Rule  424(b)(2);  Registration
                                                      Statement Number 333-27289

                                   PROSPECTUS

                               IMNET SYSTEMS, INC.

                         429,292 SHARES OF COMMON STOCK

                                 $.01 PAR VALUE

This Prospectus  relates to an aggregate of 429,292 shares of Common Stock,  par
value $.01 per share (the "Common  Stock"),  of IMNET Systems,  Inc., a Delaware
corporation  ("IMNET" or the "Company").  All of the Common Stock offered hereby
may be sold from time to time by and for the account of the Selling Stockholders
named in this  Prospectus  (the "Selling  Stockholders"),  or for the account of
pledgees,  donees,  transferees  or other  successors in interest of the Selling
Stockholders. See "Selling Stockholders" herein.

The methods of sale of the Common Stock offered  hereby are described  under the
heading  "Plan of  Distribution."  The Company will receive none of the proceeds
from such sales. The Company will pay all expenses (other than  underwriting and
brokerage expenses, fees, discounts, and commissions,  all of which will be paid
by the Selling Stockholders)  incurred in connection with the offering described
in this Prospectus.

The  Selling  Stockholders  and  any  broker-dealers  that  participate  in  the
distribution   of  the  Common  Stock  offered   hereby  may  be  deemed  to  be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"1933 Act"),  and any  commission or profit on the resale of shares  received by
such  broker-dealers may be deemed to be underwriting  commissions and discounts
under  the  1933  Act.  Upon  the  Company's   being  notified  by  the  Selling
Stockholders  that any material  arrangement has been entered into with a broker
or dealer  for the sale of the shares  through a  secondary  distribution,  or a
purchase by a broker or dealer,  a  supplemented  Prospectus  will be filed,  if
required,  disclosing  among other things the names of such brokers and dealers,
the number of shares involved, the price at which such shares are being sold and
the  commissions   paid  or  the  discounts  or  concessions   allowed  to  such
broker-dealers.

The  Common  Stock  offered  hereby  involves a high  degree of risk.  See "Risk
Factors" beginning on page 4.

Sales of Stock may also be made for the account of the Selling Stockholders,  or
for the account of donees,  transferees  or other  successors in interest of the
Selling Stockholders,  pursuant to Rule 144 under the 1933 Act. The Common Stock
of the Company is listed on the Nasdaq Stock  Market's  National  Market  System
(Symbol:  IMNT).  On May 26,  1997,  the closing  price of the Common  Stock was
$23.875 per share.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
                                                 -----------------

                  THE DATE OF THIS PROSPECTUS IS MAY 27, 1997.

438894.1





AVAILABLE INFORMATION

The  Company is  subject to the  informational  requirements  of the  Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith  files  reports,  proxy  statements  and  other  information  with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other  information  filed by the Company may be inspected  and copied at the
public  reference  facilities  maintained by the  Commission,  450 Fifth Street,
N.W.,  Judiciary  Plaza,  Room 1024,  Washington,  D.C.  20549;  and at regional
offices of the Commission at the Citicorp Center, 500 West Madison,  Suite 1400,
Chicago,  Illinois 60661 and at 7 World Trade Center,  New York, New York 10048.
Copies  of such  material  may be  obtained  by mail from the  Public  Reference
Section of the Commission at 450 Fifth Street, N.W., Washington,  D.C. 20549, at
prescribed  rates. Such material may also be inspected and copied at the offices
of the Nasdaq Stock Market, 1735 K Street, Washington, D.C. 20006-1500, on which
the Company's Common Stock is listed.  In addition,  the Commission  maintains a
site on the World Wide Web portion of the Internet that contains reports,  proxy
and information statements and other information regarding registrants that file
electronically   with   the   Commission.   The   address   of   such   site  is
http://www.sec.gov.

As permitted by the rules and  regulations of the  Commission,  this  Prospectus
omits certain information  contained in the Registration  Statement on Form S-3,
as amended (the "Registration  Statement"),  of which this Prospectus is a part.
For  further  information  with  respect to the  Company  and the Common  Stock,
reference  is made to the  Registration  Statement  and  the  exhibits  thereto.
Statements made in this Prospectus as to the contents of any contract, agreement
or other document are not necessarily  complete;  and while the Company believes
the  descriptions of the material  provisions of such contracts,  agreements and
other  documents  contained in this  Prospectus  are accurate  summaries of such
material  provisions,  reference  is made to such  contract,  agreement or other
document filed as an exhibit to the  Registration  Statement for a more complete
description of the matter involved,  and each such statement is qualified in its
entirety by such reference.

