Registration No. 333-______

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933


                                 MIM Corporation
             (Exact name of registrant as specified in its charter)

          Delaware                                               05-0489664
(State or other jurisdiction                                  (I.R.S. Employer
      of incorporation)                                      Identification No.)


                  100 Clearbrook Road, Elmsford, New York 10523
               (Address of Principal Executive Offices) (Zip Code)

                 AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN
      AMENDED AND RESTATED 1996 NON-EMPLOYEE DIRECTORS STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

               Barry A. Posner, Vice President and General Counsel
         MIM Corporation, 100 Clearbrook Road, Elmsford, New York 10523
                                 (914) 460-1600
 (Name, address and telephone number, including area code, of agent for service)

      Approximate date of commencement of the proposed sale to the public:
      From time to time after the Registration Statement becomes effective.

<TABLE>
<CAPTION>
====================================================================================================================================
                                                   CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                Proposed Maximum        Proposed Maximum           Amount of
       Title of Securities                  Amount                  Offering               Aggregate              Registration
         to be Registered              to be Registered         Price Per Share          Offering Price               Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                       <C>                      <C>                     <C>
Common Stock,
  $0.0001 par value............        2,675,000 shares             $2.52(1)              $2,584,134(1)              $783(1)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated  in  accordance  with Rule 457(h) and Rule 457(c)  solely for the
     purpose  of  calculating  the  registration  fee based on the  registration
     hereunder of an additional  1,025,450  shares of Common Stock under the two
     separate  Plans at the  average  of the high and low  sales  prices  of the
     Common Stock reported on the Nasdaq National Market Tier on May 20, 1999, a
     date within 5 business days of the filing of this  Registration  Statement.
     Pursuant  to  Instruction  E of  Form  S-8,  the  Company  has  not  paid a
     registration  fee with  respect  to an  aggregate  of  3,496,053  (of which
     1,649,550  remained  subject to grant or exercise under the Plans as of May
     17, 1999) shares of Common  Stock for which the Company  previously  paid a
     registration  fee  under a  Registration  Statement  on Form S-8  filed and
     effective on August 20, 1997 assigned a Registration No. of 333-33905.  See
     "Explanatory  Note." Pursuant to Rule 416(b),  this Registration  Statement
     shall also be deemed to  register  an  indeterminate  amount of  additional
     shares  of Common  Stock as may be  issued  under the Plans in the event of
     certain events specified in the Plans.


<PAGE>


                                EXPLANATORY NOTE

     MIM Corporation,  a Delaware  corporation (the "Company"),  adopted the MIM
Corporation  1996  Stock  Incentive  Plan  (the  "Employee  Plan")  and  the MIM
Corporation  1996  Non-Employee  Directors  Stock Incentive Plan (the "Directors
Plan")  (collectively,  the  "Plans") in May 1996.  The shares of common  stock,
$0.0001 par value per share, of the Company (the "Common  Stock"),  reserved for
issuance  upon the  exercise  of  options  awarded  pursuant  to the Plans  were
registered under the Securities Act of 1933, as amended (the "Act"), pursuant to
a Registration Statement on Form S-8 (Reg. No. 333-33905) filed and effective on
August 20, 1997 (the "Initial Registration Statement").

     In addition,  the Initial Registration Statement and the reoffer prospectus
included  therein were intended to register for reoffer  and/or resale shares of
Common Stock that would be acquired in the future under the Plans by persons who
may be  considered  affiliates  of the Company as defined  under Rule 405 of the
Act.

     Effective  December 1, 1998, the Company  amended and restated the Employee
Plan (as so amended and restated,  the "Amended and Restated  Employee Plan") in
order to add restricted  stock as securities  subject to grant by the Company to
employees under the Amended and Restated  Employee Plan, to make available under
the Amended and Restated  Employee Plan an additional  825,450  shares of Common
Stock  and to  make  certain  other  technical  changes  to the  Employee  Plan.
Effective March 1, 1999, the Company amended and restated the Directors Plan (as
so amended and  restated,  the "Amended and  Restated  Directors  Plan") to make
available  under the Amended and Restated  Directors Plan an additional  200,000
shares of Common Stock. The addition of shares of Common Stock under each of the
Plans is subject to stockholder approval at the Company's 1999 Annual Meeting of
Stockholders.

     This Registration Statement on Form S-8 (this "Registration  Statement") is
intended to register the following securities for issuance by the Company:

          1.  1,263,059  shares and 100,000  shares of Common  Stock that may be
     issued by the Company  pursuant  to the  exercise  of  outstanding  options
     previously  awarded  under  the  Employee  Plan  and  the  Directors  Plan,
     respectively; and

          2.  1,086,941  (of which 286,491  remained  subject to grant under the
     Employee Plan prior to its amendment  and  restatement)  shares and 200,000
     shares of Common  Stock,  respectively,  that may be issued by the  Company
     pursuant  to (a) the  exercise  of options  and/or the grant of  restricted
     shares,  in each case, that may be awarded by the Company under the Amended
     and  Restated  Employee  Plan and (b) the  exercise of options  that may be
     awarded by the Company under the Amended and Restated Directors Plan.


                                      -2-
<PAGE>


     In  accordance  with  Instruction  C.1(a)  of Form S-8,  this  Registration
Statement and the reoffer prospectus  included herein also registers for reoffer
and/or  resale  shares of Common  Stock that may be acquired in the future under
the Plans through  exercise of options  and/or  grants of  restricted  shares by
persons who may be  considered  affiliates  of the Company as defined under Rule
405 of the Act. In addition,  in accordance with General  Instruction  C.1(b) to
Form S-8, this Registration Statement and the reoffer prospectus included herein
registers for reoffer  and/or resale  25,000  restricted  shares of Common Stock
issued under the Amended and Restated Employee Plan to two executive officers of
the Company prior to the date of this Registration Statement. See Item 7.

     The  materials  constituting  the  reoffer  prospectus  have been  prepared
pursuant to Part I of Form S-3, in accordance with General Instruction C to Form
S-8.

     From the date  hereof,  all  securities  previously  registered  under  the
Initial  Registration  Statement shall be deemed  deregistered under the Initial
Registration Statement and instead registered under this Registration Statement,
including the reoffer  prospectus  included herein. The registration fee paid by
the Company in  connection  with the  Initial  Registration  Statement  has been
carried forward and applied against the registration fee otherwise payable under
this Registration Statement.  See "Calculation of Registration Fee" on the cover
page of this Registration Statement.


                                      -3-

<PAGE>


REOFFER PROSPECTUS

                             Up To 2,675,000 Shares

                                 MIM CORPORATION

                                  Common Stock

     This Prospectus  relates to the up to 2,675,000  shares of our Common Stock
which the people identified under "Selling Stockholders" may offer and sell from
time to time in one or more  types of  transactions  (which  may  include  block
transactions)  on The Nasdaq Stock  Market's  National  Market  Tier,  where our
Common  Stock is listed for trading  under the symbol  "MIMS," in other  markets
where our Common Stock is traded,  in  negotiated  transactions,  through put or
call options transactions, through short sales transactions, or in a combination
of such  methods of sale.  They will sell the Common  Stock at prices  which are
current when the sales take place or at other prices to which the parties agree.
The  Selling  Stockholders  may or may not use  brokers  and  dealers  in  these
transactions. The respective Selling Stockholders will pay any brokerage fees or
commissions relating to sales by them. See "Method of Sale."

     We may issue these shares of Common Stock to the Selling  Stockholders upon
the exercise by the Selling  Stockholders of options we have previously  awarded
to them or which we may award to them in the future. In addition, we have issued
and may issue in the  future to the  Selling  Stockholders  shares of our Common
Stock  which are  subject to  restrictions  on transfer  and  encumbrance  for a
specified  period of time.  We have  awarded  and may award  these  options  and
restricted  shares to the Selling  Stockholders  under our Amended and  Restated
1996  Stock  Incentive  Plan and our  Amended  and  Restated  1996  Non-Employee
Directors Stock Incentive Plan.

     We will not  receive  any of the  proceeds  from any  sales by the  Selling
Stockholders.  We will pay all of the expenses  associated with the registration
of the Common Stock and this Prospectus.

     On May 26, 1999, the last reported sale price of the Common Stock on Nasdaq
was $2.75 per share.

     See "Risk Factors"  beginning on page 3 of this Prospectus for a discussion
of certain risks and other factors that you should  consider  before  purchasing
our Common Stock.

                                   ----------

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved  of these  securities,  and they have not
determined if this Prospectus is truthful and complete.  Any  representation  to
the contrary is a criminal offense.

                                   ----------

                  The date of this Prospectus is May 27, 1999.


<PAGE>



     We have  not  authorized  anyone  to give  any  information  or to make any
representation  which  is not  contained  in this  Prospectus  or in a  document
incorporated by reference into this Prospectus.  If anyone gives any information
or makes any representation which is not contained in, or incorporated into this
Prospectus,  you must not rely upon it as  having  been  authorized  by us or by
anyone  acting on our  behalf.  This  Prospectus  is not an offer to sell,  or a
solicitation  of  an  offer  to  buy,  our  securities  by  any  person  in  any
jurisdiction  in which it is  unlawful  for that person to make such an offer or
solicitation.  No matter when you receive this Prospectus or purchase securities
to which it  relates,  you must not  assume it is  correct at any time after its
date.

                                TABLE OF CONTENTS

Heading:                                                             Page Number
--------                                                             -----------

The Company ..........................................................    3

Risk Factors .........................................................    3

Selling Stockholders .................................................    9

Use of Proceeds ......................................................    9

Method of Sale .......................................................    9

Indemnification of Directors and Officers ............................   10

Where You Can Find More Information ..................................   11

Documents Incorporated By Reference ..................................   11

Legal Matters ........................................................   12

Experts ..............................................................   12

Annex I - Selling Stockholders .......................................   13


                                       2
<PAGE>



                                   THE COMPANY

     We are an independent  pharmacy benefit management ("PBM") and prescription
mail order organization that offers a broad range of pharmaceutical  services to
the health care  industry.  We promote the cost  effective  delivery of pharmacy
benefits to both public and private  health plan  members as well as the general
public. We target two types of plan sponsors:

     o    sponsors of public and private health plans, such as:

          o    health maintenance organizations ("HMO's")

          o    other managed care organizations ("MCO's") and

          o    long-term  care  facilities,  such as nursing  homes and assisted
               living facilities and

     o    self-funded plans sponsored by employers.

     We  provide  flexible  program  designs,  pricing  arrangements,  formulary
management,  clinical  expertise,  innovative  technology  and quality  services
designed  to contain  pharmacy  costs.  We promote  the  clinically  appropriate
substitution  of generic drugs from  equivalent  but more  expensive  brand name
drugs that are often prescribed.

     We were  incorporated  in Delaware in March 1996 and  completed our initial
public  offering  in  August  1996.  Prior  to our  offering,  we  combined  the
businesses  and  operations  of  Pro-Mark  Holdings,   Inc.  and  MIM  Strategic
Marketing, LLC, which became 100% and 90% owned subsidiaries,  respectively,  of
ours in May 1996. On August 24, 1998, we acquired all of the outstanding capital
stock of Continental Managed Pharmacy Services, Inc., complementing our core PBM
business with mail order pharmacy services.

     Our  principal  executive  offices  are  located  at 100  Clearbrook  Road,
Elmsford,  New York 10523,  telephone number (914) 460-1600.  Unless the context
otherwise requires,  all references to "we", "us", "our" or "the Company" refers
to MIM Corporation and its predecessors and subsidiaries.

                                  RISK FACTORS

     Before you  purchase any Common  Stock,  you should be aware that there are
various risks associated with an investment in the Common Stock, including those
described below. You should consider  carefully these risk factors together with
the other  information  included in this  Prospectus  in  evaluating  whether to
purchase any Common Stock

Actual Results May Vary Materially From Results Associated With  Forward-Looking
Statements

     Some of the  information  contained in, or  incorporated  by reference into
this Prospectus includes certain  forward-looking  statements within the meaning
of  the  Private  Securities  Litigation  Reform  Act of  1995.  Forward-looking
statements  include the  information  concerning  our possible or assumed future
results of  operations as well as  statements  preceded by,  followed by or that
include  the  words  "may,"  "will,"  "could,"  would,"   "believe,"   "expect,"
"anticipate,"  "estimate,"  "intend," "project" or the negative thereof or other
similar expressions.  You are cautioned that any forward-looking  statements are
not guarantees of future performance and involve risks and  uncertainties.  When
considering such  forward-looking  statements,  you should keep in mind the risk
factors  listed  below  and  other  cautionary   statements   contained  in,  or
incorporated by reference into this  Prospectus.  The risk factors noted in this
section and other factors noted  throughout the  Prospectus,  including  certain
risks and  uncertainties,  could cause our actual  results to differ  materially
from those results  associated  with any  forward-looking  statement.  We do not
undertake  any  obligation  to publicly  release the results of any revisions to
these  forward-looking  statements that may be made to reflect any future events
and circumstances.


                                       3
<PAGE>


Adverse  Events  With  Respect  To  TennCare  Program or Our  Relationship  With
TennCare Plan Sponsors Could Adversely Affect Us

     In  January  1994,   the  State  of  Tennessee   instituted   its  Medicaid
demonstration  waiver program  referred to as "TennCare." The State of Tennessee
contracted  with certain MCO's to provide  mandated  health services to TennCare
beneficiaries on a capitated  basis. In turn,  certain of these MCO's contracted
with  RxCare  of  Tennessee,   Inc.  ("RxCare")  to  provide  TennCare  mandated
pharmaceutical benefits to their TennCare beneficiaries through RxCare's network
of retail pharmacies, in most cases on a corresponding capitated basis.

     From January 1994 through  December 31, 1998,  we provided a broad range of
PBM services to these TennCare beneficiaries under an agreement with RxCare (the
"RxCare Contract").  Under the RxCare Contract, we also provided PBM services to
commercial plan sponsors and their  enrollees.  We performed  essentially all of
RxCare's  obligations  under its PBM  contracts  with plan  sponsors,  including
designing and marketing PBM programs and services. Under the RxCare Contract, we
paid  certain  amounts to RxCare  and shared  with  RxCare the  profit,  if any,
derived from services performed under RxCare's contracts with the plan sponsors.

     As of December  31,  1998,  we serviced six  TennCare  plan  sponsors  with
approximately 1.2 million members under the RxCare Contract. The RxCare Contract
accounted  for 72.2% of our  revenues  for the year ended  December 31, 1998 and
approximately  83.6% of our  revenues  for the year  ended  December  31,  1997.
RxCare's  contracts  with  Tennessee  Managed  Care  Network,   Inc.,  Tennessee
Behavioral  Health,  Inc.,  Premier  Behavioral Systems of Tennessee and Phoenix
Healthcare  of Tennessee  accounted  for  approximately  16%,  11%, 16% and 12%,
respectively, of our revenues in 1998.

