UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON,  D.  C.  20549

                              FORM  10-QSB-Amended


( X )     QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
          EXCHANGE  ACT  OF  1934

               For  the  Quarterly  Period  Ended          March  31,  2000

(   )     TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE  ACT  OF  1934

               For the Transition Period From  ___________ to ____________


                        COMMISSION FILE NUMBER:   0-30018


                              MERIDIAN HOLDINGS,INC.
                              ----------------------
             (Exact Name of Registrant as Specified in its Charter)

              COLORADO                                   52-2133742
    -------------------------------               ------------------------
    (State of Other Jurisdiction of                  (I.R.S. Employer
    Incorporation  or  Organization)               Identification  Number)

        900 WILSHIRE BOULEVARD, SUITE 500, LOS ANGELES, CALIFORNIA 90017
        ----------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (213) 627-8878
        ----------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                       N/A
        ----------------------------------------------------------------
    (Former name, former address and formal fiscal year, if changed since last
                                     report)


Indicate  by  check  mark  whether  the  Registrant  (1)  has  filed all reports
required  to  be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934  during  the  preceding  12 months and, (2) has been subject to such filing
requirements  for  the  past  90  days.     Yes  (  X  )   No   (    )

As  of  March  31,  2000,  Meridian Holdings, Inc.,  Registrant  had  31,217,900
shares  of its $0.001 par value common stock outstanding. Based upon the closing
price  at  such  date,  aggregate  market  value  was  $47,139,029.

                                        Page 1 of 12 sequentially numbered pages
                                                                       Form 10-Q
                                                              First Quarter 2000










<PAGE>
<TABLE>
<CAPTION>
                            MERIDIAN  HOLDINGS,  INC.


                                      INDEX


                                                                       PAGE
                                                                       ----
<S>       <C>                                                          <C>

PART  I.  FINANCIAL INFORMATION

          Independent Accountant's Report                                2

          Balance Sheets - March  31, 2000                               3

          Statements of Operations for the Three Months
          Ended  March  31, 2000                                         4

          Statement of Cash Flows for the Three Months
          Ended March  31, 2000                                          5

          Notes to Financial Statements                                6-7

          Company Overview                                               8

          Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                      8

PART II   OTHER INFORMATION

          Additional Information                                        11

          Signature                                                     11
</TABLE>

















































<PAGE>
INDEPENDENT ACCOUNTANTS REPORT


To the Board of Directors
Meridian Holdings, Inc.
Los Angeles, Ca

We have reviewed the accompanying balance sheet of Meridian Holdings, Inc. (MHC)
as  of  March 31, 2000 and the related statements of income for the quarter then
ended,  in  accordance  with  Statements  of  Standards of Accounting and Review
Services  issued by the American Institute of Certified Public Accountants.  All
Information  included in these financial statements is the representation of the
management  of  MHC.
A  review  consists principally of inquiries of company personnel and analytical
procedures  applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which  is  the expression of an opinion regarding the financial statements taken
as  a  whole.  Accordingly,  we  do  not  express  such  an  opinion.
Based on our reviews, we are not aware of any material modifications that should
be  made  to  the  accompanying  financial statements in order for them to be in
conformity  with  generally  accepted  accounting  principles.
Our  review  was made for the purpose of expressing limited assurance that there
are no material modifications that should be made to the financial statements in
order  for  them  to  be  in  conformity  with  generally  accepted  accounting
principles.  Such  information  has been subjected to the inquiry and analytical
procedures  applied  in the review of the basic financial statements, and we are
not  aware  of  any  material  modifications  that  should  be  made  to  it.



Andrew  M.  Smith  CPA
Long  Beach,  California
May  16,  2000



















































<PAGE>

                            MERIDIAN  HOLDINGS,  INC.

