UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
                                    FORM 8-K/A
                                  First Amended
 
                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934
 
                Date of report (Date of earliest event reported)
                                January 18, 2006
 
                             TEDA TRAVEL GROUP, INC.
________________________________________________________________________________
             (Exact name of registrant as specified in its charter)
 
        Delaware                         000-30264                 11-3177042
________________________________________________________________________________
(State or Other Jurisdiction       (Commission File Number)   (I.R.S. Employer
   of Incorporation)                                         Identification No.)

   Suite 2102 Chinachem Century Tower, 178 Gloucester Road,
                          Wanchai, Hong Kong                          94065
________________________________________________________________________________
               (Address of Principal Executive Offices)            (Zip Code)
 
                                 (852) 2833-2186
               ___________________________________________________
               Registrant's Telephone Number, Including Area Code
 
________________________________________________________________________________
          (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))
 
________________________________________________________________________________







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Item 5.03 Amendments to Articles of  Incorporation  or Bylaws;  Change in Fiscal
          Year.


Registrant reports that on January 18, 2006 the Board of Directors of Registrant
amended and restated the Registrant's Bylaws (the "Restated  Bylaws").  Pursuant
to the Registrant's Certificate of Incorporation, the Registrant's Bylaws may be
amended by the Board of Directors. As a result of the amendment and restatement,
the  following  material  provisions  have been revised or added.  A copy of the
Amended and Restated  Bylaws is attached hereto as Exhibit 3.2 and the foregoing
description is qualified in its entirety by reference to Exhibit 3.2.

     (i)  Article II of the Bylaws was expanded to provide:

          a.   that the  Board of  Directors  may  authorize  that  meetings  of
               stockholders may be held solely by means of remote  communication
               as  authorized  by  Section  211(a)(2)  of the  Delaware  General
               Corporation Law;

          b.   that  special  meetings  of  stockholders  may be  called  by the
               President and Chief  Executive  Officer of the  Registrant and to
               add  provisions  for the specific  methodology  by which  persons
               other than the Board of Directors shall call a special meeting of
               the stockholders;

          c.   that notice of  stockholder  meetings may be given by  electronic
               transmission;

          d.   the methodology for adjourning and continuing adjourned meetings;

     (ii) Article II,  Section 2.6 of the Bylaws was amended to provide that the
          holders of  one-third of a majority of the  Registrant's  stock issued
          and outstanding and entitled to vote, present in person or represented
          by proxy,  constitutes a quorum for the transaction of business at all
          meetings of the stockholders;  provided, however that where a separate
          vote by a class or series or classes or series is  required,  a quorum
          shall consist of no less than one-third of the shares of such class or
          series or classes or series.

     (iii)A new Article  III  dealing  with the  Company's  Board of  Directors,
          including the power and size of the Board,  election,  appointment and
          removal of board members and meetings of the Board has been added;

     (iv) A new  Article  IV  dealing  with the  establishment  and  conduct  of
          committees of the Company's Board of Directors has been added;

     (v)  A new Article V concerning  the executive  officers of the Company was
          added,  including the type of officers and the appointment and removal
          of officers;

     (vi) A new Article VI was added  concerning  the  maintenance  of corporate
          records;

     (vii)A new  Article VII was added  concerning  general  matters,  including
          such  matters  as the  execution  of  corporate  instruments  and  the
          issuance of stock certificates;

     (viii) A new  Article  VIII was added  concerning  notice to the  Company's
          stockholders by electronic transmission;

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     (ix) A new  Article  IX was added  concerning  the  indemnification  of the
          Company's officers and directors; and

     (x)  A new  Article X was added  providing  that the bylaws may be adopted,
          amended or repealed by the stockholders entitled to vote. However, the
          corporation may, in its certificate of incorporation, confer the power
          to adopt, amend or repeal bylaws upon the directors.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

     (b) Financial Statements
         None

     (c) Exhibits.
          
Exhibit   Description
Number
_______  ________________________________________________________________  
 3.2     Amended and Restated Bylaws dated January 18, 2006

                                   SIGNATURES
 
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 THEREUNTO DULY AUTHORIZED.
 
                                                         
                                                     TEDA TRAVEL GROUP, INC.
                                                         
                                                         
Date: January 18, 2006                             By: /s/ Godfrey Chin Tong Hui
                                                   _____________________________
                                                         Godfrey Chin Tong Hui
                                                         Chief Executive Officer

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