     The Company and RxCare did not renew the RxCare  Contract  which expired on
December 31, 1998. The negotiated  termination of our relationship  with RxCare,
among other  things,  allowed us to directly  market its  services to  Tennessee
customers  (including  those  then  under  contract  with  RxCare)  prior to the
expiration of the RxCare Contract. The RxCare Contract had previously prohibited
us from soliciting  and/or marketing our PBM services in Tennessee other than on
behalf  of,  and for the  benefit of RxCare.  Our  marketing  efforts  after the
negotiated  termination  resulted in us  executing  agreements  effective  as of
January 1, 1999 to provide PBM  services  directly  to five of the six  TennCare
MCO's  representing  approximately  900,000 of the 1.2  million  TennCare  lives
previously  managed  under the RxCare  Contract.  In addition,  effective May 1,
1999,  we entered into a contract to provide PBM services to the sixth  TennCare
MCO  we  managed  under  the  RxCare  Contract  and  its  approximately  300,000
enrollees,  thereby  contracting  with all of the  TennCare  MCO's  we  formerly
managed through the RxCare Contract until December 31, 1998.  Effective  January
1, 1999, we also  contracted  directly to provide PBM services to  substantially
all third party  administrators and employer groups previously managed under the
RxCare Contract. We anticipate that approximately 45% of our revenues for fiscal
1999 will be derived from providing PBM services to these six TennCare MCO's. To
date, we have been unable to secure a contract with the two TennCare  behavioral
health  organizations  ("BHO's")  to which we  previously  provided PBM services
under the RxCare Contract. For the year ended December 31, 1998, amounts paid by
these BHO's  represented  approximately  27% of our revenues.  Accordingly,  our
failure to eventually  obtain contracts with the two BHO's or the loss of any of
the other  TennCare  contracts  we  presently  have,  if not  replaced  by other
business,  could materially adversely affect our financial condition and results
of operations.

     As part of our normal review process,  in April 1999 we determined that two
of  our  capitated   TennCare   contracts   were  not  achieving   profitability
projections.  Accordingly,  in accordance with the terms of these contracts,  we
exercised  our right to terminate  these  contracts  effective on September  28,
1999.  Representatives  of the Company and these  TennCare  MCO's are  presently
renegotiating  these  contracts.  While we believe that it is reasonably  likely
that the terms of these  contracts  will be  renegotiated,  no assurance  can be
given that we will successfully renegotiate the contracts with either or both of
these customers.  In addition,  no assurance can be given that we will not incur
losses under either or both of these  contracts  during the interim period until
termination becomes effective.


                                       4
<PAGE>


Certain Legal Proceedings Could Adversely Affect Our Liquidity

     In February  1999,  we reached an agreement in principle  with respect to a
civil  settlement  of a Federal and State of  Tennessee  investigation  focusing
mainly on the  conduct  of two  former  officers  (one of which is also a former
director  and  still  a  principal  stockholder)  prior  to our  initial  public
offering.  Based upon the  agreement  in  principle,  the  investigation,  as it
relates to us,  would be fully  resolved  through the payment of a $2.2  million
civil settlement and an agreement to implement a corporate  integrity program in
conjunction with the Office of the Inspector  General of the U.S.  Department of
Health and Human  Services.  This  settlement is subject to several  conditions,
including the execution of a definitive  agreement.  We anticipate  that we will
have no continued involvement in the governments' joint investigation other than
continuing to cooperate with the governments in their efforts.

     On March 31, 1999, Xantus Healthplan of Tennessee, Inc. ("Xantus"),  one of
the TennCare MCO's to which we provide PBM services,  and the State of Tennessee
entered into a consent decree whereby,  among other things,  the Commissioner of
Commerce and  Insurance  for the State of Tennessee  was  appointed  receiver of
Xantus for purposes of rehabilitation. The receiver has begun to pay in a timely
manner all  amounts  due to us under our  agreement  with  Xantus  for  services
rendered  by the Company  from and after  April 1, 1999.  As of the date of this
Prospectus,  we continue to provide PBM services to Xantus and its members under
our agreement with them. At this time, we are unable to predict the consequences
of this  action on our  ability to collect  monies  owed to us by Xantus.  As of
April 1, 1999, Xantus owed us $10.7 million relating to PBM services rendered by
us from January 1, 1999 through April 1, 1999.To date, we have withheld from our
pharmacy providers approximately $4.0 million (out of approximately $10 million)
of claims  submitted  by them on behalf of Xantus  members as  permitted  by our
agreements with these pharmacy providers. If and when we are paid by Xantus with
respect to these claims,  we will pay our network  pharmacies  for these claims.
State of Tennessee  officials have publicly indicated that the State will ensure
that all  TennCare  providers  negatively  impacted  by the  appointment  of the
receiver  for Xantus will  eventually  receive from Xantus or the State at least
50% of all  outstanding  amounts owed by Xantus to such providers as of April 1,
1999. We can give no assurance that Xantus or the State will  eventually pay any
or all of these amounts.  Our failure to collect from Xantus or the State all or
a  substantial  portion of the monies owed to us by Xantus would have a material
adverse effect on our financial condition and results of operations.

     Under Section 145 of the Delaware  General  Corporation Law ("Section 145")
and the Company's Amended and Restated By-Laws ("By-Laws"),  we are obligated to
indemnify two former  officers (one of which is also a former director and still
a principal  stockholder) who are the subject of the indictments  brought in the
United  States  District  Court for the Western  District of Tennessee  (as more
fully  described  in our Annual  Report on From 10-K for the  fiscal  year ended
December 31, 1998). Our obligation to provide indemnification would not apply if
it is ultimately determined by our Board of Directors that these former officers
failed to act in good faith and in a manner  they  reasonably  believed to be in
our best  interests,  that they had reason to believe  that  their  conduct  was
unlawful  or for any  other  reason  under  which  indemnification  would not be
required  under Section 145 or the By-Laws.  In addition,  until the Board makes
such a determination, we are also obligated under Section 145 and the By-Laws to
advance  the costs of defense to them.  However,  if the Board  determines  that
either  or both of them  are not  entitled  to  indemnification,  they  would be
obligated to reimburse us for all amounts advanced to them. We are not presently
in a  position  to assess the  likelihood  that  either or both of these  former
officers  will be entitled  to  indemnification  and  continued  advancement  of
defense  costs  or to  estimate  the  total  amount  that we may  have to pay in
connection  with our  obligations or the time period over which any amounts will
have to be advanced. We cannot assure you that our obligations to either or both
of these former officers would not have a material adverse effect on our results
of operations or financial condition.

Limited Term of Material Agreements Could Adversely Affect Us

     Our contracts with plan sponsors typically have terms of one to three years
and are subject to earlier  termination  upon the occurrence of certain  events,
including a breach of an agreement  which is not cured within a reasonable  time
after notice, insolvency, bankruptcy or receivership of the plan and termination
of the  underlying  health care program (for  example,  TennCare) or of the plan
sponsor's contract with the ultimate payor. In certain


                                       5
<PAGE>


cases,  both us and the plan sponsor may also  terminate the  agreement  without
cause, typically upon prior written notice, generally 30 to 90 days, but in some
cases as long as 150 days.  We cannot  guarantee  that any  contracts  with plan
sponsors will be continued or renewed in accordance  with their terms.  The loss
of any  particular  plan sponsor  contract,  especially  those with the TennCare
MCO's,  or the loss of a  significant  number  of them,  could  have a  material
adverse  effect  on our  financial  condition  and  results  of  operations.  As
discussed  above,  we are presently in the process of attempting to  renegotiate
capitated contracts with two TennCare MCO's following our delivery of notices of
termination of these two contracts  that will become  effective on September 28,
1999, unless we successfully renegotiate these contracts.

Risk-Based Arrangements Could Adversely Affect Us

     For the year ended  December  31, 1998,  approximately  32% of our revenues
were generated from capitated or other risk-based arrangements,  compared to 53%
for the year ended  December  31,  1997.  Effective  January  1, 1999,  we began
providing  PBM services  directly to five of the six TennCare  MCO's  previously
managed under the RxCare Contract. Effective May 1, 1999, we began providing PBM
services  to the  sixth  TennCare  MCO  previously  managed  under  the Rx  Care
Contract.  We will be  compensated  on a  capitated  basis under four of the six
TennCare contracts, thereby increasing our financial risk in 1999 as compared to
1998.  Based  upon our  present  contracted  arrangements,  we  anticipate  that
approximately  36% of our  revenues in 1999 will be derived  from  capitated  or
other risk-based arrangements.

     Under "capitated" arrangements,  we receive a pre-determined fee each month
for each member  enrolled in a  particular  health plan in return for  providing
certain  covered  pharmacy  benefits and services to plan members.  From time to
time, we may also enter into cost sharing  arrangements (i.e., sharing with plan
sponsors the financial  benefits  resulting from not exceeding  established  per
capita  amounts),  profit sharing  arrangements  (i.e.,  incentivizing  the plan
sponsors to support fully our cost control efforts as well as other arrangements
under  which we may  share  all or a  portion  of the  risk of the drug  benefit
program with the plan sponsor. We generally negotiate  capitation fees and other
risk-based arrangements for a particular plan (or subset of individuals within a
plan) based upon a number of factors,  including competitive conditions within a
particular  market,  the  expected  costs  of  providing  the  covered  pharmacy
services,   anticipated   price  increases  for   pharmaceutical   products  and
anticipated  increases in the utilization of those products by plan members. The
cost of providing  pharmacy  services varies among plan  participants and groups
and is affected by many factors largely beyond our control, including compliance
by  physicians   and  patients  with  the  drug  formulary  and  benefit  design
parameters,  the  acceptance  rate of  substitution  of generic drugs for higher
priced brand name drugs,  especially in light of the dramatic increase in direct
consumer  marketing of brand name drugs,  the effect of inflation on drug costs,
higher than expected utilization rates and the co-payment structure of the plan.
We generally base our expected costs on prior experience with similar groups and
demographic  data based on the  population at large.  Data with respect to prior
experience  may not be  available  and,  if  available,  may  not be a  reliable
indicator of the actual results for a particular plan. In addition,  under these
risk-based  arrangements,  we may be  required  to bear all or a portion  of the
costs of certain  newly-developed  drugs the  existence or cost of which may not
have been known at the time the capitation fee or other  risk-based  arrangement
for a particular  plan was  established.  We cannot  guarantee  that the cost of
providing  pharmacy  services under capitated or other  risk-based  arrangements
will not exceed the revenues received by us with respect to those  arrangements.
Any shortfall between revenues received and costs incurred under these capitated
and other  risk-based  arrangements  could have a material adverse effect on the
Company's financial  condition and results of operations.  For example, on April
30, 1999, we gave notice of termination to two of the TennCare MCO's to which we
began  providing  services  on a  capitated  basis as of  January 1, 1999 due to
forecasted  losses under those  contracts.  See "Adverse  Events With Respect to
TennCare Program or our Relationship With TennCare Plan Sponsors Could Adversely
Affect Us."

We Have Had Historical Accounting Losses And May Experience Future Losses

     We experienced losses of approximately $13.5 million,  $31.8 million,  $6.8
million and $2.5 million in the years ended  December 31, 1997,  1996,  1995 and
1994, respectively. For the year ended December 31, 1998, we



                                       6
<PAGE>


reported net income of $4.3 million,  after recording  non-recurring  charges of
$3.7 million. These historical results are not indicative of future results, but
we cannot assure you that we will not incur net losses in the future.

Rapid Growth and  Integration of Acquired  Businesses May Be Difficult to Manage
Efficiently

     Since we went public in August 1996,  we have been  attempting to grow at a
rapid pace. Rapid growth may strain our financial and management resources.  Our
ability to manage growth  effectively will require that we continue to identify,
hire, train and effectively  manage additional  qualified  employees.  We cannot
assure  you  that we will be able to  expand  our  market  presence  in  current
locations or  successfully  enter other markets.  If we are unable to manage our
growth  effectively  and  efficiently,  our  financial  condition and results of
operations could be adversely affected.

     Our  current  strategy  contemplates  the  continued  growth of our company
through mergers and acquisitions of other companies and business  entities which
engage  in  PBM  and  other  related   services  as  well  as  other   strategic
arrangements.  However, any business acquisition or other strategic  arrangement
involves inherent uncertainties,  such as the effect on the acquired business of
integration  into a  larger  organization  and the  availability  of  management
resources to oversee the  integration  and  operation of the acquired  business.
Potential  obstacles to the  successful  integration  of the  acquired  business
include,  among  others,  consolidating  financial,  accounting  and  managerial
functions and  eliminating  operational  overlaps  between our  businesses,  and
adding and  integrating key personnel.  Even though the acquired  businesses may
have been successful as independent  companies prior to the merger,  acquisition
or strategic arrangement,  we cannot assure you that their success will continue
afterwards.

Larger Competitors May Adversely Affect Our Ability to Compete Effectively

     The  PBM  industry  is  highly  competitive  and has  recently  experienced
significant  consolidation.  Many of our current and potential  competitors have
considerably greater financial,  technical,  marketing and other resources.  The
PBM  business  includes  a number  of large,  well  capitalized  companies  with
nationwide  operations and many smaller  organizations  typically operating on a
local or regional basis.  Among larger companies offering PBM services are Medco
Containment  Services,  Inc. (a subsidiary  of Merck & Co.,  Inc.),  PCS,  Inc.,
Express Scripts,  Inc.,  Advance ParadigM,  Inc. and Diversified  Pharmaceutical
Services,  Inc. Numerous insurance and Blue Cross and Blue Shield plans, managed
care organizations and retail drug chains also have their own PBM capabilities.

We May Not Be Able to Retain Key Management

     Our success is largely  dependent on the  services of Richard H.  Friedman,
our Chief  Executive  Officer,  and, to a lesser  extent,  other key  management
personnel.  We have an employment agreement with Mr. Friedman which provides for
his continued  employment through December 2003, subject to earlier  termination
under certain circumstances.  We cannot guarantee that we will be able to retain
his services or the services of any other key management personnel.  The loss of
the  services  of one or more of our  senior  management  could  have a material
adverse effect upon our financial condition and results of operations.