                           CONSOLIDATED BALANCE SHEET
                                 MARCH  31, 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                       Balance Sheet As At March 31
                                                                       2000                    1999
                                                                      ======                  ======
<S>                                                                 <C>                   <C>
ASSETS

Current assets
    Cash                                                          $      54,540         $     4,287
    Accounts Receivable (Note 5 )                                       209,735                 250
    Inventories                                                           5,989                   -
                                                                      ---------              ------
Total Current Assets.. . . . . . . . . . . . . . . .                    270,264               4,537
                                                                      =========              ======
Property, Plant, and Equipment
    Net Accumulated Depreciation (Note 6). . . . . .                     25,787                 825

Other Assets
    Prepaid Expenses                                                      4,541                   -
    Organizational Cost                                                       -              16,613
    Investments (Note 3). . . . . . . . . . . . . .                   3,880,000                   -
                                                                      ----------            -------
           Total Other Assets . . . . . . . . . . .                   3,884,541              16,613
                                                                      ----------            -------
           Total  Assets                                              4,180,592              17,525
                                                                     ==========             =======

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
    Accrued liabilities . . . . . . . . . . . . . .                      88,310               2,000
                                                                        -------              ------
           Total Current Liabilities  . . . . . . .                      88,310               2,000
                                                                        -------              ------
Long term liabilities. . . . . . . . . . .. . . . .                     186,074                   0
                                                                       --------              ------
           Total Liabilities  . . . . . . . . . . .                     274,384               2,000
                                                                       ========              ======
Liabilities and Stockholders' Equity

Stockholders'  Equity
    Common stock (50,000,000 shares authorized
    par value 0.001 ; 31,217,900  shares issued and
    Outstanding) (Note 2) . . . . . . . . . . . . .                      31,217                 650
    Additional paid-in capital. . . . . . . . . . .                   3,895,020               2,875
    Common Stock Subscribed . . . . . . . . . . . .                           0              16,450
Retained Earnings . . . . . . . . . . . . . . . . .                     (20,029)                  0                      -
                                                                      ----------             -------
           Total Stockholders' Equity . . . . . . .                   3,906,208              19,975
                                                                      ----------            -------
Total Liabilities & Equity. . . . . . . . . . . . .             $     4,180,592              21,975
                                                                       =========             =======
</TABLE>




















                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


<PAGE>

                            MERIDIAN  HOLDINGS,  INC.
                       Consolidated Statement - Unaudited

                             STATEMENT OF OPERATIONS
           FOR THE PERIOD FROM JANUARY 1, 2000 THROUGH MARCH  31, 2000


<TABLE>
<CAPTION>

            For  the  Three Months ended  March 31,

                              2000             1999
                             ======           =====
<S>                          <C>             <C>
Revenues  . . . . . . . . $  337,185      $
Less: Cost of Revenues .    (201,437)
                             ---------      -------
          Gross Margin .     135,748

Operating Expense. . . .     241,415
Other Income and Expense     ( 5,631)        (6,089)
                             --------       --------
          Net Income . .  $ (111,297)        (6,089)
                             =========      ========

</TABLE>


  SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
























































<PAGE>
                            MERIDIAN  HOLDINGS,  INC.

                             STATEMENT OF CASH FLOW

                                    UNAUDITED

           FOR THE PERIOD FROM JANUARY 1, 2000 THROUGH MARCH  31, 2000

<TABLE>
<CAPTION>

                                           For the Three Months  ended March 31,

<BTB>                                                         2000          1999
                                                              ====          ====
<S>                                                  <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net Income (loss). . . . . . . . . . . . . . .  $    (111,297)    $    -
      Adjustments to reconcile net loss to net cash
      used in operating activities:

(Increase) Decrease in
      Accounts receivables . . . . . . . . . . . . .      (209,485)           -
      Inventories. . . . . . . . . . . . . . . . . .        (5,989)           -
      Prepaid Expenses . . . . . . . . . . . . . . .        (4,541)           -

      Increase(Decrease) in
      Accounts Payables. . . . . . . . . . . . . . .        86,310            -
      Wages Payable. . . . . . . . . . . . . . . . .        38,764
                                                          --------      -------
NETCASH USED IN OPERATING ACTIVITIES . . . . . . . .      (206,238)           0

CASH FLOW FROM INVESTING ACTIVITIES
      Acquisition of Fixed Assets. . . . . . . . . .       (24,962)           -
      Increase in Pre-Opening Costs. . . . . . . . .                      6,339
      Organization Costs . . . . . . . . . . . . . .        16,613            -
                                                         ---------      -------
NET CASH USED IN INVESTING ACTIVITES . . . . . . . .       ( 8,349)       6,339

CASH FLOW FROM FINANCING ACTIVITIES
     Proceeds from sale of stock . . . . . . . . . .             -        4,450
     Repayment of debt . . . . . . . . . . . . . . .       (12,502)           -
     Proceeds from long term debt. . . . . . . . . .       186,074            -
                                                          --------     --------
NET CASH PROVIDED BY FINANCING ACTIVITIES. . . . . .       173,572        4,450

