**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-K/A**


**(Amendment
      No. 1)**





x
            **ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE****SECURITIES
                EXCHANGE ACT OF 1934**


**For
      the fiscal year ended March 31, 2008**


**OR**


 ̈
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**


**For
      the transition period from _______________ to
      _______________**


**Commission
      file number 000-50601**




**SYNUTRA
      INTERNATIONAL, INC.**


**(Exact
      name of registrant as specified in its charter)**




**Delaware**
            
            **13-4306188****(State
                or other jurisdiction of**
              **incorporation
                or organization)**
            
            **(I.R.S.
                Employer**
              **Identification
                No.)****2275
                Research Blvd., Suite 500**
              **Rockville,
                Maryland**
              **(Address
                of principal executive offices)**
            
            **20850**
              **(Zip
                Code)**




Registrant’s
      telephone number, including area code: **(301)
      840-3888**




Securities
      registered pursuant to Section 12(b) of the Act:


**Title
                of Each Class**
            
            **Name
                of Each Exchange on Which Registered****Common
                Stock $0.0001 Par Value**
            
            **NASDAQ
                Global Select Market**




Securities
      registered pursuant to Section 12(g) of the Act:


**None.**




Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act. YES  ̈ NO x




Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Act. YES o NO x




Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the preceding 12 months (or for such shorter period that the Registrant was
      required to file such reports), and (2) has been subject to such filing
      requirements for the past 90 days.  YES x NO o




Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K (§ 229.405 of this chapter) is not contained herein,
      and will not be contained, to the best of registrant’s knowledge, in definitive
      proxy or information statements incorporated by reference in Part III of
      this Form 10-K or any amendment to this Form 10-K.  ̈




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.


Large
      accelerated filer o Accelerated
      filer x  Non-accelerated
      filer  ̈  Smaller
      reporting company  ̈




Indicate
      by check mark whether the registrant is a shell company (as defined in
      Rule 12b-2 of the Exchange Act). YES o NO x




The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates of the registrant based on the closing sales price of the
      registrant’s common stock on September 28, 2007 (the last business day of
      the registrant’s most recently completed second fiscal quarter), as reported on
      the Nasdaq Global Select Market, was $542.7 million. For purposes of this
      disclosure, shares of Common Stock held by persons who hold more than 10% of
      the
      outstanding shares of Common Stock and shares held by officers and directors
      of
      the registrant have been excluded in that such persons may be deemed to be
      affiliates. This determination is not necessarily conclusive for other purposes.




As
      of
      June 11, 2008, there were 54,000,713 shares of the registrant’s Common Stock
      outstanding.





**EXPLANATORY
      NOTE:**




This
      Amendment No. 1 to Form 10−K (this “Amendment”) amends the Annual Report on Form
      10−K for the fiscal year ended March 31, 2008, originally filed on June 16, 2008
      (the “Original Filing”), of Synutra International, Inc., a Delaware corporation
      (“Synutra,” the “Company,” “our,” “we,” or “us”). The Company is filing this
      Amendment to include the information required by Part III and not included
      in
      the Original Filing. In addition, the Company is filing this Amendment in order
      to include certain exhibits not included in the Original Filing.




In
      the
      Form 10-K/A, the Company has revised the following items:




·
            Item
                10. Directors, Executive Officers and Corporate
                Governance;·
            Item
                11. Executive Compensation;·
            Item
                12. Security Ownership of Certain Beneficial Owners and Management
                and
                Related Stockholder Matters;·
            Item
                13. Certain Relationships and Related Transactions, and Director
                Independence; and·
            Item
                14. Principal Accounting Fees and Services.·
            Item
                15. Exhibits




Except
      as
      described above, all other information is unchanged and reflects the disclosures
      made at the time of the Original Filing and this Amendment does not otherwise
      reflect events occurring after the Original Filing or otherwise modify or update
      these disclosures. Accordingly, this Amendment should be read in conjunction
      with our filings with the Securities and Exchange Commission subsequent to
      the
      filing of the Original Filing.





**TABLE
      OF CONTENTS**




**Page**PART
                IIIItem
                10.
            Directors,
                Executive Officers and Corporate Governance
            1Item
                11.
            Executive
                Compensation
            4Item
                12.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            10Item
                13.
            Certain
                Relationships and Related Transactions and Director
                Independence
            11Item
                14.
            Principal
                Accounting Fees and Services
            12PART
                IVItem
                15.
            Exhibits
                and Financial Statement Schedules
            15







**PART
      III**




**ITEM 10.**
            **DIRECTORS,
                EXECUTIVE OFFICERS AND CORPORATE
                GOVERNANCE**




**EXECUTIVE
      OFFICERS, DIRECTORS AND SIGNIFICANT EMPLOYEES**




The
      following sets forth information about our directors and executive officers
      as
      of September 30, 2008:


**Name**
              
              **Age**
              
              **Position***Directors
                  and Executive Officers*Liang
                  Zhang
              
              48
              
              Chairman
                  of the Board of Directors and Chief Executive OfficerJinrong
                  Chen
              
              48
              
              Director(1)(2)(3)Yiu-Chun
                  Chan
              
              55
              
              Director(1)(2)(3)Lei
                  Lin
              
              40
              
              Director(1)(2)(3)William
                  W. Wu
              
              46
              
              Director
                  and President—Marketing and SalesWeiguo
                  Zhang
              
              50
              
              President
                  and Chief Operating OfficerLawrence
                  Lee
              
              43
              
              Chief
                  Financial OfficerXisen
                  Mu
              
              50
              
              President—Production





(1)
            Member
                of Audit Committee.


(2)
            Member
                of Compensation Committee.


(3)
            Member
                of Nominating Committee.




*Liang
      Zhang* .
      Liang
      Zhang is our founder and has served as the chairman of our board of directors
      and chief executive officer since we became a public company in 2005. Mr. Zhang
      has worked in the food ingredients industry since the 1980s and founded his
      first entrepreneurial venture, Honnete, in the early 1990s. Honnete has since
      become the dominant supplier of whey protein products in China. Mr. Zhang has
      been recognized as a business leader in the dairy industry in China, serving
      as
      vice-chairman of the China Dairy Industry Association. Mr. Zhang received a
      bachelor’s degree in French language and literature from Nanjing International
      Relations Institute of China.




