UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Amendment
No. 1 to 10-K on Form 10-K/A





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


For the
fiscal year ended December 31, 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: 000-31539





CHINA NATURAL GAS,
INC.


(Exact
Name of Registrant as specified in its charter)





Delaware
            
            98-0231607(State
      or other jurisdiction of
              Incorporation
      or organization)
            
            (I.R.S.
      Employer
              Identification
      Number)





19th
Floor, Building B, Van Metropolis


Tang Yan
Road, Hi-Tech Zone


Xi’an,
710065, Shaanxi Province, China


(Address
of principal executive office)





Registrant’s
telephone number, including area code: 86-29-88323325





Securities
registered under Section 12(b) of the Exchange Act: None





Securities
registered under Section 12(g) of the Exchange Act:


Common Stock, $.0001 par
value per share


(Title of
Class)





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


Yes oNo 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 oNo 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 xNo o





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of the 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. (Check
one):





Large
      accelerated filer  o
            Accelerated
      filer  xNon-accelerated
      filer   o
            Smaller
      reporting company o





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes o No x





The
aggregate market value of the voting and non-voting stock held by non-affiliates
of the registrant, as of June 30, 2008, was approximately $139,612,648. All
executive officers and directors of the registrant have been deemed, solely for
the purpose of the foregoing calculation, to be "affiliates" of the
registrant.





As of
March 10, 2009, there were 29,200,304 shares of the issuer's common stock,
$0.0001 par value per share, issued and outstanding.









EXLANATORY NOTE




This
Amendment No. 1 to Form 10-K on Form 10-K/A (the “Amended Filing”) amends the
Annual Report on Form 10-K for the fiscal year ended December 31, 2008
originally filed on March 16, 2009 (the “Original Filing”), of China Natural
Gas, Inc., a Delaware corporation (the “Company”). The purpose of this amendment
is to revise Part III, Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters to correct the percentage of
beneficial ownership of Abax Lotus Ltd.




In
accordance with Rule 12b-15 under the Exchange Act, each item of the Original
Filing that is amended by this Amended Filing is also restated in its entirety,
and this Amended Filing is accompanied by currently dated certifications on
Exhibits 31.1, 31.2, 32.1 and 32.2 by the Company’s Chief Executive Officer and
Chief Financial Officer. Except as described above, this Amended Filing does not
amend, update, or change any items, financial statements, or other disclosures
in the Original Filing, and does not reflect events occurring after the filing
of the Original Filing, including as to any exhibits to the Original Filing
affected by subsequent events. Information not affected by the changes described
above is unchanged and reflects the disclosures made at the time of the Original
Filing. Accordingly, this Amended Filing should be read in conjunction with the
Original Filing and our other SEC filings subsequent to the filing of the
Original Filing, including any amendments to those filings. Capitalized letters
not defined in the Amended Filing are as defined by the Original
Filing.









PART
III





ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER




The
following table sets forth certain information, as of March 10, 2009 with
respect to the beneficial ownership of the outstanding common stock by (i) any
holder of more than five (5%) percent; (ii) each of our executive officers and
directors; and (iii) our directors and executive officers as a group. Except as
otherwise indicated, each of the stockholders listed below has sole voting and
investment power over the shares beneficially owned.





Name
      of Beneficial Owner (1)
                  
                  Number of
                    Common
                    Stock
                    Beneficially
                    Owned
                  
                  
                  Percentage
                    Of Common
                    Stock
                    Outstanding(2)Executive
      Officers and DirectorsQinan
      Ji
                  
                  
                  5,931,596
                  (3)
                  
                  
                  20.3
                  %All
      officers and directors as a group (1 person)
                  
                  
                  5,931,596
                  (3)
                  
                  
                  20.3
                  %5%
      holdersYangling
      Bodisen Biotech Development co, Ltd.
                    c/o
      New York Global Group, Inc.
                    14
      Wall Street, 12th
      Floor, New York, NY 10005
                  
                  
                  2,063,768
                  (4)
                  
                  
                  7.1
                  %Xiang
      Ji
                  
                  
                  1,456,232
                  
                  
                  
                  5.0
                  %Robert
      Moses
                  
                  
                  2,000,000
                  (5)
                  
                  
                  6.9
                  %Heartland
      Value Fund
                  
                  
                  1,725,000
                  (6)
                  
                  
                  5.9
                  %Xi’an
      Sunway Technology &
                    Industry
      Co., Ltd
                  
                  
                  2,875,364
                  (3)
                  
                  
                  9.8
                  %Abax
      Lotus Ltd.
                  
