**UNITED
        STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-K/A 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, 2007**




**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)




7201
      Wisconsin Avenue


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 o No þ




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 o No þ




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 þ No o




Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not be contained, to the
      best of registrant’s knowledge, in 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. o




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


Large
      accelerated filer o     
Accelerated filer
þ     
      Non-accelerated filer o




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




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, 2006 (the last business day of
      the registrant’s most recently completed second fiscal quarter) was
      approximately $84,982,820.




The
      number of shares outstanding of each of the issuer’s class of common equity, as
      of July 26, 2007, was 6,662,166 shares of Common Stock and 775,000 shares
      of Class B Common Stock.


2


**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, 2007 (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,
      2007, and are, therefore, amending and restating in their entirety Items 10,
      11,
      12, 13 and 14 of Part III of the Report. We anticipate filing our definitive
      proxy statement in August 2007 for our 2007 Annual Stockholder Meeting,
      which is currently scheduled to be held on September 11, 2007. 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 14, 2007 filing of our Report, modify or update
      the disclosure contained in the Report in any way other than as required to
      reflect the amendments discussed above and reflected below.







3




**PART
      III**




**ITEM
                10.**
            **DIRECTORS
                AND EXECUTIVE OFFICERS OF THE
                REGISTRANT.**




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





**Name**
            **Positions
                with the Company**A.
                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
                DirectorJulius
                Y. Oestreicher (1)(2)(3)
            DirectorCarol
                R. Kaufman (1)(2)
            DirectorHolli
                Harris (1)
            Director


_______________


(1)
            Member
                of the 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 duly elected and
      qualified.  The officers of the Company are elected by the Board of
      Directors at the first meeting after each annual meeting of the Company’s
      stockholders and hold office until their resignation, removal from office or
      death.




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




**Roberta
      Lipson**, 52, 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**, 50, 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**, 50, 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 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**, 74, 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.




**Julius
      Y. Oestreicher**, 77, 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


4




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.




**Carol
      R. Kaufman**, 58, 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, 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.  Ms.
      Kaufman received her undergraduate degree from Boston University.




**Holli
      Harris**, 40, has served as a Director of the Company since August
      2004.  From 2000 to 2001, Ms. Harris served as Business Development
      Manager for Frog Design Inc., an international industrial design
      firm.  During 2001, Ms. Harris was a Product Development Contractor
      for Johnson Controls, Inc., a designer and manufacturer of automotive and
      facilities interior systems.  During 2002, Ms. Harris was a Senior
      Licensing Manager for Illumigen Biosciences, Inc., which is in the business
      of
      proprietary genetic technologies.  In 2003, Ms. Harris was a Financial
      Analyst with Amgen Inc., an international biotechnology and pharmaceutical
      firm.  Currently, Ms. Harris is a Manager for Corbis Corporation,
      which is an international visual and image solutions provider.  In
      addition, Ms. Harris previously worked for the U.S. State Department at the
      U.S.
      Embassy in Moscow.  Ms. Harris has a dual degree in Russian and
      International Relations from the University of California – Davis and an MBA in
      Finance from the University of Michigan.




**Audit
      Committee and Audit Committee Financial Expert**




The
      Board
      of Directors has a standing Audit Committee.  The Board has
      affirmatively determined that each director who serves on the Audit Committee
      is
      independent, as the term is defined by applicable Nasdaq and Securities and
      Exchange Commission (“SEC”) rules.  During fiscal 2007, the Audit
      Committee consisted of Mr. Nilsson, Mr. Oestreicher, Ms. Kaufman and Ms. Harris.
      During the year, from April 1, 2006 through September 11, 2006, Mr. Nilsson
      served as the Chairman of the Audit Committee. From September 12, 2006 through
      March 31, 2007, Ms. Harris served as the Chairman of the Audit Committee. The
      Board has determined that each of Mr. Nilsson and Ms. Harris is an audit
      committee financial expert as defined by SEC rules. The Audit Committee
      regularly meets with the Company’s independent registered public accounting firm
      outside the presence of management.




**Stockholder
      Recommendations for Board Nominees**




The
      Governance and Nominating 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.




**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 SEC initial reports of ownership and
      reports of changes in ownership of Common Stock and other equity securities
      of
      the Company.  Officers, directors and greater than 10% stockholders
      are required by SEC 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 2007, all Section 16(a) filing requirements applicable to its officers,
      directors and greater than 10% stockholders were complied with.




**Code
      of Ethics**




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 to the website
      amendments to or waivers




5




from the Code to the extent applicable to its chief executive
      officer, principal financial officer or principal accounting
      officer.


