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

                                    FORM 10-Q

(MarkOne)

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

For the quarterly period ended        September  30, 2000
                               -----------------------------------------

                                       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)

           New York                                      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
                                                    -------------

     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 X No

                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 each of the issuer's classes of common
equity, as of November 9, 2000 was 7,121,496 shares.


<PAGE>


            NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC. AND SUBSIDIARIES

                                      INDEX

Page

PART I        -   FINANCIAL INFORMATION

Item 1        -   FINANCIAL STATEMENTS:                                      3

                  CONSOLIDATED BALANCE SHEETS as of June 30, 2000            3
                  and September 30, 2000 (unaudited)

                  CONSOLIDATED STATEMENTS OF INCOME (unaudited)              4
                  for the three months ended September 30, 1999 and 2000

                  CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)          5
                  for the three months ended September 30, 1999 and 2000

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                 6

Item 2        -   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL         12
                  CONDITION AND RESULTS OF OPERATIONS

Item 3        -   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT            16
                  MARKET RISK

PART II       -   OTHER INFORMATION                                         17

Item 1        -   LEGAL PROCEEDINGS                                         17

Item 2        -   CHANGES IN SECURITIES AND USE OF PROCEEDS                 18

Item 3        -   DEFAULTS UPON SENIOR SECURITIES                           18

Item 4        -   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS       18

Item 5        -   OTHER INFORMATION                                         18

Item 6        -   EXHIBITS AND REPORTS ON FORM 8-K                          18







<PAGE>

<TABLE>

              NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC. AND SUBSIDIARIES

                             CONSOLIDATED BALANCE SHEETS

<S>                                                                         <C>             <C>
                                                                                June 30         September 30
ASSETS                                                                           2000               2000
CURRENT:                                                                         ----               ----
                                                                                                (Unaudited)

Cash  and  cash   equivalents   (including  cash   equivalent   investments     $ 15,724,730    $ 8,133,288
  of $11,181,583 and $5,043,862 and cash restricted as to its use of $1,130,000
  and $2,724,000)
Accounts  receivable,  less allowance for possible  losses  of  $726,551 and
  $1,030,589                                                                      13,409,219     20,261,945
Rebates receivable                                                                 3,685,576      5,904,056
Due from affiliates                                                                  903,958        916,000
Deferred income tax                                                                  409,000        626,774
Other current assets                                                                 268,651        508,052
------------------------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                                              34,401,134     36,350,115
Property, equipment and software development costs, net                            6,424,170      7,034,645
Due from affiliates                                                                3,486,996      3,569,130
Goodwill, net of accumulated amortization of $59,294                                       -      5,983,775
Other Assets                                                                          51,318         46,977
------------------------------------------------------------------------------------------------------------------------------------
                                                                                $ 44,363,618    $52,984,642
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT:

Accounts payable and accrued expenses                                           $ 27,430,684    $33,886,410
Current portion of capital lease obligations                                         456,437        467,157
Loans payable-current                                                                      -        375,017
Due to officer/stockholder                                                            60,000        170,380
Due to affiliates                                                                    311,767        305,653
Income taxes payable                                                                  11,991        321,265
Other current liabilities                                                            100,036        392,908
------------------------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                                         28,370,915     35,918,790
Capital lease obligations, less current portion                                    1,875,444      1,743,895
Loans payable-long term                                                                    -         67,326
Deferred tax liability                                                               692,000        705,397
------------------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES                                                                 30,938,359     38,435,408
------------------------------------------------------------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:

Preferred stock $.10 par value; 10,000,000 shares authorized, none outstanding             -              -
Common Stock, $.001 par value, 25,000,000 shares authorized,  6,912,496 and
  7,312,496 shares issued 6,721,496 and 7,121,496 outstanding                          6,913          7,313
Additional paid-in-capital                                                        12,405,010     13,254,530
Retained earnings                                                                  2,096,203      2,337,533
Treasury stock at cost, 191,000 shares                                             (743,767)      (743,767)
Notes receivable - stockholders                                                    (339,100)      (306,375)
------------------------------------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY                                                        13,425,259     14,549,234
------------------------------------------------------------------------------------------------------------------------------------
                                                                                $ 44,363,618    $52,984,642
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------

                 SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
</TABLE>

<PAGE>
<TABLE>

                    NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC. AND SUBSIDIARIES

                                 CONSOLIDATED STATEMENTS OF INCOME
                                           (UNAUDITED)

<S>                                                                             <C>                 <C>
                                                                                      Three months ended
                                                                                      September 30
                                                                                  1999                2000
                                                                                  ----                ----

Revenues                                                                        $ 39,527,050          $57,008,206
Cost of claims                                                                    36,177,173           52,411,091
------------------------------------------------------------------------------------------------------------------------------------
   Gross Profit                                                                    3,349,877            4,597,115

Selling, general and administrative expenses*                                      2,573,491            4,303,425
------------------------------------------------------------------------------------------------------------------------------------
Operating income                                                                     776,386              293,690

Other income, net                                                                    219,623              213,640
------------------------------------------------------------------------------------------------------------------------------------
Income before income taxes                                                           996,009              507,330
Provision for income taxes                                                           442,228              266,000
------------------------------------------------------------------------------------------------------------------------------------
Net Income                                                                       $   553,781           $  241,330
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Earnings per common share:
   Basic                                                                         $      0.09           $     0.03
------------------------------------------------------------------------------------------------------------------------------------
   Diluted                                                                       $      0.09           $     0.03
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Weighted average number of common shares outstanding:

