As filed with the Securities and Exchange Commission on June 15, 2001 Registration
                                No. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-2
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  -------------

                              MEDIX RESOURCES, INC.
             (Exact Name of Registrant as Specified in Its Charter)
-------------------------------------------------------------------------------------------

                   Colorado                                     84-1123311
        (State or Other Jurisdiction of                      (I.R.S. Employer
        Incorporation or Organization)                    Identification Number)
-------------------------------------------------------------------------------------------

                         305 Madison Avenue, 20th Floor
                            New York, New York 10165
                                 (212) 697-2509
          (Address, Including Zip Code, and Telephone Number, Including
             Area Code, of Registrant's Principal Executive Offices)

                              Lyle B. Stewart, Esq.
                              Lyle B. Stewart, P.C.
                              3751 S. Quebec Street
                                Denver, CO 80237
                                 (303) 267-0920
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)
                                -----------------

     Approximate date of commencement of proposed sale to the public:  From time
to time after this Registration Statement becomes effective.

     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 the  registrant  elects to deliver its latest  annual report to security
holders, or a complete and legible facsimile thereof,  pursuant to item 11(a)(1)
of this Form, check the following box:

     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
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(d)
under the  Securities  Act,  check the following box and list the Securities Act
registration  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 Securities                       Proposed Maximum         Proposed Maximum
       to be             Amount to be      Offering Price         Aggregate Offering        Amount of
    Registered            Registered        Per Share (1)             Price (1)         Registration Fee
--------------------  -----------------  -------------------    ---------------------   -----------------
Common stock, par         10,486,000          $0.95                 $9,961,700.00         $2,491.00
 value, $.001 per          shares
 share

(1)  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 June 12, 2001  reported
     on the American Stock Exchange.


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 JUNE 15, 2001

PROSPECTUS

                              MEDIX RESOURCES, INC.

                        10,486,000 Shares of Common Stock

     The shareholders of Medix Resources,  Inc. named herein will have the right
to offer and sell up to an  aggregate of  10,486,000  shares of our common stock
under  this  Prospectus.  Of these  shares,  up to  9,500,000  may be  issued in
connection  with the draw down of funds by Medix under an equity line financing,
up to 900,000 may be issued as payments for services rendered,  and up to 86,000
may be issued upon exercise of warrants to purchase our common stock.

     Medix will not receive  directly any of the proceeds from the sale of these
shares by the selling shareholders.  However, Medix will receive the proceeds of
draws  under the equity line and from the  exercise of any  warrants to purchase
the shares to be sold hereunder.  Medix will pay the expenses of registration of
these shares.

     The common stock is traded on the American  Stock Exchange under the symbol
"MXR".  On June 12,  2001,  the last price of the common  stock was  reported as
$0.97.

     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 the 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 ______, 2001






     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 shareholders 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
                               ------------------

FORWARD-LOOKING STATEMENTS

RISK  FACTORS

THE COMPANY

USE OF PROCEEDS

SELLING SHAREHOLDERS

DESCRIPTION OF SECURITIES

PLAN OF DISTRIBUTION

INDEMNIFICATION OF OFFICERS AND DIRECTORS

AVAILABLE INFORMATION

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

LEGAL MATTERS

EXPERTS
















                           FORWARD-LOOKING STATEMENTS

     This  Prospectus  and the  documents  incorporated  by reference  into this
Prospectus contain  forward-looking  statements,  which mean that they relate to
events or transactions that have not yet occurred, our expectations or estimates
for Medix's 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
following 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.


                                  RISK FACTORS

   An investment in our common stock:
        o     has a high degree of risk;
        o     is highly speculative;
        o     should only be considered  by  those  persons  or entities who can
              afford to loose their entire investment.

     In addition to the other  information  contained  in this  Prospectus,  the
following risk factors should be carefully considered in evaluating our business
and an investment in our shares.  The order in which the following  risk factors
are presented does not indicate the relative magnitude of the risks described.

