UNITED STATES SECURITIES AND EXCHANGE
COMMISSION


Washington, D.C.
20549




FORM
10-K/A


Amendment
No. 2




ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the Fiscal Year Ended
March 31, 2008




Commission File
No. 0-24624




CHINDEX INTERNATIONAL,
INC.


(Exact
name of registrant as specified in its charter)









DELAWARE
            
            13-3097642(State
      or other jurisdiction of
            
            (I.R.S.
      Employer Identification No.)incorporation
      or organization)




4340 East
West Highway, Suite 1100


Bethesda,
Maryland 20814


(301) 215-7777




Securities
registered pursuant to Section 12(b) of the Act: NONE




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




Common Stock, $.01 par value and
associated Preferred Stock Purchase Rights




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




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




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




Large
accelerated filer [   ]   Accelerated filer [ x
]   Non-accelerated filer [   ]   Smaller
reporting Company [   ]













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




The
aggregate market value of the voting stock held by non-affiliates computed by
reference to the price at which the stock was sold, or the average bid and asked
prices of such stock, as of September 30, 2007 (the last business day of the
registrant’s most recently completed second fiscal quarter) was approximately
$160,486,048.




The
number of shares outstanding of each of the registrant’s class of common equity,
as of May 21, 2008, was 13,197,203, shares of Common Stock and 1,162,500 shares
of Class B Common Stock.




















INTRODUCTORY
NOTE




Chindex
International, Inc. (the “Company,” “Chindex,” “we,” “us” or “our”) is filing
this Amendment No. 2 on Form 10-K/A to our Annual Report on
Form 10-K for the fiscal year ended March 31, 2008 (the “Report”) for the
purpose of including information that was to be incorporated by reference from
our definitive proxy statement pursuant to Regulation 14A of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). We will not file our
proxy statement within 120 days of our fiscal year ended March 31,
2008, and are, therefore, setting forth Items 10, 11, 12, 13 and 14 of Part III
of the Report. We anticipate filing our definitive proxy statement in
August 2008 for our 2008 Annual Stockholder Meeting, which is currently
scheduled to be held on September 16, 2008.  In addition, in
connection with the filing of this Amendment and pursuant to Rules 12b-15
and 13a-14 under the Exchange Act, we are including with this Amendment
currently dated certifications. Except as described above, no other amendments
are being made to the Report. This Form 10-K/A does not reflect events
occurring after the June 16, 2008 filing of the Report, as amended by our
June 23, 2008 amendment number one to such Report, or modify or update the
disclosure contained in the Report as amended in any way other than as required
to reflect the amendments discussed above and reflected below.








3








PART
III




ITEM
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE




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





Name
            Positions
      with the CompanyA.
      Kenneth Nilsson (1)(2)(3)
            Chairman
      of the Board of DirectorsRoberta
      Lipson
            President,
      Chief Executive Officer and DirectorElyse
      Beth Silverberg
            Executive
      Vice President, Secretary and DirectorLawrence
      Pemble
            Executive
      Vice President, Chief Financial Officer, Treasurer and
      DirectorAnne
      Marie Moncure
            President
      of United Family Hospitals and ClinicsHolli
      Harris (1)
            DirectorCarol
      R. Kaufman (1)(2)
            DirectorJulius
      Y. Oestreicher (1)(2)(3)
            Director


_________________




(1)
            Member
      of Audit Committee.




(2)
            Member
      of the Compensation Committee.




(3)
            Member
      of the Governance and Nominating
Committee.




All
directors of the Company hold office until the next annual meeting of the
stockholders and until their successors have been 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 death, until they resign or until they
have been removed from office.




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




ROBERTA LIPSON, 53, co-founded
the Company in 1981.  Ms. Lipson served as the Chairman of the Board
of Directors from 1981 until 2004 and has served as the Chief Executive Officer
since 1981.  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, 51,
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, Ms. Silverberg worked with Ms.
Lipson at Sobin Chemical, Inc. from 1980 to 1981 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, 51, joined
the Company in 1984 and has served as Executive Vice President, Treasurer and
Chief Financial Officer 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





4







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.




A. KENNETH NILSSON, 75, has
served as a Director of the Company since January 1996 and the Chairman of the
Board of the Company since October 2004.  Mr. Nilsson formerly served
as President of Cooper Laboratories, Inc.; President of Cooper Lasersonics,
Inc.; Managing Director of Pfizer Taito Ltd.; President of Max Factor, Japan;
and Chairman of the Monterey Institute of International Studies.  Mr.
Nilsson received a B.A. degree from the University of Southern California and an
M.A. degree from the University of California.




HOLLI
HARRIS, 41, has served as a Director of the Company since August
2004.  Ms. Harris worked for the U.S. State Department at the U.S.
Embassy in Moscow, and has since served in financial and strategic management
positions in the energy, banking, biotech and automotive
industries.  In 2003, Ms. Harris was a Financial Analyst with Amgen
Inc., an international biotechnology and pharmaceutical firm.  From
2004 to 2008, Ms. Harris was a Financial Manager at Corbis Corporation, an
international visual and image solutions provider.  Ms. Harris
currently is an independent business strategy and process
consultant.  Ms. Harris has a dual degree in Russian Language and
International Relations from the University of California - Davis and an MBA in
Finance from the University of Michigan.




CAROL R. KAUFMAN, 59, has
served as a Director of the Company since November 2000.  Ms. Kaufman
has been Vice President and Chief Administrative Officer of The Cooper
Companies, Inc., a medical device company, since October 1995 and was elected
Vice President of Legal Affairs in March 1996 and was elected Senior Vice
President in October 2004.  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, Inc.  Ms. Kaufman received
her undergraduate degree from Boston University.




JULIUS Y. OESTREICHER, 78, 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 more than thirty years, engaging 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.




ANNE MARIE MONCURE, 52, has
served as President of United Family Hospitals and Clinics since May
2006.  From August 2004 to April 2006, she served as Managing Director
of Indraprastha Medical Corporation Ltd. in New Delhi, India.  From
1998 to 2004, she served as Vice President and Executive Director of Providence
Hospital Northeast for Sisters of Charity Providence Hospitals in Columbia,
South Carolina.




Corporate
Governance




The
system of governance practices followed by the Company is memorialized in the
Company’s Governance Guidelines and the charters of the three committees of the
Board of Directors.  The Governance Guidelines and charters are
intended to ensure that the Board will have the necessary authority and
practices in place to review and evaluate the Company’s business operations and
to make decisions that are independent of the Company’s
management.  The Governance Guidelines also are intended to align the
interests of directors and management with those of the Company’s stockholders.
The Governance Guidelines establish the practices the Board will follow with
respect to board composition and selection, board meetings and involvement of
senior management, chief executive officer performance evaluation, succession
planning, board committees and director compensation.  The Board
annually conducts a self-evaluation to assess compliance with the Governance
Guidelines and identify opportunities to improve Board performance.




The Governance Guidelines and committee charters are
reviewed periodically and updated as necessary to reflect changes in regulatory
requirements and evolving oversight practices.  The Board has three
committees: an Audit Committee, a Compensation Committee and a Governance and
Nominating Committee.  The Governance Guidelines, as well as the
charter for each committee of the Board, may be viewed at www.chindex.com.





5





Director
Independence




We
believe that independent directors play a critical role in governing the
Company, and we are committed to ensuring that a majority of our directors are
independent. Currently four of our seven directors satisfy the independence
requirements of the Nasdaq Stock Market’s listing standards.  Under
these standards, a director is not independent if he or she has certain
specified relationships with the Company or any other relationship that in the
opinion of the Board of Directors would interfere with his or her exercise of
independent judgment as a director or that are enumerated under such
standards.  The independent directors are: Ms. Harris, Ms. Kaufman,
Mr. Nilsson and Mr. Oestreicher.




The Board
has determined that each member of our Audit Committee, our Governance and
Nominating Committee and our Compensation Committee is independent under these
standards.  These determinations were made after reviewing all
relevant transactions and relationships between each director and any of his or
her family members, on one hand, and the Company, our senior management and our
independent auditor, on the other hand.




Board
Committees and Procedures




Our full
Board of Directors considers all major decisions. However, we have established a
Governance and Nominating Committee, an Audit Committee and a Compensation
Committee so that some matters can be addressed in more depth than may be
possible in a full board meeting.




Governance
and Nominating Committee. The current members of the
Governance and Nominating Committee are Mr. Nilsson (Chair) and Mr.
Oestreicher.  The Governance and Nominating Committee considers
candidates for Board membership suggested by its members and other Board members
and management.  This Committee will consider Director candidates from
stockholders for election at the Annual Meeting if such nominees are submitted
in accordance with the procedures set forth in the Company’s
bylaws.  During fiscal 2008, the Governance and Nominating Committee
held two meetings.




The
principal responsibilities of the Governance and Nominating Committee include:
(a) determining the slate of director nominees for election to the Company’s
Board of Directors; (b) identifying and recommending candidates to fill
vacancies occurring between annual shareholder meetings; (c) reviewing the
composition of Board committees; (d) monitoring compliance with, reviewing, and
recommending changes to the Company’s Governance Guidelines; and (e) reviewing
the Company’s policies and programs that relate to matters of corporate
responsibility, including public issues of significance to the Company and its
stakeholders.  The Governance and Nominating Committee’s role includes
periodically reviewing the compensation paid to non-employee directors, and
making recommendations to the Board for any adjustments. The Governance and
Nominating Committee regularly reviews the charters of Board committees and,
after consultation with the respective committee chairs, makes recommendations,
if necessary, about changes to the charters.  The specific
responsibilities and functions of the Governance and Nominating Committee are
delineated in the Governance and Nominating Committee Charter.