     Increase (Decrease) in cash . . . . . . . . . .      ( 41,015)     ( 1,889)
CASH AT BEGINNING OF PERIOD. . . . . . . . . . . . .         4,286        6,176
                                                        -----------   ----------
CASH AT END OF PERIOD. . . . . . . . . . . . . . . .  $    (36,729)  $    4,287
                                                        ===========   ==========
<FN>

SUPPLEMENTAL  SCHEDULE  OF  NON  CASH  INVESTING  AND  FINANCING  ACTIVITIES

Fair  value  of  common  stock  to  acquire  investee                 $3,880,000
</TABLE>

The  accompanying  notes  are  an  integral  part  of  this  statement.



























<PAGE>
                             Meridian Holdings, Inc.
                          Notes to Financial Statements
                                 March 31, 2000

NOTE  1  -  Summary  of  Significant  Accounting  Policies

This  summary of significant accounting policies of Meridian Holdings, Inc. (the
"Company")  is  presented  to  assist  in  understanding the Company's financial
statements.  These  financial statements and notes are the representation of the
Company's  management,  which  is responsible for the integrity and objectivity.
These accounting   policies  conform to generally accepted accounting principles
and  have  been  consistently  applied  in  the  preparation  of  the  financial
statements.

Nature  of  Operations
Meridian  Holdings,  Inc. (NASDAQ: Bulletin Board - MEHO) was incorporated under
the  laws  of  the  State  of  Colorado  on October 13, 1998.  The Company is an
Internet  based  company  with  special emphasis on   e-commerce.  The Company's
activities  have  been  limited  to  capital  formation and the development of a
business  plan.  The  Company became fully reporting under Securities & Exchange
Commission  guidelines on March 31, 1999.  Meridian Holdings, Inc., acquired the
Capnet  Group  of  Companies  on  May  25,  1999.  Meridian Holdings, Inc., is a
technology  and  Internet-centric  holding  company  which identifies, acquires,
operates  and  manages business-to-business companies . Meridian Holdings, Inc.,
currently  focuses  on  companies  engaged  in  e-commerce, e-communication, and
e-business  services.  The  Company  generally  acquires  ownership interests in
companies that allow it to have a significant influence over their direction and
management over the long-term. Meridian Holdings, Inc., assigns a dedicated team
to  each  partner  company  and  actively assists its partner companies in their
management,  operations  and finances. The Company seeks to maximize shareholder
value  by  actively  providing  operational assistance and expertise to help its
partner  companies  grow   and  develop  and  by  giving  its  shareholders  the
opportunity  to  participate  in  the  initial  public  offerings of its partner
companies  while  retaining  a  significant ownership interest after the initial
public offering. Its network of partner companies creates an environment through
which  companies can leverage one another's  information technology, operational
experience,  business  contacts  and  industry  expertise.

Use  of  Estimates
Management  will use estimates and assumptions in preparing financial statements
(e.g.  depreciation).  Those  estimates  and  assumptions  affect  the  reported
amounts  of  assets  and  liabilities,  the  disclosure of contingent assets and
liabilities,  and  reported  revenues  and  expenses.

Fiscal  Year
The  Company  operates  on  a  December  31st  year  end.

Income  Recognition
The  Company  prepares  its financial statements and federal income taxes on the
accrual basis of accounting. The nature of the business is such that the Company
receives  stock and other necessary materials from the customers for processing.
As  such  no  inventories  of  any  significance  are  maintained.

NOTE  2  -  Capitalization

The  Company  is  authorized  to issue 10,000,000 shares of Preferred Stock, per
value  $.001,  and  50,000,000  shares  of  Common  Stock,  par  value  $.001.

The  Common  Shares each have voting rights, with par value $0.001 per share and
no  preference  rights.  As  of  March  31,  2000,  there were 31,217,900 Common
Shares  of  the  Company issued and outstanding.  There were no Preferred Shares
issued  or  outstanding.

