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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



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FORM 10-Q/A

Amendment No. 1



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
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For the quarterly period ended December 31, 2006



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
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For the transition period from  to

Commission File Number 000-26749



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NATIONAL MEDICAL HEALTH CARD
SYSTEMS, INC.

(Exact name of Registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 11-2581812                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employee Identification No.)

26 Harbor Park Drive,

Port Washington, NY

(Address of principal executive offices)

11050

(Zip Code)

Registrants telephone number, including area code: (516) 605-6625

(Former Name, Former Address and Former Fiscal year, if Changed Since Last Report): Not Applicable



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Indicate by check mark 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 ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check One):

Large Accelerated
Filer ̈Accelerated Filer  x    Non-Accelerated Filer ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes ̈No  x

Indicate the number of shares outstanding of the registrants common stock, as of the latest practicable date: The registrant had 5,471,365 shares
of common stock outstanding as of March 2, 2007.



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EXPLANATORY NOTE

On March 7, 2007, National Medical Health Card Systems, Inc. (the Registrant) filed its Quarterly Report on Form 10-Q for the period ended December 31, 2006 (the Second Quarter
10-Q). The Registrant is filing this Amendment No. 1 to its Second Quarter 10-Q (this Amendment) to solely include as exhibits the corrected certifications of its Principal Executive Officer and Principal Financial Officer
required by Section 906 of the Sarbanes-Oxley Act of 2002 (the Section 906 Certifications). Although the Section 906 Certifications were filed with the Securities and Exchange Commission along with the Second Quarter 10-Q on
the date it was originally filed, such certifications contained a typographical error, inadvertently referring to the Registrants Quarterly Report on Form 10-Q for the period ended September 30, 2006 instead of December 31,
2006, as now reflected in the Section 906 Certifications filed herewith.

Except for the Amendment described above, no other
amendments or changes are or were made to any disclosure in, or other exhibits to, the Second Quarter 10-Q. Accordingly, the Registrant does not undertake to update any item in its Second Quarter 10-Q other than the updated Section 906
Certifications. Therefore, this Amendment should be read in conjunction with the originally filed Second Quarter 10-Q.



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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.

Date: May 3, 2007



NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.By:

/s/ James F. SmithJames F. SmithPresident and Chief Executive Officer(Principal Executive Officer)By:

/s/ Stuart DiamondStuart DiamondChief Financial Officer(Principal Financial Officer)