UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
China Yida Holding, Co.
(NAME OF ISSUER)
Common Shares, par value $0.0001 per share
(TITLE OF CLASS OF SECURITIES)
16945D204
(CUSIP Number)
December 31, 2010
(Date of Event which requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule 13G/A is filed:
¨	Rule 13d-1(b)
x	Rule 13d-1(c)
¨	Rule 13d-1(d)
(Page 1 of 15 Pages)

______________________________

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.  16945D204   13G/A Page 2 of 15 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Ardsley Partners Fund II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**		(a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 458,600
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER        458,600
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON         458,600
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.35%
12	TYPE OF REPORTING PERSON** PN

** SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No.  16945D204   13G/A Page 3 of 15 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Ardsley Partners Institutional Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**		(a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 368,100
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 368,100
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 368,100
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.88%
12	TYPE OF REPORTING PERSON** PN

** SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No.  16945D204   13G/A Page 4 of 15 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Ardsley Offshore Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**		(a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 42,325
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 42,325
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 42,325
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.22%
12	TYPE OF REPORTING PERSON** CO

** SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No.  16945D204   13G/A Page 5 of 15 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Ardsley Advisory Partners
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**		(a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 881,000
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 881,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 881,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.51%
12	TYPE OF REPORTING PERSON** PN; IA

** SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No.  16945D204   13G/A Page 6 of 15 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Ardsley Partners I
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**		(a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 826,700
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 826,700
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 826,700
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.23%
12	TYPE OF REPORTING PERSON** PN

** SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No.  16945D204   13G/A Page 7 of 15 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Philip J. Hempleman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**		(a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 1,095,000
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 1,095,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,095,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.60%
12	TYPE OF REPORTING PERSON** IN

** SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No.  16945D204   13G/A Page 8 of 15 Pages

ITEM 1(a).	NAME OF ISSUER.
	The name of the issuer is China Yida Holding, Co. (the "Company").

ITEM 1(b).	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
	28/F Yifa Building No. 111 Wusi Road Fuzhou, Fujian, P. R. China

ITEM 2(a). NAME OF PERSON FILING:

This statement is filed by:

(i)	Ardsley Partners Fund II, L.P., a Delaware limited partnership ("AP II"), with respect to the shares of Common Stock, par value $0.0001 per share ("Common Stock") directly owned by it;
(ii)	Ardsley Partners Institutional Fund, L.P., a Delaware limited partnership ("Ardsley Institutional"), with respect to the shares of Common Stock directly owned by it;
(iii)	Ardsley Offshore Fund, Ltd., a British Virgin Islands corporation ("Ardsley Offshore"), with respect to the shares of Common Stock directly owned by it;
(iv)	Ardsley Advisory Partners, a New York general partnership ("Ardsley") which serves as Investment Manager of Ardsley Offshore and as Investment Adviser of AP II, Ardsley Institutional and a certain managed account, with respect to the shares of Common Stock directly owned by Ardsley Offshore, AP II, Ardsley Institutional and the managed account;
(v)	Ardsley Partners I, a New York general partnership ("Ardsley Partners") which serves as General Partner of AP II and Ardsley Institutional; and
(vi)	Philip J. Hempleman ("Mr. Hempleman"), the Managing Partner of Ardsley and Ardsley Partners, with respect to the shares of Common Stock owned by AP II, Ardsley Institutional, Ardsley Offshore and the certain managed account and with respect to the shares of Common Stock owned by certain accounts managed by him directly.

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

The address of the business office of each of the Reporting Persons, with the exception of Ardsley Offshore, is 262 Harbor Drive, Stamford, Connecticut 06902

The address of the registered office of Ardsley Offshore is Romasco Place, Wickhams Cay 1, Road Town Tortola, British Virgin Islands.

CUSIP No.  16945D204   13G/A Page 9 of 15 Pages

ITEM 2(c) CITIZENSHIP:

AP II and Ardsley Institutional are Delaware limited partnerships.  Ardsley Offshore is a British Virgin Islands corporation.  Ardsley and Ardsley Partners are New York general partnerships.  Mr. Hempleman is a United States Citizen.

