`UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-K/A
                                 Amendment No.2

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For
the Fiscal Year Ended December 31, 2001

[  ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ TO ____________

                                  Commission File Number 0-24768

                              MEDIX RESOURCES, INC.
                 (Name of small business issuer in its charter)

     Colorado                                                  84-1123311
(State or Other Jurisdiction of                              (IRS Employer
Incorporation or Organization                                Identification No.)

                        420 Lexington Avenue, Suite 1830
                            New York, New York 10170
                    (Address of Principal Executive Offices)

                    Issuer's Telephone Number: (212) 697-2509

         Securities Registered Under Section 12(b) of the Exchange Act:
                         Common Stock - $.001 Par Value.

         Securities Registered Under Section 12(g) of the Exchange Act:
                                      None


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act  during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [  ]


Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-X contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [X]


The  aggregate   market  value  of  the   registrant's   Common  Stock  held  by
non-affiliates  of  the  registrant  as of  March  15,  2002  was  approximately
$31,707,233  (for  purposes  of the  foregoing  calculation  only,  each  of the
registrant's officers and directors is deemed to be an affiliate).


There were  58,386,516  shares of  registrant's  Common Stock  outstanding as of
March 15, 2001.


                      Documents incorporated by reference:
                                      None

     Medix Resources, Inc. hereby amends Item 11 of its Form 10-K filed with the
Commission on April 1, 2002, solely to completely restate the material under the
heading "Comparison of Cumulative Total Returns." This restatement is being made
due to the fact that,  as  originally  filed,  the  Company  inadvertently  used
erroneous data points for the American Stock Exchange index used for comparative
purposes. No other changes in the Form 10-K have been made.


ITEM 11.    EXECUTIVE COMPENSATION

Executive Officer Compensation

Summary  Compensation  Table.  The  following  table  sets  forth the annual and
long-term  compensation  for services in all  capacities  to the Company for the
three years ended December 31, 2001,  awarded or paid to, or earned by our Chief
Executive  Officer ("CEO") and our four other most highly  compensated  officers
(the "Named Officers").

                                Annual  Compensation                  Long-Term
                                                                    Compensation
                                                                   ------------
Name and Principal  Fiscal      Salary       Bonus      Other(1)     Securities
   Position          Year       ------       -----      -------      Underlying
   --------          ----                                              Options
                                                                      (Shares)
                                                                      --------
John R. Prufeta       2001    $114,000         0                      425,000
President and CEO     2000    $120,000         0                      600,000
                      1999    $171,000(2)      0                      925,000

Louis E. Hyman,       2001    156,625(3)       0                      250,000
Executive Vice
President and
Chief Technology
Officer

Patricia A.                   $197,000         0                      175,000
Minicucci             2001    $163,846         0                      400,000
Executive Vice
President for         2000
Operations

Gary L. Smith,        2001    $197,000         0                      175,000
Executive Vice        2000      $2,430         0                      250,000
President and
Chief Financial
Officer

Brian R. Ellacott     2001    $165,000         0                      175,000
Senior Vice           2000    $125,769                                150,000
President





(1)  Other  annual  compensation,  except  as  noted,  is made up of  automobile
     allowances,  and disability and health insurance premiums,  in amounts less
     than 10% of the officer's annual salary plus bonus.

(2)  During 1999, Mr. Prufeta served as a consultant to the Company  pursuant to
     a  consulting  agreement  between the Company  and his  employer,  Creative
     Management  Strategies,  Inc., which company was paid or accrued the amount
     shown above and received options to purchase 25,000 shares of Common Stock,
     included in the amount shown. He became an employee of the Company in early
     2000.

(3)  During  2001,  Mr.  Hyman,  through  an  affiliated  entity,  served  as  a
     consultant  to Medix before he became a full time  employee  and  executive
     officer.  This amount includes the consulting  compensation to his firm. He
     also  received  a grant  of  options  to  purchase  20,000  shares  for his
     consulting services.

     Stock Option Awards.  In August 1999,  our Board of Directors  approved and
authorized  our 1999 Stock Option Plan (the "1999  Plan"),  which is intended to
grant  either  non-qualified  stock  options  or  incentive  stock  options,  as
described below. In 2000, our  shareholders  approved the 1999 Plan. The purpose
of the 1999 Plan is to enable our company to provide  opportunities  for certain
officers and key employees to acquire a proprietary  interest in our company, to
increase  incentives  for such  persons to  contribute  to our  performance  and
further  success,  and  to  attract  and  retain  individuals  with  exceptional
business,  managerial and  administrative  talents,  who will  contribute to our
progress, growth and profitability.

