form_s3a-040903
   As filed with the Securities and Exchange Commission on May __, 2003

                         Registration No. 333-103196

                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                               AMENDMENT NO. 2
                                      TO
                                   FORM S-3

                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                            MEDIX RESOURCES, INC.
            (Exact name of registrant as specified in its charter)

                                   Colorado
        (State or other jurisdiction of incorporation or organization)

                                  84-1123311
                   (I.R.S. Employer Identification Number)

                             The Graybar Building
                       420 Lexington Avenue, Suite 1830
                           New York, New York 10170
                                (212) 697-2509
 (Address, including zip code, and telephone number, including area code, of
                  registrant's principal executive offices)

                                Mark W. Lerner
                             The Graybar Building
                       420 Lexington Avenue, Suite 1830
                           New York, New York 10170
                                (212) 697-2509
   (Name, address, including zip code, and telephone number, including area
                         code, of agent for service)

                               With Copies to:

                           Peter H. Ehrenberg, Esq.
                            Lowenstein Sandler PC
                             65 Livingston Avenue
                          Roseland, New Jersey 07068
                                (973) 597-2500

       Approximate date of commencement of proposed sale to the public:
     As soon as practicable after the effective date of this Registration
                                  Statement.

If the only securities  being registered on this Form are being offered pursuant
to a dividend or interest  reinvestment  plans,  please check the following box:
[_]

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering. [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registrations  statement number of the earlier effective  registration statement
for the same offering. [ ]

If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box. [ ]

                       CALCULATION OF REGISTRATION FEE

---------------------------------------------------------------------------
 Title of each                   Proposed       Proposed
   class of      Amount to be     maximum       maximum       Amount of
 securities to    registered     offering      aggregate     registration
 be registered      (2)(3)       price per      offering        fee(1)
                                 unit (1)      price (1)
---------------------------------------------------------------------------

   Shares of      21,360,833       $.60       $12,816,500       $1,229
 common stock,
   par value
$.001 per share
---------------------------------------------------------------------------

(1) The offering price is being estimated  solely for the purpose of calculating
the registration  fee. In accordance with Rule 457(c),  the price shown is based
upon the average of the high and low prices of Medix's  common stock on February
10,  2003,  as  reported on the  American  Stock  Exchange.  The fee was paid on
February 12, 2003.

(2) Includes 11,684,583 shares of common stock covered by warrants issued (i) in
private placements and (ii) as fees to finders in private placements.

(3)  Pursuant  to Rule 416 under the  Securities  Act,  such number of shares of
common stock registered  hereby shall include an indeterminate  number of shares
of common  stock  that may be issued in  connection  with a stock  split,  stock
dividend, recapitalization or similar event.

The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933 or  until  this  Registration  Statement  shall  become
effective on such date as the Commission  acting  pursuant to said Section 8(a),
may determine.


                Subject to completion, dated May __, 2003.

PROSPECTUS

                            MEDIX RESOURCES, INC.

                      21,360,833 Shares of Common Stock

     The  securityholders  of Medix  Resources,  Inc. named herein will have the
right to offer and sell up to an  aggregate of  21,360,833  shares of our common
stock under this  prospectus.  The shares were  purchased  from Medix in private
placements or are covered by warrants that were issued (i) in private placements
or (ii) as fees to finders in private placements.

     Medix will not receive  directly any of the proceeds from the sale of these
shares by the selling securityholders.  However, Medix will receive the proceeds
from  the  exercise  of  warrants  to  purchase  some of the  shares  to be sold
hereunder. See "Use of Proceeds". Medix will pay the expenses of registration of
these shares.

     Medix's  common stock is traded on the American  Stock  Exchange  under the
symbol  "MXR".  On April 30 , 2003,  the  closing  price of our  common  stock was
reported as $0.31 .

The securities  offered hereby involve a high degree of risk. See "Risk Factors"
beginning on page 3 for certain risks that should be  considered by  prospective
purchasers of the securities offered hereby.

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or disapproved of these securities or determined if this
prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.

               The date of this prospectus is May [__], 2003

The  information  in this  prospectus  is not  complete  and may be changed.  No
dealer,  salesman or other person has been authorized to give any information or
to make any representation not contained in or incorporated by reference in this
prospectus and, if given or made, such information or representation must not be
relied upon as having been authorized by us, the selling  securityholders or any
other  person.  This  prospectus  does  not  constitute  an  offer  to sell or a
solicitation  of an offer to buy any of the  securities  offered  hereby  in any
jurisdiction  to any person to whom it is unlawful to make such an offer in such
jurisdiction.  Neither  the  delivery  of  this  prospectus  nor any  sale  made
hereunder  shall,  under any  circumstances,  create  any  implication  that the
information  herein is correct as of any time  subsequent  to the date hereof or
that there has been no change in our affairs since such date.



                              TABLE OF CONTENTS

SUMMARY
RECENT DEVELOPMENTS
RISK FACTORS
FORWARD-LOOKING STATEMENTS
THE COMPANY
USE OF PROCEEDS
SELLING SECURITYHOLDERS
DESCRIPTION OF THE SECURITIES
PLAN OF DISTRIBUTION
INDEMNIFICATION OF OFFICERS AND DIRECTORS
WHERE YOU CAN FIND MORE INFORMATION ABOUT US
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
LEGAL MATTERS
EXPERTS


                                   SUMMARY

     The following summary highlights some information from this prospectus.  It
is not  complete  and does not  contain all of the  information  that you should
consider  before  making an  investment  decision.  You should  read this entire
prospectus,  including the "Risk Factors" section and the financial  statements,
related notes and the other more  detailed  information  appearing  elsewhere or
incorporated by reference in this prospectus.  Unless otherwise indicated, "we",
"us",  "our" and similar  terms,  as well as  references  to the  "Company"  and
"Medix",  refer to Medix  Resources,  Inc. and its  subsidiaries  and not to the
selling  securityholders.  All industry statistics  incorporated by reference in
this  prospectus  were  obtained  from data  prepared or provided by  recognized
industry sources.

     This  prospectus  covers the offering and sale of 21,360,833  shares of our
common stock to the public by certain selling  securityholders  listed under the
heading selling  securityholders  in this prospectus,  of which 9,676,250 shares
are issued and outstanding and 11,684,583 shares are covered by warrants held by
the  selling  securityholders.   See  "Selling  Securityholders".   The  selling
securityholders  purchased the shares of common stock and the warrants  covering
shares of common  stock from us in one or more  private  placements  or received
warrants  as fees for  serving as finders in  private  placements.  We  received
aggregate  proceeds in those private  placements of  $3,870,500.  As part of the
private  placements,  we agreed to register the shares of common stock issued or
issuable  pursuant to warrants under the Securities Act of 1933, as amended.  We
also agreed to register the shares of common stock covered by warrants issued to
finders as fees in private  placements.  As of March 31, 2003 we had  80,767,065
shares of our common stock outstanding, and approximately 36,250,222 shares were
issuable upon the exercise of outstanding options, warrants or other rights, and
the conversion of outstanding preferred stock.

     We develop,  distribute and deploy connectivity products for Internet-based
communications and information management by medical service providers.  We have
no  revenues  from  current  operations  and are  funding  the  development  and
deployment  of our  products  through  the  sales  of our  securities.  See "The
Company" and "Risk Factors".

