UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON,  D.  C.  20549


                                  FORM  10-QSB
                                 Amendment No. 1


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

               For  the  Quarterly  Period  Ended          September  30,  1999

(   )     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  November  11,  1999,  Meridian Holdings, Inc., Registrant had 26,957,500
shares  of its $0.001 par value common stock outstanding. Based upon the closing
price  at  such  date,  aggregate  market  value  was  $26,9575,000


                                        Page 1 of 12 sequentially numbered pages
                                                                       Form 10-Q
                                                              Third Quarter 1999


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


                                      INDEX


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

PART  I.  FINANCIAL INFORMATION

          Balance Sheets - September  30, 1999                           3

          Statements of Operations for the Nine Months
          Ended  September  30, 1999                                     4

          Statement of Cash Flows for the Nine Months
          Ended September  30, 1999                                      5

          Notes to Financial Statements                                6-7

          Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                     9

PART II   OTHER INFORMATION

          Additional Information                                        12
          Y2K Disclosure                                                12

          Signature                                                     12
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                             MERIDIAN HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEETS
                                  SEPTEMBER 30,
                                   (UNAUDITED)


                                                      1999        1,998
                                                   ==========  ===========
<S>                                                <C>         <C>
Current Assets:
  Cash In Bank                                        77,101       39,701
  Accounts Receivable                                282,226      342,144
  Inventories                                         25,557       15,000
                                                   ----------  -----------
Total Current Assets                                 384,883      396,845
                                                   ----------  -----------
Fixed Assets:
  Computer Equipment                                 112,628       72,516
  Leasehold Improvements                               6,500
  Office Furniture & Fixtures                         36,603
  Office Equipment                                     7,262       21,548
  Computer Software                                    5,956
  Medical Equipment                                    6,150       58,094
                                                   ----------  -----------
Total                                                175,098      152,158
Depreciation Reserve                                (146,642)    (128,195)
                                                   ----------  -----------
Total Fixed Assets                                    28,457       23,963
Other Assets:
  Other Investments                                      500        1,000
  Prepaid Rent Deposit                                 4,791
  Organization Costs (net)                            20,333        1,469
                                                   ----------  -----------
Total Other Assets                                    25,624        2,469
Total Assets                                         438,964      423,277
                                                   ==========  ===========
Current Liabilities:
  Accounts Payable                                    15,046        6,519
  Accrued Payroll Taxes Payable                        4,347
  Credit Cards Payable                                49,598       38,183
  Loan Payable MME                                                 43,906
  Payroll Liabilities                                             264,615
                                                   ----------  -----------
Total Current Liabilities                             68,991      353,223
Long Term Liabilities:
  Loan Payable - Small Business Administration        43,352       44,643
  Loan Payable - L.A. Community Development Bank      60,000
  Loan Payable - First Professional Bank              15,031
  Loan Payable - G.E. Capital Credit                  30,247
  Loan Payable Sanwa                                                8,309
  Loan Payable Stockholder                                        329,096
  Note Payable - MMG Investments                                  458,002
Total Long Term Liabilities                          148,630      840,050
                                                   ----------  -----------
Total Liabilities                                    217,621    1,193,273
                                                   ----------  -----------
Shareholders' Equity:

  Common Stock, Par Value $0.001 Per Share;           26,958        1,000
  Authorization 50,000,000 shares;  Issued and
  Outstanding 26,957,500 Shares
  Additional Paid In Capital                       1,015,460      280,792
  Accumulated Deficit                               (821,075)  (1,051,788)
                                                   ----------  -----------
  Total Shareholders' Equity                         221,343     (769,996)
                                                   ----------  -----------
  Total Liabilities & Shareholders' Equity           438,964      423,277
                                                   ==========  ===========
</TABLE>


             SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


<PAGE>

<TABLE>
<CAPTION>
                             MERIDIAN HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                 Three Month Ended     Nine Months Ended
                                    September 30,        September 30,
                               --------------------  ----------------------
                                  1999       1998      1999      1,998
                               ----------  --------  -----------  ---------
<S>                            <C>         <C>       <C>       <C>
Revenues:
  Professional Fees               336,642  107,397      976,534    238,033
Cost of Revenues:

  Capitation Fees                 140,953   53,154      328,061     95,563
  Medical Services                  1,040    2,803       25,540      4,749
  Management Fees                  20,747   28,607       89,414     57,765
  Other                             1,200                16,231
                               ----------  --------  -----------  ---------
Total Cost of Goods Sold          163,940   84,564      459,246    158,077
                               ----------  --------  -----------  ---------
Gross Profit                      172,701   22,833      517,287     79,956
Operating Expenses:
  Amortization & Depreciation       5,314    5,357        5,314     10,129
  Outside Services                  5,138                 5,138
  Accounting                                             13,934
  Advertising                      14,500                43,790        750
  Automobile                        3,325    1,172        4,706      4,042
  Bank Charges                        515    1,653        1,215      1,653
  Consulting Fees                  23,542    4,182       34,751      4,182
  Credentialing                       900                 3,855
  Due & Subscriptions                 182    1,075        2,675      4,150
  Employee Benefits                 1,943      726        7,193      1,443
  Equipment Rental                           4,154        6,759      5,496
  Insurance                         5,195    2,135       15,922      8,947
  Legal & Professional             16,294    3,150       19,739      9,162
  Licenses & Permits                3,908      472        5,393      1,225
  Miscellaneous                    10,497    3,204       10,755      3,452
  Postage & Delivery                  811      154        2,550        831
  Printing                            609                 2,025      1,670
  Rent                             13,365    4,600       43,336     15,600
  Repairs                                       88        3,315      3,771
  Salaries - Medical Staff         41,010   43,971       81,736    133,187
  Supplies                          2,323    4,295        8,432      5,870
  Taxes - Payroll                   4,018    3,145       10,979      6,205
  Taxes - Property                           1,115          174      1,115
  Telephone & Internet              8,671    5,694       39,594     10,367
  Travel & Entertainment            2,492                 4,654
  Utilities                           900      670        2,109      1,800
                               ----------  --------  -----------  ---------
Total Operating Expenses          165,451   91,012      380,041    235,047
Net Income from Operations          7,251  (68,179)     137,246   (155,091)
  Other Income                        183        0        3,115          0
  Other Expenses                    2,345      373        6,033      2,696
  Net Other Income                    342    2,687         (413)       364
                               ----------  --------  -----------  ---------
Net Income                          7,593  (65,492)     136,833   (154,727)
                               ----------  --------  -----------  ---------
Net Income Per Common Share                                 0.0
Common shares Outstanding                            26,957,500
</TABLE>

           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



<PAGE>
<TABLE>
<CAPTION>
                             MERIDIAN HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  SEPTEMBER 30,
                                   (UNAUDITED)


                                                         NINE MONTHS END
                                                          SEPTEMBER 30,
                                                       --------------------
                                                         1999       1,998
                                                       =========  =========
<S>                                                    <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income (loss)                                     136,833   (154,727)
  Adjustments to reconcile net loss to net cash used
    in operating activities:
    Depreciation                                          5,314     10,129
    Loss on Abandonment of Fixed Assets                  13,246     19,368
  Changes in assets and liabilities:
    Accounts Receivable                                 (46,091)  (294,472)
    Inventories                                         (14,060)      (988)
    Other Investments                                               (1,000)
    Prepaid Rent Deposit                                 (4,791)
    Accounts Payable                                   (150,405)      (800)
    Payroll Taxes                                          (985)      (822)
    Credit Cards                                         12,208     28,645
    Loan Payable MME                                    (70,141)    43,906
    Loan Payable SBA                                     (2,457)   271,217
    Loan Payable First Professional Bank                 15,031
    Loan Payable G.E. Capital Credit                     30,247
    Loan Payable Sanwa                                   (7,965)      (829)
    Payable Stockholder                                            329,096
    Note Payable - MMG                                 (470,818)    39,690
                                                       ---------  ---------
  NETCASH USED IN OPERATING ACTIVITIES                 (554,834)   288,413
                                                       ---------  ---------