Our Failure to Comply With Laws and Regulations Could Adversely Affect Us

     Our present and planned  businesses  are subject to  extensive  federal and
state laws and  regulations.  Subject to certain  exceptions,  federal  law (the
"Federal  Anti-Kickback  Statute")  prohibits  the  payment  or  receipt  of any
remuneration,  directly or indirectly,  to induce,  arrange for or recommend the
purchase  of  health  care  items  or  services  paid for in whole or in part by
Medicare or state health care programs  (including  Medicaid and  TennCare).  In
addition,  certain state laws (including professional licensing laws prohibiting
fee-splitting)  contain  similar  provisions  that may extend the prohibition to
cover  items or services  that are paid for by private  insurance  and  self-pay
patients.  We can  make no  assurance  that  our  practices  will be found to be
protected  by  certain  so-called  "safe  harbor"  regulations,   which  provide
insulation from prosecution under the Federal Anti-Kickback Statute, and in some
instances  it is clear that they are not so  protected.  We are also  subject to
various false claim, drug distribution,  antitrust and consumer  protection laws
and may be subject to certain  other laws,  including



                                       7
<PAGE>


various state insurance laws.

     While  management  believes that we are in substantial  compliance with all
existing laws and  regulations  material to the operation of its business,  such
laws and  regulations  are subject to rapid  change and often are  uncertain  in
their  application.  As  controversies  continue  to  arise in the  health  care
industry  (for  example,  regarding  the efforts of plan  sponsors  and pharmacy
benefit managers to limit  formularies,  alter drug choice and establish limited
networks  of  participating  pharmacies),   federal  and  state  regulation  and
enforcement  priorities in this area can be expected to increase,  the impact of
which we cannot  currently  predict.  It is possible  that we will be subject to
scrutiny or challenge under one or more of these laws or that any such challenge
might be successful. Any such challenge, whether or not successful, could have a
material  adverse effect upon our financial  position and results of operations.
Violation  of the Federal  Anti-Kickback  Statute,  for  example,  may result in
criminal  penalties,  as  well as  exclusion  from  the  Medicare  and  Medicaid
(including TennCare) programs.  Further, it is possible that we will not be able
to obtain or maintain any of the  regulatory  approvals  that may be required to
operate its  business,  and the  failure to do so could have a material  adverse
effect on our financial condition and results of operations.

The Services We Provide May Subject Us to Litigation and Liability

     We believe  that our  insurance  protection  is adequate to protect us from
litigation  and  liability  in  connection  with our  present  and  contemplated
business  operations.  However,  we  cannot  assure  you that we will be able to
obtain and  maintain  insurance  coverage  in the future or that such  insurance
coverage will be available on acceptable  terms or will be adequate to cover any
or all potential  professional  liability,  product liability or other claims. A
successful  claim in excess of our  insurance  coverage  could  have a  material
adverse effect on our financial condition and results of operations.

Our  Dependence on Information  Systems and the Year 2000 Issue Could  Adversely
Affect Us

     We believe our on-line claims processing (or  adjudication)  systems are an
integral part of our business. We own our claims processing software and have an
agreement  to acquire all software  upgrades to such  software to ensure that we
maintain  a   state-of-the-art   claims  processing   system.   Any  significant
interruption  in service of our computer or telephone  systems  could  adversely
affect  our  ability  to  operate  our  business  on a timely  basis,  and could
adversely  affect our relations  with our  pharmacies  and health plan sponsors.
Under a  contract  with a third  party,  the  third  party  guarantees  that any
disruption  in our  computer or telephone  systems  will be rectified  within 48
hours.  Although we cannot guarantee it, we believe that this disaster  recovery
arrangement  is  sufficient  to prevent  any  disruption  from having a material
adverse effect on our financial condition or results of operations.

     The  so-called  "year  2000  problem,"  which is common to many  companies,
concerns the inability of information  systems,  primarily computer hardware and
software programs,  to recognize properly and process date sensitive information
following   December  31,  1999.  We  have   committed   substantial   resources
(approximately  $2.4 million) over the past two years to improve our information
systems  ("IS  project").  We have used this IS  project  as an  opportunity  to
evaluate  our state of  readiness,  estimate  expected  costs and  identify  and
quantify risks  associated  with any potential year 2000 issues.  For a detailed
discussion  of these  matters,  see  "Management's  Discussion  and  Analysis of
Financial Condition and Results of Operations" in our Annual Report on Form 10-K
for the year ended December 31, 1998.

Possible Negative Effects on Stockholders of Preferred Stock and Rights

     We are authorized to issue 5,000,000  shares of preferred  stock. Our Board
of Directors may from time to time fix the  designation,  rights and preferences
of preferred  stock  (including  voting,  dividend,  redemption and  liquidation
rights) without further stockholder  action.  Shares of preferred stock could be
issued in the future with rights and  preferences  that could make the  possible
takeover of the Company or the removal of  management  more  difficult  or could
otherwise adversely impact the rights of stockholders.



                                       8
<PAGE>


     On November 24, 1998,  the Board  adopted a  stockholder  rights plan.  The
rights plan may have  certain  anti-takeover  effects and may cause  substantial
dilution to a person or group that  attempts to acquire the Company on terms not
approved by the Board.  The  stockholder  rights plan was adopted to help ensure
that the Board,  if confronted by an unsolicited  proposal from a third party to
acquire  control  of the  Company,  will  have  sufficient  time to  review  the
proposal, to develop, if deemed appropriate, alternatives to the proposal and to
act in what the Board  believes to be in the best  interests  of the Company and
its stockholders.

     As  originally  adopted,  the rights plan  contains a "delayed  redemption"
provision that prohibited rights under the plan from being redeemed by us during
the 180-day period after "continuing  directors" (as defined in the rights plan)
cease  to  constitute  a  majority  of the  Board.  This  provision  effectively
prevented  newly-elected  directors,  in  a  change  in  control  context,  from
redeeming  rights  for six  months,  thereby  delaying  any  acquisition  of the
Company.  In December  1998,  the  Delaware  courts  ruled in  Quickturn  Design
Systems, Inc. v. Mentor Graphics Corp., 721 A.2d 1281 (Del. 1998) that a similar
provision was invalid under Delaware law. As a result, the Board has amended the
rights plan to delete this "delayed redemption"  provision.  We may seek to take
other actions to achieve the same objectives as the rights plan and the "delayed
redemption"  provision  were  implemented  to address.  Certain of these actions
could require  stockholder  approval.  We cannot assure you that we will or will
not take or seek to take any such actions.

We Have Never Paid Dividends and Have No Current Intention to Pay Dividends

     We have never paid a cash dividend on the Common Stock and presently intend
to retain all  earnings,  if any, to support the  operation and expansion of our
business. We do not anticipate paying cash dividends in the foreseeable future.

Possible Volatility of Stock Price

     The market price of the Common Stock has fluctuated substantially since our
initial  public  offering.  The  price of the  Common  Stock may be  subject  to
fluctuations  in the future in response to  operating  results,  general  market
movements and other factors. In addition,  the Common Stock as well as the stock
market in general has  historically  experienced  price and volume  fluctuations
that often have been unrelated or disproportionate to the operating  performance
of the Company and companies in general. These fluctuations,  as well as general
economic and market  conditions,  may  adversely  affect the market price of the
Common Stock.

                              SELLING STOCKHOLDERS

     The table  attached as Annex I hereto  sets  forth,  as of the date of this
Prospectus or a subsequent date if amended or supplemented, (a) the name of each
Selling  Stockholder and his or her  relationship to the Company during the past
three years;  (b) the number of shares of Common Stock each Selling  Stockholder
beneficially  owns (assuming  that all options and restricted  shares which they
have  previously  been  granted are fully vested and free from  restrictions  on
transfer);  (c) the number of shares of Common  Stock  offered  pursuant to this
Prospectus by each Selling Stockholder; and (d) the amount and percentage of the
Common Stock  outstanding  to be held by such Selling  Stockholder  after giving
effect to the  offering  of the Common  Stock  covered by this  Prospectus.  The
information  contained  in Annex I may be amended or  supplemented  from time to
time.

                                 USE OF PROCEEDS

     We will not receive any of the  proceeds  from the sale of Common  Stock by
Selling Stockholders covered by this Prospectus.

                                 METHOD OF SALE

     This Prospectus relates to the possible offer and sale from time to time by
the Selling  Stockholders of their shares of Common Stock which they may receive
upon the  exercise  of  options  or which  they may  transfer  upon the lapse of
restrictions on restricted shares. These options and restricted shares have been
or may be issued or granted



                                       9
<PAGE>


to the Selling  Stockholders  under the Employee Plan and/or the Directors Plan.
We have registered their shares for resale to provide them with freely tradeable
securities. However, registration of their shares does not necessarily mean that
they will offer or sell any of their  shares.  We will not receive any  proceeds
from the offering or sale of their shares.

     The Selling  Stockholders  may offer and sell the shares of Common Stock to
which  this  Prospectus  relates  from  time to time  in one or  more  types  of
transactions (which may include block transactions) on The Nasdaq Stock Market's
National  Market Tier,  where our Common  Stock is listed for trading  under the
symbol "MIMS," in other markets where our Common Stock is traded,  in negotiated
transactions,  through put or call  options  transactions,  through  short sales
transactions,  or in a combination  of such methods of sale.  They will sell the
Common  Stock at prices  which are current when the sales take place or at other
prices to which the parties agree. The respective  Selling  Stockholders may use
underwriters,  brokers or dealers to sell the shares, and will pay any brokerage
fees or  commissions  relating to sales by them in amounts to be  negotiated  by
them prior to sale. Such brokers or dealers and any other participating  brokers
or  dealers  may be  deemed  to be  "underwriters"  within  the  meaning  of the
Securities Act of 1933, as amended (the  "Securities  Act"),  in connection with
such sales and any  discounts  and  commissions  received by them and any profit
realized  by them on the resale of the  shares may be deemed to be  underwriting
discounts and commissions under the Securities Act. Some shares may also be sold
by other  people or  entities  which  receive the shares from one or more of the
Selling Stockholders by gift, by operation of law (including the laws of descent
and distribution) or by other transfers or assignments.

     Because the Selling Stockholders may be deemed to be "underwriters"  within
the meaning of the Securities Act, the Selling  Stockholders  will be subject to
the prospectus delivery requirements of the Securities Act. We have informed the
Selling  Stockholders  that the  anti-manipulative  provisions  of  Regulation M
promulgated under the Exchange Act may apply to their sales in the market.

     Selling  Stockholders  also may resell all or a portion of their  shares in
open market  transactions  in reliance upon Rule 144 under the  Securities  Act,
provided they meet the criteria and conform to the requirements of such Rule.

     If we are notified by any Selling Stockholder that any material arrangement
has been  entered  into with an  underwriter,  broker or dealer  for the sale of
shares through block trade, special offering, exchange distribution or secondary
distribution  or purchase by an underwriter,  broker or dealer,  we will prepare
and file a supplement to this Prospectus,  if required, under Rule 424(b) of the
Securities Act, disclosing (i) the name of the respective Selling Stockholder(s)
and of the participating  broker-dealer(s),  (ii) the number of shares involved,
(iii) the price at which such shares  were sold,  (iv) the  commissions  paid or
discounts or concessions allowed to such broker-dealer(s), where applicable, (v)
that such  broker-dealer(s)  did not  conduct  any  investigation  to verify the
information  set forth or  incorporated by reference in this Prospectus and (vi)
other facts material to the transaction.


                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Our Amended and Restated  Certificate of Incorporation limits the liability
of our directors to us or our  stockholders  to the fullest extent  permitted by
the Delaware General Corporation Law (the "DGCL").  Specifically,  our directors
will not be personally  liable for monetary  damages for breach of his fiduciary
duty as a  director  except  for  liability  (a) for any  breach  of his duty of
loyalty to us or our  stockholders,  (b) for acts or omissions not in good faith
or which involve  intentional  misconduct or a knowing violation of law, (c) for
unlawful  payment of dividends or unlawful  stock  repurchases or redemptions as
provided  in Section  174 of the DGCL or (d) for any  transaction  from which he
derived an improper  personal  benefit.  In addition,  our By-Laws require us to
indemnify  any  current or former  director  or officer  to the  fullest  extent
permitted  by the  DGCL.  We also  maintain  insurance  for the  benefit  of our
directors  and  officers  and the  directors  and  officers of our  subsidiaries
insuring such persons against certain civil liabilities,  including  liabilities
under the securities laws.


                                       10
<PAGE>


                       WHERE YOU CAN FIND MORE INFORMATION

     We have  filed a  Registration  Statement  on Form S-8  (the  "Registration
Statement") with the Securities and Exchange Commission (the "Commission") under
the Securities Act covering the securities (i) covered by this Prospectus,  (ii)
issuable upon the exercise of options and/or the lapse of transfer  restrictions
on restricted shares, in each case previously awarded under the Plans, and (iii)
issuable upon the exercise of options and/or the lapse of transfer  restrictions
on restricted  shares, in each case which may be subsequently  issued or awarded
under the Plans. This Prospectus omits certain information and exhibits included
in the Registration Statement, copies of which may be obtained upon payment of a
fee  prescribed  by the  Commission  or may be  examined  free of  charge at the
principal office of the Commission in Washington, D.C.

     We are subject to the informational requirements of the Securities Exchange
Act of 1934,  as amended (the  "Exchange  Act"),  and in  accordance  with those
requirements,  we file annual,  quarterly and special reports,  proxy statements
and  other  information  with  the  Securities  and  Exchange   Commission  (the
"Commission").  You may read and copy those reports and proxy statements and any
other information we file with the Commission at the public reference facilities
maintained by the Commission at Room 1024,  Judiciary  Plaza,  450 Fifth Street,
N.W.,  Washington,  D.C.  20549,  and at the Regional  Offices of the Commission
located at 7 World Trade Center,  New York, New York 10048 and Citicorp  Center,
500 West Madison  Street,  Suite 1400,  Chicago,  Illinois  60661.  You may also
obtain copies of that information from the Commission's Public Reference Section
at 450 Fifth Street, N.W.,  Washington,  D.C. 20549, at prescribed rates. Please
call the  Commission at  1-800-SEC-0330  for further  information  on the public
reference  rooms.  The  Commission  maintains a web site that contains  reports,
proxy and information  statements and other information  regarding  registrants,
including MIM Corporation,  that file electronically with it. You may access the
Commission's  web site at  "http://www.sec.gov".  Our Common Stock is listed for
trading on the Nasdaq Stock Market's National Market Tier. You may also read any
such reports,  proxy statements and other information filed or to be filed by us
at the offices of the National  Association of Securities Dealers,  Inc., Market
Listing Section, 1735 K Street, N.W., Washington, D.C. 20006.