ITEM 2(d).	TITLE OF CLASS OF SECURITIES:
	Common Stock, par value $0.0001 per share.

ITEM 2(e).	CUSIP NUMBER:
	16945D204

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)	¨	Broker or dealer registered under Section 15 of the Act,
(b)	¨	Bank as defined in Section 3(a)(6) of the Act,
(c)	¨	Insurance Company as defined in Section 3(a)(19) of the Act,
(d)	¨	Investment Company registered under Section 8 of the Investment Company Act of 1940,
(e)	¨	Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940,
(f)	¨	Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F)
(g)	¨	Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G); see item 7
(h)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box:  x

CUSIP No.  16945D204   13G/A Page 10 of 15 Pages

ITEM 4. OWNERSHIP.

A.	Ardsley Partners Fund II, L.P.
		(a)	Amount beneficially owned:  458,600
		(b)	Percent of class: 2.35%.  (The percentages used herein and in the rest of Item 4 are calculated based upon the 19,551,785 shares of Common Stock issued and outstanding as of November 12, 2010, as reported in the Company's Form 10-Q, filed with the Securities and Exchange Commission on November 12, 2010.)
		(c)	(i)	Sole power to vote or direct the vote:  -0-
			(ii)	Shared power to vote or direct the vote:  458,600
			(iii)	Sole power to dispose or direct the disposition:  -0-
			(iv)	Shared power to dispose or direct the disposition of:  458,600

B.	Ardsley Partners Institutional Fund, L.P.
		(a)	Amount beneficially owned:  368,100
		(b)	Percent of class:  1.88%
		(c)	(i)	Sole power to vote or direct the vote:  -0-
			(ii)	Shared power to vote or direct the vote:  368,100
			(iii)	Sole power to dispose or direct the disposition:  -0-
			(iv)	Shared power to dispose or direct the disposition:  368,100

C.	Ardsley Offshore Fund, Ltd.
		(a)	Amount beneficially owned:  42,325
		(b)	Percent of class:  0.22%
		(c)	(i)	Sole power to vote or direct the vote:  -0-
			(ii)	Shared power to vote or direct the vote:  42,325
			(iii)	Sole power to dispose or direct the disposition:  -0-
			(iv)	Shared power to dispose or direct the disposition:  42,325

D.	Ardsley Advisory Partners
		(a)	Amount beneficially owned:  881,000
		(b)	Percent of class:  4.51%
		(c)	(i)	Sole power to vote or direct the vote:  -0-
			(ii)	Shared power to vote or direct the vote:  881,000
			(iii)	Sole power to dispose or direct the disposition:  -0-
			(iv)	Shared power to dispose or direct the disposition:  881,000

E.	Ardsley Partners I
		(a)	Amount beneficially owned:  826,700
		(b)	Percent of class:  4.23%
		(c)	(i)	Sole power to vote or direct the vote:  -0-
			(ii)	Shared power to vote or direct the vote:  826,700
			(iii)	Sole power to dispose or direct the disposition:  -0-
			(iv)	Shared power to dispose or direct the disposition:  826,700

CUSIP No.  16945D204   13G/A Page 11 of 15 Pages

F.	Philip J. Hempleman
		(a)	Amount beneficially owned:  1,095,000
		(b)	Percent of class:  5.60%
		(c)	(i)	Sole power to vote or direct the vote:  -0-
			(ii)	Shared power to vote or direct the vote:  1,095,000
			(iii)	Sole power to dispose or direct the disposition:  -0-
			(iv)	Shared power to dispose or direct the disposition:  1,095,000

Item 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
	Not applicable.

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Ardsley, the Investment Manager of Ardsley Offshore and the Investment Adviser of a certain managed account, has the power to vote and direct the disposition of the proceeds from the sale of the shares of Common Stock owned by Ardsley Offshore and the managed account, and accordingly may be deemed the direct "beneficial owner" of such shares of Common Stock.

