8-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1 to

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 27, 2007

SYNUTRA INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33397	13-4306188
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)

2275 Research Blvd., Suite 500

Rockville, MD 20850

(Address of principal executive offices including Zip Code)

(301) 840-3888

(Registrant’s telephone number, including area code)

(Not applicable)

(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:

[ ] 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))

As used in this report, the “Company” or “us” or “we” or “our” refer to Synutra International, Inc., unless the context otherwise requires.

SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS

Item 4.01. Changes in Registrant’s Certifying Accountant.

We hereby amend our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 27, 2007, in its entirety to read as follows.

(a) Change in Certifying Accountant

On July 27, 2007, we dismissed our independent registered public accounting firm engaged to audit our financial statements, because the growth and size of our operations requires us to select an accountant with greater resources and a more global scale. The dismissal was effective immediately and was approved by the Audit Committee of our Board of Directors.

Rotenberg’s audit reports on the Company’s consolidated financial statements for the years ended March 31, 2007 and 2006 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

In connection with the audits of the Company’s financial statements for each of the fiscal years ended March 31, 2007 and 2006 and through the date of this Form 8-K, there were no disagreements between the Company and Rotenberg on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Rotenberg's satisfaction, would have caused Rotenberg to make reference to the subject matter in their report on the Company's consolidated financial statements for such years; and there were no reportable events, as listed in Item 304(a)(1)(v) of Regulation S-K.

A letter from Rotenberg addressed to the Securities and Exchange Commission stating whether or not Rotenberg agrees with the statements set forth above is attached hereto as Exhibit 16.1.

(b) Engagement of Independent Auditor

On July 27, 2007, we engaged Deloitte Touche Tohmatsu CPA Ltd. (“DTTC”) as our new independent auditors. The engagement was approved by the Audit Committee of our Board of Directors. No relationship existed in any manner between DTTC and us prior to the date we engaged DTTC.

A copy of the press release announcing the change in independent accountants is attached as Exhibit 99.1 to this report.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits:

Exhibit No.	Document
16.1	Letter from Rotenberg & Co., LLP to Securities and Exchange Commission dated August 7, 2007.
99.1	Synutra International, Inc. Press Release dated July 27, 2007.

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.

	SYNUTRA INTERNATIONAL, INC.
	(Registrant)
Dated: August 8, 2007	By:	/s/ Weiguo Zhang
	Name:	Weiguo Zhang
	Title:	President and Chief Operating Officer

EXHIBIT INDEX

Exhibit No.	Document
16.1	Letter from Rotenberg & Co., LLP to Securities and Exchange Commission dated August 7, 2007.
99.1	Synutra International, Inc. Press Release dated July 27, 2007.

EX-16.1

CORRESP

Synutra International, Inc.

2275 Research Blvd., Suite 500

Rockville, MD 20850

U.S.A.

301-840-3888

301-987-2346 fax

www.synutra.com

August 08, 2007

Mail Stop3561

Via facsimile (202-772-9206) and Edgar

U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attention:	Raquel Howard
	Staff Accountant
	Division of Corporate Finance
Re:	Synutra International, Inc.
	Item 4.01 Form 8-K
	Filed July 27, 2007
	File No. 001-33397

Dear Ms. Howard:

On behalf of Synutra International, Inc. (the “Company”), this letter is being sent in response to the U.S. Securities and Exchange Commission (the “Commission”) letter of comment dated August 1, 2007 (the “Comment Letter”), with respect to the above-referenced current report on Form 8-K (the “Current Report”) that has been filed with the Commission. Set forth below are the Company’s responses to the Commission’s comments. For the convenience of the staff of the Commission, each of the Commission’s comments is set out immediately preceding the corresponding response.

Transmitted herewith is a revised Form 8-K/A, as filed with the SEC, which reflects certain changes, as indicated below, based on the Comment Letter.

In connection with responding to the Commission’s comments, the Company acknowledges that:

· the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

· staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

· the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Comments

1.SEC Comment

We note your disclosure that you replaced Rotenberg & Co., LLP with Deloitte Touche Tohmatsu, CPA Ltd, as your independent accounting firm. Please revise your disclosure to clarify whether your former accountant resigned, declined to stand for re-election or was dismissed and the date, as required by Item 304(a)(1)(i) of Regulation S-B.

Response

In response to the Commission’s comment, the Company has revised the disclosure in the Current Report to clarify that Rotenberg & Co., LLP was dismissed as of July 27^th, 2007. We are concurrently filing an amended current report on Form 8-K/A.

2.SEC Comment

Please obtain and file an Exhibit 16 letter from your former accountant stating whether the former accountant agrees with your revised Item 304 disclosures, or the extent to which the accountant does not agree.

Response

The Company is concurrently filing an updated Exhibit 16 letter from Rotenberg & Co., LLP regarding the statements made in our amended current report on Form 8-K/A.

* * * * * *

Should you have any further questions, please do not hesitate to contact the undersigned at (301) 840-3888.

Very truly yours,

Weiguo Zhang

President and Chief Operating Officer

Synutra International, Inc.

Cc:  Robert T. Plesnarski

O’Melveney & Myers LLP

1625 Eye Street, NW

Washington, DC 20006-4001

202-383-5300