NOTE  3  -  Business  Combinations

On  January  31,  2000,  the  Company  acquired  a  51%  ownership  interest  in
Meridian  Health  Systems, Inc. (Inglewood), a Delaware corporation. As provided
by  the  stock  purchase  agreement,  Meridian  Health  Systems,  Inc.  became a
subsidiary  of  Meridian Holdings, Inc. and the core managed health care unit of
the  Meridian  group  of companies.  Under the terms of this agreement, Meridian
Holdings,  Inc.,  will  receive  2,100,000  shares  of Common  Stock (0.0001 par
value)  of  Meridian  Health  Systems,  Inc.  in  exchange  for  the  following:

  (i)    Provision  of  future corporate  financing  to  the  company and  other
         necessary  support  in  regards  to  the company's business development

  (ii)   Assume   the   following   debts   of  the  Seller  :
         a).  Debt  owed  to  Los  Angeles  Community  Development  Bank in. the
              amount  of  $59,572.28.
         b).  Debt  owed to First Professional Bank, in the amount of $11,507.11

Following  its  acquisition  of  Capnet  Group  of Companies  in  1999, Meridian
Holdings,  Inc.,  was named co-signer to these loans, therefore these debts  has
always been included  in the financial statements  as long  term  liability.


<PAGE>
NOTE  4  -  Loan  Payable  to  Union  Bank

On March 31st, 2000, the company established a revolving business line of credit
with  Union  Bank  of  California, in the amount of $50,000. The said loan has a
variable  annual  percentage  rate,  which  as  of  this  report  is  11.50%.

NOTE  5  -  Accounts  Receivable

As  at  March  31, 2000,  accounts  receivable represented  the  residual amount
of  fees  earned  and  reasonably  expected  to be collected.

NOTE  6  -  Property  Plant  &  Equipment

Property and equipment are stated at cost.  Acquisitions having a useful life in
excess  of  one  (1) year are capitalized.  Repairs and maintenance are expensed
in  the  year  incurred.  Capital  assets  are  depreciated by the straight-line
method  over  estimated  useful  lives  of the related assets, normally five (5)
to  seven (7)  years. Property  and  equipment  consists  of the following as of
March  31,  2000  is  summarized  as  follows:

<TABLE>
<CAPTION>
                                    2000
                                   =====
<S>                             <C>
Computer Equipment . . . . . .  $ 56,628
Leasehold Improvements . . . .     6,500
Office Furniture & Fixtures. .    36,603
Office Equipment . . . . . . .     7,169
Software . . . . . . . . . . .    11,385
Medical Equipment. . . . . . .     5,391
Less: Accumulated Depreciation    97,889
                                 -------
                                $ 25,787
                                 =======
</TABLE>


NOTE  7  -  INCOME  TAXES

Operating  Loss  and  Tax  Credit  Carryforwards

The  Company,  as of December 31, 1999, has loss carryforwards totaling $906,336
that  may  be  offset  against  future  taxable  income.  If  not  used,  the
carryforwards  will  expire  as  follows:
<TABLE>

<CAPTION>

<S>                            <C>
                   Year  2011     $329,768
                   Year  2012      576,568
                                  --------
                        Total     $906,336
                                  ========
</TABLE>

As a result of the above carryforwards, there is no provision for income tax for
the  year  ended  December  31,  1999.

NOTE  8  -  EARNINGS  PER  SHARE

The  Company  has  calculated  the income per common share based upon 31,217,900
shares  issued  and  outstanding.  The  net  income  per  share  was  $0.0.























<PAGE>
                            MERIDIAN  HOLDINGS,  INC.


THE  COMPANY

Meridian  Holdings,  Inc. (NASDAQ: Bulletin Board - MEHO) was incorporated under
the  laws  of  the  State  of  Colorado  on October 13, 1998. The Company  is an
acquisition-oriented holding company focused on building, operating and managing
a  portfolio  of  business-to-business  companies.  Meridian  seeks  to  acquire
majority  or  controlling  interests  in  companies  engaged  in  e-commerce,
e-communication,  and  e-business services, which will allow the holding company
to  actively  participate  in  management,  operations  and finances. Meridian's
network  of  affiliated  companies  is designed to encourage maximum leverage of
information  technology,  operational  excellence,  industry  expertise  and
synergistic  business opportunity. Meridian is committed to building shareholder
value  by  positioning  affiliated companies as independent business entities in
which  Meridian  shareholders  enjoy  equity  participation.

