UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER ~~THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~THE ~~the~~SECURITIES ~~month~~EXCHANGE ofACT ~~March,~~OF ~~2011~~1934

For the month of April, 2011.

Commission File Number: 000-51625

~~CHINA~~China ~~LINEN~~Linen ~~TEXTILE~~Textile ~~INDUSTRY~~Industry, ~~LTD~~Ltd.

(Translation of registrant’s name into English)

Chengdong Street

Lanxi County, Heilongjiang Province

People’s Republic of China 151500

(Address of ~~principal~~Principal ~~executive~~Executive ~~office~~Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.~~Form 20-F x Form 40-F ¨~~

~~Indicate by check mark if the registrant is submitting the~~ Form 620-KF inx Form ~~paper as permitted by Regulation S~~40-~~T Rule 101(b)(1): __~~F¨

~~Note:~~Indicate ~~Regulation~~by ~~S-T~~check ~~Rule~~mark ~~101(b)(1)~~if ~~only permits~~ the ~~submission~~registrant inis ~~paper~~submitting ofthe a Form 6-K ifin ~~submitted~~paper ~~solely~~as topermitted ~~provide~~by anRegulation ~~attached~~S-T ~~annual~~Rule ~~report~~101(b)(1): ~~to security holders.~~¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): __¨

~~Note:~~Election ~~Regulation S-T Rule 101(b)(7) only permits the submission in paper~~ of aDirectors ~~Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish~~ and ~~make~~Establishment ~~public under the laws~~ of ~~the~~Board jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.Committees

~~Indicate~~On byApril ~~check~~20, ~~mark~~2011, ~~whether~~the Board of Directors (the ~~registrant~~“Board”) byof ~~furnishing~~China Linen Textile Industry, Ltd. (the ~~information~~“Company”), ~~contained~~by inunanimous ~~this~~written ~~Form~~consent, isaccepted ~~also~~the ~~thereby~~resignation ~~furnishing~~of Mr. Teng Yunhai as director of the ~~information~~Board toand approved the ~~Commission~~appointment ~~pursuant~~of toMr. ~~Rule~~Xu ~~12g3-2~~Jianzhong and Mr. Xu Jixiang (b“New Directors”) ~~under~~to serve as independent directors of the ~~Securities~~Company ~~Exchange~~for ~~Act~~a term of ~~1934. Yes~~one ~~¨ No x~~year or until their resignations or removals from office, or until their successors are elected and qualified.

IfAlong ~~“Yes”~~with isthe ~~marked~~appointment of New Directors, ~~indicate~~the ~~below~~Board established the ~~file~~Audit ~~number~~Committee, ~~assigned~~the toCompensation Committee and the ~~registrant~~Nominating inCommittee ~~connection~~of ~~with~~the ~~Rule~~Company ~~12g3-2(b):~~and 82adopted respective committee charters and a code of ethics, a copy of which are attached hereto as exhibits to the Form 6-~~_______________~~K.

~~Amendment~~Upon toestablishment ~~Articles~~of the three committees, the Board appointed Mr. Stephen Monticelli as chairman of ~~Incorporation~~the orAudit ~~Bylaws~~Committee and member of the Nominating Committee and the Compensation Committee.