                       DOCUMENTS INCORPORATED BY REFERENCE

     We incorporate by reference  into this  Prospectus the following  documents
which we previously filed with the Commission under the File Number 0-28740:

     (a)  Our Annual Report on Form 10-K for the fiscal year ended  December 31,
          1998;

     (b)  Our Quarterly  Report on Form 10-Q for the fiscal  quarter ended March
          31, 1999;

     (c)  The  description  of  the  Company's  Common  Stock  contained  in the
          Company's  Registration  Statement  on Form  8-A,  filed  pursuant  to
          Section  12(g) of the  Exchange  Act on July 30,  1996,  as amended by
          Post-Effective  Amendment No. 1 on Form 8-A/A filed on August 1, 1996,
          and declared  effective on August 14, 1996, as well as the description
          of  the  Company's  Series  A  Junior  Participating  Preferred  Stock
          Purchase Rights contained in the Company's  Registration  Statement on
          Form 8-A filed on  December  4, 1998,  as  amended  by  Post-Effective
          Amendment  No. 1 on Form 8-A/A filed on December 14, 1998,  as amended
          by Post-Effective Amendment No. 2 on Form 8-A/A filed on May 20, 1999.

     When we file documents in accordance  with Sections  13(a),  13(c),  14 and
15(d) of the  Exchange Act between the date of this  Prospectus  and the time we
file a post-effective amendment to the Registration Statement reporting that all
the  securities  which are the subject of the  Registration  Statement have been
sold or  deregistering  any securities which have not been sold, those documents
we file  will be  incorporated  into  this  Prospectus  and will be a part of it
beginning on the date those  documents are filed.  If any document which we file
changes  anything  said in this  Prospectus or in an earlier  document  which is
incorporated  into this Prospectus,  the later document will modify or supersede
what is said in this Prospectus or the earlier document.



                                       11
<PAGE>


     We will provide,  without charge,  at the written or oral request of anyone
to whom this  Prospectus is delivered,  copies of the documents  incorporated by
reference in this  Prospectus,  other than exhibits to those documents which are
not specifically incorporated by reference.  Requests should be directed to: MIM
Corporation, 100 Clearbrook Road, New York, New York 10523, Attention: Corporate
Secretary (Telephone: (914) 460-1638).

                                  LEGAL MATTERS

     Barry A. Posner, our General Counsel,  will pass upon certain legal matters
for us.

                                     EXPERTS

The financial statements incorported by reference in this registration statement
have been audited by Arthur Andersen LLP,  independent  public  accountants,  as
indicated  in  their  reports  with  respect  thereto,  and are  incoporated  by
reference  herein in  reliance  upon the  authority  of said firm as  experts in
giving said report.

                                   ----------


                                       12
<PAGE>



                                     ANNEX I


                            SELLING STOCKHOLDERS (1)

<TABLE>
<CAPTION>
                                                                                                       Shares Beneficially
                                                                  Shares           Shares           Owned After Offering: (2)
                                                              Beneficially        Offered          --------------------------
       Name            Relationships to the Company               Owned            Hereby          Number           Percentage
       ----            ----------------------------               -----            ------          ------           ----------
<S>                    <C>                                     <C>                <C>             <C>                  <C>
Louis A. Luzzi         Director                                   21,800           20,000             1,800              *
Louis DiFazio          Director                                   22,500           20,000             2,500              *
Michael Kooper         Director                                   20,000           20,000              -0-               0%
Richard A. Cirillo     Director                                   24,000           20,000              -0-               0%
Scott R. Yablon        Director                                1,222,000 (3)      220,000         1,200,000            6.3%
Barry A. Posner        Vice President, Secretary                 221,600 (4)      220,000             1,600              *
                         and General Counsel
Edward J. Sitar        Chief Financial Officer                   106,500 (5)      105,000             1,500              *
Recie Bomar            Vice President-Sales                       83,333 (6)       83,333              -0-               0%
Joseph DeMarte         Vice President-Sales & Marketing           54,000 (7)       54,000              -0-               0%
Russell J. Corvese     Vice President-Operations                  54,950 (8)       54,950              -0-               0%
Rita Marcoux           Director of Operations                     58,450 (9)       58,450              -0-               0%
Robert J. Bush         Assistant General Counsel                  23,000 (10)      23,000              -0-               0%
Kathie Garrity         Director of Finance                        23,500 (11)      23,500              -0-               0%
</TABLE>

----------
*    Less than one percent.

(1)  Assumes  that all options held by the listed  individuals  are fully vested
     and exercisable , although options typically vest over a three year period.
     Also assumes that all  restricted  shares are freely  transferable  without
     restriction,  although such restrictions do not lapse until specified dates
     in the  future.  Shares  deemed  beneficially  owned  by  virtue  of  these
     assumptions   are  treated  as  outstanding  for  purposes  of  determining
     beneficial ownership by such individual.

(2)  Assumes the sale of all securities  offered  hereby.  Based upon 18,771,689
     shares of Common Stock outstanding on May 10, 1999.

(3)  Includes  options to purchase  1,000,000 shares of Common Stock and 200,000
     shares of Common Stock subject to restrictions on transfer and encumbrance.

(4)  Includes options to purchase 200,000 shares of Common Stock,  20,000 shares
     of Common Stock subject to  restrictions  on transfer and  encumbrance  and
     1,600 shares of Common stock held jointly with his wife.

(5)  Includes options to purchase  100,000 shares of Common Stock,  5,000 shares
     of Common Stock  subject to  restriction  or transfer and  encumbrance  and
     1,500 shares of Common Stock held jointly with his wife.

(6)  Includes options to purchase 75,000 shares of Common Stock and 8,333 shares
     of Common Stock subject to restriction or transfer and encumbrance.

(7)  Includes options to purchase 50,000 shares of Common Stock and 4,000 shares
     of Common Stock subject to restriction or transfer and encumbrance.

(8)  Includes options to purchase 50,950 shares of Common Stock and 4,000 shares
     of Common Stock subject to restriction or transfer and encumbrance.

(9)  Includes options to purchase 54,450 shares of Common Stock and 4,000 shares
     of Common Stock subject to restriction or transfer and encumbrance.

(10) Includes options to purchase 20,000 shares of Common Stock and 3,000 shares
     of Common Stock subject to restriction or transfer and encumbrance.

(11) Includes options to purchase 20,500 shares of Common Stock and 3,000 shares
     of Common Stock subject to restriction or transfer and encumbrance.


                                       13
<PAGE>

PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     There are hereby  incorporated by reference in this Registration  Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission (the "Commission"):

          (a) The Company's Annual Report on Form 10-K for the fiscal year ended
     December  31,  1998,  filed  pursuant  to  Section  13(a)  or  15(d) of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act");

          (b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
     ended March 31, 1999; and

          (c) The  description  of the Company's  Common Stock  contained in the
     Company's  Registration  Statement on Form 8-A,  filed  pursuant to Section
     12(g) of the Exchange Act on July 30,  1996,  as amended by  Post-Effective
     Amendment  No. 1 on Form  8-A/A  filed on  August  1,  1996,  and  declared
     effective on August 14, 1996 as well as the  description  of the  Company's
     Series A Junior Participating  Preferred Stock Purchase Rights contained in
     the Company's Registration Statement on Form 8-A filed on December 4, 1998,
     as  amended  by  Post-Effective  Amendment  No.  1 on Form  8-A/A  filed on
     December 14, 1998,  as amended by  Post-Effective  Amendment  No. 2 on Form
     8-A/A filed on May 20, 1999.

     All reports and other documents  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act on or after the date of this
Registration  Statement  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  by
reference in this Registration  Statement and to be part hereof from the date of
filing of such reports or documents.  Statements  made herein as to the contents
of any contract,  agreement or other document are not necessarily complete. With
respect to each such  contract,  agreement or other document filed as an exhibit
to this  Registration  Statement,  reference  is made to the  exhibit for a more
complete  description of the matter  involved,  and each such statement shall be
deemed qualified in its entirety by such reference.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.



                                      II-1
<PAGE>


Item 6. Indemnification of Directors and Officers.

     The  Company's  Amended and  Restated  Certificate  of  Incorporation  (the
"Certificate of Incorporation")  limits the liability of the Company's directors
to the  Company or its  stockholders  to the  fullest  extent  permitted  by the
Delaware General Corporation Law (the "DGCL").  Specifically, no director of the
Company  will be  personally  liable for  monetary  damages for a breach of such
director's  fiduciary duty as a director of the Company except for liability (a)
for  any  breach  of the  director's  duty  of  loyalty  to the  Company  or its
stockholders,  (b) for acts or  omissions  not in good  faith  or which  involve
intentional  misconduct or a knowing  violation of law, (c) for unlawful payment
of dividends or unlawful stock repurchases or redemptions as provided in Section
174 of the DGCL or (d) for any transaction  from which such director  derived an
improper  personal  benefit.  In addition,  the  Company's  Amended and Restated
By-Laws (the  "By-Laws")  require the Company to indemnify any current or former
director or officer to the fullest  extent  permitted  by the DGCL.  The Company
also  maintains  insurance for the benefit of its directors and officers and the
directors and officers of its subsidiaries insuring such persons against certain
civil liabilities, including liabilities under the securities laws.

Item 7. Exemption from Registration Claimed.

     On March 1, 1999, pursuant to new employment agreements between the Company
and two  executive  officers  of the  Company,  the  Company  granted  these two
executive  officers  a total of  25,000  shares  of  Common  Stock,  subject  to
restrictions  on  transfer  and  encumbrance   through  December  2,  2006.  The
restricted   shares  will   automatically  be  forfeited  to  the  Company  upon
termination of either grantee's employment with the Company prior to December 2,
2006.  The  restrictions  to which the  restricted  shares are subject may lapse
prior to  December  2,  2006 in the  event  that the  Company  achieves  certain
specified  levels of earnings per share in fiscal 2001.  Each executive  officer
possesses  voting  rights  with  respect to the  restricted  shares,  but is not
entitled to receive dividend or other  distributions,  if any, paid with respect
to the restricted shares.

     The reoffer prospectus  constituting a part of this Registration  Statement
covers the reoffer and/or resale of these 25,000 restricted  shares. The Company
issued  these  25,000  restricted  shares  without  registration  under  the Act
pursuant to the exemption from registration provided by Section 4(2) of the Act.

Item 8. Exhibits.

     Exhibit
     Number
     ------

       4.1    Amended and Restated  Certificate of  Incorporation of the Company
              (incorporated  by  reference  to  Exhibit  3.1  of  the  Company's
              Registration Statement on Form S-1 (No. 333-05327 )).



                                      II-2
<PAGE>


       4.2    Amended  and  Restated  By-Laws of the  Company  (incorporated  by
              reference to Exhibit  3(ii) of the Company's  Quarterly  Report on
              Form 10-Q for the fiscal quarter ended March 31, 1998).

       4.3    The Company's 1996 Stock  Incentive  Plan, as amended and restated
              effective  as of December 1, 1998  (incorporated  by  reference to
              Exhibit 10.33 to the Company's  Annual Report on Form 10-K for the
              fiscal year ended December 31, 1998).

       4.4    The Company's 1996 Non-Employee Directors Stock Incentive Plan, as
              amended and restated  effective as of March 1, 1999  (incorporated
              by reference to Exhibit 10.60 to the Company's Quarterly Report on
              Form 10-Q for the fiscal quarter ended March 31, 1999).

       4.5    Specimen Common Stock  Certificate  (incorporated  by reference to
              Exhibit 4.1 to the  Company's  Registration  Statement on Form S-4
              (No. 333-60647),  as amended, which became effective on August 21,
              1998).

       4.6    Amended and Restated Rights  Agreement,  dated as of May 20, 1999,
              between the Company and American  Stock Transfer and Trust Company
              (including  the  form  of  Rights  Certificate)  (incorporated  by
              reference to Exhibit 4.1 of the Company's Post-Effective Amendment
              No. 2 to Registration Statement on Form 8-A/A dated May 21, 1999).

       4.7    Certificate  of  Designations  of  Series A  Junior  Participating
              Preferred Stock  (incorporated  by reference to Exhibit 4.2 of the
              Company's Current Report on Form 8-K dated December 14, 1998).

       4.8*   Form of Incentive Stock Option Agreement

       4.9*   Form of Non-Qualified Stock Option Agreement

       4.10*  Form of Performance Share Agreement

       5.1*   Opinion of Barry A. Posner, Esq.

       23.1*  Consent of Arthur Andersen LLP.

       23.2   Consent  of  Barry A.  Posner,  Esq.  (contained  in  Exhibit  5.1
              hereto).

----------
*Filed herewith.



                                      II-3
<PAGE>


Item 9. Undertakings.

     A.   The undersigned registrant hereby undertakes:

          (1) (i) To file,  during any period in which offers or sales are being
     made, a post-effective  amendment to this registration statement to include
     any prospectus  required by Section  10(a)(3) of the Securities Act of 1933
     (the "Securities Act");

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  registration  statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration  statement.  The  foregoing  notwithstanding,  any increase or
     decrease  in volume of  securities  offered (if the total  dollar  value of
     securities  offered  would not exceed  that which was  registered)  and any
     deviation from the low or high and of the estimated  maximum offering range
     may be  reflected  in the form of  prospectus  filed  with  the  Commission
     pursuant  to Rule  424(b) if, in the  aggregate,  the changes in volume and
     price  represent no more than a 20 percent change in the maximum  aggregate
     offering price set forth in the "Calculation of Registration  Fee" table in
     the effective registration statement; and

          (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, 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.

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

     B. The  undersigned  registrant  hereby  undertakes  that,  for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement 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.

     C. Insofar as indemnification  for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant  pursuant to the DGCL, the Certificate of Incorporation,  the By-Laws
or otherwise, the registrant has been advised that in the



                                      II-4
<PAGE>


opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against  public  policy as expressed in the  Securities  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  of whether  such  indemnification  by it is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.



                                      II-5
<PAGE>



                                   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 on Form S-8 to be signed on its behalf by the  undersigned,  thereunto
duly authorized, in the Village of Elmsford, State of New York, on this 27th day
of May, 1999.

                                         MIM Corporation



                                         By:  /s/ Barry A. Posner
                                              ----------------------------------
                                              Barry A. Posner
                                              Vice President and General Counsel



                                      II-6
<PAGE>



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

<TABLE>
<CAPTION>
        Signature                                            Capacity(ies)                                    Date
        ---------                                            -------------                                    ----
<S>                                                <C>                                                      <C>
/s/ Richard H. Friedman                            Principal Executive Officer/Director                     May 26, 1999
------------------------------------
Richard H. Friedman

/s/ Scott R. Yablon                                Director                                                 May 26, 1999
------------------------------------
Scott R. Yablon

/s/ Edward J. Sitar                                Principal Financial and Accounting                       May 26, 1999
------------------------------------               Officer
Edward J. Sitar

/s/ Louis DiFazio                                  Director                                                 May 26, 1999
------------------------------------
Louis DiFazio, Ph.D.

/s/ Richard A. Cirillo                             Director                                                 May 26, 1999
------------------------------------
Richard A. Cirillo

/s/ Louis A. Luzzi                                 Director                                                 May 26, 1999
------------------------------------
Louis A. Luzzi, Ph.D.