  CASH FLOW FROM INVESTING ACTIVITIES
    Purchase of property and equipment                  (20,975)   (14,046)
    Organization Costs                                   (9,453)       339
    Reduction in Retained Earnings                                (275,565)
                                                       ---------  ---------
  NET CASH USED IN INVESTING ACTIVITES                  (30,428)  (289,272)
                                                       ---------  ---------

  CASH FLOW FROM FINANCING ACTIVITIES
    Issuance of Company Stock - Cash                     55,246
    Common stock issued to retire MMG notes             500,000

                                                       ---------  ---------
  NET CASH PROVIDED BY FINANCING ACTIVITIES             555,246          -
                                                       ---------  ---------

  NET DECREASE IN CASH                                  (30,016)      (859)

  CASH AT BEGINNING OF PERIOD                           107,117     40,560
                                                       ---------  ---------
  CASH AT END OF PERIOD                                  77,101     39,701
                                                       =========  =========
</TABLE>

             See accompanying notes to consolidated financial statements


<PAGE>
                            MERIDIAN  HOLDINGS,  INC.

                          NOTES TO FINANCIAL STATEMENTS


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.  Management  has made all of the necessary adjustments which, in the
opinion  of  management, are necessary to make these financial statements not to
appear  misleading.  These  accounting  policies  conform  to generally accepted
accounting  principles  and have been consistently applied in the preparation of
the  financial  statements.

The  Company  completed  the acquisition of the Capnet Group of Companies on May
25,  1999.  On  September  18th  1999,  the  Company  acquired  51%  of  all the
outstanding  Common  Stock  of  Intercare  Diagnostics,  Inc.,  a  California
Corporation,  in  exchange  for  services  and  assumption  of  certain debts of
Intercare  Diagnostics,  Inc.  The  financial  statements  for the Quarter ended
September  30,  1999  have  been  prepared to reflect a consolidation of the 51%
equity  interest  in  Intercare  Diagnostics,  Inc.


NOTE  2  --  ORGANIZATION
             ------------

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.  The Company is focusing on providing
services  that  will generate recurring revenue.  Internet based communities, an
on-line  mall,  classified advertisement and auction websites will be developed,
acquired  or  be  affiliated  with  the  Company.  The  Company expects that the
majority  of  its  revenues  will  initially  consist  of recurring subscription
revenues  and  revenues  from  management service agreements.  If the Company is
successful  in  increasing  its  subscriber base, building brand recognition and
increasing  traffic  on  its  Web  site,  the  Company  expects  revenues  from
advertising,  transaction and sponsorship fees to increase as percentages of its
total  revenues.

Income per share -- The Company has calculated the income per common share based
----------------
upon  26,957,500  shares  issued  and outstanding.  The net income per share was
$0.00.

NOTE  3  --  LEASE  OBLIGATION
             -----------------

The  Company's  corporate  offices  are located at 900 Wilshire Boulevard, Suite
500,  Los  Angeles, California  90017.  The Company is required to pay $2,270.67
per  month  rental.  The  Company  was  required  to  make  a  lease  deposit of
$4,541.34.  The  lease  expires  on  February 28, 2001.  The telephone number is
(213)  627-8878.  The  Company  has  additional  office  space  located  at 1601
Centinela  Avenue,  Inglewood, California 90302.  The Company is required to pay
$2,000.00  per  month  rental.  The  Company  was  not  required to make a lease
deposit.  This  lease  is  on  a  month  to  month  basis.


<PAGE>
                            MERIDIAN  HOLDINGS,  INC.

                          NOTES TO FINANCIAL STATEMENTS


NOTE  4  -  CAPITALIZATION
            --------------

The  Company  has  established one class of preferred stock, one class of common
stock  and  has  established  two  classes  of  warrants.  1,000,000  Class  "A"
redeemable Common Stock Purchase Warrants have been established, exercising into
common  Shares  at  an  exercise  price of $3.00 per share.  1,000,000 Class "B"
redeemable Common Stock Purchase Warrants have been established, exercising into
common  Shares  at an exercise price of $4.50 per share.  There were no Warrants
issued  or  outstanding  as  of  September  30,  1999.

