FORM 10-Q/A

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

[X]  AMENDMENT NO. 1 TO QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended     March 31, 1998                          

                                       OR

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

For the transition period from ___________________ to ___________________

Commission file number  0-28740                                          

                                 MIM CORPORATION
              (Exact name of registrant as specified in it charter)

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

                One Blue Hill Plaza, Pearl River, New York 10965
                    (Address of principal executive offices)

                                 (914) 735-3555
              (Registrant's telephone number, including area code)


________________________________________________________________________________
               (Former name, former address and former fiscal year
                         if changed since last report)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

Yes _X_   No ___


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     On July 30, 1998, there were outstanding 13,822,000 shares of the Company's
$0.0001 per value per share common stock ("Common Stock").




 
     MIM  Corporation's  ("MIM" or the "Company")  Quarterly Report on Form 10-Q
(the  "Quarterly  Report") for the period ended March 31, 1998 is hereby amended
as follows:

     Item 1, "Financial  Statements," in the Quarterly  Report is hereby amended
to delete Note 3 and to add Notes 3 and 4 as follows:

NOTE 3- OTHER COMPREHENSIVE INCOME

     The Company  adopted  Statement of Financial  Accounting  Standard No. 130,
"Reporting  Comprehensive  Income" ("SFAS 130") for the three months ended March
31, 1998.  There were no transactions  during this period that would be required
to be reported as a component of other comprehensive income.
 
NOTE 4- SUBSEQUENT EVENTS

     On  April  14,  1998,  the  Company   resolved  its  dispute  with  certain
subsidiaries of Sierra Health Services, Inc., a Nevada corporation ("Sierra"), a
party to a PBM Services Agreement (the "Sierra  Agreement") with the Company. As
disclosed  in the  Company's  Form 10-K,  this  dispute  related to the parties'
divergent  interpretations of certain provisions of the Sierra Agreement,  which
led to Sierra's  dispute of certain  amounts which the Company claimed were owed
to it.  Under  the  terms  of  the  settlement,  both  parties  dismissed  their
respective  claims  pending in the United  States  District  Court,  District of
Nevada and the  American  Arbitration  Association.  In  addition,  the  parties
modified a number of provisions of the Sierra Agreement,  including the addition
of a provision  permitting  any party to terminate  the Sierra  Agreement at any
time and for any reason upon 90 days' prior written notice.  On May 8, 1998, the
Company  notified  Sierra of its intention to terminate the Sierra  Agreement 90
days after notice thereof in accordance with the terms of Agreement. The Company
continues to provide  pharmacy benefit  management  services to Sierra under the
Sierra Agreement.

     Effective  May 15,  1998,  Mr.  John H.  Klein,  then the  Company's  Chief
Executive Officer,  Chairman of the Board of Directors and a director,  resigned
from such  positions  with the Company.  Effective on that date,  Mr. Richard H.
Friedman,  the Company's Chief Operating Officer,  Chief Financial Officer and a
director  through May 15,  1998,  succeeded  Mr.  Klein as the  Company's  Chief
Executive Officer.  Mr. Scott R. Yablon, then a director of the Company,  joined
the Company as an employee on May 1, 1998,  and effective May 15, 1998,  assumed
the titles of President,  Chief Financial Officer and Chief Operating Officer of
the Company.

     Item 2,  "Management's  Discussion and Analysis of Financial  Condition and
Results of Operations,"  in the Quarterly  Report is hereby amended and restated
and replaced in its entirety as follows:
 
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

     The following  discussion and analysis  should be read in conjunction  with
the  Consolidated  Financial  Statements,  the related Notes to the Consolidated
Financial  Statements  and  Management's  Discussion  and  Analysis of Financial
Condition  and  Results of  Operations  included in the Form 10-K as well as the
unaudited consolidated interim financial statements and the related notes to the
unaudited  consolidated  interim financial statements included in Item 1 of this
Report.

     Certain  statements  contained in this report are not purely historical and
are considered  forward looking  statements within the meaning of Section 27A of
the Securities Act of 1933, as amended (the  "Securities  Act"), and Section 21E
of the  Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),
including statements regarding the Company's expectations,  hopes, intentions or
strategies  regarding the future, as well as statements which are not historical
fact.  Forward looking  statements may include  statements  relating to business
development activities,  future capital expenditures,  the effects of regulation
and competition on the Company's business,  future operating  performance of the
Company and the results  and/or effect of legal  proceedings  or  investigations
and/or the  resolution or settlement  thereof.  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.
These factors  include,  among other things,  risks  associated  with  capitated
(i.e.,  risk-based)  contracts,  increased government  regulation related to the
health  care  industry  in  general  and  more  specifically,  pharmacy  benefit
management organizations,  increased competition from the Company's competitors,
including  competitors  which  are  vertically  integrated  with  pharmaceutical
manufacturers, and the existence of complex laws and regulations relating to the
Company's business.  This Report and the Form 10-K contain information regarding
important factors which could cause such differences.

