**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      8-K**





**CURRENT
      REPORT**


**Pursuant
      to Section 13 or 15(d) of the Securities Exchange Act of
      1934**





**Date
      of Report (Date of earliest event reported):**June 4,
      2007







CHINDEX
      INTERNATIONAL, INC.


(Exact
      Name of Registrant as Specified in Charter)








DELAWARE
            
            0-24624
            
            13-3097642(State
                of Incorporation)
            
            (Commission
              File
                Number)
            
            (IRS
                Employer
              Identification
                No.)











7201
                WISCONSIN AVENUE
              BETHESDA,
                MARYLAND
            
            20814(Address
                of Principal Executive Offices)
            
            (Zip
                Code)








Registrant's
      telephone number, including area code:  (301) 215−7777




Check
      the
      appropriate box below if the Form 8−K filing is intended to simultaneously
      satisfy the filing obligation of the registrant under any of the following
      provisions:




[
      ]
      Written communications pursuant to Rule 425 under the Securities Act (17 CFR
      230.425)




[
      ]
      Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR
      240.14a−12)




[
      ]
      Pre−commencement communications pursuant to Rule 14d−2(b) under the Exchange Act
      (17 CFR 240.14d−2(b))




[
      ]
      Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act
      (17 CFR 240.13e−4(c))










**Item
      1.01.             Entry
      into Material Definitive Agreement.**




On
      June
      4, 2007, the Board of Directors of Chindex International, Inc. (the
“Company”) adopted a Stockholder Rights Plan by declaring a dividend
      distribution of one Right for each outstanding share of common stock, par value
      $.01 per share, of the Company, regardless of class (the “Common
      Shares”), to stockholders of record on June 14, 2007 (the “Record
      Date”).  Each Right entitles the registered holder to purchase
      from the Company a unit (“Unit”) consisting of one one-hundredth of a
      share of Series A Junior Participating Preferred Stock, par value $.01 per
      share, of the Company (the “Preferred Shares”), at a price of $58 per
      Unit (the “Purchase Price”), subject to adjustment.  The
      description and terms of the Rights are set forth in a Rights Agreement (the
      “Rights Agreement”) between the Company and American Stock Transfer &
Trust Company, as Rights Agent.




Initially,
      the Rights will be attached to all certificates representing Common Shares
      then
      outstanding, and no separate Right certificates will be
      distributed.  Until the earlier to occur of (i) 10 days following a
      public announcement that a person or group of affiliated or associated persons
      (other than Roberta Lipson, President and Chief Executive Officer of the
      Company, Elyse Beth Silverberg, Executive Vice President and Secretary of the
      Company, and Lawrence Pemble, Executive Vice President, Chief Financial Officer
      and Treasurer of the Company, and their affiliates and associates) has acquired,
      or obtained the right to acquire, beneficial ownership of 15% or more of the
      outstanding Common Shares (an “Acquiring Person”), or (ii) 10
      business days (or such later day as may be determined by action of the Board
      of
      Directors prior to such time as any person or group becomes an Acquiring Person)
      following the commencement of a tender offer or exchange offer if, upon
      consummation thereof, any person or group would be an Acquiring Person (the
      earlier of such dates being called the “Distribution Date”), the Rights
      will be evidenced, with respect to any of the Common Share certificates
      outstanding as of the Record Date, by such certificate together with a copy
      of
      this Summary of Rights.  The date of announcement of the existence of
      an Acquiring Person referred to in clause (i) above is hereinafter referred
      to
      as the “Share Acquisition Date.”




The
      Rights Agreement provides that, until the Distribution Date, the Rights will
      be
      transferred with and only with the Common Share certificates.  Until
      the Distribution Date (or earlier redemption, exchange or expiration of the
      Rights), new Common Share certificates issued after the Record Date upon
      transfer or new issuance of Common Shares will contain a notation incorporating
      the Rights Agreement by reference.  Until the Distribution Date (or
      earlier redemption, exchange or expiration of the Rights), the surrender for
      transfer of any certificates for Common Shares outstanding as of the Record
      Date, with or without a copy of this Summary of Rights attached thereto, will
      also constitute the transfer of the Rights associated with the Common Shares
      represented by such certificate.  As soon as practicable following the
      Distribution Date, separate certificates evidencing the Rights (“Right
      Certificates”) will be mailed to holders of record of Common Shares on the
      Distribution Date and, thereafter, such separate Right Certificates alone will
      evidence the Rights.




