U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               AMENDMENT NO. 1 ON
                                   FORM 10-K/A

[X]    ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
       ACT OF 1934.

                     FOR FISCAL YEAR ENDED DECEMBER 31, 2002


                         Commission File Number: 0-24624
                         -------------------------------

                           CHINDEX INTERNATIONAL, INC.
                 ----------------------------------------------
                (Name of registrant as specified in its charter)



                DELAWARE                                        13-3097642
-----------------------------------------------              ----------------
(State or Other Jurisdiction of Incorporation                (I.R.S. Employer
           or Organization)                                  Identification No.)

          7201 WISCONSIN AVENUE
            BETHESDA, MARYLAND                                     20814
-----------------------------------------                        ----------
(Address of Principal Executive Offices)                         (Zip Code)

                                 (301) 215-7777
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

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

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.01 par value

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 [_]

Check if disclosure of delinquent filers in response to item 405 of Regulation
S-K is not contained in this form, and no disclosure will 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-KB[].

The aggregate market value of the voting stock held by non-affiliates computed
by reference to the price at which the stock was sold, the average bid and asked
prices of such stock, as of April 15, 2003 was approximately $6,525,954.

The number of shares outstanding of each of the issuer's classes of common
equity, as of April 15, 2003, was 733,308 shares of Common Stock and 193,750
shares of Class B Common Stock.

Documents Incorporated by Reference:  None.


<PAGE>

                                INTRODUCTORY NOTE

This Amendment to Annual Report on Form 10-K/A is being filed to supplement
Chindex International, Inc.'s (the "Company") Annual Report on Form 10-K for the
fiscal year ended December 31, 2002 to include the following information:

Part III, Item 10.  Directors and Executive Officers of the Registrant
Part III, Item 11.  Executive Compensation
Part III, Item 12.  Security Ownership of Certain Beneficial Owners and
                    Management and Related Stockholder Matters
Part III, Item 13.  Certain Relationships and Related Transactions

The Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2002 ("fiscal 2002") was filed on March 31, 2003 and incorporated information
required under Part III by reference to the Company's definitive proxy
statement. The Company's definitive proxy statement will not be finalized and
fled with the Securities and Exchange Commission (the "SEC") within 120 days
after the close of fiscal 2002. This Amendment contains the supplemental
information required under Part III of Form 10-K. This Amendment should be read
in conjunction with the Company's Annual Report on Form 10-K for fiscal 2002
as filed with the SEC on March 31, 2003.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     The directors and executive officers of the Company and their present
positions with the Company are as follows:

Name                           Positions with the Company
----                           --------------------------

Roberta Lipson                 Chairperson of the Board of Directors,
                               Chief Executive Officer and President

Elyse Beth Silverberg          Executive Vice President, Secretary and
                               Director

Lawrence Pemble                Executive Vice President Finance and Business
                               Development and Director

Robert C. Goodwin, Jr.         Executive Vice President Operations, Treasurer,
                               Assistant Secretary, General Counsel and Director

A. Kenneth Nilsson (1)(2)      Director

Julius Y. Oestreicher (1)(2)   Director

Carol R. Kaufman (2)           Director
----------------
(1)    Member of the Compensation Committee.
(2)    Member of the Audit Committee.

     All directors of the Company hold office until the next annual meeting of
the stockholders and until their successors have been duly elected and
qualified. The officers of the Company are elected by the Board of Directors at
the first meeting after each annual meeting of the Company's stockholders and
hold office until their resignation, removal from office or death.

     Set forth below is certain information with respect to each director:

                                       2
<PAGE>

     ROBERTA LIPSON, 47, co-founded the Company in 1981. Ms. Lipson has served
as the Chairperson of the Board of Directors, Chief Executive Officer and
President since that time. From 1979 until founding the Company in 1981, Ms.
Lipson was employed in China by Sobin Chemical, Inc., a worldwide trading
company, as Marketing Manager, coordinating marketing and sales of various
equipment in China. Ms. Lipson was employed by Schering-Plough Corp. in the area
of product marketing until 1979. Ms. Lipson received a B.A. degree in East Asian
Studies from Brandeis University and an MBA degree from Columbia University
Graduate School of Business.

