UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 AMENDMENT NO. 1
                                       TO
                                    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): September 29, 2004



                           CHINDEX INTERNATIONAL, INC.
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             (Exact name of registrant as specified in its charter)


                                    DELAWARE
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                 (State or other jurisdiction of incorporation)


        0-24624                                      13-3097642
------------------------                  ---------------------------------
(Commission File Number)                  (IRS Employer Identification No.)


                 7201 WISCONSIN AVENUE, BETHESDA, MARYLAND 20814
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                    (Address of principal executive offices)


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


                                       NA
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          (Former name or former address, if changed since last report)


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 (17CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17CFR 240.13e-4(c))

<PAGE>

This  Amendment  No. 1 to Form 8-K amends and restates in full the original Form
8-K filed on September 29, 2004 in order to provide additional information. None
of the  information  contained  in the  original  Form 8-K has been  changed  in
substance or deleted.  The only  additional  information in Item 4.01 herein are
the two new final sentences of the third paragraph  thereof and the reference in
the last  sentence  of the fourth  paragraph  thereof to a new,  contemporaneous
accountants' letter.

ITEM 4.01 - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

Chindex  International,  Inc. (the "Registrant") has engaged new auditors as its
independent accountant to audit its financial statements. The Registrant's Audit
Committee dismissed the former auditors, Ernst & Young LLP ("Ernst & Young") and
approved  the change of  accountants  to BDO  Seidman,  LLP  ("BDO"),  effective
September 29, 2004.

No accountant's  report on the financial  statements for the Registrant's fiscal
year ended  December 31,  2002,  transition  three-month  period ended March 31,
2003,  fiscal  year  ended  March  31,  2004 or any  subsequent  interim  period
contained  an adverse  opinion or  disclaimer  of opinion,  or was  qualified or
modified as to uncertainty, audit scope, or accounting principles. There were no
"disagreements"  (as such term is used in Item 304 (a)(1)(iv) of Regulation S-K)
with Ernst & Young at any time during the periods  described above regarding any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure that, if not resolved to the satisfaction of Ernst &
Young,  would have  caused it to make  reference  to the  subject  matter of the
disagreement in connection with its reports.

In addition,  during the same periods,  no "reportable  events" (as such term is
defined in Item  304(a)(1)(v)  of  Regulation  S-K) arose in the  context of the
Registrant's  relationship with Ernst & Young, except as previously disclosed in
Item 9A of the Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31,  2004,  a copy of which is filed as Exhibit  99.1 to this Form 8-K and
which  is  incorporated  herein  by  reference.   The  Audit  Committee  of  the
Registrant's  board of  directors  discussed  the  subject  matter  of each such
reportable  event  with  Ernst &  Young.  Ernst & Young  was  authorized  by the
Registrant  to respond  fully to the  inquiries of BDO  concerning  such subject
matter.

The  Registrant  has  provided  Ernst  & Young  with a copy  of the  disclosures
contained  in this  Current  Report  on Form 8-K  prior to its  filing  with the
Securities and Exchange Commission ("SEC"),  and requested that they furnish the
Registrant  with a letter  addressed to the SEC stating  whether they agree with
such disclosures,  and if not, stating the aspects with which they do not agree.
A copy of the letter provided by Ernst & Young dated the date hereof is attached
to this Amendment No. 1 to Form 8-K as an exhibit.

During the periods described above prior to engaging BDO, the Registrant did not
consult BDO regarding either: (i) the application of accounting  principles to a
specified  transaction,  either  completed  or  proposed,  or the  type of audit
opinion that might be rendered on the Registrant's financial statements, and BDO

<PAGE>

did not provide either a written  report or oral advice to the  Registrant  that
BDO concluded was an important factor considered by the Registrant in reaching a
decision as to the accounting,  auditing or financial  reporting  issue; or (ii)
any matter that was either the subject of a disagreement or a reportable event.

ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS

Exhibits

99.1  Items 9 and 9A of the  Registrant's  Annual  Report  on Form  10-K for the
      fiscal year ended March 31, 2004 - previously filed.

99.2  Letter from Ernst & Young LLP to Securities and Exchange Commission.


                                    SIGNATURE


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


                                        CHINDEX INTERNATIONAL, INC. (Registrant)


           MARCH 16, 2005               By:  /S/ LAWRENCE PEMBLE
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               Date                          Lawrence Pemble
                                             Chief Financial Officer