AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 17, 2004


                                                     REGISTRATION NO. 333-110891


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 AMENDMENT NO. 2
                                       TO
                                    FORM S-3

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                  I-TRAX, INC.
                   ------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
                   ------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   23-3057155
                   ------------------------------------------
                      (I.R.S. Employer Identification No.)

                          ONE LOGAN SQUARE, SUITE 2615
                               130 N. 18TH STREET
                        PHILADELPHIA, PENNSYLVANIA 19103
                                 (215) 557-7488
--------------------------------------------------------------------------------
   (Address, including zip code, and telephone number, including are code, of
                    registrant's principal executive offices)

                                 FRANK A. MARTIN
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                                  I-TRAX, INC.
                  ONE LOGAN SQUARE, SUITE 2615, 130 N. 18TH ST.
                             PHILADELPHIA, PA 19103
                               (215) 557-7488 x110
--------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including are code, of
                               agent for service)

                                   COPIES TO:

YURI ROZENFELD, ESQ.                     JUSTIN P. KLEIN, ESQ.
GENERAL COUNSEL                          GERALD GUARCINI, ESQ.
I-TRAX, INC.                             BALLARD SPAHR ANDREWS & INGERSOLL, LLP
ONE LOGAN SQUARE, SUITE 2615             1735 MARKET STREET, 51ST FLOOR
130 N. 18TH ST.                          PHILADELPHIA, PA  19103
PHILADELPHIA, PA 19103                   (215) 665-8500
(215) 557-7488 x116

Approximate  date of  commencement  of proposed  sale to the public:  As soon as
practicable after the effective date of this registration statement.

If the only securities  being registered on this Form are being offered pursuant
to dividend or interest reinvestment plan, please check the following box. [ ]

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]





If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering. [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]


If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box. [ ]


                       __________________________________

The registrant hereby amends the registration statement on such date or dates as
may be necessary to delay its effective date until the  registrant  shall file a
further amendment which  specifically  states that this  registration  statement
shall  thereafter  become  effective  in  accordance  with  section  8(a) of the
Securities  Act of  1933  or  until  the  registration  statement  shall  become
effective on such date as the Commission,  acting pursuant to said section 8(a),
may determine.





                                        2




     The  information  in this  prospectus  is not  complete  and may be changed
     without notice.  We may not issue these  securities  until the registration
     statement  filed with the Securities and Exchange  Commission is effective.
     This  prospectus  is not an offer to sell these  securities  and we are not
     soliciting  offers to buy these  securities in any  jurisdiction  where the
     offer or sale is not permitted.



                 SUBJECT TO COMPLETION, DATED FEBRUARY __, 2004


                                   PROSPECTUS

                                  I-TRAX, INC.


                                    2,494,389


                                    SHARES OF

                                  COMMON STOCK

         This prospectus  relates to the offer and sale from time to time of the
following share held by the selling shareholders:


          o    up to 1,479,389 shares of our common stock; and


          o    up to 1,015,000 shares of common stock issuable upon the exercise
               of outstanding warrants.

         The prices at which  selling  shareholders  may sell the shares will be
determined  by the  prevailing  market  price for the  shares  or in  negotiated
transactions.  We will  not  receive  any of the  proceeds  from the sale of the
shares.

         The  shares  offered  by this  prospectus  were  originally  issued  in
connection with private placements of our securities.


         Our common stock is listed on the  American  Stock  Exchange  under the
symbol  "DMX." On February 12, 2004,  the closing price for our common stock was
$4.30.


         Investing in our common stock  involves  risks,  which are described in
the "Risk Factors" section beginning on page 6 of this prospectus.

                        ________________________________

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.

                        ________________________________


              The date of this Prospectus is ________________, 2004






                                TABLE OF CONTENTS


Preliminary Notes..........................................................  2
Statement Regarding Forward-Looking Information............................  2
I-trax, Inc................................................................  3
Risk Factors...............................................................  6
Market for Common Equity................................................... 13
Use of Proceeds............................................................ 13
Selling Security Holders................................................... 14
Plan of Distribution....................................................... 18
Available Information...................................................... 19
Incorporation of Certain Documents by Reference............................ 19
Legal Matters.............................................................. 20
Experts.................................................................... 20


                                PRELIMINARY NOTES

         You should rely only on the information  contained and  incorporated by
reference in this  prospectus.  No one has been  authorized  to provide you with
different  information.  This prospectus is not an offer of these  securities in
any state  where the offer is not  permitted.  You should  not  assume  that the
information contained and incorporated by reference in this prospectus or in any
prospectus  supplement  is  accurate  as of any date  other than the date on the
front of the document.

         Unless otherwise indicated, references to "we," "our" and "I-trax" mean
I-trax, Inc. and its subsidiaries.

         Effective  January 3, 2003, we completed a 1-for-5 reverse stock split.
Our board of directors and  stockholders  authorized  the reverse stock split in
connection  with the then  pending  application  to list our common stock on the
American  Stock  Exchange.  Our common stock began trading on the American Stock
Exchange on January 15, 2003 under the symbol "DMX." The  information  presented
in this  prospectus  about the number of outstanding  shares of our common stock
and  historic  information  about our  common  stock and stock  prices  has been
adjusted to reflect the completed reverse stock split.


                 STATEMENT REGARDING FORWARD LOOKING INFORMATION

         This  prospectus  and our  filings  with the  Securities  and  Exchange
Commission  (or  SEC)  incorporated  by  reference  in this  prospectus  include
forward-looking statements. All statements,  other than statements of historical
facts,  included in this prospectus and our filings with the SEC incorporated by
reference  in  this  prospectus  regarding  our  strategy,   future  operations,
financial  position,  future  revenues,  projected costs,  prospects,  plans and
objectives   of   management   are   forward-looking   statements.   The   words
"anticipates,"  "believes,"  "estimates,"  "expects," "intends," "may," "plans,"
"projects,"  "will,"  "would" and similar  expressions  are intended to identify
forward-looking statements,  although not all forward-looking statements contain
these  identifying  words. We cannot guarantee that we actually will achieve the
plans,  intentions or expectations  disclosed in our forward-looking  statements
and you should  not place  undue  reliance  on our  forward-looking  statements.
Actual results or events could differ materially from the plans,  intentions and
expectations  disclosed  in the  forward-looking  statements  we  make.  We have
included important factors in the cautionary statements included or incorporated
in this prospectus,  particularly  under the heading "Risk Factors" beginning on
page 6 below  that we believe  could  cause  actual  results or events to differ
materially  from the  forward-looking  statements we make.  Our  forward-looking
statements  do not  reflect  the  potential  impact of any future  acquisitions,
mergers, dispositions, joint ventures or investments we may make.






                                      -2-




                                  I-TRAX, INC.

Business Overview

         I-trax enables better healthcare through personalized health management
programs.

         We believe  that our  personalized  disease  and  lifestyle  management
solutions  enable  organizations  to  evolve  from  fragmented  care  management
practices into a cohesive and efficient system of healthcare.  Our solutions are
fully integrated, use a single-data platform that allows all caregivers to share
records, and enable our clients to provide true coordination of care. We believe
that by facilitating  real-time  communication  between all stakeholders  within
today's complex  healthcare  system,  our solutions  reduce costs and enable the
best possible delivery of care.

         Health-e-LifeSM Program

         We  deliver  our  solutions  through  our  proprietary  Health-e-LifeSM
Program.  The  Program  is  designed  to  deliver  lifestyle,  disease  and risk
reduction interventions to an entire population by utilizing predictive science,
technology, clinical expertise and personal care coordination.

                  Predictive Science

         Our Health-e-LifeSM  Program incorporates predictive science to analyze
our clients'  medical  claims and pharmacy and clinical  data to predict  future
healthcare  costs. We believe this is an essential step to effective disease and
lifestyle   management.   Experts  agree  that  predictive  science  provides  a
comprehensive  advantage to health plans, employers and providers,  and leads to
cost effective medical  management and greater  profitability.  Using predictive
science,  we analyze our clients' entire  populations to accurately  predict our
clients'  future  healthcare  costs,   including  avoidable  costs,  the  health
conditions  that will  drive  those  costs and the people  within  our  clients'
populations who are at risk for those  conditions.  Armed with this information,
I-trax is able to target the most  appropriate  resources  to  achieve  the best
savings and return on investment.

                  Technology Solutions

         All  technology  components of our  Health-e-LifeSM  Program  utilize a
single data platform--Medicive(R)  Medical Enterprise Data System--a proprietary
software architecture developed to collect,  store, retrieve and analyze a broad
range of information used in the healthcare industry.

         Further,   our  web  accessible   solutions  include  portals  for  key
stakeholders  in the  care  delivery  process--consumers,  physicians  and  care
managers--thus  permitting  real-time  sharing of  information  and  support the
adherence to our health and disease intervention programs. The key technology we
use for effective care coordination include:

          o    Health-e-Coordinator(TM), a web-based care management
               application;
          o    MyFamilyMD(TM), a consumer health management portal;
          o    CarePrime(R), a clinical care application for physicians and
               clinicians; and
          o    I-talk(TM), interactive smart voice technology.

                  Interventions and Clinical Expertise

         Our personalized  health and disease  interventions  include  intensive
programs for  individuals  who suffer from,  or are at high risk for,  active or
chronic  disease and  tailored  programs  for  individuals  who are at low risk.
Depending on the individual's  level of risk, our custom tailored  interventions
include self-help programs available through the web or person-assisted programs
administered through our Care Communication  Center, which is staffed by trained
nurses and other healthcare professionals 24 hours per day, 7 days per week. All
interventions   include  lifestyle  and  risk  reduction  programs  that  follow
evidence-based clinical guidelines to optimize health, fitness, productivity and
quality of life.