The
Governance and Nominating Committee annually reviews with the Board the
applicable skills and characteristics required of Board nominees in the context
of current Board composition and Company circumstances. In making its
recommendations to the Board, the Governance and Nominating Committee considers,
among other things, the qualifications of individual director
candidates.  The Governance and Nominating Committee works with the
Board to determine the appropriate characteristics, skills, and experiences for
the Board as a whole and its individual members with the objective of having a
Board with diverse backgrounds and experience in business, government,
education, and public service.  In evaluating the suitability of
individual Board members, the Board takes into account many factors, including
general understanding of marketing, finance, and other disciplines relevant to
the success of a large publicly traded company in today’s business environment;
understanding of the Company’s business and technology; educational and
professional background; and personal accomplishment.  The Board
evaluates each individual in the context of the Board as a whole, with the
objective of recommending a group that can best perpetuate the success of the
Company’s business and represent shareholder interests through the exercise of
sound judgment, using its diversity of experience.  In determining
whether to recommend a director for re-election, the Governance and Nominating
Committee also considers the director’s past attendance at meetings and
participation in and contributions to the activities of the Board.





6







The
Committee will consider stockholder recommendations for candidates for the
Board.  The name of any recommended candidate for director, together
with a brief biographical sketch, a document indicating the candidate’s
willingness to serve, if elected, and evidence of the nominating stockholder’s
ownership of Company stock should be sent to the attention of the Secretary of
the Company.




Audit
Committee. The
current members of our Audit Committee are Ms. Harris (Chair), Ms. Kaufman, Mr.
Oestreicher and Mr. Nilsson, each of whom meets the independence requirements
for audit committee members under Section 10A(m)(3) of the Securities Exchange
Act of 1934 and the listing standards of The Nasdaq Stock
Market.  Additionally, the Board has determined that each of Ms.
Harris, Ms. Kaufman and Mr. Nilsson is an audit committee financial expert as
defined by the Securities Exchange Commission rules.  The Audit
Committee meets at least annually to review the results of the annual audit and
discuss the financial statements.  The Audit Committee also meets with
the Company’s independent registered public accounting firm quarterly to discuss
the results of the their quarterly reviews as well as quarterly results and
quarterly earnings releases.  The Audit Committee assists the Board of
Directors in fulfilling its responsibility for oversight of the quality and
integrity of the accounting, auditing and reporting practices of the Company and
such other duties as directed by the Board.  The Audit Committee’s
purpose is to oversee the accounting and financial reporting processes of the
Company and the audits of the Company’s financial statements.  The
Committee’s role includes a particular focus on the qualitative aspects of
financial reporting to stockholders, and on the Company’s processes to manage
business and financial risk, and for compliance with significant applicable
legal, ethical, and regulatory requirements.  The Committee is
directly responsible for the appointment, compensation, and oversight of the
independent registered public accounting firm engaged to prepare or issue an
audit report on the financial statements of the Company.  The Audit
Committee reviews and reassesses its charter annually and recommends any changes
to the Board of Directors for approval.  The specific responsibilities
in carrying out the Audit Committee’s oversight role are set forth in the Audit
Committee’s Charter.  During fiscal 2008, the Audit Committee held
five meetings.




Compensation
Committee. The
current members of our Compensation Committee are Mr. Oestreicher (Chair), Ms.
Kaufman and Mr. Nilsson, each of whom meets the independence requirements of The
Nasdaq Stock Market.  The functions of the Compensation Committee
include reviewing the competitiveness of the Company’s executive compensation
programs, reviewing the performance of the CEO and the executive management
team, reviewing and approving CEO goals and objectives and setting CEO
compensation levels, approving salaries, bonus and other compensation for all
corporate officers at the level of executive vice president and above, reviewing
and approving awards made under any executive officer bonus plan, reviewing and
making recommendations concerning long-term incentive compensation plans,
including the use of stock options and other equity-based awards, administering
the Company’s equity compensation plans, producing an annual Report of the
Compensation Committee on Executive Compensation for the Company’s annual proxy
statement in compliance with applicable Commission rules and regulations, and
attending to such other matters relating to compensation as may be prescribed by
the Board of Directors.  The Committee’s charter grants the Committee
the authority, without consulting or obtaining the approval of any officer in
advance, to retain and terminate any consultant that it uses to assist in the
Committee’s evaluation of director or executive officer compensation, and the
Committee may elect to obtain such an engagement in the future.  The
Compensation Committee reviews and reassesses its charter annually and
recommends any changes to the Board of Directors for approval.  The
specific responsibilities in carrying out the Compensation Committee’s role are
set forth in the Compensation Committee’s Charter.  A report of the
Compensation Committee appears at “Executive Compensation – Compensation
Committee Report” below.  During fiscal 2008, the Compensation
Committee held five meetings.




Board
Meetings and Attendance




The full
Board of Directors met nine times during fiscal 2008.  Each incumbent
director attended each of our board meetings and the meetings of the board
committees on which he or she served.




Code
of Business Conduct




The
Company has adopted a Code of Business Conduct, which is applicable to all of
its directors, officers and employees, including the principal executive
officer, the principal financial officer and the principal accounting
officer.  Certain sections of the Code are also applicable to the
Board of Directors.  The Code is available on the Company’s website at
www.chindex.com.  The
Company intends to post amendments to or waivers from the Code to the extent
applicable to its chief executive officer, principal financial officer or
principal accounting officer.





7








Stockholder
Communications with the Board of Directors




The Board
of Directors has adopted the following policy concerning stockholder
communications: Any stockholder wishing to contact the Board of Directors, any
committee of the Board, or any individual director regarding bona fide issues or
questions about the Company may do so by sending a written communication to the
Board of Directors or the appropriate committee or director c/o the Secretary at
the following address: Chindex International, Inc., 4340 East West Highway,
Suite 1100, Bethesda, MD 20814.




The
Secretary will review all such correspondence and forward it (or a summary) to
the appropriate parties.  Where the Secretary deems it appropriate,
such forwarding will take place on an expedited basis.  Communications
raising concerns relating to the Company’s accounting, internal controls, or
audit matters will immediately be brought to the attention of the chairman of
the Audit Committee and will be handled in accordance with the procedures
established by the Audit Committee for such matters.




The
Company believes that it is important for directors to directly hear concerns
expressed by stockholders.  Accordingly, Board members are encouraged
to attend the Annual Meeting of Stockholders.  All of the members of
the Board of Directors at the time of the annual meeting of stockholders in 2007
attended such meeting.




Compensation
Committee Interlocks and Insider Participation




The
members of the Company’s Compensation Committee are Mr. Oestreicher (Chair), Ms.
Kaufman and Mr. Nilsson.  No member of the Compensation Committee has
a relationship that would constitute an interlocking relationship with executive
officers or directors of another entity.




Board
Compensation




Directors
who are also employees of the Company are not separately compensated for their
services as directors.




Cash
Compensation to Board Members.Effective
October 1, 2006, 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 $10,000 per
annum and an additional $2,500 for each meeting of the Company’s stockholders
attended, $1,000 for each meeting of the Board of Directors attended and $750
for each meeting of a committee of the Board of Directors attended.




Equity
Compensation to Board Members.  The Company has granted
restricted stock to its outside directors on an annual basis.  During
fiscal 2008, each outside director was granted 6,000 shares of restricted stock
for service on the Board of Directors and an additional 2,000 shares of
restricted stock for service as chair of the Board of Directors or of a
committee thereof.  These shares vest ratably on the date of grant and
the six month anniversary of the date of grant.




Other.  Board
members are reimbursed for reasonable expenses in attending meetings of the
Board of Directors and for expenses incurred in connection with their complying
with our corporate governance policies.  The Company also provides
directors’ and officers’ liability insurance for our directors and has entered
into indemnity agreements with them.





8








Non-management
Directors’ Compensation for Fiscal 2008




The
following table shows the compensation received by each of our non-employee
directors for the fiscal year ended March 31, 2008.





Name
            Fees
      Earned or
              Paid
      in Cash
              ($)
            Stock
              Awards
              ($)(1)(2)
            Option
              Awards
              ($)
            All
      Other Compensation
              ($)
            Total
              ($)Holli
      Harris
            22,750
            110,110
            -
            -
            132,860Carol
      R. Kaufman
            25,750
            82,583
            -
            -
            108,333A.
      Kenneth Nilsson
            26,500
            137,638
            -
            -
            164,138Julius
      Y. Oestreicher
            26,500
            110,110
            -
            -
            136,610




(1)
              Represents
      the dollar amount recognized as expense for financial statement reporting
      purposes for the fiscal year ended March 31, 2008 in accordance with SFAS
      123R with respect to restricted stock awards.  Fair market value
      of restricted stock grants is determined based on the market value of the
      common stock on the date of grant.  The amount in the table
      reflects grants made on two separate dates at which fair market value of
      the stock was $7.33 and $13.63 per share, respectively.  The
      grant date fair value under FAS 123R of the restricted stock granted to
      the non-employee directors during fiscal 2008 was as
      follows:  Ms. Harris, $163,600; Ms. Kaufman, $122,700; Mr.
      Nilsson, $204,500; and Mr. Oestreicher,
  $163,600.
  (2)
              At
      March 31, 2008, the number of unvested shares of restricted stock held by
      the non-employee directors was as follows:  Ms. Harris, 10,000;
      Ms. Kaufman, 7,500; Mr. Nilsson, 12,500; and Mr. Oestreicher,
      10,000.  At March 31, 2008, the number of vested stock options
      held by the non-employee directors was as follows:  Ms. Harris,
      22,500; Ms. Kaufman, 126,540; Mr. Nilsson, none; and Mr. Oestreicher,
      129,720.  At March 31, 2008, there were no unvested stock
      options held by the non-employee
directors.


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 Common Stock, to file with the Commission 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 Commission regulations to furnish the Company with copies of all
Section 16(a) reports they file.  To the Company’s knowledge, based
solely on review of the copies of such reports furnished to the Company during
fiscal 2008, all Section 16(a) filing requirements applicable to its officers,
directors and greater than 10% stockholders were complied with,
except:  three filings by Ms. Moncure reflecting four transactions;
two filings by Ms. Chartier reflecting two transactions; two filings by Ms.
Silverberg reflecting three transactions; one filing by Mr. Oestreicher
reflecting one transaction; three filings by Mr. Pemble reflecting fifteen
transactions; and two filings by Ms. Lipson reflecting three
transactions.


