UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 11, 2008 China Housing & Land Development Inc. (Exact name of registrant as specified in its charter) Nevada 000-51429 20-1334845 (State or Other (Commission File (IRS Employer Jurisdiction of Number) Identification No.) Incorporation) 6 Youyi Dong Lu, Han Yuan 4 Lou Xi'An, Shaanxi Province, China (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) 710054 (Zip Code) 86-029-82582632 (Registrant's telephone number, including area code) N/A (Former Name or Former Address if Changed Since Last Report) 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 (see General Instruction A.2. below): [_] 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)) 1 Item 5.02 Departure of Directors or Certain officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 2, 2008 (the "Grant Date"), the Board of Directors (the "Board") of China Housing & Land Development Inc. (the "Company"), upon recommendation of the Compensation Committee of the Board ("Compensation Committee"), approved grants of restricted stock awards to certain officers and employees of the Company under the Company's Detailed Implementation Rule for Restrictive Stock Incentive Plan of 2007-2008 (the "Incentive Plan"). The Company has met its performance goals for the fiscal year ending December 31, 2007, and the number of Bonus Shares awarded to each of the officers and employees is set forth below: Name Bonus Shares of the Common Stock Title Mortgaged for Make-Good Provision Bonus Shares of the Common Total Number of Bonus Shares Payment of the Stock Purchase Stock for Performance Agreement Pingji Lu 351,435 60,000 411,435 Chairman & Chief Executive Officer Xiaohong Feng 61,162 45,857 107,019 Chief Operation Officer Genxiang Xiao 47,758 39,643 87,401 Chief Administration Officer Jing Lu 49,645 28,571 78,216 VP & Board Secretary Lei Feng 0 27,429 27,429 Assistant CFO Yulong Wan 0 18,500 18,500 Former CFO Fang Nie 0 15,000 15,000 Finance Supervisor Yun Yang 0 5,000 5,000 Finance Supervisor All of the restricted shares of common stock described above were valued at $2,992,500, the closing price of our common stock on the NASDAQ on July 2, 2008. Item 9.01. Financial Statements and Exhibits. (d) Exhibits N/A 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. Dated: July 15, 2008 CHINA HOUSING & LAND DEVELOPMENT, INC. By: /s/ Pingji Lu --------------- Name: Pingji Lu Title: Chairman & Chief Executive Officer