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UNITED STATES SECURITIES and EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 AMENDMENT NO. 1
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT of 1934
 FOR THE FISCAL YEAR ENDED MARCH 31, 2006
Commission File No. 0-24624
 CHINDEX INTERNATIONAL, INC.
  Delaware
    
    13-3097642(State or other jurisdiction of incorporation
or organization)
    
    (I.R.S. Employer
Identification No.)
 
 
  o þ
  o þ
  þ o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
  o þ




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2 INTRODUCTORY NOTE




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3 PART III
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
  Name
    
    Positions with the CompanyA. Kenneth Nilsson(a)(b)(c)
    
    Chairman of the Board of DirectorsRoberta Lipson
    
    Chief Executive Officer and DirectorElyse Beth Silverberg
    
    Executive Vice President, Secretary and DirectorLawrence Pemble
    
    Executive Vice President, Chief Financial
Officer, Treasurer,
Assistant Secretary and DirectorJulius Y.
Oestreicher(a)(b)(c)
    
    DirectorCarol R. Kaufman(a)(b)
    
    DirectorDouglas B. Grob
    
    DirectorHolli Harris(a)
    
    Director
 
 (a)
    
    Member of the Audit Committee.(b)
    
    Member of the Compensation Committee.(c)
    
    Member of the Governance and Nominating Committee.   Roberta Lipson
 Elyse Beth Silverberg
 Lawrence Pemble
 A. Kenneth Nilsson




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4  Julius Y. Oestreicher
 Carol R. Kaufman
 Douglas B. Grob
 Holli Harris
 Audit Committee and Audit Committee Financial Expert
  Section 16(a) Beneficial Ownership Reporting Compliance




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5 Code of Ethics
 www.chindex.com
 Compensation of Directors
  ITEM 11. EXECUTIVE COMPENSATION
 Summary Compensation Table
  Long TermAnnual Compensation
    
    CompensationSecuritiesOther Annual
    
    UnderlyingName and Principal Position
    
    Year
    
    Salary
    
    Bonus
    
    Compensation
    
    OptionsRoberta Lipson
    
    
    2006
    
    
    $
    220,000
    
    
    $
    6,250
    
    
    $
    95,250
    (a)
    
    
    38,000
    (c)Chief Executive Officer
    
    
    2005
    
    
    $
    199,255
    
    
    $
    6,250
    
    
    $
    140,833
    (a)
    
    
    25,000
    (f)2004
    
    
    $
    184,437
    
    
    
    
    
    
    $
    139,562
    (a)Elyse Beth Silverberg
    
    
    2006
    
    
    $
    197,000
    
    
    $
    6,250
    
    
    $
    59,537
    (b)
    
    
    38,000
    (c)Executive Vice President and
    
    
    2005
    
    
    $
    185,687
    
    
    $
    6,250
    
    
    $
    105,121
    (b)
    
    
    25,000
    (f)Secretary
    
    
    2004
    
    
    $
    177,606
    
    
    
    
    
    
    $
    99,062
    (b)Lawrence Pemble
    
    
    2006
    
    
    $
    195,000
    
    
    $
    6,250
    
    
    
    
    
    
    
    67,000
    (d)Executive Vice President and
    
    
    2005
    
    
    $
    180,869
    
    
    $
    6,250
    
    
    
    
    
    
    
    25,000
    (f)Chief Financial Officer
    
    
    2004
    
    
    $
    170,775
    
    
    
    
    
    
    
    Robert C. Goodwin, Jr. (g)
    
    
    2006
    
    
    $
    135,833
    
    
    $
    6,250
    
    
    
    
    
    
    
    6,000
    (e)2005
    
    
    $
    176,726
    
    
    $
    6,250
    
    
    
    
    
    
    
    25,000
    (f)2004
    
    
    $
    167,244
    
    
    
    
    
    
    
    
 
 (a)
    
    Includes tuition expenses for Ms. Lipsons sons in China in the amounts of $38,300 in the
year ended March 31, 2006 (fiscal 2006), $38,300 in the year ended March 31, 2005 (fiscal
2005) and $36,600 in the year ended March 31, 2004 (fiscal 2004). Also includes rental
expenses of $50,167 in fiscal 2006 and $96,000 in fiscal 2005 and 2004, for Ms. Lipsons
housing in China. Also includes $3,563, $3,313




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6 and $3,062 in fiscal 2006, 2005 and 2004, respectively, representing our matching
contributions as deferred compensation under our 401(k) plan.(b)
    
    Includes rental expense in the amount of $50,167 in fiscal 2006 and $96,000 in each of fiscal
2005 and 2004, for Ms. Silverbergs housing in China. Also includes $3,563, $3,313 and $3,062
in fiscal 2006, 2005 and 2004, respectively, representing our matching contribution as
deferred compensation under our 401(k) plan.(c)
    
