UNITED STATES SECURITIES AND EXCHANGE
COMMISSION


Washington, D.C.
20549





FORM
10-K/A


Amendment No.
1




ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE


SECURITIES EXCHANGE ACT OF
1934





For the Fiscal Year
Ended March 31, 2008





Commission File
No. 0-24624




CHINDEX INTERNATIONAL,
INC.


(Exact
name of registrant as specified in its charter)







DELAWARE
            
            13-3097642(State
      or other jurisdiction of
            
            (I.R.S.
      Employer Identification No.)incorporation
      or organization)




4340 East
West Highway, Suite 1100


Bethesda,
Maryland 20814


(301) 215-7777




Securities
registered pursuant to Section 12(b) of the Act: NONE




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




Common Stock, $.01 par value and
associated Preferred Stock Purchase Rights







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 [  ] 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 [  ]





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in a 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 [  ]  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 [   ]  No [
x ]





The
aggregate market value of the voting stock held by non-affiliates computed by
reference to the price at which the stock was sold, or the average bid and asked
prices of such stock, as of September 30, 2007 (the last business day of the
registrant's most recently completed second fiscal quarter) was approximately
$160,486,048.





The
number of shares outstanding of each of the registrant's class of common equity,
as of May 21, 2008, was 13,197,203, shares of Common Stock and 1,162,500 shares
of Class B Common Stock.













EXPLANATORY
NOTE




This
amendment to Chindex International, Inc.’s Annual Report on Form 10-K for the
fiscal year ended March 31, 2008, filed on June 16, 2008, is filed solely for
the purpose of refurnishing the Section 302 certifications to include in
paragraph 4 thereof a phrase that had inadvertently been omitted.  The
Form 10-K as
filed is unchanged.







SIGNATURES




In
accordance with Section 13 or 15(d) of the Exchange Act, the Company caused this
Form 10-K/A to
be signed on its behalf by the undersigned, thereunto duly
authorized.




CHINDEX
      INTERNATIONAL, INC.June
      23, 2008
              By:
              /s/
      Lawrence PembleExecutive
      Vice President andChief
      Financial Officer










EXHIBIT
INDEX





31.1
            Certification of the Company's
      Chief Executive Officer Pursuant to Rule 13a-14(a) (filed
      herewith)31.2
            Certification of the Company's
      Chief Financial Officer Pursuant to Rule 13a-14(a) (filed
      herewith)31.3
            Certification of the Company's
      Principal Accounting Officer Pursuant to Rule 13a-14(a) (filed
      herewith)