FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ARDSLEY ADVISORY PARTNERS 		2. Issuer Name and Ticker or Trading Symbol

YUHE INTERNATIONAL, INC. [ YUII ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
Please See FN (8), (9)
(Last)          (First)          (Middle)

262 HARBOR DRIVE, 4TH FLOOR,  		3. Date of Earliest Transaction (MM/DD/YYYY)

5/10/2010
(Street)

STAMFORD, CT 06902
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.001 par value ("Common Stock")   11/1/2010     P    1000   A (4) $7.9499   2906750   I   See FN   (8) (9)
Common Stock   11/1/2010     P    7800   A (1) $7.9499   2914550   I   See FN   (8) (9)
Common Stock   11/1/2010     P    6200   A (2) $7.9499   2920750   I   See FN   (8) (9)
Common Stock   11/3/2010     P    3800   A (4) $7.8854   2924550   I   See FN   (8) (9)
Common Stock   11/3/2010     P    31900   A (1) $7.8854   2956450   I   See FN   (8) (9)
Common Stock   11/3/2010     P    7200   A (6) $7.8854   2963650   I   See FN   (8) (9)
Common Stock   11/3/2010     P    23300   A (2) $7.8854   2986950   I   See FN   (8) (9)
Common Stock   11/3/2010     P    1000   A (6) $7.8854   2987950   I   See FN   (8) (9)
Common Stock   11/3/2010     P    13100   A (3) $7.8854   3001050   I   See FN   (8) (9)
Common Stock   11/3/2010     P    8700   A (5) $7.8854   3009750   I   See FN   (8) (9)
Common Stock   11/3/2010     P    20000   A (7) $7.9154   3029750   I   See FN   (8) (9)
Common Stock   11/9/2010     P    4000   A (7) $9.8605   3033750   I   See FN   (8) (9)
Common Stock   11/30/2010     S    10000   D (6) $9.1496   3023750   I   See FN   (8) (9)
Common Stock   12/2/2010     S    10000   D (4) $8.6408   3013750   I   See FN   (8) (9)
Common Stock   12/15/2010     S    12000   D (4) $8.4976   3001750   I   See FN   (8) (9)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Common Stock acquired or disposed of, as applicable, by Ardsley Partners Fund II, L.P, a Delaware limited partnership ("APII").
( 2)  Common Stock acquired or disposed of, as applicable, by Ardsley Institutional Fund, L.P., a Delaware limited partnership ("Ardsley Institutional").
( 3)  Common Stock acquired or disposed of, as applicable, by Ardsley Partners Renewable Energy Fund, L.P., a Delaware limited partnership ("Ardsley Energy").
( 4)  Common Stock acquired or disposed of, as applicable, by Ardsley Offshore Fund, Ltd., a British Virgin Islands corporation ("Ardsley Offshore").
( 5)  Common Stock acquired or disposed of, as applicable, by Ardsley Renewable Energy Offshore Fund, Ltd., a British Virgin Islands corporation ("Energy Offshore").
( 6)  Common Stock acquired or disposed of, as applicable, by certain managed accounts (the "Ardsley Managed Accounts") advised by Ardsley (as defined below).
( 7)  Common Stock acquired or disposed of, as applicable, by certain managed accounts (the "Hempleman Managed Accounts") managed directly by Mr. Philip J. Hempleman ("Mr. Hempleman).
( 8)  The shares reported in Column 5 of this Table I are held directly by APII, Ardsley Institutional, Ardsley Energy, Ardsley Offshore, Renewable Energy Offshore, the Ardsley Managed Accounts and the Hempleman Managed Accounts.
( 9)  Ardsley Advisory Partners, a New York general partnership ("Ardsley") serves as investment manager to Ardsley Offshore, Energy Offshore and the Ardsley Managed Accounts and serves as investment adviser to APII, Ardsley Institutional and Ardsley Energy, and has investment discretion over the securities held by each. Ardsley Partners I, a New York general partnership ("Ardsley Partners") and Mr. Hempleman serve as the general partners of APII, Ardsley Institutional and Ardsley Energy, and have investment discretion over the securities held by each. In addition, Mr. Hempleman is the Managing Partner of Ardsley and Ardsley Partners and, in such capacity, has investment discretion over the securities managed by each and with respect to the securities held by the Hempleman Managed Accounts. Each of the Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of its or their own actual pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ARDSLEY ADVISORY PARTNERS
262 HARBOR DRIVE, 4TH FLOOR
STAMFORD, CT 06902
X
Please See FN (8), (9)
Ardsley Partners Fund II, L.P.
262 HARBOR DRIVE, 4TH FLOOR
STAMFORD, CT 06902
X

Ardsley Partners Institutional Fund, L.P.
262 HARBOR DRIVE, 4TH FLOOR
STAMFORD, CT 06902
X

Ardsley Offshore Fund, Ltd.
ROMASCO PLACE,
WICKHAMS CAY 1
ROAD TOWN TORTOLA, D8 HM 12
X

Ardsley Partners Renewable Energy Fund, L.P.
262 HARBOR DRIVE, 4TH FLOOR
STAMFORD, CT 06902
X

Ardsley Renewable Energy Offshore Fund, Ltd.
ROMASCO PLACE,
WICKHAMS CAY 1,
ROAD TOWN TORTOLA, D8 HM 12
X

ARDSLEY PARTNERS I LP
262 HARBOR DRIVE, 4TH FLOOR
STAMFORD, CT 06902
X

HEMPLEMAN PHILIP J
262 HARBOR DRIVE, 4TH FLOOR
STAMFORD, CT 06902
X


Signatures
/s/ Steve Napoli, Partner 2/14/2011
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Yuhe (CE) (USOTC:YUII)
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