Overview

     A  majority  of the  Company's  revenues  to date  have been  derived  from
operations  in the State of Tennessee in  conjunction  with RxCare of Tennessee,
Inc. ("RxCare"),  a pharmacy services  administrative  organization owned by the
Tennessee Pharmacists  Association.  The Company assisted RxCare in defining and
marketing  pharmacy  benefit  services  to private  health  plan  sponsors  on a
consulting  basis in 1993,  but did not commence  substantial  operations  until
January 1994 when RxCare began  servicing  health plan sponsors  involved in the
newly  instituted  TennCare(R)  state health  program.  At March 31,  1998,  the
Company provided pharmacy benefit management services to 46 health plan sponsors
with an  aggregate  of  approximately  1.9  million  plan  members.  TennCare(R)
represented 1.2 million members.

Results of Operations

Three months ended March 31, 1998 compared to three months ended March 31, 1997
 
     For the three months ended March 31, 1998, the Company  recorded revenue of
$98.0 million  compared with revenue of $70.8 million for the three months ended
March 31,  1997,  an increase of $27.2  million.  $17.6  million of the increase
resulted  from  servicing  14 new plans  covering  approximately  490,000  lives
throughout  the  United  States  as well as  increased  enrollment  in  existing
commercial plans. Sierra,  enrolled in October 1997, accounted for $10.0 million
of the increased  commercial revenue.  TennCare(R) sponsors were responsible for
an additional $9.6 million increase of revenue. In the last quarter of 1997, the
Company   entered  into  new  contracts  with  two   TennCare(R)   managed  care
organizations  to  which  the  Company  previously   provided  pharmacy  benefit
management services. These new contracts increased revenues by $17.1 

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million. In addition, favorable contract renegotiations and increased enrollment
in other  existing  TennCare(R)  sponsors  increased  revenues by $18.4 million.
These increases in TennCare(R)  revenues were partially  offset by a decrease of
$25.9  million  from  the  restructuring  in April  1997 of a major  TennCare(R)
contract (as discussed  below).  The contract was restructured from a risk-based
(capitated) arrangement to a non-risk  (fee-for-service)  arrangement,  although
the  Company  continued  to  provide  essentially  the same  services  under the
restructured   contract.   During  the  three   months  ended  March  31,  1998,
approximately 39% of the Company's revenues were generated from risk (capitated)
contracts, compared to 68% during the three months ended March 31, 1997.

     Cost of revenue for the quarter  ended  March 31, 1998  increased  to $92.4
million from $66.8  million for the quarter ended March 31, 1997, an increase of
$25.6 million.  New commercial  contracts together with increased  enrollment in
existing commercial plans resulted in $18.4 million of such increases in cost of
revenue. Such increase includes costs of $10.1 million resulting from the Sierra
Agreement  TennCare(R)  contracts  contributed $7.2 million of increased cost of
revenue.  Costs relating to TennCare(R) contracts increased by $32.7 million due
to the two new  TennCare(R)  contracts  referred to above  ($16.5  million)  and
eligibility  increases in existing plans,  increased drug prices,  and increased
utilization of prescription  drugs ($16.2  million).  These costs were offset by
the  above-mentioned  restructuring  of  a  major  TennCare(R)  contract,  which
resulted in a decrease in cost of revenue of $25.5  million.  As a percentage of
revenue,  cost of revenue  was 94.3% for the three  months  ended March 31, 1998
compared to 94.4% for the three months ended March 31, 1997.

     At December 31, 1997,  a reserve of $4.1  million was  established  for the
anticipated  losses  on  the  Sierra  Agreement.   These  losses  resulted  from
unfavorable factors,  including higher pharmacy utilization rates than contained
in Sierra's historic claims data,  higher than expected  inflation in drug costs
and the  inability to restrict  the  formularies  under  certain  Sierra  plans,
resulting  in higher than  anticipated  drug costs.  For the three  months ended
March  31,  1998,  $2.6  million  of this $4.1  million  reserve  was  utilized.
Management  believes that the remaining reserve is adequate to cover any further
losses under the Sierra Agreement.
 
