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): May 2, 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 8.01 Other Events

On May 2, 2005, Dynacq Healthcare, Inc. (the “Company”) issued a press release announcing that the Nasdaq Stock Market had approved the Company’s application to list its common stock on The Nasdaq SmallCap Market. The Nasdaq Stock Market reserved “DYII” as the trading symbol for the Company’s common stock. The Company’s shares will commence trading on the Nasdaq SmallCap on Tuesday, May 3, 2005. A copy of the press release is attached as an exhibit.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

Exhibit Number	Description
Exhibit 99.1	Press Release dated May 2, 2005.

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: May 2, 2005.

Exhibit Index

Exhibit Number	Description
*Exhibit 99.1	Press Release dated May 2, 2005.

* Filed herewith

EX-99.1

EXHIBIT 99.1

Dynacq Healthcare, Inc. Approved for Nasdaq SmallCap Market Listing

HOUSTON—(BUSINESS WIRE)—May 2, 2005—Dynacq Healthcare, Inc. (OTCBB:DYII - News; “Dynacq”) announced that The Nasdaq Stock Market has approved its application for its common stock to be listed on the Nasdaq SmallCap Market. The Company’s shares will commence trading on the Nasdaq SmallCap on Tuesday, May 3, 2005, under the trading symbol “DYII”. The Company’s shares are currently quoted on the NASD Bulletin Board under the symbol “DYII.OB”.

Commenting on the listing, Alan Beauchamp, Dynacq’s Chief Operating Officer, stated, “We are very pleased that we have satisfied one of our strategic goals. We believe that our Nasdaq SmallCap Market listing should enhance the Company’s visibility to the investment community and create a more efficient trade execution process for our shareholders.”

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