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): March 21, 2005


                           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
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       (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)

<PAGE>

ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On March 21, 2005,  Chindex  International,  Inc. (the  "Company")  entered into
Securities Purchase Agreements (the "Agreements") with institutional  accredited
investors,  substantially  in the form of Exhibit 10.1 to this  report,  for the
issuance and sale in a private  placement of an  aggregate  1,080,397  shares of
common stock for an aggregate purchase price of approximately  $6.5 million,  or
$6.00 per  share,  together  with  warrants  (the  "Warrants")  to  purchase  an
additional  378,137  shares of common  stock.  The Warrants  have a term of five
years and an exercise price of $9.10 per share of common stock.

Pursuant  to the  Agreements,  the  Company  has  agreed to file a  registration
statement with the  Securities and Exchange  Commission in order to register the
resale of the  securities  sold in the private  placement.  The  transaction  is
subject to customary closing  conditions.  The closing is expected to take place
on or about March 24, 2005.

A copy of the form of the  Agreement  and the Warrant are filed as Exhibits 10.1
and 10.2,  respectively,  to this report.  The related press release dated March
22,  2005 is  filed  as  Exhibit  99.1 to this  report  and is  incorporated  by
reference herein.  The description of the proposed  investment in this report is
qualified in its entirety by reference to the form of the Agreement, Warrant and
other exhibits thereto.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

      Exhibit 10.1      Form of Securities  Purchase  Agreement  dated March 21,
                        2005 between the Company and various investors.

      Exhibit 10.2      Form of Warrant to be issued to various  investors on or
                        about March 24, 2005.

      Exhibit 99.1      Press Release dated March 22, 2005

<PAGE>

                                    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 22, 2005                   By:   /S/ROBERT C. GOODWIN, JR.
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                                             Robert C. Goodwin, Jr.
                                             Executive Vice President