FORWARD-LOOKING STATEMENTS

Some of the statements contained in this Form 10-Q that are not historical facts are forward-looking statements, which can be identified by the use of terminology such as estimates, projects, plans, believes, expects, anticipates, intends, or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Form 10-Q, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties, and other factors affecting our operations, market growth, services, products, and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events and conditions that may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation: our ability to attract and retain management, and to integrate and maintain technical information and management information systems; our ability to raise capital when needed and on acceptable terms and conditions; the intensity of competition; and general economic conditions.

All written and oral forward-looking statements made in connection with this Form 10-Q that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.

BUSINESS

China Housing & Land Development, Inc., is a leading developer of residential and commercial properties in northwest China. The Company is based in Xi'an, the capital city of China's Shaanxi province. Since 1992, China Housing has been engaged in the acquisition, development, management, and sales of residential and commercial real estate properties and land through its subsidiaries in China.

China Housing & Land Development is the first and only Chinese real estate development company traded on NASDAQ.

By leveraging its strong background and capabilities, China Housing & Land Development has been able to capitalize on the supply of available land and develop residential and commercial properties, further increase China Housing's brand recognition, and outperform its competitors in the development of medium size residential and commercial real estate projects in greater Xi'an.

China Housing & Land Development is the leading non-government middle-and-upper income residential real estate development company in Xi'an.

Our Property Projects

We provide three fundamental types of real estate development products:

? High-rise apartment buildings, typically 12 to 28 stories high, usually of steel-reinforced concrete, that are completed within approximately 24 months of securing all required permits.

? Mid-rise apartment buildings, typically 7 to 11 stories high, usually of steel-reinforced concrete, that are completed within 12 to 18 months of securing all required permits.

? Low-rise apartment buildings and villas, typically 2 to 6 stories high, often of steel-reinforced concrete, that are completed within about 12 months of securing all required permits.

Our projects can be classified into one of four stages of development:

? Projects under construction, where the building construction has started but has not yet been completed;

? Projects in process, which include developments where we have typically secured the development and land use rights, and where the site planning, architecture, engineering, and infrastructure work is progressing;

? Projects in planning, where we have purchased the development and or land use rights for parcels of land as part of our project development pipeline. The completion of projects on these sites is subject to adequate financing, permits, licensing, and certain market conditions; and

? Completed projects, where the construction has been finished and most of the units in the buildings have been sold, leased, or rented.

Projects under construction

                                                             Actual or
                                             Actual or       Estimated                                            Sold GFA by
                                             Estimated        Pre-sale           Total Site                       March 31,
                           Type of          Construction    Commencement            Area          Total GFA          2009
  Project name            Projects             Period           Date                (m2)            (m2)             (m2)
   JunJing II         Multi-Family            Q3/2007
    Phase One         residential &          - Q3/2009          Q2/2008     ?         39,524         136,012            76,295
                      Commercial

   JunJing II         Multi-Family            Q2/2009
    Phase Two         residential &          - Q2/2011          Q3/2009               29,800         112,556                 -
                      Commercial



                                                                     Contracted          Recognized
                                                                     Revenue by          Revenue by
                  Total                           Estimated          March 31,           March 31,
                Number of       Number of          Revenue              2009                2009
Project name      Units         Units sold       ($ millions)       ($ millions)        ($ millions))
 JunJing II          1,182              745               95.6               45.6                 34.3
 Phase One

 JunJing II          1,015                -               94.1                  -                    -
 Phase Two

JunJing II: JunJing II is located at 38 East Hujiamiao, Xi'an, with total GFA about 248,568 square meters. It is the first Canadian style residential community with "green and energy-saving" characteristics, and won the "National Energy Saving Project." The project is divided into 2 phases, namely JunJing II Phase One and JunJing II Phase Two. We started the construction of JunJing II Phase One in the third quarter of 2007 and started the presale campaign in the second quarter of 2007.

