U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-Q/A
                                 AMENDMENT NO. 1

 (Mark One)
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934.

For the quarterly period ended   September 30, 2003
                               --------------------------------

                                       OR

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934.

For the transition period from                to
                               ---------------    -----------------------------

                        Commission file number 000-26749

                   NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

 Delaware                                                       11-2581812
-------------------------------------------------------------------------------
(State or Other Jurisdiction of               (IRS Employer Identification No.)
Incorporation or Organization)

 26 Harbor Park Drive, Port Washington, NY                             11050
-------------------------------------------------------------------------------
(Address of Principal Executive Offices)                            (Zip Code)

 Registrant's Telephone Number, Including Area Code            (516) 626-0007
                                                   ----------------------------

                                 Not Applicable
                     Former Name, Former Address and Former
                   Fiscal Year, if Changed Since Last Report.

     Indicate  by check  whether  the  registrant:  (1) has  filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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 v No

         Indicate  by  check  whether  the  registration is  an  accelerated
  filer (as  defined  in  Rule  12b-2  of  the  Exchange Act.)

                  Yes                              No   X
                      -------                       -------

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.
Yes                        No
     -------------             -------------

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

         The number of shares outstanding of the issuer's Common Stock, as of
November 6, 2003 was 7,652,967 shares.


<PAGE>
Explanatory Note

     In  connection  with a review by the Staff of the  Securities  and Exchange
Commission  ("SEC"),  this quarterly  report on Form 10-Q/A of National  Medical
Health  Card  Systems,  Inc.,  a  Delaware  corporation  ("Health  Card"  or the
"Company"),  hereby  amends the following  information  in its Form 10-Q for the
quarter  ended  September  30, 2003, as filed with the SEC on November 14, 2003:
(i) by  amending  the  information  contained  in  Item 2 of  Part I to  include
additional  information,  (ii) by including the heading and other information in
Item 3 of Part I, (iii) by amending the information  contained in Item 4 of Part
I, (iv) by amending  the  information  contained in Item 1 of Part II to include
current  information  with respect to the matter described  therein,  and (v) by
amending the exhibit list under Item 6 of Part II to delete exhibits that are no
longer material and to include new exhibits filed herewith.



<TABLE>
<S>                                                                         <C>    <C>    <C>    <C>    <C>    <C>
                                   INDEX                                                        Page

                  FORWARD-LOOKING STATEMENTS                                                     3



PART I        -   FINANCIAL INFORMATION                                                          4
------            ---------------------

ITEM 1        -   CONDENSED FINANCIAL STATEMENTS:                                                4

                  CONSOLIDATED BALANCE SHEET as of                                               4
                   September 30, 2003 (unaudited) and June 30, 2003

                  CONSOLIDATED STATEMENT OF INCOME (unaudited)                                   5
                  for the three months ended September 30, 2003 and 2002

                  CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited)                               6
                  for the three months ended September 30, 2003 and 2002

                  CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                           7

ITEM 2        -   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL                             15
                  CONDITION AND RESULTS OF OPERATIONS

ITEM 3        -   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT                                23
                  MARKET RISK

ITEM 4    -       CONTROLS AND PROCEDURES                                                       23

PART II       -   OTHER INFORMATION                                                             24
-------           -----------------

ITEM 1        -   LEGAL PROCEEDINGS                                                             24

ITEM 2        -   CHANGES IN SECURITIES AND USE OF PROCEEDS                                     24

ITEM 3        -   DEFAULTS UPON SENIOR SECURITIES                                               24

ITEM 4        -   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                           25

ITEM 5        -   OTHER INFORMATION                                                             25

ITEM 6        -   EXHIBITS AND REPORTS ON FORM 8-K                                              25

</TABLE>

<PAGE>


           NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC. AND SUBSIDIARIES

              CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (All $ in thousands, except per share amounts)
                                   (Unaudited)

ITEM 2 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Three Months Ended September 30, 2003
Compared to Three Months Ended September 30, 2002

     Revenue  increased $3.5 million,  or approximately  2%, from $147.3 million
for the three months ended  September 30, 2002, to $150.8  million for the three
months ended September 30, 2003.  Revenue recognized for contracts recorded on a
gross revenue basis was $147.2 million for the three months ended  September 30,
2002 and $150.2 million for the three months ended  September 30, 2003.  Revenue
recognized  for  contracts  recorded on a net revenue basis was $0.1 million for
the three months ended  September 30, 2002 and $0.6 million for the three months
ended  September 30, 2003.  The specific terms of the contracts that Health Card
enters into with its sponsors will determine  whether Health Card recognizes the
gross  revenue  related  to the  cost of the  prescriptions  filled.  For  those
contracts that Health Card  recognizes net revenue,  there is no impact on gross
profit  since  neither the  prescription  revenue  nor the related  costs of the
prescriptions is recorded.  Of the $3.5 million increase in revenue in the three
months ended  September  30, 2003,  $2.9 million was due to the inclusion of PPP
and  Integrail  which  were  included  in the  revenues  for the  quarter  ended
September  30, 2003,  but not in the quarter ended  September 30, 2002.  Another
approximate  $44.3  million of the increase  was due to revenues  related to new
sponsors or new services  offered  during the quarter  ended  September 30, 2003
excluding contracts recorded on a net revenue basis. These increases were offset
by  revenue  decreases  related  to: 1) the  termination  of  existing  customer
contracts  including a major sponsor,  which terminated its contract with Health
Card  effective  December  31,  2002,  leading  to a  reduction  in  revenue  of
approximately  $33.6 million,  2) the Company  recognized on a net revenue basis
one  contract  during  the  three  months  ended  September  30,  2003  that was
recognized on a gross revenue basis during the three months ended  September 30,
2002.  Due to a change in  contract  terms  effective  November  1,  2002,  this
customer's  revenue was  recognized on a net basis from that point.  The revenue
impact of this change was a reduction  in gross  revenue of  approximately  $6.9
million,  and 3) rebates  payable to the  Company's  sponsors  increased by $2.7
million for the three months ended  September  30, 2003 as compared to the three
months ended September 30, 2002.  Since these rebates are treated as a reduction
in  revenues,  this led to a  reduction  in the overall  year-over-year  revenue
increase. In addition, there was a net decrease of approximately $0.5 related to
reductions  in certain  customer  pricing which offset  increased  revenues from
other existing  sponsors as a result of several factors including higher charges
relating to  increased  cost of  pharmaceuticals,  new drugs,  plan  participant
growth and an increase in the average number of claims per plan participant.