Note:The  discussions in this Prospectus contain forward looking statements that
involve risks and  uncertainties.  Statements  contained in this Prospectus that
are not historical facts are forward looking  statements that are subject to the
safe harbor created by the Private  Securities  Litigation Reform Act of 1995. A
number of important  factors could cause the Company's actual results for fiscal
1997 and beyond to differ  materially from past results and from those expressed
or  implied  in any  forward  looking  statements  made by, or on behalf of, the
Company.  These  factors  include,  without  limitation,  those  listed in "Risk
Factors".

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The Company hereby  incorporates  by reference in this  Prospectus the following
documents previously filed with the Commission pursuant to the Exchange Act: (i)
Annual  Report of the  Company on Form 10-K for the  fiscal  year ended June 30,
1996,  filed on September  30, 1996,  as amended by Form 10-K/A  Amendment No. 1
dated  and  filed on  November  8, 1996 and Form  10-K/A  Amendment  No. 2 dated
November 11, 1996 and filed on November 12, 1996, (ii) Quarterly  Reports of the
Company on Form 10-Q for the fiscal  quarters ended September 30, 1996 (filed on
November 14, 1996),  December 31, 1996 (filed on February 14,  1997),  and March
31,  1997 (filed on May 2,  1997),  (iii) the Current  Report on Form 8-K of the
Company dated September 30, 1996,  filed on October 15, 1996, as amended by Form
8-K/A  Amendment  No. 1 filed on December 12, 1996,  (iv) the Current  Report on
From 8-K of the Company dated March 18, 1997 and filed on April 2, 1997, (v) the
Current  Report on Form 8-K of the Company dated May 15, 1997,  and filed on May
15, 1997, and (vi) the  description of the Company's  Common Stock  contained in
the Company's registration statement filed under Section 12 of the Exchange Act,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

Each document filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act  subsequent to the date of this  Prospectus and prior to the
termination of the offering of the Common Stock pursuant  hereto shall be deemed
to be  incorporated  by  reference in this  Prospectus  and to be a part of this
Prospectus from the date of filing of such document.  Any statement contained in
this  Prospectus or in a document  incorporated  or deemed to be incorporated by
reference in this  Prospectus  shall be deemed to be modified or superseded  for
purposes of the Registration  Statement and this Prospectus to the extent that a
statement  contained in this  Prospectus or in any  subsequently  filed document
that also is or is deemed to be  incorporated  by reference  in this  Prospectus
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of the Registration Statement or this Prospectus.


438894.1
                                        2





The Company will provide  without charge to each person to whom this  Prospectus
is delivered, upon the written or oral request of any such person, a copy of any
or all of the documents that are  incorporated by reference in this  Prospectus,
other than exhibits to such  documents  (unless such  exhibits are  specifically
incorporated by reference into such  documents).  Requests should be directed to
IMNET  Systems,  Inc.,  Attn:  Chief  Financial  Officer,  3015 Windward  Plaza,
Windward Fairways II, Alpharetta, Georgia 30202, telephone 770-521-5600.

                                   THE COMPANY

         IMNET develops,  markets,  installs and services electronic information
and document management systems to meet the needs of the healthcare industry and
other  document-intensive   businesses.  The  Company's  systems  electronically
capture, index, store and retrieve information which is resident on most storage
media,  including magnetic disk, optical disk, microfilm,  paper and x-ray film.
IMNET's  fully  integrated  information  storage  system,  the IMNET  Electronic
Information Warehouse,  allows users to re-engineer their information management
processes  to  access  information  on a  cost-effective  basis  and to  achieve
immediate cost savings  through  productivity  increases.  The IMNET  Electronic
Information Warehouse is used by healthcare providers and healthcare information
systems  ("HCIS")  vendors to create an  electronic  medical  record  ("EMR") by
integrating current and historical patient information with existing information
management  systems.  By providing  access to information  that is not otherwise
available  electronically,  the  Company  believes  that  the  IMNET  Electronic
Information  Warehouse is a necessary  component to create a complete healthcare
information system solution.  Since September 1994, the Company has entered into
agreements to supply its systems through its HCIS Distribution Partners:  Cerner
Corporation,  HBO & Company ("HBOC"),  IDX Systems  Corporation and PHAMIS, Inc.
(collectively the "HCIS Distribution Partners").

         Businesses and other  organizations  have made significant  investments
over the years in information technology with the goal of creating a "paperless"
work environment in which information is made available  electronically  through
computers. Despite dramatic advances in computer technology, only a small amount
of  current  and  historical  information  used by certain  businesses  today is
accessible by computer.  Most of the critical information used by businesses and
other organizations  continues to reside on non-electronic storage media such as
paper, creating costly information management problems including:  (i) delays in
accessing  information;  (ii)  space and  personnel  costs to store  paper-based
records; (iii) lost and misfiled documents;  (iv) single user access to relevant
data;  and (v) errors in entering  and  reading  information.  While  electronic
document  imaging  systems have been developed by several  companies,  no single
platform  has  emerged  as a standard  for  enabling  efficient,  cost-effective
electronic access to all information stored on most types of storage media.

