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) October 18, 2010

NEW ORIENTAL ENERGY & CHEMICAL CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-33470	20-1917956
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Xicheng Industrial Zone of Luoshan, Xinyang
Henan Province, The People’s Republic of China	464200

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (86) 27 853 75701

 (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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 October 18, 2010, New Oriental Energy & Chemical Corp. (the “Company”) entered into an Indebtedness Conversion Agreement with Xingyang Hongchang Channel Gas Engineering Co., Ltd. (the “Holder”) for the conversion of $3,010,200 of debt into 3,010,200 shares of common stock of the Company.  The converted debt consisted of loans used to fund the construction of the Company’s methanol production facility.

Item 3.02        Unregistered Sales of Equity Securities

The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02.

The shares of the Company’s common stock were issued to an accredited investor in reliance on exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended.

Item 8.01        Other Events

On October 20, 2010, the Company issued a press release regarding its entry into the conversion agreement with the Holder as described above.  A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01.       Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release of New Oriental Energy & Chemical Corp., dated October 20, 2010.

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:  October 20, 2010

NEW ORIENTAL ENERGY &CHEMICAL CORP.
By:	/s/ Donglai Li
	Name: Donglai Li
	Title:  Chief Financial Officer

EX-99.1

Exhibit 99.1

New Oriental Energy & Chemical Corp. Announces Execution of Indebtedness Conversion Agreement

XINYANG, CHINA--(October 20, 2010) -  New Oriental Energy & Chemical Corp. (NASDAQ: NOEC) (the "Company"), a China-based specialty chemical and emerging coal-based alternative fuel manufacturer, announced today it has executed an Indebtedness Conversion Agreement (the “Agreement”) with Xinyang Hongchang Channel Gas Engineering Co., Ltd. (the “Holder”), a shareholder of the Company.  Under the terms of the Agreement, the Company will issue to the Holder 3,010,200 shares of common stock of the Company in lieu of a cash payment of $US 3,010,200.  The cash amount being converted to shares represents payment to the Holder of a portion of a loan used by the Company to fund construction of the Company’s methanol production facility.

The Company reported that entry into this Agreement is a further step being taken by the Company to achieve compliance with the NASDAQ Stock Market’s minimum shareholder equity requirement of $US 2,500,000, as discussed by the Company in a press release issued by the Company on September 1, 2010.

A more detailed description of the Agreement is available in the Form 8-K the Company filed with the U.S. Securities Exchange Commission today.

About New Oriental Energy & Chemical Corp.

New Oriental Energy & Chemical Corp. (NASDAQ: NOEC) is an emerging coal-based alternative fuels and specialty chemical manufacturer based in Henan Province, in the PRC. The Company's core products are urea and other coal-based chemicals primarily utilized as fertilizers. Future growth is anticipated from its focus on expanding production of coal-based alternative fuels, in particular, methanol, as an additive to gasoline and dimethyl ether (DME), which has been a cheaper, more environmentally friendly alternative to LPG for home heating and cooking, and diesel fuel for cars and buses. All of the Company's sales are made through a network of distribution partners in the PRC. Additional information on the Company is available on its website at www.neworientalenergy.com.

Safe Harbor Statement

This press release may contain forward-looking statements concerning New Oriental Energy & Chemical Corp. The actual results may differ materially depending on a number of risk factors including, but not limited to, the following: general economic and business conditions, development, shipment, market acceptance, additional competition from existing and new competitors, changes in technology or product techniques, and various other factors beyond its control. All forward-looking statements are expressly qualified in their entirety by this Cautionary Statement and the risk factors detailed in the Company's reports filed with the Securities and Exchange Commission. New Oriental Energy & Chemical Corp. undertakes no duty to revise or update any forward-looking statements to reflect events or circumstances after the date of this release.

Contact:

Li Donglai

Chief Financial Officer

New Oriental Energy & Chemical Corp.

Xicheng Industrial Zone of Luoshan, Xinyang

Henan Province, The People's Republic of China

Tel: (011-86) 139-3764-6299