As  filed  with  the Securities and Exchange Commission on March 15, 2004
                         Registration  No.  -333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ______________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             MERIDIAN HOLDINGS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                    Colorado
                 (State or Other Jurisdiction of     52-2133742
     Incorporation or Organization)     (I.R.S. Employer Identification No.)

                        900 Wilshire Boulevard, Suite 500
                          Los Angeles, California 90017
             (Address of Principal Executive Offices)    (Zip Code)

                          2004 Incentive Stock Option Plan
                            (Full Title of the Plan)

                              Anthony C. Dike
                        900 Wilshire Boulevard, Suite 500
                          Los Angeles, California 90017
                     (Name and Address of Agent for Service)

                                 (213) 627-8878
          (Telephone Number, Including Area Code, of Agent for Service)
<Table>
<S>                         CALCULATION OF REGISTRATION FEE
     <C>                                     <C>
     Title of Securities to be Registered     Proposed Amount to be Registered
     ------------------------------------     --------------------------------
Proposed Maximum Offering Price Maximum Aggregate Offering Price Amount of Registration Fee
-------------------------------     --------------------------------   ----------------

Common Stock, $0.001 par value    5,000,000     $0.20     $1,000,000.00   $80.90
------------------------------     -------     -----     ----------     -----
</table>
*    Estimated  solely  for  the  purpose of calculating the registration fee in
accordance  with  Rule  457(h)(1).
<Page>                                 1

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The document(s) containing the information specified in Part I will be sent
or  given  to  employees as specified by Rule 428(b)(1).  Such documents are not
being  filed  with  the  Securities  and  Exchange Commission (the "Commission")
either  as  part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.  Such documents and the documents incorporated
by  reference  in  this  Registration Statement pursuant to Item 3 of Part II of
this Form, taken together constitute a prospectus that meets the requirements of
Section  10(a)  of  the  Securities  Act  of  1933  (the  "Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item  3.  Incorporation  of  Documents  by  Reference.

     The  Registrant  hereby  incorporates  by  reference into this Registration
Statement  the  following  documents  filed  by  us  with  the  Commission:

(a)   The  Registrant's  Annual  Report on Form 10-KSB for the fiscal year ended
December  31,  2002;

(b)     The Registrant's Quarterly Reports on Form 10-QSB for the quarters ended
September  30,  2003,  June  30,  2003  and  March  31,  2003;

(c)     The  Registrant's  proxy statement dated March 6, 2004 for the Annual
Meeting to be held on March 6, 2004, as filed with the Commission on January 15,
2004;  and

(d)     The  description of the Registrant's common stock, $0.001 par value (the
"Common  Stock"),  filed  with  the  Commission  on  March  10,  1999, in the
Registrant's  Registration  Statement  on Form 10-SB describing the Common Stock
referred  to  herein,  including  any  amendment  or  report filed to update the
description.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and  15(d)  of the Securities Exchange Act of 1934 (the "34 Act"), subsequent to
the  filing  hereof  and prior to the filing of a post-effective amendment which
indicates  that  all  securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated and to be a
part  hereof  from  the  date  of  filing  such  documents.

     For  purposes  of the Registration Statement, any document or any statement
contained  in  a  document  incorporated  or deemed to be incorporated herein by
reference  shall  be  deemed  to  be modified or superseded to the extent that a
subsequently  filed  document  or  statement  contained  herein  or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by  reference  modifies  or  supersedes  such document or such statement in such
document.  Any  such  statement  so  modified or superseded shall not be deemed,
except  as  so modified or superseded, to constitute a part of this Registration
Statement.

Item  4.  Description  Of  Securities.  Not  applicable.

Item  5.  Interests  of  Named  Experts  and  Counsel.  Not  Applicable.

Item  6.  Indemnification  of  Directors  and  Officers.

     Colorado  Revised Statutes 7-109-103 requires a corporation to "indemnify a
person  who was wholly successful, on the merits or otherwise, in the defense of
any  proceeding  to  which the person was a party because the person is or was a
director,  against reasonable expenses incurred by him or her in connection with
the  proceeding."

Item  7.  Exemption  from  Registration  Claimed.  Not  Applicable.


<Page>                            2
Item  8.  Exhibits

4.1     Articles  of Incorporation, as amended, incorporated herein by reference
to  Exhibit A to our Registration Statement on Form 10SB 12(b) filed on March
10,  1999.