Our Continuing Losses; Going Concern Exception; Our Need for Additional Financing

     We reported net losses of  ($5,415,000),  ($4,847,000) and ($5,422,000) for
the years ended  December  31,  2000,  December  31, 1999 and December 27, 1998,
respectively,  and a net loss of  ($2,259,000)  for our 2001 first quarter ended
March  31,  2001.  At  March  31,  2001,  we  had  an  accumulated   deficit  of
($25,683,000).  Our  independent  accountants  have  included a "going  concern"
exception in their audit report on our audited 2000  financial  statements.  See
our Form 10-KSB for the fiscal year ended December 31, 2000.

     We expect to continue to experience  loses, in the near term, as we attempt
to  develop  our  Cymedix(R)software  products.  The  current  operation  of our
business  and our ability to continue to develop our Cymedix  software  products
will depend upon our ability to obtain additional financing.  Currently,  we are
not receiving  any  significant  revenues from the sale of our Cymedix  software
products.  We are  attempting  to meet our  current  cash flow  needs by raising
capital in the private  debt and equity  markets  and  through  the  exercise of
currently  outstanding  warrants.  The  development and marketing of the Cymedix
software  products  require  substantial  capital  investments.  There can be no
assurance that  additional  investments or financings will be available to us as
needed to support the  development of Cymedix  products.  Failure to obtain such
capital on a timely basis could result in lost business opportunities,  the sale
of the Cymedix  business at a distressed  price or the financial  failure of our
company.

Risk of Development Stage Company

     Since the sale of our remaining  temporary staffing business in early 2000,
we  principally   develop  software  for   Internet-based   communications   and
information  management for medical service providers,  through our wholly-owned
subsidiary,  Cymedix Lynx Corporation. Our software products are currently being
tested by several different healthcare providers.  However, our Cymedix software
business has not yet generated any significant revenues.

     Our company,  through its  subsidiary  Cymedix Lynx  Corporation,  has only
recently begun its medical  software line of business through the acquisition of
a development  stage medical  software  business in 1998. Our company has little
experience in marketing software products,  providing software support services,
evaluating  demand for products,  financing a software business and dealing with
government regulation of software 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 believe our structure of multiple offices serves our
customers  well,  but it does  present an  additional  challenge in building our
corporate culture and operating structure.

     Our  products  are still in the  development  stage and have not yet proven
their effectiveness or their marketability. As a developer of software products,
we will be required to anticipate and adapt to evolving  industry  standards and
new  technological  developments.  The  market  for  our  software  products  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  to meet  the  evolving  needs  of our  clients  in the  healthcare
information systems market. The introduction of software products in that market
has been slow due to the large number of small  practitioners  who are resistant
to change and the costs  associated  with  change,  particularly  in a period of
rising  pressure  to  reduce  costs in the  market.  We are  currently  devoting
significant  resources  toward  the  development  of  products.  There can be no
assurance that we will  successfully  complete the development of these products
in a timely  fashion or that our  current or future  products  will  satisfy the
needs of the healthcare  information  systems market.  Further,  there can be no
assurance that products or  technologies  developed by others will not adversely
affect  our  competitive   position  or  render  our  products  or  technologies
noncompetitive or obsolete.

Product Liability Risks

     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 maintain insurance that we
believes is adequate to protect  against claims  associated  with the use of our
products,  but there  can be no  assurance  that our  insurance  coverage  would
adequately  cover any claim  asserted  against us. A  successful  claim  brought
against us in excess of our  insurance  coverage  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.

There is Great Uncertainty in the Healthcare Industry

     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 customers.  Particularly, the
Health Insurance Portability and Accountability Act of 1996, and the regulations
that are being promulgated  thereunder,  are causing the healthcare  industry to
change its procedures and incur  substantial cost in doing so. We cannot predict
with any certainty  what impact,  if any,  these and future  healthcare  reforms
might have on our business.

