UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) October 28, 2003

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

Registrant's telephone number, including area code (914) 460-1600

Item 7. Financial Statements and Exhibits.

(c)     Exhibits.  The following Exhibit is filed with this Report:

Item 9. Regulation FD Disclosure.

This press release dated October 28, 2003, which announces earnings for our third quarter includes "non-GAAP financial meaures" as defined by SEC rules.

The Tables of Reconciliation presented in our third quarter press release demonstrate the differences between the non-GAAP financial measures and the most directly comparable GAAP measures. As required by Regulation G, the Company has provided a quantitative comparison between the GAAP and disclosed non-GAAP financial measures. The non-GAAP measures presented provide important insight into the ongoing operations and a meaningful comparison of revenue, gross profit, selling, general and administrative expenses, operating income, net income and earnings per share.

We believe that meaningful analysis of our financial performance requires an understanding of the factors underlying that performance and our judgments about the likelihood that particular factors will repeat. For this reason, we believe that investors may find it useful to see the financial results without the effects of TennCare, related restructuring and tax rate changes.

In accordance with the procedural guidance in SEC Release No. 33-8216, the information in this Form 8-K and the Exhibit attached hereto is being furnished under "Item 9. Regulation FD Disclosure" rather than under "Item 12. Disclosure of Results of Operations and Financial Condition".

SIGNATURES

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

EXHIBIT INDEX

MIM Reports 3Q EPS of $0.06, Including $972,558 of Restructuring

      ELMSFORD, NY - October 28, 2003 - MIM Corporation (NASDAQ:MIMS) (CBOE:OQX) (AMEX:OQX), a pharmaceutical healthcare organization, today reported third quarter 2003 results.

        Financial Highlights

• Third quarter EPS was $0.08, excluding restructuring charges of $972,558
• Third quarter revenues were up 25%, excluding TennCare PBM business
• Specialty Management and Delivery Services revenues were $44.6 million versus $43.7 million; and grew 33%, excluding the Long Island, N.Y. distribution center
• Post-TennCare restructuring complete
• No outstanding bank borrowings under the Company's credit facility
• Mail and Specialty prescriptions dispensed in the first nine months increased a combined 31% over the same period in 2002

          Richard H. Friedman, Chairman and Chief Executive Officer stated, "We used the third quarter to continue our transition to a focused, Specialty Management and Delivery platform with complementary PBM services, following the loss of the TennCare PBM business. Results include further reallocation of assets, as well as investments in further intensifying our Specialty sales efforts. We have increased our physician detailed sales force to capitalize on our regional strength in the Northeast and Midwest. We have also enhanced customer service by consolidating these activities at our Columbus facility."

         Revenues for the third quarter decreased to $129.6 million from $138.5 million in the third quarter of 2002, primarily due to the termination of PBM activities for the TennCare business. Excluding the TennCare PBM business, third quarter revenues increased $25.7 million or 25%.⁽¹⁾

         Third quarter Specialty Management and Delivery Services revenues increased to $44.6 million from $43.7 million for the same period last year. This increase reflects a $6.4 million decline in revenues at Vitality, our Long Island, NY distribution center over the prior year, primarily the result of reduced wholesale oncology business and the loss of a major payor contract. Excluding the results from the Long Island, NY distribution center, the Specialty Management and Delivery Services segment grew 33% quarter over quarter.

         "We are making changes in both approach and focus of our Long Island, NY distribution center, which we believe will mitigate further erosion of the business in 2004 and create a stable platform for future growth," commented Mr. Friedman. "Specialty remains our core competency, as well as our key impetus for continued growth. Within this foundation, we have seen continued strength in immunosuppression, Hepatitis C, Rheumatoid Arthritis, Multiple Sclerosis and Growth Hormone therapies."

         Third quarter PBM Services segment revenue decreased to $85.0 million from $94.8 million for the same period last year. Excluding the TennCare business, revenues from PBM Services grew 41% to $85.0 million in the current quarter compared to $60.2 million in the third quarter of 2002.⁽¹⁾

         "PBM and mail services continue to add to our revenue base, despite the loss of the TennCare business," added Mr. Friedman.

         Operating income for the third quarter was $2.3 million compared to $5.8 million for the third quarter of 2002. Operating income for the third quarter of 2003 includes a restructuring charge of $972,558 for employee and consultant related severance and termination payments. Excluding the restructuring charge for 2003 and the results of the TennCare PBM business for 2002, operating income remained relatively flat at $3.3 million versus $3.2 million for the prior year's quarter. Those results include continued investment in sales and marketing.⁽¹⁾

         In addition, third quarter operating income includes $626,535 of non-recurring consulting and recruiting expenses. Those expenses are offset by a reversal of $595,658 related to bonus compensation reflecting year to date performance.

         Based on a 40% effective tax rate, third quarter net income was $1.3 million or $0.06 per diluted share. Excluding restructuring items, net income for the third quarter of 2003 was $1.8 million or $0.08 per diluted share. Net income for third quarter 2002 was $4.5 million or $0.19 per diluted share, which was reported using a 20% effective tax rate. Applying the 2003 40% effective tax rate and excluding the results from the TennCare PBM business, third quarter 2002 earnings per share would have been $0.08 per diluted share.⁽¹⁾

         Cost of revenue for the third quarter of 2003 was $114.2 million, compared with $120.6 million for the same period last year. Excluding the TennCare PBM business, cost of revenue for third quarter 2002 was $88.6 million.⁽¹⁾

         Gross profit for the quarter was $15.4 million or 11.9% from $18.0 million or 13.0% in the prior year. Excluding the TennCare PBM business, gross profit for third quarter 2002 was $15.4 million or 14.8%.⁽¹⁾

         Selling, general and administrative expenses increased to $12.6 million for the third quarter of 2003 from $11.7 million for the same period a year ago. Selling, general and administrative expenses for the third quarter 2003 include the restructuring related charge, non-recurring expenses and compensation accrual discussed above. Excluding the restructuring charge, selling general and administrative expenses remained relatively flat when compared to the prior year's period. Those results include continued investment in sales and marketing.⁽¹⁾

         Chief Financial Officer James S. Lusk noted that the specific restructuring initiative related to the loss of the TennCare PBM business has been completed. "We continue to review our cost structure and may take additional actions to further reduce expenses," said Mr. Lusk.

