EXHIBIT 31.1


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


I, James F. Smith, Chief Executive Officer, certify that:

          1. I have reviewed this annual report on Form 10-K 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.  Based  on  my  knowledge,  the  financial  statements,  and  other
     financial information included in this annual report, fairly present in all
     material respects the financial  condition,  results of operations and cash
     flows of the  Registrant  as of, and for,  the  periods  presented  in this
     annual report.

          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:

               (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; and

          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):

               (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.

        Dated: September 22, 2005                   /s/ James F. Smith
                                                   ----------------------------
                                                        James F. Smith,
                                                        Chief Executive Officer
                                                        [Principal 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 Fleischer, Chief Financial Officer, certify that:

     1. I have  reviewed  this annual  report on Form 10-K 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. Based on my knowledge,  the financial  statements,  and other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
Registrant as of, and for, the periods presented in this annual report.

     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:

               (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; and

     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):

               (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.

Dated: September 22, 2005          /s/ Stuart Fleischer
                                      ---------------------------------
                                       Stuart Fleischer,
                                       Chief Financial Officer
                                       [Principal Accounting Officer]