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):   March 31, 2005
                                                    -----------------

                                  I-TRAX, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)
                                                        
             Delaware                  001-31584               23-3057155
     ------------------------      -----------------    ------------------------
  (State or other jurisdiction of    (Commission             (IRS Employer 
          incorporation)             File 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 1.01         Entry into a Material Definitive Agreement.

         I-trax, Inc., certain of its direct and indirect subsidiaries, and Bank
of America, N.A., are parties to a senior secured credit facility pursuant to a
Credit Agreement dated as of March 19, 2004. Effective March 31, 2005, I-trax,
certain of its direct and indirect subsidiaries, and Bank of America entered
into a Fifth Amendment to the Credit Agreement. Under the Fifth Amendment, the
aggregate amount available under the facility was increased temporarily by
$3,000,000 from $14,000,000 to $17,000,000. The amount available under the
facility then decreases to $16,000,000 on April 30, 2005, to $15,000,000 on May
31, 2005, and to $14,000,000 on June 30, 2005.

         The purpose of the amendment is to allow I-trax access to additional
working capital necessary to fund expenses associated with launching new on-site
facilities.

         A press release disclosing the Fifth Amendment is attached to this
Current Report as Exhibit 99.1 and is incorporated in this Current Report by
reference.

Item 9.01         Financial Statements and Exhibits.

99.1              Press release, issued April 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:  April 5, 2005                       By:      /s/ David R. Bock         
                                               -------------------------------
                                           Name:    David R. Bock
                                           Title:   Senior Vice President and 
                                                    Chief Financial Officer