     Cost of claims  increased $0.8 million,  or  approximately  1%, from $136.5
million for the three months ended September 30, 2002, to $137.3 million for the
three months ended  September  30, 2003.  PPP and  Integrail  accounted for $2.3
million of the  increase.  Increases  in cost of claims  totaling  approximately
$40.6  million  related to the  activity  of new  sponsors  as well as  existing
sponsors were offset by the factors described in the previous paragraph, namely,
the loss of  sponsors  which  reduced  cost of  claims  by  approximately  $31.9
million,  the  recognizing  of a certain  contract on a net revenue  basis which
reduced cost of claims by  approximately  $6.9 million,  and an increase of $3.3
million in gross  rebates  received,  which is treated as a reduction in cost of
claims.  As a percentage  of revenues,  cost of claims  decreased  from 92.6% to
91.0% for the three  months ended  September  30, 2002 and  September  30, 2003,
respectively.  These  same  factors  contributed  to the  declining  costs  as a
percentage  of  revenue.   The  terminated  major  sponsor  is  a  managed  care
organization. Industry-wide, managed care clients have a greater cost of claims,
and  consequently a lower gross margin,  than other types of business in the PBM
industry. While not all of the revenue associated with this sponsor was replaced
by new business,  the new  business,  for the most part was not managed care, so
consequently  the cost of  claims  on the new  business  was  lower  than on the
business it replaced.  In addition,  the  contracts  recognized on a net revenue
basis  decrease the overall  Company costs as a percentage of revenue due to the
cost not being  recognized on the contracts  recorded on the net revenue  basis.
The acquisition of PPP in July 2003 also had a minor impact in reducing the cost
of claims as specialty pharmacy  distribution  typically generates lower cost of
claims than a PBM.

     Gross  profit  increased  from $10.9  million  for the three  months  ended
September  30, 2002 to $13.5  million for the three months ended  September  30,
2003; a $2.6 million, or 24%, increase. In addition to PPP and Integrail leading
to a small increase in gross profit,  the impact on the Company of replacing the
terminated  major  sponsor with new  business was to have lower  revenues but to
have greater gross profits,  due to the fact that the cost of claims declined by
more than the revenue. Gross profit, as a percentage of revenue,  increased from
7.4% to 9.0% for the three months ended  September  30, 2002 and  September  30,
2003, respectively.  The contracts the Company recognizes on a net revenue basis
have the effect of improving the gross margin as a percent of revenue due to the
lower revenue and cost base.  Partially  offsetting this impact, the Company has
seen some decline in profit  margins due to  competitive  pressures.  . Selling,
general,  and administrative  expenses increased $2.2 million,  or approximately
27%,  from $8.3 million for the three months ended  September  30, 2002 to $10.5
million for the three  months  ended  September  30,  2003.  Approximately  $2.0
million,  or 88%, of this  increase is related to new  services  provided by the
Company in the three months ended  September 30, 2003 which were not provided by
the Company in the three months ended September 30, 2002. These services include
specialty  pharmacy  distribution  through  the  Company's  acquisition  of PPP,
predicative  modeling and consulting services through the Company's  acquisition
of Integrail,  and mail order distribution  through the Company's owned facility
in Miramar Florida.  The Company acquired PPP as of July 31, 2003 (See Note 3 of
Item 1).  Approximately  $642,000 of  expenses  were  incurred by PPP  primarily
related to salary and benefits and postage and supplies during the quarter ended
September 30, 2003. The Company  acquired  Integrail as of November 1, 2002 (See
Note 3 of Item 1). Approximately $461,000 of expenses were incurred by Integrail
primarily  related to salary and  benefits  and  depreciation  and  amortization
during the quarter ended September 30, 2003. Previously, the Company out-sourced
the actual  fulfillment of  prescriptions  that are ordered by mail. By bringing
these services  in-house the Company  believes it will be better able to control
service and cost for its  customers.  The  facility was  operational  as of July
2003.  For the quarter  ended  September  30,  2003,  approximately  $853,000 of
expenses  primarily  related  to  salaries  and  benefits,  shipping  costs  and
insurance were incurred in this endeavor.

     General  and  administrative   expenses  charged  by  affiliates  decreased
approximately  $53,000, or 18%,  year-over-year  from approximately  $297,000 to
approximately  $244,000  for the  three  months  ended  September  30,  2002 and
September  30, 2003,  respectively.  The  decrease  reflects the fact that these
related party services are continuing to be replaced by Company employees.

     Selling,  general,  and  administrative  expenses  as a percent  of revenue
increased  from 5.7% for the three months ended  September  30, 2002 to 7.0% for
the three months ended  September 30, 2003.  The main reason for the increase is
the impact of recognizing more contracts on a net revenue basis, as that has the
effect of dividing  these same  expenses  over a smaller  gross revenue base. In
addition, the three new services described above also led to an increase in this
percentage  particularly mail order where resources were required to be hired in
advance of the revenue.

     For the three months ended  September 30, 2002 and September 30, 2003,  the
Company recognized other expense,  net, of approximately  $226,000 and $176,000,
respectively.  The components of the approximate $50,000 decrease in net expense
were an  approximate  $75,000  decrease  in  interest  expense  incurred  on the
Company's  revolving credit facility (See Note 3 of Item 1), partially offset by
an approximate $25,000 decrease in interest income due to the affiliated company
note being  repaid as of July 31,  2003 (See Note 7 of Item 1). The  decrease in
interest expense is primarily due to the Company's increased cash generated from
operations  and the fact that interest rates on the Company's  revolving  credit
facility have declined year over year.

     Income before the provision for income taxes increased  approximately  $0.5
million,  or  21%,  from  approximately  $2.3  million,  for the  quarter  ended
September  30,  2002,  to  approximately  $2.8  million  for the  quarter  ended
September 30, 2003. The primary  factors  leading to the increase were the gross
profit increase  described above and the reduction in interest expense offset by
the increase in selling, general and administrative expenses.

     The effective tax rate was 41% for both periods presented.  The tax rate of
41% represents the Company's estimated tax rate for the full fiscal year.

     Net income for the quarter ended September 30, 2003 was approximately  $1.6
million  as  compared  to  approximately  $1.4  million  for the  quarter  ended
September  30, 2002; a 21%  increase.  Earnings per diluted  share  increased by
$0.02, to $0.19 for the quarter ended September 30, 2003.