     Options  granted under our 1999 Plan include both  incentive  stock options
("ISOs"),  within the meaning of Section  422 of the  Internal  Revenue  Code of
1986, as amended (the "Code"),  and non-qualified stock options ("NQOs").  Under
the terms of the Plan,  all officers  and  employees of our company are eligible
for ISOs. Our company  determines in its discretion,  which persons will receive
ISOs, the applicable  exercise price,  vesting  provisions and the exercise term
thereof.  The terms and  conditions  of option  grants  differ from  optionee to
optionee and are set forth in the optionees'  individual stock option agreement.
Such options  generally vest over a period of one or more years and expire after
up to ten years.  In order to qualify for certain  preferential  treatment under
the Code,  ISOs must satisfy the statutory  requirements  thereof.  Options that
fail to satisfy  those  requirements  will be deemed  NQOs and will not  receive
preferential treatment under the Code. Upon exercise, shares will be issued upon
payment of the exercise price in cash, by delivery of shares of Common Stock, by
delivery of options or a combination of any of these methods. At our 2001 Annual
Meeting, our shareholders approved an increase of 3,000,000 shares to 13,000,000
as the amount of total  shares of our Common Stock  reserved for issuance  under
the 1999 Plan.

     As of March 15, 2002,  we had issued  5,736,560  shares of our Common Stock
upon exercise of options to current or former employees and directors,  and have
6,568,667  shares  currently  covered by outstanding  options held by current or
former employees and directors, with exercise prices ranging form $.19 to $4.97.
Such  options  have been  granted  under the 1999 Plan and earlier  stock option
plans.

Option information for fiscal 2001 relating to the Named Officers is set forth below:

                                  Options Granted in 2001
       Name           Number of    Percentage   Exercise Expiration  Valuation
       ----           Shares of     of Total      Price      Date    under
                    Common Stock     Options     ------     -----   Black-Scholes
                     Underlying    Granted to                        Pricing
                       Options    Employees in                       Method(1)
                     Granted in       2001
                        2001          ----
                        ----
John R. Prufeta       400,00         21.2%       $.62     4/17/06    $217,755
                       25,000         1.3%       $.60     3/23/06     $13,171
Louis E. Hyman        230,000        12.2%       $.61     5/14/06    $123,190
                       20,000         1.1%       $.70     3/03/03     $15,580
Patricia A.           150,000         7.9%       $.61     5/14/06     $80,341
Minicucci              25,000         1.3%       $.60     3/23/06     $13,171
Gary L. Smith         150,000         7.9%       $.61     5/14/06     $80,341
                       25,000         1.3%       $.60     3/23/06     $13,171
Brian R. Ellacott     150,000         7.9%       $.61     5/14/06     $80,341
                       25,000         1.3%       $.60     3/23/06     $13,171

     (1) The Black-Scholes option-pricing model estimates the options fair value
by  considering  the  following  assumptions:  the  options  exercise  price and
expected  life,  the  underlying  current market price of the stock and expected
volatility,  expected dividends and the risk free interest rate corresponding to
the term of the option. The fair values calculated above use expected volatility
of 132%, a risk-free rate of 5.5%, no dividend yield and anticipated exercise at
the end of the term.


               Option Exercises and Year-End Values in Fiscal 2001

Name       Shares      Value     Number of Shares     Value of Unexercised
         Exercised    Realized     Underlying        In-the-Money Options
                                Unexercised Options       at Year-End(1)
                                  at Year-End

                                   Exercisable   Unexer-   Exercisable  Unexer
                                                 cisable                cisable

John R. Prufeta     0         0    1,450,000(2)   500,000    $258,250    $80,000
Louis E. Hyman      0         0      112,500      137,500      $8,325    $12,375
Patricia A.         0         0      575,000         0        $16,000       $0
Minicucci
Gary L. Smith       0         0      325,000      100,000     $16,000       $0
Brian R.            0         0      312,500       12,500     $16,000       $0
Ellacott
____________

(1) The dollar values are calculated by determining the difference between $0.70
per share,  the fair market value of the Common Stock at December 31, 2001,  and
the exercise price of the respective options.

(2) Includes  options  covering 25,000 of these shares were granted to a company
that is an affiliate of Mr. Prufeta for executive search services.