The
      Rights are not exercisable until the Distribution Date and will expire at the
      close of business on June 14, 2017, unless earlier redeemed or exchanged by
      the
      Company as described below.





2







In
      the
      event that any person or group of affiliated or associated persons becomes
      an
      Acquiring Person, the Rights Agreement provides that proper provision shall
      be
      made so that each holder of a Right, except as provided below, shall thereafter
      have the right to receive, upon exercise, Common Shares (or, in certain
      circumstances, Common Stock Equivalents (as such term is defined in the Rights
      Agreement)) having a value equal to two (2) times the exercise price of the
      Right.  Upon the occurrence of any event described in the preceding
      sentence, any Rights beneficially owned by (i) an Acquiring Person or an
      Associate or Affiliate (as such terms are defined in the Rights Agreement)
      of an
      Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such
      Associate or Affiliate) who becomes a transferee after the Acquiring Person
      becomes such, or (iii) a transferee of an Acquiring Person (or of any such
      Associate or Affiliate) who becomes a transferee prior to or concurrently with
      the Acquiring Person becoming such and receives such Rights pursuant to either
      (A) a transfer (whether or not for consideration) from the Acquiring Person
      to
      holders of equity interests in such Acquiring Person or to any person with
      whom
      the Acquiring Person has any continuing agreement, arrangement or understanding
      regarding the transferred Rights or (B) a transfer which the Board of
      Directors of the Company has determined is part of a plan, agreement,
      arrangement or understanding which has as a primary purpose or effect the
      avoidance of the Rights Agreement, shall become null and void without any
      further action and no holder of such Rights shall have any rights whatsoever
      with respect to such Rights, whether under any provision of the Rights Agreement
      or otherwise.




At
      any
      time after the occurrence of the event described in the first sentence of the
      preceding paragraph (and prior to the acquisition by any Acquiring Person of
      50%
      or more of the outstanding Common Shares), the Board of Directors of the Company
      may exchange the Rights (except Rights which previously have been voided as
      described above), in whole, but not in part, at an exchange ratio of one Common
      Share (or, in certain circumstances, one Common Stock Equivalent) per
      Right.




In
      the
      event that, at any time after any person or group of affiliated or associated
      persons becomes an Acquiring Person, (i) the Company engages in a merger or
      other business combination transaction in which the Company is not the surviving
      corporation, (ii) the Company engages in a merger or other business combination
      transaction with another person in which the Company is the surviving
      corporation, but in which its Common Shares are changed or exchanged, or (iii)
      more than 50% of the Company’s assets or earning power is sold or transferred,
      the Rights Agreement provides that proper provision shall be made so that each
      holder of a Right (except Rights which previously have been voided as described
      above) shall thereafter have the right to receive, upon the exercise thereof
      at
      the then current exercise price of the Right, common stock of the acquiring
      company having a value equal to two (2) times the exercise price of the
      Right.




The
      Purchase Price payable, and the number of Units of Preferred Shares or other
      securities issuable, upon exercise of the Rights are subject to adjustment
      from
      time to time to prevent dilution (i) in the event of a stock dividend on, or
      a
      subdivision, combination or reclassification of, the Preferred Shares, (ii)
      upon
      the grant to holders of the Preferred Shares of certain rights, options or
      warrants to subscribe for Preferred Shares or convertible securities at less
      than the current market price of the Preferred Shares, or (iii) upon the
      distribution to holders of the Preferred Shares of evidences of indebtedness,
      stock (other than a dividend payable in Preferred Shares), assets or cash
      (excluding regular quarterly cash dividends) or of subscription





3







rights,
      options or warrants (other than those referred to above).  Such terms
      are also subject to adjustment in the event of a stock split of the Common
      Shares or a stock dividend on the Common Shares payable in Common Shares or
      subdivisions, consolidations or combinations of the Common Shares occurring,
      in
      any such case, prior to the Distribution Date.