9







ITEM
      11.
              EXECUTIVE
      COMPENSATION


Compensation
Discussion and Analysis




Overview
of Compensation Program and Philosophy




Our
compensation program is intended to:




·
            attract, motivate, retain and
      reward employees of outstanding
ability;


·
            link changes in employee
      compensation to individual and corporate
    performance;


·
            facilitate the development of a
      progressive, results-oriented high performance
    culture;


·
            provide opportunities for employee
      involvement, development and meaningful
    contribution;


·
            support the achievement of annual
      and long-term financial and strategic goals by rewarding employees for
      superior results; and


·
            align employees’ interests with
      those of the stockholders.




The
ultimate objective of our compensation program is to improve shareholder
value.  In furtherance of that objective, we evaluate both performance
and compensation of employees to ensure that we maintain our ability to attract
and retain employees and that compensation provided to employees remains
competitive relative to the compensation paid to similarly situated employees of
perceived comparable companies in the marketplace.  The Company
historically has not believed that it can reasonably identify peer issuers on an
industry or line-of-business basis principally due to the Company’s size and
unique combination of two business segments: the operation of Western medicine
healthcare facilities in China and the marketing, distribution and sales of
medical equipment in China on behalf of manufacturers.  As such, we do
not believe that we have such a peer group against which to compare and from
which to directly and empirically derive a basis for our compensation
program.  We do, however, generally consider entities with similar
equity market capitalizations in making compensation decisions.




The above
policies guide the Compensation Committee of our Board of Directors (the “Committee”) in
assessing the compensation to be paid to our executive officers.  The
Committee endeavors to ensure that the total compensation paid to executive
officers is fair, reasonable and competitive, consistent with our compensation
policies.  The above policies also guide the Committee as to the
proper allocation between long-term compensation, current cash compensation, and
short-term bonus compensation.




In
determining the particular elements of compensation that will be used to
implement our overall compensation policies, the Committee also takes into
consideration a number of factors related to our performance, such as earnings
per share, profitability and revenue growth, with particular focus on operating
income.




Role
of Executive Officers in Compensation Decisions




The
Committee reviews and approves the compensation paid to our President and Chief
Executive Officer.  With regard to the compensation paid to each
executive officer other than the President and Chief Executive Officer, the
President and Chief Executive Officer reviews, on an annual basis, the
compensation paid to each such executive officer during the past year and
submits to the Committee her recommendations regarding the compensation to be
paid to such persons during the next year.  Following a review of such
recommendations, the Committee approves compensation for such officers in an
amount the Committee deems reasonable and appropriate.




Management
plays a significant role in the compensation-setting process for executive
officers, other than the President and Chief Executive Officer, by:




·
            evaluating executive performance,
      including an annual
self-evaluation;


·
            recommending business performance
      targets and establishing objectives;
and


·
            recommending salary levels,
      bonuses and equity-based
awards.








10







Management
also prepares meeting information for most Committee meetings, and the President
and Chief Executive Officer participates in Committee meetings at the
Committee’s request to provide:




·
            background information regarding
      our strategic objectives;


·
            evaluation of the performance of
      the executive officers; and


·
            compensation recommendations as to
      executive officers (other than the Chief Executive
      Officer).




Setting
Executive Compensation




Based on
the foregoing objectives, the Committee has structured our annual and long-term
incentive-based cash and non-cash executive compensation to motivate executive
officers to achieve our business goals and reward executive officers for
achieving such goals.




In making
compensation decisions, the Committee believes that information regarding pay
practices at other companies is useful, but not determinative, because the
Committee recognizes that our compensation practices must be competitive in the
marketplace in general.




In fiscal
2008, the Committee did not engage a consultant to provide advice regarding
compensation matters.  However, the Company subscribes to an
internet-based service that provides cost-of-living differentials around the
world and comparable position compensation in a variety of industries, which
service was used by the Compensation Committee in its decision-making during
fiscal 2008.  The information provided by this service allowed for a
comparison of the compensation generally paid to similarly situated executive
officers at similar size companies.




The
Committee relies upon its judgment and, when appropriate, management’s judgment,
of each individual executive officer in determining the amount and mix of
compensation elements and whether each particular payment or award provides an
appropriate incentive and reward for performance that sustains and enhances
stockholder value.  Key factors affecting this judgment
include:




·
            performance compared to the
      financial, operational and strategic goals established for the executive,
      the Company or an applicable operating segment at the beginning of the
      year;


·
            nature, scope and level of
      responsibilities of the particular
  executive;


·
            contribution to our financial
      results, particularly with respect to key metrics such as operating
      income; and


·
            effectiveness in leading our
      initiatives.




In
addition, in fiscal 2008 the Committee considered each executive officer’s
current salary and prior-year bonus, the appropriate balance between incentives
for long-term and short-term performance, the compensation paid to the executive
officer’s peers, if any, within the Company, the self evaluations of each of the
executive officers and the recommendations by the CEO as to each other executive
officer.




2008
Executive Compensation Components




For the
fiscal year ended March 31, 2008, the principal components of compensation
for the executive officers were:




·
            base
  salary;


·
            performance-based annual incentive
      bonus;


·
            long-term equity incentive
      compensation; and


·
            perquisites and other personal
      benefits.




Base
Salary




We
provide executive officers and other employees with base salary to compensate
them for services rendered during the fiscal year.  In setting base
salaries, the Committee periodically reviews published compensation survey data
for similar size companies.  The base salary for each of the executive
officers is guided by the salary levels for perceived comparable positions in
the marketplace, as well as the individual’s personal performance
and





11







internal
alignment considerations.  The relative weight given to each factor
varies with each individual at the Committee’s discretion.




Each
executive officer’s base salary is typically reviewed every year and is adjusted
from time to time on the basis of:




·
            the Committee’s evaluation of the
      executive officer’s personal performance for the year;
      and


·
            the competitive marketplace for
      persons in comparable
positions.




Our
overall anticipated and actual performance and profitability also have been
factors in determining the base salaries for the executive
officers.




On
December 17, 2007, based on consideration of the foregoing matters, the
Committee increased, effective January 1, 2008, the base salaries of Ms. Lipson,
Ms. Silverberg, Mr. Pemble and Ms. Moncure by $50,000, $45,000, $45,000 and
$85,000, respectively, to $300,000, $270,000, $270,000 and $240,000,
respectively.




Performance-Based
Annual Incentive Bonus




The
Committee considers each year whether a performance-based annual incentive bonus
plan should be established for the year and, if so, approves the group of
executives eligible to participate in such plan for that year.  For
fiscal 2008, the Committee determined that annual incentive compensation would
be paid partly in cash and partly in stock options, in each case with the
amounts contingent on meeting performance goals set by the
Committee.  As such, the Committee adopted a performance-based annual
Executive Management Incentive Program (the “EMI Program”),
designed to motivate and reward performance for the year for eligible executive
officers.  The EMI Program for fiscal 2008 was modeled on the program
from 2007, with certain adjustments.  The EMI Program for fiscal 2008
was applied to each of the Company’s four executive officers.




Cash Bonus.  For
fiscal 2008, the cash bonus portion of the EMI Program included various
financial performance targets (described below) based on the participant’s
position, with the payout targets for executives ranging from 10% to 35% of base
salary based on achievement of those targets.  The Committee has
discretion to award an additional bonus of 20% of base salary for achievement of
various non-financial objectives, such as developmental and transformational
projects, human resources and successor development and other objectives
developed by the Committee at the beginning of or during the applicable fiscal
year, or if the Committee determines that payment of a bonus is otherwise
appropriate, such as for example if events beyond the control of the executives
prevent complete achievement of quantified goals.  The cash bonuses
under the EMI Program are designed to link a significant portion of the
executive officer’s total cash compensation to overall Company and/or business
segment performance and to position the executive’s cash compensation generally
within a perceived range for comparable positions at similar size companies when
superior performance is achieved, without empirical reference to any specific
peer group.




The
Committee sets minimum, target and maximum levels for our financial objectives
each year and the payment and amount of any bonus is generally dependent upon
whether we achieve those performance goals.  For 2008, the objectives
were based primarily upon our achievement of specified results with respect to
corporate operating income (COI).  In making the determination of
minimum, target and maximum levels, the Committee considered the specific
circumstances facing us during the year and our strategic plan for the
year.  These levels were based on our confidential internal
performance goals and not on any published or analyst estimates.  The
Committee generally establishes financial objectives that it believes can be
reasonably achieved with strong individual performance over the fiscal
year.




If the
minimum, target or maximum performance objectives are met, participants are
eligible to receive a bonus payment under the EMI Program based on attainment of
that performance level, but adjusted to reflect his or her individual
performance.  Individual performance is based upon the Committee’s
evaluation of the individual employee’s performance and contribution for the
fiscal year.  For example, if an executive officer has a target bonus
amount of 25% of his or her base salary and we meet the target financial
objectives for the fiscal year, the executive officer will receive a cash
incentive bonus payment under the plan equal to 25% of his or her current annual
base salary if the executive officer has also met his or her individual target
goals for the fiscal year.  If we meet the target financial objectives
for the year and the executive officer’s performance exceeds his or her
individual target goals for the fiscal year, his or her bonus payment for the
year may be increased by up to 20% of annual base
salary.  If,


12




on the
other hand, we meet the target financial objectives for the year but the
executive officer’s individual performance is below his or her individual goals
for the fiscal year, his or her bonus payment for the year will be less than 25%
of his or her annual base salary.  If we do not meet the minimum
financial objectives for the fiscal year, generally no bonus payments will be
made under the EMI Program, although it is possible that the Committee may in
its discretion award a bonus of up to 20% of annual base salary under the
additional bonus provision of the EMI Program, based on the achievement of
non-financial objectives.