Liquidity and Capital Resources

     The Company's  primary cash  requirements are for capital  expenditures and
operating  expenses,  including cost of  pharmaceuticals,  software and hardware
upgrades  and the  funding of  accounts  receivable.  Effective  July 2003,  the
Company also  requires  cash to carry  inventory in its mail order and specialty
pharmacy  facilities.  The Company also requires cash to execute its strategy of
pursuing  acquisitions of other PBM companies or of companies  providing related
services. As of September 30, 2003, the Company had a working capital deficit of
$34.7  million as compared to a working  capital  deficit of $32.6 million as of
June 30, 2003. The primary reasons for the decline in working capital over these
two  periods  were the  cash  paid for the  acquisition  of PPP and the  current
liability  incurred for  consideration to be paid in connection with the Centrus
acquisition.  These transactions  increased goodwill and other intangible assets
which are long-term  assets,  while  decreasing  current  assets and  increasing
current liabilities. The Company has now acquired five companies since July 2000
utilizing  primarily  cash.  This has had the effect of increasing the Company's
working capital deficits until sufficient profitability is generated to pay back
the cost of the  acquisitions.  In  addition,  the  Company's  revolving  credit
facility  is  treated  all as a  short-term  liability  per  generally  accepted
accounting principles even though its terms do not expire until January 2005.

     Net cash  provided by operating  activities  was $7.6 million for the three
months ended September 30, 2003. Net cash used in operating  activities was $0.5
million for the three months ended  September 30, 2002. The main factor that led
to the $8.1 million increase in cash provided by operations was the $6.5 million
increase in the change in accounts payables and accrued expenses.

     Historically,  the timing of the Company's accounts receivable and accounts
payable has generally been a net source of cash from operating activities.  This
is the result of the terms of trade in place with plan sponsors on the one hand,
and the Company's pharmacy network on the other hand. These terms generally lead
to the  Company's  payments to  participating  pharmacies  being slower than its
corresponding  collections  from plan sponsors.  The Company  believes that this
situation is not unusual in the pharmacy benefit management industry and expects
to operate on similar terms for the foreseeable future. However, there can be no
assurance that such terms of trade will continue in the future and, if they were
to change  materially,  the Company could  require  additional  working  capital
financing. Furthermore, if such terms of trade were to change materially, and/or
if the Company were unable to obtain additional working capital financing, there
could  be a  material  adverse  effect  on  the  Company's  business,  financial
condition, or results of operations.

     Net cash used in investing activities was $2.9 million for the three months
ended September 30, 2003, as compared to $1.6 million for the three months ended
September  30,  2002.  The  primary  differences  in the two  periods  were  the
acquisition  of PPP and the  repayment  of  affiliate  loans in the period ended
September 30, 2003, and a $1.4 million increase in capital  expenditures for the
three  months  ended  September  30, 2003 as compared to the three  months ended
September 30, 2002. The net cash outlay for PPP was $3,639,188, representing the
initial  payment of  $3,150,000  to the Sellers,  $608,873 to pay off PPP's bank
debt plus  $57,116 of  related  expenses.  Cash in the  amount of  approximately
$176,801 was assumed in the acquisition.  In addition, $114,540 has been accrued
as additional purchase price related to an earn out provision.

     During the three months ended  September 30, 2003 the Company  repaid a net
of approximately $5.1 million under its revolving credit facility. The repayment
of the affiliated note enabled the Company to borrow less during the quarter.

     On January 29,  2002,  the  Company  entered  into a $40 million  revolving
credit  facility (the  "Facility"),  details of which are set forth in Note 3 to
the  financial  statements  in Part 1.  Borrowings  of $28.7  million  under the
Facility  were  used to  finance  part of the  purchase  price of the  Company's
acquisition of Centrus.  The Facility  contains  various  covenants that,  among
other things,  require the Company to maintain certain  financial  ratios. As of
November 6, 2003 approximately $16.6 million was outstanding under the Facility,
and the Company was in compliance with its financial covenants.

     Three of these  financial  covenants  are based upon the  EBITDA  (earnings
before interest,  taxes, depreciation and amortization) generated by the Company
over specified  periods of time. These covenants;  EBITDA for the current fiscal
quarter,  interest  coverage ratio,  and debt service  coverage for the previous
twelve  months  are  evaluated  by the  Lender  as a  measure  of the  Company's
liquidity  and its ability to meet all of its  obligations  under the  Facility.
EBITDA is presented as cash flow from  operations  plus or minus the net changes
in assets and liabilities and the changes in certain non-cash  reconciling items
from net cash from  operations  to net income over the reported  periods.  While
EBITDA is not a measure of financial  performance  nor liquidity under generally
accepted accounting principles,  it is provided as information for investors for
analysis purposes in light of the financial  covenants referred to above. EBITDA
is not meant to be  considered a  substitute  or  replacement  for net income as
prepared in accordance  with  accounting  principles  generally  accepted in the
United States.  EBITDA,  which increased by  approximately  $0.8 million or 21%,
from $3.6 million for the three months ended  September 30, 2002 to $4.4 million
for the three months ended  September  30, 2003,  is  calculated as follows (see
Consolidated Statement of Cash Flows comprising Item 1 hereof for more details):



                        Three Months Ended September 30,
                                                  2003                    2002
                                         ------------------------- -------------
                                         ------------------------- -------------
Cash flow from operations                     $   7,615               $   (487)
Provision for income taxes                        1,144                    948
Other (income) expense, net                         176                    226
Net change in assets and liabilities             (4,359)                 2,748
Non-cash  items to  reconcile  net cash            (229)                   147
from operations to net income
                                         ------------------------- -------------
                                         ------------------------- -------------
EBITDA                                        $   4,347              $   3,582
                                         ========================= =============

     The  Company  has entered  into  various  capital  lease  transactions  for
hardware and  software.  The Company has also  assumed  various  capital  leases
through its  acquisitions.  The  principal  balance of all capital  leases as of
September 30, 2003 was approximately $691,000.