Risks of Infringement of Proprietary Technology

     Our wholly-owned  subsidiary,  Cymedix Lynx  Corporation,  has been granted
certain  patent  rights,  trademarks  and  copyrights  relating to its  software
business.  These patents and copyrights  have been assigned by our subsidiary to
the parent company,  Medix.  The patent rights and  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,  there
can be no assurance 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 product ideas that we have originated. 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 its products overseas. We cannot give any assurance that the scope of the
rights that we have been granted are broad  enough to fully  protect our Cymedix
software from infringement.

     Litigation  or  regulatory  proceedings  may be  necessary  to protect  our
intellectual  property  rights,  such as the scope of our patent.  In fact,  the
computer   software   industry  in  general  is   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.

     We also rely upon unpatented 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 efforts to protect
such  information and techniques,  however,  no assurance can be given that such
efforts will be  successful.  The failure to protect our  intellectual  property
could cause us to loose substantial  revenues and to fail to reach its financial
potential over the long term.

Our Business is Highly Competitive

     Medical  Information  Software.  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 companies or
software  developers,  who will  assist in the  financing  of such  competitor's
product  development.  We will seek to raise capital to develop Cymedix products
in a timely manner,  however, so long as our operations remain  underfunded,  as
they now are, we will be at a competitive disadvantage.

     Software  Development  Personnel.  The  success of the  development  of our
Cymedix software 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 our  Cymedix  products
operate. 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.

Securities Law Issues

     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 Securities  and Exchange  Commission 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  such suit,
Medix could face severe  financial  demands that could  material  and  adversely
affect our financial position.

Impact of Shares Eligible for Future Sale

     As of June 8, 2001, we had 50,006,779  shares of common stock  outstanding.
As of that date, approximately 22,153,631 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  U.S.
Securities and Exchange  Commission (the "SEC"). The exercise prices of options,
warrants or other rights to acquire  common stock  presently  outstanding  range
from $0.19 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 the 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.

Volatility of Our Stock Price

     Historically,   our  common  stock  has   experienced   significant   price
fluctuations. This has been caused by factors such as:
      o     negative announcements by our company or others, particularly in the
            technology sector;
      o     regulatory, legislative or other developments  affecting our company
            or the health care industry generally;
      o     conversion of our preferred stock and convertible debt  into  common
            stock at conversion  rates  based on  current  market  prices of our
            common  stock and exercise of options and warrants at below  current
            market prices; and
      o     market conditions specific to technology and internet companies, the
            health care 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 health care  related  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.

Application of Penny Stock Rules to Our Common 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 ask  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 will
likely  result in fewer  market  makers  making a market of our common stock and
further restrict the liquidity of our common stock.

Absence of Common Stock Dividends

     We have not had earnings, but if earnings were available, it is our general
policy to retain any earnings  for use in our  operation.  Therefore,  we do not
anticipate  paying any cash  dividends  on our common  stock in the  foreseeable
future.  Any payment of cash dividends on our common stock in the future will be
dependent  upon our  financial  condition,  results of  operations,  current and
anticipated  cash  requirements,  plans for expansion,  as well as other factors
that the Board of  Directors  deems  relevant.  We  anticipate  that our  future
financing agreements will prohibit the payment of common stock dividends without
the prior written consent of our lender(s).


                                   THE COMPANY

     Medix  Resources,  Inc.,  a  Colorado  corporation,  sold its  supplemental
staffing business, which operated under the tradenames "National Care Resources"
and  "TherAmerica" on February 19, 2000, and now principally  develops  software
for Internet-based communications and information management for medical service
providers, through its wholly-owned subsidiary, Cymedix Lynx Corporation.

