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): February 16, 2006

                                  ZHONGPIN INC.
             (Exact Name of Registrant as Specified in Its Charter)

          DELAWARE                     333-112111                54-2100419
- ----------------------------    -------------------------    -------------------
(State or Other Jurisdiction    (Commission File Number)      (I.R.S. Employer
      of Incorporation)                                      Identification No.)


        21 CHANGSHE ROAD, CHANGGE. HENAN PROVINCE, PRC
        ------------------------------------------------     ------------
        (Address of Principal Executive Offices)             (Zip Code)

     (Registrant's telephone number, including area code) 011 86 374-6216633

 U.S. Contact: c/o DeHeng Chen Chan LLC, 225 Broadway, Suite 1910, New York, NY,
              tel: (212) 608-6500, Attention: Wesley J. Paul, Esq.

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

         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):

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

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

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

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



SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.


On February 28, 2006,  we received  all of the  signatures  of the parties to an
amendment agreement (the "Amendment"), which became effective as of February 21,
2006. We entered into the Amendment  with Falcon Link  Investment  Limited,  our
wholly-owned   subsidiary   ("Falcon   Link"),   D.H.   Vermoegensverwaltung-und
Beteiligungsgellschaft and the purchasers named therein.

The parties entered into the Amendment to amend the schedule of investors to the
Securities  Purchase  Agreement,  dated as of January 30, 2006, by and among us,
Falcon Link and the purchasers  named therein (the "Purchase  Agreement") and to
the Registration Rights Agreement, dated as of January 30, 2006, by and among us
and the  investors  named therein (the  "Registration  Rights  Agreement").  The
schedules  of  investors  to  these  agreements  were  amended  to  reflect  the
cancellation  by one of  the  purchasers  of its  investment  in  shares  of our
preferred  stock  under  the  Purchase  Agreement  and the  purchase  by new and
existing  purchasers of those shares of preferred stock. The canceling purchaser
did not  delivered its purchase  price for the shares to the escrow  agent.  The
purchase of the shares of preferred stock by the new and existing  investors was
made subject to the terms of the Purchase Agreement,  and the Amendment made the
new investors  party to the Purchase  Agreement and to the  Registration  Rights
Agreement.

In  connection  with the  Amendment,  we  entered  into an  Amendment  to Escrow
Agreement,  dated as of February  21,  2006,  by and among Law  Debenture  Trust
Company of New York and the  stockholders  named  therein.  The Amendment to the
Escrow  Agreement  amended the  Schedule B to the original  Escrow  Agreement to
reflect the change in investors pursuant to the Amendment.



                                   SIGNATURES

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



                                        ZHONGPIN INC.


Dated: March 6, 2006                    By: /s/ XIANFU ZHU
                                            -----------------------------
                                            Name: XIANFU ZHU
                                            Title: CEO and Chairman