     Because  of our  continuing  losses,  and the lack of  certain  sources  of
capital  to fund our  development  of  connectivity  products,  our  independent
accountants  included a "going concern" uncertainty in their audit report on our
audited  financial  statements  for the year ended December 31, 2002. The "going
concern"  uncertainty  signifies  that  significant  questions  exist  about our
ability to continue in business. See "Risk Factors".

     Our principal  executive office is located at 420 Lexington  Avenue,  Suite
1830, New York, New York 10170, and our telephone number is (212) 697-2509.


                             RECENT DEVELOPMENTS

     On March 4, 2003, we purchased from Comdisco Ventures,  Inc.  substantially
all of the  assets  formerly  used  by  ePhysician,  Inc.  in its  software  and
technology  business  prior to its  cessation  of  operations  in  2002.  We are
evaluating the newly acquired  technology to determine how best to integrate our
Cymedix  technology  with the  ePhysician  technology,  resulting  in our merged
technology (the "Merged  Technology").  From its formation in 1998,  through its
cessation of  operations  in November  2002,  ePhysician  developed and provided
ePhysician  Practice,  a suite of software  products that enables  physicians to
prescribe  medications,  access drug reference  data,  schedule  patients,  view
formulary  information,  review critical patient information and capture charges
at the point of care using a Palm OS(R)-based handheld device and the Internet.

     On March 5, 2003, we terminated  our merger  agreement  with  PocketScript,
LLC. We had entered into a  non-binding  Letter of Intent with  PocketScript  on
October 30, 2002 and had executed a definitive  merger agreement on December 19,
2002 to acquire PocketScript subject to certain conditions of closing.


                                 RISK FACTORS

     An  investment  in our common  stock  involves a high  degree of risk.  You
should  carefully  consider the following risk factors and other  information in
this prospectus  before  investing in our common stock. The trading price of our
common stock could  decline due to any of these  risks,  and you may lose all or
part of your investment.

Our continuing  losses endanger our viability as a going-concern  and caused our
accountants to issue a "going concern" exception in their annual audit report.

     We reported net losses of  $9,014,000,  $10,636,000  and $5,415,000 for the
years ended  December 31,  2002,  2001 and 2000,  respectively.  At December 31,
2002, we had an  accumulated  deficit of $43,073,000  and a net working  capital
deficit of $252,000.  Our products are in the development  and early  deployment
stage and have not generated any revenue to date. We are funding our  operations
through the sale of our securities.  Our independent accountants have included a
"going  concern"  exception in their audit reports on our audited 2002, 2001 and
2000 financial statements.

Our need for  additional  financing  is acute and  failure  to  obtain  adequate
financing could lead to the financial failure of our company.

     We expect to continue to experience  losses,  in the near term,  until such
time as the Merged  Technology can be successfully  deployed with physicians and
produce  revenue.  The continuing  development,  marketing and deployment of the
Merged Technology will depend upon our ability to obtain  additional  financing.
The Merged  Technology  is in the  development  stage and has not  generated any
revenue to date.  We are  funding  our  operations  now  through the sale of our
securities.  There can be no assurance that additional investments or financings
will be available  to us on  favorable  terms or at all as needed to support the
development  and  deployment  of the Merged  Technology.  Failure to obtain such
capital on a timely basis could result in lost business opportunities,  the sale
of the Merged  Technology at a distressed price or the financial  failure of our
company.

We have a limited number of authorized shares of common stock for issuance,  and
if our  shareholders  do not approve of an increase in the authorized  number of
shares of our common stock, we will be unable to raise additional capital.

     We  currently  have  125,000,000  shares of  common  stock  authorized  for
issuance under our certificate of incorporation,  and as of March 31, 2003, have
80,767,065  outstanding  shares of common stock and 36,250,222  shares of common
stock  reserved for issuance under existing  options,  warrants and  outstanding
shares of our convertible  preferred stock.  Thus, we only have 7,982,713 shares
of common stock that are  available  for issuance.  We have  requested  that our
shareholders  approve, at a special meeting of shareholders,  an increase in the
number of  shares  of  common  stock  that we are  authorized  to issue  from
125,000,000 to  400,000,000 .  However, we cannot predict the outcome of that
vote. If our shareholders do not approve of the increase in the number of shares
of common  stock  that we are  authorized  to issue,  we will be unable to raise
additional capital.

We have  frequent  cash flow  problems  that often cause us to be  delinquent in
making  payments to our vendors and other  creditors,  which may cause damage to
our  business  relationships  and cause us to incur  additional  expenses in the
payment of late charges and penalties.

     During  2002,  from time to time,  our lack of cash flow caused us to delay
payment  of our  obligations  as they  came due in the  ordinary  course  of our
business.  In some cases,  we were  delinquent in making payments by the legally
required  due dates.  At our four  office  locations,  we had 48 monthly  rental
payments due in the aggregate during 2002. Two of those payments were late. Such
payments  were paid  within 30 days of their due  date.  All  payments  plus any
required penalties were ultimately paid with respect to our 2002 obligations. We
had 26 Federal  withholding  and other  payment due dates.  Of those,  three due
dates were  missed.  The  resulting  delinquencies  ranged  from one to ten days
before the required payments were made. We paid the resulting  penalties as they
were billed.  We had state  withholding  obligations  in five states,  Colorado,
California,  Georgia,  New  Jersey  and New York.  Although  we were not late in
making withholding  payments in those five states during 2002, we have been late
in prior periods. Similarly, although we were not late in making deposits of our
employees'  401(k)  contributions  during 2002, we have been late in making such
deposits in the past.  During 2003,  we may be  delinquent  from time to time in
meeting our obligations as they become due.

While we have had operations since 1988, we are better  considered a development
stage  company,  which  means our  products  and  services  have not yet  proved
themselves commercially viable and therefore our future is uncertain.

     Although we have had operations  since 1988,  because of our move away from
temporary healthcare staffing,  we have a relatively short operating history and
limited  financial  data upon which you may evaluate our business and prospects,
and are better considered a development stage company. In addition, our business
model is likely to  continue  to evolve as we  attempt to  develop  our  product
offerings  and  enter  new  markets.  As a  result,  our  potential  for  future
profitability must be considered in light of the risks, uncertainties,  expenses
and difficulties  frequently encountered by development stage companies that are
attempting  to move into new markets  and  continuing  to innovate  with new and
unproven  technologies.  We are still in the  process of gaining  experience  in
marketing   physician   connectivity   products,   providing  support  services,
evaluating demand for products, financing a technology business and dealing with
government  regulation of health information  technology products.  While we are
putting together a team of experienced executives, they have come from different
backgrounds  and  may  require  some  time to  develop  an  efficient  operating
structure and corporate culture for our company.

We rely on healthcare  professionals  for the quality of the information that is
transmitted through our  interconnectivity  systems,  and we may not be paid for
our  services  by  third-party  payors  if that  quality  does not meet  certain
standards.

     The  success of our  products  and  services in  generating  revenue may be
subject to the quality and completeness of the data that is generated and stored
by  the  physician  or  other  healthcare  professional  and  entered  into  our
interconnectivity  systems,  including  the  failure  to  input  appropriate  or
accurate information. Such failure may negatively affect our ability to generate
revenue and our reputation.