     The Company has entered into various real estate operating leases with both
related and unrelated  parties.  The Company has entered into various  operating
leases with  unrelated  third  parties for office  equipment.  These leases have
different  payment terms and expiration  dates.  The Company also entered into a
sale-leaseback  operating  lease of certain fixed assets  (principally  computer
hardware and externally  developed  software) with an affiliate of the Company's
Vice Chairman.  See Note 9 to the Consolidated  Financial Statements  comprising
Item 8 of Form 10 -K, for the year ended June 30, 2003 for a further description
of these various leases.

     The  total  future  payments  under  these  contractual  obligations  as of
September 30, 2003, is as follows:

<TABLE>
<S>                                                        <C>    <C>    <C>    <C>    <C>    <C>

Contractual Obligations                     Payments Due by Period
                                             ($ in thousands)

                                          Total           Less than         1-3 Years          4-5            After
                                                           1 Year                             Years          5 Years
                                        -----------     --------------      ----------      ----------      ----------
                                        -----------     --------------      ----------      ----------      ----------
Long Term Debt                       $      10,579  $          10,579  $            -  $            -  $            -
Capital Lease Obligations                      691                476             215               -               -
Operating Leases                            11,535              2,641           4,383           1,148           3,363
Sale-leaseback                                 481                444              37               -               -
                                        -----------     --------------      ----------      ----------      ----------
                                        -----------     --------------      ----------      ----------      ----------
   Total Contractual Cash
        Obligations                  $      23,286  $          14,140  $        4,635  $        1,148  $        3,363
                                        ===========     ==============      ==========      ==========      ==========

</TABLE>
     The members of PMP are eligible to receive  additional  consideration of up
to  $1,000,000  if certain PMP clients are  retained  over the first three years
after  acquisition.  These  targets  were not met in the  first  two years so no
additional  consideration was due and payable.  It is the Company's  expectation
that these amounts will not be earned in the third year either as the identified
clients were not generally retained directly, although they were replaced.

     The   shareholders   of  Centrus  are   eligible   to  receive   additional
consideration  of up  to  $4,000,000,  payable  over  three  years,  if  certain
financial  targets  are met over the  first  two years  after  acquisition.  The
financial performance targets were achieved during the first year and $2 million
has been earned.  Of this amount, $1 million was paid in May 2003 and another $1
million will be paid in May 2004.

     The Sellers of Integrail  are eligible to receive from monies put in escrow
up to $700,000 if certain  operational  milestones  are achieved  over the first
twelve months after acquisition. These milestones were achieved and all escrowed
funds were released in November 2003.

     The shareholders of PPP are eligible to receive additional consideration of
up to  $7,000,000,  if certain  financial  targets  are met over the first three
years.  Such amounts earned are payable within 45 days after the first,  second,
and third anniversary of the date of acquisition.  In the sole discretion of the
Company,  up to 50% of any amounts earned can be paid in the Company's  stock in
lieu of cash.

     In  February  1998,   the  Company   entered  into  an  agreement  with  an
unaffiliated party for computer software products and professional services. The
agreement  required the Company to pay an initial  license fee. In addition,  if
certain  milestones are met based on the number of processed  claims, as defined
in the agreement, the initial license fee increases in specified increments.  To
date, four such  milestones  have been met,  resulting in a 100% increase in the
license fee. The  agreement  also  provides for the annual  payment of a fee for
maintenance  and updating  services equal to 18% of the initial  license fee, as
defined.   It  is  anticipated,   based  on  internal  growth  and  the  Centrus
acquisition,  that the last milestone will be met. If the remaining milestone is
reached, the cash outlay by the Company would be $100,000.

     The  Company  anticipates  that  current  cash  positions,  after  its five
acquisitions  together  with  anticipated  cash  flow from  operations,  will be
sufficient to satisfy the Company's  contemplated cash requirements for at least
24  months.  This is based  upon  current  levels of  capital  expenditures  and
anticipated operating results for the next 24 months.  However, it is one of the
Company's  stated goals to acquire other pharmacy benefit  management  companies
and companies providing related services.  Depending on the Company's evaluation
of future  acquisitions,  additional  cash may be  required  to  complete  these
acquisitions.  In addition,  the Company will require cash to acquire  inventory
for its mail order and specialty distribution operations.  In the event that the
Company's  plans  change  or its  assumptions  prove  to be  inaccurate,  or the
proceeds  from the Facility  prove to be  insufficient  to fund  operations  and
acquisitions,  the Company could be required to seek additional financing sooner
than  anticipated.  (See  Subsequent  Events Note 11 of Item 1). There can be no
assurance that such financing could be obtained at rates or on terms  acceptable
to the Company, if at all.

Other Matters

Inflation

     Management  does not  believe  that  inflation  has had a material  adverse
impact on Health Card's net income.

Critical Accounting Policies and Estimates

General

     Health  Card's  discussion  and  analysis of its  financial  condition  and
results  of  operations  are based upon  Health  Card's  unaudited  consolidated
financial  statements,  which have been prepared in accordance  with  accounting
principles  generally  accepted in the United States.  The  preparation of these
financial  statements  requires Health Card to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses; these
estimates and judgments also effect related disclosures of contingent assets and
liabilities.  On an on-going  basis,  Health Card  evaluates  its  estimates and
judgments,  including those related to revenue recognition, bad debt, intangible
assets, income taxes, and financing operations.  Health Card bases its estimates
on  experience  and  on  various  other  assumptions  that  are  believed  to be
reasonable  under the  circumstances,  the  results  of which form the basis for
making  judgments about the carrying  values of assets and liabilities  that are
not readily  apparent from other  sources.  Actual results may differ from these
estimates under different assumptions or conditions.

     The Company believes that of its significant  accounting policies (See Note
1 to the Consolidated  Financial Statements  comprising Item 8 of Form 10-K, for
the year ended June 30,  2003),  the  following  may involve a higher  degree of
judgment and complexity than others:

Revenue Recognition

     (a) The Company has historically entered into two types of arrangements for
the payment of  administrative  fees:  fee for service  (per claim  charges) and
capitation  (per  member  per  month   charges).   Under  the  fee  for  service
arrangement, the Company is paid by its sponsors for the Company's contractually
agreed upon rates based upon actual claims adjudicated, plus a fixed transaction
fee.  Under  the  capitation  arrangement,  the fee is  based on the  number  of
participants per month;  the Company pays for the cost of  prescriptions  filled
and thus shares the risk of  operating  profit or loss with these  plans.  Since
January 1, 2000,  all  services  have been  provided on a fee for service  basis
only.

