UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM 10-K/A


Amendment
No. 2




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





For
the fiscal year ended December 31, 2009





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





Commission
file number 0-52549




RINO
International Corporation


(Exact
name of registrant as specified in its charter)




Nevada
            
            41-1508112(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (I.R.S.
      Employer Identification No.)




11
Youquan Road, Zhanqian Street, Jinzhou District


Dalian,
China 116100


(Address
of principal executive offices)




00186
411 8766 1222


(Registrant’s
telephone number)




Securities
registered pursuant to Section 12(b) of the Act:





Title
      of each class
            Name
      of each exchange on which registeredCommon stock, par value $.0001 per
      share
            NASDAQ
      Global Market








Securities
registered pursuant to Section 12(g) of the Act:


None





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.    Yes  ̈ No x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the
Act.    Yes  ̈ No x




Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
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  x No  ̈










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 (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes  ̈   No   ̈




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10K or any amendment to this
Form 10-K.   ̈




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
definition of “accelerated filer,” “large accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act (Check one):




Large Accelerated Filer  o    Accelerated
Filer  o    Non- Accelerated Filer  o
   Smaller Reporting Company  x




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act)    Yes o No x




The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the Registrant (assuming for these purposes, but without
conceding, that all executive officers and directors and 10% stockholders are
“affiliates” of the Registrant) as of June 30, 2009 (based on the closing
sale price on such date of the Registrant’s common stock, on the
Over-the-Counter Bulletin Board as reported on Yahoo Finance) was
$70,469,791.





As of
March 31, 2010, there were 28,603,321 shares of common stock of the
registrant, par value 0.0001 per share issued and outstanding.




DOCUMENTS
INCORPORATED BY REFERENCE




None










Explanatory Note





This
Annual Report on Form 10-K/A, Amendment No. 2 (“Amendment No. 2”) is being
filed by the registrant solely to amend Part IV, Item 15 (Exhibits and Financial
Statement Schedules) of the Annual Report on Form 10-K, which was filed with the
Securities and Exchange Commission on March 31, 2010 add Exhibit 23.2 and to
file herewith such Exhibit 23.2.





Except as
described in the above, no other provisions of the Annual Report on Form 10-K
are being amended.







Part
IV





Item
15. Exhibits and Financial Statement Schedules.





23.2
            Consent
      of Global Law Office*






* Filed
herewith









s


SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused


this
report to be signed on October 29, 2010 on its behalf by the undersigned,
thereunto duly authorized.




RINO
      INTERNATIONAL CORPORATIONBy
            /s/
      Zou DejunZou
      DejunChief
      Executive Officer
              (Principal
      Executive Officer)By
            /s/
      Ben WangBen
      WangChief
      Financial Officer
              (Principal
      Financial Officer)




By
            /s/Yu LiYu
      LiChief
      Accounting Officer
              (Principal
      Accounting Officer)





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.




SIGNATURE
            
            TITLE
            
            DATE/s/
      Zou Dejun
            
            Director
            
            October
      29, 2010Zou
      Dejun/s/
      Qiu Jianping
            
            Chairman
      of the Board
            
            October
      29, 2010Qiu
      Jianping/s/
      Zejin Li
            
            Director
            
            October
      29, 2010Zejin
      Li/s/
      Quan Xie
            
            Director
            
            October
      29, 2010Quan
      Xie/s/
      Kennith Johnson
            
            Director
            
            October
      29, 2010Kennith
      Johnson