    Represents a grant to each of these executives on July 8, 2005 for 11,000 options at
a closing market price per share of Common Stock on that day of $4.47 plus a grant on February
7, 2006 for 27,000 options at a closing market price per share of Common Stock on that day of
$6.54.(d)
    
    Represents a grant to this executive on July 8, 2005 for 11,000 options at a closing
market price per share of Common Stock on that day of $4.47 plus a grant on February 7, 2006
for 56,000 options at a closing market price per share of Common Stock on that day of $6.54.(e)
    
    Represents a grant to this executive on July 8, 2005 for 6,000 options at a closing
market price per share of Common Stock on that day of $4.47.(f)
    
    Represents a grant to each executive on April 26, 2004 of options to purchase an
aggregate of 25,000 shares of Common Stock and a closing market price per share of the Common
Stock on that date of $12.29.(g)
    
    For fiscal years 2004, 2005 and for the period from April 1, 2005 through September 16, 2005,
Mr. Goodwin served as the Companys Executive Vice President of Operations, Treasurer,
Assistant Secretary and General Counsel. For the period from September 19, 2005 to March 31,
2006 Mr. Goodwin served as the Companys Legal Counsel.  Individual GrantsPercentage ofNumber of
    
    Total Options/
    
    
    
    
    
    
    
    
    
    Potential Realizable Value atSecurities
    
    SARs
    
    
    
    
    
    
    
    
    
    Assumed Annual Rates ofUnderlying
    
    Granted to
    
    Exercise or
    
    
    
    
    
    Stock Price Appreciation forOptions/SARs
    
    Employees in
    
    Base Price
    
    Expiration
    
    Option Term(e)Name
    
    Granted (#)
    
    Fiscal Year(d)
    
    (#/Sh)
    
    Date
    
    5% ($)
    
    10% ($)Roberta Lipson
    
    
    11,000
    (a)
    
    
    2.5
    %
    
    
    4.47
    
    
    
    7/8/15
    
    
    $
    30,923
    
    
    $
    78,364Roberta Lipson
    
    
    27,000
    (b)
    
    
    6.0
    %
    
    
    6.54
    
    
    
    2/7/16
    
    
    $
    111,050
    
    
    $
    281,423Elyse Beth Silverberg
    
    
    11,000
    (a)
    
    
    2.5
    %
    
    
    4.47
    
    
    
    7/8/15
    
    
    $
    30,923
    
    
    $
    78,364Elyse Beth Silverberg
    
    
    27,000
    (b)
    
    
    6.0
    %
    
    
    6.54
    
    
    
    2/7/16
    
    
    $
    111,050
    
    
    $
    281,423Lawrence Pemble
    
    
    11,000
    (a)
    
    
    2.5
    %
    
    
    4.47
    
    
    
    7/8/15
    
    
    $
    30,923
    
    
    $
    78,364Lawrence Pemble
    
    
    56,000
    (b)
    
    
    12.5
    %
    
    
    6.54
    
    
    
    2/7/16
    
    
    $
    230,326
    
    
    $
    583,692Robert C. Goodwin, Jr.
    
    
    6,000
    (c)
    
    
    1.3
    %
    
    
    4.47
    
    
    
    7/8/15
    
    
    $
    16,867
    
    
    $
    42,744
 
 (a)
    
    Consists of options to purchase 11,000 shares of Common Stock that were exercisable 33%
immediately, 33% on the first anniversary of the grant date and 34% on the second anniversary
of the grant date. The unvested portion of these options was accelerated in February 2006.
These options are intended to be incentive stock options in accordance with Section 422 of the
Internal Revenue code of 1986 and non-qualified options otherwise(b)
    
    Consists of options to purchase number of shares Common Stock noted above which were
immediately exercisable and that are intended to be incentive stock options in accordance with
Section 422 of the Internal Revenue Code of 1986 and non-qualified options otherwise.




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7 (c)
    
    Consists of options to purchase 6,000 shares of Common Stock which were immediately
exercisable and that are intended to be incentive stock options in accordance with Section 422
of the Internal Revenue Code of 1986.(d)
    
    Percentages are based on grants in fiscal 2006 to purchase an aggregate of 449,050 shares of
our common stock pursuant to our 2004 Stock Incentive Plan.(e)
    
    Potential realizable values are computed by multiplying the number of shares of common stock
subject to a given option by the assumed value of our common stock, assuming that the
aggregate stock value compounds from the fair market value of the stock on the date of grant
at the annual 5% or 10% rate shown in the table for the entire term of the option and
subtracting from that result the aggregate option exercise price. These numbers are calculated
based on Securities and Exchange Commission requirements and do not reflect our projection or
estimate of future stock price growth. Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values
  Value of UnexercisedNumber of Securities
    
    in-the-MoneyUnderlying Unexercised
    
    OptionsShares
    
    
    