     Revenue under the fee for service arrangement is recognized when the claims
are adjudicated.  Included as revenue are the Company's  administrative fees and
charges  relating  to  pharmaceuticals  dispensed  by the  Company's  network of
pharmacies.  Revenues are reduced by the amount of rebates paid to the Company's
sponsors.

     (b) The specific  terms of the contracts  that Health Card enters into with
its sponsors will  determine  whether  Health Card  recognizes the gross revenue
related to the cost of the prescriptions  filled. There are several factors from
EITF 99-19 that leads the Company to recognize  the majority of its revenue on a
gross basis. These include: the Company acts as a principal and not an agent and
is the primary obligor in the  relationship  among the pharmacies,  the sponsors
and the Company,  the Company has credit risk, the Company has certain  latitude
in establishing  price, and the Company has discretion in supplier  selection In
certain  cases,  primarily  because the amount the Company  earns is fixed,  the
Company has not  recognized  the gross revenue or cost related to  prescriptions
filled for a specific sponsor.  This has no impact on the Company's gross profit
since neither the prescription revenue nor the related cost of the prescriptions
is recorded.

     (c)  Rebates  are  recognized  when  the  Company  is  entitled  to them in
accordance with the terms of its  arrangements  with drug  manufacturers,  third
party rebate administrators, and sponsors, and when the amount of the rebates is
determinable.   The  Company  records  the  gross  rebate   receivable  and  the
appropriate  payable to the sponsors  based on  estimates,  which are subject to
final  settlement.  The  estimates  are based upon the claims  submitted and the
Company's rebate experience,  and are adjusted as additional information becomes
available.

Bad Debt

     Health Card maintains allowances for doubtful accounts for estimated losses
resulting from the liability of its sponsors to make required  payments.  If the
financial condition of Health Card's sponsors were to deteriorate,  resulting in
an impairment of their ability to make  payments,  additional  allowances may be
required.

Goodwill and Intangible Asset Impairment

     In  assessing  the  recoverability  of the  Company's  goodwill  and  other
intangibles,  the Company must make assumptions  regarding estimated future cash
flows and other factors to determine the fair value of the respective assets. If
these estimates or their related  assumptions  change in the future, the Company
may be required to record  impairment  charges for these  assets not  previously
recorded.  On July 1, 2001 the Company adopted Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible  Assets," and will be required
to analyze its goodwill for impairment issues on a periodic basis thereafter. To
date, the Company has not recorded any impairment losses related to goodwill and
other intangible assets.

Deferred Taxes

     Health  Card  periodically  considers  whether  or not it  should  record a
valuation allowance to reduce its deferred tax assets to the amount that is more
likely than not to be realized.  While Health Card has considered future taxable
income  and  ongoing  tax  planning  strategies  in  assessing  the need for the
valuation allowance, in the event Health Card were to determine that it would be
able to  realize  its  deferred  tax  assets in the  future in excess of its net
recorded  amount,  an adjustment to the deferred tax asset would increase income
in the  period  such  determination  was  made.  Likewise,  should  Health  Card
determine  that it would not be able to realize all or part of its net  deferred
tax asset in the  future,  an  adjustment  to the  deferred  tax asset  would be
charged to income in the period such determination was made.

Capitalized Software

     The costs of  software  developed  for  internal  use  incurred  during the
preliminary project stage are expensed as incurred. Direct costs incurred during
the application  development  stage are  capitalized.  Costs incurred during the
post-implementation/operation   stage  are  expensed  as  incurred.  Capitalized
software  development  costs are amortized on a  straight-line  basis over their
estimated useful lives,  commencing on the date the software is placed into use,
primarily three years.


ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.


ITEM 4 - CONTROLS AND PROCEDURES

     Disclosure controls and procedures are the controls and procedures designed
to ensure  that  information  that the  Company is  required  to disclose in its
reports under the Exchange Act is recorded,  processed,  summarized and reported
within the time periods required. They include, without limitation, controls and
procedures  designed to ensure that  information is accumulated and communicated
to management in order to allow timely decisions regarding required disclosure.

     Under the supervision and with the participation of management, chiefly the
Company's  principal  executive  officer and the Company's  principal  financial
officer,  Health Card evaluated the effectiveness of the design and operation of
its disclosure controls and procedures within 90 days of the filing date of this
quarterly report.  Based on that evaluation,  the Company's  principal executive
officer and the Company's  principal financial officer have concluded that these
controls and procedures are effective. There have been no significant changes in
the Company's  internal controls,  or in other factors that could  significantly
affect these controls, subsequent to the date of the evaluation.


<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

     The legal proceeding described below should be read in conjunction with the
legal proceeding disclosure in the following earlier reports: Part I, Item 3 and
Note 9 to the consolidated  financial  statements of Health Card's Annual Report
on From  10-K for the year  ended  June 30,  2003 and Part II,  Item 1 of Health
Card's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003.

     An action was  commenced  against  the Company on April 30, 2002 by Midwest
Health Plan Inc.  ("MHP") in the United  States  District  Court for the Eastern
District of Michigan.  The amended complaint alleges,  among other things,  that
the  parties  entered  into a contract  dated July 1999 (the  "Agreement"),  and
further alleges that the Company has overcharged MHP for the  administration  of
prescription benefit services in contravention to the terms of the Agreement and
breached  its  fiduciary  duties by making a profit.  MHP is  seeking $3 million
dollars in damages.  The Company  filed an answer and  counterclaim  on June 12,
2002. In the counterclaim, the Company claimed damages in excess of $2.8 million
based on Midwest's failure to pay under a contract.  In late June 2002,  Midwest
agreed to make two payments in the amount of $1.34  million and $1.36 million to
partially settle the Company's  claims against Midwest.  Midwest has now added a
fiduciary duty claim. The Company continues to have counterclaims  totaling over
$200,000 against Midwest for Midwest's  failure to pay the amounts it had agreed
to pay Health  Card for goods and  services.  The  Company's  motion for partial
summary  judgment and motion to dismiss the fiduciary duty claim scheduled to be
heard on November 6, 2003 was cancelled. The court has not rescheduled a hearing
date for the partial summary  judgment and motion to dismiss.  In addition,  the
court has not set a trial date. Discovery closed September 30, 2003. The Company
intends to  vigorously  defend the  action.  The Company is unable to provide an
estimate of any particular  loss, if any,  which may be associated  with the MHP
claims.





ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits


Exhibit
Number       Description of Exhibit
<TABLE>
<S>                                                              <C>    <C>    <C>    <C>    <C>    <C>


 2.1     Asset Purchase Agreement dated as of November 1, 2002, by and between Health Card, Integrail Acquisition
         Corp., Health Solutions, Ltd., and certain security holders of Health Solutions, Ltd. (10)
 2.2     Assignment Agreement dated as of November 1, 2002, by and between Health Card, Integrail Acquisition Corp.,
         and Health Solutions, Ltd. (10)
 2.3     Stock Purchase Agreement dated July 31, 2003, among Health Card and Portland Professional Pharmacy,
         Portland Professional Pharmacy Associates and the individuals listed on Schedule I thereto
 2.4     Stock Purchase Agreement dated October 30, 2003 by and between Health Card and New Mountain Partners, L.P. (13)
 3.1     Certificate of Incorporation of Health Card (7)
 3.2     By-Laws of Health Card (7)
 4.1     Form of Warrant Agreement, including form of Representatives' Warrants (1)
10.1     Mail Service Provider Agreement, dated July 1, 1996, between Health Card and
         Thrift Drug, Inc. d/b/a Express Pharmacy Services (1)
10.2     Amendment to Mail Service Provider Agreement, dated January 1, 1997, between
         Health Card and Thrift Drug, Inc. d/b/a Express Pharmacy Services (1)
10.3     Software License Agreement and Professional Service Agreement, dated February
         18, 1998, between Health Card and Prospective Health, Inc. (1)
10.4     1999 Stock Option Plan (1)
10.5     Employee Covenant Agreement, dated June 16, 1998, between Health Card
         and Ken Hammond (1)
10.6     Stock Option Agreement, dated August 3, 1999, between Health Card and Ken
         Hammond (4)
10.7     Employment Agreement, dated March 27, 2000, between Health Card and
         David Gershen (4)
10.8     Stock Option Agreement, dated May 1, 2000, between Health Card and David
         Gershen (4)
10.9     Employment Agreement, dated May 3, 2000, between Health Card and James
         Bigl (4)
10.10    Stock Option Agreement, dated June 12, 2000, between Health Card and James
         Bigl (4)
10.11    Stock Option Agreement, dated August 3, 1999, between Health Card and
         Kenneth J. Daley (4)
10.12    Stock Option Agreement, dated August 3, 1999, between Health Card and
         Gerald Angowitz (4)
10.13    Lease, dated August 10, 1998, between 61 Manorhaven Boulevard, LLC and
         Health Card (1)
10.14    Acquisition and Merger Agreement, dated as of June 27, 2000, between
         Health Card and Pharmacy Associates, Inc. (3)
10.15    Asset Purchase Agreement dated as of March 5, 2001 among National Medical Health
         Card Systems, Inc., PMP Acquisition Corp., Provider Medical Pharmaceutical, LLC and
         members of PMP (5)
10.16    Employment Agreement, dated June 4, 2001, between National Medical Health Card
         Systems, Inc. and Tery Baskin (6)
10.17    Stock Option Agreement, dated June 4, 2001, between National Medical Health Card
         Systems, Inc. and Tery Baskin (6)
10.18    Stock Option Agreement, dated June 12, 2001, between National Medical Health Card
         Systems, Inc. and James Bigl (6)
10.19    Asset Purchase Agreement dated January 29, 2002 by and among the
         Company, Health Solutions Limited ("HSL"), HSL Acquisition Corp., a
         wholly-owned subsidiary of the Company, and the security holders of HSL (8)
10.20    Receivables Purchase and Transfer Agreement dated January 29, 2002 by and among
         the Company and certain of  its subsidiaries and NMHC Funding, LLC (8)
10.21    Amendment No. 1 dated September 25, 2002 to Receivables Purchase and Transfer Agreement by
         and among the Company and certain of its subsidiaries and NMHC Funding, LLC
10.22    Amendment No. 2 dated June 30, 2003 to Receivables Purchase and Transfer Agreement by
         and among the Company and certain of its subsidiaries and NMHC Funding, LLC
10.23    Amendment No. 3 dated October 30, 2003 to Receivables Purchase and Transfer Agreement by
         and among the Company and  certain of its subsidiaries and NMHC Funding, LLC
10.24    Loan and Security Agreement dated January 29, 2002, by and between NMHC Funding, LLC
         and HFC Healthco-4, LLC, an affiliate of Healthcare Finance Group, Inc. (8)
10.25    Lease Agreement dated as of August 1, 2001, between National Medical Health Card Systems,
         Inc. and BFS Realty, LLC (6)
10.26    Amended Lease Agreement dated as of August 1, 2001, between National Medical Health Card Systems, Inc.
         and  BFS Realty, LLC (6)
10.27    2003 Employee Stock Purchase Plan (11)
10.28    Amendment No. 2 dated April 15, 2002 to Employment Agreement between Health Card and James Bigl (12)
10.29    Amendment No. 3 dated October 14, 2002 to Employment Agreement between Health Card and James Bigl(12)
10.30    Amendment No. 4 dated November 6, 2002 to Employment Agreement between Health Card and James Bigl (12)
10.31    Stock Option Agreement between Health Card and James Bigl dated February 20, 2001 (12)
10.32    Stock Option Agreement between Health Card and James Bigl dated April 30. 2002 (12)
10.33    Stock Option Agreement between Health Card and James Bigl dated June 26, 2002 (12)
10.34    Stock Option Agreement between Health Card and James Bigl dated July 22, 2003 (12)
10.35    Employment Agreement dated October 14, 2002 between Health Card and Bert Brodsky (12)
10.36    Employment Agreement dated November 20, 2002 between Health Card and Agnes Hall (12)
10.37    Stock Option Agreement between Health Card and Agnes Hall dated January 8, 2001 (12)
10.38    Amendment to Stock Option Agreement between Health Card and Agnes Hall dated January 8, 2001 (12)
10.39    Stock Option Agreement between Health Card and Agnes Hall dated August 10, 2001 (12)
10.40    Amendment to Stock Option Agreement between Health Card and Agnes Hall dated August 10, 2001 (12)
10.41    Stock Option Agreement between Health Card and Agnes Hall dated December 4, 2001 (12)
10.42    Amendment to Stock Option Agreement between Health Card and Agnes Hall dated December 4, 2001(12)
10.43    Stock Option Agreement between Health Card and Agnes Hall dated July 31, 2002 (12)
10.44    Amendment to Stock Option Agreement between Health Card and Agnes Hall dated July 31, 2002 (12)
10.45    Stock Option Agreement between Health Card and Agnes Hall dated August 1, 2003 (12)
10.46    First Amendment dated November 6, 2002 to Employment Agreement between Health Card and David Gershen (12)
10.47    Stock Option Agreement between Health Card and David Gershen dated February 20, 2001 (12)
10.48    Stock Option Agreement between Health Card and David Gershen dated September 24, 2001 (12)
10.49    Stock Option Agreement between Health Card and David Gershen dated August 1, 2002 (12)
10.50    Stock Option Agreement between Health Card and David Gershen dated August 1, 2003 (12)
10.51    First Amendment dated November 6, 2002 to Employment Agreement between Health Card and Tery Baskin (12)
10.52    Stock Option Agreement between Health Card and Tery Baskin dated July 20, 2000 (12)
10.53    Stock Option Agreement between Health Card and Tery Baskin dated August 10, 2001 (12)
10.54    Stock Option Agreement between Health Card and Tery Baskin dated August 1, 2002 (12)
10.55    Stock Option Agreement between Health Card and Tery Baskin dated September 19, 2002 (12)
10.56    Stock Option Agreement between Health Card and Tery Baskin dated August 1, 2003 (12)
10.57    Employment Agreement between Health Card and Patrick McLaughlin dated January 29, 2002 (12)
10.58    Stock Option Agreement between Health Card and Patrick McLaughlin dated January 29, 2002 (12)
10.59    Stock Option Agreement between Health Card and Patrick McLaughlin dated August 1, 2003 (12)
10.60    Amendment to Stock Option Agreement dated January 29, 2002 between Health Card and Patrick McLaughlin (12)
10.61    Stock Option Agreement between Health Card and Gerald Angowitz dated November 20, 2000 (12)
10.62    Stock Option Agreement between Health Card and Gerald Angowitz dated February 20, 2001 (12)
10.63    Stock Option Agreement between Health Card and Gerald Angowitz dated April 9, 2003 (12)
10.64    Stock Option Agreement between Health Card and Kenneth J. Daley dated November 20, 2000 (12)
10.65    Stock Option Agreement between Health Card and Kenneth J. Daley dated February 20, 2001 (12)
10.66    Stock Option Agreement between Health Card and Kenneth J. Daley dated April 9, 2003 (12)
10.67    Stock Option Agreement between Health Card and Ronald L. Fish dated November 20, 2000 (12)
10.68    Stock Option Agreement between Health Card and Ronald L. Fish dated February 20, 2001 (12)
10.69    Stock Option Agreement between Health Card and Ronald L. Fish dated April 9, 2003 (12)
10.70    Stock Option Agreement between Health Card and Paul J. Konigsberg dated November 20, 2000 (12)
10.71    Stock Option Agreement between Health Card and Paul J. Konigsberg dated February 20, 2001 (12)
10.72    Stock Option Agreement between Health Card and Paul J. Konigsberg dated April 9, 2003 (12)
10.73    Stock Option Agreement between Health Card and Bert E. Brodsky dated February 20, 2001 (12)
10.74    Stock Option Agreement between Health Card and Gerald Shapiro dated February 20, 2001 (12)
10.75    Lease dated November 1, 2002 between B/A Airport Park Solutions, LLC and Health Card (12)
10.76    Lease Addendum dated March 10, 2003 between B/A Airport Park Solutions, LLC and Health Card (12)
10.77    Lease Agreement dated November 18, 2002 between Sunbeam Development Corporation and
         NMHCRx Mail Order, Inc. (12)
10.78    Lease Expansion and Modification Agreement dated July 31, 2003 between Sunbeam Development
         Corporation and NMHCRx Mail Order, Inc. (12)
10.79    AmerisourceBergen Prime Vendor Agreement, dated July 21, 2003 between NMHCRx Mail Order, Inc.
         d/b/a NMHCMail and AmerisourceBergen Drug Corporation (12)
10.80    Sixth Amendment to Employment Agreement, dated October, 30, 2003, by and between
         National Medical Health Card Systems, Inc. and James J. Bigl (14)
10.81    Release, dated October 30, 2003, by Sandata Technologies, Inc. and Sandsport, Inc. (14)
10.82    Amendment to Lease Agreement, dated as of October 23, 2003, by and
         among BFS Realty, LLC and National Medical Health Card Systems, Inc. (14)
10.83    Lease Agreement, dated August 1, 2001, between Brodsky Sibling Realty
         Juniper Road, LLC and National Medical Health Card Systems, Inc. (14)
10.84    Lease Agreement (30 Sea Cliff), dated May 1, 2002, between Living in Style, LLC
         and National Medical Health Card Systems, Inc. (14)
10.85    Amendment to Lease Agreement (30 Sea Cliff), dated as of October 30,
         2003, between Living in Style, LLC and National Medical Health Card
         Systems, Inc. (14)
10.86    Lease Agreement (32 Sea Cliff), dated May 1, 2002, between Living in Style, LLC
         and National Medical Health Card Systems, Inc. (14)
10.87    Amendment to Lease Agreement (32 Sea Cliff), dated as of October 30,
         2003, between Living in Style, LLC and National Medical Health Card
         Systems, Inc. (14)
10.88    Second Amendment to Employment Agreement, dated October 30, 2003, by and
         between National Medical Health  Card Systems, Inc. and Bert E. Brodsky (14)
14.      Code of Ethics (12)
21.      List of Subsidiaries (12)
23.1     Consent of Ernst & Young LLP to the incorporation by reference in the
         Registration Statement on Form S-8 (File No. 333-8224) of its report dated
         September 5, 2003 (14)
23.2     Consent of Goldstein Golub Kessler LLP to the incorporation by reference in the
         Registration Statement on Form S-8 (File No. 333-8224) of its report dated August 31, 2003 (14)
31.1     Rule 13a-14(a)/15d-14(a) Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act
31.2     Rule 13a-14(a)/15d-14(a) Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act
32.1     Section 1350 Certification of CEO as adopted by Section 906 of the Sarbanes-Oxley Act
32.2     Section 1350 Certification of CFO as adopted by Section 906 of the Sarbanes-Oxley Act