                                      -3-


         We have  designed and are  implementing  interventions  for a number of
specific chronic conditions,  including congestive heart failure (CHF), coronary
artery disease (CAD),  asthma,  diabetes,  cancer  management,  cystic fibrosis,
lower back pain and chronic obstructive pulmonary disease (COPD).

                  Care Communication Center

         Our Care Communications Center is staffed with trained nurses and other
healthcare  professionals 24 hours per day, 7 days per week. Through the Center,
we effect  targeted  interventions  to  improve  the  health  management  of the
populations we serve.  The Center helps consumers make informed  decisions about
their health and provides ongoing support for those with chronic  diseases.  Our
demand management and nurse triage services incorporate  nationally  recognized,
evidence-based  clinical  guidelines to ensure that all caregivers and consumers
are following the best practices.

         Everything we do is built on information,  which drives decision-making
and results. Information guides the identification of consumers, the utilization
of  protocols   that  provide  high  quality  and  cost   effective   care,  the
communication  among the key  stakeholders  and ultimately the return on capital
invested in providing healthcare.  When all of these components are in place, we
believe  that  consumer  satisfaction  will  increase and the costs of providing
quality healthcare will decrease.

Corporate Information

         General

         Our principal executive offices are located at One Logan Square, 130 N.
18th Street, Suite 2615, Philadelphia,  Pennsylvania 19103. Our telephone number
is (215)  557-7488 and our fax number is (215)  557-7820.  We maintain a website
located at  http://www.i-trax.com.  Information  contained on our website is not
part of this prospectus.

         We make our annual  reports on Form 10-KSB,  quarterly  reports on Form
10-QSB  and  current  reports  on Form  8-K,  as well as any  amendments  to the
forgoing,  available  free of  charge  on our  website  as  soon  as  reasonably
practicable after they have been filed with the SEC. For a detailed  description
of our business you should read these reports and the other filings we make with
the SEC which are incorporated by reference in this prospectus.

         I-trax, Inc.--Holding Company

         I-trax was  incorporated in the State of Delaware on September 15, 2000
at the  direction  of  the  board  of  directors  of  I-trax  Health  Management
Solutions,  Inc.  (or Health  Management),  I-trax's  then  parent  company.  On
February 5, 2001,  I-trax became the holding company of Health Management at the
closing of a  reorganization  pursuant  to Section  251(g) of  Delaware  General
Corporation  Law. The holding  company  reorganization  was described in greater
detail in  I-trax's  registration  statement  on Form S-4  (Registration  Number
333-48862), filed with the SEC on October 27, 2000. At the effective time of the
reorganization   all  of  the  stockholders  of  Health  Management  became  the
stockholders of I-trax and Health Management became a wholly owned subsidiary of
I-trax. Further, all outstanding shares of Health Management were converted into
shares of I-trax in a non-taxable transaction. Health Management no longer files
reports  with the SEC.  However,  I-trax does file reports with the SEC, and its
common stock is traded on the American Stock Exchange under the symbol "DMX."

         The holding company structure has allowed us greater flexibility in our
operations and expansion and diversification plans, including in the acquisition
of WellComm  Group,  Inc. on February 6, 2002 and iSummit  Partners,  LLC, doing
business as "MyFamilyMD," on February 7, 2001.

         I-trax  acquired  WellComm  effective  February  6, 2002 in a  two-step
reorganization  pursuant  to a Merger  Agreement  dated  January 28, 2002 by and
among I-trax, WC Acquisition,  Inc., an Illinois  corporation and a wholly-owned
subsidiary of I-trax,  WellComm and WellComm's two principals.  The initial step
of the reorganization  transaction  involved a merger of WC Acquisition with and
into WellComm, in which merger WellComm continued as the surviving  corporation.
The second step of the reorganization transaction involved a statutory merger of
WellComm with and into I-trax, in which merger I-trax continued as the surviving
corporation.




                                      -4-


         At the closing of the  WellComm  merger,  we  delivered to the WellComm
stockholders approximately $2,200,000 in cash and 1,488,000 shares of our common
stock,  and to each of two senior officers of WellComm options to acquire 56,000
shares of our common stock at a nominal exercise price.


         We funded the  acquisition  of  WellComm  by  selling a 6%  convertible
senior  debenture in the  aggregate  principal  amount of $2,000,000 to Palladin
Opportunity  Fund LLC pursuant to a purchase  agreement  dated as of February 4,
2002. Pursuant to the purchase  agreement,  we also issued Palladin a warrant to
purchase up to 307,692 shares of our common stock,  which Palladin had exercised
in 2003 in full.  Approximately $566,000 remains outstanding under the debenture
as of February 12, 2004. The outstanding  principal and any interest are payable
in full on or before February 3, 2005.  Further,  outstanding  principal and any
interest  may be  converted  at any time at the  election of  Palladin  into our
common stock at the conversion price of $1.75.


         I-trax  acquired  iSummit  effective  February  7, 2001 in an  exchange
transaction  pursuant to a Contribution  and Exchange  Agreement dated September
22, 2000,  as amended,  by and among  iSummit,  I-trax,  Health  Management  and
iSummit's three members. I-trax issued 580,682 shares of common stock to acquire
iSummit (reflecting a post closing adjustments to the aggregate number of issued
shares effective as of December 31, 2001).

         I-trax Health Management Solutions, Inc.--Operating Subsidiary

         Health  Management  is a  predecessor  to I-trax  and is our  operating
subsidiary.  It was  incorporated  in the  State of  Delaware  under the name of
Marmac  Corporation  in May 1969. In December  1979, it changed its name to Ibex
Industries International, Inc. On April 1, 1996, Health Management purchased the
assets  of  certain  physician  practices,  changed  its  name to  U.S.  Medical
Alliance,  Inc.,  and commenced  operations as a physician  practice  management
company.

         As U.S. Medical Alliance,  Health  Management  completed one additional
physician practice  acquisition.  However, it did not have adequate liquidity or
capital resources to withstand the downturn in the physician practice management
industry, nor the ability to acquire profitable physician practices.  In January
1997, the board of directors of Health  Management,  in an effort to reorganize,
elected Frank A. Martin as its  President.  Mr. Martin  negotiated the return of
the previously  acquired physician practice assets to the physicians in exchange
for the cancellation of any Health Management  capital stock or notes associated
with those acquisitions.  Health Management changed its name to I-Trax.com, Inc.
in August 1999.

         Health Management merged with Member-Link  effective  December 30, 1999
pursuant to a Merger  Agreement  dated as of December 14,  1999.  In the merger,
Health  Management  issued an aggregate of 1,554,368 shares (as adjusted) of its
common stock. On February 7, 2001,  Health  Management and I-trax  completed the
previously described holding company  reorganization.  Health Management assumed
its current name, I-trax Health Management Solutions, Inc., on March 21, 2001.

Recent Developments

         On December  26, 2003,  I-trax  entered  into a merger  agreement  with
Meridian   Occupational   Healthcare   Associates,   Inc.  (d/b/a  CHD  Meridian
Healthcare),  a privately  held  company and a leading  provider of  outsourced,
employer-sponsored  healthcare services to Fortune 1,000 companies.  The parties
to the merger  agreement  agreed  that DCG  Acquisition,  Inc.,  a wholly  owned
subsidiary  of I-trax,  will first  merge with and into CHD  Meridian,  with CHD
Meridian continuing as the surviving  corporation.  Promptly following the first
merger, CHD Meridian will merger with and into CHD Meridian  Healthcare,  LLC, a
newly  formed  wholly  owned  limited  liability  company of I-trax,  which will
continue as the surviving entity.


         The  merger  agreement  provides  for  delivery  to  the  CHD  Meridian
stockholders  of 10,000,000  shares of I-trax common  stock,  400,000  shares of
I-trax convertible preferred stock and cash. CHD Meridian stockholders will also
receive additional shares of I-trax common stock if CHD Meridian, continuing its
operations  following  the  closing  of the  merger as a  subsidiary  of I-trax,
achieves certain  calendar 2004 milestones for earnings before interest,  taxes,
depreciation  and  amortization  (or EBITDA).  If EBITDA  equals or exceeds $8.1
million,  the number of such  additional  I-trax common  shares  payable will be
3,473,280;  the number of such shares increases  proportionately up to a maximum





                                      -5-



of 3,859,200  such  additional  I-trax common shares if EBITDA equals or exceeds
$9.0 million.


         The amount of cash payable as part of the merger  consideration will be
$35 million less (a) the amount, if any, by which CHD Meridian's cash at closing
is less than $13.2 million and (b) the amount CHD Meridian  spends to redeem any
of its  outstanding  common stock or options to acquire common stock,  which may
equal up to $11 million.

         I-trax expects to fund the cash portion of the merger  consideration by
selling up to 1,000,000  shares of convertible  preferred stock at $25 per share
and  convertible  into  common  stock at a price of $2.50 per  share,  for gross
proceeds of up to $25 million,  and  obtaining a senior  credit  facility with a
national lender, which allows a closing date draw of least $16 million.

         I-trax  expects  that the closing of the merger will occur on or before
April 30, 2004, subject to stockholder approval and other customary conditions.

         For  certain  additional  information  about  CHD  Meridian,  including
financial statements,  pro forma financial statements and risk factors regarding
CHD Meridian and the proposed acquisition, please see our Current Report on Form
8-K filed on February 2, 2004.