*Jinrong
      Chen* .
      Jinrong
      Chen has served as a director of our board of directors since June 27,
      2006. Ms. Chen has served as associate professor at the School of Economics
      and Management of Tsinghua University in Beijing since 2001, specializing in
      corporate finance management, securities analysis, financial operations,
      corporate governance and controls. In addition to her academic career with
      top
      business schools in China, Ms. Chen also advises public companies and
      private businesses in China. Ms. Chen received her bachelor’s degree in
      accounting from Beijing Institute of Electronics & Information and her
      MBA degree from Renmin University of China.




*Yiu-Chun
      Chan* .
      Yiu-Chun Chan has served as a director of our board of directors since
      December 3, 2006. Mr. Chan has over 30 years of experience in
      marketing agricultural and food products in the Greater China area, and is
      the
      chief executive officer and founder of P R Consultants Limited. Previously,
      he
      served as an Executive Director of Lintas Hong Kong Limited and a partner of
      Times Direct Marketing Asia—the largest privately held direct marketing company
      in South East Asia. Mr. Chan began his career marketing agricultural products
      at
      Sunkist Growers, where he was responsible for the advertising and promotion
      activities in the Hong Kong market. Mr. Chan received his Diploma in
      communications from Hong Kong Baptist University.




*Lei
      Lin* .
      Lei Lin
      has served as a director of our board of directors since October 1, 2007.
      Mr. Lin is president and co-chief executive officer of Sinotrust, a leading
      consulting company in China which Mr. Lin founded in 1992. Mr. Lin received
      his
      bachelor’s degree in applied economic mathematics from Renmin University of
      China.




*Weiguo
      Zhang.* Weiguo
      Zhang has been our chief operating officer and president since 2005 and is
      primarily responsible for our financial market operations, including investor
      relations, corporate development, and international strategic development.
      Mr.
      Zhang first joined us as president of Synutra Illinois in 2001 to oversee our
      U.S. operations, including information support in research and technologies
      and
      business development. Prior to joining us, Mr. Zhang was the managing
      director of Bambridge International, Ltd., which he founded in 1995.
      Mr. Zhang received a bachelor’s degree in English language and literature
      from the Nanjing International Relations Institute and a master’s degree in
      international economics and American foreign policy from the School of Advanced
      International Studies from John Hopkins University.





*Lawrence
      Lee* .
      Lawrence Lee has served as our chief financial officer since October 1,
      2007. Mr. Lee also served as a director of our board of directors from
      December 3, 2006 to September 30, 2007. From August 1, 2004 to
      September 30, 2007, Mr. Lee was vice president and chief financial officer
      of Kasen International Holdings Limited, a public company listed on the Hong
      Kong Stock Exchange. Prior to that, Mr. Lee served as chief financial
      officer at Eagle Brand Holdings Limited, a company listed on the Singapore
      Stock
      Exchange. Mr. Lee’s experience also includes serving as a financial
      controller at the Korean division of Exel Plc, and serving as a senior auditor
      at Waste Management Inc.’s international department in London. Mr. Lee is an
      associate member of the Association of Chartered Certified Accountants. Mr.
      Lee
      received a bachelor’s degree in management and engineering from Beijing
      Institute of Technology, a master’s degree in economics from Renmin University
      of China, and a master’s degree in accounting and finance from the London School
      of Economics.




*William
      W. Wu.* William
      W. Wu has served as our president of marketing and sales since July 2007 and
      is
      currently a member of our board of directors. Mr. Wu served as our vice
      president of marketing and sales since December 2005. Before joining us, Mr.
      Wu
      worked as a member of the senior management on sales, marketing and market
      research with Bristol-Myers Squibb (China) since 2001. Prior to that,
      Mr. Wu also worked in the marketing departments of Bristol Myers Squibb,
      Merck-Medco, a pharmacy benefit manager affiliated with Merck, later spun off
      from Merck as an independent company, and other sales and marketing
      organizations in the United States. Mr. Wu received a master’s degree in
      American studies from Beijing Foreign Studies University and his Ph.D. in
      sociology from the University of North Carolina at Chapel Hill.




*Xisen
      Mu.* Xisen
      Mu
      has served as our president of production since January 2007. Before joining
      us,
      Mr. Mu worked as general manager of Heilongjiang Dairy Group since 2001.
      Prior to that, Mr. Mu held senior positions with other major dairy companies
      in
      Heilongjiang province. He has more than 20 years of experience in the dairy
      industry in China. Mr. Mu received a diploma in management from Qiqihar
      Institute of Light Industry.




Our
      directors have a term of office expiring at the next annual general meeting,
      unless re-elected or earlier vacated in accordance with our bylaws. Our officers
      are appointed by and serve at the discretion of the board of directors. All
      officers have a term of office lasting until their removal or replacement by
      our
      board of directors. There are no family relationships among our directors or
      officers.




**Board
      of Directors**




Our
      board
      of directors currently has five directors, consisting of three independent
      directors, all of whom are independent as defined by the applicable listing
      requirements of the NASDAQ Global Select Market. All directors are elected
      to
      hold office until our next annual meeting of stockholders and until their
      successors have been elected or until their earlier resignation or removal.




On
      June
      11, 2008, our board of directors and stockholders approved our amended and
      restated certificate of incorporation, which became effective on October 17,
      2008. Our amended and restated certificate of incorporation provides that our
      board of directors shall be divided into three classes of directors. The three
      classes, which are required to be as nearly equal in number as possible, will
      be
      designated class I, class II and class III, and serve staggered three-year
      terms
      and hold office until their term of office expires or until such time as they
      are removed from office by resolution of our stockholders. To effect such
      staggered terms, our amended and restated bylaws provides that the directors
      first elected to class I shall serve for a term ending on the annual meeting
      date following the end of 2008, the directors first elected to class II shall
      serve for a term ending on the second annual meeting date following the end
      of
      2008, and the directors first elected to class III shall serve for a term ending
      on the third annual meeting date following the end of 2008. Our board of
      directors has designated Liang Zhang and William Wu as class I directors,
      Jinrong Chen and Yiu-Chun Chan as class II directors and Lei Lin as a class
      III
      director.


2




**Board
      Committees**




Our
      board
      has established the committees described below and may establish others from
      time to time.




