Mail Stop 3-9								November 23, 2004



Barry A. Posner, Esquire
Executive Vice President, Secretary and
General Counsel
MIM Corporation
100 Clearbrook Road
Elmsford, New York 10523

Re: MIM Corporation
       Amendment no. 2 to registration statement on Form S-4
       Filed November 8, 2004
       File No. 333-119098

Dear Mr. Posner:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we will consider your explanation
as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.  We
look forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of
our review.  Feel free to call us at the telephone numbers listed at
the end of this letter.

MIM reasons for the merger - page 33

1.  We note your response to comment 24 and reissue the comment in
part.  Please update and expand the discussion to describe the terms
of the settlement and, if material, how the settlement, or the absence
of a settlement, may impact your future business operations.  Tell us
supplementally what contingencies have to be resolved for the
settlement to become final and when final resolution is anticipated.



Barry A. Posner, Esquire
MIM Corporation
November 23, 2004
Page 2




*	*	*	*	*

	As appropriate, please amend your filing in response to these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter with
your amendment that keys your responses to our comments and provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please file your cover letter on EDGAR
under the form type label CORRESP.  Please understand that we may have
additional comments after reviewing your amendment and responses to
our comments.

	Please allow adequate time after the filing of any amendment for
further review before submitting a request for acceleration.  Please
provide this request at least two business days in advance of the
requested effective date.

	You may contact Mary Fraser at (202) 942-1864 or John Krug at
(202) 942-2979 if you have any questions concerning these comments.

							Sincerely,



							Jeffrey Riedler
							Assistant Director



cc: E. William Bates, II, Esq.
     Paul G. Prince, Esq.
     Jean M. Davis, Esq.
     Mark D. Williamson, Esq.