For
fiscal year 2008, the cash amount that could have been received by each of the
four executive officers covered by the EMI Program ranged from 0% (assuming the
minimum objectives were not met) of annual base salary to up to 55% of annual
base salary, with a targeted bonus amount of 25% of base salary at attainment of
target level performance. For the President and Chief Executive Officer and the
Chief Financial Officer, the target bonus was based solely on attainment of
targeted COI.  For the Executive Vice President and Secretary, the
target bonus was based 40% on the attainment of targeted COI, 40% on attainment
of targeted operating income of the Company’s Medical Products division, and 20%
on non-financial performance criteria.  For the President of United
Family Hospitals and Clinics, the target bonus was based solely on attainment of
targeted operating income of the Company’s Healthcare Services
division.  The table entitled “Grants of Plan-Based Awards in Fiscal
2008” in this report sets forth the estimated range of cash payouts to executive
officers under the EMI Program assuming minimum, target or maximum performance
objectives were met for fiscal year 2008.




Potential Cash Bonus Under EMI
Program.  The following table provides the potential cash bonus
payable under the EMI Program for fiscal 2008:





Objective
      Performance
              Achieved
      as a % of Target
            Cash
      Bonus as a % of Base
              Salary
            Maximum
              Discretionary
      Cash
              Bonus
      as a % of Base
              Salary90%
      or less
            0
            20%91
      to 99%
            10%
            20%100
      to 110%
            25%
            20%111%
      and above
            35%
            20%




In
determining whether and the extent to which applicable target amounts had been
achieved, the Committee met promptly following the availability of the audited
financial statements of the Company for fiscal 2008 to consider those financial
statements.  In addition, the Committee instructed management to
provide calculations demonstrating such achievement.  Following the
review of those financial statements and calculations, the Committee concluded
that each of Roberta Lipson, Lawrence Pemble and Anne Marie Moncure had earned
the maximum objective awards of 35% of their respective base salaries and that
Elyse Beth Silverberg had earned the maximum objective award of 35% on that 40%
portion of her incentive compensation that was pegged to consolidated Company
performance.  Further, the Committee determined that significant
adverse circumstances over which Ms. Silverberg had no control, including in
particular significant delays in governmental approvals of product
registrations, had prevented achievement by the Medical Products division of the
target amounts to which another 40% of Ms. Silverberg’s incentive compensation
was pegged.  Acknowledging the effort and results of Ms. Silverberg’s
performance in light of such circumstances, the Committee awarded to Ms.
Silverberg one-half of the non-financial discretionary bonus provided for in the
EMI Program with respect to divisional performance.  The Committee
also considered the non-financial discretionary awards authorized by the EMI
Program for up to 20% of base salary and, after consideration of various
non-financial factors, awarded the full amount of such award to each executive
officer.  Consequently, the named executive officers received the
following payments in July 2008 under the EMI Program for fiscal year 2008
performance:





13








Name
            2008
      EMI Cash BonusRoberta
      Lipson, President and Chief Executive Officer
            $146,471Elyse
      Beth Silverberg, Executive Vice President and Secretary
            $105,459Lawrence
      Pemble, Executive Vice President, Chief Financial Officer and
      Treasurer
            $129,938Anne
      Marie Moncure, President of United Family Hospitals and
      Clinics
            $121,127




The
Committee retains wide discretion to interpret the terms of the EMI Program and
to interpret and determine whether our financial objectives or an individual’s
performance objectives have been met in any particular fiscal
year.  The Committee also retains the right to exclude extraordinary
charges or other special circumstances in determining whether our financial
objectives were met during any particular fiscal year.  Further, the
Committee may consult with the Board of Directors or seek ratification from the
Board of Directors with respect to interpretations of the terms of the EMI
Program.




Although
the Committee may approve cash bonuses outside of the EMI Program for all of our
executive officers to reward accomplishments or milestones not covered by the
EMI Program, other than as described above, no such bonuses were awarded for
fiscal 2008 to the executives that participated in that program.




Equity Awards.  In
addition to the cash bonuses payable under the EMI Program for fiscal 2008, the
EMI Program also provided for the grant of options to purchase shares of the
Company’s Common Stock in order to provide equity-based incentive compensation
to motivate and reward performance for the year for eligible executive
officers.  These options were granted under our 2007 Stock Incentive
Plan (the “2007
Plan”).




If the
target or maximum performance objectives were met, participants were eligible to
receive an award of stock options under the EMI Program and pursuant to the 2007
Plan, with the specific amount that such participant receives dependent on his
or her individual performance.  Achievement of only the minimum
performance level would not entitle the executives to a stock option
award.  As with the cash bonuses, an individual’s stock options award
under the EMI Program was based on achievement of performance objectives,
adjusted to reflect the evaluation of the individual employee’s performance and
contribution for the fiscal year.




For
fiscal year 2008, the stock options that could have been received by each of our
executive officers under the EMI Program was:  0 options (assuming the
target objectives were not met), 22,500 options (assuming only target objectives
were met), or 30,000 options (assuming maximum objectives were met), giving
effect to the Company’s three-for-two stock split having a record date of April
1, 2008 and assuming that individual performance targets were
satisfied.




Based on
the same financial information and calculations as used with respect to the cash
amounts, the Committee concluded that each of Ms. Lipson, Mr. Pemble and Ms.
Moncure had earned the maximum objective awards of stock options to purchase
30,000 shares of common stock and that Ms. Silverberg had earned 40% of such
maximum (amounting to options to purchase 12,000 shares of common
stock).  The following table shows the foregoing grants of stock
options, which have an exercise price per share of $19.81, a term of ten years,
and vest ratably (subject to acceleration) on the first three anniversaries of
June 17, 2008.





Name
            June
      2008 EMI
              Stock
      Option Awards
              For
      Fiscal 2008
              PerformanceRoberta
      Lipson, President and Chief Executive Officer
            30,000
      sharesElyse
      Beth Silverberg, Executive Vice President and Secretary
            12,000
      sharesLawrence
      Pemble, Executive Vice President, Chief Financial Officer and
      Treasurer
            30,000
      sharesAnne
      Marie Moncure, President of United Family Hospitals and
      Clinics
            30,000
      shares





Equity Awards for Fiscal Year
2007.  In June 2007, the Committee determined that each of Ms.
Lipson, Ms. Silverberg and Mr. Pemble had earned the right to a grant of 4,500
shares of restricted stock (as adjusted to reflect the stock split) under the
Company’s 2004 Stock Incentive Plan (the “2004 Plan”), under the Company’s EMI
Program for fiscal 2007.  The Committee granted such awards to Ms.
Silverberg and Mr. Pemble in June 2007.





14







However,
at that time, there were insufficient shares available under the Company’s 2004
Plan to grant Ms. Lipson her full award.  As a result, the Committee
granted Ms. Lipson 3,000 shares of restricted stock under the 2004 Plan in June
and made up the shortfall by a grant of an additional 1,500 shares under the
2007 Plan in September, after shareholders had approved the 2007
Plan.




Long-Term
Equity Incentive Compensation




The Board
has delegated to the Committee the authority to make grants of stock options,
shares of restricted stock, and restricted stock units (“RSUs”) to executive
officers and other employees under our 2007 Plan.  In fiscal year
2008, our equity compensation program consisted primarily of grants of shares of
restricted stock and stock options.  Grants of equity compensation
were designed to:




·
            attract superior managerial and
      professional talent;


·
            retain key managerial and
      professional talent to support our continued growth and success;
      and


·
            align management incentives with
      goals of the shareholders.




Stock
option, restricted stock and RSU grants are designed to align the interests of
the executive officers with those of our shareholders and provide each executive
officer with a significant incentive to manage the company from the perspective
of an owner with an equity stake in the business.




Each
stock option grant allows the executive officer to acquire shares of common
stock at an exercise price equal to the closing price of our common stock on the
grant date over a specified period of time not to exceed
10 years.  Generally, shares subject to the option grant become
exercisable in a series of installments over a four-year period, contingent upon
the executive officer’s continued employment.  Accordingly, the option
grant will provide a positive return to the executive officer only if he or she
continues to provide services to us during the vesting period, and then only if
the market price of the shares appreciates over the option term. Each grant of
shares of restricted stock vests in installments over a period specified at the
time of grant, thus incentivizing the executive officer to remain employed by us
during the vesting period.




The size
of the grants of stock options, shares of restricted stock, and RSUs to each
executive officer is or will be set by the Committee at a level that is intended
to create a meaningful opportunity for stock ownership and participation in the
increases in our equity value, based upon the individual’s current position, the
individual’s personal performance in recent periods and his or her potential for
future responsibility and promotion over the term of the particular
grants.  The size of the grants is also determined with reference to
equity-based awards made to executive officers by perceived comparable
companies, to the extent reasonably determinable.  The relevant weight
given to each of these factors can vary from individual to
individual.




As to its
annual grants for fiscal 2008, in September 2007 the Committee granted to each
executive officer both shares of restricted stock and stock
options.  See the table entitled “Grants of Plan-Based Awards in
Fiscal 2008” in this report for detailed information about the stock options and
restricted shares granted to the executive officers during fiscal year
2008.




Perquisites
and Other Personal Benefits




We
provide certain executive officers with perquisites and other personal benefits
that the Committee believes are reasonable and consistent with its overall
compensation program to better enable us to attract and retain superior
employees for key positions.  The Committee periodically reviews the
levels of perquisites and other personal benefits provided to executive
officers.




As
described below, certain of our executive officers have employment agreements
that expressly entitle them to perquisites and other personal
benefits.  In particular, each of Ms. Lipson and Mr. Pemble receives
an annual tuition allowance, each of Ms. Lipson and Ms. Silverberg receives a
monthly housing allowance in connection with their residence outside the United
States and Mr. Pemble receives a monthly allowance relating to remote office
expenses.  In addition, Ms. Moncure receives an annual housing
allowance in connection with her residence outside the United States and an
annual travel allowance.