     Medix has no retirement,  pension or profit-sharing program for the benefit
of its  directors,  executive  officers  or other  employees,  but the  Board of
Directors  may  recommend  one or more such programs for adoption in the future.
Medix does not make any contributions to its 401(k) Plan for its employees.

      Employment Agreements.

     Mr. Prufeta's Employment  Agreement,  which has an initial term of one year
and renews in automatic one year increments thereafter, provides that he will be
compensated at the base salary of $275,000  annually,  plus a bonus of $400,000,
subject to certain performance criteria. He holds the positions of President and
Chief Executive  Officer and reports to the Board of Directors.  Pursuant to his
Employment  Agreement,  Mr. Prufeta has been granted options to purchase 200,000
shares of Common  Stock at $.70 per  share,  which vest upon the  occurrence  of
certain performance goals. His Employment  Agreement provides for termination at
any time by the employee with or without cause or by the Company with cause. The
Employment  Agreement  is also  subject to  termination  by the Company  without
cause,  after  the  initial  one-year  of the term  subject  to the right of the
employee to continue to receive  salary and pro-rata  bonus  compensation  for 6
months.  The  Employment  Agreement  also contains a non-compete  provision that
extends  for a period  of one  year  after  termination  or  resignation  of the
employee,  as  well  as  certain  confidentiality   provisions.  The  Employment
Agreement  contains  provisions   providing  that,  upon  the  occurrence  of  a
"Triggering  Event"  (defined  to  include a change in  ownership  of 50% of the
outstanding  shares of the Company's Common Stock through a merger or otherwise)
during the term of his  employment,  he will receive a lump sum payment equal to
his then current year's base and bonus pay.

     Mr. Hyman's Employment  Agreement,  which has an initial term of two years,
ending on May 14, 2003,  provides that he will be  compensated  at the salary of
$200,000  annually.  He holds the position of Executive Vice President and Chief
Technology  Officer,  and  reports to the  President  and CEO.  Pursuant  to his
Employment Agreement,  he has been granted options to purchase 230,000 shares of
Common  Stock  at $.61  per  share,  which  vest  over  the  2-year  term of his
Employment  Agreement.  His Employment Agreement provides for termination at any
time by the employee  with or without  cause or by the Company  with cause.  The
Employment Agreement is also subject to termination by the Company without cause
after the initial one-year of the term,  subject to the right of the employee to
continue to receive  compensation  for 6 months.  The Employment  Agreement also
contains a  non-compete  provision  that  extends for a period of one year after
termination or resignation of the employee,  as well as certain  confidentiality
provisions.  The Employment  Agreement contains provisions  providing that, upon
the occurrence of a "Triggering Event" (defined to include a change in ownership
of 50% of the outstanding  shares of the Company's Common Stock through a merger
or  otherwise)  during the term of his  employment,  he will  receive a lump sum
payment equal to his then current year's base and bonus pay.

     Ms.  Minicucci's  Employment  Agreement,  which had an initial  term of two
years,  ending on March 1, 2002,  provided that she be compensated at the salary
of $200,000 annually.  Such term has been extended to May 1, 2002. She holds the
position of Executive Vice President,  Operations,  and reports to the President
and CEO. Pursuant to her Employment  Agreement,  she has been granted options to
purchase 400,000 shares of Common Stock at $4.97 per share,  which vest over the
2-year term of his Employment  Agreement.  Her Employment Agreement provides for
termination  at any time by the employee with or without cause or by the Company
with cause.  The  Employment  Agreement  is also subject to  termination  by the
Company without cause after the initial  one-year term,  subject to the right of
the employee to continue to receive  compensation  for 6 months.  The Employment
Agreement also contains a non-compete provision that extends for a period of one
year  after  termination  or  resignation  of the  employee,  as well as certain
confidentiality   provisions.   The  Employment  Agreement  contains  provisions
providing that, upon the occurrence of a "Triggering  Event" (defined to include
a change in ownership of 50% of the outstanding  shares of the Company's  Common
Stock through a merger or otherwise) during the term of her employment, she will
receive a lump sum payment equal to his then current year's base and bonus pay.