RISKS  ASSOCIATED  WITH  MANAGING  GROWTH

The  Company's  anticipated level of growth, should it occur, will challenge the
Company's management and its sales and marketing, customer support, research and
development  and  finance  and  administrative  operations. The Company's future
performance will depend in part on its ability to manage any such growth, should
it  occur,  and  to  adapt  its  operational  and  financial control systems, if
necessary, to respond to changes resulting from any such growth. There can be no
assurance that the Company will be able to successfully manage any future growth
or  to adapt its systems to manage such growth, if any, and its failure to do so
would  have  a  material  adverse  effect  on  the Company's business, financial
condition  and  results  of  operations.

LACK  OF  A  PRESENT  MARKET  FOR  SECURITIES

The  Common  Stock  is currently quoted on the OTC Bulletin Board, maintained by
under the Symbo: MEHO,  and  there  is presently only a  very limited market for
the Common Stock. Historically the spread between the bid and asked price of the
Company's Common Stock  has  been large reflecting limited trading in the stock.
The  trading  price  for  the  Common Stock  has fluctuated widely in the recent
past.

MARKET  FOR  COMMON  STOCK

The  Common  Stock  is  traded  on the Bulletin Board maintained by the National
Association  of  Securities  dealers,  Inc.  under the symbol "MEHO."  The Price
Range  of the Company's Common Stock has varied significantly in the past months
ranging  from  a  high  bid  of  $3.00 and a low bid of $1 per share.  The above
prices  represent  inter-dealer  quotations without retail mark-up, mark-down or
commission,  and  may  not  necessarily  represent  actual  transactions.

SELECTED  FINANCIAL  DATA

The  Company  had net working capital of $337,185 as at March  31, 2000 compared
to  $416,385 during the fourth quarter ended December 31, 1999.  This represents
a  decrease  in  working  capital  of 19.3%. This decrease in working capital is
attributed  to  decrease  in  enrolment  of  membership into Capnet IPA Network;
termination  of  benefits  to  assigned  members,  as  well  as  termination  of
unprofitable  contracts  with  one  of  the  contracted  health  plans.

The  selected  financial data set forth above should be read in conjunction with
"Management's  Discussion  and  Analysis  of  Financial Condition and Results of
Operations"  and  the  financial  statements  notes  thereto.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION AND RESULTS OF
OPERATIONS:

The following section contains forward-looking statements that involve risks and
uncertainties,  including  those  referring  to the period of time the Company's
existing  capital  resources  will  meet the Company's future capital needs, the
Company's future operating results, the market acceptance of the services of the
Company, the  Company's  efforts  to  develop new products and services, and the
Company's  planned  investment  in  the  marketing  of  its current services and
research  and  development   with  regard  to  future endeavors.  The  Company's
actual   results  could  differ  materially  from  those  anticipated  in  these
forward-looking  statements  as a result of certain factors, including: domestic
and  global  economic  patterns  and  trends.

LIQUIDITY  AND  CAPITAL  RESOURCES  OF  THE  COMPANY.

On  June  29,  1999,  Dr.  Anthony  C.  Dike joined  the Company as Chairman and
Chief Executive Officer.  Under his employment agreement, the Company was to pay
Dr.  Dike  a base salary of $12,000 per month.   As of January 1, 2000 and up to
March  31,  2000,  the  Company  has  not  paid Dr. Dike any portion of his base
salary  that was calculated to $36,000.  Dr. Dike has agreed to apply the entire
amount  owed  to  him  by  the company towards purchase of more shares of common
stock  of  the  company  as  per  the  1999  qualified  stock  option  plan.

Long-term  cash  requirements,  other  than  normal  operating  expenses,  are
anticipated  for the continued development of the Company's business plans.  The
Company  will need to raise additional funds from investors in order to complete
these  business plans.  There is no assurance that such funds will be available,
and  even  when  available,  the  terms  may  be  very  prohibitive.

RESULTS  OF  OPERATIONS

The  Company  generated  revenues  from  operations of $337,185 during the first
quarter  ended  March  31,  2000,  compared  to  the revenues from operations of
$416,385  during  fourth  quarter  ended  December  31, 1999.  This represents a
decrease  in  revenues  of  19.3%.  This  decrease  in  revenue is attributed to
decrease  in  enrolment  of  membership  into Capnet IPA Network, termination of
benefits  to  assigned members, as well as termination of unprofitable contracts
with  one of the contracted health plans.   The Company recorded a net loss from
operations  of  $(111,297) during  the  three-month period ended March 31, 2000.
Apart  from  pre-opening  expenditures  of  $6,089,  there  were no revenues and
expenses  recorded  during  the  period  ended  March  31,  1999.