         The need to access  information  by computer  on a  real-time  basis is
particularly  evident in the  healthcare  industry  where the vast  majority  of
patient records are stored in paper files and other formats.  Electronic  access
through computers to current and historical patient information contained in the
patient  file  permits  physicians  and other care  providers  to make  informed
decisions  regarding  patient care, while avoiding  unnecessary costs and delays
such as performing  multiple tests already  administered  by other groups in the
healthcare  organization.  Furthermore,  market-driven efforts to contain rising
healthcare  costs  have  resulted  in an  increasing  demand  for  sophisticated
healthcare information systems that capture patient data on a real-time basis in
an EMR. In order to control healthcare costs while improving the quality of care
provided, physicians need immediate electronic access to patient information.

         IMNET's   Electronic    Information   Warehouse   provides   healthcare
organizations and other document-intensive businesses with a complete electronic
information  management  solution by integrating  current and  historical  data,
regardless of storage media,  with currently  installed  information  management
systems.  IMNET's systems  electronically  capture,  store and retrieve scanned,
microfilmed,  or  computer-generated  documents,  utilizing third party hardware
devices,  while  structuring  the flow of  information  to achieve  increases in
productivity.   IMNET's  hierarchical   information  storage  management  system
provides  necessary patient  information  on-line while adding the capability to
access less essential  information  contained in a more  cost-effective  storage
medium, such as microfilm. The IMNET Electronic Information Warehouse provides a
complementary  extension of existing healthcare information systems and clinical
databases, thereby enabling the creation of a complete EMR.

         IMNET  Systems,  Inc.  was  incorporated  in Delaware  in May 1992.  On
October 5, 1992, the Company acquired substantially all of the assets (the "1992
Acquisition")  of the electronic  imaging  business of IMGE, Inc. and certain of
its  subsidiaries  (collectively,  "IMGE").  The Company's  principal  executive
offices are located at 3015 Windward Plaza,  Windward  Fairways II,  Alpharetta,
Georgia 30202, and the Company's telephone number is 770-521-5600.

438894.1
                                        3






Recent Developments

         In April 1997 IMNET signed a multi-year  Strategic  Business  Agreement
with Tenet  Healthcare  Corporation  ("Tenet").  Tenet,  which is based in Santa
Barbara,  California,  through its subsidiaries  owns or operates 127 acute care
hospitals and numerous related  healthcare  services from coast to coast.  Under
the agreement, IMNET will become the exclusive distributor of certain electronic
healthcare  information and document  management  system technology to Tenet and
its affiliated entities.


                                  RISK FACTORS

         This Prospectus  contains forward looking statements that involve risks
and  uncertainties.  The Company's actual results may differ  significantly from
past results,  and from results  indicated by such forward  looking  statements.
Factors that may cause such differences  include,  but are not limited to, those
discussed below.

         Limited Operating History; Lack of Profitable  Operations.  The Company
commenced  operations  in 1992 and has  sustained  substantial  losses in recent
years,  even though the Company's net income for the nine months ended March 31,
1997 was $3.7 million  ($.37 per share).  These  amounts  reflect  non-recurring
charges of $2.6 million  comprised of (i) $750,000 related to acquisition  costs
associated with the Hunter International, Inc. acquisition, completed during the
three month period ended  September 30, 1996;  (ii) $1.4 million  related to the
write-down  of assets  associated  with its MedVision  product line,  due to the
Value Added Reseller Agreement entered into with ISG Technologies, Inc. in March
1997;  and (iii)  $468,000  related  to  relocation  costs  associated  with the
Company's  move to its new  corporate  headquarters,  which was completed in the
three month period ended March 31, 1997.  The Company's net loss for fiscal 1996
was $6.0 million  ($0.69 per share)  primarily  as a result of $10.4  million of
non-recurring  charges  comprised  of: (1) $5.7  million  related to  in-process
research and development associated with the Company's acquisitions of Evergreen
Technologies, Inc. and Quesix Software, Incorporated completed during the second
quarter of fiscal 1996 and (2) a $4.6 million  non-recurring  charge  related to
the Company's business alliance with HBO & Company recorded in the third quarter
of fiscal 1996.  Exclusive of the  non-recurring  charges,  the Company reported
earnings of $4.3 million for fiscal 1996. Previously, the Company had incurred a
net loss of approximately  $4.1 million ($0.77 per share) for fiscal 1995, and a
net loss of approximately  $5.4 million ($1.38 per share) for fiscal 1994. As of
March 31, 1997, the Company had an accumulated  deficit of  approximately  $16.8
million.  In addition,  the Company will require  significant funds to implement
its business strategies.  The Company may experience losses in the future due to
the  following  factors:  (i) the Company's  operating  expenses are budgeted on
anticipated revenues; (ii) the Company incurs significant expenses in connection
with research and development, and, more recently, the development of its direct
and indirect  selling and  marketing  efforts;  (iii) a high  percentage  of the
Company's  expenses are fixed, and (iv) the Company may incur additional charges
relating to acquisitions and business  alliances.  As a result,  there can be no
assurance  that the Company  will be  profitable  in the  future,  or that funds
provided  by  operations  and present  capital  will be  sufficient  to fund the
Company's ongoing  operations.  The Company believes its current operating funds
will be  sufficient  to finance its cash  requirements  for at least the next 12
months.  If the Company has insufficient  funds,  there can be no assurance that
additional financing can be obtained on acceptable terms, if at all. The absence
of  such  financing  would  have a  material  adverse  effect  on the  Company's
business, including a possible reduction or cessation of operations.