/s/ Michael Kooper                                 Director                                                 May 26, 1999
------------------------------------
 Michael Kooper
</TABLE>


                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 76984}]
{"company-data": {"conformed-name": "MIM CORP", "cik": "0001014739", "assigned-sic": "8090", "irs-number": "050489664", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79395", "film-number": "99635743"}, "business-address": {"street1": "100 CLEARBROOK RD", "city": "ELMSFORD", "state": "NY", "zip": "10523", "phone": "9147353555"}, "mail-address": {"street1": "25 NORTH ROAD", "city": "PEACE DALE", "state": "RI", "zip": "02883"}}
Registration No. 333-______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                 MIM Corporation
             (Exact name of registrant as specified in its charter)

          Delaware                                               05-0489664
(State or other jurisdiction                                  (I.R.S. Employer
      of incorporation)                                      Identification No.)

                  100 Clearbrook Road, Elmsford, New York 10523
               (Address of Principal Executive Offices) (Zip Code)

                 AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN
      AMENDED AND RESTATED 1996 NON-EMPLOYEE DIRECTORS STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

               Barry A. Posner, Vice President and General Counsel
         MIM Corporation, 100 Clearbrook Road, Elmsford, New York 10523
                                 (914) 460-1600
 (Name, address and telephone number, including area code, of agent for service)

      Approximate date of commencement of the proposed sale to the public:
      From time to time after the Registration Statement becomes effective.
====================================================================================================================================
                                                   CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                Proposed Maximum        Proposed Maximum           Amount of
       Title of Securities                  Amount                  Offering               Aggregate              Registration
         to be Registered              to be Registered         Price Per Share          Offering Price               Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock,
  $0.0001 par value............        2,675,000 shares             $2.52(1)              $2,584,134(1)              $783(1)
------------------------------------------------------------------------------------------------------------------------------------
(1)  Estimated  in  accordance  with Rule 457(h) and Rule 457(c)  solely for the
     purpose  of  calculating  the  registration  fee based on the  registration
     hereunder of an additional  1,025,450  shares of Common Stock under the two
     separate  Plans at the  average  of the high and low  sales  prices  of the
     Common Stock reported on the Nasdaq National Market Tier on May 20, 1999, a
     date within 5 business days of the filing of this  Registration  Statement.
     Pursuant  to  Instruction  E of  Form  S-8,  the  Company  has  not  paid a
     registration  fee with  respect  to an  aggregate  of  3,496,053  (of which
     1,649,550  remained  subject to grant or exercise under the Plans as of May
     17, 1999) shares of Common  Stock for which the Company  previously  paid a
     registration  fee  under a  Registration  Statement  on Form S-8  filed and
     effective on August 20, 1997 assigned a Registration No. of 333-33905.  See
     "Explanatory  Note." Pursuant to Rule 416(b),  this Registration  Statement
     shall also be deemed to  register  an  indeterminate  amount of  additional
     shares  of Common  Stock as may be  issued  under the Plans in the event of
     certain events specified in the Plans.
EXPLANATORY NOTE

     MIM Corporation,  a Delaware  corporation (the "Company"),  adopted the MIM
Corporation  1996  Stock  Incentive  Plan  (the  "Employee  Plan")  and  the MIM
Corporation  1996  Non-Employee  Directors  Stock Incentive Plan (the "Directors
Plan")  (collectively,  the  "Plans") in May 1996.  The shares of common  stock,
$0.0001 par value per share, of the Company (the "Common  Stock"),  reserved for
issuance  upon the  exercise  of  options  awarded  pursuant  to the Plans  were
registered under the Securities Act of 1933, as amended (the "Act"), pursuant to
a Registration Statement on Form S-8 (Reg. No. 333-33905) filed and effective on
August 20, 1997 (the "Initial Registration Statement").

     In addition,  the Initial Registration Statement and the reoffer prospectus
included  therein were intended to register for reoffer  and/or resale shares of
Common Stock that would be acquired in the future under the Plans by persons who
may be  considered  affiliates  of the Company as defined  under Rule 405 of the
Act.

     Effective  December 1, 1998, the Company  amended and restated the Employee
Plan (as so amended and restated,  the "Amended and Restated  Employee Plan") in
order to add restricted  stock as securities  subject to grant by the Company to
employees under the Amended and Restated  Employee Plan, to make available under
the Amended and Restated  Employee Plan an additional  825,450  shares of Common
Stock  and to  make  certain  other  technical  changes  to the  Employee  Plan.
Effective March 1, 1999, the Company amended and restated the Directors Plan (as
so amended and  restated,  the "Amended and  Restated  Directors  Plan") to make
available  under the Amended and Restated  Directors Plan an additional  200,000
shares of Common Stock. The addition of shares of Common Stock under each of the
Plans is subject to stockholder approval at the Company's 1999 Annual Meeting of
Stockholders.

     This Registration Statement on Form S-8 (this "Registration  Statement") is
intended to register the following securities for issuance by the Company:

          1.  1,263,059  shares and 100,000  shares of Common  Stock that may be
     issued by the Company  pursuant  to the  exercise  of  outstanding  options
     previously  awarded  under  the  Employee  Plan  and  the  Directors  Plan,
     respectively; and

          2.  1,086,941  (of which 286,491  remained  subject to grant under the
     Employee Plan prior to its amendment  and  restatement)  shares and 200,000
     shares of Common  Stock,  respectively,  that may be issued by the  Company
     pursuant  to (a) the  exercise  of options  and/or the grant of  restricted
     shares,  in each case, that may be awarded by the Company under the Amended
     and  Restated  Employee  Plan and (b) the  exercise of options  that may be
     awarded by the Company under the Amended and Restated Directors Plan.

                                      -2-
In  accordance  with  Instruction  C.1(a)  of Form S-8,  this  Registration
Statement and the reoffer prospectus  included herein also registers for reoffer
and/or  resale  shares of Common  Stock that may be acquired in the future under
the Plans through  exercise of options  and/or  grants of  restricted  shares by
persons who may be  considered  affiliates  of the Company as defined under Rule
405 of the Act. In addition,  in accordance with General  Instruction  C.1(b) to
Form S-8, this Registration Statement and the reoffer prospectus included herein
registers for reoffer  and/or resale  25,000  restricted  shares of Common Stock
issued under the Amended and Restated Employee Plan to two executive officers of
the Company prior to the date of this Registration Statement. See Item 7.

     The  materials  constituting  the  reoffer  prospectus  have been  prepared
pursuant to Part I of Form S-3, in accordance with General Instruction C to Form
S-8.

     From the date  hereof,  all  securities  previously  registered  under  the
Initial  Registration  Statement shall be deemed  deregistered under the Initial
Registration Statement and instead registered under this Registration Statement,
including the reoffer  prospectus  included herein. The registration fee paid by
the Company in  connection  with the  Initial  Registration  Statement  has been
carried forward and applied against the registration fee otherwise payable under
this Registration Statement.  See "Calculation of Registration Fee" on the cover
page of this Registration Statement.

                                      -3-
REOFFER PROSPECTUS

                             Up To 2,675,000 Shares

                                 MIM CORPORATION

                                  Common Stock

     This Prospectus  relates to the up to 2,675,000  shares of our Common Stock
which the people identified under "Selling Stockholders" may offer and sell from
time to time in one or more  types of  transactions  (which  may  include  block
transactions)  on The Nasdaq Stock  Market's  National  Market  Tier,  where our
Common  Stock is listed for trading  under the symbol  "MIMS," in other  markets
where our Common Stock is traded,  in  negotiated  transactions,  through put or
call options transactions, through short sales transactions, or in a combination
of such  methods of sale.  They will sell the Common  Stock at prices  which are
current when the sales take place or at other prices to which the parties agree.
The  Selling  Stockholders  may or may not use  brokers  and  dealers  in  these
transactions. The respective Selling Stockholders will pay any brokerage fees or
commissions relating to sales by them. See "Method of Sale."

     We may issue these shares of Common Stock to the Selling  Stockholders upon
the exercise by the Selling  Stockholders of options we have previously  awarded
to them or which we may award to them in the future. In addition, we have issued
and may issue in the  future to the  Selling  Stockholders  shares of our Common
Stock  which are  subject to  restrictions  on transfer  and  encumbrance  for a
specified  period of time.  We have  awarded  and may award  these  options  and
restricted  shares to the Selling  Stockholders  under our Amended and  Restated
1996  Stock  Incentive  Plan and our  Amended  and  Restated  1996  Non-Employee
Directors Stock Incentive Plan.

     We will not  receive  any of the  proceeds  from any  sales by the  Selling
Stockholders.  We will pay all of the expenses  associated with the registration
of the Common Stock and this Prospectus.

     On May 26, 1999, the last reported sale price of the Common Stock on Nasdaq
was $2.75 per share.

     See "Risk Factors"  beginning on page 3 of this Prospectus for a discussion
of certain risks and other factors that you should  consider  before  purchasing
our Common Stock.

                                   ----------

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved  of these  securities,  and they have not
determined if this Prospectus is truthful and complete.  Any  representation  to
the contrary is a criminal offense.

                                   ----------

                  The date of this Prospectus is May 27, 1999.
We have  not  authorized  anyone  to give  any  information  or to make any
representation  which  is not  contained  in this  Prospectus  or in a  document
incorporated by reference into this Prospectus.  If anyone gives any information
or makes any representation which is not contained in, or incorporated into this
Prospectus,  you must not rely upon it as  having  been  authorized  by us or by
anyone  acting on our  behalf.  This  Prospectus  is not an offer to sell,  or a
solicitation  of  an  offer  to  buy,  our  securities  by  any  person  in  any
jurisdiction  in which it is  unlawful  for that person to make such an offer or
solicitation.  No matter when you receive this Prospectus or purchase securities
to which it  relates,  you must not  assume it is  correct at any time after its
date.

                                TABLE OF CONTENTS

Heading:                                                             Page Number
--------                                                             -----------

The Company ..........................................................    3

Risk Factors .........................................................    3

Selling Stockholders .................................................    9

Use of Proceeds ......................................................    9

Method of Sale .......................................................    9

Indemnification of Directors and Officers ............................   10

Where You Can Find More Information ..................................   11

Documents Incorporated By Reference ..................................   11

Legal Matters ........................................................   12

Experts ..............................................................   12

Annex I - Selling Stockholders .......................................   13

                                       2
THE COMPANY

     We are an independent  pharmacy benefit management ("PBM") and prescription
mail order organization that offers a broad range of pharmaceutical  services to
the health care  industry.  We promote the cost  effective  delivery of pharmacy
benefits to both public and private  health plan  members as well as the general
public. We target two types of plan sponsors:

     o    sponsors of public and private health plans, such as:

          o    health maintenance organizations ("HMO's")

          o    other managed care organizations ("MCO's") and

          o    long-term  care  facilities,  such as nursing  homes and assisted
               living facilities and

     o    self-funded plans sponsored by employers.

     We  provide  flexible  program  designs,  pricing  arrangements,  formulary
management,  clinical  expertise,  innovative  technology  and quality  services
designed  to contain  pharmacy  costs.  We promote  the  clinically  appropriate
substitution  of generic drugs from  equivalent  but more  expensive  brand name
drugs that are often prescribed.

     We were  incorporated  in Delaware in March 1996 and  completed our initial
public  offering  in  August  1996.  Prior  to our  offering,  we  combined  the
businesses  and  operations  of  Pro-Mark  Holdings,   Inc.  and  MIM  Strategic
Marketing, LLC, which became 100% and 90% owned subsidiaries,  respectively,  of
ours in May 1996. On August 24, 1998, we acquired all of the outstanding capital
stock of Continental Managed Pharmacy Services, Inc., complementing our core PBM
business with mail order pharmacy services.

     Our  principal  executive  offices  are  located  at 100  Clearbrook  Road,
Elmsford,  New York 10523,  telephone number (914) 460-1600.  Unless the context
otherwise requires,  all references to "we", "us", "our" or "the Company" refers
to MIM Corporation and its predecessors and subsidiaries.

                                  RISK FACTORS

     Before you  purchase any Common  Stock,  you should be aware that there are
various risks associated with an investment in the Common Stock, including those
described below. You should consider  carefully these risk factors together with
the other  information  included in this  Prospectus  in  evaluating  whether to
purchase any Common Stock

Actual Results May Vary Materially From Results Associated With  Forward-Looking
Statements

     Some of the  information  contained in, or  incorporated  by reference into
this Prospectus includes certain  forward-looking  statements within the meaning
of  the  Private  Securities  Litigation  Reform  Act of  1995.  Forward-looking
statements  include the  information  concerning  our possible or assumed future
results of  operations as well as  statements  preceded by,  followed by or that
include  the  words  "may,"  "will,"  "could,"  would,"   "believe,"   "expect,"
"anticipate,"  "estimate,"  "intend," "project" or the negative thereof or other
similar expressions.  You are cautioned that any forward-looking  statements are
not guarantees of future performance and involve risks and  uncertainties.  When
considering such  forward-looking  statements,  you should keep in mind the risk
factors  listed  below  and  other  cautionary   statements   contained  in,  or
incorporated by reference into this  Prospectus.  The risk factors noted in this
section and other factors noted  throughout the  Prospectus,  including  certain
risks and  uncertainties,  could cause our actual  results to differ  materially
from those results  associated  with any  forward-looking  statement.  We do not
undertake  any  obligation  to publicly  release the results of any revisions to
these  forward-looking  statements that may be made to reflect any future events
and circumstances.

                                       3
Adverse  Events  With  Respect  To  TennCare  Program or Our  Relationship  With
TennCare Plan Sponsors Could Adversely Affect Us

     In  January  1994,   the  State  of  Tennessee   instituted   its  Medicaid
demonstration  waiver program  referred to as "TennCare." The State of Tennessee
contracted  with certain MCO's to provide  mandated  health services to TennCare
beneficiaries on a capitated  basis. In turn,  certain of these MCO's contracted
with  RxCare  of  Tennessee,   Inc.  ("RxCare")  to  provide  TennCare  mandated
pharmaceutical benefits to their TennCare beneficiaries through RxCare's network
of retail pharmacies, in most cases on a corresponding capitated basis.

     From January 1994 through  December 31, 1998,  we provided a broad range of
PBM services to these TennCare beneficiaries under an agreement with RxCare (the
"RxCare Contract").  Under the RxCare Contract, we also provided PBM services to
commercial plan sponsors and their  enrollees.  We performed  essentially all of
RxCare's  obligations  under its PBM  contracts  with plan  sponsors,  including
designing and marketing PBM programs and services. Under the RxCare Contract, we
paid  certain  amounts to RxCare  and shared  with  RxCare the  profit,  if any,
derived from services performed under RxCare's contracts with the plan sponsors.