The  increase  in  net  loss  is  attributed  to  the  hiring  of  additional
support-staff,  acquisition  of  additional  office  equipment,  marketing  and
outside  consultants  fees.

Management  anticipates  that  general  operating  expenses will increase, as it
pursues,  vigorously,  its  acquisition  of  new  business opportunities and the
integration  of  the  existing  ones.

PLAN  OF  OPERATIONS

On January 7, 2000, the Company held its first annual shareholder meeting at the
Ramada Inn, in Culver City, California.  The new board of directors for the year
2000,  was  elected,  with  the  addition  of  four  new members to the board of
directors.  Also,  during  this meeting, the shareholders approved the company's
1999  stock  option  plan.

On  January 13, 2000, the Company also announced that distribution of a dividend
in  the form of common stock (five shares of InterCare.com, Inc., for each share
of  free-trading  stock  of  Meridian  Holdings,  Inc. owned) will take place on
January  15,  2000  to shareholders of record as of December 30, 1999. Corporate
Stock  Transfer  (Denver),  the  company's  stock  transfer agent, processed the
dividend  issuance.

On  January 18, 2000, the Company announced the appointment of Mr. Philip Falese
as  the  Chief  Financial Officer.  Mr. Falese has over 18 years of professional
accounting  and  legal  experience,  including  three years with the law firm of
Foster & Ripley (Los Angeles).   As a Program Auditor for the Los Angeles County
Department  of  Health  Services,  he  created  and developed audit programs and
conducted  on-site reviews of fiscal viability of nearly three dozen contractors
engaged  in  the  Department's Tobacco Control Program.  He was formerly a staff
accountant  with  Carter,  Turner  & Co., (CPAs),  (Los Angeles) and served as a
business  consultant  to  various  clients  in  the  areas of strategic business
development,  asset  valuation and financial and tax planning under the umbrella
of  his  consulting firm - Market Street Advisors, LLC.   Falese received an MBA
from  the  University  of  Alabama,  a  Juris Doctorate from Northrop University
School  of Law, and an LLM (with a specialty in tax) from Golden Gate University
School  of Law.   He brings an exceptional depth of knowledge and versatility to
the  position  of  chief financial officer and considered a valuable addition to
the  organization.

Also,  on  the  same day, the company announced that on behalf of its subsidiary
InterCare.com, Inc., the company has filed a Registration Statement on Form SB-2
with the Securities and Exchange Commission in anticipation of an initial public
offering  of  InterCare.com,  Inc.  common  stock.

On January 31, the Company announced the acquisition of a 51% ownership interest
in  Meridian  Health  Systems,  Inc.  (Inglewood),  a  Delaware corporation.  As
provided by the stock purchase agreement, Meridian Health Systems, Inc. became a
subsidiary  of  Meridian Holdings, Inc. and the core managed health care unit of
the  Meridian  group  of companies.   Dennis Youkstetter, who has been active in
managed  health  care  business in Southern California for nearly 20 years, will
remain  as  President  and  CEO of Meridian Health Systems, Inc.  Throughout his
career, Mr. Dennis Youkstetter has organized and managed  a  variety  of  health
plans,  participating  in the organization of Care America, Blue Shield and Viva
Health  plans in the early 1980s.   He was also instrumental in the licensing of
Loma  Linda  University  Health  Plan,  the  first  tertiary  medical
school/hospital-sponsored  plan  in  California., which was later sold to Inland
Health  Plan;  Bay  Shores Health Plan, the first medical group-sponsored health
plan  in  California.;  and  Care  1st Health Plan, one of the health plans that
provide  managed  care  services  in Los Angeles to those eligible for Medi-Cal.
He  served  as  the  latter  organization's  first  president  and  CEO.

