UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM
10-Q/A


(Amendment
No.2)




(Mark
One)




ý
            Quarterly
      report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934




For
      the quarterly period ended March 31,
2009




or




 ̈
            Transition
      report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934




For the
transition period from ____________ to ___________.




Commission
File Number 000-51200




Yongye
International, Inc.


(Exact
Name of Small Business Issuer as Specified in Its Charter)





Nevada
              20-8051010(State
      or other Jurisdiction of
              (I.R.S.
      EmployerIncorporation
      or Organization)
              Identification
      No.)




6th Floor, Suite 608, Xue Yuan
International Tower,


No. 1
Zhichun Road, Haidian District Beijing, PRC


(Address
of Principal Executive Office)




(Former
address of Principal Executive Office, if changed since last
report)


+86 10
8232 8866


(Issuer’s
Telephone Number, Including Area Code)




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes oNo
x




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer ̈
              Accelerated filer ̈Non-accelerated
      filer  ̈
      (Do not check if a smaller reporting company)
              Smaller
      reporting company ý




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).* Yes _ No _ *The registrant has not yet been phased into
the interactive data requirements.





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes oNo x As of May 7, 2009,
28,058,960 shares of common stock, par value $.001 per share, were issued and
outstanding.









EXPLANATORY
NOTE
  We are
filing this Quarterly Report on Form 10-Q/A (the “Amendment”) to amend Part I,
Item 4T, Controls and Procedures, in the original Quarterly Report on Form 10-Q,
filed with the Securities and Exchange Commission (“SEC”). This Amendment has
been filed to update
the disclosure contained in such Item to reflect management’s conclusions
regarding such matters following certain restatements of our financial
statements.


PagePart
      I: Financial Information:Item 4T
      - Controls and Procedures
                                    1Signatures
                                    4







Item
4T- Controls and Procedures


Evaluation
of Disclosure Controls and Procedures
 
 In connection with the preparation of
the quarterly report on Form 10-Q/A for the quarter ended March 31, 2009, we
carried out a re-evaluation of the effectiveness of our disclosure controls and
procedures, which are defined in Rules 13a-15(e) and 15d-15(e) of the Exchange
Act of 1934 (the “Act”). Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by an issuer in the reports that it files or submits
under the Act is accumulated and communicated to the issuer’s management,
including its principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely decisions regarding
required disclosure.
 
 Based on
this re-evaluation, our chief executive officer and chief financial officer
concluded that our disclosure controls and procedures were not effective as of March 31, 2009 because
of the material weakness described under “Management’s Report on Internal
Control over Financial Reporting” in our amended Annual Report on Form 10-K/A
filed with the SEC on November 9, 2009.
 1
 
 Changes
in Internal Controls over Financial Reporting
 
 Except as
otherwise discussed herein, there have been no changes in our internal control
over financial reporting identified in connection with the evaluation required
by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Act that occurred
during the quarter ended March 31, 2009 that has materially affected, or is
reasonably likely to materially, affect, our internal control over financial
reporting.




2


ITEM
      6
                EXHIBITS
 
 Exhibit
      No.
                  
                  Description31.1
                  
                  Certification
      of the Chief Executive Officer (Principal Executive Officer) pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.31.2
                  
                  Certification
      of the Chief Financial Officer (Principal Financial Officer) pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.32.1
                  
                  Certification
      Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of
2002.
  3
  SIGNATURES
  In
accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
 
 Yongye
      International, Inc.Dated:
      November 9, 2009
                            By:
                            /s/
      Zishen WuName:
      Zishen WuTitle:
      Chief Executive Officer and PresidentBy:
                            /s/ Sam
      YuName:
      Sam YuTitle: Chief Financial
      Officer
  4