     ELYSE BETH SILVERBERG, 45, co-founded the Company in 1981. Ms. Silverberg
has served as the Company's Executive Vice President and Secretary and as a
Director since that time. Prior to founding the Company, from 1980 to 1981, Ms.
Silverberg worked with Ms. Lipson at Sobin Chemical, Inc. and was an intern in
China with the National Council for U.S.-China Trade from 1979 to 1980. Ms.
Silverberg received a B.A. degree in Chinese Studies and History from the State
University of New York at Albany.

     LAWRENCE PEMBLE, 46, joined the Company in 1984 and has served as Executive
Vice President Finance and Business Development since January 1996. From 1986
until 1996, Mr. Pemble served as Vice President of Marketing. From 1986 through
April 1992 and September 1993 to the present, Mr. Pemble has also served as a
Director of the Company. Prior to joining the Company, Mr. Pemble was employed
by China Books and Periodicals, Inc. as Manager, East Coast Center. Mr. Pemble
received a B.A. degree in Chinese Studies and Linguistics from the State
University of New York at Albany.

     ROBERT C. GOODWIN, JR., 62, has served as Executive Vice President
Operations since January 1996, as Assistant Secretary since June 1995 and as
General Counsel, Treasurer and a Director of the Company since October 1992. In
addition to his other duties, from October 1992 until January 1996, Mr. Goodwin
served as Vice President of Operations for the Company. Prior to joining the
Company, Mr. Goodwin was engaged in the private practice of law from 1979 to
1992, with a specialty in international law, in Washington, D.C. and had served
as the Company's outside counsel since 1984. Prior to such employment, Mr.
Goodwin served for two years as the Assistant General Counsel for International
Trade and Emergency Preparedness for the United States Department of Energy and
for three years as the Deputy Assistant General Counsel for the Federal Energy
Administration. From 1969 until 1974, Mr. Goodwin served as an attorney-advisor
for the U.S. Department of Commerce. Mr. Goodwin received a B.A. degree from
Fordham University and a J.D. degree from Georgetown University Law Center.

     A. KENNETH NILSSON, 70, has served as a Director of the Company since
January 1996. Since 1989, Mr. Nilsson has served as Chairman of Eureka Group,
Inc., a consulting firm he founded in 1972. Prior to 1989, Mr. Nilsson served as
Vice Chairman of Cooper Companies, Inc., and as President of Cooper
Laboratories, Inc., and President of Cooper Lasersonics, Inc. He previously
served as an executive of Max Factor & Co., Ltd. and of Pfizer International,
Inc. Mr. Nilsson received a B.A. degree in Telecommunications from the
University of Southern California and an M.A. degree in Political Science from
the University of California.

     JULIUS Y. OESTREICHER, 73, has served as a Director of the Company since
January 1996. Mr. Oestreicher has been a partner with the law firm of
Oestreicher & Ennis, LLP and its predecessor firms for thirty years, engaged
primarily in estate, tax and business law. Mr. Oestreicher received a B.S.
degree in Business Administration from City College of New York and a J.D.
degree from Fordham University School of Law.


                                       3
<PAGE>

     CAROL R. KAUFMAN, 53, was appointed a Director of the Company in November
2000. Ms. Kaufman has been Vice President and Chief Administrative Officer of
The Cooper Companies, a medical device company, since October 1995 and was
elected Vice President of Legal Affairs in March 1996. From January 1989 through
September 1995, she served as Vice President, Secretary and Chief Administrative
Officer of Cooper Development Company, a healthcare and consumer products
company that was a former affiliate of The Cooper Companies. Ms. Kaufman
received her undergraduate degree from Boston University.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, and persons who own more than
10% of the Company's capital stock, to file with the SEC initial reports of
ownership and reports of changes in ownership of Common Stock and other equity
securities of the Company. Officers, directors and greater than 10% stockholders
are required by SEC regulation to furnish the Company with copies of all Section
16(a) reports they file. To the Company's knowledge, based solely upon review of
the copies of such reports furnished to the Company during the one-year period
ended December 31, 2002, all Section 16(a) filing requirements applicable to its
officers, directors and greater than 10% stockholders were complied with.

ITEM 11. EXECUTIVE COMPENSATION.