                                  RISK FACTORS

         In addition to other information  contain and incorporated by reference
in this prospectus,  you should  carefully  consider the following risks and the
other information in evaluating I-trax and its business. Our business, financial
condition and results of operations  could be materially and adversely  affected
by each of these risks.  Such an adverse  effect could cause the market price of
our common stock to decline, and you could lose all or part of your investment.

Risk Related to I-trax

         We  have  a  history  of  operating  losses  and  anticipate  continued
operating losses.

         We have used substantial cash to fund our operating losses, and we have
never earned a profit.  Through  September 30, 2003, we have used  approximately
$15.4 million of cash to fund our operating  activities.  Moreover, we expect to
use additional  cash to fund our operating  losses through the fourth quarter of
2003 and possibly beyond.  Our ability to achieve  profitability will depend, in
part, on:

          o    the commercial success of our service and software applications;

          o    successful deployment and retention of our services and software
               applications by our customers; and

          o    our sales and marketing activities.

         The success of our business model depends on attracting customers, such
as public health agencies,  hospitals, health plans, self-insured employers, and
colleges  and  universities,  to our  population  health  management  solutions.
Although  we believe  that this  business  model will be  successful,  we cannot
assure you that we will achieve or sustain  profitability  or that our operating
losses will not increase in the future.

         We will require  additional  capital to fund our  operating  losses and
improve our products and services.

         Additional   funds  are  required  to  complete  our  planned   product
development  efforts,  expand our sales and marketing  activities,  and to cover
cash  shortfalls  until our  current and  projected  pipeline  materializes.  At
present,  we  expect  to  obtain  such  funds  from  operations  and  financings
activities.   Financing  activities  may  include  equity  or  debt  financings,
strategic  alliances  with  corporate  partners  and  others,  or through  other
sources.  We cannot provide assurance that additional  funding will be available




                                      -6-


on acceptable terms, if at all. If adequate funds are not available, we may have
to delay,  scale-back or eliminate  certain aspects of our operations or attempt
to obtain funds  through  arrangements  with  collaborative  partners or others.
Moreover,  if we  continue  to have  operating  losses  and are unable to obtain
capital to cover them, we may be unable to remain in business. These results, in
turn,  could  cause  the   relinquishment  of  our  rights  to  certain  of  our
technologies,  products or potential markets,  dilution of your ownership in our
business,  or our loss of what we believe is a current competitive  advantage in
technology enabled population health management field. Therefore,  the inability
to obtain  adequate funds could have a material  adverse impact on our business,
financial condition and results of operations.

         The  segment  of  the  healthcare  industry  in  which  we  operate  is
         relatively new and our sales cycle is long and complex.

         The disease and population health management business, although growing
rapidly,  is a relatively new segment of the overall healthcare industry and has
many entrants.  Many companies use the generic label of "disease  management" to
characterize  activities  ranging from the sale of medical supplies and drugs to
services aimed at managing demand for healthcare services.  Because this segment
of the industry is  relatively  new,  potential  purchasers  take a long time to
evaluate and purchase such services,  lengthening our sales cycle.  Further, the
sales and implementation  process for our services and software  applications is
lengthy,  involves a significant technical evaluation and requires our customers
to commit a great deal of time and money.  Finally,  the sale and implementation
of our solutions are subject to delays due to our  customers'  internal  budgets
and  procedures  for  approving  large  capital  expenditures  and deploying new
services and software  applications within their organizations.  The sales cycle
for our solutions,  therefore,  is unpredictable and has generally ranged from 3
to 24 months  from  initial  contact to contract  signing.  The time it takes to
implement our  solutions is also  difficult to predict and has lasted as long as
18 months from contract execution to the commencement of live operation.  During
the sales cycle and the  implementation  period, we may expend substantial time,
effort and money  preparing  contract  proposals,  negotiating  the contract and
implementing the solution without receiving any related revenue.

         Our limited  operating  experience may cause us to misjudge the segment
         of the healthcare industry in which we are operating.

         We have  only  recently  begun  to  design,  build  and  offer  disease
management  and  comprehensive  health  management  solutions.   Our  enterprise
software  applications  have been  operational  for less than  four  years,  our
web-based  solutions  have  been  operational  for less  than two  years and our
disease  management  and  comprehensive  health  management  solutions have been
operational for only one year. Accordingly,  we have a limited operating history
in our  business.  Furthermore,  we are also facing other risks and  challenges,
including  a lack of  meaningful  historical  financial  data upon which to plan
future  budgets,   increasing   competition,   the  need  to  develop  strategic
relationships, and other risks described below. We cannot guarantee that we will
be able  successfully to implement our business model. An investor in our common
stock  must  consider  the  risks,  uncertainties,   expenses  and  difficulties
frequently  encountered by companies in their early stages of development.  As a
result of the absence of meaningful  history and experience in our business,  we
may easily misjudge the nature or size of our perceived  markets,  or the amount
of work or capital  necessary to complete  our pending  products or to implement
our business plan.

         We may be unable to  implement  our  business  strategy  to deploy  our
         products effectively and attract customers.

         Although we believe that there is  significant  demand for our services
and products in the overall healthcare market, there are many reasons why we may
be unable to execute our business strategy, including our possible inability to:

          o    deploy our services and software applications on a large scale;

          o    attract a sufficiently large number of public health agencies,
               hospitals, health plans, self-insured employers and colleges and
               universities to subscribe for our services and software
               applications;

          o    increase awareness of our brand;



                                      -7-


          o    strengthen user loyalty;

          o    develop and improve our services and software applications;

          o    continue to develop and upgrade our services and software
               applications; and

          o    attract, retain and motivate qualified personnel.

         The healthcare industry is subject to cost pressures.

         The healthcare industry is currently under pressure by governmental and
private-sector  revenue  sources to cut spiraling  costs.  These  pressures will
continue  and  possibly  intensify.  Although we believe  that our  services and
software applications assist public health agencies, hospitals, health plans and
self-insured  employers to control the high costs  associated with the treatment
of chronic  diseases,  the pressures to reduce costs  immediately may hinder our
ability (or the length of time we require) to obtain new contracts. In addition,
the focus on cost reduction may pressure our customers to restructure  contracts
and reduce our fees.

         Government regulation could adversely affect our business.

         Many of our existing and potential  clients are subject to considerable
state and federal government regulations.  Many of these regulations are vaguely
written and subject to  differing  interpretations  that may, in certain  cases,
result in  unintended  consequences  that may affect our ability to  effectively
deliver our services.  Regulatory and legislative efforts currently focus on the
confidentiality of patient  identifiable  medical  information,  as evidenced by
such legislation as the Health Insurance  Portability and  Accountability Act of
1996  (or  HIPAA).   While  we  believe  that  our  ability  to  obtain  patient
identifiable medical information for disease management purposes from certain of
our clients is  protected in recently  released  federal  regulations  governing
medical record  confidentiality,  state  legislation or regulations will preempt
federal legislation if it is more restrictive. Accordingly, new federal or state
legislation or regulations  restricting the availability of this information for
disease management purposes would have a material negative effect on us.

         Although  we are  not  directly  subject  to  many  of the  regulations
governing  healthcare  delivery,  our clients,  such as public health  agencies,
hospitals,   health  plans,  and  self-insured   employers,   must  comply  with
regulations  including the licensing and reimbursement  requirements of federal,
state  and local  agencies.  Further,  certain  of our  professional  healthcare
employees,  such as doctors and  nurses,  are  subject to  individual  licensing
requirements.  All of our healthcare  professionals who are subject to licensing
requirements  are  licensed in the state in which they are  physically  present.
Multiple state licensing  requirements for healthcare  professionals who provide
services  telephonically  over state lines may require us to license some of our
healthcare  professionals  in more than one state.  We  continually  monitor the
developments in telemedicine.  There is no assurance, however, that new judicial
decisions or federal or state  legislation or regulations would not increase the
requirement for multi-state  licensing of all central operating unit call center
health  professionals,  which would  significantly  increase our  administrative
costs.

         We are  indirectly  affected  by changes in the laws  governing  health
plan,  hospital  and  public  health  agency  reimbursement  under  governmental
programs  such as Medicare  and  Medicaid.  There are periodic  legislative  and
regulatory  initiatives  to reduce the  funding  of the  Medicare  and  Medicaid
programs in an effort to curtail or reduce overall federal healthcare  spending.
Federal  legislation has and may continue to  significantly  reduce Medicare and
Medicaid  reimbursements  to most  hospitals.  These  reimbursement  changes are
negatively affecting hospital revenues and operations. There can be no assurance
that such legislative  initiatives or government regulations would not adversely
affect our operations or reduce demand for our services.

         Various  federal  and  state  laws  regulate  the  relationship   among
providers of healthcare  services,  other healthcare  businesses and physicians.
The "fraud and abuse"  provisions  of the Social  Security Act provide civil and
criminal  penalties  and  potential  exclusion  from the  Medicare  and Medicaid
programs  for  persons  or  businesses  who  offer,   pay,  solicit  or  receive
remuneration  in order to  induce  referrals  of  patients  covered  by  federal
healthcare  programs  (which  include  Medicare,  Medicaid,  TriCare  and  other
federally  funded  health  programs).  Although  we  believe  that our  business





                                      -8-


arrangements with our clients are in compliance with these statutes, these fraud
and  abuse  provisions  are  broadly  written  and  the  full  extent  of  their
application is not yet known. We are therefore unable to predict the effect,  if
any, of broad enforcement interpretation of these fraud and abuse provisions.

         Our  dependence  on  the  Internet  and  Internet-related  technologies
         subjects us to frequent change and risks.

