SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
HUGHES HUBBARD & REED LLP
-------------------------

                                        March 16, 2005

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Avenue, N.W.
Washington, D.C.  20549

             Re:  Amendment No. 1 to Chindex International, Inc. Form 8-K
                  Filed October 4, 2004
                  FILE NO. 000-24624
                  -------------------------------------------------------

Dear Sir or Madam:

          On behalf of our client, Chindex  International,  Inc (the "Company"),
enclosed herewith as  simultaneously  filed with the Commission by EDGAR are two
complete copies, including exhibits, of Amendment No. 1 (the "Amendment") to the
Company's current report on Form 8-K filed October 4, 2004 (the "Form 8-K"), one
copy of which is marked to show  changes  made since the  initial  filing of the
Form 8-K.

          Listed  below are the  Company's  responses  to the  staff's  comments
contained in the staff's  letter to the Company dated October 30, 2004.  For the
staff's  convenience,  each such  comment  is  repeated  below  and  immediately
followed by the Company's corresponding response thereto.

          COMMENT 1. WE URGE ALL PERSONS WHO ARE  RESPONSIBLE  FOR THE  ACCURACY
AND  ADEQUACY  OF THE  DISCLOSURE  IN THE  FILINGS  REVIEWED  BY THE STAFF TO BE
CERTAIN THAT THEY HAVE PROVIDED ALL  INFORMATION  INVESTORS  REQUIRE.  SINCE THE
COMPANY  AND  ITS  MANAGEMENT  ARE IN  POSSESSION  OF ALL  FACTS  RELATING  TO A
COMPANY'S DISCLOSURE,  THEY ARE RESPONSIBLE FOR THE ACCURACY AND ADEQUACY OF THE
DISCLOSURE THEY HAVE MADE. IN CONNECTION WITH RESPONDING TO OUR COMMENTS, PLEASE
PROVIDE, IN WRITING, A STATEMENT FROM THE COMPANY ACKNOWLEDGING THAT:

          o    THE COMPANY IS  RESPONSIBLE  FOR THE ADEQUACY AND ACCURACY OF THE
               DISCLOSURE IN THE FILING;

<PAGE>
          o    STAFF  COMMENTS  OR CHANGES TO  DISCLOSURE  IN  RESPONSE TO STAFF
               COMMENTS  IN THE FILINGS  REVIEWED BY THE STAFF DO NOT  FORECLOSE
               THE COMMISSION FROM TAKING ANY ACTION WITH RESPECT TO THE FILING;

          o    THE COMPANY  MANY NOT ASSERT  STAFF  COMMENTS AS A DEFENSE IN ANY
               PROCEEDING  INITIATED BY THE  COMMISSION  OR ANY PERSON UNDER THE
               FEDERAL SECURITIES LAWS OF THE UNITED STATES.

IN ADDITION,  PLEASE BE ADVISED THAT THE DIVISION OF  ENFORCEMENT  HAS ACCESS TO
ALL INFORMATION YOU PROVIDE TO THE STAFF OF THE DIVISION OF CORPORATION  FINANCE
IN OUR REVIEW OF YOUR FILING OR IN RESPONSE TO OUR COMMENTS ON YOUR FILING.

          RESPONSE  1.  The  Company  acknowledges  and  agrees  to the  matters
referenced above.

          COMMENT 2. FOR EACH  REPORTABLE  EVENT,  PLEASE  REVISE YOUR FILING TO
SPECIFICALLY  ADDRESS  WHETHER ANY COMMITTEE OF THE BOARD OF  DIRECTORS,  OR THE
BOARD OF DIRECTORS,  DISCUSSED THE REPORTABLE EVENT WITH THE FORMER  ACCOUNTANT,
AS REQUIRED BY ITEM 304(A)(1)(IV)(B) AND (V) OF REGULATION S-K.

          RESPONSE  2.  The  Amendment  has been  revised  as  requested  by the
addition of the new penultimate sentence of the third paragraph under Item 4.01.

          COMMENT 3. FOR EACH  REPORTABLE  EVENT,  PLEASE  REVISE YOUR FILING TO
SPECIFICALLY  ADDRESS  WHETHER  YOU HAVE  AUTHORIZED  THE FORMER  ACCOUNTANT  TO
RESPOND  FULLY TO THE INQUIRIES OF A SUCCESSOR  ACCOUNTANT,  AS REQUIRED BY ITEM
304(A)(1)(IV)(C) AND (V) OF REGULATION S-K.

          RESPONSE  3.  The  Amendment  has been  revised  as  requested  by the
addition of the new final sentence of the third paragraph under Item 4.01.

