UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 8-K/A

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

         Date of Report (Date of earliest event reported): June 1, 2008

                             Dynacq Healthcare, Inc.
             (Exact name of registrant as specified in its charter)


            Nevada                        000-21574              76-0375477
(State or other jurisdiction of   (Commission File Number)    (I.R.S. Employer
incorporation or organization)                               Identification No.)

                       10304 Interstate 10 East, Suite 369
                              Houston, Texas 77029
              (Address of principal executive offices and zip code)


                                 (713) 378-2000
              (Registrant's telephone number, including area code)

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:

[   ]  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))



Item 1.01    Entry into a Material Definitive Agreement.

         Dynacq Healthcare, Inc. ("Dynacq") previously reported on Form 8-K
filed June 25, 2008, that on April 28, 2008, the Shanghai DeAn Hospital ("DeAn")
had entered into an Agreement to Assign Management ("Management Agreement") with
RuiAn City Department of Health ("RuiAn"), assigning to DeAn the right to manage
the operations, human resources and financials of the RuiAn Hospital beginning
effective June 1, 2008. As a result of subsequent negotiations with RuiAn, the
Management Agreement was changed in the following respects:

     (i)  The party entering into the Management Agreement was changed from DeAn
          to Dynacq Huai Bei  Healthcare,  Inc.  ("Huai  Bei"),  a wholly  owned
          subsidiary of Dynacq  organized under the laws of the Peoples Republic
          of China for the purpose of providing  healthcare  management services
          to hospitals in China.

     (ii) Management of the hospital by Huai Bei will commence only when the new
          hospital  currently under construction is completed and operational in
          October 2009.

    (iii) The amount of existing  liabilities to be discharged within ten years
          by Huai Bei increased from $625,000 U.S. (RMB  $4,300,000) to $883,000
          U.S. (RMB $6,000,000).

In all other respects, the Management Agreement was affirmed as of May 30, 2008.

                                   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.

                                                     Dynacq Healthcare, Inc.


                                                     By: /s/ Philip S. Chan
                                                         ------------------
                                                     Philip S. Chan
                                                     Chief Financial Officer


Date:  November 6, 2008