Our market,  healthcare  services,  is rapidly  changing and the introduction of
Internet  connectivity  services  and  products  into that market has been slow,
which may cause us to be unable to develop a profitable  market for our services
and products.

     o    As a  developer  of  connectivity  technology  products,  we  will  be
          required to anticipate  and adapt to evolving  industry  standards and
          new technological  developments.  The market for the Merged Technology
          is characterized by continued and rapid technological advances in both
          hardware and software development,  requiring ongoing expenditures for
          research and development,  and timely introduction of new products and
          enhancements to existing  products.  The establishment of standards is
          largely a function of user acceptance.  Therefore,  such standards are
          subject to change.  Our future  success,  if any,  will depend in part
          upon our ability to enhance existing products,  to respond effectively
          to technology changes,  and to introduce new products and technologies
          that are  functional  and meet the  evolving  needs of our clients and
          users in the healthcare information systems market.

     o    The introduction of physician  connectivity products in our market has
          been slow due, in part, to the large number of small practitioners who
          are resistant to change and the implicit costs associated with change,
          particularly  in a period of rising  pressure  to reduce  costs in the
          market. In addition,  the integration of processes and procedures with
          several  payors and  management  intermediaries  in a market  area has
          taken more time than  anticipated.  The resulting  delays  continue to
          prevent  the receipt of  transaction  fees and cause us to continue to
          raise money by the sale of our securities to finance our operations.

     o    Our early-stage  market  approach  concentrated  product  distribution
          efforts in a single market (Atlanta,  Georgia), thereby amplifying the
          effect of localized market restrictions on our prospects, and delaying
          large-scale  distribution of our products. While we intend to mitigate
          these local factors with a strategy to develop alternate  distribution
          channels in multiple  markets,  there can be no assurance that we will
          be successful.

     o    We  cannot  assure  you  that  we  will   successfully   complete  the
          development of the Merged  Technology in a timely fashion or at all or
          that our  current or future  products  will  satisfy  the needs of the
          healthcare  information systems market.  Further, we cannot assure you
          that products or  technologies  developed by others will not adversely
          affect our competitive position or render our products or technologies
          noncompetitive or obsolete.

As a provider  of medical  connectivity  products  and  services,  we may become
liable for product liability claims that could have a materially  adverse effect
on our financial condition.

     Certain of our products provide applications that relate to patient medical
histories and treatment plans. Any failure by our products to provide  accurate,
secure and timely  information  could result in product liability claims against
us by our  clients or their  affiliates  or  patients.  We are  seeking  product
liability coverage,  which may be prohibitive in cost. There can be no assurance
that we will be able to obtain such coverage at an  acceptable  cost or that our
insurance  coverage would adequately cover any claim asserted against us. Such a
claim could be in excess of the limits imposed by any policy we might be able to
obtain.  A  successful  claim  brought  against  us in excess  of any  insurance
coverage  we might have could have a material  adverse  effect on our results of
operations,  financial  condition or business.  Even  unsuccessful  claims could
result  in the  expenditure  of funds in  litigation,  as well as  diversion  of
management time and resources.

Our industry,  healthcare,  continually experiences rapid change and uncertainty
that could result in issues for our business  planning or operations  that could
severely impact on our ability to become profitable.

     The healthcare and medical  services  industry in the United States is in a
period  of  rapid  change  and  uncertainty.  Governmental  programs  have  been
proposed,  and some adopted, from time to time, to reform various aspects of the
U.S.  healthcare  delivery system.  Some of these programs contain  proposals to
increase  government  involvement in healthcare,  lower  reimbursement rates and
otherwise  change  the  operating   environment  for  our  physician  users  and
customers. Particularly, the Health Insurance Portability and Accountability Act
and the  regulations  that  are  being  promulgated  under  it are  causing  the
healthcare industry to change its procedures and incur substantial cost in doing
so.  Although  we expect  these  regulations  to have the  beneficial  effect of
spurring adoption of our software products, we cannot predict with any certainty
what  impact,  if any,  these and future  healthcare  reforms  might have on our
business.

We rely on intellectual property rights, such as copyrights and trademarks,  and
unprotected  propriety technology in our business operations and to create value
in our companies;  however, protecting intellectual property frequently requires
litigation and close legal  monitoring  and may adversely  affect our ability to
become profitable.

     o    Our wholly owned  subsidiary,  Cymedix Lynx  Corporation,  has certain
          intellectual property relating to its software business.  These rights
          have been  assigned by our  subsidiary  to the parent  company,  Medix
          Resources.   The  intellectual  property  legal  issues  for  software
          programs,  such as the  Cymedix(R)products,  are complex and currently
          evolving.  Since  patent  applications  are secret  until  patents are
          issued,  in the United States,  or published,  in other countries,  we
          cannot be sure that we are the first to file any  patent  application.
          In addition, we cannot assure you that competitors, many of which have
          far  greater  resources  than we do,  will not  apply  for and  obtain
          patents that will  interfere with our ability to develop or market the
          Merged Technology.  Further,  the laws of certain foreign countries do
          not provide the protection to  intellectual  property that is provided
          in the United States, and may limit our ability to market our products
          overseas.  While we have no prospects  for  marketing or operations in
          foreign  countries at this time,  future  opportunities  for growth in
          foreign markets,  for that reason, may be limited.  We cannot give any
          assurance  that the scope of the rights that we have been  granted are
          broad enough to fully protect the Merged Technology from infringement.

     o    Litigation or regulatory  proceedings  may be necessary to protect our
          intellectual  property rights, such as the scope of our patent rights.
          In fact,  the  information  technology  and  healthcare  industries in
          general are characterized by substantial  litigation.  Such litigation
          and  regulatory   proceedings  are  very  expensive  and  could  be  a
          significant  drain on our resources and divert  resources from product
          development.  There is no  assurance  that we will have the  financial
          resources to defend our patent rights or other  intellectual  property
          from  infringement  or claims of  invalidity.  A party has notified us
          that it believes our pharmacy  product may infringe on patents that it
          holds.  We have  retained  patent  counsel who has made a  preliminary
          investigation and determined that our product does not infringe on the
          identified patents. At this time no legal action has been instituted.

     o    We also rely upon unprotected  proprietary technology and no assurance
          can be given that others will not independently  develop substantially
          equivalent  proprietary  information  and techniques or otherwise gain
          access  to or  disclose  our  proprietary  technology  or  that we can
          meaningfully  protect  our  rights  in  such  unpatented   proprietary
          technology.  We will use our best  commercial  efforts to protect such
          information  and techniques;  however,  we cannot assure you that such
          efforts will be  successful.  The failure to protect our  intellectual
          property  could cause us to lose  substantial  revenues and to fail to
          reach our financial potential over the long term.