          COMMENT 4. FOR EACH REPORTABLE EVENT, PLEASE ADDRESS,  SUPPLEMENTALLY,
THE  REQUIREMENTS  OF ITEM 304(B) OF REGULATION  S-K. IF THERE WERE ANY MATERIAL
TRANSACTIONS  OR EVENTS SIMILAR TO THOSE  INVOLVED IN THE REPORTABLE  EVENT THAT
YOU ACCOUNTED FOR OR DISCLOSED DIFFERENTLY THAN YOUR PRIOR ACCOUNTANT WOULD HAVE
CONCLUDED  WAS  REQUIRED,  PLEASE  REVISE  YOUR  FILING  TO  PROVIDE  ALL OF THE
DISCLOSURES REQUIRED BY ITEM 304(B).

          RESPONSE 4. The Company  confirms that since the change in accountants
described in the Amendment, there has not been any material transaction or event
similar to those which involved the reportable events described in the Amendment
that were accounted for or disclosed in a manner different from that which Ernst
& Young apparently would have concluded was required.

          COMMENT 5. PLEASE FILE A LETTER FROM THE FORMER ACCOUNTANT  ADDRESSING
THE REVISED DISCLOSURE.

<PAGE>

          RESPONSE  5. A  letter  from  Ernst &  Young  addressing  the  revised
disclosure is attached to Amendment No. 1 as Exhibit 99.2.

          COMMENT 6. FOR EACH REPORTABLE EVENT, PLEASE TELL US, SUPPLEMENTALLY:

          A.   WHETHER THE  REPORTABLE  EVENT  OCCURRED IN ANY PERIOD OTHER THAN
               THE  PERIOD  COVERED  BY THE AUDIT OR REVIEW  UPON WHICH YOU WERE
               ADVISED OF THE EVENT,
          B.   WHETHER THE REPORTABLE  EVENT RESULTED IN AN ACCOUNTING  ERROR IS
               MISAPPLICATION   OF   GAAP,
          C.   IF AN ACCOUNTING ERROR OR  MISAPPLICATION  OF GAAP RESULTED,  THE
               NATURE OF,  AMOUNT OF AND  REASONS  FOR EACH  RESULTING  ERROR OR
               MISAPPLICATION,
          D.   WHETHER  OR NOT YOU  RESTATED  (OR INTEND TO  RESTATE)  ANY PRIOR
               PERIOD,  AND, IF NOT,  WHY,
          E.   IN  DETAIL,  ALL THE STEPS  YOU HAVE  TAKEN (OR PLAN TO TAKE) AND
               PROCEDURES YOU HAVE IMPLEMENTED (OR PLAN TO IMPLEMENT) TO CORRECT
               EACH CONCERN.

          RESPONSE 6A. Since the  reportable  events were  identified by Ernst &
Young as material weaknesses, such material weaknesses may have existed prior to
the time that the Company was advised thereof.

          RESPONSE 6B. No reportable  event resulted in an accounting error or a
misapplication of GAAP.

          RESPONSE 6C. Not applicable.

          RESPONSE 6D. No  prior  period was  restated  and the Company does not
intend to restate any prior period as a result of the reportable events because,
as noted above,  no reportable  event resulted in or is expected to result in an
accounting error, a misapplication of GAAP or other consequence requiring such a
restatement.

          RESPONSE 6E. The Company  respectfully  notes that it has disclosed in
the Exhibit 99.1 to the Amendment the steps taken and procedures  implemented to
correct each concern.

          COMMENT 7. REGARDING EACH REPORTABLE EVENT, PLEASE PROVIDE US WITH ANY
LETTER OR WRITTEN COMMUNICATION TO AND FROM THE FORMER ACCOUNTANTS,  FROM AND TO
MANAGEMENT OR AUDIT OR SIMILAR COMMITTEE OF THE BOARD OF DIRECTORS, OR THE BOARD
OF DIRECTORS, IF YOU HAVE NO SUCH COMMITTEE.

          RESPONSE  7. The  Company  respectfully  notes that it has advised the
staff regarding all such  communications,  which are not, subject to the staff's
objection, attached hereto.

<PAGE>

          COMMENT 8. PLEASE  PROVIDE US WITH A SCHEDULE OF YOUR  ADJUSTMENTS  TO
CLOSE THE BOOKS FOR THE  QUARTER  AND YEAR ENDED MARCH 31,  2004.  IN  ADDITION,
PLEASE PROVIDE A SEPARATE SCHEDULE OF ADJUSTMENTS RECORDED IN CONNECTION WITH OR
AS A RESULT OF THE RELATED  AUDIT.  IN THIS REGARD,  FOR EACH  SCHEDULE,  PLEASE
QUANTIFY  THE NET  EFFECT OF ALL  ADJUSTMENTS  ON  PRE-TAX  NET  INCOME  (LOSS).
FURTHERMORE, FOR EACH ADJUSTMENT PLEASE:

          A.   CLEARLY  EXPLAIN THE REASON FOR EACH  ADJUSTMENT,
          B.   SHOW US THE  IMPACT OF EACH  ADJUSTMENT  ON  PRE-TAX  NET  INCOME
               (LOSS),
          C.   TELL US WHY EACH ADJUSTMENT DOES NOT RELATE TO A PRIOR QUARTER OR
               YEAR,
          D.   EXPLAIN IN DETAIL WHY YOU BELIEVE  THE TIMING OF EACH  ADJUSTMENT
               IS APPROPRIATE.