     As of December  31,  1998,  we serviced six  TennCare  plan  sponsors  with
approximately 1.2 million members under the RxCare Contract. The RxCare Contract
accounted  for 72.2% of our  revenues  for the year ended  December 31, 1998 and
approximately  83.6% of our  revenues  for the year  ended  December  31,  1997.
RxCare's  contracts  with  Tennessee  Managed  Care  Network,   Inc.,  Tennessee
Behavioral  Health,  Inc.,  Premier  Behavioral Systems of Tennessee and Phoenix
Healthcare  of Tennessee  accounted  for  approximately  16%,  11%, 16% and 12%,
respectively, of our revenues in 1998.

     The Company and RxCare did not renew the RxCare  Contract  which expired on
December 31, 1998. The negotiated  termination of our relationship  with RxCare,
among other  things,  allowed us to directly  market its  services to  Tennessee
customers  (including  those  then  under  contract  with  RxCare)  prior to the
expiration of the RxCare Contract. The RxCare Contract had previously prohibited
us from soliciting  and/or marketing our PBM services in Tennessee other than on
behalf  of,  and for the  benefit of RxCare.  Our  marketing  efforts  after the
negotiated  termination  resulted in us  executing  agreements  effective  as of
January 1, 1999 to provide PBM  services  directly  to five of the six  TennCare
MCO's  representing  approximately  900,000 of the 1.2  million  TennCare  lives
previously  managed  under the RxCare  Contract.  In addition,  effective May 1,
1999,  we entered into a contract to provide PBM services to the sixth  TennCare
MCO  we  managed  under  the  RxCare  Contract  and  its  approximately  300,000
enrollees,  thereby  contracting  with all of the  TennCare  MCO's  we  formerly
managed through the RxCare Contract until December 31, 1998.  Effective  January
1, 1999, we also  contracted  directly to provide PBM services to  substantially
all third party  administrators and employer groups previously managed under the
RxCare Contract. We anticipate that approximately 45% of our revenues for fiscal
1999 will be derived from providing PBM services to these six TennCare MCO's. To
date, we have been unable to secure a contract with the two TennCare  behavioral
health  organizations  ("BHO's")  to which we  previously  provided PBM services
under the RxCare Contract. For the year ended December 31, 1998, amounts paid by
these BHO's  represented  approximately  27% of our revenues.  Accordingly,  our
failure to eventually  obtain contracts with the two BHO's or the loss of any of
the other  TennCare  contracts  we  presently  have,  if not  replaced  by other
business,  could materially adversely affect our financial condition and results
of operations.

     As part of our normal review process,  in April 1999 we determined that two
of  our  capitated   TennCare   contracts   were  not  achieving   profitability
projections.  Accordingly,  in accordance with the terms of these contracts,  we
exercised  our right to terminate  these  contracts  effective on September  28,
1999.  Representatives  of the Company and these  TennCare  MCO's are  presently
renegotiating  these  contracts.  While we believe that it is reasonably  likely
that the terms of these  contracts  will be  renegotiated,  no assurance  can be
given that we will successfully renegotiate the contracts with either or both of
these customers.  In addition,  no assurance can be given that we will not incur
losses under either or both of these  contracts  during the interim period until
termination becomes effective.

                                       4
Certain Legal Proceedings Could Adversely Affect Our Liquidity

     In February  1999,  we reached an agreement in principle  with respect to a
civil  settlement  of a Federal and State of  Tennessee  investigation  focusing
mainly on the  conduct  of two  former  officers  (one of which is also a former
director  and  still  a  principal  stockholder)  prior  to our  initial  public
offering.  Based upon the  agreement  in  principle,  the  investigation,  as it
relates to us,  would be fully  resolved  through the payment of a $2.2  million
civil settlement and an agreement to implement a corporate  integrity program in
conjunction with the Office of the Inspector  General of the U.S.  Department of
Health and Human  Services.  This  settlement is subject to several  conditions,
including the execution of a definitive  agreement.  We anticipate  that we will
have no continued involvement in the governments' joint investigation other than
continuing to cooperate with the governments in their efforts.

     On March 31, 1999, Xantus Healthplan of Tennessee, Inc. ("Xantus"),  one of
the TennCare MCO's to which we provide PBM services,  and the State of Tennessee
entered into a consent decree whereby,  among other things,  the Commissioner of
Commerce and  Insurance  for the State of Tennessee  was  appointed  receiver of
Xantus for purposes of rehabilitation. The receiver has begun to pay in a timely
manner all  amounts  due to us under our  agreement  with  Xantus  for  services
rendered  by the Company  from and after  April 1, 1999.  As of the date of this
Prospectus,  we continue to provide PBM services to Xantus and its members under
our agreement with them. At this time, we are unable to predict the consequences
of this  action on our  ability to collect  monies  owed to us by Xantus.  As of
April 1, 1999, Xantus owed us $10.7 million relating to PBM services rendered by
us from January 1, 1999 through April 1, 1999.To date, we have withheld from our
pharmacy providers approximately $4.0 million (out of approximately $10 million)
of claims  submitted  by them on behalf of Xantus  members as  permitted  by our
agreements with these pharmacy providers. If and when we are paid by Xantus with
respect to these claims,  we will pay our network  pharmacies  for these claims.
State of Tennessee  officials have publicly indicated that the State will ensure
that all  TennCare  providers  negatively  impacted  by the  appointment  of the
receiver  for Xantus will  eventually  receive from Xantus or the State at least
50% of all  outstanding  amounts owed by Xantus to such providers as of April 1,
1999. We can give no assurance that Xantus or the State will  eventually pay any
or all of these amounts.  Our failure to collect from Xantus or the State all or
a  substantial  portion of the monies owed to us by Xantus would have a material
adverse effect on our financial condition and results of operations.

     Under Section 145 of the Delaware  General  Corporation Law ("Section 145")
and the Company's Amended and Restated By-Laws ("By-Laws"),  we are obligated to
indemnify two former  officers (one of which is also a former director and still
a principal  stockholder) who are the subject of the indictments  brought in the
United  States  District  Court for the Western  District of Tennessee  (as more
fully  described  in our Annual  Report on From 10-K for the  fiscal  year ended
December 31, 1998). Our obligation to provide indemnification would not apply if
it is ultimately determined by our Board of Directors that these former officers
failed to act in good faith and in a manner  they  reasonably  believed to be in
our best  interests,  that they had reason to believe  that  their  conduct  was
unlawful  or for any  other  reason  under  which  indemnification  would not be
required  under Section 145 or the By-Laws.  In addition,  until the Board makes
such a determination, we are also obligated under Section 145 and the By-Laws to
advance  the costs of defense to them.  However,  if the Board  determines  that
either  or both of them  are not  entitled  to  indemnification,  they  would be
obligated to reimburse us for all amounts advanced to them. We are not presently
in a  position  to assess the  likelihood  that  either or both of these  former
officers  will be entitled  to  indemnification  and  continued  advancement  of
defense  costs  or to  estimate  the  total  amount  that we may  have to pay in
connection  with our  obligations or the time period over which any amounts will
have to be advanced. We cannot assure you that our obligations to either or both
of these former officers would not have a material adverse effect on our results
of operations or financial condition.

Limited Term of Material Agreements Could Adversely Affect Us

     Our contracts with plan sponsors typically have terms of one to three years
and are subject to earlier  termination  upon the occurrence of certain  events,
including a breach of an agreement  which is not cured within a reasonable  time
after notice, insolvency, bankruptcy or receivership of the plan and termination
of the  underlying  health care program (for  example,  TennCare) or of the plan
sponsor's contract with the ultimate payor. In certain

                                       5
cases,  both us and the plan sponsor may also  terminate the  agreement  without
cause, typically upon prior written notice, generally 30 to 90 days, but in some
cases as long as 150 days.  We cannot  guarantee  that any  contracts  with plan
sponsors will be continued or renewed in accordance  with their terms.  The loss
of any  particular  plan sponsor  contract,  especially  those with the TennCare
MCO's,  or the loss of a  significant  number  of them,  could  have a  material
adverse  effect  on our  financial  condition  and  results  of  operations.  As
discussed  above,  we are presently in the process of attempting to  renegotiate
capitated contracts with two TennCare MCO's following our delivery of notices of
termination of these two contracts  that will become  effective on September 28,
1999, unless we successfully renegotiate these contracts.

Risk-Based Arrangements Could Adversely Affect Us

     For the year ended  December  31, 1998,  approximately  32% of our revenues
were generated from capitated or other risk-based arrangements,  compared to 53%
for the year ended  December  31,  1997.  Effective  January  1, 1999,  we began
providing  PBM services  directly to five of the six TennCare  MCO's  previously
managed under the RxCare Contract. Effective May 1, 1999, we began providing PBM
services  to the  sixth  TennCare  MCO  previously  managed  under  the Rx  Care
Contract.  We will be  compensated  on a  capitated  basis under four of the six
TennCare contracts, thereby increasing our financial risk in 1999 as compared to
1998.  Based  upon our  present  contracted  arrangements,  we  anticipate  that
approximately  36% of our  revenues in 1999 will be derived  from  capitated  or
other risk-based arrangements.

     Under "capitated" arrangements,  we receive a pre-determined fee each month
for each member  enrolled in a  particular  health plan in return for  providing
certain  covered  pharmacy  benefits and services to plan members.  From time to
time, we may also enter into cost sharing  arrangements (i.e., sharing with plan
sponsors the financial  benefits  resulting from not exceeding  established  per
capita  amounts),  profit sharing  arrangements  (i.e.,  incentivizing  the plan
sponsors to support fully our cost control efforts as well as other arrangements
under  which we may  share  all or a  portion  of the  risk of the drug  benefit
program with the plan sponsor. We generally negotiate  capitation fees and other
risk-based arrangements for a particular plan (or subset of individuals within a
plan) based upon a number of factors,  including competitive conditions within a
particular  market,  the  expected  costs  of  providing  the  covered  pharmacy
services,   anticipated   price  increases  for   pharmaceutical   products  and
anticipated  increases in the utilization of those products by plan members. The
cost of providing  pharmacy  services varies among plan  participants and groups
and is affected by many factors largely beyond our control, including compliance
by  physicians   and  patients  with  the  drug  formulary  and  benefit  design
parameters,  the  acceptance  rate of  substitution  of generic drugs for higher
priced brand name drugs,  especially in light of the dramatic increase in direct
consumer  marketing of brand name drugs,  the effect of inflation on drug costs,
higher than expected utilization rates and the co-payment structure of the plan.
We generally base our expected costs on prior experience with similar groups and
demographic  data based on the  population at large.  Data with respect to prior
experience  may not be  available  and,  if  available,  may  not be a  reliable
indicator of the actual results for a particular plan. In addition,  under these
risk-based  arrangements,  we may be  required  to bear all or a portion  of the
costs of certain  newly-developed  drugs the  existence or cost of which may not
have been known at the time the capitation fee or other  risk-based  arrangement
for a particular  plan was  established.  We cannot  guarantee  that the cost of
providing  pharmacy  services under capitated or other  risk-based  arrangements
will not exceed the revenues received by us with respect to those  arrangements.
Any shortfall between revenues received and costs incurred under these capitated
and other  risk-based  arrangements  could have a material adverse effect on the
Company's financial  condition and results of operations.  For example, on April
30, 1999, we gave notice of termination to two of the TennCare MCO's to which we
began  providing  services  on a  capitated  basis as of  January 1, 1999 due to
forecasted  losses under those  contracts.  See "Adverse  Events With Respect to
TennCare Program or our Relationship With TennCare Plan Sponsors Could Adversely
Affect Us."

We Have Had Historical Accounting Losses And May Experience Future Losses

     We experienced losses of approximately $13.5 million,  $31.8 million,  $6.8
million and $2.5 million in the years ended  December 31, 1997,  1996,  1995 and
1994, respectively. For the year ended December 31, 1998, we

                                       6
reported net income of $4.3 million,  after recording  non-recurring  charges of
$3.7 million. These historical results are not indicative of future results, but
we cannot assure you that we will not incur net losses in the future.

Rapid Growth and  Integration of Acquired  Businesses May Be Difficult to Manage
Efficiently

     Since we went public in August 1996,  we have been  attempting to grow at a
rapid pace. Rapid growth may strain our financial and management resources.  Our
ability to manage growth  effectively will require that we continue to identify,
hire, train and effectively  manage additional  qualified  employees.  We cannot
assure  you  that we will be able to  expand  our  market  presence  in  current
locations or  successfully  enter other markets.  If we are unable to manage our
growth  effectively  and  efficiently,  our  financial  condition and results of
operations could be adversely affected.

     Our  current  strategy  contemplates  the  continued  growth of our company
through mergers and acquisitions of other companies and business  entities which
engage  in  PBM  and  other  related   services  as  well  as  other   strategic
arrangements.  However, any business acquisition or other strategic  arrangement
involves inherent uncertainties,  such as the effect on the acquired business of
integration  into a  larger  organization  and the  availability  of  management
resources to oversee the  integration  and  operation of the acquired  business.
Potential  obstacles to the  successful  integration  of the  acquired  business
include,  among  others,  consolidating  financial,  accounting  and  managerial
functions and  eliminating  operational  overlaps  between our  businesses,  and
adding and  integrating key personnel.  Even though the acquired  businesses may
have been successful as independent  companies prior to the merger,  acquisition
or strategic arrangement,  we cannot assure you that their success will continue
afterwards.

Larger Competitors May Adversely Affect Our Ability to Compete Effectively

     The  PBM  industry  is  highly  competitive  and has  recently  experienced
significant  consolidation.  Many of our current and potential  competitors have
considerably greater financial,  technical,  marketing and other resources.  The
PBM  business  includes  a number  of large,  well  capitalized  companies  with
nationwide  operations and many smaller  organizations  typically operating on a
local or regional basis.  Among larger companies offering PBM services are Medco
Containment  Services,  Inc. (a subsidiary  of Merck & Co.,  Inc.),  PCS,  Inc.,
Express Scripts,  Inc.,  Advance ParadigM,  Inc. and Diversified  Pharmaceutical
Services,  Inc. Numerous insurance and Blue Cross and Blue Shield plans, managed
care organizations and retail drug chains also have their own PBM capabilities.

We May Not Be Able to Retain Key Management

     Our success is largely  dependent on the  services of Richard H.  Friedman,
our Chief  Executive  Officer,  and, to a lesser  extent,  other key  management
personnel.  We have an employment agreement with Mr. Friedman which provides for
his continued  employment through December 2003, subject to earlier  termination
under certain circumstances.  We cannot guarantee that we will be able to retain
his services or the services of any other key management personnel.  The loss of
the  services  of one or more of our  senior  management  could  have a material
adverse effect upon our financial condition and results of operations.

