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):

March 26, 2004

DYNACQ HEALTHCARE, INC.

(Exact name of registrant as specified in charter)

Delaware

(State of Incorporation)

000-21574	76-0375477
(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) 378-2000

(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 March 26, 2004.

Item 9. Regulation FD Disclosure.

On March 26, 2004, the Company issued a press release addressing first quarter estimates, delay in filing of financial reports, and certain other matters. 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.

Item 12. Results of Operations and Financial Condition.

On March 26, 2004, the Company issued a press release announcing a revision in previously announced estimated financial results for the first quarter of fiscal 2004 ending November 30, 2003. A copy of the press release is furnished with this Form 8-K as Exhibit 99.1 and incorporated into this Item 12 by reference.

Limitation on Incorporation by Reference: In accordance with General Instructions B.6. 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.
Dated: March 30, 2004	By:	/s/ Philip S. Chan
		Philip S. Chan Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Dynacq Healthcare, Inc. dated March 26, 2004.

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EX-99.1

EXHIBIT 99.1

Dynacq Healthcare Addresses First Quarter Estimates, Delay in Filing of Financial Reports

HOUSTON—(BUSINESS WIRE)—March 26, 2004—Dynacq Healthcare, Inc. (NASDAQ NM: DYIIE) (the “Company”) announced today that it would not be releasing its financial results for the quarter ended February 29, 2004 by April 14, 2004, the normal filing date for the report. The Company is still in the process of preparing its financial statements for its fiscal year ended August 31, 2003, as well as its financial statements for its quarter ended November 30, 2003. In January of 2004, the Company hired a new independent auditing firm, and is working with this firm to complete the preparation of these financial reports as soon as practicable.

On February 4, 2004, the Company released preliminary financial estimates for its quarter ended November 30, 2003. Such estimates indicated that net patient service revenue, net income and fully diluted earnings per share for its first fiscal quarter ended November 30, 2003 decreased in excess of fifty percent (50%) from the comparable prior year quarter. This estimate was based upon un-reviewed preliminary operating results of the Company’s principal facility, Vista Medical Center Hospital. The net patient revenues earned by the Company’s other facilities, not in operation during the first quarter of 2003, offset the decline at the Company’s principal facility. Therefore, the Company’s total net patient service revenue for the first fiscal quarter ended November 30, 2003, is estimated to be comparable to that reported for the first fiscal quarter of the prior year. We continue to estimate that net income and fully diluted earnings per share will decline more than fifty percent (50%) for the first quarter of fiscal 2004 compared to the first quarter of the prior year.

The estimate announced today is preliminary. The financial statements from which Dynacq’s preliminary earnings estimates are derived have not been reviewed by our new independent auditor, but have been prepared based upon the same accounting policies underlying our prior reported financial statements.

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, including those related to the timing of the completion of our audit for the year ended August 31, 2003, as well as our completion of the preparation of our quarterly reports for the periods ended November 30, 2003 and February 29, 2004, 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 materializes, 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, and our dependence upon completion of required audits and favorable regulatory determinations for availability of financing options and other transactions.

Source: Dynacq Healthcare, Inc.

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