*Audit
      Committee*




Our
      audit
      committee consists of Jinrong Chen, Lei Lin and Yiu-Chun Chan, all of whom
      are
      independent as defined by the applicable listing requirements of the NASDAQ
      Global Select Market. Ms. Chen is the chairperson of our audit committee
      and serves as the financial expert of the committee. The audit committee
      oversees our accounting and financial reporting processes and the audits of
      our
      financial statements. The audit committee is responsible for, among other
      things:




•
            
            reviewing
                and discussing with management and the independent registered public
                accounting firm our annual and quarterly financial statements and
                related
                disclosures;




•
            
            coordinating
                the oversight and reviewing the adequacy of our internal control
                over
                financial reporting with both management and the independent registered
                public accounting firm;




•
            
            establishing
                policies and procedures for the receipt and retention of accounting
                related complaints and concerns, including a confidential, anonymous
                mechanism for the submission of concerns by employees;




•
            
            periodically
                reviewing legal compliance matters, including securities trading
                policies,
                periodically reviewing significant accounting and other risks or
                exposures
                to our company, reviewing and, if appropriate, approving all transactions
                between our company or its subsidiaries and any related party (as
                described in Item 404 of Regulation S-K) and periodically reviewing
                business expenses of our chief executive officer; and




•
            
            establishing
                policies for the hiring of employees and former employees of the
                independent registered public accounting firm.




*Compensation
      Committee*




Our
      compensation committee consists of Jinrong Chen, Yiu-Chun Chan, and Lei Lin.
      Ms. Chen is the chairperson of our compensation committee. The purpose of
      our compensation committee is to discharge the responsibilities of our board
      of
      directors relating to compensation of our executive officers. Specific
      responsibilities of our compensation committee include:




•
            
            reviewing
                and recommending approval of compensation of our executive officers;




•
            
            administering
                our stock incentive and employee stock purchase plans; and




•
            
            reviewing
                and making recommendations to our board with respect to incentive
                compensation and equity plans.




*Nominating
      Committee*




Our
      nominating committee consists of Yiu-Chun Chan, Jinrong Chen, and Lei Lin.
      Mr. Chan is the chairman of our nominating committee. The purpose of our
      nominating committee is to be primarily responsible for identifying individuals
      qualified to serve as members of the board of directors and recommending to
      the
      board the persons to be nominated by the board as nominees for director at
      each
      annual meeting of our stockholders. Specific responsibilities of our nominating
      committee include:




•
            
            developing
                and recommending to the board of directors criteria for board of
                directors
                and committee membership;


3





•
            
            identifying
                individuals qualified to become board of directors members;




•
            
            recommending
                to the board of directors the persons to be nominated for election
                as
                directors and to each of the board of directors’ committees;




•
            
            developing
                and recommending to the board of directors a code of ethical conduct
                and a
                set of corporate governance policies and practices; and




•
            
            monitoring
                and evaluating the performance of the board of directors and leading
                the
                board in an annual self-assessment of its practices and effectiveness.





**Section
      16(a) Beneficial Ownership Reporting Requirements**




Section 16(a)
      of the Securities Exchange Act of 1934 requires our executive officers,
      directors and persons who own beneficially more than ten percent of a registered
      class of our equity securities to file reports of ownership and changes in
      ownership with the Securities and Exchange Commission and the NASDAQ Global
      Select Market. The Securities and Exchange Commission has established specific
      due dates for these reports, and we must disclose in this 10-K/A any late
      filings during fiscal 2007. Based solely upon a review of Forms 3 and 4
      furnished to Synutra, to our knowledge, during the period ended March 31, 2008,
      the following persons failed to file, on a timely basis, reports required under
      Section 16(a) of the Securities Exchange Act of 1934: (i) William W. Wu failed
      to file a Form 3 despite being an officer and director of Synutra, Mr. Wu has
      since filed such Form 3, on May 30, 2008; (ii) Jinrong Chen failed to file
      a
      Form 3 despite being a director of Synutra, Ms. Chen has since filed such Form
      3, on May 30, 2008; (iii) Lei Lin failed to file a Form 3 despite being a
      director of Synutra, Mr. Lin has since filed such Form 3, on May 30, 2008;
      and
      (iv) Xisen Mu failed to file a Form 3 despite being an officer of Synutra,
      Mr.
      Mu has since filed such Form 3, on May 30, 2008.




**Code
      of Ethics**




The
      Company has a code of ethics that applies to all of the Company’s employees,
      including its principal executive officer, principal financial officer and
      principal accounting officer, and the Board of Directors. A copy of this code
      is
      available on the Company's website at www.synutra.com. The Company intends
      to
      disclose any changes in or waivers from its code of ethics by posting such
      information on its website or by filing a Form 8-K.




**ITEM 11.**
            **EXECUTIVE
                COMPENSATION**




**COMPENSATION
      DISCUSSION AND ANALYSIS**




This
      section describes the material elements of compensation earned by our executive
      officers during the fiscal year ended March 31, 2008. Our executive compensation
      programs are determined and approved by the compensation committee of our board
      of directors.




Liang
      Zhang and Lawrence Lee, who serve as our chief executive officer and our chief
      financial officer, respectively, and William W. Wu were our “named executive
      officers” for the fiscal year ended March 31, 2008, and the compensation
      for these officers is reported in the “Summary Compensation Table” below. No
      other executive officer received compensation in excess of $100,000 for the
      fiscal year ended March 31, 2008. Jibin Zhang, who served as our chief
      financial officer before Lawrence Lee, resigned from that position effective
      October 1, 2007. His compensation is also reported in the table titled “Summary
      Compensation Table—Fiscal Years Ended March 31, 2008 and March 31, 2007” below.
      Unless otherwise noted, the amounts reported in this Form 10-K/A have been
      converted from Renminbi to U.S. dollars based on the conversion rate as of
      March
      31, 2008 of RMB7.0190 to $1.00.


4




**Overview
      of Executive Compensation Program**




The
      compensation committee has responsibility for establishing, implementing and
      monitoring our executive compensation program philosophy and practices. The
      compensation committee seeks to ensure that the total compensation paid to
      our
      executive officers is fair, reasonable and competitive.




**Compensation
      Philosophy and Objectives**




The
      compensation committee believes that an effective executive compensation program
      should provide base annual compensation that is reasonable in relation to the
      individual executive’s job responsibilities and reward the achievement of both
      annual and long-term strategic goals of our company. Because of the size of
      our
      company, the small number of executive officers in our company, and our
      company’s financial priorities, the compensation committee has decided not to
      implement or offer any retirement plans, deferred compensation plans or other
      similar plans for our executive officers. Accordingly, for the fiscal year
      ended
      March 31, 2008, the components of our executive compensation program consisted
      of cash salary only. On June 11, 2008, the Company adopted the 2008 Stock
      Incentive Plan (the “Plan”). The Plan provides the Company with the ability to
      grant stock-based awards to all employees, officers and directors. Although
      the
compensation committee currently has not granted any stock-based awards, the
      compensation committee will consider using equity incentive grants in the
      future.