4.1a     Certificate  of  Amendment  of  Articles of Incorporation, incorporated
herein  by  reference to Exhibit 3.1 to the Registrant's Form 8-K filed on April
11,  2000.

4.2    Amended and Restated Bylaws, incorporated herein by reference to Exhibit
B  to  our Registration Statement on Form 10SB filed on March 10, 1999.

5.1*     Opinion  of  Bryan  Cave  LLP.

10.1    2004 Stock Option Plan, incorporated by reference to Exhibit 99.1
to our Definitive Proxy Statement filed on January 15, 2004.

10.2*     Revised Stock Option Agreement

23.1*     Consent  of  Andrew  Smith,  CPA.

23.2*     Consent  of  Bryan  Cave  LLP  (included  in  Exhibit  5.1).
*Filed  herewith.

Item  9.  Undertakings.

     (a)     The  Registrant  hereby  undertakes:

     (1)  To  file, during any period in which offers or sales are being made, a
post-effective  amendment  to  this  registration  statement:

 (iii)     To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in  the  registration statement or any
material  change  to  such  information  in  the  registration  statement;

(2)     That, for the purposes of determining any liability under the Securities
Act  of  1933,  each  such  post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof;  and

(3)     To  remove  from registration by means of a post-effective amendment any
of  the securities being registered that remain unsold at the termination of the
offering.

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933  (the  "Act")  may  be permitted to directors, officers and controlling
persons  of  the  Registrant pursuant to the foregoing provisions, or otherwise,
the  Registrant  has  been  advised  that  in the opinion of the Commission such
indemnification  is  against  public  policy  as  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 Registrant of expenses incurred
or  paid  by  a director, officer or controlling person of the Registrant 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 Registrant 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 Act and will be governed by the final adjudication of
such  issue.

                                   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  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of Los Angeles, State of California on March 10,
2004.
<Page>                          3
MERIDIAN  HOLDINGS,  INC.



By:  /s/  ANTHONY  C.  DIKE,  M.D.
     -----------------------------
     Anthony  C.  Dike,  M.D.,  Chief  Executive  Officer

By:  /s/  FODAY  SORSOR  CONTEH
     --------------------------
     Foday  Sorsor  Conteh,  Vice  President
Finance  and  Principal  Accounting  Officer

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration Statement  has  been  signed below by the following persons in the
capacities  and  on  the  dates  indicated:


/s/  ANTHONY  C.  DIKE,   Chief Executive Officer, Chairman   March 10, 2004
----------------------
Anthony  C.  Dike,  M.D.     of  the  Board  of  Directors,  and  Director


/s/  JAMES  W.  TRUHER          Director                 March  10,  2004
----------------------
James  W.  Truher


/s/  MICHAEL  MULDAVIN     Director                      March  10,  2004
----------------------
Michael  Muldavin


/s/  RANDY  SIMPSON,  CPA     Director                   March  10,  2004
-------------------------
Randy  Simpson,  CPA

/s/  MARCELLINA  OFFOHA     Director                     March  10,  2004
-----------------------
Marcellina  Offoha

                                  EXHIBIT INDEX

                         Exhibit Number     Description
                         --------------     -----------

5.1      Opinion  of  Bryan  Cave  LLP.
10.2     Revised Stock Option Agreement
23.1     Consent  of  Andrew  Smith,  CPA.
23.2     Consent  of  Bryan  Cave  LLP  (included  in  Exhibit  5.1).
<Page>                                  4


                             EXHIBIT 5.1


                         [LETTERHEAD OF BRYAN CAVE LLP]



March 10,  2004


Meridian  Holdings,  Inc.
900  Wilshire  Boulevard,  Suite  500
Los  Angeles,  CA  90017

Re:  Registration  on  Form  S-8

Gentlemen:

At  your  request,  we have examined the Registration Statement on Form S-8 (the
"Registration Statement") as proposed to be filed by you with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of  1933,  as amended, of the offer and sale of 5,000,000 shares (the "Shares")
of Common Stock, $0.001 par value per share, of Meridian Holdings, Inc., a
Colorado corporation  (the  "Company"),  to  be issued pursuant to the 2004
Incentive Stock Option Plan as approved by the shareholders,  on March 6, 2004.