          RESPONSE 8. The following are the  adjustments  to close the books for
the quarter and fiscal year ended March 31, 2004:

          (1): Record loan to NFAL JV entered into by Chindex:

               Debit  Notes  Receivable                        $220,000
               Credit Accrued Liabilities                      $220,000

               In March,  the Company  entered into a loan agreement with its JV
               partners to fund additional monies to the NFAL joint venture. The
               Company  recognized  the  amount of this  liability  at year end,
               since the loan  commitment  was made but the  payment had not yet
               been transferred.

          (2): Record write-down of NFAL investment:

               Debit Loss on Equity Investment                 $220,000
               Credit Equity Investment                        $220,000

               The Company  wrote-down  the  investment in its NFAL JV pending a
               review  of  the  NFAL  March  31  financials  and  current  short
               projections.  This  investment  was  recorded  down to a net zero
               investment  and  there  is  still no  operating  profit  for this
               venture at this time.

          (3): Record write-down of Lunar and Nova inventory due to cancellation
               of distributor relationship:

               Debit Spare Parts Cost of Goods                 $153,863
               Credit Spare Parts Inventory                    $153,863

               The Company failed to renew the two  distributorships and at year
               end and the status and  salability  of the spare parts  inventory
               was unknown.  Since then, the Company has only be able to secure,

<PAGE>

               recently, some repayment for the Nova inventory after significant
               negotiations  between senior management of both Chindex and Nova.
               No repayment from Lunar will be received.

          (4): Record write-down of Lunar and Nova  demonstration  inventory due
               to cancellation of distributor relationship:

               Debit Demo Cost of Goods                         $28,435
               Credit Demonstration Inventory                   $28,435

               The Company failed to renew the two  distributorships and at year
               end the status and salability of the demonstration  inventory was
               unknown.  Since  then,  the  Company  has been unable to sell the
               demos to any parties.

               Here is the schedule for the above adjustments  recorded prior to
               the audit:

               Pretax preaudit loss before adjustments      $(1,191,844)
                 adjustment 1                                  0 (no impact to
                                                               income statement)
                 adjustment 2                                  (220,000)
                 adjustment 3                                  (153,863)
                 adjustment 4                                   (28,435)

               Net pretax preaudit loss after adjustments   $(1,594,142)

          The  following  are the year-end  audit  adjustments  that the Company
          booked as of March 31, 2004:

          (5): Spare Parts Inventory Discrepancy between book value and detail:

               Debit Cost of Goods Expense                     $169,262.96
               Credit Spare Parts Inventory                    $169,262.96

               As a result of the audit,  the Company  discovered that a similar
               amount of profit was  recorded for the sale of these parts from a
               joint venture to the Company's TJ  subsidiary.  The profit should
               not have been  recognized and therefore this adjusting  entry was
               required to correct the consolidation.

          (6): Reserve for Bad Debts increase related to old receivables

<PAGE>

               Debit Bad Debt Expense                          $160,000
               Credit Allowance for Bad Debt                   $160,000

               During  the  year-end   audit,   the  review  of  the  hospital's
               receivables  discovered a listing of older  receivables that were
               being  reprocessed  for  collection,  but collection  efforts had
               stalled significantly.

               The  receivable  reserve did not fully reflect these  outstanding
               amounts. Accordingly, the Company increased its reserve.

          (7): Increase to Tax Reserve:

               Debit Deferred Tax Asset                        $928,000
               Debit Income Tax Expense                        $379,000
               Credit Deferred Tax Asset                     $1,307,000

               The  quarter-end  tax  adjustment  was  not  recorded  until  the
               completion  of  the  audit  and   reconciliation  of  the  FAS109
               worksheets and tax calculations was completed. This entry records
               the net change in taxes required for this final reconciliation.

               Net pretax preaudit loss after adjustments   $(1,594,142)
                 adjustment 5                                  (169,263)
                 adjustment 6                                  (160,000)

               Net pretax loss after audit adjustments      $(1,923,405)

                                    * * * * *

          As noted above,  the Company  would very much  appreciate  the staff's
submission of any further comments at the staff's very earliest opportunity.  In
the event that the staff has any interim  questions or  comments,  please do not
hesitate to call the undersigned at the telephone number set forth above.  Thank
you.

                                        Very truly yours,

                                        /S/ GARY J. SIMON

                                        Gary J. Simon

cc: Robert C. Goodwin, Jr.
     Executive Vice President-Operations
     and General Counsel, Chindex International, Inc.

Enclosure

</TEXT>
</DOCUMENT>