UNITED STATESSECURITIES AND EXCHANGE
COMMISSIONWashington, D.C. 20549



FORM 20-F/A(Amendment No. 1)



|[ ] | REGISTRATION
      STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT
      OF 1934
|--- | ----------------------------------------------------------------------------------------------------------

OR

|[X] | ANNUAL REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For the fiscal year ended March 31,
2004
|--- | ----------------------------------------------------------------------------------------------------------------------------------------

OR

|[ ] | TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For the transition period from _______________ to
      _______________
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Commission file number 000-22161



Zindart Limited

(Exact name of Registrant as specified in its
charter)



Hong Kong, S.A.R., China

(Jurisdiction of incorporation or
organization)



1203 East Wing New World Office Bldg., 24 Salisbury
Road,Tsimshatsui Kowloon, Hong Kong, S.A.R.,China

(Address of principal executive
offices)



Securities registered or to be registered pursuant to
Section 12(b) of the Act.



|Title of each class  | Name of each
      exchange on which registered
|-------------------- | -----------------------------------------------
|Not
      Applicable | Not
      Applicable                           



Securities registered or to be registered pursuant to
Section 12(g) of the Act.



American Depositary Shares (Representing Ordinary
Shares)

(Title of Class)



Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act.



Not Applicable

(Title of Class)



The number of the issuer's ordinary
shares outstanding at July 16, 2004 was 9,455,298, of which 9,455,297 were
represented by American Depositary Shares.

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. [X] Yes [
] No

Indicate by check mark which financial
statement item the registrant has elected to follow. [ ] Item 17 [X] Item
18

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EXPLANATORY NOTE



We are filing this Amendment to our
Annual Report on Form 20-F for the fiscal year ended March 31, 2004 solely to
include under Item 10 of Form 20-F disclosure regarding our exemption from the
Nasdaq qualitative listing requirement regarding the minimum quorum required for
shareholder meetings. The disclosure in this amendment speaks as of March 31,
2004. Except for the inclusion of such disclosure in Item 10, this amendment
does not, and does not purport to, amend, update or restate the information in
our Annual Report on Form 20-F for the fiscal year ended March 31, 2004, as
filed with the Securities and Exchange Commission on August 25, 2004, or reflect
any events that have occurred after the date on which such annual report was
filed.



PART I



|Item
      10. | Additional
      Information
|-------------- | ----------------------------



Memorandum and Articles of Association



Nasdaq rules require any foreign
issuer that follows home country practice in lieu of any qualitative listing
requirement to disclose in its annual reports filed with the Securities and
Exchange Commission that it does not follow such qualitative listing requirement
and to describe the home country practice followed by the issuer in lieu of such
requirement. In February 1997, we were granted an exemption from the minimum
quorum requirement for meetings of the holders of our Ordinary Shares. Under the
laws of Hong Kong, there are no specific requirements regarding quorums for
shareholder meetings. Hong Kong companies look to their articles of association
for quorum requirements, and under our articles of association, the requirement
for a quorum at shareholder meetings is the presence of at least two
shareholders in person or by proxy.



PART III



|Item
      19. | Exhibits                                   
|-------------- | -------------------------------------------
|               |                                            
|12.1           | Certification of
      Peter A. J. Gardiner
|               |                                            
|12.2           | Certification of
      Ken Fowler          
|               |                                            

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SIGNATURES



The registrant hereby certifies that it
meets all of the requirements for filing on Form 20-F/A and that it has duly
caused and authorized the undersigned to sign this Annual Report on its
behalf.

| |  |                                                                               
| |  | ------------------------------------------------------------------------------
| |  | Zindart
Limited                                                               
| |  |                                                                               
| | 
| |  | /s/    Ken Fowler                                                             
| |  | Ken Fowler
      Chief Financial Officer
      (Principal Financial
  Officer)

Dated: April 26, 2005

3



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Exhibit 12.1

CERTIFICATION



I, Peter A. J. Gardiner, certify
that:

1. I have reviewed this annual report on
Form 20-F/A of Zindart Limited; and

2. Based on my knowledge, this report
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by this report.

| |  |                                                                      
| |  | ---------------------------------------------------------------------
| |  |                                                                      
| | 
| |  | /s/    Peter A. J.
      Gardiner                                    
| |  | Peter A. J. Gardiner
      Chairman and Chief Executive
      Officer

Dated: April 26, 2005

4



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Exhibit 12.2

CERTIFICATION



I, Kenneth Fowler, certify
that:

1. I have reviewed this annual report on
Form 20-F/A of Zindart Limited; and

2. Based on my knowledge, this report
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by this report.

| |  |                                               
| |  | ----------------------------------------------
| |  |                                               
| | 
| |  | /s/    Kenneth
Fowler                         
| |  | Kenneth Fowler
      Chief Financial
  Officer

Dated: April 26, 2005

5