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<TYPE>LETTER
<SEQUENCE>1
<FILENAME>me.txt
<DESCRIPTION>BURNETT: LETTER DATED 12/22/04 RE ITEM 4 FORM 8-K FILED 12/21/04
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Mail Stop 0308

							December 22, 2004

Anthony C. Dike
Chairman and Chief Executive Officer
Meridian Holdings, Inc.
900 Wilshire Avenue, Suite 500
Los Angeles, CA  90017

	RE:	Meridian Holdings, Inc.
		Item 4.01 Form 8-K filed December 21, 2004
            	File No. 0-30018

Dear Mr. Dike:

	    We have reviewed the above referenced filing and have the
following comments.  We welcome any questions you may have about
our
comments.  Feel free to contact us at the telephone numbers listed
at
the end of this letter.

1. You disclose that you provided the disclosures in accordance
with
Regulation S-K; however, it appears you are subject to Regulation
S-
B.  Please revise or advise.

2. Please revise paragraph (i) to disclose the date you dismissed
Andrew M. Smith.  The statement that it was subsequent to the
appointment of new auditors does not appear to be sufficient.

3. In paragraph (iii) you disclose that the appointment of new
auditors was approved by the board of directors.  Please revise to
state that they also approved the dismissal of Andrew M. Smith, if
true.

4. Please revise the disclosure in paragraph (iv) regarding the
periods for which there were no disagreements to cover the two
most
recent fiscal years and the interim period preceding the dismissal
or
through the date of dismissal.  The statement that there were no
disagreements up to the date of the change is not definitive
enough.

Meridian Holdings, Inc
December 22, 2004
Page 2

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosures in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	Your response to these comments should be filed on EDGAR and
tagged as "Corresp."   The amendment filed in response to the
comments in this letter should be filed within five business days
from the date of this letter, or we should be advised by that date
when the amendment will be filed.  Any amendment should be sent to
the former accountants and an updated letter from them should be
filed as Exhibit 16 as required by Item 304(a)(3) of Regulation S-
B.

 	Any questions regarding the above should be directed to me at
(202) 942-1809, or in my absence to Robert Benton at (202) 942-
1811.

							Sincerely,

							Robert Burnett
						            Staff Accountant

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