         Variability in Quarterly Operating Results;  Volatility of Stock Price.
Results  of   operations   have   fluctuated   and  may  continue  to  fluctuate
significantly  from  quarter  to  quarter  as a result of a number  of  factors,
including:  (i)  contract  terms and the volume  and timing of system  sales and
customer  acceptances;  (ii) customer  purchasing  patterns,  long sales cycles,
order cancellations and rescheduling of system  installations;  (iii) the mix of
direct and indirect sales;  (iv) the mix of higher-margin  software revenues and
lower-margin hardware revenues; and (v) the actions of competitors. In addition,
the  Company  believes  that  sales  generated  to and by its HCIS  Distribution
Partners and its general  business  distribution  partners,  which are harder to
predict, will increase as a percentage of total revenues. In fiscal 1996 and the
first nine  months of fiscal  1997 the  Company  recognized  revenue  from large
multi-site  licenses and from  transactions in which the Company's  distribution
partners purchased software licenses in quantity for resale. These transactions,
which typically had higher margins, are difficult to predict, particularly as to
when a distribution partner will acquire additional  licenses,  and the quantity
such partner will purchase.  Accordingly, the Company's future operating results
are likely to be subject to significant  variability from quarter to quarter and
could be adversely  affected in any  particular  quarter.  The  Company's  total
revenues  and results of  operations  may also be  affected  by seasonal  trends
including the possibility of higher revenues in the

438894.1
                                        4





Company's  second and fourth fiscal quarters and lower revenues in its first and
third  fiscal  quarters as a result of many  customers'  annual  purchasing  and
budgetary practices and the Company's sales commission practices relying in part
on annual  quotas.  As a result,  the  Company  believes  that  period-to-period
comparisons  of its  revenues  and  results of  operations  are not  necessarily
meaningful  and should not be relied upon as indicators  of future  performance.
Due to the foregoing  factors,  among others,  it is possible that the Company's
operating  results will be below the  expectations of public market analysts and
investors.  In such  event,  the price of the  Company's  Common  Stock could be
materially  and  adversely  affected.  In  addition,  the  market  price for the
Company's  Common  Stock has been  volatile and in the future could be adversely
affected by general trends in the Company's industry,  changes in general market
conditions and other factors.

         Customer   Concentration.   The  Company's   product  sales  have  been
concentrated  in a small number of customers,  and the Company has  historically
derived a substantial  percentage of its total revenues from a relatively  small
number of  customers.  For the nine months ended March 31, 1997,  two  customers
accounted for  approximately  51% of the Company's total revenues.  For the year
ended June 30,  1996,  two  customers  accounted  for  approximately  32% of the
Company's  total revenues.  In fiscal 1995, four customers  accounted for 41% of
the Company's total revenues. In fiscal 1994, two customers accounted for 27% of
the Company's  total  revenues.  Furthermore,  the Company has granted  extended
payment  terms in  several  instances.  Developments  adverse  to the  financial
condition of any of these customers, their failure to honor payment obligations,
or the  inability to replace any such customer  with  significant  new customers
would have a material  adverse  effect on the Company's  financial  position and
results of operations.

         Product Acceptance and Market  Development;  Dependence on Distribution
Partners. The market for electronic information and document management systems,
as it relates to integrated mixed-media healthcare information systems, is still
relatively  new and may not  develop  as  expected.  The  Company's  success  is
dependent  upon market  acceptance  of its products in  preference  to competing
products and products that may be developed by others. There can be no assurance
that the Company's products will achieve a sufficient level of market acceptance
to result in long-term  profitable  operations.  The  Company's  success is also
dependent  on the  success of its  marketing  and  distribution  strategy  which
involves,  to a  significant  degree,  a reliance  upon HCIS vendors to sell the
Company's electronic  information and document management systems as a necessary
component  of  the  integrated  systems  being  marketed  by  such  distribution
partners.  If the HCIS  Distribution  Partners or future  distribution  partners
elect not to include the Company's  products as  components in their  integrated
systems or are unsuccessful in achieving significant sales of those systems, the
Company's business would be materially and adversely affected.