     Mr. Smith's Employment  Agreement,  which has an initial term of two years,
ending on December 11, 2002,  provides that he will be compensated at the salary
of $200,000  annually.  He holds the position of Executive  Vice  President  and
Chief Financial  Officer,  and reports to the President and CEO. Pursuant to his
Employment Agreement,  he has been granted options to purchase 250,000 shares of
Common  Stock at  $1.125  per  share,  which  vest over the  2-year  term of his
Employment  Agreement.  His Employment Agreement provides for termination at any
time by the employee  with or without  cause or by the Company  with cause.  The
Employment Agreement is also subject to termination by the Company without cause
after the initial one-year of the term,  subject to the right of the employee to
continue to receive  compensation  for 6 months.  The Employment  Agreement also
contains a  non-compete  provision  that  extends for a period of one year after
termination or resignation of the employee,  as well as certain  confidentiality
provisions.  The Employment  Agreement contains provisions  providing that, upon
the occurrence of a "Triggering Event" (defined to include a change in ownership
of 50% of the outstanding  shares of the Company's Common Stock through a merger
or  otherwise)  during the term of his  employment,  he will  receive a lump sum
payment equal to his then current year's base and bonus pay.

     Mr.  Ellacott's  Employment  Agreement,  which had an  initial  term of two
years, ending on March 1, 2002, provided that he be compensated at the salary of
$150,000  annually.  Such term has been  extended to May 1, 2002. In March 2001,
Mr.  Ellacott's  annual salary was increased to $175,000.  He initially held the
position  of Senior Vice  President,  Business  Development,  and  recently  was
appointed as Senior Vice President and Southeast  Division Market CEO, reporting
to  the  Executive  Vice  President,  Operations.  Pursuant  to  his  Employment
Agreement,  he has been  granted  options to purchase  150,000  shares of Common
Stock at $3.97 per  share,  which vest over the  2-year  term of his  Employment
Agreement.  His Employment Agreement provides for termination at any time by the
employee  with or without  cause or by the Company  with cause.  The  Employment
Agreement is also subject to termination by the Company  without cause,  subject
to the right of the employee to continue to receive  compensation  for 6 months.
The Employment Agreement also contains a non-compete  provision that extends for
a period of one year after  termination or resignation of the employee,  as well
as certain confidentiality provisions.

Director Compensation

     In 1999,  we adopted  the policy of  compensating  non-employee  Directors,
$1,000 for attending each regular  quarterly  Board meeting in person,  and $250
for attendance by telephone.  The Board of Directors has also authorized payment
of reasonable  travel or other  out-of-pocket  expenses incurred by non-employee
directors  for  attending  Board or  committee  meetings.  Notwithstanding  this
policy,  during 2001, the Directors waived such fees but not  reimbursements for
out-of-pocket  expenses.  Independently,  Ms Joan Herman has waived her director
fees altogether, based on WellPoint company policy.

     From time to time, the Board of Directors will grant non-employee Directors
options to acquire shares of Common Stock as compensation  for their services to
the Company as  Directors.  During 2001,  we granted  options  covering  200,000
shares of Common  Stock each to Mr.  Jeffries and Mr.  Scalzi,  at the time they
became Directors, which are exercisable at $.78 per share.

     In January  2002,  the  Directors  discontinued  the policy of cash fees to
Directors  for  attending  Board or committee  meetings.  Instead,  non-employee
Directors will be compensated for their services through the grant of options to
purchase our Common Stock.  As of January 22, 2002,  each  Director,  except Ms.
Herman  based on the  policy  referred  to above,  has been  granted  options to
purchase  40,000 shares of Common Stock at an exercise price of $0.70 per share.
Those options vest in quarterly 10,000 share increments, from the date of grant,
provided that the Director remains on the Board of the Company.

     In 1999, we entered into a consulting  agreement  with Mr.  Samuel  Havens,
which  provides  that we pay Mr.  Havens  $5,000  per month  for his  consulting
services in connection with our marketing  efforts.  Mr. Havens has deferred his
monthly payment since April, 2001, with the accrued amount payable to Mr. Havens
at March 15, 2002 being $55,000. During 2001, we paid Mr. Havens $20,000 for his
services.

Board Compensation Committee Report on Executive Compensation

     The  Compensation  Committee  of the Board of Directors  (the  "Committee")
administers   the  Medix  stock  option   plans  and   oversees  our   executive
compensation,  subject  to  approval  of its  recommendations  by the  Board  of
Directors.  Executive compensation includes base salaries, annual incentives and
long  term  stock  option  plans,  as  well  as any  executive  benefits  and/or
prerequisites.