Our Failure to Comply With Laws and Regulations Could Adversely Affect Us

     Our present and planned  businesses  are subject to  extensive  federal and
state laws and  regulations.  Subject to certain  exceptions,  federal  law (the
"Federal  Anti-Kickback  Statute")  prohibits  the  payment  or  receipt  of any
remuneration,  directly or indirectly,  to induce,  arrange for or recommend the
purchase  of  health  care  items  or  services  paid for in whole or in part by
Medicare or state health care programs  (including  Medicaid and  TennCare).  In
addition,  certain state laws (including professional licensing laws prohibiting
fee-splitting)  contain  similar  provisions  that may extend the prohibition to
cover  items or services  that are paid for by private  insurance  and  self-pay
patients.  We can  make no  assurance  that  our  practices  will be found to be
protected  by  certain  so-called  "safe  harbor"  regulations,   which  provide
insulation from prosecution under the Federal Anti-Kickback Statute, and in some
instances  it is clear that they are not so  protected.  We are also  subject to
various false claim, drug distribution,  antitrust and consumer  protection laws
and may be subject to certain  other laws,  including

                                       7
various state insurance laws.

     While  management  believes that we are in substantial  compliance with all
existing laws and  regulations  material to the operation of its business,  such
laws and  regulations  are subject to rapid  change and often are  uncertain  in
their  application.  As  controversies  continue  to  arise in the  health  care
industry  (for  example,  regarding  the efforts of plan  sponsors  and pharmacy
benefit managers to limit  formularies,  alter drug choice and establish limited
networks  of  participating  pharmacies),   federal  and  state  regulation  and
enforcement  priorities in this area can be expected to increase,  the impact of
which we cannot  currently  predict.  It is possible  that we will be subject to
scrutiny or challenge under one or more of these laws or that any such challenge
might be successful. Any such challenge, whether or not successful, could have a
material  adverse effect upon our financial  position and results of operations.
Violation  of the Federal  Anti-Kickback  Statute,  for  example,  may result in
criminal  penalties,  as  well as  exclusion  from  the  Medicare  and  Medicaid
(including TennCare) programs.  Further, it is possible that we will not be able
to obtain or maintain any of the  regulatory  approvals  that may be required to
operate its  business,  and the  failure to do so could have a material  adverse
effect on our financial condition and results of operations.

The Services We Provide May Subject Us to Litigation and Liability

     We believe  that our  insurance  protection  is adequate to protect us from
litigation  and  liability  in  connection  with our  present  and  contemplated
business  operations.  However,  we  cannot  assure  you that we will be able to
obtain and  maintain  insurance  coverage  in the future or that such  insurance
coverage will be available on acceptable  terms or will be adequate to cover any
or all potential  professional  liability,  product liability or other claims. A
successful  claim in excess of our  insurance  coverage  could  have a  material
adverse effect on our financial condition and results of operations.

Our  Dependence on Information  Systems and the Year 2000 Issue Could  Adversely
Affect Us

     We believe our on-line claims processing (or  adjudication)  systems are an
integral part of our business. We own our claims processing software and have an
agreement  to acquire all software  upgrades to such  software to ensure that we
maintain  a   state-of-the-art   claims  processing   system.   Any  significant
interruption  in service of our computer or telephone  systems  could  adversely
affect  our  ability  to  operate  our  business  on a timely  basis,  and could
adversely  affect our relations  with our  pharmacies  and health plan sponsors.
Under a  contract  with a third  party,  the  third  party  guarantees  that any
disruption  in our  computer or telephone  systems  will be rectified  within 48
hours.  Although we cannot guarantee it, we believe that this disaster  recovery
arrangement  is  sufficient  to prevent  any  disruption  from having a material
adverse effect on our financial condition or results of operations.

     The  so-called  "year  2000  problem,"  which is common to many  companies,
concerns the inability of information  systems,  primarily computer hardware and
software programs,  to recognize properly and process date sensitive information
following   December  31,  1999.  We  have   committed   substantial   resources
(approximately  $2.4 million) over the past two years to improve our information
systems  ("IS  project").  We have used this IS  project  as an  opportunity  to
evaluate  our state of  readiness,  estimate  expected  costs and  identify  and
quantify risks  associated  with any potential year 2000 issues.  For a detailed
discussion  of these  matters,  see  "Management's  Discussion  and  Analysis of
Financial Condition and Results of Operations" in our Annual Report on Form 10-K
for the year ended December 31, 1998.

Possible Negative Effects on Stockholders of Preferred Stock and Rights

     We are authorized to issue 5,000,000  shares of preferred  stock. Our Board
of Directors may from time to time fix the  designation,  rights and preferences
of preferred  stock  (including  voting,  dividend,  redemption and  liquidation
rights) without further stockholder  action.  Shares of preferred stock could be
issued in the future with rights and  preferences  that could make the  possible
takeover of the Company or the removal of  management  more  difficult  or could
otherwise adversely impact the rights of stockholders.

                                       8
On November 24, 1998,  the Board  adopted a  stockholder  rights plan.  The
rights plan may have  certain  anti-takeover  effects and may cause  substantial
dilution to a person or group that  attempts to acquire the Company on terms not
approved by the Board.  The  stockholder  rights plan was adopted to help ensure
that the Board,  if confronted by an unsolicited  proposal from a third party to
acquire  control  of the  Company,  will  have  sufficient  time to  review  the
proposal, to develop, if deemed appropriate, alternatives to the proposal and to
act in what the Board  believes to be in the best  interests  of the Company and
its stockholders.

     As  originally  adopted,  the rights plan  contains a "delayed  redemption"
provision that prohibited rights under the plan from being redeemed by us during
the 180-day period after "continuing  directors" (as defined in the rights plan)
cease  to  constitute  a  majority  of the  Board.  This  provision  effectively
prevented  newly-elected  directors,  in  a  change  in  control  context,  from
redeeming  rights  for six  months,  thereby  delaying  any  acquisition  of the
Company.  In December  1998,  the  Delaware  courts  ruled in  Quickturn  Design
Systems, Inc. v. Mentor Graphics Corp., 721 A.2d 1281 (Del. 1998) that a similar
provision was invalid under Delaware law. As a result, the Board has amended the
rights plan to delete this "delayed redemption"  provision.  We may seek to take
other actions to achieve the same objectives as the rights plan and the "delayed
redemption"  provision  were  implemented  to address.  Certain of these actions
could require  stockholder  approval.  We cannot assure you that we will or will
not take or seek to take any such actions.

We Have Never Paid Dividends and Have No Current Intention to Pay Dividends

     We have never paid a cash dividend on the Common Stock and presently intend
to retain all  earnings,  if any, to support the  operation and expansion of our
business. We do not anticipate paying cash dividends in the foreseeable future.

Possible Volatility of Stock Price

     The market price of the Common Stock has fluctuated substantially since our
initial  public  offering.  The  price of the  Common  Stock may be  subject  to
fluctuations  in the future in response to  operating  results,  general  market
movements and other factors. In addition,  the Common Stock as well as the stock
market in general has  historically  experienced  price and volume  fluctuations
that often have been unrelated or disproportionate to the operating  performance
of the Company and companies in general. These fluctuations,  as well as general
economic and market  conditions,  may  adversely  affect the market price of the
Common Stock.

                              SELLING STOCKHOLDERS

     The table  attached as Annex I hereto  sets  forth,  as of the date of this
Prospectus or a subsequent date if amended or supplemented, (a) the name of each
Selling  Stockholder and his or her  relationship to the Company during the past
three years;  (b) the number of shares of Common Stock each Selling  Stockholder
beneficially  owns (assuming  that all options and restricted  shares which they
have  previously  been  granted are fully vested and free from  restrictions  on
transfer);  (c) the number of shares of Common  Stock  offered  pursuant to this
Prospectus by each Selling Stockholder; and (d) the amount and percentage of the
Common Stock  outstanding  to be held by such Selling  Stockholder  after giving
effect to the  offering  of the Common  Stock  covered by this  Prospectus.  The
information  contained  in Annex I may be amended or  supplemented  from time to
time.

                                 USE OF PROCEEDS

     We will not receive any of the  proceeds  from the sale of Common  Stock by
Selling Stockholders covered by this Prospectus.

                                 METHOD OF SALE

     This Prospectus relates to the possible offer and sale from time to time by
the Selling  Stockholders of their shares of Common Stock which they may receive
upon the  exercise  of  options  or which  they may  transfer  upon the lapse of
restrictions on restricted shares. These options and restricted shares have been
or may be issued or granted

                                       9
to the Selling  Stockholders  under the Employee Plan and/or the Directors Plan.
We have registered their shares for resale to provide them with freely tradeable
securities. However, registration of their shares does not necessarily mean that
they will offer or sell any of their  shares.  We will not receive any  proceeds
from the offering or sale of their shares.

     The Selling  Stockholders  may offer and sell the shares of Common Stock to
which  this  Prospectus  relates  from  time to time  in one or  more  types  of
transactions (which may include block transactions) on The Nasdaq Stock Market's
National  Market Tier,  where our Common  Stock is listed for trading  under the
symbol "MIMS," in other markets where our Common Stock is traded,  in negotiated
transactions,  through put or call  options  transactions,  through  short sales
transactions,  or in a combination  of such methods of sale.  They will sell the
Common  Stock at prices  which are current when the sales take place or at other
prices to which the parties agree. The respective  Selling  Stockholders may use
underwriters,  brokers or dealers to sell the shares, and will pay any brokerage
fees or  commissions  relating to sales by them in amounts to be  negotiated  by
them prior to sale. Such brokers or dealers and any other participating  brokers
or  dealers  may be  deemed  to be  "underwriters"  within  the  meaning  of the
Securities Act of 1933, as amended (the  "Securities  Act"),  in connection with
such sales and any  discounts  and  commissions  received by them and any profit
realized  by them on the resale of the  shares may be deemed to be  underwriting
discounts and commissions under the Securities Act. Some shares may also be sold
by other  people or  entities  which  receive the shares from one or more of the
Selling Stockholders by gift, by operation of law (including the laws of descent
and distribution) or by other transfers or assignments.

     Because the Selling Stockholders may be deemed to be "underwriters"  within
the meaning of the Securities Act, the Selling  Stockholders  will be subject to
the prospectus delivery requirements of the Securities Act. We have informed the
Selling  Stockholders  that the  anti-manipulative  provisions  of  Regulation M
promulgated under the Exchange Act may apply to their sales in the market.

     Selling  Stockholders  also may resell all or a portion of their  shares in
open market  transactions  in reliance upon Rule 144 under the  Securities  Act,
provided they meet the criteria and conform to the requirements of such Rule.

     If we are notified by any Selling Stockholder that any material arrangement
has been  entered  into with an  underwriter,  broker or dealer  for the sale of
shares through block trade, special offering, exchange distribution or secondary
distribution  or purchase by an underwriter,  broker or dealer,  we will prepare
and file a supplement to this Prospectus,  if required, under Rule 424(b) of the
Securities Act, disclosing (i) the name of the respective Selling Stockholder(s)
and of the participating  broker-dealer(s),  (ii) the number of shares involved,
(iii) the price at which such shares  were sold,  (iv) the  commissions  paid or
discounts or concessions allowed to such broker-dealer(s), where applicable, (v)
that such  broker-dealer(s)  did not  conduct  any  investigation  to verify the
information  set forth or  incorporated by reference in this Prospectus and (vi)
other facts material to the transaction.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Our Amended and Restated  Certificate of Incorporation limits the liability
of our directors to us or our  stockholders  to the fullest extent  permitted by
the Delaware General Corporation Law (the "DGCL").  Specifically,  our directors
will not be personally  liable for monetary  damages for breach of his fiduciary
duty as a  director  except  for  liability  (a) for any  breach  of his duty of
loyalty to us or our  stockholders,  (b) for acts or omissions not in good faith
or which involve  intentional  misconduct or a knowing violation of law, (c) for
unlawful  payment of dividends or unlawful  stock  repurchases or redemptions as
provided  in Section  174 of the DGCL or (d) for any  transaction  from which he
derived an improper  personal  benefit.  In addition,  our By-Laws require us to
indemnify  any  current or former  director  or officer  to the  fullest  extent
permitted  by the  DGCL.  We also  maintain  insurance  for the  benefit  of our
directors  and  officers  and the  directors  and  officers of our  subsidiaries
insuring such persons against certain civil liabilities,  including  liabilities
under the securities laws.

                                       10
WHERE YOU CAN FIND MORE INFORMATION

     We have  filed a  Registration  Statement  on Form S-8  (the  "Registration
Statement") with the Securities and Exchange Commission (the "Commission") under
the Securities Act covering the securities (i) covered by this Prospectus,  (ii)
issuable upon the exercise of options and/or the lapse of transfer  restrictions
on restricted shares, in each case previously awarded under the Plans, and (iii)
issuable upon the exercise of options and/or the lapse of transfer  restrictions
on restricted  shares, in each case which may be subsequently  issued or awarded
under the Plans. This Prospectus omits certain information and exhibits included
in the Registration Statement, copies of which may be obtained upon payment of a
fee  prescribed  by the  Commission  or may be  examined  free of  charge at the
principal office of the Commission in Washington, D.C.

     We are subject to the informational requirements of the Securities Exchange
Act of 1934,  as amended (the  "Exchange  Act"),  and in  accordance  with those
requirements,  we file annual,  quarterly and special reports,  proxy statements
and  other  information  with  the  Securities  and  Exchange   Commission  (the
"Commission").  You may read and copy those reports and proxy statements and any
other information we file with the Commission at the public reference facilities
maintained by the Commission at Room 1024,  Judiciary  Plaza,  450 Fifth Street,
N.W.,  Washington,  D.C.  20549,  and at the Regional  Offices of the Commission
located at 7 World Trade Center,  New York, New York 10048 and Citicorp  Center,
500 West Madison  Street,  Suite 1400,  Chicago,  Illinois  60661.  You may also
obtain copies of that information from the Commission's Public Reference Section
at 450 Fifth Street, N.W.,  Washington,  D.C. 20549, at prescribed rates. Please
call the  Commission at  1-800-SEC-0330  for further  information  on the public
reference  rooms.  The  Commission  maintains a web site that contains  reports,
proxy and information  statements and other information  regarding  registrants,
including MIM Corporation,  that file electronically with it. You may access the
Commission's  web site at  "http://www.sec.gov".  Our Common Stock is listed for
trading on the Nasdaq Stock Market's National Market Tier. You may also read any
such reports,  proxy statements and other information filed or to be filed by us
at the offices of the National  Association of Securities Dealers,  Inc., Market
Listing Section, 1735 K Street, N.W., Washington, D.C. 20006.