   Basic                                                                           6,355,974            7,038,887
   Diluted                                                                         6,355,974            7,038,887
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------


          *Includes amounts charged by affiliates aggregating:                   $  675,982            $  959,299
------------------------------------------------------------------------------------------------------------------------------------

                    SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
</TABLE>

<PAGE>
<TABLE>
<S>
                   NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC. AND SUBSIDIARIES

                                CONSOLIDATED STATEMENTS OF CASH FLOWS

                                            (UNAUDITED)
                                                                                <C>
                                                                                          Three months ended
                                                                                              September 30
                                                                                1999                      2000
                                                                                ----                      ----
CASH FLOWS FROM OPERATING ACTIVITIES:
OPERATING ACTIVITIES:

        Net income                                                              $  553,781               $ 241,330
        Depreciation and amortization                                              253,915                 567,729
        Bad debt expense and allowance for possible losses                               -                 181,990
        Compensation expense accrued to officer/stockholder                         30,000                 110,380
        Deferred income taxes                                                      459,000               (130,317)
        Interest accrued on stockholders' loans                                          -                 (6,375)
        CHANGES IN ASSETS AND LIABILITIES:
          (Increase) decrease in:
           Accounts receivable                                                  (1,961,991)            (2,933,428)
           Other current assets                                                     (7,778)               (94,533)
           Rebates receivable                                                     (422,241)               (47,113)
           Due to/from affiliates                                                   341,514              (100,290)
           Other assets                                                                   -                 46,998
          Increase (decrease) in:
           Accounts payable and accrued expenses                                  (358,506)              (319,637)
           Income taxes payable                                                   (668,045)                265,493
           Other liabilities                                                         38,606                 45,151
-----------------------------------------------------------------------------------------------------------------------------------
Net cash used in operating activities                                           (1,741,745)            (2,172,622)
-----------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
           Capital expenditures                                                   (522,297)              (850,352)
           Acquisition of PAI, net of cash and cash equivalents                           -            (4,487,006)
           Repayment of note by stockholder                                       1,036,125                      -
           Interest received on notes from stockholders                                   -                 39,100
-----------------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities                                 513,828            (5,298,258)
-----------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:

           Sale of common stock  net                                              9,538,037                      -
           Repayment of debt and capital lease obligations                          (3,375)              (120,562)
-----------------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities                               9,534,662              (120,562)
-----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents                              8,306,745            (7,591,442)
Cash and cash equivalents, beginning of period                                    2,815,863             15,724,730
-----------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                        $11,122,608             $8,133,288
-----------------------------------------------------------------------------------------------------------------------------------

                    SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

</TABLE>
<PAGE>

                  NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC. AND SUBSIDIARIES

                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                        (Unaudited)


1.       BASIS OF PRESENTATION

The unaudited consolidated financial statements include the accounts of National
Medical  Health  Card  Systems,  Inc.  (the  "Company")  and  its  wholly  owned
subsidiaries,  Pharmacy Associates,  Inc. ("PAI"),  National Medical Health Card
IPA, Inc. ("IPA") and Specialty  Pharmacy Care, Inc.  ("Specialty").  Unless the
context  otherwise  requires,  references  herein to the "Company"  refer to the
Company and its subsidiaries,  PAI, IPA and Specialty,  on a consolidated basis.
The results of  operations  and balance  sheet of PAI have been  included in the
consolidation  as of July 20, 2000, the effective date of the  acquisition.  All
material  intercompany  balances and  transactions  have been  eliminated in the
consolidation.

The accompanying  unaudited consolidated financial statements have been prepared
by the Company in accordance with generally accepted  accounting  principles for
interim  financial  information and  substantially in the form prescribed by the
Securities and Exchange  Commission in  instructions to Form 10-Q and Article 10
of Regulation S-X.  Accordingly,  they do not include all of the information and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of the Company's management,  the September
30,  2000  and  1999  unaudited   interim  financial   statements   include  all
adjustments,  consisting of normal recurring  adjustments,  necessary for a fair
presentation  of  results  for these  interim  periods.  In the  opinion  of the
Company's  management,  the disclosures contained in this Form 10-Q are adequate
to make the information  presented not misleading when read in conjunction  with
the Notes to Consolidated  Financial  Statements  included in the Company's Form
10-K,  as amended,  for the year ended June 30, 2000.  The results of operations
for the  three  month  period  ended  September  30,  2000  are not  necessarily
indicative  of the  results to be  expected  for the full year or for any future
period.

Certain  amounts in the prior  period have been  reclassified  to conform to the
current period presentation.

2.       BUSINESS ACQUISITIONS

On July 20, 2000,  the Company  acquired  PAI, a regional  prescription  benefit
management company operating in Arkansas, Louisiana, and Mississippi.  Under the
terms of the merger  agreement,  stockholders of PAI received an aggregate of $6
million in cash and 400,000  shares of the  Company's  common  stock,  which was
valued at $849,920 on the  acquisition  date. The  acquisition was accounted for
under the  purchase  method of  accounting  and its results of  operations  were
included  in  the  consolidated   financial   statements   commencing  with  the
acquisition  date.  The excess of the  acquisition  costs over the fair value of
identifiable  net  assets  acquired  were  $6,218,469,  which  consists  of  the
following components:  (i) customer  relationships valued at $131,000 which will
be amortized  entirely over the current year, (ii) non-compete  contracts valued
at $44,400 which will be amortized  over five (5) years,  and (iii)  goodwill of
$6,043,069  which will be amortized over twenty (20) years. PAI stockholders may
also  receive  additional  consideration  of  up  to  $2  million  payable  in a
combination of cash and common stock over a two-year period if certain financial
targets of PAI are met.