         Our  web-based  software  applications  that form the  backbone  of our
disease management and comprehensive  health management  solutions depend on the
continuous,  reliable  and secure  operation  of  Internet  servers  and related
hardware and software.  In the past,  several large Internet commerce  companies
have suffered highly  publicized  system  failures,  which depressed their stock
prices,  caused significant  negative publicity and sometimes led to litigation.
It is possible that we may also suffer service outages from time to time. To the
extent that our service is interrupted, our users will be inconvenienced and our
reputation may be diminished.  If access to our system becomes  unavailable at a
critical time,  users could allege we are liable,  which could depress our stock
price,  cause  significant  negative  publicity and possibly lead to litigation.
Although our computer and  communications  hardware is protected by physical and
software  safeguards,  it is still vulnerable to fire, storm, flood, power loss,
telecommunications  failures, physical or software break-ins and similar events.
We will not have 100% redundancy for all of our computer and  telecommunications
facilities. A catastrophic event could have a significant negative effect on our
business, results of operations, and financial condition.

         We also depend on third parties to provide  certain of our clients with
Internet and online services necessary for access to our servers. It is possible
that our clients will  experience  difficulties  with  Internet and other online
services due to system failures,  including  failures  unrelated to our systems.
Any sustained disruption in Internet access provided by third parties could have
a material  adverse effect on our business,  results of operations and financial
condition.

         Finally, we retain confidential  healthcare information on our servers.
It is, therefore,  critical that our facilities and infrastructure remain secure
and are  perceived  by clients to be secure.  Although we operate  our  software
applications  from a secure  facility  managed by a reputable  third party,  our
infrastructure  may be  vulnerable  to  physical  break-ins,  computer  viruses,
programming  errors or similar disruptive  problems.  A material security breach
could damage our reputation or result in liability to us.

         We may be sued by our users if we provide inaccurate health information
         on  our  website  or   inadvertently   disclose   confidential   health
         information to unauthorized users.

         Because  users of our website will access  health  content and services
relating to a medical  condition  they may have or may distribute our content to
others,  third  parties  may sue us for  defamation,  negligence,  copyright  or
trademark  infringement,  personal injury or other matters. We could also become
liable if confidential information is disclosed inappropriately.  These types of
claims have been brought, sometimes successfully, against online services in the
past.  Others  could  also sue us for the  content  and  services  that  will be
accessible  from our website  through links to other websites or through content
and materials that may be posted by our users in chat rooms or bulletin  boards.
Any such liability will have a material adverse effect on our reputation and our
business, results of operations or financial position.

         Our business  will be  adversely  affected if we lose a key employee or
         fail to recruit and retain other skilled employee.

         Our  Chairman  and Chief  Executive  Officer,  Frank A.  Martin,  is an
integral part of our business and our future  success  greatly  depends upon his
retention.  Our  failure to retain Mr.  Martin  could  significantly  reduce our
ability to compete and succeed in the future.

         Our future  success also depends on our ability to attract,  retain and
motivate highly skilled employees.  As we secure new contracts and implement our
services  and  products,  we  will  need  to hire  additional  personnel  in all
operational areas. We may be unable to attract, assimilate or retain such highly
qualified  personnel.  We  have  in  the  past  experienced,  and we  expect  to





                                      -9-


experience  in the future,  difficulty in hiring and  retaining  highly  skilled
employees with  appropriate  qualifications.  If we do not succeed in attracting
new personnel or retaining and  motivating our current  personnel,  our business
will be adversely affected.

         We may be unable to compete  successfully  against  companies  offering
similar products.

         Many healthcare  companies are offering disease management services and
healthcare focused software solutions.  Further, a vast number of Internet sites
offer  healthcare  content,  products and  services.  In  addition,  traditional
healthcare  providers compete for consumers'  attention both through traditional
means as well as through  new  Internet  initiatives.  Although  we believe  our
technology-enabled   service   solutions   are  unique   and  better   than  our
competitors', we compete for customers with numerous other businesses.

         Many of these  potential  competitors  are likely to enjoy  substantial
competitive advantages compared to us, including:

          o    greater name recognition and larger marketing budgets and
               resources;

          o    larger customer and user bases;

          o    larger production and technical staffs;

          o    substantially greater financial, technical and other resources;
               and

          o    a wider array of online products and services.

         To be  competitive,  we must  continue  to  enhance  our  products  and
services,  as  well as our  sales  and  marketing  channels  and  our  financial
condition.

         We may be exposed to liability claims.

         We maintain professional malpractice,  errors and omissions and general
liability insurance for all of our locations and operations. Although we believe
that these  insurance  policies  are  adequate  in amount and  coverage  for our
current  operations,  there can be no assurance  that  coverage is sufficient to
cover all future claims or will continue to be available in adequate  amounts or
at a reasonable cost.

         I-trax Health Management Solutions, Inc., our operating subsidiary, had
engaged in the physician practice  management  business.  While we are no longer
engaged  in  that  business,   Health  Management  may  be  subject  to  unknown
liabilities  arising  from  such  prior  business  operations,  which may have a
material adverse effect on our business,  operations,  financial  condition,  or
prospects.

         Member-Link  Systems,  Inc.,  a company we acquired in 1999 by way of a
merger with Health Management, was engaged in the business of marketing, selling
and installing eImmune(R) and AsthmaWatch(R)  applications.  Since beginning its
operations in 1996 until March 15, 2000,  Member-Link and Health  Management did
so without obtaining product or professional  liability insurance.  Accordingly,
if any customer of Member-Link or Health  Management  should in the future claim
that the software  applications  Member-Link and Health Management sold prior to
obtaining  insurance  on March 15,  2000 were  defective,  we would not have the
protection of insurance in satisfying or defending  against such claims. At this
time we are not aware of any such claims. Any such claims, however, could have a
material  adverse  effect on our  business,  results  of  operations,  financial
condition and prospects.

         Our clients may sue us if any of our software  applications or services
is  defective,  fails to perform  properly or injures  the user.  Even though we
currently have insurance,  claims could require us to spend significant time and
money  in  litigation,  to pay  significant  damages  and to  reserve  for  such
liability on our financial statements. At this time we are not aware of any such
claims.  However,  any such claims,  whether or not successful,  could seriously
damage our  reputation  and our  business,  results of  operations  or financial
position.





                                      -10-



         If our  intellectual  property  rights are undermined by third parties,
our business will suffer.

         Our  intellectual  property is important to our business.  We rely on a
combination  of  copyright,  trademark  and trade secret  laws,  confidentiality
procedures and contractual  provisions to protect our intellectual property. Our
efforts  to  protect  our  intellectual  property  may  not  be  adequate.   Our
competitors  may  independently  develop  similar  technology  or duplicate  our
products or services.  Unauthorized  parties may infringe upon or misappropriate
our products, services or proprietary information. In addition, the laws of some
foreign countries do not protect  proprietary  rights as well as the laws of the
United  States do, and the global  nature of the Internet  makes it difficult to
control the ultimate  destination  of our products and services.  In the future,
litigation may be necessary to enforce our  intellectual  property  rights or to
determine the validity and scope of the proprietary  rights of others.  Any such
litigation would probably be  time-consuming  and costly. We could be subject to
intellectual property infringement claims as the number of our competitors grows
and the content and functionality of software  applications and services overlap
with  competitive  offerings.  Defending  against  these  claims,  even  if  not
meritorious,  could be expensive  and divert our  attention  from  operating our
company.  If we become liable to third parties for infringing their intellectual
property  rights,  we could be required to pay a  substantial  damage  award and
forced to develop  noninfringing  technology,  obtain a license or cease selling
the  applications  that contain the infringing  technology.  We may be unable to
develop noninfringing  technology or obtain a license on commercially reasonable
terms,  or at all. We also intend to rely on a variety of  technologies  that we
will  license from third  parties,  including  any database and Internet  server
software,  which will be used to operate  our  applications.  These  third-party
licenses may not be available to us on commercially  reasonable  terms. The loss
of or inability to obtain and  maintain  any of these  licenses  could delay the
introduction of enhancements to our software applications, interactive tools and
other features until equivalent  technology could be licensed or developed.  Any
such  delays  could  materially  adversely  affect  our  business,   results  of
operations and financial condition.

         Provisions of our certificate of incorporation  could impede a takeover
         of our company even though a takeover may benefit our stockholders.

         Our board of directors has the authority, without further action by the
stockholders,  to issue from time to time,  up to 2,000,000  shares of preferred
stock in one or more classes or series, and to fix the rights and preferences of
such  preferred  stock.  We are subject to provisions of Delaware  corporate law
which,  subject to certain  exceptions,  will  prohibit us from  engaging in any
"business   combination"  with  a  person  who,  together  with  affiliates  and
associates,  owns 15% or more of our common stock  (referred to as an interested
stockholder)  for a period of three  years  following  the date that such person
became an interested stockholder, unless the business combination is approved in
a  prescribed  manner.  Additionally,  our bylaws  establish  an advance  notice
procedure for stockholder  proposals and for nominating  candidates for election
as  directors.  These  provisions  of  Delaware  law and of our  certificate  of
incorporation  and  bylaws  may  have  the  effect  of  delaying,  deterring  or
preventing a change in our control,  may discourage bids for our common stock at
a premium over market price and may adversely  affect the market price,  and the
voting and other rights of the holders of our common stock.

         The loss of any of our very  limited  number of  customers  will have a
         material adverse effect on our business.

         Historically,  a very limited  number of customers  has accounted for a
significant  percentage of our revenues.  In 2001, our largest customer,  Walter
Reed Army  Medical  Center,  accounted  for 84% of our  revenues.  In 2002,  our
largest customers,  UICI, Inc. and Aetna Health  Management,  Inc. accounted for
42% and  30% of our  revenues,  respectively.  And for  the  nine  months  ended
September 30, 2003, our two largest customers,  UICI and Aetna Health Management
accounted for 38% and 11% of our revenues,  respectively. We anticipate that our
results  of  operations  in any  given  period  will  continue  to  depend  to a
significant extent upon a small number of customers.  Accordingly, if we were to
lose the business of even a single customer,  our results of operations would be
materially and adversely affected.