15








Employment
Agreements




On
October 31, 2006, the Committee approved new employment agreements for each of
Ms. Lipson, Ms. Silverberg and Mr. Pemble, retroactive to March 1,
2006.  The agreements were intended to ensure that the Company would
be able to maintain a continuous, stable and competent team.  The
Committee believes that the future success of the Company will depend to a
significant degree on the skills and competence of the executive
officers.  Each employment agreement has an eight-year
term.  The employment agreements provide for annual base salaries,
which will be reviewed annually.  In December 2007, the Committee
reviewed the salaries and increased them, effective January 1, 2008, to
$300,000, $270,000 and $270,000 for Ms. Lipson, Ms. Silverberg and Mr. Pemble,
respectively, following due consideration of relevant factors.  Also,
effective January 1, 2008, Ms. Lipson’s and Ms. Silverberg’s salaries were
converted to be denominated in Chinese Renminbi (“RMB”) at the rate of 7.37 RMB
to $1.00.  The conversion was in response to the decline in the value
of the U.S. Dollar (“USD”) relative to Chinese RMB and in consideration of the
fact that because they are living in China, most of their expenses are in
Chinese currency.  The employment agreements provide for the payment
of annual bonus compensation to the executive officer based on the success of
business operations and the pre-tax profits of the Company as well as upon the
performance of the executive officer, which bonus has been implemented pursuant
to the EMI Program.  In addition, the employment agreements provide
that the Company may grant stock options and/or other long-term equity incentive
compensation to the executive officer, although such compensation is not
quantified in the employment agreements.  The employment agreements
further provide for the payment of annual allowances for the tuition for minor
children of Ms. Lipson and Mr. Pemble, for certain housing expenses of Ms.
Lipson and Ms. Silverberg and for certain remote office expenses of Mr. Pemble
in amounts approved from time to time by the Committee.  Currently,
such amounts as most recently approved by the Committee are reimbursement for
actual tuition expenses incurred up to $90,000 per year, $5,000 per month for
the housing expenses and $5,000 per month for the remote office
expenses.




For a
description of the provisions of the employment agreements relating to
termination of employment, see the section titled “Potential Payments Upon
Termination or Change of Control.”




Anne
Marie Moncure has a three-year employment agreement with Beijing Chindex
Hospital Management Consulting Co., Ltd., a subsidiary of the Company, pursuant
to which she serves as President of United Family Hospitals and General Manager
of the Beijing United Family Hospitals & Clinics.  The employment
agreement provides for an annual base salary of $155,000 and the payment of
annual bonus compensation of up to $35,000, based upon mutually determined
performance criteria.  In December 2007, the Committee reviewed Ms.
Moncure’s salary and increased it, effective January 1, 2008, to $240,000
(converted to be denominated as 1,935,636 RMB) following due consideration of
relevant factors.  In addition, the employment agreement provides an
annual housing expense of up to $30,000, an annual travel allowance of $10,000
for spouse/family travel and home leave (both also converted to be denominated
in RMB) and an annual allowance for professional membership and
conferences.  The employment agreement provides for termination of Ms.
Moncure’s employment with or without “cause” at any time, and in the event that
the employment agreement is terminated prior to expiration without renewal or
extension, Ms. Moncure is entitled to severance payments equal to one month
salary for every year worked.  For purposes of Ms. Moncure’s
employment agreement, “cause” means continuation for a period of four months of
mental or physical disability which prevents Ms. Moncure from satisfactorily
performing her duties, unauthorized disclosure of confidential information under
certain circumstances, abuse or neglect of a patient, professional or personal
misconduct, demonstrated incompetence or persistent negligence in the
performance of duties; and violation or breach of employment agreement under
certain circumstances.  The employment agreement also provides that
Ms. Moncure will not work with a competing medical facility within the People’s
Republic of China during a two-year period following termination of her
employment with United Family Hospitals for any reason and that Ms. Moncure will
maintain in confidence confidential information relating to United Family
Hospitals’ or the Company’s business and all matters relating to any of the
United Family Hospitals’ patients during the term of the agreement and for one
year thereafter.




Total
Compensation




In making
decisions with respect to any element of an executive officer’s compensation,
the Committee considers the total compensation that may be awarded to the
officer, including salary, annual bonus and long-term incentive
compensation.  In addition, in reviewing and approving the employment
agreements for executive officers, the Committee considers the other benefits to
which the officer is entitled by the agreement, including compensation payable
upon termination of the agreement under a variety of
circumstances.  The Committee’s goal is to award compensation that is
reasonable when all elements of potential compensation are
considered.





16








Tax
and Accounting Implications




Deductibility
of Executive Compensation




Section 162(m)
of the Internal Revenue Code, as amended, disallows a tax deduction to publicly
held companies for compensation paid to certain of their executive officers, to
the extent that such compensation exceeds $1.0 million per covered officer
in any fiscal year.  The limitation applies only to compensation that
is not considered to be performance-based.  Non-performance based
compensation paid to the executive officers for the fiscal year ended
March 31, 2008 did not exceed the $1.0 million limit for any executive
officer.  The Company’s stock incentive plans have been structured so
that awards under these plans may qualify as performance-based compensation for
purposes of Section 162(m), depending on the terms of the award.  To
date, the stock options granted to the executive officers qualified as
performance-based.




Compensation
Committee Report






The
Compensation Committee has reviewed and discussed the above Compensation
Discussion and Analysis with the Company’s management.  Based on the
review and discussions, the Committee recommended to the Company’s Board of
Directors that the Compensation Discussion and Analysis be included in this
report.






RESPECTFULLY
SUBMITTED:






THE COMPENSATION
COMMITTEE




Julius Y. Oestreicher
(Chair)


Carol R.
Kaufman


A. Kenneth
Nilsson





17








Summary
Compensation Table




All share
numbers and exercise prices have been adjusted to reflect the three for two
stock split effective April 1, 2008.




Name
      and
                Principal
      Position
              Year(1)
              Salary
                ($)
              Bonus
                ($)
              Stock
                Awards
                ($)(2)
              Option
                Awards
                ($)(3)
              Non-Equity
                Incentive
      Plan
                Compensation
                ($)(4)
              All
      Other
                Compensation
                ($)
              Total
                ($)Roberta
      Lipson
                President
      and Chief
                Executive
      Officer
              2008
              266,310(5)
              53,262
              71,618
              127,140
              93,209
              151,821(7)
              763,3602007
              236,500(6)
              75,000
              6,808
              -
              -
              157,792(8)
              476,100Elyse
      Beth Silverberg
                Executive
      Vice President
                and
      Secretary
              2008
              239,679(5)
              71,904
              70,785
              88,543
              33,555
              75,381(9)
              579,8472007
              213,000(6)
              54,000
              6,808
              -
              -
              65,948
              339,756Lawrence
      Pemble
                Chief
      Financial Officer
                and
      Executive Vice
                President
              2008
              236,250
              47,250
              70,785
              117,150
              82,688
              68,170(10)
              622,2932007
              238,930(6)
              67,500
              6,808
              -
              -
              43,413
              356,651Anne Marie Moncure(11)
                United
      Family Hospital
                President
              2008
              173,300(12)
              44,046
              30,087
              140,218
              77,081
              91,228(13)
              555,9602007
              121,733
              33,833
              -
              23,052
              -
              92,724
              271,342




(1)
            Fiscal
      year ended March 31.




(2)
            Represents
      the dollar amounts recognized as expense for financial statement reporting
      purposes for the fiscal years ended March 31, 2008 and 2007 in
      accordance with SFAS 123R with respect to restricted stock
      awards.  Since the Company first began awarding restricted stock
      in fiscal 2007, the amounts included in this column are attributable
      solely to awards granted in 2007 and 2008.  Each award of
      restricted shares entitles the holder to payment of cash dividends at the
      same time as dividends are paid to other
      shareholders.  Assumptions made in calculating the amount of the
      Company’s expense for these awards are included in Note 6 to the Company’s
      financial statements for the fiscal years ended March 31, 2008 and
      2007.  Amounts reflected in this column may not correspond to
      the actual value that will be received by the executive from these
      awards.




(3)
            Represents
      the dollar amount recognized as expense for financial statement reporting
      purposes for the fiscal years ended March 31, 2008 and 2007 in
      accordance with SFAS 123R with respect to stock option
      awards.  The amount reflects grants made in fiscal 2008 and
      prior years.  Assumptions made in calculating the amount of the
      Company’s expense for these awards are included in Note 1 to the Company’s
      financial statements for the fiscal years ended March 31, 2008 and
      2007.




(4)
            Represents
      the cash portion of annual incentive bonus under the EMI
      Program.  Stock options granted under this program for fiscal
      2008 performance are discussed in the Compensation Discussion and Analysis
      and the portion of the expense attributable to fiscal 2008 is included in
      the ‘Option Awards’ column.




(5)
            Effective
      January 1, 2008, Ms. Lipson’s and Ms. Silverberg’s salaries were
      denominated in Chinese RMB.  For purposes of this table, they
      have been converted to USD using an average exchange rate during that
      quarter of 7.02 RMB to $1.00.




(6)
            Includes
      salary retroactively paid pursuant to current employment
      agreement.




(7)
            Consists
      of $74,371 for tuition expenses for Ms. Lipson’s sons in China, housing
      allowance of $60,000 for Ms. Lipson’s housing in China, home leave expense
      of $10,000, $5,606 in matching contributions under the Company’s 401(k)
      plan and $1,844 for automobile and related
  expense.




(8)
            Includes
      tuition reimbursement for 2007 that was paid in
  2008.




(9)
            Consists
      of housing allowance of $60,000 for Ms. Silverberg’s housing in China,
      home leave expense of $10,000 and $5,381 in matching contributions under
      the Company’s 401(k) plan.





18








(10)
            Consists
      of $4,295 for tuition expenses for Mr. Pemble’s children, maintenance of
      remote office facility expenses of $60,000 and $3,875 in matching
      contributions under the Company’s 401(k)
plan.