         Long Sales and Delivery Cycle;  Dependence on Future Systems Sales. The
decision  by a  healthcare  provider  to replace or  substantially  upgrade  its
information  systems  typically  involves a major  commitment  of capital and an
extended review and approval process.  Accordingly, the sales and delivery cycle
for the Company's system is typically eight to 24 months from initial contact to
delivery and acceptance of the products.  The time required from initial contact
to contract execution is typically six to 12 months.  During these periods,  the
Company  may expend  substantial  time,  effort and funds  preparing  a contract
proposal and negotiating the contract.  Under customary system sales agreements,
the Company does not record  revenues on products until they have been delivered
and accepted by the customer.  The length of time between contract execution and
acceptance  typically ranges from two to 12 months for an end-user  depending on
the size of the order,  the products  ordered and delivery  terms.  At March 31,
1997, the Company had approximately  $40.0 million of signed sales contracts for
systems and  services  which had not yet been  delivered.  This amount  includes
contracts  for software  license  fees,  hardware  sales and  services  that may
include cancellation provisions that do not pertain to IMNET's performance,  and
contracts  that are  expected to result in revenues  over  periods of as much as
five years. Over time, the proportion of such signed sales contracts represented
by  long-term  contracts  is expected to increase.  Any  significant  or ongoing
failure to achieve signed  contracts and subsequent  customer  acceptance  after
expending  time,  effort and funds could have a material  adverse  effect on the
Company's business.

         Ability to Manage Growth. As a result of both internal  development and
expansion into  additional  applications  and markets,  the Company is currently
experiencing a period of rapid growth and  expansion.  Such growth and expansion
has placed and could  continue to place a  significant  strain on the  Company's
services and support  operations,  sales and administrative  personnel and other
resources.  The Company's ability to manage such growth effectively will require
the Company to continue to improve its  operational,  management  and  financial
systems and  controls  and to train,  motivate  and manage its  employees.  As a
result, IMNET is subject to certain

438894.1
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growth-related  risks,  including  the risk that it will be unable to retain the
necessary  personnel or acquire other resources necessary to service such growth
adequately.

         Risks Associated with  Acquisitions.  As part of the Company's strategy
to enhance and maintain its  competitive  position,  IMNET has  consummated  the
acquisitions   of  several   companies  and  continues  to  evaluate   potential
acquisitions  of  businesses,  products  and  technologies.  In  considering  an
acquisition,  the Company may compete with other  potential  acquirors,  many of
which  may  have  greater  financial  and  operations  resources.  Further,  the
evaluation,  negotiation,  and  integration  of  such  acquisitions  may  divert
significant time and resources of the Company, particularly of management. There
can be no assurance  that suitable  acquisition  candidates  will be identified,
that any  acquisitions  can be  consummated  or that any acquired  businesses or
products  can be  successfully  integrated  into the  Company's  operations.  In
addition,  there can be no  assurance  that the  completed  acquisitions  or any
future  acquisitions  will not have a material  adverse effect upon the Company,
particularly in the fiscal quarters  immediately  following the  consummation of
such  transactions  due to  operational  disruptions,  unexpected  expenses  and
accounting  charges  which  may be  associated  with  the  integration  of  such
acquisitions.

         Risks  Associated  with HBOC  Distribution  Partner  Relationship.  The
Company  entered into a definitive  agreement  with HBOC in the third quarter of
fiscal  1996,  whereby the  Company  will assume  responsibility  for  providing
maintenance  and support to certain  HBOC  customers,  and for  converting  such
customers to use of IMNET's products. There can be no assurance that the Company
will  recover its  investment  in this  relationship,  or that the  maintenance,
support and conversion will be successfully accomplished or profitable.

         Risks Associated with Outsourcing of IMNET MegaSAR  Microfilm  Jukebox.
In the fourth  quarter of fiscal  1996 the Company  granted to SoftNet  Systems,
Inc.  ("SoftNet")  worldwide,  exclusive  manufacturing rights and non-exclusive
distribution  rights  for the  MegaSAR  Microfilm  Jukebox  and  its  associated
technology.  The  Company  retained  the  right to  distribute  the  product  to
healthcare  customers.  Failure by SoftNet to provide  this  product to IMNET as
required under the agreement, or to otherwise satisfy its obligations, including
future  payment  obligations,  could  have an  adverse  effect on the  Company's
business.