We  have further examined the proceedings that you have previously taken and are
familiar with the additional proceedings proposed to be taken in connection with
the  authorization, issuance, and sale of the Shares. Subject to compliance with
applicable  state securities and "Blue Sky" laws, we are of the opinion that the
Shares, upon their issuance and sale in the manner described in the Registration
Statement,  will be legally issued, fully paid, and non-assessable securities of
the  Company.  We  consent  to  the  use  of  this opinion as Exhibit 5.1 of the
Registration  Statement.

Very  truly  yours,

/s/  BRYAN  CAVE  LLP
____________________
Bryan  Cave  LLP


<PAGE>                                 5


                                    EXHIBIT  10.2

                           REVISED  STOCK  OPTION  AGREEMENT

AGREEMENT,  made  this  ____  day  of  ______,  2004,  by  and  between MERIDIAN
HOLDINGS, INC., a Colorado corporation, hereinafter referred to as the "Company"
and             ,  an  individual,  hereinafter  referred  to as the "Optionee".

                                   WITNESSETH:

WHEREAS,  pursuant  to  the  resolution adopted by the Board of Directors of the
Company,  the  Company has entered into a Employment Agreement with the Optionee
and,  pursuant to the Agreement, the Company has agreed to grant to the Optionee
an  Option  to  purchase shares of common stock of the Company at the prices per
share  hereinafter  set forth, such option to be for the term and upon the terms
and  conditions  hereinafter  stated;

NOW  THEREFORE,  in  good  consideration  of  the promises, the mutual covenants
herein  contained  and other good and valuable consideration, the parties hereto
agree  as  follows:

1.     OPTION.  The  Company  hereby grants to the Optionee the right and option
       -------
(hereinafter  referred  to  as  the  "Option") to purchase all or any part of an
aggregate of 100,000 shares of common stock of the Company (hereinafter referred
to  as  the  "Shares")  on  the  terms  and  conditions  herein  set  forth.

2.     TERM.  The  term  of the Option shall commence on the January 1, 2004 and
       -----
shall  expire  Sixty  (60)  months from such date on September 1, 2009, save and
except  that  upon termination of the Agreement, the Option granted herein shall
cease  and  expire  ninety (90) days from the date of terminating the Agreement.

3.         PURCHASE  PRICE.  The  purchase  price  of  the  Option  shall  be
           ----------------
______dollars  ($XXXX.)   the   receipt  and  sufficiency  of  which  is  hereby
acknowledged.  The  purchase  prices  of  the Shares covered by the Option shall
increase  in a range from $0.15 to $1.00 per  share.  The Optionee has the right
to  purchase  Shares  in  accordance with the following schedule, which purchase
price  shall be payable in full, in cash or note, upon exercise of the Option in
accordance  with  the  terms  and  conditions  here  provided:

          A.     XXXX  SHARES  AT  A  PRICE  OF  $0.15  PER  SHARE
          B.     XXXX  SHARES  AT  A  PRICE  OF  $0.25  PER  SHARE
          C.     XXXX  SHARES  AT  A  PRICE  OF  $0.35  PER  SHARE
          D.     XXXX  SHARES  AT  A  PRICE  OF  $0.50  PER  SHARE
          E.     XXXX  SHARES  AT  A  PRICE  OF  $1.00  PER  SHARE

4.     SECURITIES  TO  BE REGISTERED.  Both the Option and the Shares covered by
the Option shall be "registered securities" as defined for the General Rules and
Regulations   under  the  Securities  Act  of  1933,  as  amended  (the  "Act").

5.     EXERCISE.  The  Option  shall  be  exercisable in whole or in part at any
time  and  from  time  to  time  during the term of the Option by written notice
delivered  to  the  Company  at  900 Wilshire Boulevard, Suite 500, Los Angeles,
California  90017.  The  notice shall state the number of Shares with respect to
which  the  Option  is  being  exercised,  shall  contain  a  representation and
agreement  by  the  Optionee in form and substance substantially as set forth in
the Notice of Exercise, shall be signed by the Optionee and shall be accompanied
by  payment.  The Option shall not be exercised at any time when its exercise or
the delivery of the Shares referred to in the notice would be a violation of any
law, governmental regulation or ruling.  The Option shall be exercisable only by
the Optionee.  The Option can only be exercised when the underlying price of the
common  shares  of the Company is 125% of the exercise price of the Option for a
period  of  10  days.