    
    
    Options at Fiscal Year End
    
    at Fiscal Year EndAcquired on
    
    Value
    
    Exercisable/
    
    Exercisable/Name
    
    Exercise (#)
    
    Realized ($)
    
    Unexercisable
    
    Unexercisable(a)Roberta Lipson
    
    
    
    
    
    
    
    
    
    
    159,800/0
    
    
    $
    783,043/0Elyse Beth Silverberg
    
    
    
    
    
    
    
    
    
    
    159,800/0
    
    
    $
    783,043/0Lawrence Pemble
    
    
    5,000
    
    
    $
    10,274
    
    
    
    162,000/0
    
    
    $
    672,146/0Robert C. Goodwin, Jr.
    
    
    167,820
    
    
    $
    901,621
    
    
    
    25,000/0
    
    
    $
    0/0
 
 (a)
    
    Based on the closing price per share of $9.06 on March 31, 2006, the last trading day of
fiscal 2006. Employment Agreements
  Compensation Committee Interlocks and Insider Participation




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8  Security Ownership Table
  Amount and NatureOf BeneficialOwnership(b)(c)
    
    Percent ofClass B
    
    
    
    
    
    Class BName and Address of
    
    Common
    
    Common
    
    Common
    
    CommonBeneficial Stockholder(a)
    
    Stock
    
    Stock(d)
    
    Stock
    
    Stock
    
    Combined(e)Roberta Lipson
    
    
    161,012
    (f)
    
    
    440,000
    (g)
    
    
    2.7
    %
    
    
    56.8
    %
    
    
    26.4
    %Elyse Beth Silverberg
    
    
    180,972
    (h)
    
    
    260,500
    
    
    
    3.0
    
    
    
    33.6
    
    
    
    16.4Lawrence Pemble
    
    
    173,148
    (i)
    
    
    74,500
    
    
    
    2.9
    
    
    
    9.6
    
    
    
    5.8Robert C. Goodwin, Jr.
    
    
    31,508
    (j)
    
    
    
    
    
    
    *
    
    
    
    
    
    
    
    *Julius Y. Oestreicher
    
    
    141,480
    (k)
    
    
    
    
    
    
    2.4
    
    
    
    
    
    
    
    1.3A. Kenneth Nilsson
    
    
    159,532
    (l)
    
    
    
    
    
    
    2.7
    
    
    
    
    
    
    
    1.5Carol R. Kaufman
    
    
    84,360
    (m)
    
    
    
    
    
    
    1.4
    
    
    
    
    
    
    
    *Douglas B. Grob
    
    
    15,030
    (n)
    
    
    
    
    
    
    *
    
    
    
    
    
    
    
    *Holli Harris
    
    
    15,000
    (o)
    
    
    
    
    
    
    *
    
    
    
    
    
    
    
    *Neon Liberty CapitalManagement LLC230 Park Avenue, Suite 865New York, NY 10169
    
    
    456,290
    (p)
    
    
    
    
    
    
    7.7
    
    
    
    
    
    
    
    4.3Federated Investors, Inc.Federated Investors TowerPittsburgh, PA 15222
    
    
    670,200
    (q)
    
    
    
    
    
    
    11.3
    
    
    
    
    
    
    
    6.3Gotham Holdings, L.P.650 Fifth Ave,6th FloorNew York, NY 10019
    
    
    325,500
    (r)
    
    
    
    
    
    
    5.5
    
    
    
    
    
    
    
    3.1Andrew Edward and RonitMartine Gold10835 Lockland RoadPotomac, MD 20854
    
    
    336,211
    (s)
    
    
    
    
    
    
    5.6
    
    
    
    
    
    
    
    3.2All executive officers and
directors as a group(9 persons)
    
    
    962,042
    (t)
    
    
    775,000
    
    
    
    16.2
    
    
    
    100.0
    
    
    
    52.9
 
 *
    
    Less than 1%.(a)
    
    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.(b)
    
    Except as otherwise indicated, each of the parties listed has sole voting and investment
power with respect to all shares indicated below.(c)
    
    Beneficial ownership is calculated in accordance with Regulation S-K as promulgated by the
Commission.(d)
    
    Our Common Stock is entitled to one vote per share and our Class B Common Stock is entitled
to six votes per share.