As of March 31, 2009, our customers have signed pre-sales purchase agreements for apartments with purchase prices totaling $45.6 million, of which we have recognized $34.3 million in revenues, based on the percentage of completion method of accounting. About $10.4 million of those pre-sales payments were booked as advances from customers and will be recognized as revenues as construction advances.

We will start the construction work for Phase Two in the second quarter 2009 and will begin accepting pre-sale purchase agreements during the third quarter 2009. Revenue from pre-sales in Phase Two will begin to be recognized when the construction starts above the ground level.

Projects under planning and in process

                                                            Estimated
                                        Estimated            Pre-sale           Total Site                             Total
   Project            Type of          Construction        Commencement            Area            Total GFA         Number of
     name            Projects             Period               Date                (m2)              (m2)              Units
  Baqiao New           Land
 Development        Development        2009 - 2020               N/A                    N/A               N/A               N/A
     Zone
                   Multi-Family          Q3/2009
    Puhua      ?   residential &   ?    - Q3/2014     ?        Q4/2009     ?        192,582   ?       610,000   ?         5,000
                    Commercial
                   Multi-Family          Q3/2009
 JunJing III   ?   residential &   ?    - Q3/2011     ?        Q3/2009     ?          8,094   ?        51,470   ?           570
                    Commercial

Baqiao New Development Zone: On March 9, 2007, we entered into a Share Transfer Agreement with the shareholders of Xi'an New Land Development Co., Ltd. (New Land), under which the Company acquired 32,000,000 shares of New Land, constituting 100 percent equity ownership of New Land. This acquisition gave the Company the exclusive right to develop and sell 487 acres of land in a newly designated satellite city of Xi'an. We believe this represents a major growth opportunity for the Company.

Xi'an has designated the Baqiao District as a major resettlement zone where the city expects 900,000 middle to upper income people to settle. The Xi'an government intends to generate a success similar to that created by Pudong for Shanghai, which has resulted in new economic opportunities and provided housing for Shanghai's growing population.

The Xi'an municipal government plans to invest 50 billion RMB (over $6 billion) in infrastructure in the Baqiao New Development Zone. The construction of a large-scale public wetland park is well underway; it will embellish the natural environment adjacent to China Housing's Baqiao project.

Through its New Land subsidiary, China Housing sold 18.4 acres to another developer in 2007 and generated about $24.41 million in revenue.

In 2008, we established a joint venture with Prax Capital Real Estate Holdings Limited (Prax Capital) to develop 79 acres within the Baqiao project, which will be the first phase of the Baqiao project's development. Prax Capital invested $29.3 million cash in the joint venture. The project is further described in Puhua section below.

After selling 18.4 acres and placing 79 acres in the joint venture, about 390 acres remained available for the Company to develop in the Baqiao project.

Puhua: The Puhua project, the [[Image Removed]] Company's 79 acre joint venture
located in Baqiao project, has a
total land area of 192,582 square
meters and an expected gross floor
area of about 610,000 square
meters. In November 2008, the
Company entered into an agreement
with Prax Capital China Real Estate
Fund I, Ltd., to form the joint
venture. The joint venture was
formed in late 2008, subject to
certain conditions and approvals,
which were satisfied, Prax Capital
Real Estate Holdings Limited
invested US$29.3 million cash in
the joint venture, the joint
venture acquired the land use
rights early in the first quarter
2009, and the joint venture is
proceeding with the project.

JunJing III: JunJing III is near
our JunJing II project and the city
expressway. It has an expected
total gross floor area of about
51,470 square meters. The project
will consist of 3 high rise
buildings, each 28 to 30 stories
high. The project is targeting
middle to high income customers who
require a high quality living
environment and convenient
transportation to the city center.
We plan to start construction
during the third quarter 2009 and
the pre-sales during the same
quarter. The total estimated
revenue from this project is about
$46.0 million.