The  Common  Shares each have voting rights, with par value $0.001 per share and
no  preference  rights.


As  of  September  30,  1999, there were 26,957,500 Common Shares of the Company
issued  and  outstanding.  There were no Preferred Shares issued or outstanding.
One million shares of Company's Common Stock were  issued  to  MMG  Investments,
Inc. at the fair market value of $0.5 per share on the day  of  exercise.  These
shares were issued to satisfy the debt of $500,000 incurred by  the  acquisition
of 51% of Intercare Diagnostics, Inc.


NOTE  5  --  PROPERTY  AND  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 expenses 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  as of September 30,  1999   and  1998
     is Summarized as   of  the  following:

               Computer  Equipment  &  Software    $112,628   $72,516
               Leasehold  Improvements                6,500
               Office  Furniture  &  Fixtures        36,603
               Computer  Software                     5,956
               Medical  Equipment                     6,150    58,094
               Office  Equipment                      7,262    21,548
                                                 ---------- ---------
               Total                                175,098   152,158
               Less:  Accumulated  Depreciation     146,642  (128,195)
                                                 ---------- ---------

               Total  Property  &  Equipment         28,457    23,963
                                                 ==========  =========



NOTE  6  --  INCOME  TAXES
             -------------

Operating  Loss  and  Tax  Credit  Carryforwards

The  Company has loss carryforwards totaling $864,852 that may be offset against
future  taxable  income.  If not used, the carryforwards will expire as follows:

          Year  2011                    288,284
          Year  2012                    576,568
                                       --------
          Total                        $864,852

As a result of the above carryforwards, there is no provision for income tax for
the  nine  months  ended  September  30,  1999.


<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
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.  The Company is focusing on providing
services  that  will generate recurring revenue.  Internet based communities, an
on-line  mall,  classified advertisement and auction websites will be developed,
acquired  or  be  affiliated  with  the  Company.  The  Company expects that the
majority  of  its  revenues  will  initially  consist  of recurring subscription
revenues  and  revenues  from  management service agreements.  If the Company is
successful  in  increasing  its  subscriber base, building brand recognition and
increasing  traffic  on  its  Web  site,  the  Company  expects  revenues  from
advertising,  transaction and sponsorship fees to increase as percentages of its
total  revenues.  On  September  18,  1999,  the company acquired 51% of all the
outstanding  Common  Stock  of  Intercare  Diagnostics,  Inc.  a  California
Corporation,  and  a  United  States  FDA  registered  Bio-Medical  Software
Manufacturing  Company, located in the city of Inglewood California, in exchange
for  assumption  of  debt  and  services.

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 Bulletin Board, maintained by the
National  Association  of  Security  Dealers,  Inc. ("NASDAQ") under the Symbol:
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. See "Common Stock
Price  Range."



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 $1.00 and a low bid of $0.125 per share. The above
prices  represent  inter-dealer  quotations without retail mark-up, mark-down or
commission,  and  may  not  necessarily  represent  actual  transactions.

At  September  30, 1999, the company had approximately 58 shareholders of record
for  its common stock, not including shareholders whose  Common Stock is held in
"Street"  names.  The  Preferred  shares  have never been offered to the public,
therefore  have  never  been  publicly  traded.


<PAGE>
SELECTED  FINANCIAL  DATA

Cash  and  cash  equivalents  totaled  $77,101 at September 30, 1999 compared to
$39,701  at September 30, 1998.  The increase in cash was due to the acquisition
of  the Capnet Group of Companies and consolidation of 51% interest in Intercare
Diagnostics,  Inc.  The Company had net working capital of $336,642 at September
30,  1999  compared to $238,033 at September 30, 1998.  This increase in working
capital  was  due to the restructuring of the long-term liabilities, infusion of
additional  capital  and  the  reduction  of  account  receivable.