         Technological  Changes;  Competition.  The  market  for  the  Company's
products is characterized by continued and rapid technological  advances in both
hardware and software  development  requiring ongoing  expenditures for research
and development and the timely introduction of new products.  Compatibility with
existing and emerging industry standards is essential to the Company's marketing
strategy and research and development efforts. The establishment of standards is
largely a function of user  acceptance,  and standards are therefore  subject to
change.  IMNET's products are dependent upon a number of advanced  technologies,
including  those relating to computer  hardware and software,  storage  devices,
robotics  systems and other peripheral  components,  all of which are subject to
rapid change. To be competitive, IMNET must respond effectively to technological
changes by continuing to enhance its existing  products to incorporate  emerging
or evolving  standards.  There can be no assurance that the Company will be able
to respond effectively to technological  changes or new product announcements or
introductions by others. Furthermore, there can be no assurance that the Company
will be able to access the needed new  technology  at an acceptable  price.  The
market for healthcare information systems is intensely  competitive.  Certain of
the Company's  competitors  have  significantly  greater  financial,  technical,
research and development and marketing  resources than the Company.  Competitors
vary in size and in the scope and breadth of the products and services  offered.
The Company's  products compete both with other  technologies as well as similar
products  developed by other companies,  and other major information  management
companies  may enter  the  market in which  the  Company  competes.  Competitive
pressures and other factors, such as new product introductions by the Company or
its  competitors,  or the  entry  into new  geographic  markets,  may  result in
significant  price  erosion  that could have a  material  adverse  effect on the
Company's business.

         Uncertainty  in  Healthcare  Industry;   Government  Healthcare  Reform
Proposals.  The healthcare industry is subject to changing  political,  economic
and  regulatory  influences  that  may  affect  the  procurement  practices  and
operation of healthcare  providers.  Many  lawmakers  have  announced  that they
intend to propose programs to reform the U.S. healthcare system.  These programs
may contain proposals to increase governmental involvement in healthcare,  lower
reimbursement rates and otherwise change the operating  environment.  Healthcare
providers may react to these  proposals  and the  uncertainty  surrounding  such
proposals  by  curtailing  or  deferring  investments,  including  those for the
Company's products and related services. Cost containment measures instituted by
healthcare  providers as a result of regulatory reform or otherwise could result
in greater  selectivity  in the allocation of capital  funds.  Such  selectivity
could  have a  material  adverse  effect on the  Company's  ability  to sell its
products and related services.

438894.1
                                        6






         The FDA has issued a draft guidance document  addressing the regulation
of certain  computer  products as medical devices under the Federal Food,  Drug,
and Cosmetic Act (the "FDC Act").  Medical  devices are subject to regulation by
the FDA which requires, among other things, premarket notifications or approvals
and  compliance  with  labeling,  registration  and listing  requirements,  good
manufacturing  practices  and  records  and  reporting  requirements.   The  FDA
currently regulates the Company's MedVision product line.

         Dependence  on Key  Personnel.  Kenneth  D.  Rardin and  certain  other
executive  officers have been  primarily  responsible  for the  development  and
expansion of the Company's business, and the loss of the services of one or more
of these  individuals  could have a material  adverse effect on the Company.  In
addition, the Company believes that its future success will be dependent in part
on its continued  ability to recruit,  motivate and retain qualified  personnel.
There can be no assurance  the Company will be  successful  in this regard.  The
Company  maintains a $2.0 million key man life  insurance  policy on the life of
Mr. Rardin.

         Dependence on Proprietary  Rights and Patents.  To develop and maintain
its competitive  position,  IMNET relies primarily upon the technical  expertise
and creative  skills of its personnel,  confidentiality  agreements and, to some
degree, patents and copyrights.  The Company owns patents and has license rights
to certain patents held by third parties. These patents and patent rights relate
to  aspects  of the  technology  used  in  certain  of the  Company's  products.
Successful  litigation  against  the  Company  regarding  its  patents or patent
rights,  or  infringement  by the Company of the patent rights of others,  could
have a  material  adverse  effect  on the  Company's  business.  There can be no
assurance  that  patents  issued  to or  licensed  by the  Company  will  not be
challenged or circumvented  by competitors or be found to be sufficiently  broad
to protect  the  Company's  technology  or to  provide  it with any  competitive
advantage.  In  addition,   there  can  be  no  assurance  that  confidentiality
agreements will not be breached or that the Company will have adequate  remedies
for any such breach.

         There  has been  substantial  litigation  regarding  patent  and  other
intellectual property rights in the computer industry. Although to the knowledge
of the Company  there are no claims  pending  against or involving  the Company,
there can be no  assurance  that such  claims  will not be  instituted.  Adverse
determinations  in any such claim  could  subject  the  Company  to  significant
liabilities to third parties and could require the Company to seek licenses from
third  parties.  There  can be no  assurance  that  any  such  licenses  will be
available on commercially reasonable terms.

