**EXHIBIT 31.2**

 

**CERTIFICATIONPURSUANT TO RULES 13a-14(a) and 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934**

 

I,Stuart Diamond, Chief Financial Officer, certify that:

 

1.                                       I have reviewed this quarterly report on Form 10-Q/Aof National Medical Health Card Systems, Inc.and its subsidiaries (the “Registrant”);

 

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

 

3.                                       Based on my knowledge, the financialstatements, and other financial information included in this quarterly report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the Registrant as of, and for, the periodspresented in this quarterly report;

 

4.                                       The Registrant’s other certifying officer(s)and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the Registrant, and we have:

 

a)             designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the Registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this quarterly report is being prepared;

 

b)                                     designed such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

 

c)                                      evaluated the effectiveness of the Registrant’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

d)                                     disclosed in this report any change in theRegistrant’s internal control over financial reporting that occurred during theRegistrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarterin the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the Registrant’s internal control over financialreporting; and

 

5.                                       The Registrant’s other certifying officer(s)and I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the Registrant’s auditors and the audit committeeof the Registrant’s board of directors (or persons performing the equivalentfunctions):

 

a)                                      all significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect 

 

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the registrant’s ability to record, process,summarize and report financial information; and

 

b)                                     any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 
| Date:  September 15, 2006 |
|-------------------------------------|
|                                |   |
|                                |   | /s/ Stuart Diamond |
|                                | Stuart Diamond |
|                                | Chief Financial Officer (Principal Financial Officer) |
|                                     |  |  |

 

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