Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 3, 2009, Synthesis Energy Systems, Inc. (the "Company") filed a Current Report on Form 8-K (the "8-K") with the Securities and Exchange Commission which disclosed, among other things, the terms of a new compensation plan for the members of the Company's board of directors which was approved effective March 31, 2009. That disclosure stated that the new director compensation plan was in lieu of the prior cash fees of $1,500 paid quarterly to the members of the board of directors. However, the new director compensation plan is in addition to the quarterly cash fees. In addition, the disclosure stated that the annual option grants under the new compensation plan would vest as to 25% of the shares on each of the first four anniversary dates after the date of the grant, beginning on the first anniversary of the grant. However, such annual option grants will vest as to 25% on March 31, June 30, September 30 and December 31 of the year in which the option is granted.
This Amendment No. 1 on Form 8-K/A is being filed to amend the 8-K to make these changes. There are no other changes to the disclosure contained in the 8-K.

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