     Our general compensation  philosophy for our executive officers,  including
our  Chief  Executive  Officer  ("CEO"),  is to offer  competitive  compensation
packages that are designed to attract and retain key executives  critical to the
success of the Company.  At present,  packages include annual cash  compensation
(salaries)  and  long-term  compensation  consisting  of options to purchase the
Company's  stock,  to  align  the  interests  of  management  with  those of the
Company's  shareholders.  Beginning with calendar year 2002,  executive packages
will  include  variable  amounts of annual  bonus  potential,  tied to  specific
performance goals for the Company and the individual  executives.  The Committee
intends to review the performance and  compensation of executives  annually,  in
conjunction  with the performance of the Company.  Incentive Stock Option awards
are based upon the Committee's judgment as to the relative rank and contribution
of each  executive  (or other  employee)  to the  success  and  survival  of the
Company.

     In addition,  the Company has entered into  employment  agreements with its
executive officers, as outlined earlier in this report.

                                                   Compensation Committee,

                                                   Dr. David B. Skinner, Chairman
                                                   Ms. Joan E. Herman
                                                   Mr. John T. Lane

Compensation Committee Interlocks and Insider Participation

     In 1999, we entered into  agreements  with  Wellpoint  Pharmacy  Management
("WPM") to implement a pilot program for the introduction of  Cymedix(R)software
to healthcare  providers  identified by WPM.  After the required  testing of the
software,  the  agreements  provide  for a  production  program to  install  the
software  broadly among WPM managed  providers.  One of the agreements  provides
that Medix will nominate a representative  of WPM to be elected to the Company's
Board of  Directors.  Ms. Herman is that  representative.  Such  agreement  also
provided that WPM would be granted warrants  evidencing the right to purchase up
to 6,000,000  shares of Common Stock,  which vest upon the occurrence of certain
performance criteria.  The agreement provides for the grant of warrants covering
3,000,000  shares  with an  exercise  price of $0.30  per  share,  and  warrants
covering  3,000,000  shares  with an  exercise  price of $0.50  per  share,  all
expiring five years from the date of grant, September 8, 2004. In February 2002,
the warrant agreement was amended to revise the performance  criteria and to add
an additional right to purchase up to 1,000,000  additional  shares at $1.75 per
share. At March 15, 2002,  warrants covering  1,850,000  shares,  exercisable at
$.30 per share,  had vested.  In February 2002,  Wellpoint Health Networks Inc.,
the parent of WPM made a secured  convertible  loan to Medix of $1,000,000.  See
"DESCRIPTION OF BUSINESS - Recent  Developments"  for a description of the terms
of both these agreements.  In addition,  Mr. Jeffries,  who became a director of
ours in 2001, is an officer and consultant to Wellpoint Health Network.




Comparison of Cumulative Total Returns

     The following  graph and data point tables  compare the  performance of the
Company's  common  stock  with  the  performance  of the AMEX - U.S.  Index,  as
adjusted,  and as provided by the American Stock exchange and a Custom Composite
Index (4 stocks)  over the five year period  extending  through the end of 2001.
The graph and tabular  information assume that $100 was invested on December 31,
1996 in the  Company's  common  stock,  the  AMEX - U.S.  Index  and the  Custom
Composite index, with any dividends being  reinvested.  The Company has provided
this graph and the tabular information using publicly available information that
it has no reason to believe  is not  accurate.  However,  the  Company  takes no
responsibility for such information.

     The Custom Composite Index includes Cybear, AllScripts, WebMD and ProxyMed,
companies  that the Company  believes are its peers and that are involved in the
same or similar lines of business.  The Company believes that this peer group is
a better comparison than broader indices which are publicly available.  Data for
Cybear, AllScripts and WebMD were not available for periods prior to 1999.


Based on the reinvestment of $100 beginning December 31, 1996

              12/31/1996 12/31/1997 12/31/1998 12/31/1999 12/31/2000 12/31/2001
              ---------- ---------- ---------- ---------- ---------- ----------
Medix           $  100    $   23      $    9      $  288     $  100    $   65
Resources,
Inc.
AMEX            $  100    $  125      $  134      $  177     $  166    $  151
Composite
Index
Custom          $  100    $   98      $  165      $  138     $   16    $   20
Composite
Index

(1)  Medix  acquired its Cymedix  Internet  software  and  services  business in
     January of 1998. Before then it operated only a medical temporary  staffing
     business.  It did not  dispose of all of its  medical  staffing  business
     until February 2000.


                                         SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this Form 10-K/A to be signed on its behalf by the undersigned hereunto duly
authorized.

                                                MEDIX RESOURCES, INC.
Date: April 10, 2002

By: /s/ Gary L. Smith
                                              Executive Vice President and
                                              Chief Financial Officer`