8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 15, 2008

Sinoenergy Corporation

(Exact name of registrant as specified in its charter)

Nevada	0-30017	84-1491682
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1603-1604, Tower B Fortune Centre Ao City, Beiyuan Road, Chaoyang District,

Beijing China, 100107

(Address of principal executive offices)

Registrant’s telephone number, including area code: 86-10-84928149

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Sinoenergy Corporation (the “Company”) has entered into supplemental indenture, dated June 23, 2008, relating to the Company’s 3% Guaranteed Senior Convertible Notes due 2012 in the principal amount of $14,000,000. The supplemental indenture provided for a deferral to June 28, 2008 of the adjustment in the conversion price otherwise to be made on March 28, 2008. The supplemental indenture became effective on July 15, 2008, when it was signed by the indenture trustee. As a result of the supplemental indenture, effective June 28, 2008, the conversion price of the convertible notes was reduced from $6.34 per share to $5.125 per share, such prices giving effect to the one-for-two reverse split. A copy of the supplemental indenture is filed as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

Exhibits

99.1 Supplemental Indenture No. 1 dated June 23, 2008, to the Indenture among by and among the Company, its subsidiary, Sinoenergy Holding Limited, DB Trustees (Hong Kong) Limited, as Trustee and Collateral Agent, and Deutsche Bank AG, Hong Kong Branch, as Paying Agent and Conversion Agent.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SINOENERGY CORPORATION (Registrant)
Date: July 21, 2008		/s/    Huang Bo
		Huang Bo, Chief Executive Officer

EX-99.1

SUPPLEMENTAL INDENTURE No. 1

Supplemental Indenture No. 1, dated June 23, 2008, to the Indenture (the “Indenture”) by and among by and among Sinoenergy Corporation, a Nevada corporation, Sinoenergy Holding Limited, a British Virgin Islands corporation as a Guarantor thereunder, DB Trustees (Hong Kong) Limited, as Trustee and Collateral Agent thereunder and Deutsche Bank AG, Hong Kong Branch as Paying Agent and Conversion Agent thereunder.

WITNESSETH:

WHEREAS, the board of directors has adopted a resolution approving the terms of this Supplemental Indenture; and

WHEREAS, the holders of all of the Notes, as defined in the Indenture, have approved the terms of this Supplemental Indenture;

WHEREFORE, the Company and the Trustee do hereby agree as follows:

1. All terms used in this Supplemental Indenture and defined in the Indenture shall have the same meanings in this Supplemental Indenture as in the Indenture.

2. Section 14.05(g) of the Indenture is hereby amended to read as follows:

(g)(i) No adjustment in the Conversion Rate based on VWAP shall be made with respect to March 28, 2008. On June 28, 2008, the Conversion Rate shall be adjusted to equal the quotient obtained by dividing (i) $100,000 by (ii) the lesser of (x) $2.5625 or (y) the simple arithmetic average of the VWAPs as shown on Bloomberg for the twenty Trading Days preceding June 28, 2008.

(ii)On September 28 and March 28 of each year, beginning with September 28, 2008, the Conversion Rate shall be adjusted to equal the quotient obtained by dividing (i) $100,000 by (ii) the Trading Reference VWAP; provided that no such adjustment shall be made if the number of shares issuable upon conversion of the Notes at such adjusted Conversion Rate would be lower than the number of shares issuable at the existing Conversion Rate (after giving effect to prior adjustments permitted pursuant to this clause).

3. Any direct or indirect references in the Indenture to Trading Reference VWAP for March 28, 2008 shall be deemed to relate to June 28, 2008.

4. Except as amended by this Supplemental Indenture, the Indenture shall remain in full force and effect.

5. Pursuant to Section 8.02 of the Indenture, this Supplemental Indenture is being executed by the Company and the Trustee, with the consent of all of the holders of the Notes.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed.

SINOENERGY CORPORATION

By:  /s/Bo Huang

Bo Huang, Chief Executive Officer

DB TRUSTEES (HONG KONG) LIMITED,

as Trustee

By:/s/ Aric Kay-Russell

Name: Aric Kay-Russell

Title:Director

By:/s/ Chiu Kin Wing Edward                  

Name: Chiu Kin Wang Edward

Title: Authorized Signatory

The undersigned, constituting all of the holders of the Notes, hereby consent to Supplemental Indenture No.1.

ABAX LOTUS LTD.

By:/s/ Jamie Tadelis

Name: Jamie Tadelis

Title: General Counsel

CCIF PETROL LIMITED

By:/s/ Andrew Lo

Name: Andrew Lo

Title: Authorized Signatory

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