The
      compensation committee also takes into account in making its decisions the
      executive compensation programs of other manufacturing and marketing companies
      operating in China. The compensation committee may in future years reassess
      the
      levels of equity and cash compensation offered to our executives in light of
      our
      profitability and other performance factors.




**Role
      of Executive Officers in Compensation Decisions**




Our
      compensation committee and chief executive officer annually review the
      performance of each executive officer (other than the chief executive officer,
      whose performance is reviewed only by the compensation committee). The
      compensation committee makes all decisions with respect to compensation for
      the
      chief executive officer and will approve grants of equity awards to all of
      our
      executive officers. Decisions regarding the non-equity compensation of our
      executive officers other than our chief executive officer are made by our chief
      executive officer.




**Setting
      Executive Compensation**




In
      making
      its compensation decisions, our compensation committee does not retain outside
      compensation consultants. Instead, the compensation committee reviews
      compensation data for executives of other listed companies located in China.
      The
      compensation committee utilizes this data to set compensation for our executive
      officers at levels targeted at or around the average of the compensation amounts
      provided to similarly situated executives at comparable local companies
      considering, for each executive, their individual experience level and the
      responsibilities of their position with us. There is no pre-established policy
      or target for the allocation between cash and non-cash incentive compensation.




**Employment
      Agreements**




We
      have
      entered into standard employment agreements with each of our executive officers,
      including the named executive officers. The terms and conditions of these
      employment agreements are determined via negotiations between the employee
      parties and us, and the framework and structure of the agreements are intended
      to comply with applicable PRC labor and employment laws.




Liang
      Zhang’s employment agreement has a two-year term that ends on December 20, 2008
      and provides for an annual base salary of approximately $170,964. William W.
      Wu’s employment agreement has a two-year term that ends on June 30, 2009 and
      provides for an annual base salary of approximately $119,675. Lawrence Lee’s
      employment agreement has a term that ends on December 31, 2008 and provides
      for
      an annual base salary of approximately $113,976. Jibin Zhang’s employment
      agreement has a two-year term that ends on June 30, 2009 and provides for an
      annual base salary of approximately $59,543.


5




**2008
      Executive Compensation Components**




For
      the
      fiscal year ended March 31, 2008, the principal component of compensation for
      our executive officers was their base salary. We provide executive officers
      with
      a base salary to compensate them for services rendered during the fiscal year.
      Base salary ranges for the executive officers are determined for each executive
      based on his or her position and responsibility.




During
      its review of base salaries for executives, the compensation committee primarily
      considers:




•
            
            the
                negotiated terms of each executive’s employment agreement;




•
            
            internal
                review of the executive’s compensation, both individually and relative to
                other executive officers; and




•
            
            individual
                performance of the executive.




Salary
      levels are typically considered annually as part of our performance review
      process, as well as upon a change in job responsibility. Merit-based increases
      to salaries are based on the compensation committee’s assessment of the
      individual’s performance.




Our
      executive officers did not receive any annual bonus or equity-based compensation
      for the fiscal year ended March 31, 2008.




**Summary
      Compensation Table — Fiscal Years Ended March 31, 2008 and March 31, 2007**




The
      following table presents information regarding compensation of our named
      executive officers for services rendered during the fiscal years ended March
      31,
      2008 and March 31, 2007. The amounts reported in this table have been converted
      from Renminbi to U.S. dollars based on the March 31, 2008 conversion rate of
      RMB
      7.0190 to $1.00.




**Name and Principal**
              **Position**
            
            **Year**
              **ended**
              **March,**
              **31**
            
            **Salary**
              **($)**
            
            **Bonus**
              **($)**
            
            **Stock**
              **Awards**
              **($)**
            
            **Option**
              **Awards**
              **($)**
            
            **Non-Equity**
              **Incentive Plan**
              **Compensation**
              **($)**
            
            **Change in**
              **Pension Value**
              **and**
              **Nonqualified**
              **Deferred**
              **Compensation**
              **Earnings ($)**
            
            **All Other**
              **Compensation**
              **($)**
            
            **Total ($)**(a)
            
            (b)
            
            (c)
            
            (d)
            
            (e)
            
            (f)
            
            (g)
            
            (h)
            
            (i)
            
            (j)**Liang
                Zhang**
              Chairman
                of the Board and Chief Executive Officer
            
            
            2008
              2007
            
            
            170,964
              32,334
            
            
            0
              0
            
            
            0
              0
            
            
            0
              0
            
            
            0
              0
            
            
            0
              0
            
            
            0
              0
            
            
            170,964
              39,026**Lawrence
                Lee****(2)******
              Chief
                Financial Officer
            
            
            2008
              2007
            
            
            56,988
              0
            
            
            0
              0
            
            
            0
              0
            
            
            0
              0
            
            
            0
              0
            
            
            0
              0
            
            
            10,407
              5,203
            
            
            67,395
              5,203**William
                W. Wu**
              President —
                Marketing and Sales
            
            
            2008
              2007
            
            
            119,675
              119,675
            
            
            0
              0
            
            
            0
              0
            
            
            0
              0
            
            
            0
              0
            
            
            0
              0
            
            
            0
              0
            
            
            119,675
              119,675**Jibin
                Zhang****(3)******
              Former
                Chief Financial Officer
            
            
            2008
              2007
            
            
            64,112
              60,305
            
            
            0
              0
            
            
            0
              0
            
            
            0
              0
            
            
            0
              0
            
            
            0
              0
            
            
            4,267
              6,244
            
            
            68,379
              66,549


6







(1)
            Because
                of his significant equity interest in us, Liang Zhang elected not
                to
                receive any form of compensation, monetary or otherwise, prior to
                January
                2007. This amount reflects the base salary paid to Liang Zhang for
                the
                last three months of the fiscal year ended March 31, 2007.


(2)
            As
                noted above, Lawrence Lee was appointed our chief financial officer
                effective October 1, 2007. The amounts reported in column (i) reflect
                retainer fees for his service on our board of directors prior to
                his
                appointment as our chief financial officer.


(3)
            As
                noted above, Jibin Zhang resigned as our chief financial officer
                effective
                October 1, 2007 but remained as a senior manager of our company.
                The
                amounts reported in column (i) consist of certain housing and social
                insurance payments made by us on his behalf.





**Compensation
      Committee Report**




The
      Compensation Committee has reviewed and discussed with management the
“Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-K
      and, based on such review and discussions, has recommended to our board of
      directors that the foregoing “Compensation Discussion and Analysis” be included
      in this Annual Report.