Because our business is highly  competitive  and there are many  competitors who
are  financially  stronger than we are, we are at risk of being  outperformed in
staffing,  marketing,  product  development and customer  services,  which could
severely limit our ability to become profitable.

     o    eHealth   Services.   Competition  can  be  expected  to  emerge  from
          established  healthcare  information  vendors and  established  or new
          Internet  related vendors.  The most likely  competitors are companies
          with a focus on clinical  information  systems and enterprises with an
          Internet   commerce  or  electronic   network  focus.  Many  of  these
          competitors  will have  access to  substantially  greater  amounts  of
          capital  resources  than we have  access  to,  for  the  financing  of
          technical,  manufacturing  and marketing  efforts.  Frequently,  these
          competitors  will have  affiliations  with  major  medical  product or
          software  development  companies,  who may assist in the  financing of
          such competitor's product  development.  We will seek to raise capital
          to develop the Merged Technology in a timely manner,  however, so long
          as our operations remain under-funded,  as they now are, we will be at
          a competitive disadvantage.

     o    Personnel. The success of the development, distribution and deployment
          of the Merged  Technology is dependent to a significant  degree on our
          key  management and technical  personnel.  We believe that our success
          will also  depend upon our  ability to  attract,  motivate  and retain
          highly  skilled,   managerial,  sales  and  marketing,  and  technical
          personnel,  including  software  programmers  and  systems  architects
          skilled  in the  computer  languages  in which the  Merged  Technology
          operates.   Competition   for  such  personnel  in  the  software  and
          information services industries is intense. The loss of key personnel,
          or the inability to hire or retain qualified  personnel,  could have a
          material  adverse  effect  on our  results  of  operations,  financial
          condition or business.

We have relied on the private placement  exemption to raise substantial  amounts
of capital, and could suffer substantial losses if that exemption was determined
not to have been properly relied upon.

     We have raised  substantial  amounts of capital in private  placements from
time to  time.  The  securities  offered  in such  private  placements  were not
registered  with the SEC or any state agency in reliance  upon  exemptions  from
such registration  requirements.  Such exemptions are highly technical in nature
and if we  inadvertently  failed to comply with the  requirements of any of such
exemptive  provisions,  investors would have the right to rescind their purchase
of our  securities  or  sue  for  damages.  If one or  more  investors  were  to
successfully  seek such  rescission  or institute  any such suit,  we could face
severe  financial  demands  that  could  materially  and  adversely  affect  our
financial position.

The impact of shares of our common stock that may become  available  for sale in
the future may result in the market price of our stock being depressed.

     As of March 31, 2003, we had 80,767,065 shares of common stock outstanding.
As of that date approximately  36,250,222 shares were issuable upon the exercise
of  outstanding  options,  warrants  or  other  rights,  and the  conversion  of
preferred stock. Most of these shares will be immediately saleable upon exercise
or  conversion  under  registration  statements  we have filed with the SEC. The
exercise  prices of options,  warrants or other  rights to acquire  common stock
presently  outstanding range from $.25 per share to $4.97 per share.  During the
respective terms of the outstanding options, warrants, preferred stock and other
outstanding  derivative  securities,  the holders are given the  opportunity  to
profit from a rise in the market price of the common stock,  and the exercise of
any options, warrants or other rights may dilute the book value per share of our
common stock and put  downward  pressure on the price of the common  stock.  The
existence of the options,  conversion  rights,  or any outstanding  warrants may
adversely affect the terms on which we may obtain  additional  equity financing.
Moreover,  the holders of such securities are likely to exercise their rights to
acquire common stock at a time when we would otherwise be able to obtain capital
on terms  more  favorable  than  could  be  obtained  through  the  exercise  or
conversion  of such  securities.  We  have  requested  that our  shareholders
approve,  at a special  meeting of  shareholders,  an  increase in the number of
shares of common  stock  that we are  authorized  to issue from  125,000,000  to
400,000,000.  If our  shareholders  approve of that  increase,  the  possibility
exists  that  shareholders  of our common  stock will be greatly  diluted in the
future  when we issue  additional  shares and the price of our common  stock may
decrease as a result.

Because of  dilution  to our  outstanding  common  stock  from the below  market
pricing features of financings that are available to us, the market price of our
stock may be depressed.

     Financings  that may be available  to us under  current  market  conditions
frequently  involve below market  sales,  as well as the issuance of warrants or
convertible debt that require exercise or conversion  prices that are calculated
in the future at a discount to the then market  price of our common  stock.  Any
agreement to sell, or convert debt or equity  securities into, common stock at a
future date and at a price based on the then  current  market price will provide
an incentive to the investor or third  parties to sell the common stock short to
decrease  the price and  increase  the  number of shares  they may  receive in a
future purchase,  whether directly from us or in the market. The issuance of our
common  stock in  connection  with such  exercise  or  conversion  may result in
substantial dilution to the common stock holdings of other holders of our common
stock.

Because of market  volatility  in our stock price,  investors may find that they
have a loss position if emergency sales become necessary.

     Historically,   our  common  stock  has   experienced   significant   price
fluctuations. One or more of the following factors influence these fluctuations:

     o    unfavorable announcements or press releases relating to the technology
          sector;

     o    regulatory, legislative or other developments affecting our company or
          the healthcare industry generally;

     o    conversion of our  preferred  stock and  convertible  debt into common
          stock at conversion  rates based on current market prices or discounts
          to market  prices,  of our common  stock and  exercise  of options and
          warrants at below current market prices;

     o    sales by those  financing our company through an equity line of credit
          or convertible  securities which have been registered with the SEC and
          may be sold into the public market immediately upon receipt; and

     o    market conditions specific to technology and Internet  companies,  the
          healthcare industry and general market conditions.

In addition, in recent years the stock market has experienced  significant price
and volume  fluctuations.  These fluctuations,  which are often unrelated to the
operating  performance of specific  companies,  have had a substantial effect on
the market price for many healthcare related technology companies.  Factors such
as those cited  above,  as well as other  factors  that may be  unrelated to our
operating performance, may adversely affect the price of our common stock.

The  application  of the "penny stock" rules to our common stock may depress the
market for our stock.

     Trading of our common  stock may be subject to the penny  stock rules under
the Securities  Exchange Act of 1934, as amended,  unless an exemption from such
rules is available.  Broker-dealers  making a market in our common stock will be
required to provide disclosure to their customers regarding the risks associated
with our common stock,  the suitability for the customer of an investment in our
common stock,  the duties of the  broker-dealer  to the customer and information
regarding  bid and  asked  prices  for our  common  stock,  and the  amount  and
description of any  compensation the  broker-dealer  would receive in connection
with a  transaction  in our common  stock.  The  application  of these rules may
further  result in fewer market  makers  making a market in our common stock and
further restrict the liquidity of our common stock.


                          FORWARD-LOOKING STATEMENTS

     Certain  information   contained  in  this  prospectus  and  the  documents
incorporated   by  reference  into  this  prospectus   include   forward-looking
statements  (as defined in Section 27A of the  Securities Act and Section 21E of
the  Securities  Exchange  Act),  which  mean  that  they  relate  to  events or
transactions  that have not yet occurred,  our expectations or estimates for our
future  operations,  our growth strategies or business plans or other facts that
have  not  yet  occurred.  Such  statements  can be  identified  by  the  use of
forward-looking  terminology such as "might," "may," "will," "could,"  "expect,"
"anticipate,"  "estimate,"  "likely,"  "believe,"  or "continue" or the negative
thereof or other variations  thereon or comparable  terminology.  The above risk
factors  contain  discussions of important  factors that should be considered by
prospective  investors for their potential impact on forward-looking  statements
included in this prospectus and in the documents  incorporated by reference into
this prospectus. These important factors, among others, may cause actual results
to differ  materially and adversely from the results expressed or implied by the
forward-looking statements.


