SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Washington,FORM D.C. 20549 8-K

FORMCURRENT 8-K REPORT

CURRENTPURSUANT REPORTTO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

PURSUANTDate TOof SECTIONReport 13(date ORof 15(dearliest event reported): OFApril THE28, 2004

~~SECURITIES~~_________________ ~~EXCHANGE ACT OF 1934~~

~~Date~~INTERCEPT, ~~of Report~~ INC.(~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported):~~specified ~~March~~in ~~16,~~its ~~2004~~ charter)

INTERCEPT, INC.

GEORGIA			01-14213			58-2237359
(State or other jurisdiction of			(Commission file number)			(I.R.S. Employer
incorporation or organization)						Identification No.)

(Exact Name of Registrant as Specified in its Charter)


3150 Holcomb Bridge Road, Suite 200 Norcross, Georgia						30071
(Address of Principal Executive Offices)						(Zip Code)

Georgia		01-14213		58-2237359
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

_________________

3150 Holcomb Bridge Road, Suite 200, Norcross, Georgia		30071
(Address of Principal Executive Offices)		(Zip Code)

(Registrant’s telephone number, including area code): (770) 248-9600

Registrant’s telephoneN/A number,(Former includingName areaor code:Former (770)Address, 248-9600if Changed Since Last Report)

N/AItem 5. Other Events and Required FD Disclosure

~~(Former~~ Litigation with ~~Name~~JANA orPartners ~~Former~~LLC ~~Address,~~and ifRelated ~~Changed~~Press ~~Since Last Report)~~ Release

~~Item~~ A hearing 7was held on April 28, 2004 in the United States District Court for the Northern District of Georgia to consider an application by the registrant, InterCept, Inc., ~~Financial~~for ~~Statements~~a temporary restraining order and preliminary injunction against dissident shareholder JANA Partners LLC. In an order issued on April 29, ~~Pro~~2004, ~~Forma~~the ~~Financial~~Court ~~Information~~stated its view that only InterCept’s two Class III directors positions are up for election at InterCept’s 2004 annual meeting, while concluding that injunctive relief was not available in the circumstances. The Court also ruled that, if JANA submits shareholder proposals to be considered at the InterCept annual meeting no later than five days of the entry of the order, those proposals will be considered timely even though they are made after the deadline for shareholder proposals required by InterCept’s bylaws. A copy of the press release issued by InterCept on April 30, 2004 with respect to this litigation is attached as Exhibit 99.1 hereto, and ~~Exhibits~~a copy of the Court’s Order is attached as Exhibit 99.2 hereto.

~~(c)~~ The press ~~Exhibits~~release inadvertently included G. Lynn Boggs, InterCept’s President and Chief Operating Officer, in the table describing the share ownership of participants. Although Mr. Boggs may become a participant to the extent he solicits proxies, he is not a participant at present and is not a director.

99Item 7.1 PressFinancial releaseStatements dated March 16, 2004 regarding earnings for the three months and year ended December 31, 2003.Exhibits

~~Item 12~~(c) Exhibits. ~~Results of Operations and Financial Condition~~

On99.1 Press ~~March~~Release ~~16, 2004,~~ of InterCept, ~~Inc. (Nasdaq: ICPT)~~ issued aApril ~~press release regarding its earnings for the three and twelve months ended December 31~~30, 2004. ~~The full text of the press release is attached as exhibit~~ 99.1.2 Order ~~Pursuant~~dated toApril ~~General Instruction B.6 of Form 8-K~~29, ~~these~~2004 ~~exhibits~~issued ~~are~~by ~~not~~United ~~“filed”~~States ~~for~~District ~~purposes~~Court ~~of Section~~Judge 18J. ofOwen ~~the Securities Exchange Act of 1934 but are instead furnished as required by that instruction~~Forrester.

SIGNATURES

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~~thereunto duly authorized.

~~INTERCEPT, INC. By~~Dated: ~~/s/~~April ~~Lynn~~30, ~~Boggs~~2004 ~~Lynn Boggs President~~

~~Dated: April 15~~INTERCEPT, ~~2004~~INC. (Registrant)

3By: /s/ G. Lynn Boggs G. Lynn Boggs President and Chief Operating Officer

~~EXHIBIT~~3 ~~INDEX~~

ExhibitEXHIBIT 99.1 Press release dated March 16, 2004 regarding earnings for the three months and year ended December 31, 2003.INDEX

499.1 Press Release of InterCept issued April 30, 2004. 99.2 Order dated April 29, 2004 issued by United States District Court Judge J. Owen Forrester.

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