UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



                        Date of Report: October 27, 2003

                       LEGEND INTERNATIONAL HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)


          Delaware                     0-32551                 23-3067904
(State or other jurisdiction         (Commission              (IRS Employer
      of incorporation)              File Number)          Identification No.)


        2000 Hamilton Street, #520, Philadelphia, Pennsylvania 19130-3883
               (Address of principal executive offices) (Zip Code)



        Registrant's telephone number, including area code (215) 893-3662















<PAGE>



       Item 5.       Other Events and Regulation FD Disclosure.

       Legend  International  Holdings,  Inc. reports that its common stock has
       been  cleared for trading on the OTC  Bulletin  Board  (OTCBB)  by  NASD
       Regulation,  Inc.  under  the  ticker  symbol  "LGDI".    The OTCBB is a
       regulated  quotation  service that displays real-time quotes,  last-sale
       prices  and  volume  information   in   over-the-counter   (OTC)  equity
       securities.    OTCBB  securities  are  traded  by a community of  market
       makers that enter quotes and trade reports.





<PAGE>


                                   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 hereunto duly authorized.

                                           LEGEND INTERNATIONAL HOLDINGS, INC.


October 27, 2003                           By:   /s/ Michael Tay
                                                 ---------------------------
                                                 Michael Tay
                                                 President and CEO
[{"type": "8-K", "sequence": "1", "filename": "lgdi8k102703.txt", "description": "FORM 8-K", "secsgml_size_bytes": 2169}]
{"company-data": {"conformed-name": "LEGEND INTERNATIONAL HOLDINGS INC", "cik": "0001132143", "assigned-sic": "7389", "irs-number": "233067904", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-32551", "film-number": "03958946"}, "business-address": {"street1": "2000 HAMILTON STREET", "street2": "# 520", "city": "PHILADELPHIA", "state": "PA", "zip": "19130-3883", "phone": "215-893-3662"}, "mail-address": {"street1": "2000 HAMILTON STREET", "street2": "# 520", "city": "PHILADELPHIA", "state": "PA", "zip": "19130-3883"}, "former-company": {"former-conformed-name": "SUNDEW INTERNATIONAL INC", "date-changed": "20010112"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                        Date of Report: October 27, 2003

                       LEGEND INTERNATIONAL HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                     0-32551                 23-3067904
(State or other jurisdiction         (Commission              (IRS Employer
      of incorporation)              File Number)          Identification No.)

        2000 Hamilton Street, #520, Philadelphia, Pennsylvania 19130-3883
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code (215) 893-3662
Item 5.       Other Events and Regulation FD Disclosure.

       Legend  International  Holdings,  Inc. reports that its common stock has
       been  cleared for trading on the OTC  Bulletin  Board  (OTCBB)  by  NASD
       Regulation,  Inc.  under  the  ticker  symbol  "LGDI".    The OTCBB is a
       regulated  quotation  service that displays real-time quotes,  last-sale
       prices  and  volume  information   in   over-the-counter   (OTC)  equity
       securities.    OTCBB  securities  are  traded  by a community of  market
       makers that enter quotes and trade reports.
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 hereunto duly authorized.

                                           LEGEND INTERNATIONAL HOLDINGS, INC.

October 27, 2003                           By:   /s/ Michael Tay
                                                 ---------------------------
                                                 Michael Tay
                                                 President and CEO