On  February  14, 2000, the Company announced the institution of  a ``Frequently
Asked  Questions''  (FAQs)  at  the  company's  web  site at www.meho.com with a
discussion  of  the  Meridian's  Subscription  Program  and  dividend policy for
shareholders  of  the  company's  common stock. Under the company's Subscription
Program,  shareholders  who  own  at  least  100  shares of stock of the holding
company in a single account on a given record date will be given the opportunity
to  participate  in  a  portion  of  the  initial  public offering of a Meridian
Holdings,  Inc.  majority-owned  or  subsidiary  company. In addition to setting
forth  eligibility requirements, the FAQs provide a discussion of procedures for
notification  and  subscription  and  typical  time  frames  associated with the
program.  Parameters  for dividend distribution are also provided, along with an
explanation  of  how  record  dates  are  determined  for  such  purpose.

On  February 18, 2000, the Company announced the timely filing of Form 10KSB for
the  year  ended  December  31, 1999, during which the Company indicated that it
generated  an  annual  revenue  of  approximately  $1.4  million.

On  Febraury  22, 2000, the Company executed a term sheet with Heller Healthcare
Finance,  a  division  of Heller Financial, Inc. (Heller) (NYSE: HF), for the
establishment   of   a   line   of   credit  up  to $10 million for up to 80% of
Meridian's  net  collectable  accounts  receivable. The revolving line of credit
will  be  available  to  Meridian  for use by the Meridian group of companies to
provide ongoing working capital requirements for two years.  As of this writing,
the  Company  has  not  borrowed  money  from  this  vendor,  nor  any loan been
granted.

On  March  17, 2000, the Company announced  that it  has engaged the services of
NC  Capital  Markets  (one  of  The  National  Capital  Companies;  Irvine),  an
investment  banker  specializing  in  capital  formation small cap companies, to
assist the company with financing and execution of its acquisitions and business
plans.

Founded  in 1992 to provide full-service investment banking, brokerage, trading,
and  financing services primarily focusing on new and rapidly growing companies,
NC  Capital  has  a  national presence and operates from multiple coast-to-coast
locations.   Under  the  terms of this agreement, the Company will issue 250,000
restricted  shares at 0.001 par value for the services to be rendered as per the
Financial  consulting  services  agreement  dated  March  1,  2000. Details of
this transaction was included in the form 8-K  filed on May 8, 2000, and
incorporated herein by reference.

On  March 20, 2000, the Company announced the appointment of Mr. Dale W. Church,
Esq.,  to  serve  a  one-year  renewable  term  on the board of directors of its
subsidiary,  InterCare.com,  Inc.  Mr.  Dale  Church,  who will also serve as an
advisor  to  the  Meridian  group of companies, is currently Chairman and CEO of
Ventures  &  Solutions, LLC, a firm specializing in counseling and consulting to
high  technology  companies.  He  was  formerly  a  partner  in  the law firm of
McDermott,  Will  &  Emery's  (Washington,  D.C.).  His  practice  focused  on
international  and  United  States government contracting, developing companies,
mergers  and  acquisitions  and  joint ventures. Mr. Dale Church also  served as
deputy  undersecretary of defense for research and engineering in the Department
of  Defense  from 1977 to 1980, served as counsel to the President's Blue Ribbon
Commission  on  Defense  Management  (the  Packard  Commission), and served as a
member  of  the  1988 Defense Science Board Study Program on commercial products
and  contracting.   He  has  served  on  the  board  of advisors of the American
University  Business  School,  the  board  of  advisors of the National Contract
Management Association (NCMA), the board of editors of the NCMA Journal, and the
Defense  Science  Board  Task Force on industry-to- industry cooperation. He has
written extensively on contract policy and has lectured extensively before major
defense, aerospace and  electronics  industry associations.  Mr. Church serves
on the board of directors of a number of private and  public corporations.

Admitted  to  the  bar  in  the District of Columbia and California, Church is a
member  of  the  American  Bar Association and the Federal Bar Association.   He
received  a  BS  in business administration from Oregon State University, and he
graduated  from  George  Washington  School  of  Law.

On  March  22,  2000,  the Company entered into a joint venture with Osprey Data
Systems  Corp.  (San  Clemente).  Pursuant to the agreement, Meridian and Osprey
will  participate  in  a  global  enterprise to cooperatively develop and market
e-commerce,  e-communications,  and  e-business  solutions  worldwide. Under the
joint  venture,  each  company will contribute equally to the resources and will
benefit  equally  from  the  proceeds  of  venture  projects.