~~Effective~~The ~~March~~Board ~~23,~~appointed ~~2011~~Mr. ~~the~~Xu ~~Company~~Jianzhong ~~filed~~as anchairman ~~Amended~~of ~~and~~the ~~Restated~~Compensation ~~Memorandum~~Committee ofand ~~Association~~member of the ~~Company,~~Nominating ~~which~~Committee ~~consolidates~~and the ~~share~~Audit ~~capital~~Committee. Mr. ofXu ~~the~~Jianzhong’s ~~Company~~compensation atas adirector ~~ratio~~ of ~~3.5:1~~the byCompany ~~increasing~~is ~~the~~set ~~par~~forth ~~value~~in ofa ~~the~~director ~~Company’s~~appointment ~~share~~letter ~~capital~~with ~~from~~the ~~US$0.002~~Company ~~par~~dated ~~value~~April ~~each~~20, ~~to US$0~~2011.~~007~~ ~~par~~He ~~value~~will ~~each,~~be ~~thereby~~paid ~~reducing~~an ~~the~~annual ~~number~~fee of ~~authorized~~RMB36,000 ~~shares~~(approximately ~~from US~~$15,~~000,000~~516) ~~divided into 500~~,~~000,000~~ ~~ordinary~~payable ~~shares~~on ofa ~~US$0~~quarterly basis.~~002~~ ~~par~~A ~~value~~copy ~~each~~of tothe ~~US$1,000,000~~appointment ~~divided~~letter ~~into~~is ~~142,857,142.86~~attached ~~ordinary~~hereto ~~shares~~as ofan ~~US$0.007~~exhibit ~~par~~to ~~value~~the ~~each~~Form 6-K.

The ~~foregoing~~Board ~~description~~also appointed Mr. Xu Jixiang as chairman of the ~~Amended~~Nominating Committee and ~~Restated~~member ~~Memorandum~~ of ~~Association~~the Audit Committee and the Compensation Committee. Mr. Xu Jixiang’s compensation as director of the Company is set forth in a ~~summary~~director ~~and~~appointment isletter ~~not~~with ~~complete. Reference~~the isCompany ~~made~~dated toApril ~~the~~20, ~~Amended~~2011. ~~and~~He ~~Restated~~will ~~Memorandum~~be paid an annual fee of ~~Association~~RMB36,000 (approximately $5,516) , payable on a quarterly basis. A copy of the ~~Company,~~appointment ~~which~~letter is ~~filed~~attached hereto as ~~Exhibit~~an ~~3.1~~exhibit to ~~this~~the Form 6-K.

~~Item~~Mr. 9Xu Jianzhong, 51, is a professor and PhD supervisor at Harbin Engineering University, School of Economics and Management since March 2005.~~01 Financial~~ ~~Statements~~He also served as vice president of School of Economics and ~~Exhibits~~Management from March 2005 to March 2006. He has participated in over 20 national or provincial research projects and his studies and researches focus on development and competitiveness of enterprises. Currently he also serves as an expert on Heilongjiang Province Science and Technology Advisory Committee, executive director and secretary general of Heilongjiang Academy of Management and vice president of Heilongjiang Academy of Business Administration. Mr. Xu Jianzhong received his Bachelor of Science, Master of Economics and PhD in Management from Harbin Engineering University in 1982, 1992 and 2003, respectively.

Mr. Xu Jixiang, 56, has over 30 years’ experience in the textile industry. He has served as president of China Linen Textile Industry Association since December 2009. From December 2008 to December 2009, he was the director of the Industry Department of China Textile Industry Association. From January 2006 to December 2008, he was the chairman of China Textile Technology Development Co., Ltd. Mr. Xu Jixiang received his Bachelor of Science in cotton textile from Donghua University (formerly, China Textile University) in 1978.

There is no family relationship between the New Directors and any of our other officers and directors. Except the aforementioned appointment letters, the New Directors have not had any transaction with the Company since the beginning of the last fiscal year.

Exhibits

3.1 Amended and Restated Memorandum of Association of China Linen Textile Industry, Ltd.

10.1	Director Appointment Letter for Xu Jianzhong
10.2	Director Appointment Letter for Xu Jixiang
14.1	Code of Ethics
99.1	Audit Committee Charter
99.2	Nominating Committee Charter
99.3	Compensation Committee Charter

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CHINA LINEN TEXTILE INDUSTRY, LTD.
Date: March 29, 2011	By:	/s/ Jodie Zheng Wehner
		Name: Jodie Zheng Wehner
		Title : Chief Financial Officer

	China Linen Textile Industry, Ltd.

	By:	/s/ Gao Ren
	Name: Gao Ren
	Title: Chief Executive Officer and Chairman

Dated: April 21, 2011

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