     We  acquired  Cymedix  in  January  of  1998.   Cymedix  has  developed  an
Internet-based communications and information management product, which we began
marketing to medical professionals nationwide. Growth of the medical information
management  marketplace is being driven by the need to share significant amounts
of clinical and patient information between physicians, their outpatient service
providers,  hospitals, insurance companies and managed care organizations.  This
market is one of the fastest-growing  sectors in healthcare today,  commanding a
projected two-thirds of health care capital investments.  The Cymedix(R)software
contains   patented  elements  that  can  be  used  to  develop  secure  medical
communications  products  that  make  use of the  Internet.  Using  the  Cymedix
software,   medical  professionals  can  order,  prescribe  and  access  medical
information from insurance companies and managed care organizations,  as well as
from  any  participating  outpatient  service  provider  such  as a  laboratory,
radiology center,  pharmacy or hospital. We will provide the software at minimal
charges to physicians  and clinics,  and will collect user fees  whenever  these
products are used to provide services on the Internet.  The products' relational
database technology will provide physicians with a permanent,  ongoing record of
each patient's name,  address,  insurance or managed care affiliation,  referral
status,  medical  history,  personalized  notes  and  an  audit  trail  of  past
encounters.  Physicians will be able to electronically order medical procedures,
receive  and  store  test  results,  check  patient  eligibility,  make  medical
referrals,   request   authorizations,   and  report   financial  and  encounter
information in a cost-effective, secure and timely manner.

     On May 2, 2001,  the Company agreed in principal to enter into a settlement
agreement in the matter of Guli R. Rajani v. Medix Resources, Inc., filed in the
United States District Court, Southern District of New York, (00 Civ. 5061). The
Company  has agreed to pay to the  plaintiff  $20,000  and issue to him,  over a
period of 18 months, 3-year warrants to purchase 137,500 shares of the company's
common stock at $0.50.  Based upon this agreement,  the case is being  dismissed
with prejudice and without costs.

     Our principal  executive office is located at 305 Madison Ave., Suite 2033,
New York, NY 10165,  and its telephone  number is (212) 697-2509.  Our principal
administrative  office is at 7100 East Belleview  Ave.,  Greenwood  Village,  CO
80111,  and its  telephone  number is (303)  741-2045.  We also have  offices in
California, Georgia and New Jersey.


                                 USE OF PROCEEDS

     The net  proceeds  from the sale of shares  will be received by the selling
shareholders.  Medix will not receive any of the  proceeds  from any sale of the
shares by the selling  shareholders.  However,  Medix will  receive the proceeds
from the draw downs  under the  equity  line and the  exercise  of  warrants  to
purchase the shares to be sold hereunder.


                              SELLING SHAREHOLDERS

     The table below sets forth information as of June 15, 2001, with respect to
the selling  shareholders,  including names,  holdings of shares of common stock
prior to the offering of the shares, 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 shareholders  immediately following the sale of the shares, assuming
all of the offered shares are sold.

                                Shares of
                               Common Stock
                               Beneficially        Shares of       Shares of Common Stock to
                               Owned Before       Common Stock    be Beneficially Owned After
            Name               the Offering       Being Offered          the Offering
----------------------------  -------------     ----------------- ---------------------------
                                                                     Number      Percentage
                                                                  ------------ --------------

Cornell Capital Partners,
 L.P.                           8,000,000             8,000,000          0            0%
Dutchess Private Equities
 Fund, L.P.                     1,500,000             1,500,000          0            0%
Dutchess Advisors Limited         600,000               600,000          0            0%
Yorkville Advisors
 Management LLC                   300,000               300,000          0            0%
Eric J. Appell                    354,961                36,000    318,961            *%
Shapiro Forman Allen &
 Miller LLP                        16,667                16,667          0            0%
Guli R. Rajani                     11,111                11,111          0            0%
Nicole S. Rajani                   11,111                11,111          0            0%
Ajay G. Rajani                     11,111                11,111          0            0%
                              -------------     -----------------
Total                          10,804,961            10,486,000
---------
*less than 1%

Relationship Between Medix and the Selling Shareholders

     The selling  shareholders  have or will  acquire the shares of common stock
indicated  above in one of the following  ways: (i) upon advancing  funds to the
Company under a equity line financing,  (ii) in payment of the Company's finders
fee obligations in connection with the equity line financing, and (iii) upon the
exercise  of  warrants  issued  for  services   rendered  or  in  settlement  of
litigation.  None of the persons  listed above are  affiliates  or controlled by
affiliates  of the Company.  We have a separate  contractual  obligation to file
this registration with each of the selling  shareholders,  which was part of the
inducement for them to invest in the Company.