                                 THE COMPANY

General

     We develop and intend to market  communication  technologies for use in the
healthcare  industry  primarily  at the  point  of  care.  We  have  focused  on
electronic  prescribing  of drugs,  laboratory  orders  and  laboratory  results
because these represent the majority of the transactions  performed at the point
of care,  and  remain  largely a  paper-based  starting  point for  transferring
information in the healthcare system. Our goal is to close the gap in electronic
or automated processing by providing  technologies and workflow processes at the
point of care. Our technologies  would enable  point-of-care  providers ("POCs")
(i.e.  physician  or  caretaker)  to  connect  with  other  participants  in the
healthcare  system.  At this time, we are focused  primarily on healthcare value
chain intermediaries  ("HVCIs") (e.g. pharmacy,  lab, pharmacy benefit managers,
pharmaceutical  companies,  etc.).  Our  products  are  designed  to improve the
accuracy  and  the  efficiency  of the  processes  of drug  prescribing  and the
ordering of laboratory tests and the receiving of laboratory results.

     When we shifted to this business in 2000,  our plan was initially to deploy
the technology in a single market.  We began to test this approach in April 2002
with a small,  local sales and  installation  team in Georgia that  deployed the
Cymedix  technology  to physician  practices.  By August 2002 it was clear to us
that although the technology  worked and physicians were using the system,  this
approach was not going to be commercially  viable for several reasons  including
slow  adoption by  physicians  unless there was an economic  incentive,  limited
support by major HVCIs, and the high cost of marketing,  sales, installation and
service associated with serving individual and small medical practices. Based on
these results, the initial deployment in Georgia was halted in August 2002.

     At that time, we evaluated the business of automating  the  transaction  at
the point of care and concluded  that a viable  business  could be built,  but a
different approach would be required than originally anticipated.  Based on this
evaluation,  in September 2002, our Board recruited  certain new senior managers
including a new chief  executive  officer to assist us in  pursuing  alternative
approaches to developing and deploying technology at the point of care.

     Our current plan for the  commercialization  of our technology is to target
physician   practices   and  other   POC   centers   that  have  the   following
characteristics:  sufficient patient volume;  clear economic incentive,  such as
administrative  savings and time savings;  commitment to electronic  transfer of
point of care information;  and HVCI or other healthcare participant support for
the rollout of the technology.  Subject to the above criteria,  our goal remains
to connect  from the point of care to the  various  segments  of the  healthcare
industry  that meet these  criteria,  such as health  plans,  insurers,  skilled
nursing facilities,  pharmacy benefit management companies ("PBMs"),  pharmacies
and pharmaceutical companies.

     We believe  that it is important  to deploy  technologies  that are easy to
adopt or already have established markets. As such, on March 4, 2003 we acquired
assets from Comdisco Ventures, Inc. that were formerly used by ePhysician,  Inc.
in its software and technology  business prior to its cessation of operations in
2002. ePhysician point-of-care technologies enable physicians to securely access
and send  information to pharmacies,  billing  service  companies,  and practice
management  systems via the Palm  OS(R)-based  handheld device and the Internet,
meeting our  objective  of deploying a  recognized  technology.  Our goal is the
integration of the Cymedix and e-Physician  technologies and to market them on a
commercial basis.

     We have been in business  since 1988.  We decided in 2000 to dispose of the
temporary  healthcare  staffing business to focus on the healthcare software and
connectivity  solutions  industry.  The development of technology and the future
marketing of  connectivity  solutions is our sole business at this time. Our net
operating  loss is due to this  transition  and the  ongoing  efforts to build a
commercially  viable business in point-of-care  automation.  We currently do not
have any active users of our products.

     We are currently a Colorado  corporation,  but have  requested  that our
shareholders  approve,  at a special meeting of shareholders,  a reincorporation
merger in Delaware with our wholly owned subsidiary.

     Our  principal  executive  office is located at The Graybar  Building,  420
Lexington Avenue, Suite 1830, New York, New York 10170, and our telephone number
is (212) 697-2509.  We have closed our California and Colorado  offices,  and we
are actively pursuing an exit to our leases in Georgia and California.


                               USE OF PROCEEDS

     The selling  securityholders will receive the net proceeds from the sale of
shares.  We will not receive any of the proceeds  from any sale of the shares by
the selling  securityholders.  However,  we will receive the  proceeds  from the
exercise of warrants to purchase certain of the shares offered hereunder. If all
warrants covered hereby are exercised,  we would receive proceeds of $5,842,292.
Any such proceeds will be used for working capital purposes.


                           SELLING SECURITYHOLDERS

     The table below sets forth information as of April 30 , 2003, with respect to
the selling securityholders, including names, holdings of shares of common stock
prior to the offering of the shares,  including shares covered by warrants,  the
number of shares being offered for each account,  and the number and  percentage
of shares of common stock to be owned by the selling securityholders immediately
following the sale of the shares,  assuming all of the offered  shares are sold.
The selling  securityholders  acquired  the shares of common  stock and warrants
covering shares of our common stock in private placement transactions or as fees
for serving as finders in connection with our private placements.