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 establish and the development of new 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.


With the completion of the acquisition of the Capnet Group of Companies into the
Company,  the  operations have changed significantly.  Prior to the acquisition,
the  Company  was  in the capital formation stages and did not have any business
operations.  With  the  increased operations, however, there is also an increase
in  commitments  and  cash  requirements.  On  September  18,  1999, the company
acquired 51% of all the outstanding Common Stock of Intercare Diagnostics, Inc.,
in  exchange  for assumption of debt and services. This acquisition is accounted
for  in  the  current consolidated financial statement.  On June 29,  1999,  Dr.
Anthony C. Dike joined the Company as  Chairman  and  Chief  Executive  Officer.
Under the terms of his employment agreement, the Company as pay Dr. Dike a based
Salary of $12,000 per month. To date, the Company has  not  paid  Dr.  Dike  any
portion of his based salary that was calculated to $36,000 as  of  September 30,
1999, for the quarter ended September 30, 1999. The Company has not  accrued the
salary payable to Dr. Dike, since  he  has  agreed  to  forgive  the  liability.
He hopes to begin receiving his full salary sometime during the first quarter of
the year 2,000.


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 $976,534 during the nine-month
period  ended  September  30,  1999, compared to the revenues from operations of
$238,033 during the nine-month period ended September 30, 1998.  This represents
an  increase  in revenues of 410% from the year earlier.  The acquisition of 51%
of  Intercare  Diagnostics,  Inc.,  was  completed  on  September 18, 1999.  The
financial  statements for the periods ended September 30, 1998 and September 30,
1999  include  the  consolidated  operations.  The Company recorded a net profit
from  operations  of  $136,833  during the nine-month period ended September 30,
1999,  compared  to  a  net operating loss of $(154,727) during the period ended
September  30,  1998.

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.

The  Company  incurred  a  profit  of $7,593  for the third  quarter of 1999, as
compared  to  a  profit  of $71,212 for the second  quarter.  This profit, lower
than  anticipated, was due to the amount of time, effort and resources that were
required  to  be  expanded  to  complete  the  acquisition  of  51% of Intercare
Diagnostics,  Inc.,  on  September 18, 1999, hiring of additional support-staff,
acquisition  of  additional  office equipment, marketing and outside consultants
fees.


<PAGE>
There  are  no  seasonal  aspects  of  the  Company's  business that had, or are
expected  to  have,  a material effect on the financial conditions or results of
operations.

PLAN  OF  OPERATIONS

The  Company  has  undertaken  the completion of a Private Placement pursuant to
Regulation  D,  Rule 506 of the Securities and Exchange Commission.  The Company
will  be offering to Accredited Investors the opportunity to purchase Units at a
price  of  $5.00  each.  Each  Unit  consists  of Three Common Shares, par value
$0.001 per share, One Class "A" Redeemable Common Stock Purchase Warrant and One
Class  "B"  Redeemable  Common  Stock  Purchase Warrant.  Each Class "A" Warrant
entitles the holder thereof to purchase one additional share of Common Stock for
$3.00  per  share  for  a period commencing on the date of the Private Placement
Memorandum.  Each  Class "B" Warrant entitles the holder thereof to purchase one
additional  share of common Stock for $4.50 per share for a period commencing on
the date of the Private Placement Memorandum.  Each Warrant is redeemable by the
Company at a redemption price of $0.01 per Warrant at any time after nine months
from the date of the Private Placement Memorandum with thirty days prior written
notice,  if the average closing bid price of the Common Shares equals or exceeds
$5.00  for  any  twenty  consecutive  trading  days ending within ten days prior
notice  of  redemption.   As  of  September 30 1999, no unit of the offering has
been  sold,  nor  has  any  warrant  been  issued.

On  September  3,  1999,  Capnet  IPA,  a  division  of  Meridian Holdings Inc.,
announced  that  it  has  renewed its contracts with the County of Los Angeles -
Department  of  Health  Services  Community  Health  Plan.