                            DESCRIPTION OF SECURITIES

     Our authorized  capital consists of 100,000,000 shares of common stock, par
value $.001 per share,  and 2,500,000  shares of preferred  stock. As of June 8,
2001, we had  outstanding  50,006,779  shares of common  stock,  1 share of 1996
Preferred  Stock,  50 shares of 1999 Series B Preferred  Stock and 375 shares of
1999 Series C Preferred  Stock.  As of such date,  our common  stock was held of
record by  approximately  371 persons and  beneficially  owned by  approximately
4,000 persons.

Common Stock

     Each  share of common  stock is  entitled  to one vote at all  meetings  of
shareholders.  Shareholders  are not permitted to cumulate votes in the election
of directors.  Currently,  the Board of Directors consists of six directors, who
serve for staggered terms of three years, with at least two directors elected at
every  annual  meeting.  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  common stock.  In the event of  liquidation,
dissolution or winding up of Medix, holders of the common stock will be entitled
to receive on a pro rata basis all assets of Medix 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.,  12039 W.  Alameda
Parkway,  Suite Z-2,  Lakewood,  Colorado 80228, as Transfer Agent and Registrar
for the our common stock, (303) 986-5400.


                              PLAN OF DISTRIBUTION

     The selling shareholders 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
shareholders  may use any one or more  of the  following  methods  when  selling
shares:

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

-    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;

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

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

-    privately negotiated transactions;

-    short sales;

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

-    a combination of any such methods of sale; and

-    any other method permitted pursuant to applicable law.

     The  selling  shareholders  may also sell  shares  under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

     The selling  shareholders  may also engage in short sales  against the box,
puts  and  calls  and  other  transactions  in  securities  of  the  Company  or
derivatives  of Company  securities and may sell or deliver shares in connection
with these  trades.  The selling  shareholders  may pledge their shares to their
brokers  under  the  margin  provisions  of  customer  agreements.  If a selling
shareholder  defaults on a margin loan, the broker may, from time to time, offer
and sell the pledged shares.  The selling  shareholders have advised the Company
that they 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 shareholders.

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

     The selling shareholders 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. The SEC has stated that private equity line
financings, such as the Company's agreements with Cornell Capital Partners, L.P.
and Dutchess Private Equities Fund, L.P., listed above as selling  shareholders,
are in its view indirect primary offerings.  Under such analysis,  those selling
shareholders would be "underwriters" as described above.

     The  Company  is  required  to pay all fees and  expenses  incident  to the
registration  of the  shares,  including  fees and  disbursements  of counsel to
certain of the selling shareholders.  Otherwise,  all discounts,  commissions or
fees  incurred in connection  with the sale of the common stock  offered  hereby
will be paid by the selling  shareholders.  The Company has agreed to  indemnify
certain  selling  shareholders  against  certain  losses,  claims,  damages  and
liabilities, including liabilities under the Securities Act.

     Upon the Company being notified by a selling  shareholder 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 shareholder 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.

     The Company has advised the selling shareholders 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 Medix may indemnify its 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,  Medix 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   provide  that  we  shall  indemnify  its
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  shareholders'  or  directors'
resolution or by contract.

     Insofar as  indemnification  for  liabilities  under the  Securities Act of
1933, as amended (the "Securities Act"), may be permitted to directors, officers
or persons  controlling  Medix pursuant to the foregoing  provisions,  Medix has
been informed that in the opinion of the  Commission,  such  indemnification  is
against  public  policy as  expressed  in the  Securities  Act and is  therefore
unenforceable.


