S-8

As filed with the Securities and Exchange Commission on February 28, 2011

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

__________________________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_________________________________________

CHINA GERUI ADVANCED MATERIALS GROUP LIMITED

(Exact name of registrant as specified in its charter)

_________________________________________

British Virgin Islands	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

1 Shuanghu Development Zone

Xinzheng City

Zhengzhou, Henan Province

China, 451191

(Address of Principal Executive Offices, including zip code)

_________________________________________

China Gerui Advanced Materials Group Limited 2010 Share Incentive Plan

(Full title of the plan)

Copies of Correspondence to:

Joseph R. Tiano, Esq.

Pillsbury Winthrop Shaw Pittman LLP

2300 N Street, N.W.

Washington, DC 20037

(202) 663-8000

(Name, address, and telephone number, including area code, of agent for service)

_________________________________________

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. (Check one):

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

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price	Amount of registration fee
Ordinary Shares, no par value per share	3,500,000	$5.52	$19,320,000	$2,244

(1) Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional securities that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction.

(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h)(1) and (c) under the Securities Act. The proposed maximum aggregate offering price is based upon the average of the high and low prices of the registrant’s ordinary shares as reported on The NASDAQ Stock Market LLC onFebruary 24, 2011.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

All Information required by Part I of Form S-8 to be contained in the prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, which have been filed by China Gerui Advanced Materials Group Limited (the “Company”) with the Securities and Exchange Commission (the “Commission”), are incorporated in this Registration Statement by reference:

(a)           The Company’s Report on Form 6-K, furnished to the Commission on December 9, 2010;

(b)           The Company’s Report on Form 6-K, furnished to the Commission on November 16, 2010;

(c)           The Company’s Report on Form 6-K, furnished to the Commission on October 29, 2010;

(d)           The Company’s Report on Form 6-K, furnished to the Commission on June 7, 2010;

(e)           The Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2009, filed with the Commission on May 4, 2010; and

(f)           The description of the Company’s ordinary shares, no par value per share, contained in the Registration Statement on Form 8-A, filed on November 6, 2009 pursuant to Section 12(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any further amendment or report filed hereafter for the purpose of updating such description.

All documents that the Company files after the date of this prospectus pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of this offering, shall be deemed to be incorporated by reference into this prospectus and will automatically update information in this prospectus.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.    DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company shall indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who (i) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, an officer or a liquidator of the Company; or (ii) is or was, at the request of the Company, serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise. To be entitled to indemnification, these persons must have acted honestly and in good faith and in what they believe to be the best interest of the Company, and in the case of criminal proceedings, they must have had no reasonable cause to believe their conduct was unlawful.

At the present time, there is no pending litigation or proceeding involving a director, officer, employee or other agent of ours in which indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding which may result in a claim for such indemnification.

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ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8.    EXHIBITS.

Exhibit		Description
	5.1	Opinion of Conyers Dill & Pearman
	10.1	China Gerui Advanced Materials Group Limited 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 6-K filed on November 16, 2010)
	23.1	Consent of UHY Vocation HK CPA Limited, Independent Registered Public Accounting Firm
	23.2	Consent of Conyers Dill & Pearman (included in Exhibit 5.1)
	24.1	Power of Attorney (included on the Signature Page to this Registration Statement)

ITEM 9.    UNDERTAKINGS.

(A) The undersigned registrant hereby undertakes:

(1)           To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)           To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)           To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii)           To include any additional or changed material information with respect to the plan of distribution not previously disclosed in this Registration Statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

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(2)           That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)           To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(B)           The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(C)           Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in City of Zhengzhou, People’s Republic of China, on February 28, 2011.

CHINA GERUI ADVANCED MATERIALS GROUP LIMITED
By:	/s/ Mingwang Lu
	Mingwang Lu
	Chairman and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature to this Registration Statement on Form S-8 appears below hereby constitutes and appoints Mingwang Lu and Edward Meng, and each or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to sign any registration statement for the same offering covered by this Registration Statement on Form S-8 that is to be effective on filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on February 28, 2011.

SIGNATURE	TITLE
/s/ Mingwang Lu	Chairman and Chief Executive Officer
Mingwang Lu	(Principal Executive Officer)
/s/ Edward Meng	Chief Financial Officer
Edward Meng	(Principal Financial Officer and Accounting Officer)
/s/ Yi Lu	Director
Yi Lu
/s/ J.P. Huang	Director
J.P. Huang
/s/ Kwok Keung Wong	Director
Kwok Keung Wong
/s/ Yunlong Wang	Director
Yunlong Wang
/s/ Maotong Xu	Director
Maotong Xu
/s/ Harry Edelson	Director and Authorized U.S. Representative
Harry Edelson

