SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* CITADEL L P (Last) (First) (Middle) C/O CITADEL INVESTMENT GROUP LLC 131 S. DEARBORN STREET, 32ND FL (Street) CHICAGO IL 60603 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/28/2008	3. Issuer Name and Ticker or Trading Symbol CHINA SHEN ZHOU MINING & RESOURCES, INC. [ SHZ ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) See note 1 in Remarks below	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	16,787,000(1)	D(2)
Common Stock	2,428	D(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
6.75% SENIOR CONVERTIBLE NOTES	12/27/2006	12/27/2012	Common Stock	12,444,444(4)	$2.25	D(2)

1. Name and Address of Reporting Person* CITADEL L P (Last) (First) (Middle) C/O CITADEL INVESTMENT GROUP LLC 131 S. DEARBORN STREET, 32ND FL (Street) CHICAGO IL 60603 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See note 1 in Remarks below

1. Name and Address of Reporting Person* CITADEL INVESTMENT GROUP LLC (Last) (First) (Middle) 131 S. DEARBORN STREET, 32ND FLOOR (Street) CHICAGO IL 60603 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See note 1 in Remarks below

1. Name and Address of Reporting Person* CITADEL EQUITY FUND LTD (Last) (First) (Middle) C/O CITADEL INVESTMENT GROUP, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR (Street) CHICAGO IL 60603 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See note 1 in Remarks below

1. Name and Address of Reporting Person* GRIFFIN KENNETH C (Last) (First) (Middle) C/O CITADEL INVESTMENT GROUP, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR (Street) CHICAGO IL 60603 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See note 1 in Remarks below

1. Name and Address of Reporting Person* CITADEL HOLDINGS I LP (Last) (First) (Middle) C/O CITADEL INVESTMENT GROUP II, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR (Street) CHICAGO IL 60603 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See note 1 in Remarks below

1. Name and Address of Reporting Person* Citadel Derivatives Group, LLC (Last) (First) (Middle) C/O CITADEL INVESTMENT GROUP II, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR (Street) CHICAGO IL 60603 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See note 1 in Remarks below

1. Name and Address of Reporting Person* CITADEL INVESTMENT GROUP II, L.L.C. (Last) (First) (Middle) 131 S. DEARBORN STREET, 32ND FLOOR (Street) CHICAGO IL 60603 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See note 1 in Remarks below

Explanation of Responses:

1. The Reporting Persons beneficially own certain Notes of the Issuer issued under an Indenture (each as defined below). At the time that the Indenture was entered into and the Notes were issued, Ms. Yu Xiao Jing and Mr. Xu Xue Ming (collectively, the "Pledgors") entered into a pledge agreement with The Bank of New York, as collateral agent (the "Pledge Agreement") pursuant to which they pledged, respectively 14,917,000 and 1,870,000 shares of common stock, no par value ("Common Shares") of the Issuer (the "Pledged Shares"). As secured creditors with respect to the Pledged Shares, the Reporting Persons may be deemed to beneficially own the Pledged Shares if the Issuer and/or the Pledgors are in default. The Reporting Persons disclaim any pecuniary interest in the Pledged Shares.

2. These securities are owned by Citadel Equity Fund, Ltd.

3. These securities are owned by Citadel Derivatives Group LLC.

4. The Notes would be convertible into 12,444,444 Common Shares (the "Note Shares") but for the limitation set forth in this paragraph. Pursuant to the First Supplemental Indenture, dated May 17, 2007, in no event are the Reporting Persons entitled to convert any portion of the Notes for any number of Note Shares that, upon giving effect to such conversion, would cause the aggregate number of Common Shares owned by the Reporting Persons and its affiliates to exceed 9.99% of the outstanding Common Shares immediately after giving effect to such conversion. As a result, the number of shares reported as beneficially owned by the Reporting Persons is equal to 2,465,537, or 9.99% of the issued and outstanding shares of the Common Shares.

Remarks:

Note 1: The Reporting Persons beneficially own 2,428 Common Shares and $28,000,000 in principal face amount of the Issuer's 6.75% Senior Convertible Notes Due 2012 (the "Notes"). As noted above, the Notes are subject to a blocker provision such that the Reporting Persons are not entitled to convert any portion of the Notes for any number of Note Shares that, upon giving effect to such conversion, would cause the aggregate number of Common Shares owned by the Reporting Persons and its affiliates to exceed 9.99% of the outstanding Common Shares immediately after giving effect to such conversion. The Reporting Persons may also be deemed to beneficially own the Pledged Shares. The Notes were issued under an Indenture between the Issuer and The Bank of New York, as indenture trustee, dated December 27, 2006 (as amended or supplemented, the "Indenture"). The Indenture includes a requirement that the Issuer achieve certain EBITDA targets by certain dates; if the Issuer fails to meet those EBITDA targets for two quarters, it constitutes a default under the Indenture. On August 14, 2008, the Issuer filed a Form 10-Q with the Securities and Exchange Commission that included reporting of EBITDA for the quarter ended June 30, 2008 that constituted the second quarterly failure to achieve the EBITDA targets mandated by the Indenture. As secured creditors with respect to the Pledged Shares, the Reporting Persons may be deemed to beneficially own the Pledged Shares if the Issuer and/or the Pledgors are in default. If the Reporting Persons are deemed to be beneficial owners of the Pledged Shares they would be deemed to be 10% owners for purposes of this Form 3. Note 2: Each of the Reporting Persons expressly disclaims beneficial ownership of the securities described herein except to the extent of such person's pecuniary interest therein.

	/s/ John C. Nagel, Authorized Signatory	12/08/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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