The  agreements,  No.  H207146-1,  No. H207148-1 and No. H207190-1, provide that
Capnet  IPA  provide  services regarding health-care transactions and management
for  the  County of Los Angeles - Department of Health Services Community Health
Plan's  contracted  members,  through Capnet's network of Affiliated Physicians,
Hospitals  and other ancillary services providers within the greater Los Angeles
County.

The  agreements  were  extended  for  a  12-month  period.  These agreements are
evaluated  and  extended  on  an  annual  basis.  The  company projects that its
agreements  with  the  County  of  Los  Angeles  - Department of Health Services
Community  Health  Plan  will  provide  revenue  in  the  range of $1,500,000 to
$1,800,000  during  the  extension  period.

On  September  10  1999,  CAPNET.com,  a  division  of  Meridian  Holdings Inc.,
announced  that  it  has  officially  released  the  Version 5.0 of ``The Mirage
Systems  Internet-based  Healthcare  Transaction  Management Software Program.''

This  program  has been under development since 1994, and has undergone rigorous
testing  prior  to  current  deployment.  The  software  program  was originally
developed as a cross-platform software program (Microsoft Windows and Macintosh)
by  Intercare Diagnostics Inc. (A world-renowned biomedical software development
company)  utilizing  Microsoft  FoxPro  Software  Development  tool,  in  1993.

The  development  of  the  Internet  Version of the Program was started in 1994,
under  joint development efforts between Intercare Diagnostics Inc., A Microsoft
Developer  Network  ISV  Member,  and  CAPNET.com,  an Internet-based E-Commerce
Transactions  and  Management division of Meridian Holdings, utilizing Microsoft
Corporation  software  development  tools.

The current software was developed with Microsoft Visual Interdev 6.0, and it is
100%  compatible  with  Microsoft Windows NT 4.0, Microsoft Exchange Server 5.5,
Microsoft  SQL  7.0, Microsoft Access 7.0 and above, Microsoft Internet Explorer
4.0  and  above,  and Netscape 4.0 and above. The estimated street value of this
program  is  over  $5  million and expected to appreciate in value, when all the
program  features  are  fully  implemented  in  subsequent  versions.

Under  the  joint  development  agreement,  Meridian  Holdings  has an exclusive
license to use this software program to conduct healthcare transactions over the
Internet,  including  but  not  limited to Claims and Encounter Data Submission,
Eligibility  Verifications, Outcome analysis and Drug Utilization analysis, etc.


<PAGE>
So  far  the  following  contracted  health  plan partners, LA Care Health Plan,
County  of  Los Angeles Community Health Plan, Blue Cross of California, Care1st
Health Plan and Molina Medical Centers, have been connected to the Network as of
January  1999.  This  newly  released  version  will  allow  Capnet  contracted
Physicians  and  Hospitals  to  utilize  the  program  at  no  cost, while other
non-affiliated  healthcare  providers can only logon to the network on fee-based
transaction  arrangements.

In  future,  the  company intends to market this program to other non-affiliated
healthcare  organizations  on a fee based transaction module. As of this report,
no sales agreement for use of the software has been signed by any non-affiliated
healthcare  organization,  and  there  can  be no assurance that any such market
exists  for  the  software.

On September 18 1999, the Company acquired 51% of Intercare Diagnostics, Inc., a
United  States  FDA registered, world renowned biomedical software manufacturing
and  publishing  company  with  over 5-Multimedia software titles in the market,
namely:

a).     The  Mirage  Systems  Body  Pain  Trigger  Points  Software  programs
        (Both  Macintosh  and  Windows  versions)
b).     The  Mirage  Systems  Multimedia  Biofeedback  Software  Programs
        (Both  Macintosh  and  Windows  versions)
c).     The  Mirage  Systems  Internet-based  Healthcare  Transaction Management
        Software Program
d).     The  Mirage  Systems  Stress  Profiling  Software  Programs
        (Both  Macintosh  and  Windows  versions)
e).     The  Mirage  Systems  Electro-Diagnostics  Scan  Site  Program
        (Both  Macintosh  and  Windows  versions)

This  acquisition was consummated in exchange for certain debts to be assumed by
the  company  and  other services to be performed by the company as contained in
the Stock Purchase Agreement dated September 18 1999, filed with SEC on the Form
8K  submitted on September 20, 1999 and Form 8-K/A submitted in October 25, 1999
respectively.