6




**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.






7




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
      2007, the Committee did not engage any independent human resources consulting
      firm to provide research or other assistance regarding compensation programs
      and
      compensation levels.  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.




Notwithstanding
      the general decision-making regarding compensation as described above, for
      fiscal 2007, Committee established a policy and targets for the allocation
      of
      cash and non-cash and short-term and long-term incentive
      compensation.  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, the Committee considers 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 and the compensation generally paid to
      similarly-situated executive officers at similar-size companies.




***2007
      Executive Compensation Components***




For
      the
      fiscal year ended March 31, 2007, 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




8




levels
      for perceived comparable positions in the
      marketplace, as well as the individual’s personal performance and 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 performance and profitability also may be a factor in determining the
      base salaries for the executive officers.




*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 2007, the Committee determined that annual incentive compensation would
      be paid partly in cash and partly in restricted stock, 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 2007 was applied to the
      following executives: our President and Chief Executive Officer; our Chief
      Financial Officer; and our Executive Vice President and Secretary.




*Cash
      Bonus*.  For fiscal 2007, the cash bonus portion of the EMI
      Program included various financial performance targets 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, and the potential
      for 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 in
      acknowledgement of certain possible events altogether beyond the control of
      the
      executives and that prevent complete achievement of quantified
      goals.  The cash bonuses under the EMI Program are designed to link a
      significant portion of the executive officers’ 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.  The Committee generally
      establishes financial objectives that it believes can be reasonably achieved
      with strong individual performance over the fiscal year.




Generally,
      the Committee sets the minimum, target and maximum levels based primarily upon
      our achievement of specified results with respect to corporate operating income,
      or COI, for that fiscal year, subject to the Committee’s oversight and
      modification of those levels.  Minimum levels are set below the target
      level, while maximum levels are set above the target level.  In making
      the determination of minimum, target and maximum levels, the Committee may
      consider the specific circumstances facing us during the year and our strategic
      plan for the year.  For fiscal 2007, the target level with respect to
      COI was based on our confidential internal performance goals and not on any
      published or analyst estimates of our financial performance for the
      year.




If
      the
      minimum, target or maximum performance objectives are met, participants are
      eligible to receive a bonus payment under the EMI Program with the specific
      amount that such participant receives dependent on 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/her base salary and we meet target COI objectives for
      the
      fiscal year, the executive officer will receive a cash incentive bonus payment
      under the plan equal to 25% of his/her current annual base salary if the
      executive officer meets his/her individual target goals for the fiscal
      year.




9




If
      we
      meet target COI objectives for the year and the executive officer’s performance
      exceeds his/her individual target goals for the fiscal year, his/her bonus
      payment for the year may be increased by up to 20% of annual base salary, or
      to
      a maximum of 55% of annual base salary.  If, on the other hand, we
      meet target COI objectives for the year but the executive officer’s individual
      performance is below his/her individual goals for the fiscal year, his/her
      bonus
      payment for the year will be less than 55% of his/her annual base
      salary.  If we do not meet minimum COI 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 2007, the cash amount that could have been received by each of
      the
      three 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 one
      business segment’s operating income, and 20% on non-financial performance
      criteria. The table entitled “Fiscal Year 2007 Grants of Plan-Based Awards” in
      this proxy statement 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 2007.




Each
      of
      the following named executive officers received the following payments in
      June/July 2007 under the EMI Program for fiscal year 2007
      performance:




**Name**
              **2007
                  EMI Cash Bonus**Roberta
                  Lipson, President and Chief Executive Officer
              $75,000Elyse
                  Beth Silverberg, Executive Vice President and Secretary
              $54,000Lawrence
                  Pemble, Chief Financial Officer
              $67,500





The
      Committee retains wide discretion to interpret the terms of the EMI Program
      and
      to interpret and determine whether our COI 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 COI 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.





Anne
      Marie Moncure, the President of United Family Hospitals and Clinics, was not
      eligible for a bonus under the EMI Program for fiscal 2007 and accordingly
      did
      not receive a bonus under that plan.  In June 2007, with respect to
      fiscal year 2007, the Committee approved a cash bonus award to Ms. Moncure
      in the amount of $33,833 as a reward for her leadership of the Healthcare
      Services division.




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, no such bonuses were awarded for fiscal 2007 to the executives
      that
      participated in that program.




*Equity
      Awards*.  In addition to the cash bonuses payable under the EMI
      Program for fiscal 2007, restricted shares of the Company’s Common Stock were
      also awarded under the EMI Program in order to provide equity-based incentive
      compensation to motivate and reward performance for the year for eligible
      executive officers.  These shares were issued under our 2004 Stock
      Incentive Plan (the “2004 Plan”).




