8-K

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 (Date of earliest event reported): November 4, 2004

Commission File No. 001-12392

NDCHealth Corporation

(Exact name of registrant as specified in its charter)

DELAWARE	58-0977458
(State or other jurisdiction of incorporation)	(IRS Employer Identification Number)

NDC Plaza, Atlanta, Georgia	30329-2010
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (404) 728-2000

None

(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 (see General Instruction A.2. below):

¨ 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))

ITEM 7.01 Regulation FD Disclosure.

On November 4, 2004, NDCHealth Corporation issued a press release announcing the results of matters submitted to a vote of the Company’s stockholders at their Annual Meeting on October 28, 2004. The full text of the release is attached as exhibit 99.1 and is incorporated herein by reference.

The information in this Current Report on Form 8-K, including exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated into future filings under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended unless expressly set forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.

ITEM 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number	Exhibit Title
99.1	Press Release dated November 4, 2004.

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SIGNATURE

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.

NDCHealth Corporation (Registrant)
By:	/s/    James W. FitzGibbons
	James W. FitzGibbons Vice President and Chief Accounting Officer

Date: November 4, 2004

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EX-99.1

Exhibit 99.1

NDC Plaza

Atlanta, GA 30329-2010

404-728-2000

For Immediate Release

NDCHealth Reports on Results of its 2004 Annual Meeting of Stockholders

ATLANTA, November 4, 2004 – NDCHealth Corporation (NYSE: NDC) today announced the results of its Annual Meeting of Stockholders that occurred on October 28, 2004. The following items were submitted to a vote of NDCHealth stockholders:

Proposal 1: The re-election of three directors to serve for a three-year term expiring at the 2007 Annual Stockholders’ Meeting. The three directors – Ms. J. Veronica Biggins, Ms. Terri A. Dial and Mr. Kurt M. Landgraf – were each re-elected. The largest number of withheld votes for any of these three directors was 3,693,003.

Proposal 2: Approval of the NDCHealth Corporation 2005 Incentive Plan:

For	Against	Abstain
9,319,725	10,202,609	1,889,513

Proposal 3: Consideration of a stockholder proposal requesting the Board of Directors to engage an investment bank to analyze all strategic alternatives available to the company for maximization of stockholder value:

For	Against	Abstain
17,100,229	3,471,430	377,680

“Our Board of Directors is fully committed to maximizing stockholder value, and we will carefully consider this recommendation by our stockholders, consistent with our fiduciary duties to manage the business and affairs of the company,” said Walter Hoff, NDCHealth’s Chairman of the Board and Chief Executive Officer. “Our Board has a thorough understanding of the company’s business strategy, and we will continue to consider a wide range of actions and alternatives to deliver greater value to stockholders. Importantly, our management team also recognizes the urgency with which we need to improve the company’s performance, and we are taking immediate actions that we expect will contribute to improved performance in the future.”

About NDCHealth

NDCHealth is uniquely positioned in healthcare as a leading provider of point-of-service systems, electronic connectivity and information solutions to pharmacies, hospitals, physicians, pharmaceutical manufacturers and payers.

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Contact:

Robert Borchert

VP – Investor Relations

404-728-2906

robert.borchert@ndchealth.com