                              AVAILABLE INFORMATION

     We are a  reporting  company  and file our  annual,  quarterly  and current
reports,  proxy  material and other  information  with the SEC.  Reports,  proxy
statements and other information  concerning Medix filed with the Commission may
be  inspected  and  copied  at  the  Public  Reference  Room  maintained  by the
Commission at its office,  450 Fifth Street,  N.W.,  Washington,  D.C. 20549, as
well as at the Regional Offices of the Commission at Citicorp  Center,  300 West
Madison Street, Chicago,  Illinois 60661 and Seven World Trade Center, New York,
New York  10048.  Copies  of such  material  can be  obtained  from  the  Public
Reference Room of the  Commission at 450 Fifth Street,  N.W.,  Washington,  D.C.
20549, at prescribed  rates. The public may obtain  information about the Public
reference room in Washington, D.C. by calling the SEC at 1-800-SEC-0330. Our SEC
filings are also available at the SEC's Website 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 SEC allows us to  "incorporate by reference"  information  that we file
with them,  which means that we can  disclose  important  information  to you by
referring  you  to  the  documents   filed  with  the  SEC  that  contains  that
information.  The information  incorporated by reference is an important part of
this  Prospectus,  and it is  important  that you review it before  making  your
investment  decision.  We hereby  incorporate by reference the documents  listed
below:

     (a)  a copy of our Annual  Report on Form  10-KSB for the fiscal year ended
          December 31, 2000, filed with the SEC on March 21, 2001;

     (b)  a copy of our  Quarterly  Report on Form 10-Q for the  fiscal  quarter
          ended March 31, 2001, filed with the SEC on May 14, 2001;

     (c)  copies of the our Forms 8-K,  filed with the SEC on January 9, January
          16, January 17,  January 29,  February 1, February 20, March 15, March
          27, April 5, April 11, April 23, May 24, and June 12, 2001.

     We are  delivering  with this  Prospectus a copy of the Form 10-KSB and the
Form 10-Q referred to above. Any statement contained in a document  incorporated
or deemed to be  incorporated by reference in this  Prospectus,  or made herein,
shall be deemed to be modified or superseded for purposes of this  Prospectus to
the  extent  that a  statement  contained  herein or in any  subsequently  filed
document,  which also is or is deemed to be  incorporated  by reference  herein,
modifies or supersedes such  statement.  Any statement so modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a part
of this Prospectus.

     We will provide  without  charge to each person,  including any  beneficial
owner,  to whom a copy of this  Prospectus  is  delivered,  upon oral or written
request of any such person,  a copy of any or all of the documents  incorporated
herein by  reference,  other than the  exhibits to such  documents  (unless such
exhibits are  specifically  incorporated by reference into the information  that
this Prospectus incorporates). Requests should be directed to Investor Relations
Department,  Medix  Resources,  Inc.,  7100  E.  Belleview  Avenue,  Suite  301,
Greenwood Village, Colorado 80111, telephone (303) 741-2045.


                                  LEGAL MATTERS

     The  validity of the shares  offered  hereby is being passed upon for us by
Lyle B. Stewart, P.C. 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 shares
of Medix common stock at an exercise price of $3.38 per share.


                                     EXPERTS

     The consolidated financial statements of Medix as of December 31, 2000, and
for each of the two years in the period ended December 31, 2000 appearing in our
2000 Form 10-KSB 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.


         SEC Registration Fee...............................$ 2,491
         Blue Sky Filing Fees and Expenses................... 1,000*
         Accountants' Fees and Expenses...................... 2,000*
         Legal Fees and Expenses.............................40,000*
         Miscellaneous.......................................     0*
                                                          -----------
         TOTAL..............................................$45,491*

--------------------
    *  Estimated, subject to change.

     The  Company will bear all of the above expenses of the registration of the
          Shares.

      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, Esq

10.1              Equity Line of Credit Agreement, dated June 12, 2001, between
                  the Company, Cornell Capital Partners, L.P., and Dutchess Private
                  Equities L.P.

10.2              Registration Rights Agreement, dated June 12, 2001, between the
                  Company, CornellCapital Partners, L.P., and Dutchess Private Equities
                  L.P.

