EXHIBIT 3.2


                         CERTIFICATE OF AMENDMENT OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                   NATIONAL MEDICAL HEALTH CARD SYSTEMS, Inc.
                    -----------------------------------------

               Pursuant to Section 242 of the General Corporation
                          Law of the State of Delaware
                    -----------------------------------------


     National  Medical  Health Card Systems,  Inc., a corporation  organized and
existing  under  the  General  Corporation  Law of the  State of  Delaware  (the
"Corporation"), does hereby certify:

     First:  That the Board of Directors of the  Corporation,  at a meeting duly
held on October 29, 2003, adopted a unanimous resolution proposing and declaring
advisable an amendment (the  "Amendment")  to the  Corporation's  Certificate of
Incorporation  (the  "Certificate") and directed that such proposed Amendment be
submitted for the consideration of the  Corporation's  stockholders at a special
meeting thereof. The proposed Amendment is as follows:

     1. Article Fifth, Section 1 is amended to read in its entirety as follows:

     Fifth:  Section 1. Classes and Number of Shares. The total number of shares
of all classes of stock which the  Corporation  has  authority to issue is fifty
million  (50,000,000)  shares,  consisting of thirty-five  million  (35,000,000)
shares of Common  Stock,  par value $0.001 per share (the "Common  Stock"),  and
fifteen  million  (15,000,000)  shares of Preferred  Stock,  par value $0.10 per
share (the "Preferred Stock").

     2.  Article  Fifth,  Section  2(g) is  amended to read in its  entirety  as
follows:

          (g) the voting powers,  if any, of the holders of shares of the series
     which may,  without  limiting the generality of the foregoing,  include (a)
     the  right to more or less  than one vote per  share on any or all  matters
     voted upon by the  stockholders  and (b) the right to vote,  as a series by
     itself or together with any other series or class of stock or together with
     all series or classes of stock as a class,  upon such  matters,  under such
     circumstances  and upon such  conditions as the Board of Directors may fix,
     including,  without limitation,  the right, voting as a series by itself or
     together  with all series of  Preferred  Stock as a class,  to elect one or
     more  directors  of this  Corporation  in the event there shall have been a
     default in the payment of  dividends on any one or more series of Preferred
     Stock or under such other  circumstances  and upon such  conditions  as the
     Board may determine.

     3.  Article  Fifth,  Section  3(c) is  amended to read in its  entirety  as
follows:

          (c)  Except  as  otherwise  required  by law or  this  Certificate  of
     Incorporation,  each holder of Common  Stock shall have one vote in respect
     of each share of Common Stock held by such holder on each matter voted upon
     the stockholders;  provided, however, that, except as otherwise required by
     law, holders of Common Stock shall not be entitled to vote on any amendment
     to  this  Certificate  of  Incorporation   (including  any  certificate  of
     designations relating to any series of Preferred Stock) that relates solely
     to the terms of one or more  outstanding  series of Preferred  Stock if the
     holders of such affected series are entitled, either separately or together
     as a class  with the  holders of one or more  other  such  series,  to vote
     thereon by law or pursuant to this Certificate of Incorporation. The number
     of authorized shares of Common Stock may be increased or decreased (but not
     below the number of shares then outstanding) by the affirmative vote of the
     holders of a majority of the voting  power of the stock of the  Corporation
     entitled to vote,  irrespective  of the provisions of Section  242(b)(2) of
     the General  Corporation  Law of the State of Delaware.  As used herein the
     term  Certificate  of  Incorporation   shall  include  any  certificate  of
     designations  relating to any series of Preferred Stock,  whether or not so
     specified.

     4. Article  Fifth,  Section 4 is amended to add the following  provision to
the end thereof:

          (e) Any  provision  of the Series A Preferred  Stock set forth in this
     Certificate of  Incorporation  (including the  certificate of  designations
     relating to such series of  Preferred  Stock) may be amended  solely by the
     affirmative  vote, given in person or by proxy at a meeting called for such
     purpose,  or written consent,  of the holders of at least a majority of the
     Series A Preferred  Stock at any time issued and  outstanding,  acting as a
     single  class,  provided  that such  amendment was approved by the Required
     Vote (as  defined  in this  Certificate  of  Incorporation  (including  any
     certificate of designations  relating to any series of Preferred Stock)) of
     the  Independent  Directors  (including  any  certificate  of  designations
     relating to any series of Preferred  Stock)) in addition to any vote of the
     Board of Directors required by law.

     5. Article Seventh is amended to read in its entirety as follows:

          Seventh: In the furtherance and not in limitation of objects, purposes
     and powers  conferred  by  statute,  the Board of  Directors  is  expressly
     authorized to make, alter or repeal the Bylaws of the Corporation.

     6. Article Eighth is amended to read in its entirety as follows:

          Eighth:  Subject  to the  rights  of the  holders  of  any  series  of
     Preferred  Stock,  special  meetings of  stockholders of the Company may be
     called only by (i) the  Chairman of the Board,  (ii) the  President  of the
     Corporation  or (iii) the Secretary of the  Corporation  within 10 calendar
     days after receipt of the written request of a majority of the total number
     of Directors which the  Corporation  would have if there were no vacancies.
     At any annual or special meeting of stockholders of the  Corporation,  only
     such business  will be conducted or  considered as has been brought  before
     such meeting in the manner provided in the Bylaws of the Corporation.

     7. Article Ninth is amended to read in its entirety as follows:

          Ninth:  Board of Directors.  Directors shall be elected for a one-year
     term  at each  annual  meeting  of  stockholders,  but in no  case  shall a
     decrease  in the  number of  directors  shorten  the term of any  incumbent
     director.  A director  shall hold office  until the next annual  meeting of
     stockholders  and shall serve until his  successor is elected and qualified
     or until his earlier  death,  resignation  or  removal.  Any vacancy on the
     Board of Directors for any reason, and any directorships resulting from any
     increase  in the number of  directors,  may be filled by a majority  of the
     directors then in office,  although less than a quorum, or a sole remaining
     director and any  directors  so chosen shall hold office for the  remaining
     term of the  vacant  or newly  created  directorship.  Notwithstanding  the
     foregoing,  whenever  the  holders of any one or more  classes or series of
     stock of the Corporation shall have the right, voting separately as a class
     or  series  to  elect   directors  at  an  annual  or  special  meeting  of
     stockholders,  the election, term of office, filling of vacancies and other
     features  of such  directorships  shall be  governed  by the  terms of this
     Certificate of Incorporation applicable thereto.

     Second:  That  thereafter,   at  a  meeting  of  the  stockholders  of  the
Corporation duly held on March 18, 2004, the proposed  Amendment was approved by
the vote required by Section 242 of the General  Corporation Law of the State of
Delaware.

     Third:  That  the  Amendment  was  duly  adopted  in  accordance  with  the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.

     The effective date of this  Certificate of Amendment of the  Certificate of
Incorporation  of National  Medical Health Card Systems,  Inc. will be March 19,
2004 at 9:15 a.m.

     IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Amendment  to be signed by its duly  authorized  officer this 18th day of March,
2004.



                                 NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.


                                 By:/s/ James J. Bigl
                                  Name: James J. Bigl
                                 Title: President and Chief Executive Officer