Completed Projects

                                                                                                                Number of
                                                             Total Site                         Total         Units sold by
                        Type of           Completion            Area          Total GFA       Number of         March 31,
  Project name          Projects             Date               (m2)            (m2)            Units             2009
     Tsining          Multi-Family
    Mingyuan      ?  residential &   ?       Q2/2000    ?         17,526          53,055             303                 303
                       Commercial
      Lidu            Multi-Family
    Mingyuan      ?  residential &   ?       Q4/2001    ?          5,289           8,284              56                  56
                       Commercial
     Tsining          Multi-Family
     Hanyuan         residential &           Q4/2003    ?          3,026          32,229             238                 238
                       Commercial
  Tsining Home        Multi-Family
       IN            residential &           Q4/2003    ?          8,483          30,072             215                 213
                       Commercial
     Tsining          Multi-Family
     Gangwan         residential &           Q4/2004    ?         12,184          41,803             466                 466
                       Commercial
   Tsining-24G           Hotel,              Q2/2006               8,227          43,563             773                 685
                       Commercial
                      Multi-Family
    JunJing I        residential &           Q3/2006              55,588         167,931           1,671               1,567
                       Commercial

Tsining Mingyuan: 8 East Youyi Road, Xi'an. The construction area was 53,055 square meters. Mingyuan is a residential complex consisting of 303 apartments ranging from two to four bedrooms. Construction commenced in March 1998 and was completed in April 2000. In total, the project generated total sales of $19.98 million.

Lidu Mingyuan: 25 East Mutoushi, Xi'an. Located in the prime area near Xi'an historic Bell Tower, the project covers 1.3 acres with a building area of 8,284 square meters, and has 56 apartments ranging from two to four bedrooms. The project began in October 2000 and was completed in November 2001. Total sales were $4.32 million.

Tsining Hanyuan: 6 East Youyi Road, Xi'an. Located in the south of Xi'an, the area is noted for its schools and universities. The project was started in February 2002 and completed in December 2003. It is comprised of 238 two and three bedroom apartments and covering a total construction area of 32,229 square meters. The project generated total sales of $14.05 million.

Tsining Home IN: 88 North Xingqing Road, Xi'an. Located near the city center, the Home IN project consists of 215 two and three bedroom western-style apartments. Total construction area is 30,072 square meters. The project, completed in December 2003, generated total sales of $12.79 million.

Tsining GangWan: 123 Laodong Road, Xi'an. Less than one mile from the western hi-tech industrial zone, GangWan spans three acres and is comprised of eight buildings with a total construction area of 41,803 square meters. The project began in April 2003 and was completed in December 2004. GangWan has 466 apartments ranging from one to three bedrooms. Total sales were US$ 18.44 million.

Tsining-24G: 133 Changle Road, Xi'an. 24G is a redevelopment of an existing 26 floor building, located in the center of the most mature and developed commercial belt of the city. This upscale development includes secured parking, cable TV, hot water, air conditioning, natural gas access, internet connection, and exercise facilities. This project was awarded "The Most Investment Potential Award in Xi'an city" in 2006. Target Customers were white-collar workers, small business owners and traders as well as entrepreneurs. Total area available for residential use was 43,563 square meters, covering 372 one to three bedroom serviced apartments. The project started construction in June 2005 and was completed in June 2006 with total sales of $39.08 million.

Tsining JunJing Garden I: 369 North Jinhua Road, Xi'an. JunJing Garden I was the first German style residential & commercial community in Xi'an, designed by the world-famous WSP architectural design house. Its target Customer is local middle income families. The project has 15 residential apartment buildings consisting of 1,230 one to five bedroom apartments. The Garden features secured parking, cable TV, hot water, heating systems, and access to natural gas. Total GFA available was 167,931 square meters. JunJing Garden I was also a commercial venture that houses small businesses serving the needs of JunJing Garden I residents and surrounding residential communities. The project was completed in September 2006 and generated total revenue of $50.46 million.

CONSOLIDATED OPERATING RESULTS

Three Months Ended March 31, 2009 Compared With Three Months Ended March 31, 2008

Revenues

Our revenues are mainly derived from the sale of residential and commercial units and buildings, infrastructure work we perform for the local government, and land development projects in the Baqiao area.