         Product   Liability.   The  Company's  products  are  used  to  provide
information  that relates to healthcare  enterprise  operations and  information
that may be used in other  critical  applications.  Any failure by the Company's
systems  to  provide  accurate  and timely  information  could  result in claims
against the Company.  The Company maintains  insurance to protect against claims
associated with the use of its products,  but there can be no assurance that its
insurance  coverage  would  adequately  cover any  claim  asserted  against  the
Company.  A  successful  claim  brought  against  the  Company  in excess of its
insurance  coverage could have a material  adverse  effect on the Company.  Even
unsuccessful  claims  could  result  in the  Company's  expenditure  of funds in
litigation and management time and resources. There can be no assurance that the
Company will not be subject to product liability  claims,  that such claims will
not  result  in  liability  in  excess  of its  insurance  coverage  or that the
Company's  insurance will cover such claims or that  appropriate  insurance will
continue to be available to the Company in the future at commercially reasonable
rates.

         Foreign  Operations.  Approximately  8% of the Company's total revenues
for the fiscal year ended June 30, 1996, and 4% of the Company's  total revenues
for the  nine-month  period ended March 31,  1997,  were  attributable  to sales
outside the United  States.  Sales to  customers  outside the United  States are
subject to incremental  risks,  including the  following:  (i) agreements may be
more  difficult to enforce and  receivables  more  difficult to collect  through
foreign  legal  systems;  (ii) to the extent  the  Company  invoices  in foreign
currencies in the future,  exchange rate fluctuations could adversely affect the
Company's  results of  operations;  (iii)  foreign  customers  often have longer
payment cycles;  and (iv) foreign  countries could impose  withholding  taxes or
otherwise  tax the  Company's  foreign  income,  impose  tariffs,  embargoes  or
exchange  controls or adopt other  restrictions  on foreign trade.  To date, the
Company's  results of operations  have not been  adversely  affected by currency
exchange rate fluctuations  because the Company has invoiced all of its sales in
United States dollars.  The Company  anticipates  that revenues  attributable to
sales outside the United States will decline as a percentage of total revenues.

         Shares  Eligible  for Future Sale.  A  substantial  number of shares of
Common Stock are currently  available and will become  available for sale in the
public market at prescribed  times  following the  completion of this  offering.
Sales of  substantial  amounts of Common  Stock in the public  market  after the
offering under Rule 144 promulgated

438894.1
                                        7





under  the  Securities  Act of  1933,  as  amended  (the  "Securities  Act")  or
otherwise,  or the perception that such sales could occur,  may adversely affect
prevailing market prices of the Common Stock and could impair the future ability
of the Company to raise capital through an offering of its equity securities. In
addition,  certain  stockholders have the right to demand registration under the
Securities  Act of  additional  shares  of Common  Stock and to have  additional
shares of Common Stock included in future  registered public offerings of Common
Stock. This right has been exercised in part in connection with this offering.

         Certain  Anti-Takeover  Considerations.  The Company's  Bylaws  contain
certain  provisions that could have the effect of making it more difficult for a
third party to acquire,  or of  discouraging  a third party from  attempting  to
acquire,  control of the  Company.  Such  provisions  could limit the price that
certain  investors  might be  willing  to pay in the  future  for  shares of the
Company's  Common Stock.  Certain of such  provisions  will allow the Company to
issue  Preferred  Stock with rights  senior to those of the Common  Stock and to
impose  various  procedural  and other  requirements  which  could  make it more
difficult for shareholders to effect certain corporate actions.

                                 USE OF PROCEEDS

         The Company will not receive any of the  proceeds  from the sale of the
Common Stock offered by the Selling Stockholders.

                              SELLING STOCKHOLDERS

         The  IMNET  Common  Stock to which  this  Prospectus  relates  is being
offered by Larry C. Hunter and Paul Sherman  (the  "Selling  Stockholders").  On
September 30, 1996, IMNET Oregon  Acquisition  Corporation  ("IMNET Oregon"),  a
wholly owned  subsidiary of the Company,  was merged (the "Hunter  Merger") with
and into Hunter International, Inc. ("Hunter") pursuant to an Agreement and Plan
of Merger dated as of September  30, 1996,  between the Company,  IMNET  Oregon,
Hunter  and  the  Selling  Stockholders  (the  "Hunter  Merger  Agreement").  An
aggregate  of  429,292  shares  were  issued  to the  Selling  Stockholders,  in
connection  with the  Hunter  Merger.  The  Selling  Stockholders  received  and
exercised  demand  registration  rights with  respect all of the shares of IMNET
stock received by them pursuant to the Hunter Merger Agreement.

         The  following  table  states the  number of shares of the  outstanding
Common Stock of the Company  owned by the Selling  Stockholders  as of March 31,
1997, the number of such shares which may be sold for the account of the Selling
Stockholders.



