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): April 29, 2005

Dynacq Healthcare, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-21574	76-0375477
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer 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

On April 29, 2005, Dynacq Healthcare, Inc. executed a letter amendment to its Reducing Revolver Loan and Security Agreement and related guarantee agreements (collectively, the “Agreement”). Dynacq and the lender, Merrill Lynch Business Financial Services Inc., amended the Agreement to set the maturity date of the obligations under the Agreement at May 31, 2005. The press release dated April 29, 2005, announcing the amendment is attached as an exhibit to this Form 8-K and is incorporated herein by reference.

As of the close of business on April 29, 2005, approximately $5.6 million, which includes accrued interest, remains outstanding under the Agreement. Dynacq intends to refinance or repay such amounts prior to the maturity date. If Dynacq is unable to repay all outstanding balances by the maturity date, the lender may assess a late charge in the amount of 5% of the then outstanding obligations, immediately initiate legal proceedings, and proceed against Dynacq’s assets to satisfy its obligations under the Agreement. Dynacq’s obligations under the Agreement are secured by substantially all of its assets.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

Exhibit Number	Description
*Exhibit 10.1	Letter Agreement dated April 28, 2005, between the Company and Merrill Lynch Business Financial Services, Inc.
*Exhibit 99.1	Press Release dated April 29, 2005.

* Filed herewith

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: April 29, 2005

Exhibit Index

Exhibit Number	Description
*Exhibit 10.1	Letter Agreement dated April 28, 2005, between the Company and Merrill Lynch Business Financial Services, Inc.
*Exhibit 99.1	Press Release dated April 29, 2005.

* Filed herewith

EX-10.1

EXHIBIT 10.1

Merrill Lynch Business Financial Services Inc. 222 North LaSalle Street 17th Floor Chicago, Illinois 60601 (312) 499-3116 (312) 499-3254 FAX thomas_hunt@ml.com April 28, 2005

VIA: Overnight Mail and Facsimile (713) 673-1966

Ms. Holly Hubenak

Dynacq Healthcare, Inc.

10304 Interstate 10 East

Suite 369

Houston, TX 77029

RE: WORKING CAPITAL MANAGEMENT ACCOUNT (“WCMA”) NO. 58207L53

Dear Ms. Hubenak,

As you are aware, the above-numbered WCMA Line of Credit will expire on May 1, 2005. Consequently, as an accommodation to you, the WCMA Line of Credit has been extended to May 31, 2005.

As a part of the extension, MLBFS will charge a $1,000 extension fee. The fee shall be deemed fully earned by MLBFS upon Customer’s acceptance hereof, and shall not be refundable under any circumstances. Customer hereby authorizes and directs MLBFS to charge to and pay out of its WCMA Account No. 58207L53 such $1,000.00 fee.

Please return this original signed document to my attention at the address above at your earliest convenience. Should you have any questions in this matter, or if there is any other way I can be of assistance, please feel free to contact me at (312) 499-3116.

Sincerely,

/s/ Thomas Hunt

Thomas Hunt

Senior Credit Manager

Acknowledged and Agreed:

Dynacq Healthcare, Inc

By:	/s/ Alan Beauchamp
Printed Name: Alan Beauchamp
Title:	Executive Vice President and
	Chief Operating Officer

EX-99.1

EXHIBIT 99.1

Dynacq Healthcare Inc. Extends Maturity of Revolving Credit Facility

HOUSTON—(BUSINESS WIRE)—April 29, 2005—Dynacq Healthcare, Inc. (OTCBB:DYII - News; “Dynacq”) announced today that it has executed an amendment to its $6 million revolving credit facility to set the maturity date of the obligations under the facility to May 31, 2005. Currently, approximately $5.6 million are outstanding under the revolving credit facility. Dynacq intends to either refinance the amounts due or repay all outstanding amounts by such final maturity date.

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.

Certain statements included in this press release, which are not historical facts, are forward-looking statements. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent our expectations or beliefs and involve certain risks and uncertainties, including those described in our public filings with the United States Securities and Exchange Commission; also including, but not limited to, changes in interest rates, competitive pressures, changes in customer mix, changes in third party reimbursement rates, financial stability of major customers, changes in government regulations or the interpretation of these regulations, changes in supplier relationships, growth opportunities, cost savings, revenue enhancements, synergies and other benefits anticipated from acquisition transactions, difficulties relative to integrating acquired businesses, the accounting and tax treatment of acquisitions, and asserted and unasserted claims, which could cause actual results to differ from those in the forward-looking statements. The forward-looking statements by their nature involve substantial risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending on a variety of important factors. You are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date herein.

Contact:

Dynacq Healthcare Inc., Houston

Christina L. Gutel-Williams, 713-378-2000

christina.gutel@dynacq.com