6.     ASSIGNMENT  AND  TRANSFER.  The  Option and the rights and obligations of
parties  hereunder shall inure to the benefit of and shall be binding upon their
successors  and  assigns.
<PAGE>                                             6

7.     OPTIONEE AS SHAREHOLDER.  Optionee shall have all rights as a shareholder
with  respect  to the Shares covered by the Option on and subsequent to the date
of  issuance  of  a  stock certificate or stock certificates to it.  Adjustments
will be made for dividends or other rights with respect to which the record date
is  on  or  subsequent  to  the  date  such  stock  certificates   were  issued.
8.     ADJUSTMENTS  FOR  CHANGES IN CAPITAL STRUCTURE.  In the event of a change
in the capital structure of the Company as a result of any stock dividend, stock
split,  combination  or  reclassification  of  shares,  recapitalization  or
consolidation  of,  the  number  of  shares  covered  by  the  Option  shall  be
appropriately  adjusted  to  ensure  the  same absolute benefit to the Optionee.

9.     NOTICES.  All  notices  required  or  permitted  to  be  given under this
Agreement  shall be sufficient if in writing and delivered or sent by registered
or  certified  mail  to  the  principal  office  of  each  party.

10.     GOVERNING  LAW.  This  Agreement  shall  be governed by and construed in
accordance  with  the  laws  of  the  State  of  California.

IN  WITNESS  WHEREOF,  the  parties have executed this instrument on the day and
year  first  written  above.


ATTEST:

MERIDIAN  HOLDINGS,  INC.



By:  /S/  ANTHONY  C.  DIKE
     ----------------------

ANTHONY  C.  DIKE
CHIEF  EXECUTIVE  OFFICER
CHAIRMAN  OF  OPTION  COMMITTEE




Exhibit 23.1


               CONSENT  OF  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANT


I  consent  to the inclusion in this registration statement Form -S8, the
Form-10KSB (by reference) of  my report  dated  March 27,  2003  relative
to  my  audit  of the financial statements of Meridian Holdings,  Inc  at
December  31, 2002,  and  to  the  reference  to  me  under  the  heading
"Experts"  therein.


Andrew M.  Smith,  CPA
Long  Beach,  California
March 10, 2004













<PAGE>                                             7

??

??

??

??


7
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As  filed  with  the Securities and Exchange Commission on March 15, 2004
                         Registration  No.  -333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ______________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             MERIDIAN HOLDINGS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                    Colorado
                 (State or Other Jurisdiction of     52-2133742
     Incorporation or Organization)     (I.R.S. Employer Identification No.)

                        900 Wilshire Boulevard, Suite 500
                          Los Angeles, California 90017
             (Address of Principal Executive Offices)    (Zip Code)

                          2004 Incentive Stock Option Plan
                            (Full Title of the Plan)

                              Anthony C. Dike
                        900 Wilshire Boulevard, Suite 500
                          Los Angeles, California 90017
                     (Name and Address of Agent for Service)

                                 (213) 627-8878
          (Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered     Proposed Amount to be Registered
     ------------------------------------     --------------------------------
Proposed Maximum Offering Price Maximum Aggregate Offering Price Amount of Registration Fee
-------------------------------     --------------------------------   ----------------

Common Stock, $0.001 par value    5,000,000     $0.20     $1,000,000.00   $80.90
------------------------------     -------     -----     ----------     -----
*    Estimated  solely  for  the  purpose of calculating the registration fee in
accordance  with  Rule  457(h)(1).
1

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The document(s) containing the information specified in Part I will be sent
or  given  to  employees as specified by Rule 428(b)(1).  Such documents are not
being  filed  with  the  Securities  and  Exchange Commission (the "Commission")
either  as  part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.  Such documents and the documents incorporated
by  reference  in  this  Registration Statement pursuant to Item 3 of Part II of
this Form, taken together constitute a prospectus that meets the requirements of
Section  10(a)  of  the  Securities  Act  of  1933  (the  "Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item  3.  Incorporation  of  Documents  by  Reference.