To  address  issues  associated  with  use  of  the  Internet  for  business and
electronic  information management, Osprey Data Systems has created hardware and
software  modules  and  an  information management system that provides enhanced
performance,  ease-of-use,  scalability and multilevel security, at lower prices
than  equivalent systems implemented with standard components. Osprey's Net-Gain
2000,  for  5-100 users, is designed to improve real-time system performance and
to  minimize  problems  associated  with  entry-level usage, as well as a larger
number of networked users in operating system environments such as NT, LINUX, or
higher  performance systems such as Sun's Solaris.  Projects contemplated by the
joint  venture  include  the  development  of hardware and a compatible software
suite  of  products  that  will  enhance  automated  communication,  information
processing,  filing  and  group  distribution  in  a highly secure vital private
network  environment.  This  technology  will provide utility in areas of health
care,  transaction  management,  telemedicine  and  distant  learning.

On  March 27, 2000, the Company announced the execution of a letter of intent in
anticipation  of a formal agreement, whereby Meridian will acquire 55% of Osprey
Data  Systems  Corp  (San  Clemente),  a  developer of IT hardware and firmware.
According  to  the  terms  of  the contemplated agreement, Meridian will provide
funding  to  be  used  for  product  development and the market launch of Osprey
intelligent  information  management  systems.  Also,  under  the  terms  of the
agreement,  Osprey  Data  Systems will become a subsidiary of Meridian Holdings,
Inc.  A  definitive  agreement  will  be executed within 60 days, subject to due
diligence  review  and  approval  by  the  board of directors of both companies.

PART  II     -  OTHER  INFORMATION

ADDITIONAL  INFORMATION

On  April 11, 2000, the Board of Directors approved the amendment of the article
of  incorporation  of  the  registrant,  whereby  the total number of authorized
shares was increased to 100,000,000 Common Stock, and 20,000,000 Preferred Stock
all  at  $.001  par value. Details of this announcement is contained in the Form
8-K  filed  on  April  11,  2000  and  incorporated  herein  by  reference.

On  May  8,  2000, the Registrant announced a 3 for 1 forward stock split with a
record  date  of June 15, 2000 and distribution date of June 30, 2000.   This is
pursuant  to  consent resolution by the Board of Directors for the best interest
of  the corporation and shareholders.  Details of this announcement is contained
in  the  Form  8-K  filed  on  May 8, 2000 and incorporated herein by reference.


                                   SIGNATURES


Pursuant  to  the  requirements  of Section 12 of the Securities Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the  undersigned  thereunto  duly  authorized.


MERIDIAN  HOLDINGS,  INC.

DATE:  May  16,  2000
                                   By:  /s/  Philip  Falese
                                        -------------------
                                             Philip  Falese
                                   Chief  Financial  Officer

















































<PAGE>

EX-27.1
                             FINANCIAL DATA SCHEDULE

[ARTICLE]  5
[MULTIPLIER].1
<TABLE>
<CAPTION>
<S>                                     <C>
[PERIOD-TYPE]                               3-MOS
[FISCAL-YEAR-END]                      DEC-31-2000
[PERIOD-START]                         JAN-01-2000
[PERIOD-END]                           MAR-31-2000
[CASH]                                      54,540
[SECURITIES]                             3,880,000
[RECEIVABLES]                              286,928
[ALLOWANCES]                                77,194
[INVENTORY]                                  5,989
[CURRENT-ASSETS]                           274,805
[PP&E]                                     123,676
[DEPRECIATION]                              97,889
[TOTAL-ASSETS]                           4,180,592
[CURRENT-LIABILITIES]                       88,310
[BONDS]                                          0
[PREFERRED-MANDATORY]                            0
[PREFERRED]                                      0
[COMMON]                                    31,158
[OTHER-SE]                               3,875,050
[TOTAL-LIABILITY-AND-EQUITY]             4,180,592
[SALES]                                    337,185
[TOTAL-REVENUES]                           337,185
[CGS]                                      201,437
<TOTAL OP COSTS>                           202,651
[OTHER-EXPENSES]                            (5,631)
[LOSS-PROVISION]                                 0
[INTEREST-EXPENSE]                               0
[INCOME-PRETAX]                           (111,297)
[INCOME-TAX]                                     0
[INCOME-CONTINUING]                              0
[DISCONTINUED]                                   0
[EXTRAORDINARY]                                  0
[CHANGES]                                        0
[NET-INCOME]                              (111,297)
[EPS-BASIC]                                    0
[EPS-DILUTED]                                    0
</TABLE>
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