-------------------------------------------------------------------------------
Name of Selling    Shares of    Shares of  Shares of   Shares of   Percentage
Stockholder      Common Stock    Common    Common        Common     of Common
                 Beneficially     Stock    Stock      Stock to be   Stock to
                 Owned Before  Covered By  Being      Beneficially     be
                      the       Warrants   Offered(1) Owned After  Beneficially
                  Offering(1)                         the Offering    Owned
                                                                    After the
                                                                    Offering
-------------------------------------------------------------------------------
Aaron              1,000,000     500,000   1,000,000          0         -
Investments 2
-------------------------------------------------------------------------------
AIG DKR              500,000     250,000     500,000          0         -
Soundshore
Private
Investors
Holding Fund
Limited
-------------------------------------------------------------------------------
Alpha Capital AG   2,500,000   1,250,000,  2,500,000          0         -
-------------------------------------------------------------------------------
Bartran,             125,000      62,500     125,000          0         -
William D.
-------------------------------------------------------------------------------
Berardo, Thomas       20,000      10,000      20,000          0         -
& Patricia
-------------------------------------------------------------------------------
Berrey, Dan and      106,875      71,250     106,875          0         -
Fran
-------------------------------------------------------------------------------
BHNV Holdings        250,000     125,000     250,000          0         -
LLC
-------------------------------------------------------------------------------
Black Hills        1,398,625     623,000   1,148,625    250,000         -
Investment Corp.
-------------------------------------------------------------------------------
Blue Water           500,000     150,000     300,000    200,000         -
Trading, Inc. 2
-------------------------------------------------------------------------------
Bollander,           168,750     106,250     168,750          0         -
William P.
-------------------------------------------------------------------------------
Brelea                17,500      17,500      17,500          0         -
Ventures, LLC
-------------------------------------------------------------------------------
Brighton              30,625      30,625      30,625          0         -
Capital Ltd.
-------------------------------------------------------------------------------
Brown, Andrew      1,048,000     250,000     500,000    548,000         -
-------------------------------------------------------------------------------
Cavell             1,000,000     500,000   1,000,000          0         -
Investment Ltd.
-------------------------------------------------------------------------------
Dabbah, Kami         150,000      75,000     150,000          0         -
Ofir
-------------------------------------------------------------------------------
Eisenberg            500,000     250,000     500,000          0         -
Family
Foundation
-------------------------------------------------------------------------------
Frankson, Carl 2      100,000      50,000     100,000          0         -
-------------------------------------------------------------------------------
Geary Partners,      320,000     160,000     320,000          0         -
LP
-------------------------------------------------------------------------------
Intercoastal         196,175     196,175     196,175          0         -
Financial
Services Corp. 2
-------------------------------------------------------------------------------
Jeffries,          1,755,000     250,000     500,000  1,255,000       1.6%
Patrick
-------------------------------------------------------------------------------
Kassab, Marianne      80,000      40,000      80,000          0         -
-------------------------------------------------------------------------------
Legend Merchant        5,500       5,500       5,500          0         -
Group 2
-------------------------------------------------------------------------------
Lerner, Claire        25,000      12,500      25,000          0         -
-------------------------------------------------------------------------------
Lerner, Mark         184,375      25,000      50,000    134,375         -
-------------------------------------------------------------------------------
Levine, Beth         250,000     125,000     250,000          0         -
-------------------------------------------------------------------------------
Lousberg, Dean       250,000      62,500     125,000    125,000         -
K.
-------------------------------------------------------------------------------
Marjorie E.          125,000      62,500     125,000          0         -
Goddard TTEE
Marjorie E.
Goddard Rev,
TST DTD
November 5, 1999 2
-------------------------------------------------------------------------------
Markham              500,000     250,000     500,000          0         -
Holdings Limited
-------------------------------------------------------------------------------
Mayer &              276,500     276,500     276,500          0         -
Associates LLC
-------------------------------------------------------------------------------
McCullogh Jr.,       125,000      62,500     125,000          0         -
Robert F.
-------------------------------------------------------------------------------
Meade Jr.,           625,000     250,000     500,000    125,000         -
Thomas J.
-------------------------------------------------------------------------------
Merriman,            225,000     112,500     225,000          0         -
Jonathan 2
-------------------------------------------------------------------------------
Nordic, Gary E.      250,000     125,000     250,000          0         -
-------------------------------------------------------------------------------
Otape, LLC 2          750,000     375,000     750,000          0         -
-------------------------------------------------------------------------------
Palladino,           125,000      62,500     125,000          0         -
Giampiero
-------------------------------------------------------------------------------
Platinum           2,250,000     625,000   1,250,000  1,000,000       1.3%
Partners LP
-------------------------------------------------------------------------------
Presidio             680,000     340,000     680,000          0         -
Partners, LP
-------------------------------------------------------------------------------
Prudential           125,000      62,500     125,000          0         -
Securities IRA
Custodian for
Margaret
Galdorise
-------------------------------------------------------------------------------
Puttick,             500,000     250,000     500,000          0         -
Kenneth G.
-------------------------------------------------------------------------------
RoyCap, Inc.       2,555,283   1,930,283   2,555,283          0         -
-------------------------------------------------------------------------------
Rudinsky, Moshe    1,375,000     687,500   1,375,000          0         -
-------------------------------------------------------------------------------
Saker, Wayne         750,000     250,000     500,000    250,000         -
-------------------------------------------------------------------------------
Stephen S.         1,000,000     500,000   1,000,000          0         -
Jamal, SSJ
Enterprises, LLC
-------------------------------------------------------------------------------
Stifel Nicolaus      100,000      50,000     100,000          0         -
& Co. Inc.
Custodian FBO
Barry Ollman
IRA R/O 2
-------------------------------------------------------------------------------
WEC Asset            375,000     125,000     250,000    125,000         -
Management LLC
-------------------------------------------------------------------------------
Yanowitz, Gerald     180,000      90,000     180,000          0         -
-------------------------------------------------------------------------------

(1)  Includes  shares of common stock  covered by warrants  that are included in
this prospectus.

(2)  Aaron Investments, Blue Water Trading, Inc., Carl Frankson, Intercoastal
Financial  Services Corp., Legend Merchant Group,  Marjorie E. Goddard,  Jonathan
Merriman,  Barry Ollman and Otape,  LLC advised us that they are affiliated with
broker-dealers.  Each of the foregoing  purchased the covered securities from in
private  placements and previously  confirmed to us that the covered  securities
were acquired solely for investment  purposes and for the account of the selling
securityholder, and not with a view to or for the resale or distribution of such
securities.

Relationship Between Medix and the Selling Securityholders

     The selling  securityholders  have purchased  their shares from us, or will
acquire  the  shares  of common  stock  indicated  above  upon the  exercise  of
warrants, in private placements. None of the persons listed above are affiliates
or controlled by our affiliates,  except the following officer and directors who
purchased  securities  on the  same  terms  as other  investors  in the  private
placement:  Patrick  Jeffries  and Mark  Lerner.  We have  separate  contractual
obligations to file this registration with each of the selling securityholders.


                        DESCRIPTION OF THE SECURITIES

     Our authorized  capital consists of 125,000,000 shares of common stock, par
value $.001 per share,  and 2,500,000 shares of preferred stock, par value $.001
per share. As of March 31, 2003, we had outstanding  80,767,065 shares of common
stock, 1 share of 1996 Preferred  Stock and 75 shares of 1999 Series C Preferred
Stock. As of such date, our common stock was held of record by approximately 460
persons and  beneficially  owned by  approximately  10,000  persons.  We have
requested that our shareholders  approve,  at a special meeting of shareholders,
an increase in the number of shares of common  stock that we are  authorized  to
issue from 125,000,000 to 400,000,000.

Common Stock

     Each  share of common  stock is  entitled  to one vote at all  meetings  of
stockholders.  Stockholders  are not permitted to cumulate votes in the election
of directors.  Currently, the Board of Directors consists of five directors, who
serve for staggered terms of three years, with at least two directors elected at
every  annual  meeting.  We also  currently  have two  vacancies on our Board of
Directors  that we intend to fill.  All shares of common stock are equal to each
other with  respect to  liquidation  rights and  dividend  rights.  There are no
preemptive  rights to purchase any  additional  shares of common  stock.  In the
event of our liquidation, dissolution or winding up, holders of the common stock
will be  entitled  to receive  on a pro rata  basis all of our assets  remaining
after  satisfaction  of all  liabilities  and  preferences  of  the  outstanding
preferred stock. The outstanding shares of common stock and the shares of common
stock issuable upon conversion or exercise of derivative  securities are or will
be, as the case may be, duly and validly issued, fully paid and non-assessable.

Transfer Agent and Registrar

     We have retained  Computershare  Trust Company,  Inc., 350 Indiana  Street,
Suite 800,  Golden,  Colorado  80401,  as Transfer Agent and Registrar,  for our
common stock. Computershare Trust Company's telephone number is (303) 262-0600.


