U.S. SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 20-F/A
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
December 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
from

to
 OR
 o
    
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this
shell company report
 Commission file number 0-29620
 LJ
INTERNATIONAL INC.
  LJ
INTERNATIONAL INC.
  British Virgin Islands
  Unit #12, 12/F, Block A
Focal Industrial Centre
21 Man Lok Street  Hung Hom, Kowloon, Hong Kong  (Address of principal
executive offices)
 Hon Tak Ringo NG, CFO
011-852-2764-3622 (telephone)ringong@ljintl.com (email)
 011-852-2764-3783 (facsimile)
 Unit #12, 12/F, Block A
Focal Industrial Centre
21 Man Lok Street  Hung Hom, Kowloon, Hong Kong
 (Name,
Telephone, E-mail and/or Facsimile number and Address of Company
Contact Person)
  Title of each
 class
    

Name of each exchange
 on which registered$.01 Par Value Common Stock
(Common Stock)
    
    NASDAQ
  (Title of Class)
  (Title of Class)
    o þ
  o þ
  þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
  þ
    
    U.S. GAAPo
    
    International Financial Reporting
Standards as issued by the International Accounting Standards Boardo
    
    Other
  o
    
    Item 17o
    
    Item 18
  o þ




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EXPLANATORY NOTE
  -2-




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##### 



ITEM 19. EXHIBITS
  1.1
    
    Memorandum of Association of the Company*1.2
    
    Articles of Association of the Company*1.3
    
    Amendment to Articles of Association of the Company*4.1
    
    Employment Agreement of Yu Chuan Yih with the Registrant**8.1
    
    List of Significant Subsidiaries of the Company****11.1
    
    Code of Ethics***12.1
    
    Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)12.2
    
    Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)13.1
    
    Certification of Chief Executive Officer Pursuant to Rule
13a-14(b) and 18 U.S.C. Section 135013.2
    
    Certification of Chief Financial Officer Pursuant to Rule
13a-14(b) and 18 U.S.C. Section 135015.1
    
    Consent of Gruber & Company, LLC
 
 *
    
    Incorporated by reference to the Exhibits to our Registration Statement on Form F-1 and
pre-effective and post-effective amendments thereto, SEC File No. 333-7912, declared effective
on April 15, 1998.**
    
    Incorporated by reference to the Exhibits to our Annual Report on Form 20-F for the fiscal
year ended December 31, 2006.***
    
    Incorporated by reference to the Exhibits to our Annual Report on Form 20-F for the fiscal
year ended December 31, 2003.****
    
    Previously filed. -3-




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##### 



SIGNATURES
  LJ INTERNATIONAL INC.
(Registrant)Date:  December 10, 2009
    By:
    /s/ YU CHUAN YIHYu Chuan Yih Chairman




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##### 



EXHIBIT INDEX
 ExhibitNumber
    
    Description of Exhibit1.1
    
    Memorandum of Association of the Company*1.2
    
    Articles of Association of the Company*1.3
    
    Amendment to Articles of Association of the Company*4.1
    
    Employment Agreement of Yu Chuan Yih with the Registrant**8.1
    
    List of Significant Subsidiaries of the Company****11.1
    
    Code of Ethics***12.1
    
    Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)12.2
    
    Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)13.1
    
    Certification of Chief Executive Officer Pursuant to Rule 13a-14(b) and 18
U.S.C. Section 135013.2
    
    Certification of Chief Financial Officer Pursuant to Rule 13a-14(b) and 18
U.S.C. Section 135015.1
    
    Consent of Gruber & Company, LLC
 
 *
    
    Incorporated by reference to the Exhibits to our Registration Statement on Form F-1 and
pre-effective and post-effective amendments thereto, SEC File No. 333-7912, declared effective
on April 15, 1998.**
    
    Incorporated by reference to the Exhibits to our Annual Report on Form 20-F for the fiscal
year ended December 31, 2006.***
    
    Incorporated by reference to the Exhibits to our Annual Report on Form 20-F for the fiscal
year ended December 31, 2003.****
    
    Previously filed.