         Obtaining required regulatory approvals and other conditions to closing
         may delay consummation of the merger between I-trax and CHD Meridian.

         Consummation   of  the  merger  between  I-trax  and  CHD  Meridian  is
conditioned upon, among other things,  the receipt of all material  governmental
authorizations,  consents,  orders and  approvals,  including the  expiration or




                                      -11-


termination of the applicable waiting periods,  and any extension of the waiting
periods,  under the  Hart-Scott-Rodino  Antitrust  Improvements  Act of 1976. We
intend to vigorously pursue all required  regulatory  approvals,  and to satisfy
all  conditions  to  closing.  Nonetheless,  these  required  approvals  and the
satisfaction of other  conditions to closing could delay the consummation of the
merger  for a  significant  period  of time  after  I-trax  and  CHD  Meridian's
stockholders  have  approved  the  proposals  relating  to the  merger  at their
respective special meetings.

Investment Risks

         The price of our common stock is volatile.

         Our stock price has been and we believe  will  continue to be volatile.
For example,  from January 1, 2003 through January 20, 2005, the per share price
of our stock has fluctuated from a high of $5.00 to a low of $1.37.  The stock's
volatility  may be  influenced  by the market's  perceptions  of the  healthcare
sector in  general,  or other  companies  believed to be similar to us or by the
market's  perception  of our  operations  and  future  prospects.  Many of these
perceptions are beyond our control. In addition, our stock is not heavily traded
and  therefore  the  ability to achieve  relatively  quick  liquidity  without a
negative impact on our stock price is limited.

         Shares  eligible  for future sale upon the  conversion  of our debt and
         upon the exercise of issued options and warrants may cause  significant
         dilution.


         As of February 12, 2004 (and without  taking into account I-trax common
stock to be issued in the CHD  Meridian  merger  and upon  conversion  of I-trax
convertible  preferred  stock to be  issued  in the  merger  and in the  related
financing),  approximately 5,859,381 shares of I-trax common stock were reserved
for  issuance  upon  conversion  or exercise of I-trax's  warrants,  options and
convertible  debt.  Purchasers of I-trax common stock  stockholders,  therefore,
could experience  dilution of their  investment upon conversion or exercise,  as
applicable, of these securities.


         Shares of I-trax common stock and convertible  preferred stock proposed
         to be issued in the CHD  Meridian  merger and related  financing,  when
         issue, will cause significant dilution.


         I-trax  expects  to  issue  to CHD  Meridian  stockholders  in the  CHD
Meridian  merger and to third party  investors  in the related  financing  up to
28,359,200 shares of I-trax common stock comprised of up to 13,859,200 shares of
I-trax common stock and up to 1,450,000  shares of convertible  preferred stock,
convertible  in to up 14,500,000  shares of I-trax  common stock.  Purchasers of
I-trax common stock,  therefore,  will experience  substantial dilution of their
investment upon the closing of the CHD Meridian merger.


         We may need  additional  funds in the future which may not be available
         and which may result in dilution of the value of our common stock

         In the future, we may need to raise additional funds,  which may not be
available on favorable  terms, if at all. If adequate funds are not available on
acceptable  terms,  we may be  unable  to fund our  business  growth  plans.  In
addition,  if funds are available,  the issuance of securities  could dilute the
value of shares of our common stock and cause the market price to fall.


         We may have offered and sold some of our securities in violation of the
         Securities  Act of  1933,  which  could  give  the  purchaser  of these
         securities the right to seek a refund or damages.

         Prior to the effectiveness of the registration  statement  covering the
shares of our common  stock being sold in this  offering,  we offered and sold a
warrant to purchase  50,000  shares of our common  stock to one of our  existing
stockholders  who  is an  accredited  investor.  The  warrant  was  subsequently
exercised. This offer and sale may have violated Section 5 of the Securities Act
of 1933. If this offer and sale did violate  Section 5 of the  Securities Act of
1933, the stockholder may have the right, for a period of one year from the date
of the violation,  to recover from us the consideration paid for the warrant and
the underlying common stock. Further, if the stockholder sells the common stock,
the stockholder may possibly  recover from us its losses,  if any, in such sale.
We do not believe that an action by the  stockholder  to rescind the purchase of
the warrant or the underlying common stock or to recover any losses would have a
material adverse effect on our financial position.






                                      -12-




                           MARKET FOR OUR COMMON STOCK

         Our common stock trades on the American Stock Exchange under the symbol
"DMX."   Prior  to  January   15,   2003,   our  common   stock  was  quoted  on
Over-the-Counter  Bulletin  Board  under  the  symbol  "IMTX"  and  "ITRX."  The
following  table sets forth the high and low closing prices for our common stock
for the periods  indicated.  All closing  prices have been adjusted to reflect a
1-for-5 reverse stock split effected as of close of business on January 3, 2003.


                                                        High            Low
   2004
        First Quarter (through February 12, 2004)     $  4.440        $  3.910


   2003
        Fourth Quarter                                   4.490           2.600
        Third Quarter                                    3.790           2.600
        Second Quarter                                   3.000           1.510
        First Quarter                                    5.000           1.370

   2002
        Fourth Quarter                                   4.300           2.500
        Third Quarter                                    5.100           2.750
        Second Quarter                                   6.625           4.150
        First Quarter                                    7.650           5.100

   2001
        Fourth Quarter                                   8.350           1.800
        Third Quarter                                    5.500           1.800
        Second Quarter                                   5.155           2.900
        First Quarter                                   15.000           3.440

         We obtained the information presented above from Nasdaq.com.


         As of  February  12,  2004,  there were  approximately  522  registered
holders of our common stock. On February 12, 2004, the last reported sales price
of our common stock was $4.30.


Dividend Policy

         We have never paid or declared  any cash  dividends on our common stock
or  other  securities  and  do  not  anticipate  paying  cash  dividends  in the
foreseeable future.


                                 USE OF PROCEEDS

         We will not receive any proceeds  from the sale of shares of our common
stock offered under this prospectus.  However,  we may receive proceeds from the
exercise of the warrants by the selling  shareholders,  which  proceeds  will be
used for general corporate purposes.






                                      -13-



                            SELLING SECURITY HOLDERS

         We are registering for offer and sale by the applicable holders:


          o    up to 1,479,389 shares of our common stock; and


          o    up to 1,015,000 shares of common stock issuable upon the exercise
               of outstanding warrants.

         The  selling  shareholders  may  offer  their  shares  for  sale  on  a
continuous basis pursuant to Rule 415 under the Securities Act.

         All of the selling shareholders' shares covered by this prospectus will
become  tradable  upon  conversion  on the  effective  date of the  registration
statement of which this prospectus is a part.

         Based on information  provided to us by the selling  shareholders,  the
following table sets forth ownership and registration  information regarding the
shares held by the selling shareholders.



                                               Number of Shares of
                                                Common Stock Owned                   Number of                   Common Stock
                                                   Before Offering                 Shares Common                 Owned After
Name of Selling Shareholder                              (1)                       Stock Offered              Offering is Complete
                                                              Common Stock                 Common Stock
                                                               underlying      Common       underlying      Number of
                                              Common Stock      warrants        Stock        warrants        Shares      Percentage
-------------------------------------------- --------------- --------------- ------------ --------------- -------------- ----------
                                                                                                       
The Chase Family Trust                                   --         119,306           --         119,306             --      --
Jon Dangar                                               --          42,334           --          42,334             --      --
Henry S. Krauss                                       5,000          18,250        5,000          18,250             --      --
John O'Shea                                              --          15,750           --          15,750             --      --
A.J. Niebauer                                            --          15,750           --          15,750             --      --
Dan Luskind                                              --          15,750           --          15,750             --      --
James Harper                                             --          44,260           --          44,260             --      --
Richard and Christina Louise                             --           2,000           --           2,000             --      --
Richard Louise                                           --          16,800           --          16,800             --      --
Joe B. Wolfe                                             --          13,500           --          13,500             --      --
Alexander Purdie                                     10,000           6,200       10,000           6,200             --      --
Will Lyons                                               --             100           --             100             --      --
Monarch Holdings, LLC                                    --           7,500           --           7,500             --      --
Scott Bowman                                             --           5,000           --           5,000
John E. and Charlotte D. Pitchford                   10,000           5,000       10,000           5,000             --      --
Judith Phillips                                      10,000           5,000       10,000           5,000             --      --
Arthur C. and Myrna R. Williams                       6,000           3,000        6,000           3,000             --      --
Arthur C. Williams                                    2,000           1,000        2,000           1,000             --      --
Myrna R. Williams                                     2,000           1,000        2,000           1,000             --      --
James W. Krause                                      40,000          20,000       40,000          20,000             --      --
James R. Echols                                      40,000          20,000       40,000          20,000             --      --
W. Cobb Hazelrig                                     40,000          20,000       40,000          20,000             --      --
W & H Investments                                    80,000          40,000       80,000          40,000             --      --
Frederick G. Wedell                                  40,000          20,000       40,000          20,000             --      --
Hazelrig Family Partnership, Ltd.                    40,000          20,000       40,000          20,000             --      --
Herbert Arnold Duke II & Leslie C. Duke              20,000          10,000       20,000          10,000             --      --
Pershing, LLC F/B/O IRA FBO IRA FBO J
     WAYNE HILL, IRA                                 30,000          15,000       30,000          15,000             --      --
Mark Krakowski                                       49,501          20,000       40,000          20,000          9,501       *
Hugh Cohen                                           10,000           5,000       10,000           5,000             --      --
Michael E. & Lyn A. Harvey                           10,000           5,000       10,000           5,000             --      --
Samuel M. Grinspan TTEE F/B/O
     Grinspan-Ernst Profit Sharing Plan              20,000          10,000       20,000          10,000             --      --