Summary Compensation Table
--------------------------

     The following table sets forth information concerning the annual
compensation of the Company's chief executive officer and other most highly
compensated executive officers whose salary and bonus for fiscal 2002 exceeded,
in the aggregate, $100,000 for services rendered in all capacities to the
Company and its subsidiaries during that year:

<TABLE>
<CAPTION>
                                                                                      Long Term
                                        Annual Compensation                         Compensation
                           ----------------------------------------------           ------------
                                                               All                      Shares
Name and                                                       Other                  Underlying
Principal Position         Year     Salary       Bonus       Compensation               Option
------------------         ----     ------       -----       ------------               ------

<S>                        <C>        <C>                <C>         <C>             <C>
Roberta Lipson,            2002       $184,437           $25,000     $137,765(1)          --
Chairperson of             2001       $184,437           $25,000     $157,520(1)
     the Board, Chief      2000       $174,656           $15,000     $156,460(1)       24,200(4)
     Executive Officer
     and President

Elyse Beth Silverberg,     2002       $177,606          $25,000      $ 98,750(2)          --
     Executive Vice        2001       $177,606          $25,000      $ 98,100(2)
     President and         2000       $168,185          $15,000      $119,010(2)       24,200(4)
     Secretary

Lawrence Pemble,           2002       $170,775          $25,000      $  5,470(3)          --
     Executive Vice        2001       $170,775          $25,000      $  4,704(3)
     President Finance     2000       $161,818          $15,000      $  1,050(3)       24,200(4)
     and Business
     Development

Robert C. Goodwin, Jr.     2002       $167,244          $25,000      $  4,070(3)          --
     Executive Vice        2001       $167,244          $25,000      $  3,454(3)
     President             2000       $158,472          $15,000      $  1,050(3)       42,955(4)
     Operations, General
     Counsel, Assistant
     Secretary and Treasurer
</TABLE>
________________


                                       4
<PAGE>

(1)  Includes tuition expenses for Ms. Lipson's sons in China in the amounts of
     $36,475 in 2002, $54,900 in 2001 and $62,980 in 2000. Also includes rental
     expenses of $96,000 in 2002, $96,000 in 2001 and $88,000 in 2000 for Ms.
     Lipson's housing in China. Also includes $2,750, $2,100 and $1,050,
     representing the Company's matching contribution as deferred compensation
     under the Company's 401(k) plan in 2002, 2001 and 2000, respectively.

(2)  Includes rental expense in the amount of $96,000 in 2002, $96,000 in 2001
     and $96,000 in 2000 for Ms. Silverberg's housing in China and tuition
     expenses in the amounts of $23,960 for 2000 for Ms. Silverberg's son in
     China. Also includes $2,750, $2,100 and $1,050, representing the Company's
     matching contribution as deferred compensation under the Company's 401(k)
     plan in 2002, 2001 and 2000, respectively.

(3)  Includes $2,750, $2,184 and $1,050 representing the Company's matching
     contribution as deferred compensation under the Company's 401(k) plan in
     2002, 2001 and 2000, respectively.

(4)  Such amount gives effect to the Company's 10% stock dividend effective as
     of July 15, 2002 (the "Stock Dividend").


Option Grants In Last Fiscal Year
---------------------------------

<TABLE>
<CAPTION>
                                                                                                 POTENTIAL REALIZABLE
                                                                                                 VALUE AT ASSUMED
                            NUMBER OF      % OF TOTAL                                            ANNUAL RATES OF STOCK
                            SECURITIES     OPTIONS                                               PRICE APPRECIATION FOR
                            UNDERLYING     GRANTED TO                                            OPTION TERMS
                            OPTIONS        EMPLOYEES           EXERCISE OR       EXPIRATION      -------------------------
NAME                        GRANTED        IN FISCAL 2000      BASE PRICE        DATE            5% ($)            10% ($)
----                        -------        --------------      ----------        ----            ------            -------

<S>                         <C>             <C>                    <C>          <C>              <C>               <C>
Roberta Lipson              None            0                      N/A           N/A             N/A               N/A
Elyse Silverberg            None            0                      N/A           N/A             N/A               N/A
Robert C. Goodwin, Jr.      None            0                      N/A           N/A             N/A               N/A
Lawrence Pemble             None            0                      N/A           N/A             N/A               N/A



Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values
</TABLE>



<TABLE>
<CAPTION>
                                                            NUMBER OF SECURITIES
                             SHARES                         UNDERLYING UNEXERCISED        VALUE OF UNEXERCISED IN-
                             ACQUIRED ON    VALUE           OPTIONS AT FISCAL Y/E         THE MONEY OPTIONS AT Y/E
NAME                         EXERCISE(#)    REALIZED($)     EXERCISABLE/UNEXERCISABLE     EXERCISABLE/UNEXERCISABLE(1)
----                         -----------    -----------     -------------------------     ----------------------------