(1) Denotes document filed as an Exhibit to Health Card's Registration Statement
on Form S-1 (Registration Number: 333-72209) and incorporated herein by reference.
(2) Denotes documentation filed as an Exhibit to Health Card's Report on Form 10-K
for the fiscal year ended June 30, 1999.
(3) Denotes document filed as an Exhibit to Health Card's Form 8-K for an event dated
July 20, 2000 and incorporated herein by reference.
(4) Denotes documentation filed as an Exhibit to Health Card's Report on Form 10-K
for the year ended June 30, 2000.
(5) Denotes document filed as an Exhibit to Health Card's Form 8-K for an event dated March 5, 2001.
(6) Denotes document filed as an Exhibit to Health Card's Report on Form 10-K for the year
ended  June 30, 2001.
(7) Denotes document filed as an Exhibit to Health Card's Definitive
Proxy Statement on Schedule 14-A filed on December 21, 2001 and incorporated
herein by reference.
(8) Denotes document filed as an Exhibit to Health Card's Current Report on Form
8-K for events dated January 29, 2002 and incorporated herein by reference.
(9) Denotes document filed as an Exhibit to Health Card's Amendment number 1 on Form
8-K/A filed with the Securities and Exchange Commission on May 21, 2002 and
incorporated herein by reference.
(10) Denotes document filed as an Exhibit to Health Card's Form 10-Q for the
quarter ended September 30, 2002 and incorporated herein by reference.
(11) Denotes document filed as an Exhibit to Health Card's Definitive Proxy Statement
on Schedule 14-A on October 25, 2002 and incorporated herein by reference.
(12) Denotes document filed as an Exhibit to Health Card's Form 10-K for the year
ended June 30, 2003.
(13) Denoted document filed as an Exhibit to Health Card's Form 8-K filed on November 13,
2003 and incorporated herein by reference.
(14) Denotes document filed as an Exhibit to Health Card's Form 10-K/A Amendment No. 2
for the fiscal year ended June 30, 2003.