If
      the
      minimum, target or maximum performance objectives were met, participants were
      eligible to receive an award of restricted shares under the EMI Program with
      the
      specific amount that such participant receives dependent on his or her
      individual performance.  As with the cash bonuses, an individual’s
      equity 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 example, if an
      executive officer had a target bonus amount of 25% of his/her base salary and
      we
      meet target COI objectives for the fiscal year, the executive officer would
      receive a restricted stock award under the EMI Program of 3,000 shares if the
      executive officer’s individual performance meets his/her target goals for the
      fiscal year.




10




If
      we met
      target COI objectives for the year and the executive officer’s individual
      performance exceeded his/her target goals for the fiscal year, his/her
      restricted stock award would be in an amount up to 4,000
      shares.  Notwithstanding the cash bonus under the EMI Program, no
      restricted stock award was payable for fiscal 2007 unless the target COI
      objectives for the year were met in full.  For fiscal year 2007, the
      restricted stock that could have been received by our President and Chief
      Executive Officer under the EMI Program was: 0 shares (assuming the target
      objectives were not met), 3,000 shares (assuming only target objectives were
      met), or 4,000 shares (assuming maximum objectives were met).




The
      following table shows the number of shares of restricted stock granted to our
      executive officers in June 2007 under the EMI Program. In each case other than
      the President and Chief Executive Officer, the shares vested one-third at the
      date of grant and an additional one-third on the second and third anniversaries
      of the date of grant. Due to the lack of availability of sufficient shares
      under
      the 2004 Plan, the Committee granted the President and Chief Executive Officer,
      with her consent, only 2,000 shares (vesting one-half on each of the date of
      grant and the first anniversary of the date of grant), with the intention that
      an additional 1,000 shares of restricted stock would be granted to her under
      our
      2007 Stock Incentive Plan (the “2007 Plan”) following shareholder approval of
      that plan at the next annual meeting of shareholders.




**Name**
              **2007
                  EMI Restricted**
                **Stock
                  Awards**Roberta
                  Lipson, President and Chief Executive Officer
              2,000
                  sharesElyse
                  Beth Silverberg, Executive Vice President and Secretary
              3,000
                  sharesLawrence
                  Pemble, Chief Financial Officer
              3,000
                  shares


*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 2004 Plan and 2007 Plan, if approved
      by
      shareholders.  In fiscal year 2007, our equity compensation program
      consisted primarily of grants of shares of restricted stock.  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.




The
      Committee generally has approved grants of equity
      awards in specific amounts as part of an executive officer’s initial employment
      arrangement.  In February 2006, in connection with her appointment as
      President of United




11




Family
      Hospitals and Clinics, Anne Marie Moncure received under the 2004 Plan a grant
      of stock options to purchase 20,000 shares of Common Stock at an exercise price
      per share equal to the closing price of the stock on the grant date. The options
      vest one-fourth on each of the date of grant and the three successive
      anniversaries of that date.  In September 2006, each other executive
      officer also received under the 2004 Plan, as consideration for each such
      officer’s other services to the Company, a grant of 3,000 shares of
      restricted stock, which shares vest one-third on each of the three successive
      anniversaries of the date of grant.




See
      the
      table entitled “Fiscal Year 2007 Grants of Plan-Based Awards” in this proxy
      statement for additional information about the options and restricted shares
      granted to the executive officers during fiscal year 2007.




*Employment
      Agreements*




In
      August
      2006, the Committee approved and we entered into five-year interim employment
      agreements with each of Ms. Lipson, Ms. Silverberg and Mr.
      Pemble.  These interim employment agreements, which by their terms
      were effective as of March 1, 2006, superseded the executive officers’ former
      employment agreements, which were scheduled to expire in September
      2006.  These employment agreements were entered into on an interim
      basis in light of the imminent expiration of the former employment agreements
      to
      prevent any lapse in agreement coverage.  The interim employment
      agreements established the respective duties and compensation of the executive
      officers and were intended to ensure that the Company would be able to maintain
      a continuous, stable and competent team.  The Company believes that
      the future success of the Company will depend to a significant degree on the
      skills and competence of the executive officers.  The interim
      employment agreements were substantially the same as the employment agreements
      they superseded.