On  September  27,  1999,  Intercare Diagnostics, Inc., a subsidiary of Meridian
Holdings,  Inc., announced that it has executed an Electronic Commerce Agreement
with  Netsales,  Inc.,  in  which  Netsales will distribute Intercare's software
programs  through more than 140,000 loyal reseller customers in 130 countries of
Ingram  Micro, the largest provider of computer technology products and services
in  the  world.

NetSales,  Inc.,  is  one of the oldest and most trusted providers of outsourced
e-commerce  services,  enables  companies  to  do  business  via the Internet by
developing  secure,  client-branded  e-commerce  sites.  Under the exclusive ESD
services  agreement with Ingram Micro, Netsales will work directly with software
publishers  who are not currently part of the Ingram Micro channel to ESD-enable
products for distribution through Ingram Micro's channel of participating online
resellers  -  including  some  of the Internet's largest and most popular online
stores.

Ingram Micro, Inc. (NYSE: IM - news), headquartered in Santa Ana, Calif., is the
                          --   ----
world's largest wholesale distributor of technology products and services, and a
leading  provider  of  assembly  and  integration  services  with sales of $25.5
billion  for  the  past four reported quarters. The company and its subsidiaries
operate  in  34 countries and distribute more than 225,000 products to more than
140,000  resellers  in  130  countries.

The company had entered into similar agreement earlier, with DigitalRiver, Inc.,
in  which  DigitalRiver will market the company's software program through major
retailers  such  as CompUSA, Wal-Mart, and other Internet software resellers. As
of  this  writing,  there  has  not  been  any  significant  sales reported, but
management  believes  that  such  sales  will  occur  as soon as  more funds are
committed  to  promotion  and marketing of the software program. There can be no
assurance  that  the  company  will  be  able  to sustain an extensive marketing
campaign,  if  it  is unable to raise additional capital for such an effort, and
even if the funds were to be available, there can be no assurance that the terms
for  such  level  of  funding  will  be  favorable  to  the  Company or could be
consummated  without  incurring  an  additional dilution of the Company's Common
Stock.


<PAGE>
On  October 8 1999, a term-sheet for a funding agreement was signed with Charter
Financial  Corp.,  located  in  Lakewood,  Colo.,  to  provide  funding  for the
company's accounts receivable with regard to an anticipated acquisition. Charter
Financial  will  provide approximately $15 million to the company. The amount is
based  upon  a  formula  determined  by the value of the account receivable. The
discount rate will range from 7.75% to 11%, depending upon payers and timeliness
of  payments.  The  Agreement  will  cover all accounts receivable with contract
terms  of  30  days  or  more, free and clear of all liens and encumbrances. All
terms are subject to due diligence review. The company entered into a minimum of
a  one-year  contract  with  Charter  Financial.


PART  II     -  OTHER  INFORMATION

ADDITIONAL  INFORMATION

Shareholder  meeting  and  Proxy  Vote.

The  Company  is  currently organizing a shareholder meeting, though no date has
yet  been  set,  the  company  hopes  to  conduct this meeting in  January 2000.

Y2K  Disclosure

The  company  has  taken  active  measures  to  assure  all  accounting systems,
operating  software  and  computer hardware are in compliance with Y2K. However,
special effort will be taken before the end of the year to provide backup of all
data  both  in  electronic  backup  and  hard  copy  of  documents.


                                   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:  October  25,  1999
                                   By:  /s/  Anthony  C.  Dike
                                        ----------------------
                                   Anthony  C.  Dike
                                   Chief  Executive  Officer  and
                                   Chief  Financial  Officer


<PAGE>