WASHINGTON, DC 20549


                                    FORM 8-A

                   PURSUANT TO SECTION 12(B) OR 12(G) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                                 MIM CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

              DELAWARE                                         050489664
- - ----------------------------------------            ----------------------------
(State of Incorporation or Organization)                   (I.R.S. Employer
                                                           Identification No.)

    PEARL RIVER, NEW YORK                                        10965
- - ----------------------------------------             ---------------------------
(Address of Principal Executive Offices)                       (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

     Title of Each Class                          Name of Each Exchange on Which
    to be so Registered                           Each Class is to be Registered
    --------------------                          ------------------------------

           NONE                                           NOT APPLICABLE
    --------------------                          ------------------------------

Securities to be registered pursuant to Section 12(g) of the Act:

                                 COMMON STOCK
                               (Title of Class)

Item 1.   Description of Registrant's Securities to be Registered.

          Holders of Common Stock are entitled to one vote for each share held
          on all matters submitted to a vote of stockholders and do not have
          cumulative voting rights.  Accordingly, holders of a majority of the
          outstanding shares of Common Stock entitled to vote in any election of
          directors may elect all the directors standing for election.  Holders
          of Common Stock are entitled to receive ratably such dividends, if
          any, as may be declared by the Company's Board of Directors out of
          funds legally available therefor.  Upon the liquidation, dissolution
          or winding up of the Company, holders of Common Stock are entitled to
          receive ratably the net assets of the Company available for
          distribution after the payment of, or adequate provision for, all
          debts and other liabilities of the Company.  Holders of Common Stock
          have no preemptive, subscription, redemption, sinking fund or
          conversion rights.  Immediately upon consummation of the Offering, all
          of the then outstanding shares of Common Stock will be validly issued,
          fully paid and nonassessable by the Company.

Item 2.   Exhibits.



          Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.

                              MIM CORPORATION

Date: July 30, 1996      By:  /s/ Richard H. Friedman
                               Richard H. Friedman
                               Chief Operating Officer