The Company  entered into an employment  agreement with the former  president of
PAI. In addition, substantially all of the former employees of PAI were hired by
the Company.

The Company  assumed all the assets and liabilities of PAI, as of July 20, 2000,
including two outstanding loans as follows:  (i) a note payable to a bank with a
principal  balance as of September 30, 2000 of $90,116.  Such note is payable in
monthly installments in the amount of $2,432,  including interest at the rate of
7.75% and principal through July 2004.  Repayment of such note is secured by two
automobiles;  and (ii) a loan  representing  prepaid  rebates  from  its  rebate
administrator  with a principal  balance as of  September  30, 2000 of $352,227,
payable with interest at the rate of 8.5% in four quarterly  payments of $94,261
commencing December 31, 2000 and ending September 30, 2001.

The summarized unaudited pro forma results of operations set forth below for the
three  months ended  September  30, 1999 and  September  30, 2000 assume the PAI
acquisition had occurred as of the beginning of each of these periods.

                                                 Three Months Ended September 30

                                                 1999                      2000
                                                 ----                      ----

Revenues                                        $54,494,110          $60,439,605
Net income                                      $   598,435          $   280,799
Net income per common share:
   Basic                                        $      0.09          $      0.04
   Diluted                                      $      0.09          $      0.04

Pro forma weighted average number of
   common shares outstanding:
   Basic                                          6,755,974            7,121,496
   Diluted                                        6,755,974            7,121,496

Pro forma adjusted net income per common share, including acquisitions,  may not
be indicative of actual results,  primarily  because pro forma earnings  include
historical results of operations of the acquired entity and does not reflect any
cost  savings or  potential  sales  erosion  that may result from the  Company's
integration efforts.

3.         PUBLIC OFFERING

The registration statement for the Company's Public Offering became effective on
July 28,  1999 ("the  Public  Offering").  The  Company  consummated  the Public
Offering  on August 2, 1999 and issued  1,600,000  shares of common  stock at an
offering price of $7.50 per share.  The Company granted the  underwriters of the
Public Offering 200,000 warrants for nominal consideration. The warrants entitle
the  underwriters to purchase 200,000 shares of common stock from the Company at
$9.00 per share.  The warrants are exercisable for four years commencing on July
29, 2000. In addition,  the underwriters were granted an overallotment option by
the Company to buy 300,000 shares of common stock at $7.50 per share exercisable
by September 11, 1999. The underwriters did not exercise this option. Concurrent
with the Public Offering,  Mr. Brodsky,  the Company's  Chairman of the Board of
Directors and Chief Executive  Officer ("Mr.  Brodsky"),  sold 400,000 shares of
common stock from his holdings at $7.50 per share. The Company received proceeds
of $12,883,100  representing  payment for the sale of the 1,600,000 shares, plus
73% of the  proceeds  from the sale of the  400,000  shares by Mr.  Brodsky  for
repayment of $1,992,900 of  indebtedness  owed by Mr.  Brodsky and affiliates to
the Company. Such proceeds were net of underwriting discounts and commissions, a
non-accountable  expense  allowance  and a  financial  advisory  fee paid to the
underwriters plus certain fees and expenses paid by the Company.

4.      STOCK OPTIONS

During the three months ended September 30, 2000, the Company granted  incentive
options to  employees  under the 1999 Stock Option Plan (the "Plan") to purchase
up to 7,670 shares of common stock at $7.50 per share. These options vest over a
three-year  period commencing upon the completion of one year of employment with
the  Company,  and  terminate  after five  years.  As of  September  30, 2000 an
aggregate of 658,989 options have been granted under the Plan.

5.       EARNINGS PER SHARE

Outstanding  options and warrants  issued by the Company are  excluded  from the
calculation of diluted  earnings per share for the three months ended  September
30, 1999 and 2000 as their effect is antidilutive.

6.       ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

                                                  June 30           September 30
                                                    2000                2000
                                                    ----                ----
     Claims payable                             $22,571,928          $26,815,097
     Rebates payable to sponsors                  3,565,258            5,625,156
     Other payables                               1,293,498            1,446,157
                                               -------------       -------------
                                                $27,430,684          $33,886,410
                                                ===========          ===========

7.       RELATED PARTY TRANSACTIONS

Certain costs paid to affiliates were capitalized as software development costs.
For the three months ended  September 30, 2000, the amount charged by affiliates
and capitalized was approximately $167,000.

The Company purchased  furniture and fixtures from an affiliate during the three
months ended September 30, 2000 for approximately $239,000. The price of some of
these assets included a 20% purchasing and handling fee.

For the periods  presented,  certain general,  administrative and other expenses
reflected in the financial  statements include  allocations of certain corporate
expenses from affiliates which take into consideration  personnel,  estimates of
the time spent to provide services or other appropriate bases. These allocations
include  services  and  expenses  for general  management,  information  systems
maintenance,  financial  consulting,  employee  benefits  administration,  legal
communications and other miscellaneous services.

Management  believes the foregoing  allocations were made on a reasonable basis.
Although these  allocations do not  necessarily  represent the costs which would
have been or may be incurred by the Company on the stand-alone basis, management
believes that any variance in costs would not be material.