(11)
            Ms.
      Moncure’s employment began on May 1,
2006.




(12)
            Ms.
      Moncure’s salary and expenses are paid in RMB and have been converted to
      USD using an average exchange rate for fiscal 2008 of 7.4605 RMB to
      $1.00.




(13)
            Consists
      of rental expense of $36,926 for Ms. Moncure’s housing in China and
      $54,302 in travel expenses.  These amounts were paid to Ms.
      Moncure in RMB and have been converted to USD using an average exchange
      rate for fiscal 2008 of 7.4605 RMB to
$1.00.




Grants
of Plan-Based Awards in Fiscal 2008




The
following table provides information about equity awards granted to the named
executives in the fiscal year ended March 31, 2008.  All share
numbers and exercise prices have been adjusted to reflect the three for two
stock split effective April 1, 2008.







Name
            
            Estimated
      Possible Payouts
              Under
      Non-Equity Incentive
              Plan
      Awards(1)
            Estimated
      Possible Payouts
              Under
      Equity Incentive
              Plan
      Awards(2)(4)
            All
      Other
              Stock
              Awards:
      Number of Shares
              of
      Stock or Units(3)
      (4)
              (#)
            All
      Other
              Option
      Awards: Number of Securities Underlying Options(5)
              (#)
            Exercise
              or
      Base
              Price
              of
      Option Awards
              ($/Sh)
            Grant
              Date
              Fair
              Value(6)
              ($)Grant
              Date(7)
            Threshold
              ($)
            Target
              ($)
            Maximum
              ($)
            Threshold
              (#)
            Target
              (#)
            Maximum
              (#)Roberta
              Lipson
            
            26,631
            66,576
            93,209
            0
            4,500
            6,000
            -
            -
            -
            $64,575(8)9/11/2007
            -
            -
            -
            -
            -
            -
            15,000
            -
            -
            $223,5759/11/2007
            -
            -
            -
            -
            -
            -
            -
            52,500
            $13.55
            $499,800Elyse
      Beth
              Silverberg
            
            23,968
            59,920
            83,888
            0
            4,500
            6,000
            -
            -
            -
            $66,375(8)9/11/2007
            -
            -
            -
            -
            -
            -
            9,000
            -
            -
            $121,9509/11/2007
            -
            -
            -
            -
            -
            -
            -
            45,000
            $13.55
            $428,400Lawrence
              Pemble
            
            23,625
            59,063
            82,688
            0
            4,500
            6,000
            -
            -
            -
            $66,375(8)9/11/2007
            -
            -
            -
            -
            -
            -
            9,000
            -
            -
            $121,9509/11/2007
            -
            -
            -
            -
            -
            -
            -
            45,000
            $13.55
            $428,400Anne
      Marie
              Moncure
            
            17,330
            43,325
            60,655
            -
            -
            -
            -
            -
            -6/29/2007
            -
            -
            -
            -
            -
            -
            3,000
            -
            -
            $44,2509/11/2007
            -
            -
            -
            -
            -
            -
            9,000
            -
            -
            $121,9509/11/2007
            -
            -
            -
            -
            -
            -
            -
            45,000
            $13.55
            $428,400




(1)
            Cash
      portion of performance awards for fiscal year 2008 under the EMI
      Program.  See the Compensation Discussion and Analysis for
      information regarding the nature of the performance goals and the extent
      to which they were earned.




(2)
            These
      grants of restricted stock were made during fiscal year 2008 to reflect
      achievement of performance goals established for fiscal 2007 under the EMI
      Program for that year.  In June 2007, the Compensation Committee
      determined that each of Ms. Lipson, Ms. Silverberg, and Mr. Pemble had
      earned the target level award of 4,500 shares of restricted
      stock.  The awards were granted on June 29, 2007 except that,
      because there was an insufficient number of shares then available under
      the 2004 Plan, the portion of Ms. Lipson’s award with respect to 1,500
      restricted shares was not granted until September 11, 2007.  Ms.
      Moncure did not participate in the EMI Program for 2007.  See
      the Compensation Discussion and Analysis for information with respect to
      equity grants made in fiscal 2009 with respect to the EMI Program for
      2008.





19








(3)
            This
      column shows the number of shares of restricted stock granted to each
      named executive in fiscal 2008 other than grants under the EMI Program
      (which are reflected in the ‘Estimated Possible Payouts Under Equity
      Incentive Plan Awards’ column).




(4)
            For
      the restricted stock grant dated June 29, 2007, the award vests one-third
      of the restricted shares on grant date and one-third each on the first two
      anniversaries of the date of grant, with full vesting in the event of a
      change of control of Chindex.  For the restricted stock grant
      dated September 11, 2007, the award vests one-fourth of the restricted
      shares on each of the first four anniversaries of the date of grant, with
      full vesting in the event of termination by the Company without cause or a
      change of control of Chindex.  Pursuant to their employment
      agreements, the awards granted to Ms. Lipson, Ms. Silverberg, and Mr.
      Pemble also vest upon their termination for “good
      reason.”  Pursuant to the grant agreements, the awards granted
      to Ms. Moncure will vest upon a change of control event pertaining to the
      Company.




(5)
            This
      column shows the number of stock options granted to each named executive
      in fiscal 2008.  For the stock option grant dated September 11,
      2007, the award vests as to 25% of the shares on each of the first four
      anniversaries of the date of grant, with full vesting in the event of a
      change of control of Chindex.  Vested options are exercisable
      for ninety days after termination of
employment.




(6)
            This
      column shows the full grant date fair value of the restricted stock and
      stock options under SFAS 123R granted to the named executives in 2008,
      which is the amount that the Company would expense in its financial
      statements over the award’s vesting schedule.  The fair market
      value of the restricted stock granted June 29, 2007 and September 11, 2007
      was $14.75 and $13.55 per share, adjusted for the three for two stock
      split effective April 1, 2008, respectively.  The grant date
      fair value of the stock options granted September 11, 2007 was $9.52 per
      share, adjusted for the three for two stock split effective April 1,
      2008.  These amounts reflect the Company’s accounting expense,
      and may not correspond to the actual value that will be recognized by the
      named executives.




(7)
            Equity
      awards granted on June 29, 2007 were granted under the 2004
      Plan.  Equity awards granted on September 11, 2007 were granted
      under the 2007 Plan.




(8)
            Reflects
      grant date fair value of the 4,500 shares actually awarded pursuant to
      this grant.




Outstanding
Equity Awards at 2008 Fiscal Year-End




The
following table provides information on the holdings of stock options and
unvested restricted stock by the named executives as of March 31,
2008.  All share numbers and exercise prices have been adjusted to
reflect the three for two stock split effective April 1, 2008.





Option
      Awards
            Stock
      AwardsName
            Grant
              Date
            Number
      of Securities Underlying Unexercised Options (#)Exercisable
            Number
      of Securities Underlying Unexercised Options (#)Unexercisable
            Option
              Exercise
              Price
              ($)
            Option
              Expiration
              Date
            Number
      of
              Shares
      or Units
              of
      Stock That
              Have
      Not Vested
              (#)
            Market
      Value of
              Shares
      or Units
              of
      Stock That
              Have
      Not Vested
              ($)Roberta
      Lipson
            09/11/2000(1)
            145,200
            -
            1.46
            09/11/2010
            -
            -04/26/2004(2)
            37,500
            -
            9.17
            04/26/2009
            -
            -07/08/2005(4)
            16,500
            -
            2.98
            07/08/2015
            -
            -02/07/2006(1)
            40,500
            -
            4.36
            02/07/2016
            -
            -09/12/2006(5)
            -
            -
            -
            -
            3,000
            75,51006/29/2007(7)
            -
            -
            -
            -
            2,000
            50,34009/11/2007(8)
            -
            52,500
            13.55
            09/11/2017
            -
            -09/11/2007(8)
            -
            -
            -
            -
            16,500
            415,305Elyse
      Beth Silverberg
            09/11/2000(1)
            145,200
            -
            1.46
            09/11/2010
            -
            -04/26/2004(3)
            37,500
            -
            8.33
            04/26/2014
            -
            -07/08/2005(4)
            16,500
            -
            2.98
            07/08/2015
            -
            -02/07/2006(1)
            40,500
            -
            4.36
            02/07/2016
            -
            -09/12/2006(5)
            -
            -
            -
            -
            3,000
            75,51006/29/2007(7)
            -
            -
            -
            -
            3,000
            75,51009/11/2007(8)
            -
            45,000
            13.55
            09/11/2017
            -
            -09/11/2007(8)
            -
            -
            -
            -
            9,000
            226,530









20










Lawrence
      Pemble
            02/07/2006(1)
            84,000
            -
            4.36
            02/07/2016
            -
            -09/12/2006(5)
            -
            -
            -
            -
            3,000
            75,51006/29/2007(7)
            -
            -
            -
            -
            3,000
            75,51009/11/2007(8)
            -
            45,000
            13.55
            09/11/2017
            -
            -09/11/2007(8)
            -
            -
            -
            -
            9,000
            226,530Anne
      Marie Moncure
            02/07/2006(6)
            7,500
            7,500
            4.36
            02/07/2016
            -
            -06/29/2007(7)
            -
            -
            -
            -
            3,000
            75,51009/11/2007(8)
            -
            45,000
            13.55
            09/11/2017
            -
            -09/11/2007(8)
            -
            -
            -
            -
            9,000
            226,530




(1)
            All
      of these options vested on grant
date.




(2)
            15,000
      options vested on the date of grant and the remaining 22,500 vested
      one-half on the first anniversary date and one-half on the second
      anniversary date.




(3)
            30,000
      options vested on the date of grant and the remaining 7,500 options vested
      on March 15, 2005.




(4)
            One-third
      of these options vested on the date of grant and the remaining options
      vested on February 7, 2006.




(5)
            Vests
      one-third on the first anniversary of the date of grant, one-third on the
      second anniversary of the date of grant and one-third on the third
      anniversary of the date of grant.