In the first quarter of 2009, most of our revenues came from Tsining JunJing II phase one, which consists of 13 residential buildings and 3 auxiliary buildings, including one kindergarten, with a gross floor area of about 136,012 square meters. This project is currently under construction and collecting funds under pre-sale agreements.

Effective January 1, 2008, the company adopted the percentage of completion method of accounting for revenue recognition for all building construction projects in progress, which currently includes the Tsining JunJing II. The full accrual method was used before that date for all our residential, commercial, and infrastructure projects. Infrastructure projects continue to be accounted for using the full accrual method of accounting.

                                          3 months        3 months
                                           ended            ended
                                         March 31,        March 31,
Revenues by project:                        2009            2008
US dollars

Project Under Construction
Tsining JunJing II Phase One            $ 10,305,262     $         -

Projects Completed
Tsining JunJing I                          1,580,565       4,347,648
Tsining-24G                                  862,593        -286,622
Tsining Gangwan                              158,724          23,336
Tsining Hanyuan                                    -               -
Tsining Home In                               18,725          53,220
Tsining Mingyuan                                   -          44,567
Lidu Mingyuan                                      -               -

Infrastructure Project
Baqiao infrastructure construction                 -               -

Project In Process
Baqiao                                             -               -

Revenues from the sales of properties   $ 12,925,869     $ 4,182,149

The revenues from the sale of properties in the three months ended March 31, 2009 increased 209% to $12,925,869 from $4,182,149 in the same period 2008. The increase was primarily due to the increased revenue from Tsining JunJing II Phase One, our current project under construction.

The revenue from completed projects totaled $2,620,607 in the three months ended March 31, 2009 compared with $4,182,149 in the same period of 2008. The 37.3% decrease was due mainly to the absence of revenues from Tsining-24G and JunJing I as both projects had been completed.

As a result of the utilization of the full accrual method of accounting for infrastructure projects, we have not recognized revenues from the infrastructure project in the Baqiao area. We expect to finish the river dam in second quarter 2009 and recognize the revenues when the project is delivered to the local government.

Our Project in Process is the Baqiao project where we have the exclusive right to develop 487 acres. In 2007, we acquired the development rights and recognized $24,405,717 in revenue as a result of a 18.4 acre land sale to an unrelated developer. Near the end of 2008, we established a joint venture with Prax Capital Real Estate Holdings Limited (Prax Capital) to co-develop 79 acres within the Baqiao project. Prax Capital invested $29.3 million cash in the joint venture. About 390 acres remain available for development in the Baqiao project.

Revenues from projects under construction

Tsining JunJing II Phase One

Tsining JunJing II Phase One was our major revenue generating construction project in the three months ended March 31, 2009, contributing $10,305,262 in revenues. By March 31, 2009, we had pre-sold about 745 units in the project, totaling approximately 76,295 square meters.

JunJing II Phase One consists of 13 middle-rise and high-rise residential buildings and 3 auxiliary buildings, including a kindergarten, with a gross floor area of about 136,012 square meters. Estimated total revenues for Phase One are approximately $95.6 million. The company expects to complete the construction of Phase One in the third quarter of 2009.

Phase Two of JunJing II consists of 12 middle-rise and high-rise buildings and is expected to start during the second quarter of 2009 and should begin contributing revenue from third quarter of 2009 or the first quarter of 2010. The total revenues from Phase Two are expected to be about $94.1 million.

Revenues from projects completed

Revenues in three months ended March 31, 2009 for completed projects decreased 37.3 percent to $2,620,607 compared with $4,182,149 in the same period 2008. The decrease in revenues for the three months ended March 31, 2009 was primarily due to the absence of revenue from Tsining -24G and JunJing I because both projects had been completed.

Other income

Other income includes property management fees, rental income, revenues from disposal of fixed assets as well as government's allowance for the equivalent cost of interest on the company's investments required to support infrastructure construction, continued river management, and suburban planning for the entire Baqiao high-technology industrial park. We recognized $918,814 in other income in the three months ended March 31, 2009 compared with $564,488 in the same period of 2008. The 62.8% increase is mainly due to the acquisition of Xinxing Property Management during the first quarter of 2009, which contributed approximately $548,945 to our consolidated revenues.

