**EXHIBIT 31.2**

**CERTIFICATION PURSUANT TO RULES 13a-14(a) and 15d-14(a) UNDER THESECURITIESEXCHANGE ACT OF 1934**

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

1.                                       I have reviewed this quarterly report on Form10-Q/A ofNational 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)) andinternal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the Registrant, and we have:

a)             designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the Registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this quarterly reportis being prepared;

b)            designed such internal control over financial reporting,or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;

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 the Registrant’sinternal control over financial reporting that occurred during the Registrant’smost recent fiscal quarter (the Registrant’s fourth fiscal quarter in the caseof an annual report) that has materially affected, or is reasonably likely tomaterially affect, the Registrant’s internal control over financial reporting;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 material weaknesses inthe design or operation of internal control over financial reporting which arereasonably likely to adversely affect the 

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registrant’s ability torecord, process, summarize and report financial information; and

b)            any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the registrant’sinternal control over financial reporting.

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

 

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