     General and administrative expenses related to transactions with affiliates
included in the statement of income are:

<TABLE>
<S>                                                        <C>                     <C>
                                                                Three months ended September 30
                                                                        1999            2000
                                                                        ----            ----

     Software maintenance and related services                      $   226,748    $   335,892
     Management and consulting fees                                     223,304        306,623
     Administrative and bookkeeping services and supplies               132,930        206,909
     Rent and utilities                                                  93,000        109,875
                                                                    ------------     -----------
                                                                    $   675,982    $    959,299
</TABLE>
8.       MAJOR CUSTOMERS AND PHARMACIES

For the three months ended September 30, 1999, approximately 54% of the revenues
were from three plan sponsors administering multiple plans. For the three months
ended September 30, 2000,  approximately  19% of the consolidated  revenues were
from one plan  sponsor  administering  multiple  plans.  Amounts  due from  this
sponsor at September 30, 2000 approximated $2,903,000.

For the three months ended  September 30, 1999 and 2000,  approximately  41% and
34% of the cost of claims  were from two  pharmacy  chains.  Amounts  payable to
these two pharmacy chains at September 30, 2000 were approximately $7,843,000.

9.       LITIGATION

     On February 9, 1999, the Company was informed by counsel that an action was
brought  against it by the West Contra  Costa  Unified  School  District  and an
individual  plaintiff  in the  State of  California.  The case was  subsequently
removed to Federal court. The complaint  alleges,  among other things,  that the
parties entered into a contract in November 1996, for services to be provided by
the Company and, subsequently,  the Company unilaterally terminated the contract
on December 16, 1996. The complaint further alleges that this termination was in
violation  of the terms of the contract  and one or more  statutory  provisions;
that the  termination  resulted in the school district  incurring  approximately
$150,000 in  additional  costs due to its having to enter into a fee for service
arrangement  with  the  Company  in  order to  continue  providing  prescription
benefits to its plan members;  and that, due to the wrongful  termination of the
contract,  the  school  district  was  forced  to secure a  replacement  for the
benefits and the  services  that were to have been  provided  under the contract
with the Company.  In  connection  with this last  circumstance,  the  complaint
alleges that the school district incurred  approximately  $400,000 in additional
expenses.  The  complaint  also seeks  treble  damages.  If treble  damages were
allowable  in this case and a judgment  were to be entered  against the Company,
the Company would be liable for damages in excess of $1,500,000.  The Company is
currently in the process of assessing  Plaintiff's  alleged  damages  based upon
documents  produced  in the  discovery  phase and is  presently  involved in the
deposition  phase.  The Company intends to pursue a dispositive  motion after it
has analyzed the materials produced from the discovery and deposition phases. On
November  8, 2000,  the court set a trial  date of June 18,  2001.  The  Company
denies the  allegations  and intends to  vigorously  defend this action.  In the
opinion of management,  the outcome of this  litigation will not have a material
adverse effect on the Company's financial position or its results of operations.

On October 23,  2000,  the Company was served with a complaint  filed by Allcare
Health Management Systems,  Inc. ("Allcare") in the United States District Court
for the Northern District of Texas, alleging that the Company and numerous other
defendants  infringe  certain  patent  rights  allegedly  owned by Allcare.  The
complaint seeks unspecified damages and injunctive relief.  Although the Company
has not had an  opportunity  to  analyze  all of the  issues  fully,  management
believes that the  allegations of the complaint are without  merit;  the Company
denies such  allegations and intends to vigorously  defend the action.  Further,
the  Company  has  an  agreement  with  one  of  its  software   licensors  (the
"Licensor"),  requiring  the Licensor to  indemnify  the Company with respect to
intellectual  property claims concerning the licensed  product.  The Company has
notified the Licensor of this action.

Notwithstanding  the foregoing,  because of the uncertainties of litigation,  no
assurances  can be given as to the  outcome of the  Allcare  litigation.  In the
event  that the  Company  were not to  prevail  in this  litigation,  management
believes that the Company  would be  indemnified  by the  Licensor.  Allcare has
settled with numerous defendants in a previous related  litigation.  However, in
the event that the Company  were not to prevail in this  litigation,  and in the
event that the Company were unable to receive indemnification from the Licensor,
the Company could be required to pay significant damages to Allcare and could be
enjoined from further use of its technology as it presently  exists.  Although a
negative outcome in the Allcare  litigation would have a material adverse effect
on the  Company's  business,  operating  results and  financial  condition,  the
Company  believes  that,  if it is held  that  the  Company's  system  infringes
Allcare's patent rights, the Company would attempt to obtain software to replace
the infringing  system or would attempt to negotiate with Allcare to utilize its
system, although no assurances can be given that the Company would be successful
in these  attempts.  At the present time, the Company cannot assess the possible
cost of  designing  and  implementing  a new  system or  obtaining  rights  from
Allcare.

10.      RECENTLY ISSUED ACCOUNTING STANDARDS

In December 1999, the  Securities and Exchange  Commission  ("SEC") issued Staff
Accounting Bulletin 101, "Revenue Recognition in Financial  Statements." In June
2000, the SEC delayed the required  implementation date to the fourth quarter of
fiscal years  beginning after December 15, 1999. The Company does not expect the
implementation of SAB 101 to have a material effect on its results of operations
and financial position.