     The  Registrant  hereby  incorporates  by  reference into this Registration
Statement  the  following  documents  filed  by  us  with  the  Commission:

(a)   The  Registrant's  Annual  Report on Form 10-KSB for the fiscal year ended
December  31,  2002;

(b)     The Registrant's Quarterly Reports on Form 10-QSB for the quarters ended
September  30,  2003,  June  30,  2003  and  March  31,  2003;

(c)     The  Registrant's  proxy statement dated March 6, 2004 for the Annual
Meeting to be held on March 6, 2004, as filed with the Commission on January 15,
2004;  and

(d)     The  description of the Registrant's common stock, $0.001 par value (the
"Common  Stock"),  filed  with  the  Commission  on  March  10,  1999, in the
Registrant's  Registration  Statement  on Form 10-SB describing the Common Stock
referred  to  herein,  including  any  amendment  or  report filed to update the
description.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and  15(d)  of the Securities Exchange Act of 1934 (the "34 Act"), subsequent to
the  filing  hereof  and prior to the filing of a post-effective amendment which
indicates  that  all  securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated and to be a
part  hereof  from  the  date  of  filing  such  documents.

     For  purposes  of the Registration Statement, any document or any statement
contained  in  a  document  incorporated  or deemed to be incorporated herein by
reference  shall  be  deemed  to  be modified or superseded to the extent that a
subsequently  filed  document  or  statement  contained  herein  or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by  reference  modifies  or  supersedes  such document or such statement in such
document.  Any  such  statement  so  modified or superseded shall not be deemed,
except  as  so modified or superseded, to constitute a part of this Registration
Statement.

Item  4.  Description  Of  Securities.  Not  applicable.

Item  5.  Interests  of  Named  Experts  and  Counsel.  Not  Applicable.

Item  6.  Indemnification  of  Directors  and  Officers.

     Colorado  Revised Statutes 7-109-103 requires a corporation to "indemnify a
person  who was wholly successful, on the merits or otherwise, in the defense of
any  proceeding  to  which the person was a party because the person is or was a
director,  against reasonable expenses incurred by him or her in connection with
the  proceeding."

Item  7.  Exemption  from  Registration  Claimed.  Not  Applicable.
2
Item  8.  Exhibits

4.1     Articles  of Incorporation, as amended, incorporated herein by reference
to  Exhibit A to our Registration Statement on Form 10SB 12(b) filed on March
10,  1999.

4.1a     Certificate  of  Amendment  of  Articles of Incorporation, incorporated
herein  by  reference to Exhibit 3.1 to the Registrant's Form 8-K filed on April
11,  2000.

4.2    Amended and Restated Bylaws, incorporated herein by reference to Exhibit
B  to  our Registration Statement on Form 10SB filed on March 10, 1999.

5.1*     Opinion  of  Bryan  Cave  LLP.

10.1    2004 Stock Option Plan, incorporated by reference to Exhibit 99.1
to our Definitive Proxy Statement filed on January 15, 2004.

10.2*     Revised Stock Option Agreement

23.1*     Consent  of  Andrew  Smith,  CPA.

23.2*     Consent  of  Bryan  Cave  LLP  (included  in  Exhibit  5.1).
*Filed  herewith.

Item  9.  Undertakings.

     (a)     The  Registrant  hereby  undertakes:

     (1)  To  file, during any period in which offers or sales are being made, a
post-effective  amendment  to  this  registration  statement:

 (iii)     To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in  the  registration statement or any
material  change  to  such  information  in  the  registration  statement;

(2)     That, for the purposes of determining any liability under the Securities
Act  of  1933,  each  such  post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof;  and

(3)     To  remove  from registration by means of a post-effective amendment any
of  the securities being registered that remain unsold at the termination of the
offering.

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933  (the  "Act")  may  be permitted to directors, officers and controlling
persons  of  the  Registrant pursuant to the foregoing provisions, or otherwise,
the  Registrant  has  been  advised  that  in the opinion of the Commission such
indemnification  is  against  public  policy  as  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 Registrant of expenses incurred
or  paid  by  a director, officer or controlling person of the Registrant 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 Registrant 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 Act and will be governed by the final adjudication of
such  issue.

                                   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  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of Los Angeles, State of California on March 10,
2004.
3
MERIDIAN  HOLDINGS,  INC.

