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):   May 4, 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      (IRS Employer 
        incorporation)                 Number)         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
                                                           --------------

                                       N/A
              -----------------------------------------------------
          (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 May 4, 2005, I-trax, Inc. issued a press release disclosing its
financial results for the quarter ended March 31, 2005. The press release is
attached to this current report as Exhibit 99.1.


Item 9.01         Exhibits.

99.1              Press release, issued May 4, 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:  May 11, 2005                              By:      /s/ David R. Bock   
                                                          ----------------------
                                                 Name:    David R. Bock
                                                 Title:   Senior Vice President 
                                                          and Chief Financial 
                                                          Officer