<S>                              <C>            <C>             <C>                                  <C>
Roberta Lipson                   0              $0              24,200/0                              $0/$0
Elyse Silverberg                 0              $0              24,200/0                              $0/$0
Lawrence Pemble                  0              $0              24,200/0                              $0/$0
Robert C. Goodwin, Jr.           0              $0              42,955/0                              $0/$0

</TABLE>
----------------
(1)  Based on the closing bid price per share of $7.42 on December 31, 2002, the
     last trading day of fiscal 2002.


                                       5
<PAGE>

Employment Agreements
---------------------

     In 2001, the Company entered into five-year employment agreements with each
of Mmes. Lipson and Silverberg and Messrs. Pemble and Goodwin, providing for
base salaries to be subject to annual review and adjustment as determined by the
Company, and which currently are $184,437, $177,606, $170,775 and $167,244,
respectively. Each such executive officer also receives additional benefits,
including those generally provided to other executive officers of the Company.
In addition, each of Mmes. Lipson and Silverberg also receives reimbursement of
expenses relating to residing in China. Each employment agreement also provides
certain additional compensation in the case of a departure related to a change
of control of the Company, including the payment of three (3) times the annual
salary. Each employment agreement also contains non-competition provisions that
preclude each executive from competing with the Company for a period of two
years from the date of termination of employment.

     The Company has obtained an individual term life insurance policy covering
Ms. Lipson in the amount of $2,000,000. The Company is the sole beneficiary
under this policy.

Compensation of Directors
-------------------------

     Each director who is not an employee of the Company is paid for serving on
the Board of Directors a retainer at the rate of $3,000 per annum and an
additional $1,000 for each meeting of the Company's stockholders attended, $500
for each meeting of the Board of Directors attended and $300 for each meeting of
a committee of the Board of Directors attended. The Company also reimburses each
director for reasonable expenses in attending meetings of the Board of
Directors. Directors also receive stock options as determined by the Board of
Directors. Directors who are also employees of the Company are not separately
compensated for their services as directors.

Compensation Committee Interlocks and Insider Participation
-----------------------------------------------------------

     The members of the Company's compensation committee are Messrs. A. Kenneth
Nilsson and Julius Y. Oestreicher, both of whom are non-employee directors. No
member of the compensation committee has a relationship that would constitute an
interlocking relationship with executive officers or directors of another
entity.

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

     The following table contains a summary of the number of shares of the
Company's Common Stock to be issued upon the exercise of options, warrants and
rights outstanding at December 31, 2002, the weighted-average exercise price of
those outstanding options, warrants and rights, and the number of additional
shares of the Company's Common Stock remaining available for future issuance
under the Company's equity compensation plans as at December 31, 2002.

<TABLE>
<CAPTION>
                      EQUITY COMPENSATION PLAN INFORMATION

Plan Category                 Number of Securities to be      Weighted-average         Number of securities
                              issued upon exercise of         exercise price of        remaining available for the
                              outstanding options, warrants   outstanding options,     future issuance under equity
                              and rights                      warrants and             compensation plans (excluding
                              -----------------------------   rights                   securities reflected in
                                                              --------------------     column (a))
                                                                                       -----------------------------
                                           (a)                          (b)                         (C)
<S>                                      <C>                           <C>                         <C>
Equity Compensation plans
approved by security holders             232,354                       $9.38                       56,396

Equity Compensation plans
not approved by security                   N/A                          N/A                         N/A
holders
</TABLE>


                                       6
<PAGE>

     The following table sets forth information as to the ownership of shares of
the Company's Common Stock and Class B Common Stock as of April 15, 2003 with
respect to (i) holders known to the Company to beneficially own more than five
percent (5%) of the outstanding Common Stock or the Class B Common Stock, (ii)
each director, (iii) the Company's Chief Executive Officer and each other
executive officer whose annual cash compensation for 2002 exceeded $100,000 and
(iv) all directors and executive officers of the Company as a group. The
following amounts take into account the Stock Dividend (which did apply to the
Company's Class B Common Stock).