(6)
            7,500
      options vested on the date of grant and the remaining 22,500 options vest
      one-third on the first anniversary of the date of grant, one-third on the
      second anniversary of the date of grant and one-third on the third
      anniversary of the date of grant.




(7)
            These
      shares vest one-third on the date of grant, one third on the first
      anniversary of the date of grant and one-third on the second anniversary
      of the date of grant.




(8)
            These
      options and shares vest one-fourth on each of the first four anniversaries
      of the date of grant.






Option
Exercises and Stock Vested in Fiscal 2008







Option
      Awards
            
            Stock
      AwardsName
            
            Number of Shares
              Acquired on Exercise
              (#)
            
            Value Realized
              on
      Exercise
              ($)
            
            Number of Shares
              Acquired on Vesting
              (#)
            
            Value Realized on
              Vesting
              ($)Roberta
      Lipson
            
            -
            
            -
            
            2,500
            
            35,673Elyse
      Beth Silverberg
            
            -
            
            -
            
            3,000
            
            43,050Lawrence
      Pemble
            
            159,000
            
            1,890,144
            
            3,000
            
            43,050Anne
      Marie Moncure
            
            15,000
            
            301,672
            
            -
            
            -





Potential
Payments Upon Termination or Change of Control




The
Company has entered into employment agreements with Ms. Lipson, Ms. Silverberg,
Mr. Pemble and Ms. Moncure.  The agreements with Ms. Lipson, Ms.
Silverberg and Mr. Pemble provide that in the event of the executive’s
termination by the Company for “cause” or the executive’s voluntary resignation
without “good reason,” the executive would only be entitled to earned but unpaid
salary, earned but unpaid bonus for a previously completed fiscal year,
reimbursement for business expenses, payment for unused vacation and any amounts
payable under Company benefit plans or policies.  Under the
agreements, “cause” means willful misconduct or gross negligence, dishonesty or
misappropriation of assets, certain absences from work, unauthorized disclosure
of confidential or proprietary information under certain circumstances, a
conviction for certain crimes or a violation of certain laws, or the failure to
attempt to perform the executive’s duties, most of which events are subject to
opportunities to cure.





21







The
agreements also provide that in the event of the executive’s termination by the
Company without “cause” or by the executive for “good reason,” the executive
would be entitled to all of the above amounts and benefits plus (i) a lump sum
payment equal to three times the sum of the ensuing year’s salary plus the prior
year’s bonus, (ii) a pro rata portion of the current year’s bonus (based on the
greater of the executive’s average bonus for the two prior years or 30% of
salary); (iii) continuation of specified medical benefits for life (unless the
executive reaches the age of 65, or becomes eligible for Medicare or
corresponding benefits with a new employer); (iv) vesting of all equity awards,
and (v) continuation of any tuition reimbursements,  remote office or
housing allowances for three years.  The executive is also entitled to
a tax gross-up to the extent amounts payable to the executive in the event of a
change of control are subject to excise tax.  Under the employment
agreements, “good reason” means any reduction in the executive’s authority,
duties or responsibilities; an adverse change in the executive’s position, title
or responsibilities (except for changes solely by virtue of the Company being
acquired by another entity); the assignment of duties to the executive that are
inconsistent with his or her position and status; a reduction in the executive’s
annual salary or bonus opportunity; the failure to cure a material breach of the
executive’s employment agreement by the Company; or relocation of the executive
without his or her consent, all but the last of which events are subject to an
opportunity to cure.




The
agreements also provide that in the event of the executive’s death or becoming
disabled their employment would terminate immediately and
automatically.  The executive would only be entitled to earned but
unpaid salary, earned but unpaid bonus for a previously completed fiscal year,
reimbursement for business expenses, payment for unused vacation, any amounts
payable under Company benefit plans or policies, and a pro rata portion of the
current year’s bonus.  For purposes of the agreement, “disability” is
defined as physical or mental incapacity of a nature which prevents the
executive, in the good faith judgment of the Company’s Board of Directors, from
performing the executive’s duties under the agreement for a period of 180
consecutive days or 270 days during any year.




The
agreements also provide that the executive’s employment would terminate
immediately and automatically upon the expiration of the term of the
agreement.  The executive would be entitled to earned but unpaid
salary, earned but unpaid bonus for a previously completed fiscal year,
reimbursement for business expenses, payment for unused vacation, any amounts
payable under Company benefit plans or policies, and a pro rata portion of the
current year’s bonus; provided, however, that if the executive’s employment was
terminated at the expiration of the term and the Company had not previously
offered to renew the employment agreement on commercially reasonable terms, then
the Company would also pay or provide (i) group life, disability, sickness,
hospitalization and accident insurance benefits equivalent to those to which the
executive would have been entitled if continued working for the Company for an
additional twelve month period, and (ii) the annual salary to the same extent to
which the executive would have been entitled if he or she continued working for
the Company for an additional twelve month period.




The
employment agreements have non-competition, confidentiality and non-solicitation
provisions.  The non-competition provision states that the executive
officer will not compete with the Company through the end of one year after
cessation of employment, with certain exceptions.  The confidentiality
provision states that the executive officer will maintain the confidential
information of the Company in confidence during and after employment, with
certain exceptions.  The non-solicitation provision states that, for
one year after cessation of employment, the executive officer will not solicit
for employment or hire any person who was employed by the Company during the
term of such person’s employment, with certain exceptions.




The
agreements provide for immediate expiration as of the termination date of any
unvested equity incentive awards (stock options or restricted stock) in the
event the agreement is terminated for “cause,” voluntary termination by the
executive, death or disability.  The agreements provide that any
unvested equity incentive awards granted to the executive prior to the
termination date shall become immediately vested and exercisable in the event
termination is without “cause” or for “good reason.”  In such cases,
the executive has a period of ninety (90) days following the date of termination
(or such longer period as may be provided in the respective option grant, but in
no event past the respective expiration term of the option grant) to exercise
all options granted under any of the Company’s plans.




Ms.
Moncure’s employment agreement provides for termination of Ms. Moncure’s
employment with or without “cause” at any time, and in the event that the
employment agreement is terminated prior to expiration without renewal or
extension, Ms. Moncure is entitled to severance payments equal to one month
salary for every year worked.  For purposes of Ms. Moncure’s
employment agreement, “cause” means continuation for a period of four months of
mental or physical disability which prevents Ms. Moncure from satisfactorily
performing her duties,





22







unauthorized
disclosure of confidential information under certain circumstances, abuse or
neglect of a patient, professional or personal misconduct, demonstrated
incompetence or persistent negligence in the performance of duties; and
violation or breach of the employment agreement under certain
circumstances.




The
following table provides an estimate of the potential payments and benefits that
each of the named executives would be entitled to receive upon termination of
employment under various circumstances and upon a change of
control.  In each case, the table assumes the executive’s termination
or the change of control occurred on March 31, 2008.  The table does
not include payments the executive would be entitled to receive in the absence
of one of these specified events, such as from the exercise of previously-vested
stock options (which amount can be calculated from the Outstanding Equity Awards
at 2008 Fiscal Year-End Table).  The table also does not include
benefits that are provided on a non-discriminatory basis to salaried employees
generally, including amounts payable under the Company’s 401(k)
Plan.





Cash
              Severance
              Payment
              ($)
            Continuation
              of
      Medical /
              Welfare
              Benefits
              ($)
            Accelerated
              Vesting
      of
              Equity
              Awards
              ($)
            Continued
              Tuition
      and
              Housing
              Allowance
              ($)
            Tax
      Gross-up
              ($)
            Total
              Termination
      Benefits
              ($)Roberta
      LipsonŸVoluntary
      Resignationor
      Termination forCause
            105,000(1)
            0
            NA
            NA
            NA
            105,000ŸDeath or
      Disability
            105,000(1)
            0
            NA
            NA
            NA
            105,000ŸTermination
      WithoutCause or for GoodReason
            1,215,000
            286,558
              (2)
            1,151,205
      (3)
            450,000(4)
            NA
            3,102,763ŸChange of
      Control
            0
            0
            1,151,205
      (3)
            0
            0
            1,151,205ŸTermination
      WithoutCause or for GoodReason after Change
      ofControl
            1,215,000
            286,558(2)
            1,151,205
      (3)
            450,000(4)
            1,238,913
            4,341,676ŸFailure to
      Renew
            405,000
            12,678
            NA
            NA
            NA
            417,678Elyse
      Beth SilverbergŸVoluntary
      Resignationor Termination forCause
            94,500(1)
            0
            NA
            NA
            NA
            94,500ŸDeath or
      Disability
            94,500(1)
            0
            NA
            NA
            NA
            94,500ŸTermination
      WithoutCause or for GoodReason
            1,093,500
            320,525(2)
            900,450(3)
            180,000(4)
            NA
            2,494,475ŸChange of
      Control
            0
            0
            900,450(3)
            0
            0
            900,450ŸTermination
      WithoutCause or for GoodReason after Change
      ofControl
            1,093,500
            320,525(2)
            900,450(3)
            180,000(4)
            978,164
            3,472,639ŸFailure to
      Renew
            364,500
            12,678
            NA
            NA
            NA
            377,178Lawrence
      PembleŸVoluntary
      Resignationor Termination forCause
            94,500(1)
            0
            NA
            NA
            NA
            94,500ŸDeath or
      Disability
            94,500(1)
            0
            NA
            NA
            NA
            94,500ŸTermination
      WithoutCause or for GoodReason
            1,093,500
            374,928(2)
            900,450(3)
            450,000(4)
            NA
            2,818,878ŸChange of
      Control
            0
            0
            900,450(3)
            0
            0
            900,450ŸTermination
      WithoutCause or for GoodReason after Change
      ofControl
            1,093,500
            374,928(2)
            900,450(3)
            450,000(4)
            1,321,212
            4,140,090●Failure to
      Renew
            364,500
            15,862
            NA
            NA
            NA
            380,362





23









Cash
                Severance
                Payment
                ($)
              Continuation
                of
      Medical /
                Welfare
                Benefits
                ($)
              Accelerated
                Vesting
      of
                Equity
                Awards
                ($)
              Continued
                Tuition
      and
                Housing
                Allowance
                ($)
              Tax
      Gross-up
                ($)
              Total
                Termination
      Benefits
                ($)


Anne
      Marie MoncureŸVoluntary
      Resignationor Termination forCause
            84,000(1)
            0
            NA
            NA
            NA
            84,000ŸDeath or
      Disability
            84,000(1)
            0
            NA
            NA
            NA
            84,000ŸTermination
      WithoutCause or for GoodReason
            124,000
            0
            981,015(3)
            0
            NA
            1,105,015ŸChange of
      Control
            0
            0
            981,015(3)
            0
            0
            981,015ŸTermination
      WithoutCause or for GoodReason after Change
      ofControl
            124,000
            0
            981,015(3)
            0
            0
            1,105,015




(1)
            The
      amount reflects earned but unpaid bonus for fiscal
  2008.