11.      SUPPLEMENTAL CASH FLOW INFORMATION

During the three months ended  September 30, 1999 and  September  30, 2000,  the
Company  paid $1,879 and $59,368 in interest and $651,273 and $130,826 in income
taxes,  respectively.  In a non-cash  transaction,  the Company  issued  400,000
shares of its common stock valued at $849,920 as part of the acquisition of PAI.


<PAGE>


                    NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC. AND SUBSIDIARIES

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

RESULTS OF OPERATIONS

     THREE  MONTHS  ENDED  SEPTEMBER  30, 2000  COMPARED TO THREE  MONTHS  ENDED
SEPTEMBER 30, 1999

Revenues  increased $17.5 million,  or approximately 44%, from $39.5 million for
the three months ended September 30, 1999, to $57.0 million for the three months
ended September 30, 2000. $12.9 million,  or 74%, of the increase was due to the
inclusion of revenues from PAI subsequent to July 20, 2000.  $1.5 million of the
remaining $4.6 million  increase was due to revenues  related to new sponsors or
new  services  offered.  The  majority  of the  balance  of  the  year-over-year
increase,  or $2.3 million,  was due primarily to 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.  One other factor influencing the
increase was a one-time net  reduction in revenues of $821,000  during the three
months ended  September 30, 1999.  This reduction arose when the Company settled
certain  fees due  from a major  sponsor  as  consideration  for a new  two-year
arrangement with this sponsor.

Cost of claims increased $16.2 million, or approximately 45%, from $36.2 million
for the three months ended  September  30, 1999,  to $52.4 million for the three
months ended September 30, 2000. PAI accounted for $12.1 million, or 75%, of the
increase.  As a percentage of revenues,  cost of claims increased  slightly from
91.5% to 91.9% for the three months ended  September  30, 1999 and September 30,
2000, respectively. The increase in cost of claims as a percent of revenues on a
consolidated  basis, was primarily due to PAI, which had costs equal to 93.5% of
revenues,  which  increased  the overall  average cost of claims.  PAI is in the
process of adopting some of the Company's pricing policies, which should help to
decrease  the overall  percentage.  The  percentage  for the three  months ended
September  30,  1999 was also  favorably  impacted  by a $736,000  reduction  in
rebates  payable,  which  reduces  cost of claims,  which arose when the Company
reevaluated its liabilities to a plan sponsor.

Gross profit  increased  from $3.4 million for the three months ended  September
30, 1999 to $4.6 million for the three months ended  September  30, 2000, a $1.2
million,  or 37%  increase.  Approximately  two thirds of the  increase in gross
profit was  related to the  inclusion  of PAI.  The  majority  of the  remaining
increase  was the result of the  increase in revenues  offset by the increase in
costs of claims.

<PAGE>

Selling,  general, and administrative expenses, which include amounts charged by
affiliates,  increased $1.7 million, or approximately 67%, from $2.6 million for
the three months ended  September 30, 1999, to $4.3 million for the three months
ended  September  30,  2000.  PAI's  expenses  accounted  for $0.7  million,  or
approximately  40%, of the  increase.  Goodwill  amortization  represented  $0.1
million  of the  increase.  The  balance  of the  growth in these  expenses  was
principally  related to three areas:  (i) an  approximate  $530,000  increase in
expenditures  related to  increases  in  compensation  and  benefits,  primarily
associated with new employees,  and increased sales and marketing  expenditures;
(ii) an approximate $200,000 increase in depreciation and amortization  expenses
related to increased hardware procurement and software development;  and (iii) a
$150,000  increase in the bad debt expense accrual as the Company  determined it
should increase its reserves based on an assessment of its receivables aging.

General   and   administrative   expenses   charged  by   affiliates   increased
approximately $283,000, or 42% year-over-year, from $676,000 to $959,000 for the
three months ended September 30, 1999 and September 30, 2000  respectively.  The
majority of the increase relates to increased  information  technology  services
and  additional  administrative  support  services  and  supplies to support the
continued expansion of the business.

Other  income did not change  substantially  from  $220,000 for the three months
ended  September  30, 1999 to $214,000 for the three months ended  September 30,
2000. A $42,000 increase in interest income earned during the three months ended
September 30, 2000 was offset by a $48,000  increase in interest  expense from a
capital lease for computer hardware and related software.

The effective tax rate  increased  from 44% to 52% during the three months ended
September  30,  1999  and  2000,  respectively.  This was  primarily  due to the
nondeductibility of the goodwill amortization.

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.  The Company also requires cash
for potential acquisitions of other prescription benefit management companies or
related  services.  As of September 30, 2000, the Company had working capital of
$0.4 million as compared to $6.0 million as of June 30, 2000. The primary reason
for this  change in  working  capital  was the $6.0  million of cash used as the
initial consideration for the PAI acquisition.

Net cash used in  operating  activities  was $2.2  million for the three  months
ended September 30, 2000, as compared to $1.7 million for the three months ended
September 30, 1999. The majority of the cash used in operating activities during
the three months  ended  September  30, 2000 was related to  increased  accounts
receivables of $2.9 million.

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  prescription  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.  There  can be no  assurance  that such  financing  could be
obtained at rates or on terms acceptable to the Company, if at all.

