SecProbe.io

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Mail Stop 0309

									October 21, 2004

Barry A. Posner, Esq.
MIM Corporation
100 Clearbrook Road
Elmsford, New York  10523

Re:  	MIM Corporation
Form S-4 Registration Statement
	File No. 333-119098

Dear Mr. Posner:

We have conducted a limited review of your filing and have the
following legal 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.

Comments applicable to the entire document

1. It appears that you may intend to use this prospectus for the
reoffering to the public of securities by persons receiving stock in
the merger.  Please refer to General Rule A. 1 to the Form S-4 and
advise.  If so, please provide the information specified in Item 7 of
the Form S-4.

2. We do not think you have provided an adequate description of how
the company will be managed, and by whom, subsequent to the merger.
Also, investors need appropriate information about the ownership of
the company after the merger.  Please provide the information
specified in Item 403 of Regulation S-K for the combined company.

3. Please revise your document to include the information regarding
management specified in Item 18(a)(5) and (7) of the Form S-4 for the
combined company subsequent to the merger.  Also include the
appropriate consents as specified in Rule 436 of Regulation C.

4. It is unclear whether any members of MIM`s management have
provisions in their employment agreements that could be triggered as
a result of the merger transaction.  Please advise or revise as
appropriate.

5. At various places in the document you indicate that you expect to
achieve cost savings and operating synergies as a result of the
merger.  However, you have not adequately discussed the steps you
will take to achieve these anticipated results.  For example, do you
anticipate terminating employees and/or closing facilities?  Please
revise the document accordingly.

Prospectus Cover Page

6. Currently your cover page is dense and difficult to read.  This is
due, in part, to the inclusion of excess information about the
proposed transaction and an emphasis on the mechanics of the
transaction rather than the interests of the investors.  It is also
presented in a typeface size too small to be easily read.  Please
limit the cover page to the information specified in Item 501 of
Regulation S-K and such other minimal, additional information as is
necessary for an investor to make an informed decision.  We note that
a good deal of the information is repeated in the Q & A section and
the Summary.  Since information should only be provided once in the
forepart of the document, you need to choose which part of the
forepart of the document is the most appropriate place to present the
information.  For example, the information in the second paragraph
about the meetings could be deleted since the notices of the meetings
immediately following this page contain the same information.  You
could delete the third paragraph because the information in it
repeats information already provided in the first paragraph and again
in the fifth paragraph.

7. Please revise the cross reference to the risk factor section to
make it more prominent and to delete the parenthetical phrase.  If
the information in parenthesis is material, present it in its own
sentence.   Also, we do not understand why the third paragraph is
presented in bold face type.  Is this information more important than
the remainder of the information on the page?

8. Once you have deleted all of the repetitive and unnecessary
information, you should increase the size of the typeface so that it
is at least as large and legible as 10-point modern type.  Please
refer to Rule 420 of Regulation C.

Questions and Answers - page 2

9. If you retain this section, the Q and A`s should be limited to
procedural matters and should not include any matters related to the
substance of the transaction.  In addition, it should not include
information that is presented elsewhere in the forefront of the
document.  Currently, most of the Q and A`s involve substantive
matters and/or repeat information also provided on the cover page, in
the notices of the meetings and in the Summary.  We think that in
most cases, the repetitive information is more appropriately
disclosed in the Summary.  Please revise the entire section
accordingly.

Summary - page 8

10. Item 503(a) of Regulation S-K indicates that the summary should
be a brief overview of the key aspects of the offering.  However,
your summary currently is 13 pages long.  Some of the information is
repetitive.  For example, the information about the special meetings
found on pages 8-10 has already been discussed on the cover page, the
notices of the special meetings and the Q & A section.  It will also
be discussed again in the body of the prospectus.  Please revise the
summary to delete all redundant information so that information is
provided just once in the forefront of the document.