Compensation
                Committee of the Board of DirectorsJinrong
                Chen (Chairperson)Yiu-Chun
                ChanLei
                Lin




**Plan-Based
      Awards — Fiscal Year Ended March 31, 2008**




None
      of
      our named executive officers received any grants of options or other stock-based
      awards during the fiscal year ended March 31, 2008. Additionally, none of our
      named executive officers held any outstanding options or other stock-based
      awards as of the last day of the fiscal year ended March 31, 2008, nor did
      any
      of our named executive officers exercise any options or hold any other stock
      awards that vested during the fiscal year ended March 31, 2008.




**Potential
      Payments Upon Termination of Employment or Change of Control**




We
      have
      not entered into any arrangements with our executive officers to provide
      severance or change of control benefits. Upon a termination of employment by
      us,
      an employee is generally entitled under PRC labor law to one month’s severance
      pay for each full year he or she has been employed with us (with a minimum
      of
      one month’s severance pay and a maximum of 12 months’ severance pay). Under this
      provision, our named executive officers would have been entitled to the
      following severance amounts if his employment had been terminated by us on
      March
      31, 2008: Liang Zhang — $142,470 (based on ten full years of service); Lawrence
      Lee — $9,498 (based on less than one full year of service); William W. Wu —
$19,946 (based on two full years of service); and Jibin Zhang — $26,713 (based
      on five full years of service).




**Stock
      Incentive Plan**




We
      have
      adopted the 2008 Stock Incentive Plan to provide an additional means to attract,
      motivate, retain and reward selected employees and other eligible persons.
      Employees, officers, directors, and consultants that provide services to us
      or
      one of our subsidiaries may be selected to receive awards under the Plan.




Our
      board
      of directors, or a committee of directors appointed by the board, will have
      the
      authority to administer the Plan. The administrator of the plan will have broad
      authority to:




•
            
            select
                participants and determine the types of awards that they are to receive;




•
            
            determine
                the number of shares that are to be subject to awards and the terms
                and
                conditions of awards, including the price (if any) to be paid for
                the
                shares or the award;


7





•
            
            cancel,
                modify or waive our rights with respect to, or modify, discontinue,
                suspend or terminate any or all outstanding awards, subject to any
                required consents;




•
            
            construe
                and interpret the terms of the Plan;




•
            
            accelerate
                or extend the vesting or exercisability or extend the term of any
                or all
                outstanding awards;




•
            
            subject
                to the other provisions of the Plan, make certain adjustments to
                an
                outstanding award and authorize the conversion, succession or substitution
                of an award; and




•
            
            allow
                the purchase price of an award or shares of our common stock to be
                paid in
                the form of cash, check or electronic funds transfer, by the delivery
                of
                already-owned shares of our common stock or by a reduction of the
                number
                of shares deliverable pursuant to the award, by services rendered
                by the
                recipient of the award, by notice and third-party payment or cashless
                exercise on such terms as the administrator may authorize, or any
                other
                form permitted by law.




A
      total
      of 12,500,000 shares of our common stock have been authorized for issuance
      with
      respect to awards granted under the Plan. Any shares subject to awards that
      are
      not paid or exercised before they expire or are terminated, as well as shares
      used to pay the purchase or exercise price of awards or related tax withholding
      obligations, will become available for other award grants under the Plan. As
      of
      the date of this filing, no awards have been granted under the Plan, and the
      full number of shares authorized under the Plan will be available for award
      purposes.




Awards
      under the Plan may be in the form of incentive or nonqualified stock options,
      stock appreciation rights, restricted stock, stock bonuses and other forms
      of
      awards granted or denominated in our common stock or units of our common stock.
      Awards under the plan generally will not be transferable other than by will
      or
      the laws of descent and distribution, except that the plan administrator may
      authorize certain transfers for tax or estate planning purposes.




Nonqualified
      stock options and other awards may be granted at prices below the fair market
      value of the common stock on the date of grant. Restricted stock awards can
      be
      issued for nominal or the minimum lawful consideration. Incentive stock options
      must have an exercise price that is at least equal to the fair market value
      of
      our common stock, or 110% of fair market value of our common stock for incentive
      stock option grants to any 10% owner of our common stock, on the date of grant.
      These and other awards may also be issued solely or in part for services. Awards
      are generally paid in cash or shares of our common stock. Subject to applicable
      tax law, the plan administrator may provide for the deferred payment of awards
      and may determine the terms applicable to deferrals.




As
      is
      customary in incentive plans of this nature, the number and kind of shares
      that
      will be available under the Plan and any outstanding awards, as well as the
      exercise or purchase prices of awards, will be subject to adjustment in the
      event of certain reorganizations, mergers, combinations, recapitalizations,
      stock splits, stock dividends or other similar events that change the number
      or
      kind of shares outstanding, and extraordinary dividends or distributions of
      property to the stockholders. In no case (except due to an adjustment referred
      to above or any repricing that may be approved by our stockholders) will any
      adjustment be made to a stock option or stock appreciation right award under
      the
      Plan (by amendment, cancellation and regrant, exchange or other means) that
      would constitute a repricing of the per-share exercise or base price of the
      award.




Upon
      the
      occurrence of any of the following:




•
            
            any
                merger, combination, consolidation, or other reorganization;




•
            
            any
                exchange of our common stock or other securities;




•
            
            a
                sale of all or substantially all of our business, stock or assets;


8





•
            
            our
                dissolution; or




•
            
            any
                other event in which we do not survive (or do not survive as a public
                company in respect of our common stock);




outstanding
      awards under the Plan will generally become fully vested and will terminate
      upon
      the transaction, unless the awards are assumed by the successor entity or
      otherwise continue in the circumstances.




Our
      board
      of directors may amend or terminate the Plan at any time, but no such action
      will affect any outstanding award in any manner materially adverse to a
      participant without the consent of the participant. The Plan and any Plan
      amendments will be submitted to stockholders for their approval as required
      by
      applicable law or any applicable listing agency. The Plan is not exclusive
— our
      board of directors and compensation committee may grant stock and performance
      incentives or other compensation, in stock or cash, under other plans or
      authority.




The
      plan
      will terminate on June 10, 2018. However, the plan administrator will retain
      its
      authority until all outstanding awards are exercised or terminated. The maximum
      term of options, stock appreciation rights and other rights to acquire common
      stock under the plan is ten years after the initial date of the award.