<TABLE>
<CAPTION>
                                                            Amount and Nature
                                                             of Beneficial
                                                             Ownership (2)(3)          Percent of:
                                                            ------------------         --------------------------
Name and Address of                       Common                  Class B              Common          Class B
Beneficial Stockholder(1)                 Stock               Common Stock(4)          Stock         Common Stock
-------------------------                 -----               ---------------          -----         ------------
<S>                                        <C>                   <C>                     <C>              <C>
Roberta Lipson                             24,503(5)             110,000(6)              3.2%             56.8%

Elyse Beth Silverberg                      29,493(7)              65,125                 3.9%             33.6%

Lawrence Pemble                            24,487(8)              18,625                 3.2%              9.6%

Robert C. Goodwin, Jr.                     44,582(9)                   0                 5.7%              0%

Julius Y. Oestreicher                      28,633(10)                  0                 3.8%              0%
   235 Mamaroneck Avenue
   White Plains, New York

A. Kenneth Nilsson                         28,633(11)                  0                 3.8%              0%
   P.O. Box 2510
   Monterey, California

Carol R. Kaufman                           13,590(12)                  0                 1.8%              0%
   c/o The Cooper Companies
   6140 Stoneridge Mall Road
   Pleasanton, California

Steven T. Newby                           131,858(13)                  0                18.0%              0%
   55 Quince Orchard Rd.
   Suite 606
   Gaithersburg, MD  20878

Rosalind Davidowitz                        39,363(14)                  0                 5.4%              0%
   7 Sutton Place South
   Lawrence, New York 11558

All Executive Officers                    193,921(15)            193,750                21.1%            100.0%
and Directors as a Group
(7 persons)
</TABLE>
___________________________

(1)  Unless  otherwise  indicated,  the business address of each person named in
     the  table is c/o  Chindex  International,  Inc.,  7201  Wisconsin  Avenue,
     Bethesda, Maryland 20814.

(2)  Except as otherwise  indicated,  each of the parties listed has sole voting
     and investment power with respect to all shares indicated below.

(3)  Beneficial  ownership is calculated in accordance  with  Regulation  S-K as
     promulgated by the SEC.

(4)  The Class B Common  Stock is entitled  to six votes per share,  whereas the
     Common Stock is entitled to one vote per share.


                                       7
<PAGE>

(5)  Includes 24,200 shares  underlying  options that are currently  exercisable
     with respect to all of the underlying  shares.

(6)  Includes 5,000 shares held by each of the Ariel Benjamin Lee Trust,  Daniel
     Lipson Plafker Trust and Jonathan  Lipson  Plafker Trust,  all of which Ms.
     Lipson is a trustee.

(7)  Includes 24,200 shares  underlying  options that are currently  exercisable
     with respect to all of the underlying  shares.

(8)  Includes 24,200 shares  underlying  options that are currently  exercisable
     with respect to all of the underlying  shares.

(9)  Includes 42,955 shares  underlying  options that are currently  exercisable
     with respect to all of the underlying  shares.

(10) Represents  shares underlying  options that are currently  exercisable with
     respect  to  all of the  underlying  shares,  giving  effect  to the  Stock
     Dividend.  Does not include 2,750 shares of Common Stock beneficially owned
     by Mr. Oestreicher's wife, with respect to which Mr. Oestreicher  disclaims
     any beneficial ownership.

(11) Includes 27,120 shares  underlying  options that are currently  exercisable
     with respect to all of the underlying  shares.

(12) Represents  shares underlying  options that are currently  exercisable with
     respect  to  all of the  underlying  shares.

(13) The amount and nature of beneficial  ownership of these shares by Steven T.
     Newby is based solely on a Schedule  13G/A filed by Mr. Newby with the SEC.
     The Company has no independent knowledge of the accuracy or completeness of
     the  information  set forth in such  Schedule  13G/A,  but has no reason to
     believe that such information is not complete or accurate.

(14) The amount and nature of  beneficial  ownership of these shares by Rosalind
     Davidowitz is based solely on a Schedule 13G filed by Ms.  Davidowitz  with
     the SEC.  The  Company  has no  independent  knowledge  of the  accuracy or
     completeness  of the information set forth in such Schedule 13G, but has no
     reason to believe that such information is not complete or accurate.

(15) Includes 184,898 shares underlying  options that are currently  exercisable
     with respect to all of the underlying  shares.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

                  Not applicable.