10.3              Escrow Agreement, dated June 12, 2001, between the Company,
                  Cornell Capital Partners,  L.P., and Dutchess Private Equities
                  L.P., Butler Gonzalez LLP, and First Union National Bank

10.4              Consulting Services Agreement,  dated June 12, 2001, between the Company
                  and Yorkville Advisors Management, LLC

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

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

24.1              Power of Attorney (included on signature page)

      Item 17.  Undertakings.

      A.    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:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act of 1933, as amended (the "Act");

               (ii) 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
                    and 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 20 percent  change in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    registration statement.

               (iii)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 paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if
the  Registration  Statement  is on Form  S-3,  Form  S-8 or Form  F-3,  and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Securities and Exchange Commission (the "Commission") by the Registrant pursuant
to  Section 13 or  Section  15(d) of the  Securities  Exchange  Act of 1934,  as
amended  (the  "Exchange  Act"),  that  are  incorporated  by  reference  in the
Registration Statement.


          (2)  That, for the purpose of determining any liability under the Act,
               each such  post-effective  amendment  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)  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.

     B.   Insofar as indemnification  for liabilities  arising under the Act may
          be permitted to  directors,  officers and  controlling  persons of the
          Registrant  pursuant to the foregoing  provisions,  or otherwise,  the
          Registrant has been advised that in the opinion of the Commission such
          indemnification  is against  public policy as expressed in the 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 Act and  will be
          governed by the final adjudication of such issue.






                                   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-2 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in New York, New York on June 15, 2001.

                                    MEDIX RESOURCES, INC.

                                    By /s/John R. Prufeta
                                       ------------------
                                       John R. Prufeta,
                                       President and CEO

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

     Each  person  whose  signature  appears  below in so  signing  also  makes,
constitutes  and appoints  John R. Prufeta and Gary L. Smith,  and each of them,
his or her true and lawful  attorney-in-fact,  with full power of  substitution,
for him in any and all  capacities,  to  execute  and cause to be filed with the
Securities and Exchange  Commission  any and all  amendments and  post-effective
amendments  to this  Registration  Statement,  with  exhibits  thereto and other
documents in  connection  therewith,  and hereby  ratifies and confirms all that
said  attorney-in-fact  or his substitute or  substitutes  may do or cause to be
done by virtue hereof.


       Signature                          Title                   Date
       ---------                          -----                   ----


 /s/John R. Prufeta            President, Chief Executive      June 15, 2001
 John R. Prufeta               Officer and Director
                               (Principal Executive
                               Officer)


/s/Gary L. Smith               Executive Vice President        June 15, 2001
   Gary L. Smith               and Chief Financial
                               Officer (Principal
                               Financial and Accounting
                               Officer)


/s/David B. Skinner            Director                        June 15, 2001
  David B. Skinner


/s/John T. Lane                Director
  John T. Lane



 /s/Samuel H. Havens           Director                        June 15, 2001
  Samuel H. Havens


/s/Joan E. Herman              Director                        June 15, 2001
  Joan E. Herman



                                  EXHIBIT INDEX


Exhibit
Number                  Description
------                  -----------

5.1               Opinion of Lyle B. Stewart, Esq.

10.1              Equity Line of Credit Agreement, dated June 12, 2001, between the
                  Company, Cornell Capital Partners, L.P., and Dutchess Private
                  Equities L.P.

10.2              Registration Rights Agreement, dated June 12, 2001, between the
                  Company, Cornell Capital Partners, L.P., and Dutchess Private Equities
                  L.P.

10.3              Escrow Agreement, dated June 12, 2001, between the Company,
                  Cornell Capital Partners,  L.P., and Dutchess Private Equities
                  L.P., Butler Gonzalez LLP, and First Union National Bank

10.4              Consulting Services Agreement,  dated June 12, 2001, between the Company
                  and Yorkville Advisors Management, LLC

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

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

24.1              Power of Attorney (included on signature page)