**Director
      Compensation**




The
      following table presents information regarding the compensation for the fiscal
      year ended March 31, 2008 to members of our board of directors who were not
      also
      employed by us (referred to as our “non-employee directors”) during the fiscal
      year. The compensation paid to Liang Zhang, Lawrence Lee and William W. Wu,
      each
      of whom is employed by us, is presented below in the table titled “Summary
      Compensation Table—Fiscal Years Ended March 31, 2008 and March 31,
      2007” and the related explanatory tables.


**Name**
              
              **Fees**
                **Earned**
                **or Paid**
                **in Cash**
                **($)**
              
              **Stock**
                **Awards**
                **($)****(1)**
              
              **Option**
                **Awards**
                **($)****(1)**
              
              **Non-Equity**
                **Incentive Plan**
                **Compensation**
                **($)**
              
              **Change in**
                **Pension Value**
                **and**
                **Nonqualified**
                **Deferred**
                **Compensation**
                **Earnings**
                **($)**
              
              **All Other**
                **Compensation**
                **($)**
              
              **Total**
                **($)**Jinrong
                  Chen
              
              
              25,000
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              25,000Yiu-Chun
                  Chan
              
              
              25,000
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              25,000Lei
                  Lin(2)
              
              
              15,000
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              15,000





(1)
            None
                of our non-employee directors held any outstanding options or other
                stock-based awards as of the last day of the fiscal year ended March
                31,
                2008.


(2)
            Lei
                Lin was elected to our board of directors on October 1, 2007.




**Non-Employee
      Director Compensation**




Currently,
      each of our non-employee directors is entitled to receive an annual cash
      retainer of $30,000 for his or her services as a director. In addition, our
      non-employee directors are reimbursed for travel, lodging and other reasonable
      out-of-pocket expenses incurred in attending meetings of the board and board
      committees. **** Our
      non-employee directors do not receive any equity-based awards or other
      compensation for their service as directors.




**Compensation
      Committee Interlocks and Insider Participation**




Jinrong
      Chen, Yiu-Chun Chan, Lei Lin and Lawrence Lee each served on the compensation
      committee during the fiscal year ended March 31, 2008. Effective October 1,
      2007, Lawrence Lee resigned as a director and was appointed as our chief
      financial officer. Otherwise, none of these directors is or was an executive
      officer of our company or had any relationships requiring disclosure by us
      under
      the SEC’s rules requiring disclosure of certain relationships and related-party
      transactions. None of our executive officers served as a director or a member
      of
      a compensation committee (or other committee serving an equivalent function)
      of
      any other entity, the executive officers of which served as a director or member
      of our compensation committee during the fiscal year ended March 31, 2008.


9




**ITEM 12.**
            **SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                STOCKHOLDER MATTERS**




**Security
      Ownership of Certain Beneficial Owners**




The
      following table sets forth information, as of September 30, 2008, regarding
      the
      beneficial ownership of our common stock by:




•
            
            each
                person known by us to be a beneficial owner of more than five percent
                of
                our outstanding common stock;




•
            
            each
                of our directors and director nominees;




•
            
            each
                of our named executive officers; and




•
            
            all
                directors and executive officers as a group.




The
      amounts and percentage of common stock beneficially owned are reported on the
      basis of regulations of the SEC governing the determination of beneficial
      ownership of securities. Under the rules of the SEC, a person is deemed to
      be a
“beneficial owner” of a security if that person has or shares “voting power,”
which includes the power to vote or to direct the voting of such security,
      or
“investment power,” which includes the power to dispose of or to direct the
      disposition of such security. A person is also deemed to be a beneficial owner
      of any securities of which that person has a right to acquire beneficial
      ownership within 60 days after June 11, 2008. Under these rules, more than
      one person may be deemed a beneficial owner of the same securities and a person
      may be deemed a beneficial owner of securities as to which he has no economic
      interest. Except as indicated by footnote, the persons named in the table below
      have sole voting and investment power with respect to all shares of common
      stock
      shown as beneficially owned by them.




Percentage
      of class is based on 54,000,713 shares of common stock outstanding as of
      September 1, 2008. **** Unless
      otherwise noted below, the address of the persons listed on the table is 2275
      Research Blvd., Suite 500, Rockville, Maryland 20850.


**Shares**
                  **Beneficially**
                  **Owned Prior to**
                  **This Offering****Name**
                
                **Number**
                
                **Percent****OFFICERS
                    AND DIRECTORS**Liang
                    Zhang, Director and Chief Executive Officer(1)
                
                
                36,000,000
                
                
                66.67
                %Lawrence
                    Lee, Chief Financial Officer
                
                
                —
                
                
                —Weiguo
                    Zhang, President and Chief Operating Officer
                
                
                2,000
                
                
                *William
                    W. Wu, Director and President of Marketing and Sales
                
                
                —
                
                
                —Jinrong
                    Chen, Director
                
                
                —
                
                
                —Yiu-Chun
                    Chan, Director
                
                
                —
                
                
                —Lei
                    Lin, Director
                
                
                —
                
                
                —Xisen
                    Mu, President of Production
                
                
                —
                
                
                —**All
                    Officers and Directors as a Group**
                
                
                **36,002,000**
                
                
                **66.67**
                **%****PRINCIPAL
                    STOCKHOLDER**Warburg
                    Pincus Private Equity IX, L.P.(2)
                
                
                5,000,000
                
                
                9.26
                %


10





*
            Less
                than 1%


(1)
            This
                  amount includes 36,000,000 shares owned by Beams Power Investment
                  Limited,
                  or Beams, a British Virgin Islands companyand up to 1,000,000 shares of common stock issuable to the Warburg
                  Pincus
                  Entities, as defined below, pursuant to the Senior Exchangeable
                  Note,
                  dated April 23, 2008, issued by Beams Power Investment
                  Limited..
                  Liang Zhang has dispositive and voting power over investments by
                  Beams.
                  Liang Zhang’s wife, Xiuqing Meng, is the sole shareholder and director of
                  Beams.