Cost of properties and land

The cost of properties and land in the three months ended March 31, 2009 increased 310.3% percent to $9,498,215 compared with $2,367,112 in the same period of 2008. The increase was primarily as a result of the increase sales volume in our JunJing II Phase One project.

The percentage of completion method of accounting is based on estimated costs incurred, and is preferable as it accurately reflects the business activity of the company and matches revenues with the costs incurred in the pursuit of such revenue. The company has determined that retrospective application to periods prior to January 1, 2008 is not practical as the necessary information needed to restate prior periods is not available. Therefore, the company began to apply the percentage completion method on a prospective basis beginning January 1, 2008.

Gross profit and profit margin

Gross profit for the three months ended March 31, 2009 was $4,346,468, up 82.66 percent from $2,379,525 in the same period of 2008. The gross profit margin for the three months ended March 31, 2009 was 31.39 percent compared with 50.13 percent in the same period of 2008. The decrease in the gross profit margin was mainly due to the different product mix. The residential units we sold during the three months ended March 31, 2009 generally had lower profit margins than the premium-priced retail units sold in the same period of 2008.

Selling, general, and administrative expenses

Selling, general, and administrative expenses for the three months ended March 31, 2009 increased 22.66 percent to $1,408,824 from $1,148,601 in the same period of 2008. The increase in selling, general, and administrative expenses was due primarily to the marketing expenses associated with Tsining JunJing II Phase One project and the administrative expenses related to the Puhua formation.

Stock-based compensation

We did not incur stock-based compensation expenses in the three months ended March 31, 2009 or during the same period of 2008.

Other expenses

Other expenses mainly consist of late delivery settlements and maintenance costs.

Other expenses in the three months ended March 31, 2009 increased 150.1 percent to $39,795 compared with $15,910 in the same period of 2008.

Operating profit and operating profit margin

Operating profit is defined as gross profit minus selling, general, and administrative expenses, stock-based compensation, and other expenses.

Operating profit in the three months ended March 31, 2009 was $2,897,848 compared with $1,215,014 in the same period of 2008, up 139.0 percent, primarily due to the higher revenue generated by Tsining JunJing II Phase One and, partially offset by higher selling, general, and administrative expenses in the first quarter of 2009. As a result, the operating profit margin was 20.9 percent for the first quarter of 2009 compared with 25.6 percent for the same period of 2008.

Interest expense

Interest expense in the three months ended March 31, 2009 decreased 23.1 percent to $338,078 from $439,673 in the same period of 2008, due primarily to capitalization and repayment of an 8 million RMB bank loan in Xi'an Tsining Housing Development Co., Ltd. In mid-2008, the company signed a RMB 1 billion (about $147 million) construction credit line agreement with China Construction Bank. During 2008, we drew down about $22 million of the credit line, of which the company repaid $0.44 million during three months ended March 31, 2009. The loan from China Construction Bank has an interest rate that floats at 110 percent of the People's Bank of China reference rate.

Change in fair value of embedded derivative

The embedded derivative is related to the company's $20 million convertible debt offering completed in January 2008. The change in the fair value of embedded derivatives was a periodic adjustment to the estimated cost to the company, which was provided by the Cox-Ross-Rubinstein Binomial Lattice valuation model. The company booked $(124,038) in the three months ended March 31, 2009 compared with $284,511 increase in the fair value of embedded derivative in the same period of 2008.

Change in fair value of warrants

In 2006, 2007, and 2008 the company issued warrants in conjunction with the issuance of common shares or convertible debt. The warrants permit the shareholders to buy additional common shares at the prices specified in the warrant agreements.

In the three months ended March 31, 2008, shareholders exercised a total of 1,870 warrants to buy a total of 1,870 common shares. A shareholder typically only exercises a warrant to buy common shares when the stock price is higher than the warrant exercise price. The shareholder pays the exercise price and the company covers the difference between the warrant exercise price and the share price at the time of conversion.

. . .