                                      -14-



Sanford E. Davis, Jr.                                10,000           5,000       10,000           5,000             --      --
Elsie Cohen                                          10,000           5,000       10,000           5,000             --      --
Eric & Julie Carlyle                                 10,000           5,000       10,000           5,000             --      --
Andrew M. Krauss                                     10,000           5,000       10,000           5,000             --      --
Robert J. Fendrick                                   10,000           5,000       10,000           5,000             --      --
Harold E. Zell                                       10,000           5,000       10,000           5,000             --      --
IRA FBO Daniel Luskind, Pershing LLC as
     Custodian                                        5,000           2,500        5,000           2,500             --      --
Smithson Ventures Inc. MPP, Pershing LLC
     as Custodian FBO Deborah Salerno -
     Trustee                                         20,000          10,000       20,000          10,000             --      --
Glenn E. Murer                                       10,000           5,000       10,000           5,000             --      --
Operation Dogbone, LLC                               10,000           5,000       10,000           5,000             --      --
Jack R. Thornton                                     60,000          30,000       60,000          30,000             --      --
Marjorie Michaelson Revocable Trust                  42,000          10,000       20,000          10,000         22,000       *
John R. Arnold                                       10,000           5,000       10,000           5,000             --      --
Sylvia Potter Family Ltd. Partnership                20,000          10,000       20,000          10,000             --      --
F&J Partnership                                      40,000          20,000       40,000          20,000             --      --
Robert N. Fink & Grunilla H. Fink, JTWROS            10,000           5,000       10,000           5,000             --      --
Thomas Kroeger                                       10,000           5,000       10,000           5,000             --      --
Stonestreet L.P.                                    160,000          80,000      160,000          80,000             --      --
Gene R. McGrevin                                     40,000          20,000       40,000          20,000             --      --
Nuernberger Kapitalverwaltung                        10,000           5,000       10,000           5,000             --      --
J. Allen Poole                                       10,000           5,000       10,000           5,000             --      --
Jeffrey J. McLaughlin                                10,000           5,000       10,000           5,000             --      --
SOS Resource Services, Inc.                          10,000           5,000       10,000           5,000             --      --
Constantine L. Athanasuleas                          10,000           5,000       10,000           5,000             --      --
John D. Rhodes III                                   10,000           5,000       10,000           5,000             --      --
Pershing, LLC as custodian F/B/O IRA FBO
     Allan C. Purdie, IRA                            10,000           5,000       10,000           5,000             --      --
Kenneth Franklin Davis                               20,000          10,000       20,000          10,000             --      --
John R. Wright                                       10,000           5,000       10,000           5,000             --      --
Stephen M. Coons                                     10,000           5,000       10,000           5,000             --      --
Westminster Sec Corp MPP, Pershing LLC as
     Custodian FBO John O'Shea                       20,000          10,000       20,000          10,000             --      --
Gryphon Master Fund, LP                              20,000          10,000       20,000          10,000             --      --
Leonard W. Fuchs                                     20,000          10,000       20,000          10,000             --      --
Insight Capital Partners, L.P.                       10,000           5,000       10,000           5,000             --      --
Omicron Master Trust                                120,000          60,000      120,000          60,000             --      --
David L. Schmidt                                      5,000           2,500        5,000           2,500             --      --
Harvin W. Berryman                                    5,000           2,500        5,000           2,500             --      --
RHP Master Fund, Ltd.                                80,000          40,000       80,000          40,000             --      --
Frank H. DiCristina III                              20,000          10,000       20,000          10,000             --      --
California HRD, Inc.                                 20,000          10,000       20,000          10,000             --      --
Hardin III, LLC                                      40,000          20,000       40,000          20,000             --      --
Barry Honig                                          33,000              --       33,000              --             --      --
Wind River, Inc.                                     13,889              --       13,889              --             --      --
Susan Haldeman                                       10,000              --       10,000              --             --      --
Jean F. Martin                                       42,500              --       22,500                         20,000       *



(1)      The actual number of shares of common stock offered in this prospectus,
         and included in the registration  statement of which this prospectus is
         a part,  includes such  additional  number of shares of common stock as
         may be issued or issuable by reason of any stock split,  stock dividend
         or similar  transaction  involving the common stock, in accordance with
         Rule 416 under the Securities Act.

*        Less than 1%.





                                      -15-




Material Relationships and Transactions


         With the exception of Barry Honig, Wind River, Inc., Susan Haldeman and
Jean F.  Martin,  all shares of common stock to be offered for resale under this
prospectus were issued in connection with three transactions.


         The  first  transaction  is  a  consulting  engagement  of  Westminster
Securities Corporation, a member of the New York Stock Exchange and a registered
broker-dealer,  by I-trax effective from May 23, 2003 to May 31, 2004. Under the
engagement  agreement,  Westminster  is  providing  I-trax  corporate  financial
advisory services such as financial forecasting and business model,  shareholder
value and corporate finance advice. As consideration for these services,  I-trax
issued to six  Westminster  employees  or their  affiliates  warrants to acquire
125,000 shares of common stock at $1.76 per share.  The warrants are exercisable
for 5 years and were  allocated  as  follows:  The Chase  Family  Trust:  60,000
shares; Jon Dangar:  10,000 shares;  Henry S. Krauss: 6,250 shares; John O'Shea:
6,250 shares, A.J. Niebauer: 6,250 shares; Dan Luskind: 6, 250 shares; and James
Harper: 30,000 shares.

         The second  transaction is private  placement in which I-trax sold as a
unit two shares of common stock and a warrant to purchase an additional share of
common stock  exercisable  at $3.00 for a unit purchase  price of $5.00.  I-trax
commenced this private placement on August 14 and closed it on October 31, 2003.
I-trax  sold  1,400,000  shares  of common  stock and  warrants  to  acquire  an
additional 700,000 shares of common stock in this private placement. Westminster
acted as the placement  agent.  As  consideration  for placing the securities in
this  offering,  I-trax paid  Westminster a placement  agent fee equal to 12% of
gross  proceeds in the  private  placement  and issued to  thirteen  Westminster
employees or their affiliates warrants to acquire 140,000 shares of common stock
at $2.50 per share.  The warrants are exercisable for 5 years and were allocated
as follows:  The Chase Family Trust:  36,556 shares; Jon Dangar:  20,084 shares;
Henry S. Krauss: 7,000 shares; John O'Shea:  7,000 shares, A.J. Niebauer:  7,000
shares;  Dan Luskind:  7,000 shares;  James Harper:  14,260 shares;  Richard and
Christina Louise:  2,000 shares;  Richard Louise:  16,800 shares;  Joe B. Wolfe:
13,500 shares;  Alexander  Purdie:  1,200 shares;  Will Lyons:  100 shares;  and
Monarch Holdings, LLC: 7,500 shares.

         The third  transaction  is a consulting  engagement of  Westminster  by
I-trax effective September 15, 2003. Under the engagement agreement, Westminster
provided  I-trax  mergers  and  acquisitions  advisory  services  related to the
initial merger  discussions  of CHD Meridian and I-trax.  As  consideration  for
these services, I-trax issued to seven Westminster employees or their affiliates
warrants to acquire an aggregate  of 50,000  shares of common stock at $2.50 per
share.  The warrants are  exercisable for 5 years and were allocated as follows:
The Chase Family Trust: 22,750 shares; Jon Dangar:  12,250 shares; Scott Bowman:
5,000 shares;  Henry S. Krauss:  2,500 shares;  John O'Shea:  2,500 shares, A.J.
Niebauer: 2,500 shares; and Dan Luskind: 2,500 shares.

         The following  affiliates of Westminster  Securities  purchased  common
stock and warrants in this private placement:  Henry S. Kraus; Alexander Purdie,
Jr.;  IRA FBO  Daniel  Luskind,  Pershing  LLC as  Custodian;  Pershing,  LLC as
custodian F/B/O IRA FBO Allan C. Purdie, IRA; Westminster Sec Corp MPP, Pershing
LLC as Custodian FBO John O'Shea; and Jeffrey J. McLaughlin. Except for warrants
described in the preceding  paragraph  received by certain of these  individuals
for  services,  each of these  individuals  or custodial  entities  acquired the
shares to be offered for resale  under this  prospectus  in his or its  personal
ordinary course of business.  Neither of these individuals or custodial entities
had agreements,  arrangements or understandings  with any other persons,  either
directly or indirectly, to dispose of I-trax securities.

         Sylvia Potter Family Ltd.  Partnership  is an affiliate of a registered
broker-dealer. The partnership acquired the shares of common stock offered under
this prospectus for resale in its ordinary  course of business.  The partnership
had no agreements, arrangements or understandings with any other persons, either
directly or indirectly, to dispose of I-trax securities.

         None of the  selling  shareholders  that will  offer  common  stock for
resale under this prospectus is a registered broker-dealer.