With
      certain exceptions, no adjustment in the Purchase Price will be required until
      cumulative adjustments require an adjustment of at least 1% in such Purchase
      Price.  No fractional Units will be issued and, in lieu thereof, an
      adjustment in cash will be made as provided in the Rights
      Agreement.




At
      any
      time prior to such time as any person or group of affiliated or associated
      persons becomes an Acquiring Person, the Board of Directors may redeem the
      Rights in whole, but not in part, at a price of $.01 per Right, subject to
      adjustment (the “Redemption Price”).  Immediately upon the
      action of the Board of Directors of the Company ordering the redemption of
      the
      Rights (or at such later time as the Board of Directors may establish for the
      effectiveness of such redemption), the Rights will terminate and the only right
      of the holders of Rights will be to receive the Redemption
      Price.  Until a Right is exercised, the holder thereof, as such, will
      have no rights as a stockholder of the Company, including, without limitation,
      the right to vote or to receive dividends.




The
      terms
      of the Rights may be amended by the Company and the Rights Agent, provided
      that
      following the Share Acquisition Date the amendment does not materially adversely
      affect the interests of holders of Rights (other than an Acquiring Person)
      and
      provided that no amendment shall be made which decreases the Redemption
      Price.




As
      of
      June 5, 2007 there were 6,500,793 Common Shares issued and outstanding,
      including 775,000 shares of class B common stock, $0.01 par
      value.  Stockholders of record on June 14, 2007 will receive one Right
      for each Common Share held.  As long as the Rights are attached to the
      Common Shares, the Company will issue one Right with each new Common
      Share.  The Company’s Board of Directors has reserved for issuance
      upon exercise of the Rights 110,000 Preferred Shares.




The
      Rights have certain antitakeover effects.  The Rights may cause
      substantial dilution to a person or group that attempts to acquire the Company
      on terms not approved by its Board of Directors, except pursuant to an offer
      conditioned on a substantial number of Rights being acquired.  The
      Rights should not interfere with any merger or other business combination
      approved by the Board of Directors at a time when the Rights are
      redeemable.




The
      Rights Agreement, specifying the terms of the Rights (which includes as Exhibit
      B thereto the form of Right Certificate), is attached hereto as an exhibit
      and
      is incorporated herein by reference.  The foregoing description of the
      Rights is qualified in its entirety by reference to such exhibit.




**Item
      3.03.             Material
      Modification to Rights of Security Holders.**




The
      information set forth under Item 1.01 above is incorporated herein by
      reference.





4







**Item
      9.01.             Exhibits.**




4.1
              Rights
                  Agreement, dated as of June 7, 2007, between Chindex International,
                  Inc.
                  and American Stock Transfer & Trust Company, as Rights Agent, which
                  includes the form of Certificate of Designations of Series A Junior
                  Participating Preferred Stock as Exhibit A, form of Right Certificate
                  as
                  Exhibit B, and the Summary of Rights to Purchase Preferred Stock as
                  Exhibit C.  Pursuant to the Rights Agreement, printed Right
                  Certificates will not be mailed until as soon as practicable after
                  the
                  Distribution Date.99.1
              Press
                  Release, dated June 4, 2007.


5





SIGNATURES




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 hereunto
      duly authorized.




Date:  June
      7, 2007





CHINDEX
                INTERNATIONAL, INC.By:
            /s/
                Lawrence
                PembleName:
                Lawrence PembleTitle:   Chief
                Financial Officer








6





INDEX
      TO
      EXHIBITS





Exhibit4.1
            Rights
                Agreement, dated as of June 4, 2007, between Chindex International,
                Inc.
                and American Stock Transfer & Trust Company, as Rights
                Agent, which includes the form of Certificate of Designations of
                Series A Junior Participating Preferred Stock as Exhibit A, form of
                Right Certificate as Exhibit B, and the Summary of Rights to Purchase
                Preferred Stock as Exhibit C.99.1
            Press
                Release, dated June 4, 2007.