(2)
            According
                to a Schedule 13D/A filed by Warburg Pincus Private Equity IX, L.P.,
                or
                Warburg, with the SEC on September 1, 2008, Warburg Pincus IX LLC,
                or WP
                IX LLC, is the sole general partner of Warburg. Warburg Pincus Partners
                LLC, or WP Partners, is the sole managing member of WP IX LLC, and
                Warburg
                Pincus & Co., or WP, is the sole managing member of WP Partners.
                Charles R. Kaye and Joseph P. Landy are general partners of WP and
                managing members and co-presidents of Warburg Pincus LLC, or WP LLC,
                which
                manages Warburg. WP, WP Partners, WP IX LLC, Warburg and WP LLC are
                collectively referred to as the “Warburg Pincus Entities.” Messrs. Kaye
                and Landy may be deemed to indirectly beneficially own the shares
                held by
                Warburg because of their affiliation with the Warburg Pincus Entities.
                Messrs. Kaye and Landy disclaim beneficial ownership of the shares
                held by
                Warburg except to the extent of their pecuniary interest therein.
                The
                address of the Warburg Pincus Entities is 466 Lexington Avenue, New
                York,
                New York, 10017. This amount includes 4,000,000 shares of common
                stock
                held directly bythe
                Warburg Pincus Entitiesand up to 1,000,000 shares of common stock issuable tothe
                Warburg Pincus Entitiespursuant to the Senior Exchangeable Note, dated April 23, 2008, issued
                by
                Beams Power Investment Limited.




**ITEM 13.**
            **CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE**




All
      transactions involving us and our officers, directors, principal stockholders
      and their affiliates will be and have been approved by a majority of our board
      of directors, including a majority of the independent directors.




**Transactions
      with Affiliate Companies controlled by Liang Zhang**




Our
      chairman, chief executive officer and principal stockholder, Liang Zhang,
      controls several other companies in China. Among these companies, we sell butter
      and skimmed milk powder to Beijing Kelqin Dairy Co., Ltd. and Honnete,
      formulation ingredients to Beijing Ao Naier Feed Stuff LLC, our name brand
      products to St. Angel (Beijing Business Service) and engage the services of
      Beijing Luding Xueyuan for direct sales, catalogue sales, and regional retail
      outlets distribution. We also purchased whey protein powder from Honnete and
      Beijing Kelqin Dairy Co., Ltd., and catalogues, brochures, and marketing
      materials from Beijing Sheng Long Media Co., Ltd.




Honnete
      imports whey protein from Eurosérum. We purchased substantially all of our whey
      protein powder from Honnete until December 2007, when we started to purchase
      substantially all of our whey protein powder directly from Eurosérum. For the
      fiscal year ended March 31, 2008 we purchased $17.9 million of whey protein
      powder from Honnete.




We
      acquired an 80% interest in Baoquanling from Harbin Kang Pu for $1.4 million
      in
      May 2007 to increase our production capacity for infant formula products.




The
      following table sets forth the value of our sales to our affiliated companies
      during the period indicated.


**Year Ended**
                **March 31,**
                **2008****($ in thousands)**Heilongjiang
                  Baoquanling Sheng Yuan Dairy Co., Ltd.
              
              
              —Beijing
                  Kelqin Dairy Co., Ltd.
              
              
              143Beijing
                  Luding Xueyuan Trading Co., Ltd
              
              
              1,497Beijing
                  Ao Naier Feed Stuff LLC
              
              
              —St.
                  Angel (Beijing Business Service)
              
              
              —Beijing
                  Honnete Dairy Co., Ltd.
              
              
              —Total
              
              
              1,640


11




The
      following table sets forth the value of our purchases from our affiliated
      companies during the period indicated.


**Year ended**
                **March 31,**
                **2008****($ in thousands)**Heilongjiang
                  Baoquanling Sheng Yuan Dairy Co., Ltd.
              
              
              —Beijing
                  Kelqin Dairy Co., Ltd.
              
              
              3,286Beijing
                  Sheng Long Media Co., Ltd.
              
              
              —Beijing
                  Honnete Dairy Co., Ltd.
              
              
              17,862St.
                  Angel (Beijing Business Service)
              
              
              988Total
              
              
              22,136




All
      transactions involving the Company and its officers, directors, principal
      shareholders and their affiliates will be and have been approved by a majority
      of the Board of Directors, including a majority of independent
      directors




**Registration
      Rights Agreement with Warburg**




On
      June 15, 2007, we issued 4,000,000 shares of common stock to Warburg Pincus
      Private Equity IX, L.P., or Warburg, for $66.0 million and entered into a
      registration rights agreement with Warburg. Pursuant to this registration rights
      agreement, we granted Warburg certain customary registration rights, including
      demand, piggyback and Form S-3 registration rights. Subject to the provisions
      of
      the registration rights agreement and the restrictions of its lock-up agreement,
      Warburg will be entitled to require us to register the resale of its shares
      under the Securities Act.




On
      April
      23, 2008, Beams Power Investment Limited, or Beams, a British Virgin Islands
      limited liability company and our majority stockholder, and Warburg entered
      into
      a note purchase agreement. Pursuant to this note purchase agreement, Beams
      issued Warburg a senior convertible note in an aggregate principal amount of
      $30
      million, which is convertible into shares of our common stock held by Beams.
      In
      addition, Beams and Warburg entered into a share pledge agreement, dated April
      23, 2008, pursuant to which Beams agreed to pledge an aggregate of 5,967,000
      of
      shares of our common stock held by Beams as initial collateral for the loan
      covered by the note.




In
      connection with the issuance of the note and the share pledge agreement, we
      entered into a registration rights agreement, dated April 23, 2008, with Beams
      and Warburg, pursuant to which we granted Warburg certain customary registration
      rights, including demand, piggyback and Form S-3 registration rights, with
      respect to the shares of our common stock Warburg acquires or may acquire
      pursuant to the note purchase agreement, the note and the share pledge
      agreement.




**Director
      Independence**




The
      Board
      has determined all Board members, excluding Liang Zhang and William W. Wu,
      are
      independent under the applicable NASDAQ rules. The Board has also determined
      the
      members of each committee of the Board are independent under the listing
      standards of the NASDAQ Global Select Market. In making these determinations,
      the Board considered, among other things, the types and amounts of the
      commercial dealings between the Company and the companies and organizations
      with
      which the directors are affiliated.




**ITEM 14.**
            **PRINCIPAL
                ACCOUNTING FEES AND SERVICES**




On
      July
      27, 2007, we dismissed our independent registered public accounting firm,
      Rotenberg & Co. LLP (“Rotenberg”), engaged to audit our financial
      statements, because the growth and size of our operations required us to select
      an accountant with greater resources and a more global scale. The dismissal
      was
      effective immediately and was approved by the Audit Committee of our Board
      of
      Directors.


12




Rotenberg’s
      audit reports on the Company’s consolidated financial statements for the years
      ended March 31, 2007 and 2006 did not contain any adverse opinion or disclaimer
      of opinion, nor were they qualified or modified as to uncertainty, audit scope,
      or accounting principles.