                  
                  2,900,000
                  (7)
                  
                  
                  9.0
                  %




(1)
Except as otherwise indicated, the address of each beneficial owner is c/o Xi’an
Xilan Natural Gas Co., Ltd., 19th Floor, Building B, Van Metropolis, Tangyan
Road, Hi-Tech Zone, Xi’an, Shaanxi Province, China.




(2)
Applicable percentage ownership is based on 29,200,304 shares of common stock
outstanding as of March 13, 2008, together with securities exercisable or
convertible into shares of common stock within 60 days of March 13, 2008 for
each stockholder. Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of common stock that are
currently exercisable or exercisable within 60 days of March 13, 2008 are deemed
to be beneficially owned by the person holding such securities for the purpose
of computing the percentage of ownership of such person, but are not treated as
outstanding for the purpose of computing the percentage ownership of any other
person.





(3) Of
which 2,875,364 shares are owned by Xi’an Sunway Technology & Industry Co.,
Ltd. Qinan Ji owns 42.1% of Xi’an Sunway and may be deemed to beneficially own
such shares.




(4) As
set forth in the Schedule 13D filed with the SEC on December 23,
2005.





(5) As
set forth in the Schedule 13G filed with the SEC on September 7,
2007.





(6)
William J. Nasgovitz has shared voting and dispositive power with respect to
such shares as reported in the Schedule 13G filed with the SEC on February 8,
2008 and as amended on February 11. 2009.





(7) As
set forth in Schedule 13D filed with the SEC on February 6, 2008.




No
Director, executive officer, affiliate or any owner of record or beneficial
owner of more than 5% of any class of voting securities of the Company is a
party adverse to the Company or has a material interest adverse to the
Company.









Securities
Authorized for Issuance under Equity Compensation Plans




The
Company had no equity compensation plans as of the fiscal year ended December
31, 2008.





PART
IV





ITEM
15.  EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES.




(b)
            Exhibits1





Exhibit
      No.
            
            Description31.1
            
            Certification
      of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a),
      promulgated under the Securities and Exchange Act of 1934, as
      amended31.2
            
            Certification
      of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a),
      promulgated under the Securities and 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 2002 (Chief Executive
Officer)32.2
            
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002 (Chief Financial
  Officer)








1 For a
complete list of exhibits filed with our Form 10-K annual report, see “Item
15–Exhibits” in our Form 10-K Annual Report for the fiscal year ended December
31, 2008 filed with the SEC on March 16, 2009.










SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.




Date:
March 23, 2009




CHINA
      NATURAL GAS, INC./s/
      Qinan Ji
            
            
            /s/
      Richard Peidong WuName: 
      Qinan Ji
            
            
            Name: 
      Richard Peidong WuTitle:   
      Chief Executive Officer
              (Principal
      Executive Officer)
            
            
            Title:   
      Chief Financial Officer
              (Principal
      Financial and Accounting Officer)




Pursuant
to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf of the
registrant and in the capacities and on the dates indicated.





/s/
      Qinan Ji
            
            President
      and Chief
              Executive
      Officer and
              Director
      (Principal Executive Officer)
            
            March
      23, 2009Qinan
      Ji/s/
      Zhiqiang Wang
            
            Director
            
            March
      23, 2009Zhiqiang
      Wang/s/
      Donald Yang
            
            Director
            
            March
      23, 2009Donald
      Yang/s/
      Richard Peidong Wu
            
            Chief
      Financial Officer
              (Principal
      Accounting Officer)
            
            March
      23, 2009Richard
      Peidong Wu/s/
      Carl Yeung
            
            Director
            
            March
      23, 2009Carl
      Yeung/s/
      Lawrence Leighton
            
            Director
            
            March
      23, 2009Lawrence
      Leighton