Amended Statement of Ownership (sc 13g/a)

SCHEDULE 13G

Amendment No. 2
YOU ON DEMAND HLDGS INC
Common Stock
Cusip #98741R207

Cusip #98741R207

Item 1: Reporting Person - FMR LLC
Item 4: Delaware
Item 5: 747,172
Item 6: 0
Item 7: 1,329,214
Item 8: 0
Item 9: 1,329,214
Item 11: 8.324%
Item 12: HC

Cusip #98741R207
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 1,329,214
Item 8: 0
Item 9: 1,329,214
Item 11: 8.324%
Item 12: IN

SCHEDULE 13G - TO BE INCLUDED IN

STATEMENTS

FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)

Item 1(a). Name of Issuer:

YOU ON DEMAND HLDGS INC

Item 1(b). Name of Issuer's Principal Executive Offices:

27 Union Square, West

Suite 502
New York, NY 10003
US

Item 2(a). Name of Person Filing:

FMR LLC

Item 2(b). Address or Principal Business Office or, if None,
Residence:

245 Summer Street, Boston,

Massachusetts 02210

Item 2(c). Citizenship:

Not applicable

Item 2(d). Title of Class of Securities:

Common Stock

Item 2(e). CUSIP Number:

98741R207

Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
and the person filing, FMR LLC, is a parent holding company in accordance with Section 240.13d-1(b)(ii)(G). (Note: See Item 7).

Item 4. Ownership

        (a)     Amount Beneficially Owned:      1,329,214

        (b)     Percent of Class:       8.324%

        (c)     Number of shares as to which such
person has:

        (i)     sole power to vote or to direct
the vote:       747,172

        (ii)    shared power to vote or to
direct the vote:        0

        (iii)   sole power to dispose or to

direct the disposition of: 1,329,214

(iv) shared power to dispose or to direct the disposition of: 0

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.

Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock of YOU ON DEMAND HLDGS INC. No one person's interest in the Common Stock of YOU ON DEMAND HLDGS INC is more than five percent of the total outstanding Common Stock.

Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company.

See attached Exhibit A.

Item 8. Identification and Classification of Members of the Group.

Not applicable. See attached Exhibit A.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and 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 purpose or effect. I also certify that, to the best of my knowledge and belief, FIL Limited and its various non-U.S. investment management subsidiaries included on this Schedule 13G are subject to a regulatory scheme substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institutions. I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D with respect to FIL Limited and its various non- U.S. investment management subsidiaries included on this Schedule 13G.

Signature

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

February 13, 2014
Date

 /s/ Scott C. Goebel
Signature

Scott C. Goebel
Duly authorized under Power of Attorney
effective as of June 1, 2008 by and on behalf of FMR LLC
and its direct and indirect  subsidiaries

SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)

Members of the family of Edward C. Johnson 3d, Chairman of FMR LLC, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC.

FIL Limited ("FIL"), Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda, and various foreign-based subsidiaries provide investment advisory and management services to a number of non-U.S. investment companies and certain institutional investors. FIL, which is a qualified institution under section 240.13d-1(b)(1)(ii), is the beneficial owner of 1,329,214 shares or 8.324% of the Common Stock outstanding of the Company. The number of shares of Common Stock of YOU ON DEMAND HLDGS INC owned by the institutional account(s) at December 31, 2013 included 27,500 shares of Common Stock resulting from the assumed conversion of 27,500 shares of YOU ON DEMAND HLDGS INC P/P (1 shares of Common Stock for each share of Convertible Preferred Stock). The number of shares of Common Stock of YOU ON DEMAND HLDGS INC owned by the institutional account(s) at December 31, 2013 included 175,000 shares of Common Stock resulting from the assumed conversion of 175,000 shares of YOU ON DEMAND HGS WT 8/17 P/P (1 shares of Common Stock for each Warrant).

Partnerships controlled predominantly by members of the family of Edward C. Johnson 3d, Chairman of FMR LLC and FIL, or trusts for their benefit, own shares of FIL voting stock. While the percentage of total voting power represented by these shares may fluctuate as a result of changes in the total number of shares of FIL voting stock outstanding from time to time, it normally represents more than 25% and less than 50% of the total votes which may be cast by all holders of FIL voting stock. FMR LLC and FIL are separate and independent corporate entities, and their Boards of Directors are generally composed of different individuals.

FMR LLC and FIL are of the view that they are not acting as a "group" for purposes of Section 13(d) under the Securities Exchange Act of 1934 (the "1934" Act) and that they are not otherwise required to attribute to each other the "beneficial ownership" of securities "beneficially owned" by the other corporation within the meaning of Rule 13d-3 promulgated under the 1934 Act. Therefore, they are of the view that the shares held by the other corporation need not be aggregated for purposes of Section 13(d). However, FMR LLC is making this filing on a voluntary basis as if all of the shares are beneficially owned by FMR LLC and FIL on a joint basis.

FIL has sole dispositive power over 1,329,214 shares owned by the International Funds. FIL has sole power to vote or direct the voting of 747,172 shares and no power to vote or direct the voting of 582,042 shares of Common Stock held by the International Funds as reported above.

SCHEDULE 13G - TO BE INCLUDED IN

STATEMENTS

FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT

The undersigned persons, on February 13, 2014, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the Common Stock of YOU ON DEMAND HLDGS INC at December 31, 2013.

FMR LLC

        By /s/ Scott C. Goebel
        Scott C. Goebel
        Duly authorized under Power of Attorney effective as
of June 1, 2008, by and on behalf of FMR LLC and its direct
and indirect subsidiaries

Edward C. Johnson 3d

        By /s/ Scott C. Goebel
        Scott C. Goebel
        Duly authorized under Power of Attorney effective as
of June 1, 2008, by and on behalf of Edward C. Johnson 3d

FIL Limited

By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney
effective as of June 1, 2008, by and on behalf
of FIL Limited and its direct and indirect
subsidiaries

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