Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
WAUNG FRANK
  2. Issuer Name and Ticker or Trading Symbol
CHINA PHARMA HOLDINGS, INC. [CPHI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last)
(First)
(Middle)
72 GREAT HILLS RD.
3. Date of Earliest Transaction (Month/Day/Year)
04/28/2010
(Street)

SHORT HILLS, NJ 07078
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock (1) 11/15/2010   M   4,052 (1) A (1) 6,552 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $ 3.47 04/28/2010   A   200,000   04/28/2011 04/28/2013 Common Stock (2) (3) 300,000 D  
Stock Option $ 2.75 11/15/2010   M     40,000 (1) 04/28/2010 04/28/2012 Common Stock 4,052 (1) 260,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WAUNG FRANK
72 GREAT HILLS RD.
SHORT HILLS, NJ 07078
      Chief Financial Officer  

Signatures

 /s/ Frank Waung   11/19/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The Reporting Person exercised his vested option to purchase 40,000 shares of common stock in a cashless manner pursuant to the 2009 Shares Option Agreement under the issuer's 2009 Stock Option Plan. The exercise was in a cashless manner, being the fair market value of the option of $3.06, the closing date on November 12, 2010, which led to the number of shares of common stock the Reporting Person received to be 4,052 shares.
(2) If exercising the option by cash, the underlying shares of common stock is 200,000; if cashless exercising the option, the underlying shares of common stock varies depending on the fair market value of the stock, i.e., the closing price on the date prior to the option exercise date.
(3) The stock option was granted to the Reporting Person as part of his compensation package for his services for the issuer in his capacity as the issuer's CFO that will vest as 150,000 shares of common stock on April 28, 2011. The remaining 50,000 shares of common stock will vest on April 28, 2011 but only if the issuer has consummated an offering of its securities at the minimum amount of $10 million by April 28, 2011.

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