UNITED STATES


SECURITIES AND EXCHANGE
COMMISSION


WASHINGTON,D.C.20549





FORM 10-K/A


Amendment No. 1





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


SECURITIES EXCHANGE ACT OF
1934





For the fiscal year ended December 31,
2008





OR





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


SECURITIES EXCHANGE ACT OF
1934





For the transition period from
____________ to ____________





Commission file number:
333-105903




China
      Housing & Land Development, Inc.(Exact name of registrant as
      specified in our
      charter)





NEVADA
            20-1334845(State or other jurisdiction of
      incorporation or organization)
            (I.R.S. Employer Identification
      No.)





6 Youyi Dong Lu, Han Yuan 4
      Lou
              Xi'An,ShaanxiProvince
              China710054(Address of principal executive
      offices) (Zip
      Code)





(Registrant's telephone number,
      including area code)86-29-82582632





(Former name, former address and former
fiscal year, if changed since last
report)





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





Title
      of each class
              Name of each exchange
      on
                which
      registeredCommon Stock, $ .001 par value per
      share
              NASDAQ





Securities registered pursuant to
Section 12(g) of the Act:None





Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 Yes o   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
Exchange Act.   Yes o   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 o









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 definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o





Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of “accelerated
filer and large accelerated filer”in Rule 12b-2 of the Exchange
Act.


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





The number of shares outstanding of our
common stock as of June 30, 2008, was 30,143,757 shares. The aggregate market
value of thecommon stock
held by non-affiliates (12,702,110 shares), based on the closing market price
($3.99 per share) of the common stock as of June 30, 2008 was
$50,681,419.




As of
March 25, 2009 the number of shares of the registrant’s classes of common stock
outstanding was 30,948,340, though they mean the same.





Class
            Outstanding
      at March 25, 2009Common Stock, $ .001 par value per
      share
            30,948,340
      shares





DOCUMENTS INCORPORATED BY
REFERENCE


Document
            Parts
      Into Which IncorporatedNone
            Not applicable





2





Explanatory
Note







This
Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) to the Annual Report on
Form 10-K for the year ended December 31, 2008 (the “Annual Report”) of China
Housing & Land Development, Inc. (the “Company”) is being filed to update
Exhibit 23.2, the Consent of Independent Registered Public Accounting Firm (the
“Consent”), to include the auditor’s consent to include their auditof thefinancial statementsof the Company and its subsidiaries as
of December 31, 2007,
andthe reference to themunder the heading“Experts.”The Consent in the Annual Report on
Form 10-K filed on March 25, 2009 only contains theauditor’sconsent for their auditof thefinancial statements of the Company and
its subsidiaries as of December31, 2008. Except as described
above, no other changes have been made to the Annual Report, and this Amendment
No. 1 does not amend or update any other information contained in the Annual
Report.




Part
IV




Item
15.                      Exhibits,
Financial Statement Schedules.





The
following exhibits are filed with, and as a part of, this Amendment No. 1 to
Annual Report on Form 10-K/A.





List of
Exhibits





The
exhibits which are filed with this report or which are incorporated herein by
reference are set forth in the Exhibit Index hereto.





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SIGNATURES





Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
Amendment No. 1 to the Form 10-Kto be signed on our behalf by the
undersigned, thereunto duly
authorized.




CHINAHOUSING AND LAND DEVELOPMENT,
      INC.April
      13, 2009
                            By:
                            /s/ Feng
      XiaohongName:
      Feng XiaohongTitle:
      Chief Executive
      OfficerApril
      13, 2009
                            By:
                            /s/
      William XinName:
      William XinTitle:
      Chief Financial Officer(Principal
      Financial and Accounting Officer)







Pursuant to the requirements of the
Securities Act of 1933, thisAmendment No. 1 to theForm 10-K has beensigned by the following persons in the
capacities and on the dates indicated.





SIGNATURE
                                                                                                
                                                                                                TITLE
                                                                                                
                                                                                                DATE/s/
      Lu Pingji
                                                                                                
                                                                                                Chairman
      of the Board
                                                                                                
                                                                                                April
      13, 2009Lu
      Pingji/s/
      Feng Xiaohong
                                                                                                
                                                                                                Chief
      Executive Officer & Managing Director
                                                                                                
                                                                                                April
      13, 2009Feng
      Xiaohong/s/
      Xiao GenXi’ang
                                                                                                
                                                                                                Vice
      President & Managing Director
                                                                                                
                                                                                                April
      13, 2009Xiao
      GenXi’ang/s/
      Mr William Xin
                                                                                                
                                                                                                Chief
      Financial Officer
                                                                                                
                                                                                                April
      13, 2009Mr
      William Xin/s/
      Albert S. McLelland
                                                                                                
                                                                                                Independent
      Director
                                                                                                
                                                                                                April
      13, 2009Mr.
      Albert S. McLelland/s/
      Mr. Michael Marks
                                                                                                
                                                                                                Independent
      Director
                                                                                                
                                                                                                April
      13, 2009Mr.
      Michael Marks/s/
      Mr. Carolina Woo
                                                                                                
                                                                                                Independent
      Director
                                                                                                
                                                                                                April
      13, 2009Mr.
      CarolinaWoo/s/
      Mr. Gao Suiyi
                                                                                                
                                                                                                Independent Director
                                                                                                
                                                                                                April 13, 2009Mr.
      Gao Suiyi




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EXHIBIT
INDEX






Exhibit
              Number
            
            Description of
      Document23.2
            
            Consent
      of the Independent Registered Public Accounting Firm31.1
            
            Certification
      Pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of
      1934, as Amended31.2
            
            Certification
      Pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of
      1934, as Amended32.1
            
            Certification
      Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
      the Sarbanes-Oxley Act of 200232.2
            
            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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