     Selling,  general and  administrative  expenses  were $4.5  million for the
three months ended March 31, 1998  compared to $3.9 million for the three months
ended March 31, 1997, an increase of 15%. The additional $.6 million reflects an
increase in the Company's revenue along with a continuing  commitment to enhance
its ability to manage  efficiently  pharmacy benefits by investing in additional
operational and clinical  personnel and  information  systems to support new and
existing  customers.  In addition,  the Company experienced an increase in legal
fees. As a percentage of revenue,  selling,  general and administrative expenses
decreased  to 4.5% for the three  months  ended March 31, 1998 from 5.5% for the
three months ended March 31, 1997.

     For the three months ended March 31, 1998,  the Company  recorded  interest
income of $.5 million compared with $.6 million for the three months ended March
31, 1997, a decrease of $.1 million. The decrease resulted from a lower level of
invested  funds in the first  quarter of 1998  compared to the first  quarter of
1997.  The level of invested funds  decreased due to the operating  needs of the
Company.

     For the three months ended March 31, 1998, the Company  recorded net income
of $1.6 million,  or $.12 per basic share.  This compares with net income of $.7
million,  or $.06 per basic  share,  for the three  months ended March 31, 1997.
This decrease is due largely to the above-described  changes in revenue and cost
of revenues.
 
     Accounts  receivable  increased  approximately  $11.0  million  (from $23.7
million  to $34.7  million)  from  December  31,  1997 to March 31,  1998.  This
increase  resulted  primarily from a proportionate  increase in pharmacy benefit
management  business during the period.  In addition,  the timing of billing and
collection for cetain TennCare clients  previously being processed by an outside
vendor changed after the Company began processing  these claims  in-house.  This
transition  initially  caused a delay  in  billing  and  collections  for  these
clients.
 

Liquidity and Capital Resources

 
     For the three  months  ended  March 31,  1998,  net cash used in  operating
activities  totaled $9.5 million,  primarily due to increases in  receivables of
approximately  $11.1 million  resulting  from  increased  revenues from both the
TennCare(R)  and  commercial  contracts.  Such  uses  were  partially  offset by
increases in claims payables of approximately $2.5 million. Investing activities
provided $5.8 million in cash due  primarily to the proceeds from  maturities of
investment securities of approximately $10.3 million,  offset by the purchase of
new investment  securities of approximately $4.0 million.  The


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Company  purchased  $.5 million of  property  and  equipment  with cash on hand,
primarily to upgrade and enhance information systems necessary to strengthen and
support the Company's ability to manage better its customers'  pharmacy benefits
programs.  The  Company did not have any  additional  material  commitments  for
capital expenditures as of December 31, 1997.

     At March 31,  1998,  the  Company  had  working  capital of $13.0  million,
compared  to $9.3  million  at  December  31,  1997.  Cash and cash  equivalents
decreased  to $5.8  million  at March 31,  1998  compared  with $9.6  million at
December 31, 1997.  The Company had  investment  securities  held to maturity of
$16.3  million  and $22.6  million  at March 31,  1998 and  December  31,  1997,
respectively.  With the exception of the Company's $2.3 million  preferred stock
investment in Wang Healthcare  Information Systems, Inc. ("WHIS"), the Company's
investments  are  primarily  corporate  debt  securities  rated A or better  and
government  securities.  In June 1997, the Company  invested $2.3 million in the
preferred  stock of WHIS,  a  company  engaged  in the  development,  sales  and
marketing of PC-based  information systems for physicians and their staff, using
image-based technology.
 
     At March 31, 1998, the Company had, for tax purposes,  unused net operating
loss  carryforwards of approximately  $18.3 million which will begin expiring in
2008. As it is uncertain  whether the Company will realize the full benefit from
its deferred tax asset,  the Company has recorded a valuation  allowance for the
same amount. The Company will assess the need for a valuation  allowance at each
balance sheet date. The amount of net operating loss carryforwards  which may be
utilized in any given year may become  limited by the  Internal  Revenue Code of
1986, as amended,  and the rules and regulations  promulgated  thereunder,  if a
cumulative  change in  ownership  of more than 50%  occurs  within a three  year
period.

     The Company believes that its financial  condition and capital structure as
a result of its initial  public  offering  (the  "Offering")  has  enhanced  its
ability to negotiate  and obtain  additional  contracts  with plan  sponsors and
other potential  customers.  The Company believes that it has sufficient cash on
hand or available to fund the Company's  anticipated  working  capital and other
cash needs for at least the next 12 months.
 