                                                                    Beneficial Ownership
Beneficial Owner                                                  Prior to the Offering(1)
                                                        --------------------------------------------
                                                             Shares                 Percentage
                                                        ----------------       ---------------------
                                                                               
Larry C. Hunter(2)...................................       321,969(4)                 3.4%
Paul Sherman(3)......................................       107,323(5)                 1.1%

- ----------------


(1)      Percentage  is the  percentage of  outstanding  shares of each class of Common Stock  beneficially owned as of March 31,
         1997. As of such date, 9,634,714 shares of Common Stock were  outstanding.  Upon completion of this  offering,  if  all
         offered  securities  are  sold,  the  Selling Stockholders will not own any shares of Common Stock.

(2)      Prior to the Hunter Merger, Mr. Hunter was an officer, director and stockholder of Hunter. Mr. Hunter is an employee of the
         Company.

(3)      Prior to the Hunter Merger, Mr. Sherman was an officer, director and stockholder of Hunter.  From the date of the Hunter
         Merger until December 31, 1996, Mr. Sherman was an employee of the Company.

(4)      Includes 32,197 shares held in escrow pursuant to the Hunter Merger Agreement.  Such shares will not be available for sale
         until September 30, 1997.

(5)      Includes 10,732 shares held in escrow pursuant to the Hunter Merger Agreement.  Such shares will not be available for sale
         until September 30, 1997.




438894.1
                                        8




                              PLAN OF DISTRIBUTION

         The Company has been advised that the  distribution of the Common Stock
by the Selling  Stockholders  may be  effected  from time to time in one or more
transactions  (which may involve block  transactions) (i) on the Nasdaq National
Market on which the Company's Common Stock are listed,  in transactions that may
include  special  offerings  and  exchange  distributions  pursuant  to  and  in
accordance with the rules of such exchanges,  or (ii) in transactions  otherwise
than  on  the  Nasdaq  National  Market,   or  in  a  combination  of  any  such
transactions.  Such transactions may be effected by the Selling  Stockholders at
market  prices  prevailing  at the  time of  sale,  at  prices  related  to such
prevailing market prices,  at negotiated prices or at fixed prices.  The Selling
Stockholders  may effect such  transactions  by selling  the Common  Stock to or
through  broker-dealers and such broker-dealers will receive compensation in the
form of discounts or commissions  from the Selling  Stockholders and may receive
commissions  from the  purchasers  of the Common  Stock for whom they may act as
agent (which  discounts or  commissions  from the Selling  Stockholders  or such
purchasers  will  not  exceed  those  customary  in  the  type  of  transactions
involved).

         Any  broker-dealers  that participate with the Selling  Stockholders in
the distribution of the Common Stock, may be deemed to be "underwriters"  within
the meaning of the 1933 Act, and any  commissions or discounts  received by such
broker-dealers  and  any  profit  on the  resale  of the  Common  Stock  by such
broker-dealers  might be deemed to be  underwriting  discounts  and  commissions
under such act.

         Upon the Company's being notified by the Selling  Stockholders that any
material  arrangement has been entered into with a broker or dealer for the sale
of the Common Stock through a secondary distribution,  or a purchase by a broker
or dealer,  a supplemented  Prospectus will be filed,  if required,  pursuant to
Rule 424(b) under the 1933 Act, disclosing (a) the names of such broker-dealers,
(b) the number of shares involved,  (c) the price at which such shares are being
sold,  (d) the commission  paid or the discounts or concessions  allowed to such
broker-dealers,  (e) where applicable,  that such broker-dealers did not conduct
any investigation to verify the information set out or incorporated by reference
in this  Prospectus,  as  supplemented,  and (f)  other  facts  material  to the
transaction.

                                  LEGAL MATTERS

         Certain legal  matters in  connection  with the Common Stock covered by
this Prospectus are being passed upon by Arnall Golden & Gregory, LLP.

                                     EXPERTS

         The consolidated financial statements and schedule of the Company as of
June 30, 1996 and 1995, and for each of the years in the three-year period ended
June 30,  1996,  included in the  Company's  Form 10-K for the fiscal year ended
June 30, 1996 have been incorporated by reference herein and in the registration
statement  in reliance  upon the report of KPMG Peat  Marwick  LLP,  independent
certified public accountants,  dated August 13, 1996,  incorporated by reference
herein,  and upon the  authority  of said  firm as  experts  in  accounting  and
auditing.

         The consolidated financial statements and schedule of the Company as of
June 30, 1996 and 1995, and for each of the years in the three-year period ended
June 30, 1996 included in the Company's Current Report on Form 8-K dated May 15,
1997,  have  been  incorporated  by  reference  herein  and in the  registration
statement  in reliance  upon the report of KPMG Peat  Marwick  LLP,  independent
certified public accountants, dated February 27, 1997, incorporated by reference
herein,  and upon the  authority  of said  firm as  experts  in  accounting  and
auditing.


438894.1
                                        9