11. It is not clear from the summary what information you intend to
highlight for shareholders.  In part, this is due to a lack of a
clear organizational framework for the disclosure.  The summary
should present information in order of importance to your
shareholders.  Please rewrite the summary from their perspective.  We
think the shareholders of both companies will find the disclosure
most helpful if you follow the d3escription of the companies with an
explanation of how the merger will affect their investment.  This
includes a discussion of the exchange ratio, appraisal rights and
material federal income tax consequences and the percentage of MIM to
be owned by the current MIM shareholders and the Chronimed
shareholders, assuming the transaction is approved.  Also, if the
outcome of either vote is assured, this should be clearly stated.

12. Please delete the discussion of the "Form of the Merger" from
page 10.  While this information is important to lawyers and the
people writing this document, it is not likely to be important to
stockholders and their investment decision, and should not be
included here.

13. We do not understand why you have bolded language in the last
paragraph on page 12 and the first paragraph of page 13.  Is the
bolded information more important than the other information on these
pages?  Please revise to delete it.

Comparative Per Share Information (Unaudited) - page 16

14. Here and elsewhere in the document you have presented
information, such as footnotes and financial information, in a type
size smaller than the remainder of the narrative.  Please revise the
entire document so that the same type size is used throughout.

Risk Factors - page 22

15. Currently your introductory paragraph is unnecessarily legalistic
and wordy.  For example, the first sentence contains 95 words and
repeats the subjects being voted on.  Please revise it in plain
English and eliminate the unnecessary repetition.

If the merger is completed, the combined company may be unable... -
page 23

16. As currently written, this risk factor is too generic to be
meaningful to your investors.  Please revise it to include an
adequate factual context for evaluating the risk, quantifying the
disclosure to the extent practicable.  For example, what cost savings
are you anticipating?  What physical consolidations are you
contemplating?  What sorts of unknown liabilities and unknown costs
are you referring to?  Please revise the risk factor accordingly.

Whether or not the merger is completed, the announcement and pendency
of the merger could cause disruptions in the businesses of MIM and
Chronimed... - page 24

17. Since the merger has been pending since August 9th, we anticipate
that you will revise this risk factor to discuss any adverse
consequences that either company has actually experienced to date.

The commencement of the legal proceeding against Chronimed and its
board of directors... - page 24

18. Both the subheading and the body of the risk factor assume that
shareholders know facts about this litigation that you have not yet
discussed in the document.  For example, what legal proceedings are
you referring to?  What do they relate to and why have they been
filed?  What is the timeframe for resolution of the proceedings?
How, specifically, will the proceedings cause disruptions in the
businesses of both Chronimed and MIM?  Please revise both the risk
factor and its subheading to describe a specific risk and specific
adverse consequences to each company.  The revised risk factor should
also contain an adequate factual context for evaluating the risk.

The price of the combined company`s common stock may decline as a
result of the disposition of a substantial number of shares of stock
after completion of the merger. - page 25

19. As currently written, the disclosure does not provide an adequate
factual context for evaluating the risk.  While the first sentence
refers to sales by MIM`s management, none of the disclosure discusses
the extent of management`s ownership.  In addition, the information
about Chronimed management`s ownership is too complicated.  What
matters to investors is the aggregate amount of shares to be owned by
Chronimed`s management after the merger, not whether they are owned
as the result of accelerated vesting of options.  Please revise the
disclosure to simply disclose the aggregate numbers of shares to be
owned by management subsequent to the merger and delete the
references to the accelerated vesting of options.

Obtaining regulatory approvals may delay or prevent completion of the
merger... - page 25

20. Please provide factual support for the claims you make in this
risk factor.  For example, do you have some reason to anticipate that
these approvals could be delayed beyond the date the shareholders
approve the transaction?  Do you have a reason to believe
restrictions might be imposed by federal or state authorities?   If
so, explain why.  Also disclose the date the waiting periods will
expire under the relevant regulations.  At present, this "risk
factor" appears to be nothing more than speculation about
possibilities, rather than a discussion of a specific risk and its
specific potential adverse consequences.  Please revise it to
identify a specific risk.  If you cannot do this, please delete this
risk factor.