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INDEX TO EXHIBITS

Exhibit		Description
	5.1	Opinion of Conyers Dill & Pearman
	10.1	China Gerui Advanced Materials Group Limited 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 6-K filed on November 16, 2010)
	23.1	Consent of UHY Vocation HK CPA Limited, Independent Registered Public Accounting Firm
	23.2	Consent of Conyers Dill & Pearman (included in Exhibit 5.1)
	24.1	Power of Attorney (included on the Signature Page to this Registration Statement)

EX-5.1

[Letterhead of Conyers Dill & Pearman]

28 February, 2011

Matter No.: 893578

Doc Ref: FW/aw//#353079

China Gerui Advanced Materials Group Limited

1 Shuanghu Development Zone

Xinzheng City

Zhengzhou, Henan Province

China, 451191

Dear Sirs,

Re: China Gerui Advanced Materials Group Limited (the "Company")

We have acted as special British Virgin Islands legal counsel to the Company in connection with a registration statement on Form S-8 filed by the Company with the United States Securities and Exchange Commission (the "Commission") on 25 February, 2011 (the "Registration Statement", which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto), relating to the registration of an aggregate of 3,500,000 no par value shares, of the Company (the "Shares") to be issued pursuant to China Gerui Advanced Materials Group Limited 2010 share incentive plan (the "Plan", which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).

For the purposes of giving this opinion, we have examined and relied upon copies of the following documents:

(i) the Registration Statement; and

(ii) the Plan.

We have also reviewed and relied upon (1) the Memorandum and Articles of Association of the Company obtained from the BVI Registrar of Corporate Affairs on 31 January, 2011, (2) copies of the written resolutions of all the directors of the Company dated 16 November, 2010, written resolutions of the compensation committee of the board of directors (the "Committee") dated 16 November, 2010 and minutes of a general meeting of the shareholders of the Company held on 8 December, 2010 (collectively, the "Resolutions"), (3) a certificate of good standing of the Company dated 31 January, 2011 (the "Certificate Date"), (4) a copy of the certificate of incumbency dated 15 February, 2011 issued by the BVI registered agent of the Company; and (5) such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

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We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies of documents (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) the accuracy and completeness of all factual representations made in the Registration Statement, the Plan and other documents reviewed by us, (c) that the resolutions contained in the Resolutions were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions of all directors or all members of the Company, as applicable, remain in full force and effect and have not been rescinded or amended, (d) the Committee is duly established, constituted and empowered to deal with and approve the matters in the relevant Resolutions passed by the Committee; (e) that there is no provision of the law of any jurisdiction, other than the British Virgin Islands, which would have any implication in relation to the opinions expressed herein, and (f) that upon issue of any shares to be sold by the Company the Company will receive consideration for the full issue price thereof; (g) the validity and binding effect under the laws of the United States of America of the Registration Statement and that the Registration Statement will be duly filed with the Commission; (h) the legality, validity and binding effect under the laws of the State of New York of the Plan, the options and awards granted or to be granted thereunder; (i) that on the date of issuance of any of the Shares, the Company will have sufficient authorised but unissued Shares, (j) that on the date of issuance of any award under the Plan, the Company will be able to pay its liabilities as they become due; and (k) all options and awards granted under the Plans are duly authorised in accordance with the terms of the Plan.

We express no opinion with respect to the issuance of Shares pursuant to any provision of the Plan that purports to obligate the Company to issue Shares following the commencement of a winding up or liquidation. We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the British Virgin Islands. This opinion is to be governed by and construed in accordance with the laws of the British Virgin Islands and is limited to and is given on the basis of the current law and practice in the British Virgin Islands. This opinion is issued solely for the purposes of the filing of the Registration Statement and the issuance of the Shares by the Company and is not to be relied upon in respect of any other matter.

On the basis of and subject to the foregoing, we are of the opinion that:

1. The Company is duly incorporated and existing under the laws of the British Virgin Islands in good standing (meaning solely that it has not failed to make any filing with any British Virgin Islands governmental authority or to pay any British Virgin Islands government fee or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of the British Virgin Islands).

2. The Shares, when issued and paid for in accordance with the Plan, will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue or holding of such shares).

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We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Yours faithfully,

/s/ Conyers Dill & Pearman

Conyers Dill & Pearman

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EX-23.1

[Letterhead of UHY Vocation HK CPA Limited, Independent Registered Public Accounting Firm]

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on the Form S-8 of China Gerui Advanced Materials Group Limited of our report dated April 30, 2010 with respect to the consolidated balance sheets of China Gerui Advanced Materials Group Limited as of December 31, 2009 and 2008 and related consolidated statements of income and changes in stockholders’ equity and cash flows for the years ended December 31, 2009 and 2008, which report expresses an unqualified opinion, appearing in the Annual Report on Form 20-F of China Gerui Advanced Materials Group Limited for the year ended December 31, 2009.  We also hereby consent to the references to our firm under the caption “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ UHY VOCATION HK CPA Limited

UHY VOCATION HK CPA Limited

Hong Kong, People’s Republic of China

February 28, 2011.