Ardsley, the Investment Adviser of AP II and Ardsley Institutional, shares the power to vote and direct the disposition of the proceeds from the sale of the shares of Common Stock owned by AP II and Ardsley Institutional and, accordingly, may be deemed the direct "beneficial owner" of such shares of Common Stock.

Ardsley Partners, the General Partner of AP II and Ardsley Institutional, shares the power to vote and direct the disposition of the shares of Common Stock owned by AP II and Ardsley Institutional and, accordingly, may be deemed the direct "beneficial owner" of such shares of Common Stock.

Mr. Hempleman is the Managing Partner of Ardsley and Ardsley Partners and in that capacity directs their operations and therefore may be deemed to be the indirect "beneficial owner" of the shares of Common Stock owned by Ardsley Offshore, AP II, Ardsley Institutional, the certain managed account and with respect to the shares of Common Stock owned by certain managed accounts managed by him directly.  Mr. Hempleman disclaims beneficial ownership of all of the shares of Common Stock reported in this 13G/A.

ITEM 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
	Not applicable.

ITEM 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
	Not applicable.

ITEM 9.	NOTICE OF DISSOLUTION OF GROUP.
	Not applicable.

ITEM 10. CERTIFICATION.

Each of the Reporting Persons hereby makes the following certification:

By signing below I certify, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business, were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect

CUSIP No.  16945D204   13G/A Page 12 of 15 Pages

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED:  February 14, 2011

ARDSLEY PARTNERS FUND II, L.P.
BY:	ARDSLEY PARTNERS I,
	GENERAL PARTNER
BY:	/s/ Steve Napoli
	Steve Napoli
	General Partner
ARDSLEY PARTNERS INSTITUTIONAL FUND, L.P.
BY:	ARDSLEY PARTNERS I,
	GENERAL PARTNER
BY:	/s/ Steve Napoli
	Steve Napoli
	General Partner
ARDSLEY OFFSHORE FUND, LTD.
BY:	/s/ Steve Napoli
	Steve Napoli
	Director

CUSIP No.  16945D204   13G/A Page 13 of 15 Pages

ARDSLEY ADVISORY PARTNERS
BY:	/s/ Steve Napoli
	Steve Napoli
	Partner
ARDSLEY PARTNERS I
BY:		/s/ Steve Napoli
		Steve Napoli
		General Partner
PHILIP J. HEMPLEMAN, INDIVIDUALLY
BY:		/s/ Steve Napoli*
		Steve Napoli
		As attorney in fact for
		Philip J. Hempleman

*           Evidence of Power of Attorney was filed with the Schedule 13G/A filed on February 15, 2006 (Acc-no: 0000902664-06-000895) and is incorporated by reference into this filing.

CUSIP No.  16945D204   13G/A Page 14 of 15 Pages

EXHIBIT 1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A is filed on behalf of each of the undersigned and that all subsequent amendments to this statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

DATED:  February 14, 2011

ARDSLEY PARTNERS FUND II, L.P.
BY:	ARDSLEY PARTNERS I,
	GENERAL PARTNER
BY:	/s/ Steve Napoli
	Steve Napoli
	General Partner
ARDSLEY PARTNERS INSTITUTIONAL FUND, L.P.
BY:	ARDSLEY PARTNERS I,
	GENERAL PARTNER
BY:	/s/ Steve Napoli
	Steve Napoli
	General Partner
ARDSLEY OFFSHORE FUND, LTD.
BY:	/s/ Steve Napoli
	Steve Napoli
	Director

CUSIP No.  16945D204 13G/A Page 15 of 15 Pages

ARDSLEY ADVISORY PARTNERS
BY:	/s/ Steve Napoli
	Steve Napoli
	Partner
ARDSLEY PARTNERS I
BY:		/s/ Steve Napoli
		Steve Napoli
		General Partner
PHILIP J. HEMPLEMAN, INDIVIDUALLY
BY:		/s/ Steve Napoli*
		Steve Napoli
		As attorney in fact for
		Philip J. Hempleman

*           Evidence of Power of Attorney was filed with the Schedule 13G/A filed on February 15, 2006 (Acc-no: 0000902664-06-000895) and is incorporated by reference into this filing.