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9 (e)
    
    Indicates percentage voting power represented by beneficial ownership when the Class B Common
Stock and Common Stock vote together, based on total outstanding as of June 30, 2006 of
775,000 shares of Class B Common Stock and 5,957,623 shares of Common Stock.(f)
    
    Includes 159,800 shares underlying options that are currently exercisable with respect to all
of the underlying shares.(g)
    
    Includes 20,000 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.(h)
    
    Includes 159,800 shares underlying options that are currently exercisable.(i)
    
    Includes 162,000 shares underlying options that are currently exercisable.(j)
    
    Includes 25,000 shares underlying options that are currently exercisable.(k)
    
    Represents shares underlying options that are currently exercisable.(l)
    
    Includes 153,480 shares underlying options that are currently exercisable.(m)
    
    Represents shares underlying options that are currently exercisable.(n)
    
    Includes 15,000 shares underlying options that are currently exercisable.(o)
    
    Represents shares underlying options that are currently exercisable.(p)
    
    The amount and nature of beneficial ownership of these shares by Neon Liberty Capital
Management LLC is based solely on a Schedule 13G filed by it with the Commission. The
Schedule 13G indicates that the following natural persons share investment decisions over our
shares owned by Neon Liberty Capital Management LLC: Satyen Mehta, Alejandro Baez-Sacasa and
Fang Zheng. We have no independent knowledge of the accuracy or completeness of the
information set forth in the Schedule 13G, but have no reason to believe that such information
is not complete or accurate.(q)
    
    The amount and natures of beneficial ownership of these shares by Federated Investors, Inc.
is based solely on a Schedule 13G/A filed by it with the Commission. The Schedule 13G/A
indicates that Federated Investors, Inc. is the parent holding company of Federated Equity
Management Company of
Pennsylvania and Federated Global Investment Management Corp., which act as investment
advisers to registered investment companies and separate accounts that own shares of our
common stock. The Investment Advisers are wholly owned subsidiaries of FII Holdings, Inc.,
which is wholly owned subsidiary of Federated Investors, Inc., the Parent. All of the
Parents outstanding voting
stock is held in the Voting Shares Irrevocable Trust for which John F. Donahue, Rhodora J.
Donahue and J. Christopher Donahue act as trustees. We have no independent knowledge of the
accuracy or completeness of the information set forth in the Schedule 13G, but have no
reason to believe that such information is not complete or accurate.(r)
    
    The amount and nature of beneficial ownership of these shares by Gotham Holdings, L.P. is
based solely on a Schedule 13G filed by it with the Commission. The Schedule 13G indicates
that Russell Anmuth has investment decision over our shares. We have no independent knowledge
of the accuracy or completeness of the information set forth in the Schedule 13G, but have no
reason to believe that such information is not complete or accurate.(s)
    
    The amount and nature of beneficial ownership of these shares by Andrew Edward Gold and Ronit
Martine Gold is based solely on a Schedule 13G filed by them with the Commission. We have no
independent knowledge of the accuracy or completeness of the information set forth in the
Schedule 13G, but have no reason to believe that such information is not complete or accurate.(t)
    
    Includes 915,920 underlying options that are currently exercisable with respect to all of the
underlying shares.




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10 Equity Compensation Plan Information
 (a)
    
    (b)
    
    (c)Number of securities remainingNumber of securities to
    
    Weighted-average
    
    available for the future issuancebe issued upon exercise
    
    exercise price of
    
    under equity compensationof outstanding options,
    
    outstanding options,
    
    plans (excluding securitiesPlan Category
    
    warrants and rights
    
    warrants and rights
    

reflected in column (a))Equity compensation
plans approved by
security holders
    
    
    1,315,742
    
    
    $
    5.53
    
    
    
    72,282Equity compensation
plans not approved
by security holders
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A




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11 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
  ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Fiscal Year
    
    
    Fiscal YearEnded March 31,
    
    
    Ended March 31,2006
    
    
    2005Audit Fees: (a)
    
    $
    379,400
    
    
    $
    305,100Audit-Related Fees: (b)
    
    
    27,300
    
    
    
    39,700Tax Fees: (c)
    
    
    24,700
    
    
    
    20,100Total
    
    $
    431,400
    
    
    $
    364,900
 
 (a)
    
    Represents fees for professional services provided in connection with the audit of our annual
financial statements and review of our quarterly financial statements, advice on accounting
matters that arose during the audit and audit services provided in connection with other
statutory or regulatory filings.(b)
    
    Represents fees in each year for services provided in connection with Company filings with
the SEC including a Company registration statement declared effective by the SEC in such year
and other miscellaneous items not otherwise included in the categories above.(c)
    
    Represents fees for international and U.S. tax planning and compliance services as well as
consultations and assistance surrounding matters with various income and sales tax
authorities.  PART IV
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
   31.4
    
    Certification of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.5
    
    Certification of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.6
    
    Certification of Principal Accounting Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.




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12 
 SIGNATURES
  CHINDEX INTERNATIONAL, INC.July 21 , 2006
    By:
    /s/  Lawrence PembleExecutive Vice President andChief Financial Officer