On
      October 31, 2006, the Committee approved new and definitive employment
      agreements for each of these three executive officers.  The new
      agreements supersede from the commencement date of March 1, 2006 the interim
      agreements.  The new agreements are substantially the same as the
      interim agreements, except as described herein.  Each employment
      agreement has an eight-year term as opposed to a five-year term.  The
      employment agreements, which have an effective date retroactive to March 1,
      2006, provided for annual base salaries, which will be reviewed annually, in
      the
      amounts of $220,000, $197,000 and $195,000 for Ms. Lipson, Ms. Silverberg and
      Mr. Pemble, respectively.  On December 21, 2006, the Committee
      initially reviewed the salaries and increased them, effective January 1, 2007,
      to $250,000, $225,000 and $225,000, respectively, following due consideration
      of
      relevant factors.  The new 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 new
      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 Compensation
      Committee.  Currently, such amounts as most recently approved by the
      Committee are $90,000 per year for the tuition expenses, $5,000 per month for
      the housing expenses and $5,000 per month for the remote office
      expenses.




The
      employment agreements provide for termination of the executive officer’s
      employment by the Company with or without cause at any time.  In the
      event of termination by the Company for “cause”, the executive officer would
      only be entitled to earned but unpaid salary, bonus, reimbursement for business
      expenses, payment for unused vacation and other legally or policy required
      amounts.  In the event of termination by the Company without “cause”
or by the executive officer for “good reason”, the executive officer would be
      entitled to all of the same amounts and benefits plus, among other things,
      a
      lump sum payment equal to three times the sum of the following year’s salary
      plus the prior year’s bonus.  For purpose of the employment
      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 of certain crimes or a violation of certain laws, or the failure
      to
      attempt perform certain duties, some of which are subject to opportunities
      to
      cure.  For purpose of the employment agreements, “good reason” means,
      in connection with and following the occurrence in a change of control, certain
      reductions in the executive officer’s authority, duties or responsibilities,
      compensation or a relocation of the executive officer, some of which are subject
      to opportunities to cure.




12




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 in confidence
      confidential information of the Company 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 employment, with certain exceptions.




Each
      of
      the employment agreements provides for certain consequences in the event that
      a
      change in control of our company occurs.  For a description of the
      terms of these provisions, see “Potential Payments Upon Termination or Change in
      Control.”




*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 above, 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.




*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.




***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, 2007 did not exceed the $1.0 million limit for any executive
      officer.  The 2004 Plan and the 2007 Plan, which is subject to
      shareholder approval, 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.




*Accounting
      for Stock-Based Compensation*




Beginning
      on April 1, 2006, we began accounting for stock-based compensation cost in
      accordance with the requirements of FASB Statement 123(R).




**Compensation
      Committee Report**




The
      Committee has reviewed and discussed the Compensation Discussion and Analysis
      required by Item 402(b) of Regulation S-K with management and, based on
      such review and discussions, the Committee recommended to the Board of Directors
      that the Compensation Discussion and Analysis be included in this
      report.




13




THE
              COMPENSATION
              COMMITTEEJulius
              Y. Oestreicher,
              ChairCarol
              R. KaufmanA.
              Kenneth
              Nilsson





*The
      foregoing Compensation Committee report is not “soliciting material,” is not
      deemed “filed” with the Securities and Exchange Commission and is not
      incorporated by reference in any of our filings under the Securities Act of
      1933, as amended, or the Securities Exchange Act of 1934, as amended, whether
      made before or after this filing and irrespective of any general language to
      the
      contrary.*




14




**Summary
      Compensation Table**




**N****ame
                  and**
                **Principal
                  Position**
              **Year(1)**
              **Salary**
                **($)**
              **Bonus**
                **($)**
              **Stock**
                **Award(s)**
                **($)(2)**
              **Option**
                **Awards**
                **($)(3)**
              **Non-Equity**
                **Incentive
                  Plan**
                **Compensation**
                **($)(4)**
              **All
                  Other**
                **Compensation**
                **($)**
              **Total**
                **($)****Roberta
                  Lipson**
                President
                  and Chief
                Executive
                  Officer
              2007
              236,500(5)
              -
              6,417
              -
              75,000
              107,192(6)
              425,109**Elyse
                  Beth Silverberg**
                Executive
                  Vice President
                and Secretary
              2007
              213,000(5)
              -
              6,417
              -
              54,000
              65,948(7)
              339,365**Lawrence
                  Pemble**
                Chief
                  Financial Officer
                and
                  Executive Vice
                President
              2007
              238,930(5)
              -
              6,417
              -
              67,500
              43,413(8)
              356,260**Anne
                  Marie Moncure**
                United
                  Family Hospital
                President
              2007
              121,733
              33,833
              -
              21,729
              -
              92,724(9)
              270,019




(1)
            Fiscal
                year ended March 31, 2007.




(2)
            Represents
                the dollar amounts recognized as expense for financial statement
                reporting
                purposes for the fiscal year ended March 31, 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.  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 year ended March 31,
                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 year ended March 31, 2007 in accordance with
                SFAS 123R with respect to stock option awards.  The amount
                reflects grants made in fiscal 2007 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 year ended March 31,
                2007.




