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): November 3, 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)




































                                        1


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

On  November  3,  2004,  the  board  of directors approved the appointment of
Mr. Donald Stanford, as  a  new  member of the Board of Directors, of the
registrant, following the acceptance of the resignation of Mr. Russ Lyon,
as a member of the board of directors.

ITEM  6.  Resignation  of  Registrant's  Directors

On November  3,  2004,  the  registrant  accepted  the resignation of Mr. Russ
Lyon as a member of the Board of Directors.

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  November 3, 2004,  the  registrant  issued  a press release announcing the
appointment   of   Mr.   Donald Stanford,  as the  new  member of the board
of directors, as well as the resignation of Mr. Russ Lyon from the board of
directors  of the registrant.

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

Exhibit  99.1  -  Copy of the Press Release of November 3, 2004 announcing the
                  appointment of Mr. Donald Stanford as a new board member.

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:  November 3, 2004              By:/s/  Anthony  C.  Dike
                                      -------------------------
                                     Anthony  C.  Dike MD, FACP
                                 (Chairman, Chief Executive Officer)























                                       2

EXHIBIT  99.1

FOR  IMMEDIATE  RELEASE:    Wednesday,  November  3,  2004

                 INTERCARE DX, INC.  NAMES NEW BOARD MEMBER

LOS ANGELES, CALIF.--Anthony C. Dike, MD, Chairman and CEO of InterCare DX, Inc.
(OTC BB: ICCO;  www.intercare.com) announced today the appointment of Mr. Donald
Stanford   to  the  company's  board of  directors.  Mr. Stanford's  appointment
fills the vacancy created by the resignation  of  Mr. Russ Lyon.

Mr. Stanford is a  seasoned  executive who has spent the last 23 years in Senior
Management  of  a  successful  technology  company that has enjoyed considerable
success in growth, industry leadership and  creating value for its shareholders.
He possesses the rare combination of technology skills,  hands-on P&L expertise,
corporate  leadership and customer communications with  the ability to work in a
team environment and achieve extraordinary results under challenging conditions.

He was formerly the  Senior Vice President and Chief Technology officer of GTECH
Holdings, Inc., a multi-national  information  technology  company.  During  his
twenty-two years with GTECH, the  Company  has  grown from  a market share of 5%
and sales of less  than  $1 million  to a dominant worldwide market share of 70%
and  sales in excess of $1 billion as  of the end of 2002. The Company has  been
consistently  profitable  and  has  been the driving force in the last decade in
the development and installation  of  on-line  lottery systems in North America,
Europe, South America, Africa and Asia, and employs over 4,500 people worldwide.
As  an  important  factor in this success, Mr. Stanford has traveled extensively
and collaborated with a large number of domestic and international customers and
partners.

In  addition  to  being the Company's chief technical strategist, he  was also a
vital  part  of the sales and marketing and project management  activities  that
were critical to the Company's overall success

As  a  recently retired employee and GTECH Holdings Fellow, he advises the GTECH
Holdings Corporation in the areas of future  technologies and architectures that
may be of value to the Company's future growth strategies.

Mr. Stanford earned a Bachelor of Arts in International Relations in 1972  and a
Master's in Computer Science/Applied Math in 1977 from Brown University.  He has
recently  been  appointed  Adjunct  Professor  of  Computer  Science  at   Brown
University and in 1999 received the Black Engineer of the Year Award for
Professional Achievement.

"We are very delighted that  Mr. Stanford  has  agreed to join us as a new board
member, his in-depth knowledge  in  capital  market  and  Information technology
industry will be a great asset to our Company. He brings  a  wealth of expertise
and experience  to InterCare, which we  believe will help our Company accomplish
our business objectives with respect  to growth  and international alliances. "
said  Dike.

InterCare  DX,  Inc.  an  affiliate  of  Meridian  Holdings,  Inc., (OTCBB:MRDH)
developed  and   markets  under  an  exclusive  value-added  reseller  agreement
InterCare  Clinical  Explorer(tm) (ICE(tm)), an  innovative, robust and  totally
scalable  software  application  designed  to  integrate  every  aspect  of  the
healthcare  enterprise.  InterCare provides implementation and support  for  the
ICE(tm),   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.

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.

                                      # # #

CONTACT:  Anthony  C.  Dike,  M.D.
          Chairman/CEO
          InterCare DX, Inc.
          213-627-8878
          www.intercare.com
          ----------------