Net cash used in  investing  activities  was $5.3  million for the three  months
ended  September  30,  2000.  The net  cash  outlay  for PAI was  $4.5  million,
representing  the  initial  payment  of $6.0  million  plus $0.2  million of due
diligence  related  expenses  less PAI's cash  balance at July 20,  2000 of $1.7
million.  In addition,  there was $0.9 million of capital asset additions during
the period.  Net cash used in  financing  activities  was $121,000 for the three
months ended September 30, 2000,  reflecting  repayments against capital leases.
This compares to $10.7 million  provided by financing  activities  for the three
months ended  September 30, 1999,  reflecting  the cash received from the Public
Offering described herein.

During  fiscal  year  2000,  the  Company   entered  into  three  capital  lease
transactions  for hardware and  software.  The purchase  price of these  capital
assets  was  $2,537,730.  One  hardware  lease is for a term of 57  months  with
monthly  payments of $40,322.  Another hardware lease is for a term of 60 months
with monthly  payments of $3,245.  The software lease is for a term of 33 months
with  monthly  payments  of  $13,662.  The  Company  assumed  all the assets and
liabilities  of PAI, as of July 20, 2000,  including  two  outstanding  loans as
follows:  (i) a note payable to a bank with a principal  balance as of September
30, 2000 of $90,116.  Such note is payable in monthly installments in the amount
of $2,432,  including  interest at the rate of 7.75% and principal  through July
2004.  Repayment  of such note is  secured by two  automobiles;  and (ii) a loan
representing  prepaid  rebates  from its rebate  administrator  with a principal
balance as of September 30, 2000 of $352,227,  payable with interest at the rate
of 8.5% in four quarterly payments of $94,261  commencing  December 31, 2000 and
ending September 30, 2001.

In February  1998, the Company  entered into an agreement  with an  unaffiliated
third 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,  one such  milestone  has been met. 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  that, based on internal
growth and the PAI acquisition,  at least one additional milestone,  and perhaps
two, will be met during  calendar year 2001.  Depending upon  circumstances  the
financial   impact  to  the  Company  could  be  up  to  $250,000.   See  "Legal
Proceedings".

The Company  anticipates that current cash positions,  after the PAI acquisition
and the  repayment of certain  affiliate  and  shareholder  debt,  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 prescription benefit management companies. This will require cash.
Depending on the Company's  evaluation of future  acquisitions,  additional cash
may be  required.  Therefore,  revolving  credit lines for  acquisitions  and/or
operations and debt financing are being evaluated as backups to anticipated cash
needs. In the event that the Company's plans change or its assumptions  prove to
be  inaccurate  or the  proceeds of the Public  Offering  otherwise  prove to be
insufficient to fund operations and acquisitions,  the Company could be required
to seek additional financing sooner than anticipated.

RECENTLY ISSUED ACCOUNTING STANDARDS

In December 1999, the  Securities and Exchange  Commission  ("SEC") issued Staff
Accounting Bulletin 101, "Revenue Recognition in Financial  Statements." In June
2000, the SEC delayed the required  implementation date to the fourth quarter of
fiscal years  beginning after December 15, 1999. The Company does not expect the
implementation of SAB 101 to have a material effect on its results of operations
and financial position.

OTHER MATTERS

Inflation

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

FORWARD-LOOKING STATEMENTS

This  report  contains  or may  contain  forward-looking  statements  within the
meaning  of  Section  21E of the  Securities  Exchange  Act  of  1934  including
statements of the Company's and management's expectations, intentions, plans and
beliefs, including those contained in or implied by "Management's Discussion and
Analysis of  Financial  Condition  and Results of  Operations"  and the Notes to
Consolidated Financial Statements.  These forward-looking statements, as defined
in Section 21E of the Securities  Exchange Act of 1934, are dependent on certain
events, risks and uncertainties that may be outside the Company's control. These
forward-looking  statements  may include  statements of  management's  plans and
objectives for the Company's future operations and statements of future economic
performance;  the Company's capital budget and future capital requirements,  and
the Company's meeting its future capital needs; and the assumptions described in
this report  underlying  such  forward-looking  statements.  Actual  results and
developments  could differ materially from those expressed in or implied by such
statements  due to a number of factors,  including,  without  limitation,  those
described in the context of such forward-looking statements, and the factors set
forth in the Company's Form 10-K, as amended.  All  subsequent  written and oral
forward-looking  statements attributable to the Company or persons acting on its
behalf are expressly qualified in their entirety by this section.

ITEM 3 - Quantitative and Qualitative Disclosures
         about Market Risk

Not applicable.


<PAGE>

               NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC. AND SUBSIDIARIES

                           PART II - OTHER INFORMATION

Item 1  - Legal Proceedings

     On February 9, 1999, the Company was informed by counsel that an action was
brought  against it by the West Contra  Costa  Unified  School  District  and an
individual  plaintiff  in the  State of  California.  The case was  subsequently
removed to Federal court. The complaint  alleges,  among other things,  that the
parties entered into a contract in November 1996, for services to be provided by
the Company and, subsequently,  the Company unilaterally terminated the contract
on December 16, 1996. The complaint further alleges that this termination was in
violation  of the terms of the contract  and one or more  statutory  provisions;
that the  termination  resulted in the school district  incurring  approximately
$150,000 in  additional  costs due to its having to enter into a fee for service
arrangement  with  the  Company  in  order to  continue  providing  prescription
benefits to its plan members;  and that, due to the wrongful  termination of the
contract,  the  school  district  was  forced  to secure a  replacement  for the
benefits and the  services  that were to have been  provided  under the contract
with the Company.  In  connection  with this last  circumstance,  the  complaint
alleges that the school district incurred  approximately  $400,000 in additional
expenses.  The  complaint  also seeks  treble  damages.  If treble  damages were
allowable  in this case and a judgment  were to be entered  against the Company,
the Company would be liable for damages in excess of $1,500,000.  The Company is
currently in the process of assessing  Plaintiff's  alleged  damages  based upon
documents  produced  in the  discovery  phase and is  presently  involved in the
deposition  phase.  The Company intends to pursue a dispositive  motion after it
has analyzed the materials produced from the discovery and deposition phases. On
November  8, 2000,  the court set a trial  date of June 18,  2001.  The  Company
denies the  allegations  and intends to  vigorously  defend this action.  In the
opinion of management,  the outcome of this  litigation will not have a material
adverse effect on the Company's financial position or its results of operations.