In
      connection with the audits of the Company’s financial statements for each of the
      fiscal years ended March 31, 2007 and 2006 and through the date of dismissal,
      there were no disagreements between the Company and Rotenberg on any matter
      of
      accounting principles or practices, financial statement disclosure, or auditing
      scope or procedure which, if not resolved to Rotenberg's satisfaction, would
      have caused Rotenberg to make reference to the subject matter in their report
      on
      the Company's consolidated financial statements for such years; and there were
      no reportable events, as listed in Item 304(a)(1)(v) of Regulation
      S-K.




On
      July
      27, 2007, we engaged Deloitte Touche Tohmatsu CPA Ltd. (“DTTC”) as our new
      independent auditors. The engagement was approved by the Audit Committee of
      our
      Board of Directors. No relationship existed in any manner between DTTC and
      us
      prior to the date we engaged DTTC.




**AUDIT
      FEES**




Rotenberg
      was paid aggregate fees of approximately $171,368 **** and
      $235,611 for the fiscal years ended March 31, 2008 and 2007, respectively,
      for professional services rendered for the audit of the Company’s annual
      financial statements and for the reviews of the financial statements included
      in
      the Company’s quarterly reports on Form 10-Q.




DTTC
      was
      paid aggregate fees of approximately $1,234,190 **** for
      the
      fiscal year ended March 31, 2008, for professional services rendered for
      the audit of the Company’s annual financial statements and for the reviews of
      the financial statements included in the Company’s quarterly reports on Form
      10-Q.




**AUDIT-RELATED
      FEES**




Rotenberg
      was paid additional fees of approximately $11,825 for the fiscal years ended
      March 31, 2008, and 2007 for assurance and related services reasonably
      related to the performance of the audit or review of the Registrant’s financial
      statements.




DTTC
      was
      paid aggregate fees of approximately $467,735 for the fiscal year ended
      March 31, 2008, for assurance and related services reasonably related to
      the performance of the audit or review of the Registrant’s financial
      statements.




**TAX
      FEES**




Rotenberg
      did not render any professional service regarding tax compliance, taxation
      or
      tax compliance, and was not paid any fees with regard to such services for
      the
      fiscal years ended March 31, 2008 and 2007.




DTTC
      was
      not paid any fees for the fiscal year ended March 31, 2008, for
      professional services rendered for tax compliance, tax advice and tax
      planning.




**ALL
      OTHER FEES**




Rotenberg
      was paid no other fees for professional services during the fiscal years ended
      March 31, 2008 and 2007.




DTTC
      was
      paid no other fees for any other services rendered to the Company for the fiscal
      year ended March 31, 2008.


13




**AUDIT
      COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES**




Our
      Audit
      Committee’s policy is to pre-approve all audit and permissible non-audit
      services provided by our independent auditors. These services may include audit
      services, audit-related services, tax services and other services. Pre-approval
      is generally provided for up to one year and any pre-approval is detailed as
      to
      the particular service or category of services. The independent auditor and
      management are required to periodically report to the Audit Committee regarding
      the extent of services provided by the independent auditor in accordance with
      this pre-approval.


14


**PART
      IV**




**ITEM
      15.**  **EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES**




**(a)
      The following documents are filed as part of this report:**




**3.
      Exhibits:**




Exhibits
      are incorporated herein by reference or are filed with this report as indicated
      below (numbered in accordance with




Item
      601
      of Regulation S−K:




**No.**
            
            **Description**10.12
            
            Loan
                Agreement among Synutra International, Inc., ABN AMRO Bank N.V. and
                certain lenders party thereto, dated October 11, 2007 (incorporated
                by
                reference to Exhibit 10.1 to the Synutra International, Inc. Current
                Report on Form 8-K filed on October 17, 2007).10.13
            
            Collateral
                Agreement among Synutra International, Inc., ABN AMRO Bank N.V. and
                Synutra, Inc., dated October 11, 2007 (incorporated by reference
                to
                Exhibit 10.2 to the Synutra International, Inc. Current Report on
                Form 8-K
                filed on October 17, 2007).10.14
            
            US
                Dollar Facility Fee Letter Agreement between Synutra International,
                Inc.
                and ABN AMRO Bank N.V., dated October 11, 2007 (incorporated by reference
                to Exhibit 10.3 to the Synutra International, Inc. Current Report
                on Form
                8-K filed on October 17, 2007).10.15
            
            Synutra
                International, Inc. 2008 Stock Incentive Plan (incorporated by reference
                to Exhibit 10.1 to the Synutra International, Inc. current Report
                on Form
                8-K filed on June 17, 2008).10.16A
            
            Form
                of Incentive Stock Option Agreement under Synutra International,
                Inc. 2008
                Stock Incentive Plan.10.16B
            
            Form
                of Nonqualified Stock Option Agreement under Synutra International,
                Inc.
                2008 Stock Incentive Plan.31.1
            
            Certificate
                of Chief Executive Officer Pursuant to Securities Exchange Act Rules
                13a−14(a) and 15d−14(a) as Adopted Pursuant to Section 302 of the
                Sarbanes−Oxley Act of 2002, dated October 24, 2008.31.2
            
            Certificate
                of Chief Financial Officer Pursuant to Securities Exchange Act Rules
                13a−14(a) and 15d−14(a) as Adopted Pursuant to Section 302 of the
                Sarbanes−Oxley Act of 2002, datedOctober24,2008.


15


**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) 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.




**SYNUTRA
                INTERNATIONAL, INC.***(Registrant)*Dated:
                October 24, 2008
            By:
            /s/
                Liang Zhang**Liang
                Zhang***Chairman
                and Chief Executive Officer*




Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the Registrant and in the
      capacities and on the date indicated.




Dated:
                October 24, 2008
            By:
            /s/
                Liang Zhang**Liang
                Zhang**
              *Chief
                Executive Officer, and Chairman (Principal Executive
                Officer)*Dated:
                October 24, 2008
            By:
            /s/
                Lawrence Lee**Lawrence
                Lee**
              *Chief
                Financial Officer (Principal Financial and Accounting
                Officer)*Dated:
                October 24, 2008
            By:
            /s/
                Jinrong Chen**Jinrong
                Chen**
              *Director*Dated:
                October 24, 2008
            By:
            /s/
                Yiu-Chun Chan**Yiu-Chun
                Chan**
              *Director*Dated:
                October24, 2008
            By:
            /s/
                Lei Lin**Lei
                Lin**
              *Director*Dated:
                October 24, 2008
            By:
            /s/
                William W. Wu**William
                W. Wu**
              *Director*




16