                       DOCUMENTS INCORPORATED BY REFERENCE

     We incorporate by reference  into this  Prospectus the following  documents
which we previously filed with the Commission under the File Number 0-28740:

     (a)  Our Annual Report on Form 10-K for the fiscal year ended  December 31,
          1998;

     (b)  Our Quarterly  Report on Form 10-Q for the fiscal  quarter ended March
          31, 1999;

     (c)  The  description  of  the  Company's  Common  Stock  contained  in the
          Company's  Registration  Statement  on Form  8-A,  filed  pursuant  to
          Section  12(g) of the  Exchange  Act on July 30,  1996,  as amended by
          Post-Effective  Amendment No. 1 on Form 8-A/A filed on August 1, 1996,
          and declared  effective on August 14, 1996, as well as the description
          of  the  Company's  Series  A  Junior  Participating  Preferred  Stock
          Purchase Rights contained in the Company's  Registration  Statement on
          Form 8-A filed on  December  4, 1998,  as  amended  by  Post-Effective
          Amendment  No. 1 on Form 8-A/A filed on December 14, 1998,  as amended
          by Post-Effective Amendment No. 2 on Form 8-A/A filed on May 20, 1999.

     When we file documents in accordance  with Sections  13(a),  13(c),  14 and
15(d) of the  Exchange Act between the date of this  Prospectus  and the time we
file a post-effective amendment to the Registration Statement reporting that all
the  securities  which are the subject of the  Registration  Statement have been
sold or  deregistering  any securities which have not been sold, those documents
we file  will be  incorporated  into  this  Prospectus  and will be a part of it
beginning on the date those  documents are filed.  If any document which we file
changes  anything  said in this  Prospectus or in an earlier  document  which is
incorporated  into this Prospectus,  the later document will modify or supersede
what is said in this Prospectus or the earlier document.

                                       11
We will provide,  without charge,  at the written or oral request of anyone
to whom this  Prospectus is delivered,  copies of the documents  incorporated by
reference in this  Prospectus,  other than exhibits to those documents which are
not specifically incorporated by reference.  Requests should be directed to: MIM
Corporation, 100 Clearbrook Road, New York, New York 10523, Attention: Corporate
Secretary (Telephone: (914) 460-1638).

                                  LEGAL MATTERS

     Barry A. Posner, our General Counsel,  will pass upon certain legal matters
for us.

                                     EXPERTS

The financial statements incorported by reference in this registration statement
have been audited by Arthur Andersen LLP,  independent  public  accountants,  as
indicated  in  their  reports  with  respect  thereto,  and are  incoporated  by
reference  herein in  reliance  upon the  authority  of said firm as  experts in
giving said report.

                                   ----------

                                       12
ANNEX I

                            SELLING STOCKHOLDERS (1)
Shares Beneficially
                                                                  Shares           Shares           Owned After Offering: (2)
                                                              Beneficially        Offered          --------------------------
       Name            Relationships to the Company               Owned            Hereby          Number           Percentage
       ----            ----------------------------               -----            ------          ------           ----------
Louis A. Luzzi         Director                                   21,800           20,000             1,800              *
Louis DiFazio          Director                                   22,500           20,000             2,500              *
Michael Kooper         Director                                   20,000           20,000              -0-               0%
Richard A. Cirillo     Director                                   24,000           20,000              -0-               0%
Scott R. Yablon        Director                                1,222,000 (3)      220,000         1,200,000            6.3%
Barry A. Posner        Vice President, Secretary                 221,600 (4)      220,000             1,600              *
                         and General Counsel
Edward J. Sitar        Chief Financial Officer                   106,500 (5)      105,000             1,500              *
Recie Bomar            Vice President-Sales                       83,333 (6)       83,333              -0-               0%
Joseph DeMarte         Vice President-Sales & Marketing           54,000 (7)       54,000              -0-               0%
Russell J. Corvese     Vice President-Operations                  54,950 (8)       54,950              -0-               0%
Rita Marcoux           Director of Operations                     58,450 (9)       58,450              -0-               0%
Robert J. Bush         Assistant General Counsel                  23,000 (10)      23,000              -0-               0%
Kathie Garrity         Director of Finance                        23,500 (11)      23,500              -0-               0%
----------
*    Less than one percent.

(1)  Assumes  that all options held by the listed  individuals  are fully vested
     and exercisable , although options typically vest over a three year period.
     Also assumes that all  restricted  shares are freely  transferable  without
     restriction,  although such restrictions do not lapse until specified dates
     in the  future.  Shares  deemed  beneficially  owned  by  virtue  of  these
     assumptions   are  treated  as  outstanding  for  purposes  of  determining
     beneficial ownership by such individual.

(2)  Assumes the sale of all securities  offered  hereby.  Based upon 18,771,689
     shares of Common Stock outstanding on May 10, 1999.

(3)  Includes  options to purchase  1,000,000 shares of Common Stock and 200,000
     shares of Common Stock subject to restrictions on transfer and encumbrance.

(4)  Includes options to purchase 200,000 shares of Common Stock,  20,000 shares
     of Common Stock subject to  restrictions  on transfer and  encumbrance  and
     1,600 shares of Common stock held jointly with his wife.

(5)  Includes options to purchase  100,000 shares of Common Stock,  5,000 shares
     of Common Stock  subject to  restriction  or transfer and  encumbrance  and
     1,500 shares of Common Stock held jointly with his wife.

(6)  Includes options to purchase 75,000 shares of Common Stock and 8,333 shares
     of Common Stock subject to restriction or transfer and encumbrance.

(7)  Includes options to purchase 50,000 shares of Common Stock and 4,000 shares
     of Common Stock subject to restriction or transfer and encumbrance.

(8)  Includes options to purchase 50,950 shares of Common Stock and 4,000 shares
     of Common Stock subject to restriction or transfer and encumbrance.

(9)  Includes options to purchase 54,450 shares of Common Stock and 4,000 shares
     of Common Stock subject to restriction or transfer and encumbrance.

(10) Includes options to purchase 20,000 shares of Common Stock and 3,000 shares
     of Common Stock subject to restriction or transfer and encumbrance.

(11) Includes options to purchase 20,500 shares of Common Stock and 3,000 shares
     of Common Stock subject to restriction or transfer and encumbrance.

                                       13
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     There are hereby  incorporated by reference in this Registration  Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission (the "Commission"):

          (a) The Company's Annual Report on Form 10-K for the fiscal year ended
     December  31,  1998,  filed  pursuant  to  Section  13(a)  or  15(d) of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act");

          (b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
     ended March 31, 1999; and

          (c) The  description  of the Company's  Common Stock  contained in the
     Company's  Registration  Statement on Form 8-A,  filed  pursuant to Section
     12(g) of the Exchange Act on July 30,  1996,  as amended by  Post-Effective
     Amendment  No. 1 on Form  8-A/A  filed on  August  1,  1996,  and  declared
     effective on August 14, 1996 as well as the  description  of the  Company's
     Series A Junior Participating  Preferred Stock Purchase Rights contained in
     the Company's Registration Statement on Form 8-A filed on December 4, 1998,
     as  amended  by  Post-Effective  Amendment  No.  1 on Form  8-A/A  filed on
     December 14, 1998,  as amended by  Post-Effective  Amendment  No. 2 on Form
     8-A/A filed on May 20, 1999.

     All reports and other documents  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act on or after the date of this
Registration  Statement  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  by
reference in this Registration  Statement and to be part hereof from the date of
filing of such reports or documents.  Statements  made herein as to the contents
of any contract,  agreement or other document are not necessarily complete. With
respect to each such  contract,  agreement or other document filed as an exhibit
to this  Registration  Statement,  reference  is made to the  exhibit for a more
complete  description of the matter  involved,  and each such statement shall be
deemed qualified in its entirety by such reference.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

                                      II-1
Item 6. Indemnification of Directors and Officers.

     The  Company's  Amended and  Restated  Certificate  of  Incorporation  (the
"Certificate of Incorporation")  limits the liability of the Company's directors
to the  Company or its  stockholders  to the  fullest  extent  permitted  by the
Delaware General Corporation Law (the "DGCL").  Specifically, no director of the
Company  will be  personally  liable for  monetary  damages for a breach of such
director's  fiduciary duty as a director of the Company except for liability (a)
for  any  breach  of the  director's  duty  of  loyalty  to the  Company  or its
stockholders,  (b) for acts or  omissions  not in good  faith  or which  involve
intentional  misconduct or a knowing  violation of law, (c) for unlawful payment
of dividends or unlawful stock repurchases or redemptions as provided in Section
174 of the DGCL or (d) for any transaction  from which such director  derived an
improper  personal  benefit.  In addition,  the  Company's  Amended and Restated
By-Laws (the  "By-Laws")  require the Company to indemnify any current or former
director or officer to the fullest  extent  permitted  by the DGCL.  The Company
also  maintains  insurance for the benefit of its directors and officers and the
directors and officers of its subsidiaries insuring such persons against certain
civil liabilities, including liabilities under the securities laws.

Item 7. Exemption from Registration Claimed.

     On March 1, 1999, pursuant to new employment agreements between the Company
and two  executive  officers  of the  Company,  the  Company  granted  these two
executive  officers  a total of  25,000  shares  of  Common  Stock,  subject  to
restrictions  on  transfer  and  encumbrance   through  December  2,  2006.  The
restricted   shares  will   automatically  be  forfeited  to  the  Company  upon
termination of either grantee's employment with the Company prior to December 2,
2006.  The  restrictions  to which the  restricted  shares are subject may lapse
prior to  December  2,  2006 in the  event  that the  Company  achieves  certain
specified  levels of earnings per share in fiscal 2001.  Each executive  officer
possesses  voting  rights  with  respect to the  restricted  shares,  but is not
entitled to receive dividend or other  distributions,  if any, paid with respect
to the restricted shares.

     The reoffer prospectus  constituting a part of this Registration  Statement
covers the reoffer and/or resale of these 25,000 restricted  shares. The Company
issued  these  25,000  restricted  shares  without  registration  under  the Act
pursuant to the exemption from registration provided by Section 4(2) of the Act.

Item 8. Exhibits.

     Exhibit
     Number
     ------

       4.1    Amended and Restated  Certificate of  Incorporation of the Company
              (incorporated  by  reference  to  Exhibit  3.1  of  the  Company's
              Registration Statement on Form S-1 (No. 333-05327 )).

                                      II-2
4.2    Amended  and  Restated  By-Laws of the  Company  (incorporated  by
              reference to Exhibit  3(ii) of the Company's  Quarterly  Report on
              Form 10-Q for the fiscal quarter ended March 31, 1998).

       4.3    The Company's 1996 Stock  Incentive  Plan, as amended and restated
              effective  as of December 1, 1998  (incorporated  by  reference to
              Exhibit 10.33 to the Company's  Annual Report on Form 10-K for the
              fiscal year ended December 31, 1998).

       4.4    The Company's 1996 Non-Employee Directors Stock Incentive Plan, as
              amended and restated  effective as of March 1, 1999  (incorporated
              by reference to Exhibit 10.60 to the Company's Quarterly Report on
              Form 10-Q for the fiscal quarter ended March 31, 1999).

       4.5    Specimen Common Stock  Certificate  (incorporated  by reference to
              Exhibit 4.1 to the  Company's  Registration  Statement on Form S-4
              (No. 333-60647),  as amended, which became effective on August 21,
              1998).

       4.6    Amended and Restated Rights  Agreement,  dated as of May 20, 1999,
              between the Company and American  Stock Transfer and Trust Company
              (including  the  form  of  Rights  Certificate)  (incorporated  by
              reference to Exhibit 4.1 of the Company's Post-Effective Amendment
              No. 2 to Registration Statement on Form 8-A/A dated May 21, 1999).

       4.7    Certificate  of  Designations  of  Series A  Junior  Participating
              Preferred Stock  (incorporated  by reference to Exhibit 4.2 of the
              Company's Current Report on Form 8-K dated December 14, 1998).

       4.8*   Form of Incentive Stock Option Agreement

       4.9*   Form of Non-Qualified Stock Option Agreement

       4.10*  Form of Performance Share Agreement

       5.1*   Opinion of Barry A. Posner, Esq.

       23.1*  Consent of Arthur Andersen LLP.

       23.2   Consent  of  Barry A.  Posner,  Esq.  (contained  in  Exhibit  5.1
              hereto).

----------
*Filed herewith.

                                      II-3
Item 9. Undertakings.

     A.   The undersigned registrant hereby undertakes:

          (1) (i) To file,  during any period in which offers or sales are being
     made, a post-effective  amendment to this registration statement to include
     any prospectus  required by Section  10(a)(3) of the Securities Act of 1933
     (the "Securities Act");

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  registration  statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration  statement.  The  foregoing  notwithstanding,  any increase or
     decrease  in volume of  securities  offered (if the total  dollar  value of
     securities  offered  would not exceed  that which was  registered)  and any
     deviation from the low or high and of the estimated  maximum offering range
     may be  reflected  in the form of  prospectus  filed  with  the  Commission
     pursuant  to Rule  424(b) if, in the  aggregate,  the changes in volume and
     price  represent no more than a 20 percent change in the maximum  aggregate
     offering price set forth in the "Calculation of Registration  Fee" table in
     the effective registration statement; and

          (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, 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.

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

     B. The  undersigned  registrant  hereby  undertakes  that,  for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement 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.

     C. Insofar as indemnification  for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant  pursuant to the DGCL, the Certificate of Incorporation,  the By-Laws
or otherwise, the registrant has been advised that in the

                                      II-4
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against  public  policy as expressed in the  Securities  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  of whether  such  indemnification  by it is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.

                                      II-5
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 on Form S-8 to be signed on its behalf by the  undersigned,  thereunto
duly authorized, in the Village of Elmsford, State of New York, on this 27th day
of May, 1999.

                                         MIM Corporation

                                         By:  /s/ Barry A. Posner
                                              ----------------------------------
                                              Barry A. Posner
                                              Vice President and General Counsel

                                      II-6
Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                            Capacity(ies)                                    Date
        ---------                                            -------------                                    ----
/s/ Richard H. Friedman                            Principal Executive Officer/Director                     May 26, 1999
------------------------------------
Richard H. Friedman

/s/ Scott R. Yablon                                Director                                                 May 26, 1999
------------------------------------
Scott R. Yablon

/s/ Edward J. Sitar                                Principal Financial and Accounting                       May 26, 1999
------------------------------------               Officer
Edward J. Sitar

/s/ Louis DiFazio                                  Director                                                 May 26, 1999
------------------------------------
Louis DiFazio, Ph.D.

/s/ Richard A. Cirillo                             Director                                                 May 26, 1999
------------------------------------
Richard A. Cirillo

/s/ Louis A. Luzzi                                 Director                                                 May 26, 1999
------------------------------------
Louis A. Luzzi, Ph.D.

/s/ Michael Kooper                                 Director                                                 May 26, 1999
------------------------------------
 Michael Kooper
II-7