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




                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report  (Date of earliest event reported):   February 28, 2005
                                                     -----------------

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

           Delaware                     001-31584                23-3057155   
   ------------------------     ------------------------   -------------------
(State or other jurisdiction of (Commission File Number)     (IRS Employer 
        incorporation)                                     Identification No.)

          4 Hillman Drive, Suite 130
           Chadds Ford, Pennsylvania                           19317        
 ----------------------------------------------        ---------------------
   (Address of principal executive offices)                  (Zip Code)


Registrant's telephone number, including area code:      (610) 459-2405


                                One Logan Square
                           130 N. 18th St., Suite 2615
                        Philadelphia, Pennsylvania 19103
              -----------------------------------------------------
          (Former name or former address, if changed since last report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

[ ]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[ ]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))










Item 2.02     Results of Operations and Financial Condition.

         On February 28, 2005,  I-trax,  Inc. issued a press release  disclosing
its financial results for the three months and year ended December 31, 2004. The
press release is attached to this current report as Exhibit 99.1.


Item 9.01     Exhibits.

99.1          Press release, issued February 28, 2005.


                                    SIGNATURE

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


                                          I-TRAX, INC.




Date:  March 3, 2005                      By:      /s/ David R. Bock            
                                                   -----------------------------
                                          Name:    David R. Bock
                                          Title:   Senior Vice President and 
                                                   Chief Financial Officer