By:  /s/  ANTHONY  C.  DIKE,  M.D.
     -----------------------------
     Anthony  C.  Dike,  M.D.,  Chief  Executive  Officer

By:  /s/  FODAY  SORSOR  CONTEH
     --------------------------
     Foday  Sorsor  Conteh,  Vice  President
Finance  and  Principal  Accounting  Officer

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration Statement  has  been  signed below by the following persons in the
capacities  and  on  the  dates  indicated:

/s/  ANTHONY  C.  DIKE,   Chief Executive Officer, Chairman   March 10, 2004
----------------------
Anthony  C.  Dike,  M.D.     of  the  Board  of  Directors,  and  Director

/s/  JAMES  W.  TRUHER          Director                 March  10,  2004
----------------------
James  W.  Truher

/s/  MICHAEL  MULDAVIN     Director                      March  10,  2004
----------------------
Michael  Muldavin

/s/  RANDY  SIMPSON,  CPA     Director                   March  10,  2004
-------------------------
Randy  Simpson,  CPA

/s/  MARCELLINA  OFFOHA     Director                     March  10,  2004
-----------------------
Marcellina  Offoha

                                  EXHIBIT INDEX

                         Exhibit Number     Description
                         --------------     -----------

5.1      Opinion  of  Bryan  Cave  LLP.
10.2     Revised Stock Option Agreement
23.1     Consent  of  Andrew  Smith,  CPA.
23.2     Consent  of  Bryan  Cave  LLP  (included  in  Exhibit  5.1).
4

                             EXHIBIT 5.1

                         [LETTERHEAD OF BRYAN CAVE LLP]

March 10,  2004

Meridian  Holdings,  Inc.
900  Wilshire  Boulevard,  Suite  500
Los  Angeles,  CA  90017

Re:  Registration  on  Form  S-8

Gentlemen:

At  your  request,  we have examined the Registration Statement on Form S-8 (the
"Registration Statement") as proposed to be filed by you with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of  1933,  as amended, of the offer and sale of 5,000,000 shares (the "Shares")
of Common Stock, $0.001 par value per share, of Meridian Holdings, Inc., a
Colorado corporation  (the  "Company"),  to  be issued pursuant to the 2004
Incentive Stock Option Plan as approved by the shareholders,  on March 6, 2004.

We  have further examined the proceedings that you have previously taken and are
familiar with the additional proceedings proposed to be taken in connection with
the  authorization, issuance, and sale of the Shares. Subject to compliance with
applicable  state securities and "Blue Sky" laws, we are of the opinion that the
Shares, upon their issuance and sale in the manner described in the Registration
Statement,  will be legally issued, fully paid, and non-assessable securities of
the  Company.  We  consent  to  the  use  of  this opinion as Exhibit 5.1 of the
Registration  Statement.

Very  truly  yours,

/s/  BRYAN  CAVE  LLP
____________________
Bryan  Cave  LLP
5

                                    EXHIBIT  10.2

                           REVISED  STOCK  OPTION  AGREEMENT

AGREEMENT,  made  this  ____  day  of  ______,  2004,  by  and  between MERIDIAN
HOLDINGS, INC., a Colorado corporation, hereinafter referred to as the "Company"
and             ,  an  individual,  hereinafter  referred  to as the "Optionee".

                                   WITNESSETH:

WHEREAS,  pursuant  to  the  resolution adopted by the Board of Directors of the
Company,  the  Company has entered into a Employment Agreement with the Optionee
and,  pursuant to the Agreement, the Company has agreed to grant to the Optionee
an  Option  to  purchase shares of common stock of the Company at the prices per
share  hereinafter  set forth, such option to be for the term and upon the terms
and  conditions  hereinafter  stated;

NOW  THEREFORE,  in  good  consideration  of  the promises, the mutual covenants
herein  contained  and other good and valuable consideration, the parties hereto
agree  as  follows:

1.     OPTION.  The  Company  hereby grants to the Optionee the right and option
       -------
(hereinafter  referred  to  as  the  "Option") to purchase all or any part of an
aggregate of 100,000 shares of common stock of the Company (hereinafter referred
to  as  the  "Shares")  on  the  terms  and  conditions  herein  set  forth.

2.     TERM.  The  term  of the Option shall commence on the January 1, 2004 and
       -----
shall  expire  Sixty  (60)  months from such date on September 1, 2009, save and
except  that  upon termination of the Agreement, the Option granted herein shall
cease  and  expire  ninety (90) days from the date of terminating the Agreement.