         Barry Honig  provides  I-trax  consulting  services  under a consulting
agreement  entered  into as of June 2, 2003 and lasting a term of one year.  Mr.
Honig's  consulting  services  include  assisting  I-trax with  introductions to
research  analysts and other members of the investment  community.  A warrant to
purchase  125,000 shares of I-trax common stock at $1.50 per share was issued to




                                      -16-


Mr. Honig as compensation for his services under the consulting  agreement.  The
warrant  is  exercisable  for 5  years.  Mr.  Honig  is an  not  affiliate  of a
registered  broker-dealer.  Mr. Honig acquired the 33,000 shares of common stock
offered under this prospectus for resale in a third party transaction and in his
personal ordinary course of business.


         Wind River,  Inc. and Susan  Haldeman  received the shares  offered for
resale under this  prospectus  upon the exercise of a warrant that they received
as a gift from Frank A. Martin, chief executive officer and director of I-trax.

         Jean F. Martin is the mother of Frank A.  Martin,  the chief  executive
officer  and a director  of  I-trax.  Mr.  Martin  does not  exercise  voting or
dispositive power over the I-trax common stock owned by his mother.  Mrs. Martin
purchased  the shares to be offered  for resale by her in this  prospectus  in a
private  placement that occurred in March 2000 and in a third party  transaction
that occurred in February 2003.


         The  following  individuals  have  voting  and  dispositive  power with
respect to the shares of I-trax common stock offered under this  prospectus  for
resale by entities:



                                                             Individual or Individuals Who Exercise Voting and
Name of Selling Shareholder                                                  Dispositive Power
-----------------------------------------------------    -----------------------------------------------------------
                                                      
The Chase Family Trust                                   Nancy J. Chase
Monarch Holdings, LLC                                    Michael Potter and Anthony Marchese
W & H Investments                                        Frederick G. Wedell and W. Cobb Hazelrig
Hazelrig Family Partnership, Ltd.                        W. Cobb Hazelrig
Pershing, LLC F/B/O IRA FBO IRA FBO J WAYNE HILL,        J. Wayne Hill
IRA
Samuel M. Grinspan TTEE F/B/O Grinspan-Ernst Profit      Samuel Grinspan
Sharing Plan
IRA FBO Daniel Luskind, Pershing LLC as Custodian        Daniel Luskind
Smithson Ventures Inc. MPP, Pershing LLC as              Deborah Salerno
Custodian FBO Deborah Salerno - Trustee
Operation Dogbone, LLC                                   Glenn E. Murer
Marjorie Michaelson Revocable Trust                      Marjorie Michaelson
Sylvia Potter Family Ltd. Partnership                    Michael Potter
F&J Partnership                                          Alex Jones
Stonestreet L.P.                                         Elizabeth Leonard and Michael Finkelstein
Nuernberger Kapitalverwaltung                            Ralf P. Schwarz
SOS Resource Services, Inc.                              Salvatore Russo
Pershing, LLC as custodian F/B/O IRA FBO Allan C.        Allan C. Purdie
Purdie, IRA
Westminster Sec Corp MPP, Pershing LLC as Custodian      John O'Shea
FBO John O'Shea
Gryphon Master Fund, LP                                  E. B. Lyon, IV
Insight Capital Partners, L.P.                           Brian Harper
Omicron Master Trust                                     Brian Daly





                                      -17-



RHP Master Fund, Ltd.                                    RHP Master Fund, Ltd. Is a party to an investment
                                                         management agreement with Rock Hill Investment
                                                         Management, L.P., a limited partnership of which the
                                                         general partner is RHP General Partner, LLC.  Pursuant to
                                                         such agreement, Rock Hill Investment Management directs
                                                         the voting and disposition of shares owned by RHP Master
                                                         Fund.  Messrs. Wayne Bloch, Gary Kaminsky and Peter
                                                         Lockhart own all of the interests in RHP General
                                                         Partner.  The aforementioned entities and individuals
                                                         disclaim beneficial ownership of I-trax common stock
                                                         owned by the RHP Master Fund.
California HRD, Inc.                                     David R. Holbrooke
Hardin III, LLC                                          M. Brantley Barron and Allen S. Hardin
Wind River, Inc.                                         F. Bruce Miller, Jr.





                              PLAN OF DISTRIBUTION

         The  shares  being  offered  by  the  selling   shareholders  or  their
respective pledgees,  donees,  transferees or other successors in interest, will
be sold from time to time in one or more  transactions,  which may involve block
transactions:

          o    on the American  Stock  Exchange or on such other market on which
               the common stock may from time to time be trading;

          o    in privately-negotiated transactions;

          o    through the writing of options on the shares;

          o    short sales; or

          o    any combination thereof.

         The sale price to the public may be:

          o    the market price prevailing at the time of sale;

          o    a price related to such prevailing market price;

          o    at negotiated prices; or

          o    such other price as the selling shareholders  determine from time
               to time.

         The  shares  may  also  be  sold  pursuant  to Rule  144.  The  selling
shareholders  shall  have the sole and  absolute  discretion  not to accept  any
purchase  offer or make any sale of shares if they deem the purchase price to be
unsatisfactory at any particular time.

         The  selling  shareholders  or  their  respective   pledgees,   donees,
transferees or other  successors in interest,  may also sell the shares directly
to market makers acting as  principals  or  broker-dealers  acting as agents for
themselves or their  customers.  These  broker-dealers  may be compensated  with
discounts,  concessions  or  commissions  from the selling  shareholders  or the
purchasers of shares for whom such  broker-dealers  may act as agents or to whom
they  sell  as  principal  or  both.  The   compensation   as  to  a  particular
broker-dealer  might be greater than  customary  commissions.  Market makers and
block  purchasers  purchasing the shares will do so for their own account and at
their own risk.  The selling  shareholders  may sell  shares of common  stock in
block  transactions  to market makers or other  purchasers at a price per share,
which may be below the then market price. The selling shareholders cannot assure
that all or any of the shares offered in this  prospectus  will be issued to, or
sold by, the selling  shareholders.  The selling  shareholders  and any brokers,




                                      -18-


dealers or agents,  upon effecting the sale of any of the shares offered in this
prospectus,  may be  deemed  "underwriters"  as that term is  defined  under the
Securities Act or the  Securities  Exchange Act of 1934 (or Exchange Act) or the
rules and regulations under such acts.

         The selling  shareholders,  alternatively,  may sell all or any part of
the  shares  offered  in this  prospectus  through  an  underwriter.  No selling
stockholder  has entered into any agreement with a prospective  underwriter  and
there is no assurance that any such agreement will be entered into. If a selling
shareholders  enters into such an agreement or agreements,  the relevant details
will be set forth in a supplement or revisions to this prospectus.

         The selling  shareholders  and any other persons  participating  in the
sale or distribution  of the shares will be subject to applicable  provisions of
the  Exchange  Act and  the  rules  and  regulations  under  the  Exchange  Act,
including,  without  limitation,  Regulation  M. These  provisions  may restrict
certain activities of, and limit the timing of purchases and sales of any of the
shares by, the selling shareholders or any other such person. Furthermore, under
Regulation M, persons  engaged in a  distribution  of securities  are prohibited
from simultaneously  engaging in market making and certain other activities with
respect  to  such  securities  for a  specified  period  of  time  prior  to the
commencement  of  such  distributions,   subject  to  specified   exceptions  or
exemptions. All of these limitations may affect the marketability of the shares.


                              AVAILABLE INFORMATION

         We file reports,  proxy  statements and other  information with the SEC
(File  No.  0-30275).  Copies  of these  reports,  proxy  statements  and  other
information  may be  inspected  and  copied at the public  reference  facilities
maintained by the SEC at Judiciary  Plaza,  Room 1024,  450 Fifth Street,  N.W.,
Washington, D.C. 20549.

         Copies of these  materials  can also be obtained by mail at  prescribed
rates from the Public  Reference  Section of the SEC,  450 Fifth  Street,  N.W.,
Washington,  D.C.  20549  or by  calling  the  SEC at  1-800-SEC-0330.  The  SEC
maintains  a  website  that  contains   reports,   proxy  statements  and  other
information   regarding   our   company.   The   address  of  this   website  is
http://www.sec.gov.

         We have filed a registration statement on Form S-3 under the Securities
Act with the SEC with respect to the shares of our common stock  covered by this
prospectus.  This document constitutes the prospectus of I-trax filed as part of
that  registration  statement.  This  document  does  not  contain  all  of  the
information set forth in the  registration  statement  because some parts of the
registration  statement are omitted as provided by the rules and  regulations of
the SEC.  You may  inspect  and copy the  registration  statement  at any of the
addresses listed above.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents we have filed with the SEC (File No.  0-30275)
pursuant to the Exchange Act are incorporated herein by reference:

          o    our Annual Report on Form 10-KSB for the year ended  December 31,
               2002, filed on April 15, 2003,

          o    our amended  Quarterly  Reports on Form  10-QSB for the  quarters
               ended March 31, 2002,  June 30, 2002 and September 30, 2002, each
               filed on May 15, 2003,

          o    our  Quarterly  Report on Form 10-QSB for the quarter ended March
               31, 2003,  filed on May 15, 2003,  our  Quarterly  Report on Form
               10-QSB for the quarter  ended June 30, 2003,  filed on August 14,
               2003 and our  Quarterly  Report on Form  10-QSB  for the  quarter
               ended September 30, 2003, filed on November 20, 2003,

          o    our  Current  Reports  on Form 8-K filed on  February  12,  2003,
               February 19, 2003, April 22, 2003, May 19, 2003, August 15, 2003,
               October 17, 2003  November 17, 2003,  December 29, 2003  December
               30, 2003 and February 2, 2004,



                                      -19-


          o    the description of our common stock,  $0.001 par value per share,
               and associated rights, contained in our registration statement on
               Form 8-A,  filed on January 14, 2003,  including any amendment or
               report filed for the purpose of updating this description, and

          o    all reports and other  documents filed by us pursuant to Sections
               13(a),  13(c),  14 or 15(d) of the Exchange Act subsequent to the
               date of this  prospectus  and  prior  to the  termination  of the
               offering.

