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 (Date of Earliest Event Reported): March 6, 2004




                        Commission File Number:   333-57780



                             INTERCARE DX, INC.
             (Exact name of registrants specified in its charter)

               California                          95-4304537

      (State or other jurisdiction of                (I.R.S. Employer
       incorporation or organization)                Identification No.)


                         900 Wilshire Avenue, Suite 500
                          Los Angeles, California 90017
                       (213) 627-8878 Fax: (213) 627-9183



    (Address, Including Zip Code, And Telephone Number, Including Area Code,
                  Of Registrant's Principal Executive Offices)


























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ITEM  1.  Changes  in  Control  of  Registrant                  Not  Applicable

ITEM  2.  Acquisition  or  Disposition  of  Assets              Not  Applicable

ITEM  3.  Bankruptcy  or  Receivership                          Not  Applicable

ITEM  4.  Changes  in  Registrant's  Certifying  Accountant     Not  Applicable

ITEM  5.  Other  Materially  Important  Events                  Not  Applicable

On March 6 2004, the registrant held its 2004 annual shareholder meeting during
Which the following individuals were elected to serve as directors of the
company until the next annual meeting or their successors are elected and
qualified:
1.    Jude  Uwaezoke
2.    Randall Maxey, MD
3.    Russ Lyon
4.    Wesley Bradford, MD

Additionally,  shareholders  ratified the reappointment of Andrew Smith, CPA, as
the  independent  auditor  for  the  fiscal  year  ending  December 31, 2003 and
reapproved  the  Company's  2001  Joint Incentive and Non-Qualified Stock Option
Plan for fiscal year 2004.


ITEM  6.  Resignation  of  Registrant's  Directors              Not  Applicable

ITEM  7.    FINANCIAL  STATEMENTS  AND  EXHIBITS

     (a)    FINANCIAL  STATEMENTS  OF  BUSINESSES  ACQUIRED.
            (None)

     (b)    EXHIBITS.

ITEM  8:  Change in Fiscal year                                Not Applicable

ITEM  9:  Regulation FD Disclosure

On  March 9, 2004, the registrant issued a press release announcing the results
of  shareholders'  vote  during  the  annual shareholder meeting, which was held
on  Saturday,  March  6,  2004.

EXHIBIT ITEM.     DESCRIPTION
- ------------     -------------

Exhibit  99.1  -   Copy of the Press Release of March 9, 2004.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  Registrant  has  duly  caused this report to be signed on its behalf by the
undersigned  hereunto  duly  authorized.

                                       InterCare DX,  Inc.
                                          (Registrant)



Date:  March 9, 2004                   By:/s/  Anthony C. Dike
                                      -------------------------
                                              Anthony C. Dike
                                              Chairman and CEO





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EXHIBIT 99.1

FOR  IMMEDIATE  RELEASE:     Tuesday,  March  9,  2004


CONTACT:  Anthony C. Dike.
          InterCare  DX,  Inc
          213-627-8878
          www.intercare.com
          -----------------

                    INTERCARE DX, INC. HOLDS ANNUAL MEETING

LOS  ANGELES,  CALIF--At  the annual  meeting  of  InterCare  DX, Inc.  (OTC BB:
"ICCO"),  which  was  held on Saturday, March 6, 2004, the following individuals
were  re-elected  to  serve  as  directors of  the company until the next annual
meeting: Jude  Uwaezoke,  Randall Maxey, Russ Lyon, and Wesley Bradford.

Additionally,  shareholders  ratified the reappointment of Andrew Smith, CPA, as
the  independent  auditor  for  the  fiscal  year  ending  December 31, 2003 and
reapproved  the  Company's  2001  Joint Incentive and Non-Qualified Stock Option
Plan for fiscal year 2004.

A  copy  of  the  company's  Notice of Annual Meeting and Proxy Statement, which
details  each  of  the  aforementioned  approved proposals, may be viewed on the
SEC's  EDGAR  System  at  www.sec.gov.
                          -----------
At  the  meeting  Company  officials  demonstrated  the  latest  version  of the
ICE(tm)  Software.

InterCare DX,  Inc.  an  affiliate  of  Meridian  Holdings,  Inc., developed and
markets  under  an  exclusive  value-added reseller agreement InterCare Clinical
Explorer    (ICE(tm)),  an  innovative, robust and totally  scalable  Electronic
Health Record software designed to  integrate  every  aspect  of  the healthcare
enterprise. InterCare  provides  implementation  and support for the ICE , which
is used to document and track  inpatient and outpatient  diagnoses and treatment
modalities in various healthcare environments, ranging from individual practices
to  entire  hospital  systems.  For  more  information  about  the  company  and
its products and services,  visit  www.intercare.com.
                                    -----------------

NOTE:  Statements  in  this  news  release  that  are  not purely historical are
forward-looking  statements  within the meaning of Section 27A of the Securities
Act  of 1933 and Section 21E of the Securities Exchange Act of 1934 and are made
pursuant  to  the  safe  harbor  provisions of the Private Securities Litigation
Reform  Act of 1995 and any amendments thereto. Material that is forward-looking
may  contain  statements  about  expected future events and/or financial results
that  are  forward-looking  in  nature. Editors and investors are cautioned that
such forward-looking statements invoke risk and uncertainties that may cause the
Company's results to differ from such forward-looking statements. These include,
but  are not limited to, economic, competitive, governmental, technological, and
other  factors  discussed in the statements and/or in the Company's filings with
the  Securities  and  Exchange  Commission.
                                      # # #

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