EXHIBIT 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATION OF CFO PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT

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



| | 1. | I have reviewed this annual report on Form 10-K/A of National Medical Health Card Systems, Inc. and its Subsidiaries (the Registrant);
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| | 2. | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; and
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| | 3. | [Intentionally Omitted]
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| | 4. | The Registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (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) and 15d-15(f)) for the Registrant and we have:
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(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

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

(c) evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and

(d) disclosed in this annual report any change in the Registrants internal
control over financial reporting that occurred during the Registrants fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting.



| | 5. | The Registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrants
auditors and the audit committee of the Registrants board of directors (or persons performing the equivalent function):
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(a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Registrants ability to record, process, summarize
and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a
significant role in the Registrants internal control over financial reporting.



|                       |  |  |  |                                             
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|Dated: August 22, 2007 |  |  |  | /s/ Stuart Diamond                          
|                       |  |  |  | Stuart Diamond                              
|                       |  |  |  | Chief Financial Officer                     
|                       |  |  |  | (Principal Financial and Accounting Officer)