UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

This Amendment No. 2 amends the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on June 11, 2012 (the “Original 13D”) by Yu Zhen Industrial Limited (“Yu Zhen”) with respect to $.01 Par Value Common Stock (the “Common Stock”) of LJ International Inc. (the “Issuer”), as previously amended by Amendment No. 1 to the Original 13D filed on July 16, 2012 (“Amendment No. 1”).  Unless otherwise stated herein, the Original 13D as previously amended remains in full force and effect.

Item 4.

Purpose of Transaction

Item 4 is hereby amended and restated in its entirety as follows:

Yu Zhen originally acquired the Common Stock that is the subject of this Schedule 13D for investment purposes.  With respect to the recently proposed “going private” transaction involving the Company as described in the Company’s press release dated August 13, 2012 (the “Transaction”), Yu Zhen believes that the terms of the proposed Transaction as described in the press release substantially undervalue the Company.  Yu Zhen intends to closely monitor the Company’s response to the Transaction proposal in order to see that the special committee of the Board of Directors of the Company acts independently and at all times in a manner consistent with the fiduciary duties owed by the Board to the Company’s shareholders.

Yu Zhen will continue to evaluate its ownership and voting position in the Issuer and may consider and pursue the following future courses of action, among others: (i) continuing to hold the Common Stock for investment; (ii) acquiring additional Common Stock in the open market or in privately negotiated transactions; or (iii) disposing of all or a portion of the Common Stock in open market sales or in privately negotiated transactions.  Yu Zhen’s future actions with regard to this investment will be dependent upon its review and evaluation of numerous factors, including the price levels of the Common Stock; the Issuer’s business, financial condition, operating results and prospects; general market and economic conditions; and the relative attractiveness of alternative business and investment opportunities.  Consistent with its investment purpose and with its concerns about the proposed Transaction, Yu Zhen or its representatives may engage in communications with other shareholders of the Issuer and members of the Issuer’s management and board of directors with regard to the proposed Transaction, the business operations of the Issuer and strategies for enhancing shareholder value.

Yu Zhen reserves the right to determine in the future whether to change the purpose or purposes described above or whether to adopt plans or proposals of the type specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5.

Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety as follows:

(a)  See Items 11 and 13 of the cover page to this Schedule 13D, Amendment No. 2 for the aggregate number and percentage of shares of Common Stock that are beneficially owned by Yu Zhen as of September 28, 2012.

(b)  See Items 7 through 10 of the cover page to this Schedule 13D, Amendment No. 2 for the number and percentage of shares of Common Stock beneficially owned by Yu Zhen as of September 28, 2012 as to which there is sole or shared power to vote or direct the vote, and sole or shared power to dispose or direct the disposition.

(c)  Since July 16, 2012 (the most recent date as of which transactions in shares of Common Stock were reported on the Original 13D, as amended by Amendment No. 1), Yu Zhen has purchased a total of 136,560 shares of Common Stock for cash in open market transactions on the dates and at the weighted average prices per share set forth on Exhibit 99.4, which is attached hereto and incorporated herein by reference.

(d)  No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Schedule 13D.

(e)  Not applicable.

Item 7.

Material to be Filed as Exhibits

Item 7 is hereby amended and restated in its entirety as follows:

Exhibit No.

Description

24.1

Power of Attorney (incorporated herein by reference to Exhibit 24.1 to the Original 13D filed on June 11, 2012 by Yu Zhen with the Commission).

99.1

List of directors and executive officers of Yu Zhen and information regarding persons controlling Yu Zhen (incorporated herein by reference to Exhibit 99.1 to the Original 13D filed on June 11, 2012 by Yu Zhen with the Commission).

99.2

Transactions by Yu Zhen in the Issuer’s Common Stock During the 60 Days Preceding May 31, 2012 and the Period of May 31, 2012 Through June 8, 2012 (incorporated herein by reference to Exhibit 99.2 to the Original 13D filed on June 11, 2012 by Yu Zhen with the Commission).

99.3

Transactions by Yu Zhen in the Issuer’s Common Stock since June 8, 2012 (covering the period from June 8, 2012 through July 16, 2012) (incorporated herein by reference to Exhibit 99.3 to Amendment No. 1 filed on July 16, 2012 by Yu Zhen with the Commission).

99.4

Transactions by Yu Zhen in the Issuer’s Common Stock since July 16, 2012 (filed herewith).

Date: October 1, 2012

YU ZHEN INDUSTRIAL LIMITED

By:

/s/ Wu Ping

Wu Ping

Chairman of the Board of Directors

By:

/s/ John A. Haveman

John A. Haveman, Attorney-in-fact