(4)
            Represents
                the cash portion of annual incentive bonus under the EMI Program.
                Restricted stock granted under this program for fiscal 2007 performance
                is
                discussed in the Compensation Discussion and Analysis but not reflected
                in
                this table because the grant was made during fiscal
                2008.




(5)
                Includes
                    salary retroactively paid pursuant to current employment
                    agreement.


(6)
            Consists
                of $39,400 for tuition expenses for Ms. Lipson’s sons in China,
                rental expense of $52,167 for Ms. Lipson’s housing in China home
                leave expense of $10,000 and $3,781 in matching contributions under
                the
                Company’s 401(k) plan and $1,844 for automobile and related
                expense.




(7)
            Consists
                of rental expense of $52,167 for Ms. Silverberg’s housing in China, home
                leave expense of $10,000 and $3,781 in matching contributions
                under the Company’s 401(k) plan.




(8)
            Consists
                of $4,176 for tuition expenses for Mr. Pemble’s children, maintenance of
                remote office facility expenses of $29,870, $7,805 in matching
                contributions under the Company’s 401(k) plan and $1,562 for automobile
                and related expense.




(9)
            Consists
                of rental expense of $65,423 for Ms. Moncure’s housing in China,
                $27,159 in travel expenses and $142 for tuition
                expenses.


15




**Grants
      of Plan-Based Awards in 2007**




The
      following table provides information about equity awards granted to the named
      executives in the fiscal year ended March 31, 2007.




**Name**
              **Grant**
                **Date**
              **All
                  Other**
                **Stock
                  Awards:**
                **Number
                  of**
                **Shares**
                **of
                  Stock or**
                **Units(1)**
                **(#)**
              **All
                  Other**
                **Option
                  Awards**
                **Number
                  of**
                **Securities**
                **Underlying**
                **Options**
                **(#)**
              **Exercise
                  or Base**
                **Price
                  of Option**
                **Awards**
                **($/Sh)**
              **Grant
                  Date**
                **Fair
                  Value(2)**
                **($)****Roberta
                  Lipson**
              9/12/2006
              3,000
              -
              -
              33,000**Elyse
                  Beth Silverberg**
              9/12/2006
              3,000
              -
              -
              33,000**Lawrence
                  Pemble**
              9/12/2006
              3,000
              -
              -
              33,000**Anne
                  Marie Moncure**
              2/7/2006
              -
              20,000(3)
              6.54
              92,200


(1)
            This
                column shows the number of shares of restricted stock granted to
                each
                named executive in fiscal 2007.  Each award vests as to
                one-third of the restricted shares granted on each of the first three
                anniversaries of the date of grant, with full vesting in the event
                of a
                change of control of Chindex.  Pursuant to their employment
                agreements, the award granted to Ms. Lipson, Ms. Silverberg, and
                Mr.
                Pemble also vest upon the Company’s termination of their employment
                without “cause” or their termination for “good
                reason.”




(2)
            This
                column shows the full grant date fair value of the restricted stock
                at
                $11.00 per share and stock options under SFAS 123R granted to the
                named
                executives in 2007, which is the amount that the Company would expense
                in
                its financial statements over the award’s vesting
                schedule.  These amounts reflect the company’s accounting
                expense, and may not correspond to the actual value that will be
                recognized by the named executives.




(3)
            These
                options were granted under the 2004 Plan at an exercise price per
                share
                equal to the closing price of the stock on the grant date. The options
                vest one-fourth on each of the date of grant and the three successive
                anniversaries of that date.




**Outstanding
      Equity Awards at 2007 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,
      2007.




**Option
                  Awards**
              **Stock
                  Awards****Name**
              **Grant**
                **Date**
              **Number
                  of Securities Underlying Unexercised Options (#)Exercisable**
              **Number
                  of Securities Underlying Unexercised Options (#)Unexercisable**
              **Option
                  Exercise Price**
                **($)**
              **Option**
                **Expiration
                  Date**
              **Number
                  ofShares or Unitsof Stock ThatHave Not
                  Vested**
                **(#)**
              **Market
                  Value ofShares or Unitsof Stock ThatHave Not
                  Vested**
                **($)****Roberta
                  Lipson**
              09/11/2000
                  (1)
              96,800
              -
              2.20
              09/11/201004/26/2004
                  (2)
              25,000
              -
              13.75
              04/26/200907/08/2005
                  (4)
              11,000
              -
              4.47
              07/08/201502/07/2006
                  (1)
              27,000
              -
              6.54
              02/07/201609/12/2006
                  (5)
              
              
              