         Revenues for the nine months increased 6% to $453.0 million from $425.9 million in the nine months of 2002. Excluding the TennCare PBM business, revenues for the nine months increased 20% over the prior year's period. Specialty Management and Delivery Services revenues for the first nine months increased 22% to $145.0 million from $119.1 million for the same period last year, including a $10.9 million decline at the Long Island, NY distribution center. Revenues from PBM Services, including mail, grew to $308.0 million in the nine months, compared to $306.8 million in the same period in 2002. Excluding the TennCare business, revenues from PBM Services grew 19% in the current period.⁽¹⁾

         Operating income for the nine months of 2003 was $14.3 million compared to $18.5 million for the same period in 2002. Excluding the restructuring charges of $1.6 million for 2003 and the TennCare PBM business operating results for 2002 and 2003, operating income for the nine months of 2003 was $10.3 million compared to $9.4 million for the same period in 2002.⁽¹⁾

         Net income for the nine months was $8.2 million or $0.36 per diluted share based on a 40% effective tax rate. Excluding TennCare and restructuring items, net income for the nine months was $5.8 million or $0.26 per diluted share. Net income for the same period in 2002 was $14.3 million or $0.60 per diluted share, which was reported using a 20% effective tax rate. Assuming the 2003 40% effective tax rate and excluding the results from the TennCare PBM business, nine-month 2002 earnings per share would have been $0.22.⁽¹⁾

         Cost of revenue for the nine months of 2003 was $399.8 million, compared with $374.5 million for the same period last year. Excluding the TennCare PBM business, cost of revenue for the nine months of 2003 was $337.5 million compared to $278.2 million for the nine months of 2002.⁽¹⁾

         Gross profit for the nine months increased to $53.3 million or 11.8% from $51.4 million or 12.1% in the prior year. Excluding the TennCare PBM business, gross profit for the period in 2003 was $47.7 million or 12.4% compared to $42.3 million or 13.2% for 2002.⁽¹⁾

         Nine-month selling, general and administrative expenses increased to $37.6 million from $32.8 million for the same period a year ago. Selling, general and administrative expenses for the 2003 nine-month period include restructuring related charges of $1.6 million and the non-recurring expenses and compensation reversal discussed above. Excluding the restructuring charges, nine-month selling general and administrative expenses were $36.0 million. The increase is due to additions in the sales organization and corporate management previously discussed.⁽¹⁾

         Inventory turns remained strong for the quarter at 41 days. Days sales outstanding increased to 51 days at September 30, 2003 from 44 days at June 30, 2003. The increase is primarily related to the loss of the TennCare PBM business, which operated under more favorable contractual terms.

         The Company generated $7.3 million in operating cash flow for the nine months. For the third quarter, the Company had negative cash from operations of $2.9 million, due to a $12.6 million reduction in claims payable primarily related to the loss of the TennCare PBM business. A final payment related to the TennCare PBM business is expected in the fourth quarter, with a return to positive cash flows in the first quarter of 2004. There were no outstanding bank borrowings under the Company's credit facility at September 30, 2003.

         "We are successfully meeting the challenges presented by the loss of the TennCare PBM business and the changes in our Long Island, NY distribution center to re-establish a strong base for growth," concluded Mr. Friedman. "We are now more diversified and less dependent on one customer. Given the significance of the challenges at our Long Island, NY distribution center in the short-term, we are forecasting a $0.07 to $0.09 range of earnings per share for the fourth quarter, with a return to greater earnings momentum in 2004. We have a solid core business and are aggressively pursuing new expansion opportunities through acquisition and service relationships."

         MIM Corporation will host a conference call to discuss results today at 10:00 AM ET. Interested parties may participate in the conference call by dialing 888-428-4474 (US), or 651-291-0344 (International), 5-10 minutes prior to the initiation of the call. A replay of the conference call will be available from 1:30 PM ET on October 28 through 11:59 PM ET on November 4, by dialing 800-475-6701 (US), or 320-365-3844 (International), and entering access code 701238. A webcast of the conference call will also be available under the investor information section of the MIM Corporation website, www.mimcorporation.com.

MIM Corporation (www.mimcorporation.com) is a pharmaceutical healthcare organization delivering innovative pharmacy benefit and healthcare solutions that provide results beyond expectations. We excel by harnessing our clinical expertise, sophisticated data management, and therapeutic fulfillment capability, and combine it with our dedicated, responsive team of professionals that understands our partners' needs. The result is cost-effective solutions enhancing the quality of patient life.

This press release may contain statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the intent, belief or current expectations of the Company, its directors, or its officers with respect to the future operating performance of the Company. Investors are cautioned that any such forward looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward looking statements as a result of various factors. Important factors that could cause such differences are described in the Company's periodic filings with the Securities and Exchange Commission.

Contacts:

⁽¹⁾ See Table of Reconciliation for the differences between the non-GAAP financial measures and the most directly comparable GAAP measures. As required by Regulation G, the Company has provided a quantitative comparison between the GAAP and disclosed non-GAAP financial measures. The non-GAAP measures presented provide important insight into the ongoing operations and a meaningful comparison of revenue, gross profit, selling, general and administrative expenses, operating income, net income and earnings per share.