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): February 13, 2004

DYNACQ HEALTHCARE, INC.

(Exact name of registrant as specified in charter)

Delaware	000-20554	76-0375477
(State of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

10304 Interstate 10 East, Suite 369, Houston, Texas 77029

(Address of Principal Executive Offices, including zip code)

(713) 673-6432

(Registrant’s telephone number, including area code)

Item  7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits.

99.1 Press Release of Dynacq Healthcare, Inc. dated February 13, 2004.

Item  9. Regulation FD Disclosure.

On February 13, 2004, the Company issued a press release announcing an executive officer change and an investigation by the Office of the Attorney General of Texas. A copy of the press release is furnished with this Form 8-K as Exhibit 99.1 and incorporated into this Item 9 by reference.

Limitation on Incorporation by Reference: In accordance with General Instructions B.2 of Form 8-K, the information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

SIGNATURE

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.
Date:     February 17, 2004	By:	/s/    Philip S. Chan
		Philip S. Chan Chief Financial Officer

Page 2

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Dynacq Healthcare, Inc. dated February 13, 2004.

Page 3

EX-99.1

EXHIBIT 99.1

Dynacq Healthcare Announces Departure of Executive Officer; Attorney General Investigation

HOUSTON—(BUSINESS WIRE)—February 13, 2004—Dynacq Healthcare, Inc. (NASDAQ NM: DYIIE) (the “Company”) announced today that Sarah C. Garvin has resigned from her position as Executive Vice President and Chief Operating Officer of the Company in order to pursue a career as a healthcare management consultant focusing on project development. She will continue to assist the Company on a consulting basis.

Chiu M. Chan, Chief Executive Officer of the Company, will serve as acting Chief Operating Officer until a replacement can be secured.

The Company has been notified by the Office of the Attorney General of Texas (“AG’s office”) that it is the subject of an investigation of possible violations of the statutes governing the solicitation of patients. The Company believes that such investigation stems from the same allegations that have been asserted in a private lawsuit currently pending against the Company. The Company has denied the allegations in that lawsuit and continues to vigorously defend the suit. The Company has also previously received an inquiry from the AG’s office requesting documentation related to any instances of deaths occurring at the Company’s facilities between January 1, 1999 and January 29, 2004. The Company is cooperating with the Office of the Attorney General on each of these matters, but believes the complaints received by the AG’s office to be without merit.

Dynacq Healthcare, Inc. (www.dynacq.com) is a holding company. Its subsidiaries provide surgical healthcare services and related ancillary services through hospital facilities and outpatient surgical centers.

Statements in this press release concerning the beliefs, expectations, intentions, future events, future performance, and business prospects may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act and are based on a number of risks and uncertainties. If any of these risks and uncertainties materialize, actual results could differ materially from those indicated in the forward-looking statements. The risks and uncertainties that may cause these forward-looking statements to prove to be incorrect include, without limitation, the outcome of discussions with the Securities and Exchange Commission regarding the accounting policies applied in preparation of the Company’s financial statements, the outcome of the pending hearing with regard to delisting of our securities from the Nasdaq National Market, adverse effects of litigation or regulatory actions arising in connection with pending inquiries and/or investigations, protraction of our new audit firm’s review and audit of the Company’s financial statements, inability to obtain required permits, rights or authorizations for a proposed new hospital, inability to negotiate desired terms with proposed joint venture partners, and dependence upon completion of required audits and favorable regulatory determinations for availability of financing options and other transactions.

Source: Dynacq Healthcare, Inc.