              
              3,000
              52,260**Elyse
                  BethSilverberg**
              09/11/2000
                  (1)
              96,800
              -
              2.20
              09/11/201004/26/2004
                  (3)
              25,000
              -
              12.50
              04/26/201407/08/2005
                  (4)
              11,000
              -
              4.47
              07/08/201502/07/2006
                  (1)
              27,000
              -
              6.54
              02/07/201609/12/2006
                  (5)
              
              
              
              
              3,000
              52,260
   16
  **Lawrence
                  Pemble**
              09/11/2000
                  (1)
              70,000
              -
              2.20
              09/11/201004/26/2004
                  (3)
              25,000
              -
              12.50
              04/26/201407/08/2005
                  (4)
              11,000
              -
              4.47
              07/08/201502/07/2006
                  (1)
              56,000
              -
              6.54
              02/07/201609/12/2006
                  (5)
              
              
              
              
              3,000
              52,260**Anne
                  MarieMoncure**
              02/07/2006
                  (6)
              10,000
              10,000
              6.54
              02/07/2016


(1)
            All
                options vested on grant date.




(2)
            10,000
                options vested on the date of grant and the remaining
                15,000 vested one-half on the first anniversary date and
                one-half on the second anniversary
                date.




(3)
            20,000
                options vested on the date of grant and the remaining 5,000
                options vested on March 15, 2005.




(4)
            One-third vested on
                the date of grant and the remaining 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)
            5,000
                options vested on the date of grant and the remaining 15,000
                shares 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.




**Option
      Exercises and Stock Vested in Fiscal 2007**




In
      the
      fiscal year ended March 31, 2007, no options were exercised by and no
      restricted stock vested for the named executive officers.




**Potential
      Payments Upon Termination or Change of Control**




The
      Company has entered into employment agreements with Ms. Lipson, Ms. Silverberg
      and Mr. Pemble.  The agreements 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 perform the executive’s duties, most of
      which events are subject to opportunities to cure.




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.  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 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.




The
      agreements also provide that in the event of the executives 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 and any amounts payable under Company benefit plans or
      policies. For purposes of the agreement,




17




“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
      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 shall have 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.




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, 2007.  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 2007 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
                  Lipson**ŸVoluntary
                  Resignation or
                Termination for
                Cause
              75,000
                  (1)
              0
              NA
              NA
              NA
              75,000ŸDeath
              75,000
                  (1)
              0
              NA
              NA
              NA
              75,000ŸDisability
              75,000
                  (1)
              0
              NA
              NA
              NA
              75,000ŸInvoluntary
                  or
                  Good
                Reason Termination
              75,000
                  (1)
              0
              NA
              NA
              NA
              75,000ŸChange
                  of
                  Control
              0
              0
              52,260
                  (3)
              0
              0
              52,260ŸInvoluntary
                  or
                  Good
                Reason Termination
                after Change of Control
              975,000
              258,324
                  (2)
              52,260
                  (3)
              450,000
                  (4)
              647,793
              2,383,377**Elyse
                  Beth Silverberg**ŸVoluntary
                  Resignation or   Termination for
                Cause
              54,000(1)
              0
              NA
              NA
              NA
              54,000
 ŸDeath
              54,000
                  (1)
              0
              NA
              NA
              NA
              54,000
 ŸDisability
              54,000
                  (1)
              0
              NA
              NA
              NA
              54,000ŸInvoluntary
                  or
                  Good
                Reason Termination
              54,000
                  (1)
              0
              NA
              NA
              NA
              54,000ŸChange
                  of
                  Control
              0
              0
              52,260
                  (3)
              0
              0
              52,260ŸInvoluntary
                  or
                  Good
                Reason Termination
                after Change of Control
              837,000
              320,868
                  (2)
              52,260
                  (3)
              180,000
                  (4)
              510,272
              1,900,400
   18
 
 **Lawrence
                  Pemble**ŸVoluntary
                  Resignation
                or Termination for
                Cause
              67,500
              0
              NA
              NA
              NA
              67,500ŸDeath
              67,500
              0
              NA
              NA
              NA
              67,500
 ŸDisability
              67,500
              0
              NA
              NA
              NA
              67,500
 ŸInvoluntary
                  or
                  Good
                Reason Termination
              67,500
              0
              NA
              NA
              NA
              67,500ŸChange
                  of
                  Control
              0
              0
              52,260
                  (3)
              0
              0
              52,260ŸInvoluntary
                  or
                  Good
                Reason Termination
                after Change of Control
              877,500
              356,876
                  (2)
              52,260
                  (3)
              450,000
                  (4)
              777,390
              2,514,026**Anne
                  Marie Moncure**ŸVoluntary
                  Resignation
                or Termination for
                Cause
              33,833
              0
              NA
              NA
              NA
              33,833ŸDeath
              33,833
              0
              NA
              NA
              NA
              33,833ŸDisability
              33,833
              0
              NA
              NA
              NA
              33,833
 ŸInvoluntary
                  or
                  Good
                Reason
                  Termination
              33,833
              0
              NA
              NA
              NA
              33,833
 ŸChange
                  of
                  Control
              0
              0
              108,800
                  (3)
              0
              0
              108,800ŸInvoluntary
                  or
                  Good
                Reason Termination
                after Change of Control
              46,750
              0
              108,800
                  (3)
              0
              0
              155,550