                                       8
<PAGE>

                                   SIGNATURES

     In  accordance  with Section 13 or 15(d) of the  Exchange  Act, the Company
caused this Form 10-K/A to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                              CHINDEX INTERNATIONAL, INC.


April 30, 2003                                By:  /s/ Robert C. Goodwin
                                                   -----------------------------
                                                   Robert C. Goodwin, Jr.
                                                   Executive Vice President and
                                                   General Counsel





                                       9
<PAGE>

         302 CERTIFICATION FOR AMENDMENT TO ANNUAL REPORT ON FORM 10-K/A
         ---------------------------------------------------------------

     I, Roberta Lipson, certify that:

     1.   I have reviewed this annual report on Form 10-K/A of Chindex
          International, Inc.;

     2.   Based on my knowledge, this annual 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 annual report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this annual report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this annual report;

     4.   The registrant's other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a- 14 and 15d-14) for the registrant
          and we have:

          a) designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

          c) presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent evaluation, to the registrant's auditors and the
          audit committee of registrant's board of directors (or persons
          performing the equivalent functions):

          a) all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

          b) any fraud, whether or not material, that involves management or
          other employees who have a significant role in the registrant's
          internal controls; and

     6.   The registrant's other certifying officers and I have indicated in
          this annual report whether or not there were significant changes in
          internal controls or in other factors that could significantly affect
          internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions with regard to
          significant deficiencies and material weaknesses.

Date: April 30, 2003

                                                    /s/ Roberta Lipson
                                                    ----------------------------
                                                    Roberta Lipson
                                                    Chief Executive Officer

          A signed original of this written statement required by Section 302
          has been provided to Chindex International, Inc. and will be retained
          by Chindex International, Inc. and furnished to the SEC or its staff
          upon request.


<PAGE>

         302 CERTIFICATION FOR AMENDMENT TO ANNUAL REPORT ON FORM 10-K/A
         ---------------------------------------------------------------

     I, Lawrence Pemble, certify that:

     1.   I have reviewed this annual report on Form 10-K/A of Chindex
          International, Inc.;

     2.   Based on my knowledge, this annual 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 annual report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this annual report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this annual report;

     4.   The registrant's other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a- 14 and 15d-14) for the registrant
          and we have:

          a) designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

          c) presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent evaluation, to the registrant's auditors and the
          audit committee of registrant's board of directors (or persons
          performing the equivalent functions):

          a) all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

          b) any fraud, whether or not material, that involves management or
          other employees who have a significant role in the registrant's
          internal controls; and

     6.   The registrant's other certifying officers and I have indicated in
          this annual report whether or not there were significant changes in
          internal controls or in other factors that could significantly affect
          internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions with regard to
          significant deficiencies and material weaknesses.

Date: April 30, 2003

                                            /s/ Lawrence Pemble
                                            ----------------------------
                                            Lawrence Pemble
                                            Executive Vice President Finance

A signed original of this written statement required by Section 302 has been
provided to Chindex International, Inc. and will be retained by Chindex
International, Inc. and furnished to the Securities and Exchange Commission or
its staff upon request.



<PAGE>

         302 CERTIFICATION FOR AMENDMENT TO ANNUAL REPORT ON FORM 10-K/A
         ---------------------------------------------------------------

     I, Ronald Zilkowski, certify that:

     1.   I have reviewed this annual report on Form 10-K/A of Chindex
          International, Inc.;

     2.   Based on my knowledge, this annual 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 annual report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this annual report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this annual report;

     4.   The registrant's other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a- 14 and 15d-14) for the registrant
          and we have:

          a) designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

          c) presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent evaluation, to the registrant's auditors and the
          audit committee of registrant's board of directors (or persons
          performing the equivalent functions):

          a) all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

          b) any fraud, whether or not material, that involves management or
          other employees who have a significant role in the registrant's
          internal controls; and

     6.   The registrant's other certifying officers and I have indicated in
          this annual report whether or not there were significant changes in
          internal controls or in other factors that could significantly affect
          internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions with regard to
          significant deficiencies and material weaknesses.

Date: April 30, 2003
                                              /s/ Ronald Zilkowski
                                              ----------------------------------
                                              Ronald Zilkowski
                                              Principal Accounting Officer

A signed original of this written statement required by Section 302 has been
provided to Chindex International, Inc. and will be retained by Chindex
International, Inc. and furnished to the Securities and Exchange Commission or
its staff upon request.