(2)
            Calculated
      using an assumed life expectancy of 85 years and an annual inflation rate
      of 3%.




(3)
            Calculated
      using the March 31, 2008 Chindex common stock market value of
      $25.17.




(4)
            Calculated
      using the maximum benefit allowed per contract.  Actual usage
      has been lower.





24





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




Security
Ownership Table




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 July 25, 2008 with respect
to (i) holders known to the Company to beneficially own more than five percent
(5%) of the outstanding Common Stock or Class B Common Stock, (ii) each
director, (iii) the Company’s named executive officers for fiscal 2008 and (iv)
all directors and executive officers of the Company as a group.  All
share numbers have been adjusted to reflect the three for two stock split
effective April 1, 2008.





Amount
      and Nature
                Of
      Beneficial
                Ownership
      (2)(3)
            
            Percent
      of:Name
      and Address of
              Beneficial
      Stockholder(1)
            Common
              Stock
            Class
      B
              Common
      Stock(4)
            
            Common
              Stock
            Class
      B
              Common
              Stock
            Combined(5)Roberta
      Lipson
            245,017(6)
            660,000(7)
            
            1.8%
            56.8%
            20.6%Elyse
      Beth Silverberg
            275,958(8)
            390,750
            
            2.1%
            33.6%
            12.8%Lawrence
      Pemble
            89,412(9)
            111,750
            
            Less
      than 1%
            9.6%
            3.7%Julius
      Y. Oestreicher
            137,720(10)
            0
            
            1.0%
            0%
            Less
      than 1%Carol
      R. Kaufman
            132,540(11)
            0
            
            Less
      than 1%
            0%
            Less
      than 1%A.
      Kenneth Nilsson
            17,499(12)
            0
            
            Less
      than 1%
            0%
            Less
      than 1%Holli
      Harris
            30,500(13)
            0
            
            Less
      than 1%
            0%
            Less
      than 1%Anne
      Marie Moncure
            8,499(14)
            0
            
            Less
      than 1%
            0%
            Less
      than 1%Magenta
      Magic Limited
              c/o
      JPMorgan Chase Bank,
              N.A.,
      at 26/F Chater House
              8
      Connaught Road
              Central, Hong
      Kong
            808,190(15)
            0
            
            6.1%
            0%
            4.0%Andrew
      Edward and Ronit
              Martine
      Gold
              10835
      Lockland Road
              Potomac, MD
      20854
            923,271(16)
            0
            
            7.0%
            0%
            4.6%Gotham
      Holdings, L.P.
              650
      Fifth Avenue, 6th
      Floor
              New
      York, NY 10019
            987,750(17)
            0
            
            7.5%
            0%
            4.9%Martin
      Currie Inc.
              Saltire
      Court
              20
      Castle Terrace
              Edinburgh, EH1
      2ES
              Scotland
            610,670(18)
            0
            
            4.6%
            0%
            3.0%Federated
      Investors, Inc.
              Federated
      Investors Tower
              Pittsburgh, PA
      15222
            532,883(19)
            0
            
            4.0%
            0%
            2.6%General
      Motors Investment
              Management
      Corporation
              and
      JPMorgan Chase Bank
              767
      Fifth Avenue
              New
      York, NY 10153
            531,288(20)
            0
            
            4.0%
            0%
            2.6%All
      Executive Officers and
              Directors as a
      Group (8persons)
            937,145(21)
            1,162,500
            
            7.0%
            100.0%
            38.8%








25





_______________




(1)
            Unless
      otherwise indicated, the business address of each person named in the
      table is c/o Chindex International, Inc., 4340 East West Highway, Suite
      1100, 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 Commission.




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




(5)
            Indicates
      percentage voting power represented by beneficial ownership when the
      Common Stock and Class B Common Stock vote together, based on a total of
      13,244,091 shares of Common Stock and 1,162,500 shares of Class B Common
      Stock outstanding as of the Record
Date.




(6)
            Includes
      202,199 shares underlying options that are currently exercisable with
      respect to all of the underlying
shares.




(7)
            Includes
      20,000 shares held by each of the Ariel Benjamin Lee Trust, Daniel Lipson
      Plafker Trust and Jonathan Lipson Plafker Trust, of each of which
      Ms. Lipson is a trustee.




(8)
            Includes
      239,700 shares underlying options that are currently exercisable with
      respect to all of the underlying
shares.




(9)
            Includes
      84,000 shares underlying options that are currently exercisable with
      respect to all of the underlying
shares.




(10)
            Includes
      129,720 shares underlying options that are currently exercisable with
      respect to all of the underlying
shares.




(11)
            Includes
      126,540 shares underlying options that are currently exercisable with
      respect to all of the underlying
shares.




(12)
            Includes
      750 shares owned by Mr. Nilsson’s wife, as to which shares Mr. Nilsson
      disclaims beneficial ownership.




(13)
            Includes
      22,500 shares underlying options that are currently exercisable with
      respect to all of the underlying
shares.




(14)
            Includes
      7,499 shares underlying options that are currently exercisable with
      respect to all of the underlying
shares.




(15)
            Includes
      323,276 and 484,914 shares issuable upon conversion of convertible notes
      in the aggregate principle amount of $15,000,000 issued on November 13,
      2007 and January 11, 2008,
respectively.




(16)
            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/A 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/A, but have no reason to believe that such information is not complete
      or accurate.




(17)
            The
      amount and nature of beneficial ownership of these shares by Gotham
      Holdings, L.P. is based solely on a Schedule 13G/A filed by it with the
      Commission.  The Schedule 13G/A indicates that Gotham Holdings,
      L.P., RLA Management Co., LLC and Russell Anmuth have investment decision
      over our shares.  We have no independent knowledge of the
      accuracy or completeness of the information set forth in the Schedule
      13G/A, but have no reason to believe that such information is not complete
      or accurate.




(18)
            The
      amount and nature of beneficial ownership of these shares by Martin Currie
      Inc. is based solely on a Schedule 13G filed by it 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.




(19)
            The
      amount and nature 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





26







and
Federated Global Investment Management Corp., which act as investment advisors
to registered investment companies and separate accounts that own shares of our
common stock.  The Investment Advisors are wholly owned subsidiaries
of FII Holdings, Inc., which is a 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.




(20)
            The
      amount and nature of beneficial ownership of these shares by General
      Motors Investment Management Corporation and JPMorgan Chase Bank, N.A. is
      based solely on a Schedule 13G filed by them with the
      Commission.  The Schedule 13G indicates that General Motors
      Investment Management Corporation and JPMorgan Chase Bank, N.A. have
      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.




(21)
            Includes
      812,158 underlying options that are currently exercisable with respect to
      all of the underlying shares.








27





ITEM
      13.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
      INDEPENDENCE




Since
April 1, 2007, there has not been any transaction, and there is no currently
proposed transaction, involving the Company and any of its directors, executive
officers, 5% stockholders or any members of the immediate family of any of the
foregoing persons, which transaction would be disclosable pursuant to Item 404
of Regulation S-K promulgated pursuant to the Securities Act of
1933.




ITEM
      14.
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES




The
following table shows the fees we paid to BDO Seidman, LLP during the last two
fiscal years:






Fiscal
      Year
                Ended
      March 31, 2007
              
              Fiscal
      Year
                Ended
      March 31, 2008Audit
      Fees:
      (a)
              $867,000
              
              $977,000Audit-Related
      Fees: (b)
              4,000
              
              3,000Tax
      Fees:
      (c)
              2,000
              
              01,000
              
              0Total
              $874,000
              
              $980,000




_______________




(a)
            Represents
      fees for professional services provided in connection with the audit of
      our annual financial statements (including services incurred with
      rendering on opinion under Section 404 of the Sarbanes-Oxley Act of 2002)
      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)
            This
      represents fees for other miscellaneous items not otherwise included
      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.




(d)
            Represents
      fees billed for products and services provided by the principal
      accountant, other than the services reported in (a), (b) and
      (c).   For the fiscal year ended March 31, 2007 these fees
      represent training costs.




The Audit
Committee has determined that the provision by BDO Seidman, LLP of non-audit
services is compatible with maintaining the independence of BDO Seidman,
LLP.  In accordance with its charter, the Audit Committee approves in
advance all audit and non-audit services to be provided by BDO Seidman,
LLP.  In certain cases, the Audit Committee may delegate authority to
pre-approve non-audit services on a preliminary basis to one or more members of
the Audit Committee, provided that such pre-approvals are communicated to the
full Committee at its next meeting.  During fiscal 2008, all services
were pre-approved by Audit Committee in accordance with this
policy.







28





PART
IV




ITEM
      15.
            EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES




The
following exhibits are filed as part of this Report:




31.1
            Certification
      of Principal Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.




31.2
            Certification
      of Principal Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.




31.3
            Certification
      of Principal Accounting Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.





29







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.






July 29,
      2008
              CHINDEX
      INTERNATIONAL, INC.
                
                By:          /s/  Lawrence
      Pemble
                Executive
      Vice President and
                Chief
      Financial Officer