(1) The
      Company pays salaries in the month earned.  Bonuses are calculated on
      the basis of 30% of base salary.


(2) Calculated
      using an assumed life expectancy 85 years.


(3) Calculated
      using the March 31, 2007 Chindex common stock market value of
      $17.42.


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




**Compensation
      Committee Interlocks and Insider Participation**




The
      members of the Company’s compensation committee are Mr. Oestreicher, as
      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.




**Director
      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.




19





*Equity
      Compensation to Board Members*.  The Company grants options to
      purchase shares of the Company’s Common Stock and grants Restricted Stock to its
      outside directors on an periodic basis.  During fiscal 2007, each
      outside director was granted 3,000 shares of Restricted Stock.  These
      shares are to vest ratably at the first, second and third anniversaries of
      the
      grant date.





*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 and indemnity agreements for our
      directors.  No other compensation is provided to our
      directors.




**Non-management
      Directors’ Compensation for Fiscal 2007**




The
      following table shows the compensation received by each of our non-employee
      directors for the fiscal year ended March 31, 2007.




**Name**
              **Fees
                  Earned orPaid in Cash**
                **($)**
              **Stocks
                  Awards**
                **($)(1)**
              **Option
                  Awards**
                **($)**
              **All
                  OtherCompensation**
                **($)**
              **Total**
                **($)**Holli
                  Harris
              16,100
              8,556
              -
              -
              24,656Carol
                  R. Kaufman
              17,150
              6,417
              -
              -
              23,567A.
                  Kenneth Nilsson
              18,200
              10,694
              -
              -
              28,894Julius
                  Y. Oestreicher
              18,200
              8,556
              -
              -
              26,756




(1)
              Represents
                  the dollar amount recognized as expense for financial statement
                  reporting
                  purposes for the fiscal year ended March 31, 2007 in accordance
                  with SFAS
                  123R with respect to restricted stock
                  awards.


20






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




**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 June 30, 2007 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 2007 and
      (iv)
      all directors and executive officers of the Company as a group.




**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
              161,679(6)
              440,000(7)
              
              2.4%
              56.8%
              24.4%Elyse
                  Beth Silverberg
              181,972(8)
              260,500
              
              2.7%
              33.6%
              15.2%Lawrence
                  Pemble
              57,608(9)
              74,500
              
              Less
                  than 1%
              9.6%
              4.4%Julius
                  Y. Oestreicher
              141,480(10)
              0
              
              2.1%
              0%
              1.2%Carol
                  R. Kaufman
              84,360(11)
              0
              
              1.3%
              0%
              Less
                  than 1%A.
                  Kenneth Nilsson
              5,500(12)
              0
              
              Less
                  than 1%
              0%
              Less
                  than 1%Holli
                  Harris
              15,000(13)
              0
              
              Less
                  than 1%
              0%
              Less
                  than 1%Anne
                  Marie Moncure
              9,000
                  (14)
              0
              
              Less
                  than 1%
              0%
              Less
                  than 1%Andrew
                  Edward and Ronit
                Martine
                  Gold
                10835
                  Lockland Road
                Potomac,
                  MD 20854
              628,540(15)
              0
              
              9.5%
              0%
              5.6%Gotham
                  Holdings, L.P.650
                  Fifth Avenue, 6th
                  FloorNew
                  York, NY 10019
              595,000(16)
              0
              
              8.9%
              0%
              5.3%Martin
                  Currie Inc.
                Saltire
                  Court
                20
                  Castle Terrace
                Edinburgh,
                  EH1 2ES
                Scotland
              433,987(17)
              0
              
              6.5%
              0%
              3.8%Federated
                  Investors, Inc.
                Federated
                  Investors Tower
                Pittsburgh,
                  PA 15222
              432,600(18)
              0
              
              6.5%
              0%
              3.8%General
                  Motors Investment
                Management
                  Corporation and JPMorganChase Bank
                767
                  Fifth Avenue
                New
                  York, NY 10153
              364,000(19)
              0
              
              5.5%
              0%
              3.2%All
                  Executive Officers and
                Directors
                  as a Group (8
                persons)
              656,599(20)
              775,000
              
              9.0%
              100.0%
              44.5%


_______________




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






21




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




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




(4)
            The
                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
                6,650,830 shares of Common Stock and 775,000 shares of Class B Common
                Stock outstanding as of June 30,
                2007.