Loss of key management as a result of the merger could adversely
affect the combined company`s business. - page 27

21. Currently, this risk factor and its subheading are so vague and
generic that they could apply to any company in any industry.  Please
revise them to be specific to your company and your situation.  For
example, who are your "key managers" and what role do they play in
your company?  Do you have reason to believe any of them will leave?
How would you replace them?  What specific adverse consequences would
you experience if each of them left?

Cautionary Statement Regarding Forward-Looking Statements - page 28

22. Currently, the disclosure in this section is excessively
legalistic and wordy.  Please revise it in plain English.  Also,
readers are not likely to know what you mean when you say that
statements are "within the meaning of the ... Act."  If you retain
the references to the Private Securities Litigation Reform Act,
please include a plain English explanation of what the Act provides
for.  Provide similar disclosure for the term "safe harbor."

The Merger - page 29

23. The second sentence of the introductory paragraph is
inappropriate and should be deleted.  The discussion in this section
should discuss all material provisions in the merger agreement and
the financial advisors.  However, we will not object if you simply
urge investors to read the referenced documents.

MIM Reasons for the Merger - page 39

24. In the fourth bullet on page 41 you refer to "certain
investigations involving Chronimed."  Please be more explicit.  In
addition, we note that there is no risk factor or any other
disclosure in this document regarding an investigation of Chronimed.
Please explain why such disclosure is not provided.

Opinion of Financial Advisor to MIM Board of Directors - page 41

25. Please provide us with copies of any analyses, presentations or
similar materials prepared for or by the financial advisor in
connection with rendering the fairness opinion.

26. Please revise the tables in the discussion to also show the
individual results for the companies used in each comparison.

27. Please revise the "Comparable Company Analysis" to describe how
the advisor chose the companies and/or transactions used in the
comparisons and explain why, "given the inherent differences between
the business, operations and prospects of MIM and Chronimed and the
business, operations and prospects of the companies included in the
comparable company analysis" that the results are meaningful in
evaluating this transaction.  We note that the disclosure refers to
"qualitative judgments" concerning differences between the companies,
but does not describe what those judgments were.  We also note that
you have not included the relevant calculations for MIM and Chronimed
in the table on page 45.  Please revise the disclosure accordingly.

28. For each analysis conducted, please clearly disclose the
calculations for each of MIM and Chronimed and compare them to the
calculations you made for the comparison companies and transactions.

29. Please make similar revisions to the discussion of "Comparable
Transaction Analysis" on page 46.

30. Please clearly indicate whether each analysis conducted by the
financial advisor contributed to its conclusion that the
consideration was fair.

Chronimed Reasons for the Merger - page 48

31. Please replace the acronyms used in the discussion with the terms
for which the acronyms stand.  See, for example, "PBM," "IVIG," and
"CMS" on page 48.

32. Please revise the discussion of negative factors on page 50 to
identify "the other negative factors" referenced in the second
paragraph of page 50.  Also indicate that you have disclosed all
material negative factors considered.

Recommendation of the Chronimed Board of Directors - page 51

33. Please revise the second paragraph under this heading to delete
the word "may" from the second sentence.

Opinion of Financial Advisor to the Chronimed Board of Directors -
page 51

34. Please provide us with copies of any analyses, presentations or
similar materials prepared for or by the financial advisor in
connection with rendering the fairness opinion.

35. Please eliminate the bold face type in the last two paragraphs on
page 51, or in the alternative, explain why the bold faced
information is more important than the remainder of the information
on the page.

36. Please revise the next to last paragraph on page 51 to eliminate
the word "should" from the second sentence.  While you may urge
investors to read it, it is inappropriate to say that they "should."
In addition, you are required to include and investors are entitled
to rely on the summary information included in this section of the
document.  It is inappropriate to say that the summary "is qualified
in its e