EXHIBIT 31.1


            RULE 13a-14(a)/15d-14(a) CERTIFICATION OF CEO PURSUANT TO
                      SECTION 302 OF THE SARBANES-OXLEY ACT

I, James J. Bigl, Chief Executive 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");

     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;

     3. 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:

     (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 June 30, 2003,
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  fiscal
quarter  ended June 30,  2003 that has  materially  affected,  or is  reasonably
likely to materially  affect,  the Registrant's  internal control over financial
reporting; and

     4. The Registrant's other certifying  officers 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):

     (a) all significant  deficiencies and material  weaknesses in the design or
operation of internal  controls 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.



Dated: October 28, 2003                /s/James J. Bigl
                                          James J. Bigl, Chief Executive Officer


<PAGE>

                                                                   EXHIBIT 31.2

            RULE 13a-14(a)/15d-14(a) CERTIFICATION OF CFO PURSUANT TO
                      SECTION 302 OF THE SARBANES-OXLEY ACT

I, Stuart F. Fleischer, 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");

     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;

     3. 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:

     (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 June 30, 2003,
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  fiscal
quarter  ended June 30,  2003 that has  materially  affected,  or is  reasonably
likely to materially  affect,  the Registrant's  internal control over financial
reporting; and

     4. The Registrant's other certifying  officers 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):

     (a) all significant  deficiencies and material  weaknesses in the design or
operation of internal  controls 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.



Dated: October 28, 2003                   /s/ Stuart F. Fleischer
                                              Stuart F. Fleischer,
                                              Chief Financial Officer