On October 23,  2000,  the Company was served with a complaint  filed by Allcare
Health Management Systems,  Inc. ("Allcare") in the United States District Court
for the Northern District of Texas, alleging that the Company and numerous other
defendants  infringe  certain  patent  rights  allegedly  owned by Allcare.  The
complaint seeks unspecified damages and injunctive relief.  Although the Company
has not had an  opportunity  to  analyze  all of the  issues  fully,  management
believes that the  allegations of the complaint are without  merit;  the Company
denies such  allegations and intends to vigorously  defend the action.  Further,
the  Company  has  an  agreement  with  one  of  its  software   licensors  (the
"Licensor"),  requiring  the Licensor to  indemnify  the Company with respect to
intellectual  property claims concerning the licensed  product.  The Company has
notified the Licensor of this action.

Notwithstanding  the foregoing,  because of the uncertainties of litigation,  no
assurances  can be given as to the  outcome of the  Allcare  litigation.  In the
event  that  the  Company  was not to  prevail  in this  litigation,  management
believes that the Company  would be  indemnified  by the  Licensor.  Allcare has
settled with numerous defendants in a previous related  litigation.  However, in
the event that the Company  were not to prevail in this  litigation,  and in the
event that the Company were unable to receive indemnification from the Licensor,
the Company could be required to pay significant damages to Allcare and could be
enjoined from further use of its technology as it presently  exists.  Although a
negative outcome in the Allcare  litigation would have a material adverse effect
on the  Company's  business,  operating  results and  financial  condition,  the
Company  believes  that,  if it is held  that  the  Company's  system  infringes
Allcare's patent rights, the Company would attempt to obtain software to replace
the infringing  system or would attempt to negotiate with Allcare to utilize its
system, although no assurances can be given that the Company would be successful
in these  attempts.  At the present time, the Company cannot assess the possible
cost of  designing  and  implementing  a new  system or  obtaining  rights  from
Allcare.

Item 2  - Changes in Securities and Use of Proceeds

During the three months ended September 30, 2000, the Company granted  incentive
options to  employees  under the 1999 Stock Option Plan (the "Plan") to purchase
up to 7,670 shares of common stock at $7.50 per share. These options vest over a
three-year  period commencing upon the completion of one year of employment with
the Company and terminate  after five years.  At September 30, 2000 an aggregate
of 658,989 options have been granted under the Plan.

Pursuant to the terms of the  Agreement  and Plan of Merger  between the Company
and PAI, the Company issued 400,000 shares of  unregistered  common stock of the
Company to certain PAI  shareholders.  The stock issued to the PAI  shareholders
was valued at $849,920.

Item 3  - Defaults Upon Senior Securities

None.

Item 4  - Submission of Matters to a Vote of Security Holders

None.

Item 5  - Other Information

None.

Item 6  - Exhibits and Reports on Form 8-K
<TABLE>
<S>
      <C>              <C>
        EXHIBIT         DESCRIPTION OF EXHIBIT
        NUMBER

        3.1             Restated Certificate of Incorporation of Health Card(1)

        3.2             Certificate   of  Amendment,   filed  May  25,  1999,  to   Certificate  of Incorporation of Health Card(1)

        3.3             Restated  Certificate  of  Incorporation  of Health Card, as amended(2)

        3.4             Amended and Restated  By-Laws of Health Card(1)

        4.1             Form of Specimen Common Stock Certificate(1)

        4.2             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 15, 1998, between Health Card and Mary Casale(1)

        10.6            Letter, dated February 1, 2000, from Mary Casale to Bert E. Brodsky(4)

        10.7            Stock Option  Agreement,  dated  February 1, 2000,  between Health Card and Mary  Casale(4)

        10.8            Letter, dated November 30, 1998, from Health Card to Marjorie O'Malley(1)

        10.9            Employee Covenant  Agreement,  dated December 7, 1998,  between Health Card and Marjorie O'Malley(1)

        10.10           Stock Option  Agreement,  dated December 7, 1998,  between Bert Brodsky and Marjorie O'Malley(1)

        10.11           Letter,  dated  February  1,  2000,  from  Marjorie  O'Malley  to  Bert  E. Brodsky(4)

        10.12           Stock Option  Agreement,  dated  February 1, 2000,  between Health Card and Marjorie O'Malley(4)

        10.13           Letter,  dated  November 3, 1998,  from Health Card to John Ciufo(1)

        10.14           Confidentiality  and  Non-Disclosure  Agreement,  dated  November 19, 1998, between Health Card and
                        John Ciufo(1)

