MED E AMERICA CORP
8-A12G, 1999-02-01
COMPUTER PROCESSING & DATA PREPARATION
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                                   FORM 8 - A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                            MEDE America Corporation
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



                    Delaware                              Not Applicable
- --------------------------------------------------------------------------------
       (State of incorporation or organization)           (I.R.S. Employer
                                                         Identification No.)

         90 Merrick Avenue, Suite 501
             East Meadow, New York                            11554
- --------------------------------------------------------------------------------
     (Address of principal executive offices)               (zip code)


If   this   form   relates   to  the        If   this   form   relates   to  the
registration    of   a   class    of        registration    of   a   class    of
securities pursuant to Section 12(b)        securities pursuant to Section 12(g)
of the Exchange Act and is effective        of the Exchange Act and is effective
pursuant   to  General   Instruction        pursuant   to  General   Instruction
A.(c),  please  check the fol lowing        A.(d),  please  check the  following
box. |_|                                    box.|X|

Securities to be registered pursuant to Section 12(b) of the Act:

   Title of each class                      Name of each exchange on which
   to be so registered                      each class is to be registered
- -------------------------------          -------------------------------------

                                      NONE

Securities to be registered pursuant to Section 12(g) of the Act:


                          Common Stock, $.01 par value
- --------------------------------------------------------------------------------
                                (Title of Class)
<PAGE>
ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES
- ------   TO BE REGISTERED.
         -----------------

         Common Stock, $.01 par value
         ----------------------------

     The Registrant incorporates by reference the "Description of Capital Stock"
set forth in the  Registrant's  Registration  Statement on Form S-1 filed by the
Registrant  under the  Securities  Act of 1933,  as  amended  (Registration  No.
333-55977),  as  amended  through  the  date  hereof  and  as  the  same  may be
subsequently  amended (the  "Registration  Statement on Form S-1"),  and, to the
extent applicable,  such portions of any prospectus relating to the Registration
Statement on Form S-1 filed  pursuant to Rule 424(b) under the Securities Act of
1933, as amended.


ITEM 2.  EXHIBITS.
- ------------------

     The Registrant  incorporates  herein by reference the following Exhibits to
the Registration Statement on Form S-1:

     (1)    Certificate of Incorporation of the Registrant, as amended, filed as
            Exhibit 3.1 to the Registration Statement on Form S-1.

     (2)    Amended and Restated Certificate of Incorporation of the Registrant,
            filed as Exhibit 3.2 to the Registration Statement on Form S-1.

     (3)    Amendment to the  Certificate of  Incorporation  of the  Registrant,
            filed as Exhibit 3.5 to the Registration Statement on Form S-1.

     (4)    Amended  Bylaws  of the  Registrant,  filed  as  Exhibit  3.3 to the
            Registration Statement on Form S-1.

     (5)    Form of Specimen  Certificate  for shares of Common Stock , filed as
            Exhibit 4.1 to the Registration Statement on Form S-1.


<PAGE>

                                    SIGNATURE

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.

                                          MEDE AMERICA CORPORATION


                                          /s/ Thomas P. Staudt
                                          --------------------
                                          Thomas P. Staudt
                                          President and Chief Executive Officer

Date: January 29, 1999




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