         Any statement contained in a document incorporated by reference in this
prospectus will be deemed to be incorporated by reference in this prospectus and
to be part of this  prospectus  from the date of  filing  of the  document.  Any
statement  modified or superseded  will not be deemed,  except as so modified or
superseded,  to  constitute  a part of this  prospectus.  We will  provide  upon
written or oral request without charge to each person to whom this prospectus is
delivered a copy of any or all of the documents  which are  incorporated in this
prospectus  by reference  (other than exhibits to those  documents  unless those
exhibits are specifically incorporated by reference into the documents that this
prospectus  incorporates).  Written  requests  for copies  should be directed to
I-trax,  Inc.,  Investor  Relations,  One Logan Square,  Suite 2615, 130 N. 18th
Street,  Philadelphia,   Pennsylvania  19103.  Our  telephone  number  is  (215)
557-7488.


                                  LEGAL MATTERS

         The  validity  of the  shares  of our  common  stock  offered  by  this
prospectus will be passed upon for us by our Vice President, General Counsel and
Secretary.


                                     EXPERTS

         The financial  statements  incorporated in this prospectus by reference
to the Annual Report on Form 10-KSB of I-trax,  Inc. for the year ended December
31, 2002 have been so incorporated in reliance on the reports of Goldstein Golub
Kessler LLP,  independent  accountants,  given on the  authority of said firm as
experts in auditing and accounting

         The financial  statements  incorporated in this prospectus by reference
to the Annual Report on Form 10-KSB of I-trax,  Inc. for the year ended December
31,   2001  have  been  so   incorporated   in   reliance   on  the  reports  of
PricewaterhouseCoopers  LLP, independent accountants,  given on the authority of
said firm as experts in auditing and accounting.

         The consolidated  financial  statements of CHD Meridian at December 31,
2002, 2001 and 2000 and for each of the three years in the period ended December
31, 2002  incorporated  in this prospectus by reference to the Current Report on
Form 8-K of I-trax, Inc., filed on February 2, 2004 have been audited by Ernst &
Young LLP, independent  auditors,  as set forth in their report thereon included
therein  and  incorporated  herein by  reference.  Such  consolidated  financial
statements  are  incorporated  herein by reference in reliance  upon such report
given on the authority of such firm as experts in accounting and auditing.







                                      -20-






PART II  INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

         The following table sets forth the costs and expenses payable by I-trax
in connection with the sale of the securities being registered.  All amounts are
estimates except the SEC registration fee:

          SEC registration fee                             $  1,367
          Printing and engraving expenses                     2,000
          Accounting fees and expenses                        9,000
          Attorneys' fees and expenses                        5,000
          Transfer agent's fees and expenses                  1,000
          Miscellaneous                                         633

                   Total:                                  $ 19,000



ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Section 145(a) of the Delaware General  Corporation Law provides that a
Delaware  corporation  may  indemnify  any  person  who was or is a party  or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative or investigative,
other  than an action by or in the  right of the  corporation,  by reason of the
fact that he is or was a director, officer, employee or agent of the corporation
or is or was serving at the request of the  corporation as a director,  officer,
employee  or agent of  another  corporation  or  enterprise,  against  expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in  connection  with such action,  suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation  and,  with  respect  to any  criminal  action or
proceeding, had no cause to believe his conduct was unlawful.

         Section 145(b) of the Delaware General  Corporation Law provides that a
Delaware  corporation  may  indemnify  any  person  who was or is a party  or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such  person  acted in any of the  capacities  set forth
above,  against expenses  actually and reasonably  incurred by him in connection
with the defense or  settlement of such action or suit if he acted in good faith
and in a manner  he  reasonably  believed  to be in or not  opposed  to the best
interests  of the  corporation,  except that no  indemnification  may be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the corporation  unless and only to the extent that the
court in which such action or suit was brought  shall  determine  that,  despite
such adjudication of liability, such person is fairly and reasonably entitled to
be indemnified for such expenses which the court shall deem proper.

         Section 145 of the Delaware  General  Corporation Law further  provides
that to the extent a director  or  officer  of a Delaware  corporation  has been
successful  in the  defense of any  action,  suit or  proceeding  referred to in
subsections  (a) or (b) of Section 145 or in the defense of any claim,  issue or
matter  therein,  he shall be  indemnified  against any  expenses  actually  and
reasonably  incurred by him in connection  therewith;  that the  indemnification
provided for by Section 145 shall not be deemed exclusive of any rights to which
the  indemnified  party may be entitled  and the  corporation  may  purchase and
maintain insurance on behalf of a director or officer of the corporation against
any  liability  asserted  against him or incurred by him in any such capacity or
arising out of his status as such whether or not the corporation  would have the
power to indemnify him against such liabilities under Section 145.

         Section  102(b)(7) of the Delaware  General  Corporation  Law permits a
Delaware corporation to include a provision in its Certificate of Incorporation,
and I-trax's  Certificate  of  Incorporation  contains such a provision,  to the





                                     -II-1-


effect that, subject to certain exceptions, a director of a Delaware corporation
is not personally  liable to the  corporation or its  stockholders  for monetary
damages for a breach of his fiduciary duty as a director.

I-trax's  By-laws also provide that I-trax shall  indemnify  its  directors  and
officers  and,  to the  extent  permitted  by the Board of  Directors,  I-trax's
employees  and  agents,  to the  full  extent  permitted  by  and in the  manner
permissible  under  the laws of the State of  Delaware.  In  addition,  I-trax's
By-laws  permit the Board of Directors to authorize  the Company to purchase and
maintain  insurance against any liability  asserted against any of the Company's
directors, officers, employees or agents arising out of their capacity as such.

ITEM 16. EXHIBITS



         NUMBER            EXHIBIT TITLE
      
         4.1*              Form of warrant certificate of I-trax, Inc. issued to private placement participants.

         4.2*              Financial Advisor's Warrant Agreement between Westminster Securities Corporation and
                           I-trax, Inc. dated as of May 23, 2003, with a form of warrant attached.

         4.3*              Financial Advisor's Warrant Agreement between Westminster Securities Corporation and
                           I-trax, Inc. dated as of October 31, 2003, with a form of warrant attached.

         4.4*              Financial Advisor's Warrant Agreement between Westminster Securities Corporation and
                           I-trax, Inc. dated as of December 11, 2003, with a form of warrant attached.

         5*                Opinion of Vice President, General Counsel and Secretary.

         23.1*             Consent of Vice President, General Counsel and Secretary.  (Included in Exhibit 5.)

         23.2**            Consent of Goldstein Golub Kessler LLP.

         23.3**            Consent of PricewaterhouseCoopers LLP.

         23.4**            Consent of Ernst & Young LLP.

         24                Power of Attorney. (Included in signature page.)
         _____________________________
         *                 Previously filed.
         **                Filed with this registration statement.


ITEM 17.          UNDERTAKINGS

         The undersigned registrant hereby undertakes to:

         (1) File, during any period in which it offers or sells  securities,  a
post-effective   amendment  to  this  registration   statement  to  include  any
additional or changed material information on the plan of distribution.

         (2) For  determining  liability  under the  Securities  Act, treat each
post-effective  amendment  as a new  registration  statement  of the  securities
offered,  and the offering of the securities at that time to be the initial bona
fide offering.

         (3) File a post-effective  amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the small business  issuer pursuant to the foregoing  provisions,  or otherwise,
the small business issuer has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as




                                     -II-2-


expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
small  business  issuer of expenses  incurred or paid by a director,  officer or
controlling person of the small business issuer in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities  being  registered,  the small business
issuer will, unless in the opinion of its counsel the matter has been settled by
controlling  precedent,  submit  to a  court  of  appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.























                                     -II-3-



                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing of this Amendment No. 1 to Registration  Statement
on Form S-3 and has duly caused this registration  statement to be singed on its
behalf  by  the   undersigned,   thereunto  duly   authorized  in  the  City  of
Philadelphia, Commonwealth of Pennsylvania on February 13, 2004.


                            I-TRAX, INC.

                            By: /s/ Frank A. Martin
                                -----------------------------------------------
                                    Frank A. Martin, Chairman and
                                    Chief Executive Officer

                            By: /s/ William S. Wheeler
                                -----------------------------------------------
                                    William S. Wheeler, Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

         In accordance with the requirements of the Securities Act of 1933, this
Amendment  No.  1 to  Registration  Statement  on  Form  S-3 was  signed  by the
following persons in the capacities and on the dates stated.



Signature                                Title                                  Date
                                                                        

/s/ Frank A. Martin                      Chairman, Chief Executive Officer,     February 13, 2004
-----------------------------------      President and Director
Frank A. Martin

*                                        Director                               February 13, 2004
-----------------------------------
David R. Bock

                                         Director                               February __, 2004
-----------------------------------
Philip D. Green

*                                        Director                               February 13, 2004
-----------------------------------
Dr. Michael M.E. Johns

*                                        Director                               February 13, 2004
-----------------------------------
Dr. Arthur N. Leibowitz

*                                        Director                               February 13, 2004
-----------------------------------
Dr. David Nash

*                                        Director                               February 13, 2004
-----------------------------------
John R. Palumbo

                                         Director                               February __, 2004
-----------------------------------
R. Dixon Thayer

/s/ William S. Wheeler                   Director                               February 13, 2004
-----------------------------------
William S. Wheeler



*By: Frank A. Martin, Attorney in Fact.






                                     -II-4-