        10.15           Stock Option  Agreement,  dated December 7, 1998,  between Bert Brodsky and John Ciufo(1)

        10.16           Stock Option Agreement,  dated August 3, 1999, between Health Card and John Ciufo(4)

        10.17           Letter,  dated  February  1, 2000,  from John  Ciufo to Bert E.  Brodsky(4)

        10.18           Stock Option  Agreement,  dated  February 1, 2000,  between Health Card and John  Ciufo(4)

        10.19           Employee Covenant  Agreement,  dated June 16, 1998, between Health Card and Ken Hammond(1)

        10.20           Stock Option Agreement,  dated August 3, 1999,  between Health Card and Ken Hammond(4)

        10.21           Employee Covenant  Agreement,  dated June 1, 1998,  between Health Card and Linda Portney(1)

        10.22           Employment  Agreement,  dated March 27, 2000, between Health Card and David Gershen(4)

        10.23           Stock Option  Agreement,  dated May 1, 2000,  between Health Card and David Gershen(4)

        10.24           Employment  Agreement,  dated May 3, 2000,  between  Health  Card and James Bigl(4)

        10.25           Stock Option Agreement,  dated June 12, 2000,  between Health Card and James Bigl(4)

        10.26           Stock Option Agreement,  dated August 3, 1999, between Health Card and Kenneth J. Daley(4)

        10.27           Stock  Option  Agreement,  dated  August  3,  1999,  between  Health  Card  and  Gerald Angowitz(4)

        10.28           Stock  Option  Agreement,  dated  August 3, 1999,  between  Health  Card and Richard J. Strauss, M.D.(4)

        10.29           Lease, dated January 1, 1996, between Sandata, Inc. and Health Card(1)

        10.30           Assignment, dated November 1, 1996, from Sandata, Inc., to BFS Realty, LLC(1)

        10.31           First Amendment to BFS Realty,  LLC Lease,  dated June 1, 1998, between BFS Realty, LLC and Health Card(1)

        10.32           Second  Amendment to BFS Realty,  LLC Lease, dated April 1, 1999, between BFS Realty, LLC and Health Card(1)

        10.33           Lease, dated August 10, 1998, between 61 Manor Haven Boulevard, LLC and Health Card(1)

        10.34           Promissory  Note,  dated July 1,  1997,  made  payable by Bert  Brodsky to the order of Health Card in the
                        original principal amount of $1,000,000(1)

        10.35           Letter, dated June 3, 1999, from Bert Brodsky to Health Card(1)

        10.36           Promissory  Note,  dated July 1, 1997,  made payable by Gerald  Shapiro to the order of Health Card in the
                        original principal amount of $300,000(1)

        10.37           Letter, dated June 3, 1999, from Gerald Shapiro to Health Card(1)

        10.38           Promissory Note, dated June 1, 1998, made payable by P.W. Capital,  LLC to the order of Health Card in the
                        original principal amount of $4,254,785(1)

        10.39           Agreement of Guaranty, dated June 1, 1998, by Bert E. Brodsky in favor of Health Card(1)

        10.40           Demand Promissory Note, dated January 2, 1999, made payable by P.W. Capital, LLC to the order of Health
                        Card, in the original principal amount of $90,100(1)

        10.41           Promissory  Note,  dated July 31,  2000,  made  payable by P.W.  Capital,  LLC to the order of Health Card,
                        in the amount of $3,890,940(4)

        10.42           Consulting Agreement,  dated April 14, 1994, between P.W. Medical Management,  Inc. and Health Card(1)

        10.43           Assignment,  dated July 1, 1996,  between  P.W.  Medical  Management,  Inc.  and P.W.  Capital Corp.(1)

        10.44           Letter, dated June 8, 1999, from P.W. Capital Corp. to Health Card(1)

        10.45           Letter, dated June 9, 1999, from Bert E. Brodsky to Health Card(1)

        10.46           Letter, dated June 8, 1999, from the Bert E. Brodsky Revocable Trust to Health Card(1)

        10.47           Letter agreement,  dated June 30, 1999, between the Bert E. Brodsky Revocable Trust and Health Card(1)

        10.48           Employment Agreement, dated July 1, 1999, between Health Card and Bert E. Brodsky(1)

        10.49           Letter, dated June 8, 1999, from Bert E. Brodsky to Health Card(1)

        10.50           Form of Lock-up Agreement(1)

        10.51           Acquisition and Merger Agreement,  dated as of June 27, 2000, between Health Card and Pharmacy Associates,
                        Inc.(3)

        10.52           Lease Agreement,  dated March 4, 1996,  between Pharmacy  Associates, Inc. and Executive Park Partnership(4)

        10.53           Amendment to Lease,  dated November 2, 1998, between Pharmacy  Associates,  Inc. and Executive Park
                        Partnership(4)

        10.54           Amendment to Lease, dated November 19, 1998, between Pharmacy  Associates,  Inc. and Executive Park
                        Partnership(4)

        10.55           Lease  Agreement,  dated July 8, 1999,  between Pharmacy  Associates, Inc. and Executive Park Partnership(4)

----------------------
</TABLE>
(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, as
     amended, for the fiscal year ended June 30, 2000.


See Form 8-K filed with the  Securities  and  Exchange  Commission  on August 3,
2000.

Exhibit 27 - Financial Data Schedule (Electronic Filing Only)


<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
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:    November 14, 2000                  By:      /s/ Bert E. Brodsky
     -------------------------------            ------------------------
                                                Bert E. Brodsky
                                                Chairman of the Board
                                                and Chief Executive Officer