(6)
            Includes
                159,800 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
                159,800 shares underlying options that are currently exercisable
                with
                respect to all of the underlying
                shares.




(9)
            Includes
                56,000 shares underlying options that are currently exercisable with
                respect to all of the underlying
                shares.




(10)
            Represents
                shares underlying options that are currently exercisable with respect
                to
                all of the underlying shares.




(11)
            Represents
                shares underlying options that are currently exercisable with respect
                to
                all of the underlying shares.




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




(13)
            Represents
                shares underlying options that are currently exercisable with respect
                to
                all of the underlying shares.




(14)
            Represents
                shares underlying options that are currently exercisable with respect
                to
                all of the underlying shares.




(15)
            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.




(16)
            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.




(17)
            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.




(18)
            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 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.


22




(19)
            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 Martin Currie Investment Management,
                Ltd. 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.




(20)
            Includes
                625,440 underlying options that are currently exercisable with respect
                to
                all of the underlying shares.




**Equity
      Compensation Plan Information**




The
      following table shows shares reserved for issuance for outstanding awards
      granted under the Company’s 2004 Stock Incentive Plan and 1994 Stock Option Plan
      as of March 31, 2007.  This table does not include the shares which
      will become issuable under the 2007 Stock Incentive Plan upon its approval
      by
      stockholders.




**Plan
                  Category**
              **Number
                  Of Securities**
                **To
                  Be Issued Upon**
                **Exercise
                  Of**
                **Outstanding
                  Options,**
                **Warrants
                  And Rights**
                **(a)**
              **Weighted
                  Average**
                **Exercise
                  Price Of**
                **Outstanding**
                **Options,
                  Warrants**
                **And
                  Rights**
                **(b)**
              **Number
                  Of Securities**
                **Remaining
                  Available**
                **For
                  Issuance Under**
                **Equity
                  Compensation**
                **Plans
                  (Excluding**
                **Securities
                  Reflected In**
                **Column
                  (a))**
                **(c)**Equity
                  compensation plans approved by stockholders
              1,133,643(1)
              $5.23
              19,950(2)Equity
                  compensation plans not approved by stockholders
              -
                  0
                  -
              -
                  0
                  -
              -
                  0
                  -Total
              1,133,643(1)
              
              19,950(2)







(1)
            This
                balance represents shares subject to outstanding stock
                options.  The table does not include shares subject to
                restricted stock awards because such shares are already issued, although
                they are subject to forfeiture.  There were 28,000 shares
                subject to outstanding (unvested) restricted stock awards as of March
                31,
                2007.




(2)
            These
                shares are available for issuance under our 2004 Stock Incentive
                Plan,
                which provides for the grant of stock options, stock appreciation
                rights,
                restricted stock, and restricted stock units.  No additional
                awards may be granted under the 1994 Stock Option
                Plan.








23




**ITEM
                13.**
            **CERTAIN
                RELATIONSHIPS AND RELATED
                TRANSACTIONS.**




None.




**ITEM
                14.**
            **PRINCIPAL
                ACCOUNTANT FEES AND
                SERVICES**




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




**Fiscal
                      Year**
                    **Ended
                      March 31, 2007**
                  
                  **Fiscal
                      Year**
                    **Ended
                      March 31, 2006**Audit
                      Fees: (a)
                  $867,000
                  
                  $299,000Audit-Related
                      Fees: (b)
                  4,000
                  
                  --Tax
                      Fees: (c)
                  2,000
                  
                  25,000All
                      Other Fees: (d)
                  1,000
                  
                  --Total
                  $874,000
                  
                  $324,000
 _____________




(a)
            Represents
                fees for professional services provided in connection with the audit
                of
                our annual financial statements (including services incurred with
                rendering an 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 and consultation services on our stock option
                plan.




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 2007, all services
      were pre-approved by the Audit Committee in accordance with this
      policy.




**PART
      IV**




**ITEM
                15.**
            **EXHIBITS
                AND FINANCIAL STATEMENT
                SCHEDULES**




The
      following exhibits are filed as part of this Report:




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




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




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


24




**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, 2007
            CHINDEX
                INTERNATIONAL, INC.
              
              By:           /s/  Lawrence
                Pemble
              Executive
                Vice President and
              Chief
                Financial Officer