                             PLAN OF DISTRIBUTION

     The selling  securityholders and any of their pledgees,  donees,  assignees
and  successors-in-interest  may,  from  time to time,  sell any or all of their
shares of common  stock on any stock  exchange,  market or trading  facility  on
which the shares are traded.  These sales may be at fixed or negotiated  prices.
The selling  securityholders  may use any one or more of the  following  methods
when selling shares:

     o    ordinary   brokerage   transactions  and  transactions  in  which  the
          broker-dealer solicits purchasers;

     o    block  trades  in which the  broker-dealer  will  attempt  to sell the
          shares as agent but may  position and resell a portion of the block as
          principal to facilitate the transaction;

     o    purchases  by  a   broker-dealer   as  principal  and  resale  by  the
          broker-dealer for its account;

     o    an  exchange   distribution  in  accordance  with  the  rules  of  the
          applicable exchange;

     o    privately negotiated transactions;

     o    short sales;

     o    broker-dealers  may agree with the selling  securityholders  to sell a
          specified number of such shares at a stipulated price per share;

     o    a combination of any such methods of sale; and

     o    any other method permitted pursuant to applicable law.

The  selling  securityholders  may also  sell  shares  under  Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act"), if available,  rather
than under this prospectus.

     The selling securityholders may also engage in short sales against the box,
puts and calls and other  transactions  in our  securities or derivatives of our
securities and may sell or deliver shares in connection  with these trades.  The
selling  securityholders  may pledge  their  shares to their  brokers  under the
margin provisions of customer agreements. If a selling stockholder defaults on a
margin  loan,  the broker  may,  from time to time,  offer and sell the  pledged
shares.  We believe  ^ that the selling  securityholders  have not entered
into any agreements,  understandings  or arrangements  with any  underwriters or
broker-dealers  regarding  the sale of their shares other than  ordinary  course
brokerage  arrangements,  nor is there an  underwriter  or  coordinating  broker
acting  in  connection   with  the  proposed  sale  of  shares  by  the  selling
securityholders.

     Broker-dealers engaged by the selling securityholders may arrange for other
brokers-dealers to participate in sales.  Broker-dealers may receive commissions
or discounts from the selling  securityholders (or, if any broker-dealer acts as
agent  for the  purchaser  of  shares,  from the  purchaser)  in  amounts  to be
negotiated.  The selling  securityholders  do not expect these  commissions  and
discounts to exceed what is customary in the types of transactions involved.

     Selling  securityholders and any broker-dealers or agents that are involved
in selling the shares may be deemed to be  "underwriters"  within the meaning of
the Securities Act in connection with such sales. In such event, any commissions
received  by such  broker-dealers  or agents and any profit on the resale of the
shares  purchased  by them  may be  deemed  to be  underwriting  commissions  or
discounts under the Securities Act. If the selling securityholders are deemed
to be  underwriters,  the  selling  securityholders  may be  subject  to certain
statutory and regulatory liabilities,  including liabilities imposed pursuant to
Sections  11, 12 and 17 of the  Securities  Act and Rule 10b-5 under the Exchange
Act.

     We are required to pay all fees and expenses  incident to the  registration
of the  shares.  Otherwise,  all  discounts,  commissions  or fees  incurred  in
connection  with the sale of the common stock offered hereby will be paid by the
selling securityholders.

     Upon  our  being  notified  by a  selling  stockholder  that  any  material
arrangement  has been entered into with a  broker-dealer  for the sale of shares
through a block trade,  special  offering,  exchange  distribution  or secondary
distribution  or a  purchase  by a  broker  or  dealer,  a  supplement  to  this
prospectus  will be  filed,  if  required,  pursuant  to Rule  424(b)  under the
Securities Act,  disclosing (i) the name of each such selling stockholder and of
the participating  broker-dealer(s),  (ii) the number of shares involved,  (iii)
the price at which such shares were sold, (iv) the commissions paid or discounts
or concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or  incorporated  by  reference  in this  prospectus,  and (vi) other  facts
material to the transaction.

     In  order  to  comply  with  the  securities  laws of  certain  states,  if
applicable,  the shares will be sold in such  jurisdictions,  if required,  only
through  registered  or licensed  brokers or dealers.  In  addition,  in certain
states the shares may not be sold  unless  the shares  have been  registered  or
qualified  for  sale  in  such  state  or  an  exemption  from  registration  or
qualification is available and complied with.

     We  advised  the  selling   securityholders   that  the   anti-manipulative
provisions of Regulation M promulgated under the Exchange Act may apply to their
sales of the shares offered hereby.


                  INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Article 109 of the Colorado  Business  Corporation  Act generally  provides
that we may  indemnify our  directors,  officers,  employees and agents  against
liabilities  in  any  action,  suit  or  proceeding  whether  civil,   criminal,
administrative or investigative and whether formal or informal (a "Proceeding"),
by reason of being or having been a director,  officer,  employee,  fiduciary or
agent of Medix, if such person acted in good faith and reasonably  believed that
his conduct,  in his official capacity,  was in the best interests of Medix (or,
with  respect  to  employee  benefit  plans,  was in the best  interests  of the
participants of the plan),  and in all other cases that his conduct was at least
not opposed to Medix's best interests. In the case of a criminal proceeding, the
director,  officer,  employee  or agent  must  have had no  reasonable  cause to
believe that his conduct was unlawful.  Under Colorado Law, we may not indemnify
a director,  officer, employee or agent in connection with a proceeding by or in
the  right of  Medix if the  director  is  adjudged  liable  to  Medix,  or in a
proceeding in which the directors,  officer employee or agent is adjudged liable
for an improper personal benefit.

     Our Articles of  Incorporation  and Bylaws provide that we shall  indemnify
our  directors,  and  officers,  employees  and  agents to the extent and in the
manner  permitted by the  provisions  of the laws of the State of  Colorado,  as
amended from time to time, subject to any permissible expansion or limitation of
such  indemnification,  as may be set forth in any  stockholders'  or directors'
resolution or by contract.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling Medix pursuant to
the  foregoing  provisions,  we have been  informed  that in the  opinion of the
Securities and Exchange Commission (the "Commission"),  such  indemnification is
against  public  policy as  expressed  in the  Securities  Act and is  therefore
unenforceable.


                 WHERE YOU CAN FIND MORE INFORMATION ABOUT US

     We  file  reports,  proxy  statements,  information  statements  and  other
information with the SEC. You may read and copy this information,  for a copying
fee, at the SEC's Public Reference Room at 450 Fifth Street,  N.W.,  Washington,
D.C. 20549.  Please call the SEC at  1-800-SEC-0330  for more information on its
public  reference  rooms.  Our SEC filings are also available to the public from
commercial document retrieval services,  from the American Stock Exchange and at
the web site maintained by the SEC at http://www.sec.gov.

     We have filed a  registration  statement  under the  Securities  Act,  with
respect to the securities  offered pursuant to this prospectus.  This prospectus
does not contain all of the information set forth in the registration statement,
certain parts of which are omitted in accordance  with the rules and regulations
of  the  Commission.   For  further  information,   reference  is  made  to  the
registration  statement and the exhibits  filed as a part thereof,  which may be
found at the locations and website referred to above.


              INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The   Securities  and  Exchange   Commission   (the  "SEC")  allows  us  to
"incorporate by reference" into this prospectus the information we file with the
SEC, which means that we can disclose important  information to you by referring
to those  documents.  The information  incorporated by reference is an important
part of this prospectus.  We incorporate by reference the following documents we
filed with the SEC:

     o    Our Annual Report on Form 10-K for the fiscal year ended  December 31,
          2002;

     o    Our Current Report on Form 8-K, dated January 13, 2003;

     o    Our Current Report on Form 8-K, dated January 21, 2003;

     o    Our Current Report on Form 8-K, dated February 3, 2003;

     o    Our Current Report on Form 8-K, dated February 6, 2003;

     o    Our Current Report on Form 8-K, dated February 10, 2003; and

     o    Our Current Report on Form 8-K, dated March 6, 2003; and

     o    Our Current Report on Form 8-K, dated April 14, 2003 .

     We are also  incorporating  by reference  additional  documents that we may
file  with  the  Commission  under  Section  13(a),  13(c),  14 or  15(d) of the
Securities Exchange Act prior to the termination of this offering.

     If you are a  stockholder,  we may  have  sent  you  some of the  documents
incorporated by reference, but you can obtain any of them through the Commission
or us. Documents incorporated by reference are available from us without charge,
except  exhibits,  unless we have  specifically  incorporated  by  reference  an
exhibit into a document  that this  prospectus  incorporates.  Stockholders  may
obtain  documents  incorporated  by reference into this prospectus by requesting
them in writing or by telephone from:

                            Medix Resources, Inc.
                        Investor Relations Department
                             The Graybar Building
                        420 Lexington Ave., Suite 1830
                           New York, New York 10170
                                (212) 697-2509


                                LEGAL MATTERS

     The  validity of the shares  offered  hereby is being passed upon for us by
Lyle B. Stewart, P.C., Denver,  Colorado. Such firm has acted as special counsel
to the Company for certain  Colorado law matters,  but has not  represented  the
Company  generally in connection  with the  registration  of the shares  offered
hereby. Lyle B. Stewart, P.C. has been granted options to purchase 25,000 shares
of Medix common stock at an exercise price of $0.26 per share,  and Mr. Stewart,
individually,  has been granted options to purchase 100,000 and 75,000 shares of
Medix  common   stock  at  exercise   prices  of  $3.38  and  $0.92  per  share,
respectively.


                                   EXPERTS

     Our consolidated financial statements as of December 31, 2002 and 2001, and
for each of the three years in the period ended  December 31, 2002  appearing in
our 2002 Form 10-K have been audited by Ehrhardt  Keefe  Steiner & Hottman P.C.,
independent auditors, as stated in their report appearing therein, and have been
incorporated  herein by reference in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.



PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The  following  is a list  of  the  estimated  expenses  to be  incurred  by the
Registrant in connection with the issuance and  distribution of the shares being
registered hereby.


Securities and Exchange Commission registration fee.      $1,229
Printing and engraving expenses....................        1,000
Legal fees and expenses............................       15,000
Accounting fees and expenses.......................       50,000
Transfer Agent and Trustee fees and expenses.......        1,000
Miscellaneous......................................       20,000
                                                         -------

Total..............................................      $88,229
                                                         =======

Item 15. Indemnification of Directors and Officers.

See "INDEMNIFICATION OF OFFICERS AND DIRECTORS" in the prospectus.

Item 16. Exhibits.

Exhibit
Number            Description

5.1               Opinion of Lyle B. Stewart, P.C.

23.1              Consent of Ehrhardt Keefe Steiner & Hottman P.C.

23.2              Consent of Lyle B. Stewart, P.C. (included in Exhibit 5.1)

24.1*             Power of Attorney

* Previously filed.

Item 17. Undertakings.

The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
     post-effective amendment to this Registration Statement:

          (a) To include  any  prospectus  required  by Section  10(a)(3) of the
          Securities Act of 1933,

          (b) To reflect in the prospectus any facts or events arising after the
          effective  date of the  registration  statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the  registration  statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a 20 percent change in the maximum aggregate  offering price set forth
          in the  "Calculation  of  Registration  Fee"  table  in the  effective
          registration statement,

          (c) To include any  material  information  with respect to the plan of
          distribution not previously disclosed in the registration statement or
          any material change to such information in the registration statement;

     provided, however, that clauses (a) and (b) do not apply if the information
     required to be included in a  post-effective  amendment  by such clauses is
     contained in periodic reports filed with or furnished to the Securities and
     Exchange  Commission  by the  Registrant  pursuant to Section 13 or Section
     15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act") that are
     incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
     Act, each such post-effective  amendment shall be deemed a new registration
     statement relating to the securities  offered therein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
     of the securities  being  registered which remain unsold at the termination
     of the offering.

     (4) That,  for purposes of determining  any liability  under the Securities
     Act,  each filing of the  Registrant's  annual  report  pursuant to Section
     13(a)  or  Section  15(d)  of the  Exchange  Act  that is  incorporated  by
     reference  in this  registration  statement  shall  be  deemed  to be a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to directors,  officers and  controlling  persons of the registrant
pursuant to the  provisions  described  under Item 15 above,  or otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities,  other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding,  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

     (1) For purposes of determining  any liability  under the Securities Act of
1933, the information  omitted from the form of prospectus filed as part of this
registration  statement  in reliance  upon Rule 430A and  contained in a form of
prospectus  filed by the registrant  pursuant to Rule 424(b)(1) or (4) or 497(h)
under  the  Securities  Act  shall  be  deemed  to be part of this  registration
statement as of the time it was declared effective.

     (2) For the purpose of determining  any liability  under the Securities Act
of 1933, each post-effective  amendment that contains a form of prospectus shall
be deemed to be a new registration  statement relating to the securities offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (3) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.


                                  SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration  Statement  on  Form  S-3  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized,  in the City of New York, State of New
York, on May 5 , 2003.

                                                MEDIX RESOURCES, INC.

                                                By:  /s/Darryl R. Cohen
                                                Darryl R. Cohen
                                                President and CEO

     Pursuant to the  requirements of the Securities Act of 1933, this Amendment
No.  2 to  Registration  Statement  on Form  S-3 has  been  signed  below by the
following persons in the capacities and on the dates indicated.

Signature                           Title                        Date


/s/Darryl R. Cohen            President, Chief Executive        May 5 , 2003
Darryl R. Cohen               Officer and Director
                              (Principal Executive Officer)


                                Executive Vice President,       May  [__], 2003
Mark W. Lerner                Chief Financial Officer and
-------------------------- **  Secretary (Principal Financial
                              and Accounting Officer)

                              Director                          May [__], 2003
--------------------------**
Patrick W. Jeffries


                              Director                          May [__], 2003
--------------------------**
Samuel H. Havens


                              Director                          May [__], 2003
--------------------------**
Joan E. Herman


                              Director                          May __, 2003
--------------------------
Guy L. Scalzi

**By Darryl R. Cohen, as attorney-in-fact


                                EXHIBIT INDEX
Exhibit
Number                  Description

5.1                     Opinion of Lyle B. Stewart, P.C.

23.1                    Consent of Ehrhardt Keefe Steiner & Hottman P.C.

23.2                    Consent of Lyle B. Stewart, P.C. (included in Exhibit 5.1)

24.1*                   Power of Attorney

* Previously filed.