    (b) Reports on Form 8-K

         A  Form 8-K was filed with the Securities and Exchange Commission on
            August 12, 2003 in connection with the acquisition of PPP.

</TABLE>
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.



                   NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.
                                  (Registrant)



Date:    February 17, 2004          By:     /s/ James J. Bigl
                                        ----------------------------------
                                                James J. Bigl,
                                                Chief Executive Officer




                                    By:      /s/Stuart F.Fleischer
                                       --------------------------------
                                                Stuart F. Fleischer
                                                Chief Financial Officer


<PAGE>

                                                                    EXHIBIT 31.1
                                  CERTIFICATION

I, James J. Bigl, Chief Executive Officer, certify that:

     1. I have reviewed this quarterly  report on Form 10-Q of National  Medical
Health Card Systems, Inc. and its Subsidiaries (the "Registrant");

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report; and

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report.

     4. The  Registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant, and we have:

     a)  designed  such  disclosure  controls  and  procedures,  or caused  such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  Registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the Registrant's  disclosure controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

     c)  disclosed  in this  report  any  changes in the  Registrant's  internal
control over financial  reporting  that occurred  during the  Registrant's  most
recent fiscal quarter that has materially  affected,  or is reasonably likely to
materially affect, the Registrant's internal control over financial reporting.

     5. The Registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,  to the
Registrant's  auditors  and the audit  committee  of the  Registrant's  board of
directors (or persons performing the equivalent function):

     a) all significant  deficiencies  and material  weaknesses in the design or
operation of internal  control over  financial  reporting  which are  reasonable
likely  to  adversely  affect  the  Registrant's  ability  to  record,  process,
summarize and report financial information; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the Registrant's internal controls over
financial reporting.

     Date: February 17, 2004                            /s/ James J. Bigl
                                                      -------------------------
                                                           James J. Bigl,
                                                        Chief Executive Officer


<PAGE>



                                                                   EXHIBIT 31.2
                                  CERTIFICATION

I, Stuart F. Fleischer, Chief Financial Officer, certify that:

     1. I have reviewed this quarterly  report on Form 10-Q of National  Medical
Health Card Systems, Inc. and its Subsidiaries (the "Registrant");

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report; and

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report.

     4. The  Registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant, and we have:

     a)  designed  such  disclosure  controls  and  procedures,  or caused  such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  Registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the Registrant's  disclosure controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

     c)  disclosed  in this  report  any  changes in the  Registrant's  internal
control over financial  reporting  that occurred  during the  Registrant's  most
recent fiscal quarter that has materially  affected,  or is reasonably likely to
materially affect, the Registrant's internal control over financial reporting.

     5. The Registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  Registrant's  auditors  and the  audit
committee of the  Registrant's  board of directors  (or persons  performing  the
equivalent function):

     a) all significant  deficiencies  and material  weaknesses in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls over
financial reporting.

 Date: February 17, 2004                    /s/ Stuart F. Fleischer
                                            --------------------------------
                                                Stuart F. Fleischer,
                                                Chief Financial Officer

<PAGE>



                                                                    EXHIBIT 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection  with the Quarterly  Report of National  Medical  Health Card
Systems,  Inc. (the "Company") on Form 10-Q for the period ending  September 30,
2003 as filed with the  Securities  and Exchange  Commission  on the date hereof
(the  "Report"),  I,  James J. Bigl,  Chief  Executive  Officer of the  Company,
certify,  pursuant to 18 U.S.C.  ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that, to my knowledge:


     (1) The Report fully  complies  with the  requirements  of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and (2) The information  contained
in the Report fairly presents, in all material respects, the financial condition
and result of operations of the Company.

/s/ James J. Bigl

James J. Bigl
Chief Executive Officer
Februray 17, 2004



<PAGE>



                                                                   EXHIBIT 32.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection  with the Quarterly  Report of National  Medical  Health Card
Systems,  Inc. (the "Company") on Form 10-Q for the period ending  September 30,
2003, as filed with the  Securities  and Exchange  Commission on the date hereof
(the "Report"), I, Stuart F. Fleischer,  Chief Financial Officer of the Company,
certify,  pursuant to 18 U.S.C.  ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that, to my knowledge: (1) The Report fully complies
with the  requirements of section 13(a) or 15(d) of the Securities  Exchange Act
of 1934; and (2) The information contained in the Report fairly presents, in all
material  respects,  the  financial  condition  and result of  operations of the
Company.

/s/ Stuart F. Fleischer

Stuart F. Fleischer
Chief Financial Officer
February 17, 2004