     The Company intends to offset,  against profit sharing amounts, if any, due
RxCare in the future under the  Company's  contract  with RxCare,  approximately
$4.9 million, representing RxCare's share of the Company's cumulative losses and
amounts previously advanced or paid to RxCare, as of March 31, 1998.

     As  part  of its  continued  efforts  to  expand  its  pharmacy  management
business,  the Company expects to incur additional sales and marketing expenses.
The Company also may pursue joint venture  arrangements,  business  acquisitions
and other  transactions  designed to expand its  pharmacy  management  business,
which the Company would expect to fund from cash on hand or future  indebtedness
or, if appropriate, the sale or exchange of equity securities of the Company.

Other Matters

     The Company's pharmaceutical claims costs historically have been subject to
a significant increase over annual averages from October through February, which
the Company  believes is due to  increased  medical  problems  during the colder
months.  Currently,  non-risk contracts represented 61% of the Company's revenue
for the quarter  ended March 31,  1998.  Under  non-risk  contracts,  seasonally
higher  utilization no longer  materially  adversely effects the Company's gross
margin.

     Changes  in  prices   charged  by   manufacturers   and   wholesalers   for
pharmaceuticals,   a  component  of  pharmaceutical  claims,  have  historically
affected the Company's cost of revenue.  The Company  believes that it is likely
for prices to  continue to  increase  which could have an adverse  effect on the
Company's gross profit.  To the extent such cost increases  adversely effect the
Company's gross profit,  the Company may be required to increase  contract rates
on new contracts and upon renewal of existing contracts.  However,  there can be
no assurance  that the Company will be successful in obtaining  these  increased
rates.

     The TennCare(R)  program has been controversial since its inception and has
generated  federal and state government  investigations  and adverse  publicity.
There can be no assurances that the Company's  association  with the TennCare(R)
program will not adversely affect the Company's business in the future.
 
     On January  27,  1998,  the Company and its wholly  owned  subsidiary,  CMP
Acquisition  Corp.  ("CMP"),  entered into an Agreement  and Plan of Merger with
Continental Managed Pharmacy Services,  Inc.  ("Continental") and certain of its
principal shareholders.  Upon consummation of the merger (the "Merger"), CMP and
Continental   would  merge,   whereupon   Continental  would  be  the  surviving
corporation  and  the  separate  corporate  existence  of CMP  would  terminate.
Thereafter,  Continental  would become a wholly owned subsidiary of the Company.
The Merger is subject to a number of customary


                                       4



conditions to closing. While it is anticipated that the Merger will occur during
the third quarter of 1998,  there can be no  assurances  that the Merger will be
consummated at such time or at all.

     On  April  14,  1998,  the  Company   resolved  its  dispute  with  certain
subsidiaries  of Sierra.  As disclosed in the Company's Form 10-K,  this dispute
related to the parties'  divergent  interpretations of certain provisions of the
Sierra  Agreement,  which led to Sierra's  dispute of certain  amounts which the
Company claimed were owed to it. Under the terms of the settlement, both parties
dismissed their  respective  claims pending in the United States District Court,
District of Nevada and the American Arbitration  Association.  In addition,  the
parties modified a number of provisions of the Sierra  Agreement,  including the
addition of a provision  permitting any party to terminate the Sierra  Agreement
at any time and for any reason upon 90 days'  prior  written  notice.  On May 8,
1998,  the Company  notified  Sierra of its  intention to  terminate  the Sierra
Agreement  90 days  after  notice  thereof in  accordance  with the terms of the
Sierra Agreement.  The Company continues to provide pharmacy benefit  management
services to Sierra  under the Sierra  Agreement  for such 90-day  period  ending
August 6, 1998.
 
     Effective May 15, 1998,  John H. Klein,  then the Company's Chief Executive
Officer,  Chairman of the Board of Directors and a director,  resigned from such
positions with the Company.  Effective on that date,  Richard H.  Friedman,  the
Company's  Chief  Operating  Officer,  Chief  Financial  Officer  and a director
through May 15, 1998,  succeeded  Mr.  Klein as the  Company's  Chief  Executive
Officer. Scott R. Yablon, then a director of the Company,  joined the Company as
an employee on May 1, 1998,  and effective  May 15, 1998,  assumed the titles of
President, Chief Financial Officer and Chief Operating Officer of the Company.


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                                   SIGNATURES
 
     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly caused this  Amendment  No. 1 to  Quarterly  Report on Form
10-Q/A to be signed on its behalf by the undersigned thereunto duly authorized.


                                                           MIM Corporation




 
Date: August 4, 1998                                 /s/ Barry A. Posner        
                                                      --------------------------
                                                     Barry A. Posner
                                                     Vice President
 



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