UNITED STATES        SECURITIES AND EXCHANGE COMMISSION        Washington, D.C. 20549                  FORM 10-Q/A

(Amendment No. 2)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT Of 1934

For the Quarterly Period Ended September 30, 2008

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT Of 1934

For the Transition Period from _________ to _________         

| Commission file number: 000-29523                              |
|----------------------------------------------------------------|
|                                                                |
| **China Pharma Holdings, Inc.**                                |
| (Exact name of registrant as specified on its charter)         |
|                                                           |
| Delaware                                                       | 73 -1564807 |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
|                                                           |  |
| 2nd Floor, No. 17, Jinpan Road, Haikou, Hainan Province, China |  570216 |
| (Address of principle executive offices)                       |  (Zip Code) |
|                                                           |  |
| 0086-898- 66811730 (China)                                     |
| (Registrant's telephone number, including area code)           |

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 past 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 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. (Check one):

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

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 

As of September 30, 2008, 42,278 ,938 shares of China Pharma Holdings, Inc. common stock, par value $0.001 per share, were outstanding.

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**EXPLANATORY NOTE**

The registrant is filing this Amendment No. 2 on Form 10-Q/A (the “Amendment No. 2”) to amend the quarterly report on Form 10-Q for the quarterly period ended September 30, 2008, as amended by Amendment No. 1 on Form 10-Q/A filed with the SEC on March 12, 2009 (the “Amendment No.        1”), to amend Item 4 of Form 10-Q “Controls and Procedures” as it relates to disclosure controls and procedures.

In addition, we are also including a currently-dated Sarbanes Oxley Act Section 302 and Section 906 certifications of the Chief Executive Officer and Chief Financial Officer that are attached to this Amendment No. 2 as Exhibits 31.1, 31.2, 32.1and 32.2.

Except as set forth below, this Amendment No. 2 does not modify, amend or update in any way any other items or disclosure in the Form 10-Q and Amendment No. 1. This Amendment No. 2 continues to speak as of the date of the original Form 10-Q and other than as specifically reflected in this Amendment        No. 2 does not reflect events occurring after the filing of the original Form 10-Q and the Amendment No. 1.

**PART I FINANCIAL INFORMATION**

**Item****4****- Controls and Procedures**

**Evaluation of Disclosure Controls and Procedures** 

Our Chief Executive Officer and our Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 (Exchange Act) Rules 13a-15(e) or 15d-15(e)) as of the end of the period covered by this quarterly report, has concluded that        our disclosure controls and procedures were effective based on their evaluation of these controls and procedures required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15. 

**Changes in Internal Control****s****o****ver Financial Reporting**   

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial        reporting.                 Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act (a) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (b) is accumulated and communicated to management, including our chief executive officer and chief financial officer, as        appropriate, to allow timely decisions regarding required disclosure.

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        A system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the system will meet its objectives. The design of a control system is based, in part, upon the benefits of the control system relative to its costs. Control systems can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. In addition, over time, controls may become inadequate because of        changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. In addition, the design of any control system is based in part upon assumptions about the likelihood of future events.

**PART II. OTHER INFORMATION**

**Item 6 - Exhibits**

The following exhibits are filed herewith:

31.1 – Certification pursuant to Rule 13a-14 and Rule 15d-14(a) of the Exchange Act, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 – Certification pursuant to Rule 13a-14 and Rule 15d-14(a) of the Exchange Act, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 – Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 – Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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**SIGNATURES**

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| **China Pharma Holdings, Inc.** |   |   |                     |   |   |
|---------------------------------|--------|--------|--------------------------|--------|--------|
|                            |        |        |                          |        |        |
| Dated: June 24, 2009            |   |   | By: /s/ Zhilin Li        |   |   |
|                                 |   |   | Zhilin Li                |   |   |
|                                 |   |   | Chief Executive Officer, |   |   |
|                                 |   |   | President and Director   |   |   |
|                            |        |        |                          |        |        |
|                            |        |        |                          |        |        |
| Dated: June 24, 2009            |   |   | By: /s/ Frank Waung      |   |   |
|                                 |   |   | Frank Waung              |   |   |
|                                 |   |   | Chief Financial Officer  |   |   |

          

 

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