3.         PURCHASE  PRICE.  The  purchase  price  of  the  Option  shall  be
           ----------------
______dollars  ($XXXX.)   the   receipt  and  sufficiency  of  which  is  hereby
acknowledged.  The  purchase  prices  of  the Shares covered by the Option shall
increase  in a range from $0.15 to $1.00 per  share.  The Optionee has the right
to  purchase  Shares  in  accordance with the following schedule, which purchase
price  shall be payable in full, in cash or note, upon exercise of the Option in
accordance  with  the  terms  and  conditions  here  provided:

          A.     XXXX  SHARES  AT  A  PRICE  OF  $0.15  PER  SHARE
          B.     XXXX  SHARES  AT  A  PRICE  OF  $0.25  PER  SHARE
          C.     XXXX  SHARES  AT  A  PRICE  OF  $0.35  PER  SHARE
          D.     XXXX  SHARES  AT  A  PRICE  OF  $0.50  PER  SHARE
          E.     XXXX  SHARES  AT  A  PRICE  OF  $1.00  PER  SHARE

4.     SECURITIES  TO  BE REGISTERED.  Both the Option and the Shares covered by
the Option shall be "registered securities" as defined for the General Rules and
Regulations   under  the  Securities  Act  of  1933,  as  amended  (the  "Act").

5.     EXERCISE.  The  Option  shall  be  exercisable in whole or in part at any
time  and  from  time  to  time  during the term of the Option by written notice
delivered  to  the  Company  at  900 Wilshire Boulevard, Suite 500, Los Angeles,
California  90017.  The  notice shall state the number of Shares with respect to
which  the  Option  is  being  exercised,  shall  contain  a  representation and
agreement  by  the  Optionee in form and substance substantially as set forth in
the Notice of Exercise, shall be signed by the Optionee and shall be accompanied
by  payment.  The Option shall not be exercised at any time when its exercise or
the delivery of the Shares referred to in the notice would be a violation of any
law, governmental regulation or ruling.  The Option shall be exercisable only by
the Optionee.  The Option can only be exercised when the underlying price of the
common  shares  of the Company is 125% of the exercise price of the Option for a
period  of  10  days.

6.     ASSIGNMENT  AND  TRANSFER.  The  Option and the rights and obligations of
parties  hereunder shall inure to the benefit of and shall be binding upon their
successors  and  assigns.
6

7.     OPTIONEE AS SHAREHOLDER.  Optionee shall have all rights as a shareholder
with  respect  to the Shares covered by the Option on and subsequent to the date
of  issuance  of  a  stock certificate or stock certificates to it.  Adjustments
will be made for dividends or other rights with respect to which the record date
is  on  or  subsequent  to  the  date  such  stock  certificates   were  issued.
8.     ADJUSTMENTS  FOR  CHANGES IN CAPITAL STRUCTURE.  In the event of a change
in the capital structure of the Company as a result of any stock dividend, stock
split,  combination  or  reclassification  of  shares,  recapitalization  or
consolidation  of,  the  number  of  shares  covered  by  the  Option  shall  be
appropriately  adjusted  to  ensure  the  same absolute benefit to the Optionee.

9.     NOTICES.  All  notices  required  or  permitted  to  be  given under this
Agreement  shall be sufficient if in writing and delivered or sent by registered
or  certified  mail  to  the  principal  office  of  each  party.

10.     GOVERNING  LAW.  This  Agreement  shall  be governed by and construed in
accordance  with  the  laws  of  the  State  of  California.

IN  WITNESS  WHEREOF,  the  parties have executed this instrument on the day and
year  first  written  above.

ATTEST:

MERIDIAN  HOLDINGS,  INC.

By:  /S/  ANTHONY  C.  DIKE
     ----------------------

ANTHONY  C.  DIKE
CHIEF  EXECUTIVE  OFFICER
CHAIRMAN  OF  OPTION  COMMITTEE

Exhibit 23.1

               CONSENT  OF  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANT

I  consent  to the inclusion in this registration statement Form -S8, the
Form-10KSB (by reference) of  my report  dated  March 27,  2003  relative
to  my  audit  of the financial statements of Meridian Holdings,  Inc  at
December  31, 2002,  and  to  the  reference  to  me  under  the  heading
"Experts"  therein.

Andrew M.  Smith,  CPA
Long  Beach,  California
March 10, 2004
7

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