AS AMENDED


                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                   NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.

                            Under Section 807 of the
                            Business Corporation Law

                  Pursuant  to the  provisions  of Section  807 of the  Business
Corporation Law, the undersigned, being respectively the President and Secretary
of the Corporation, do hereby certify and set forth:

     FIRST: The name of the corporation is NATIONAL MEDICAL HEALTH CARD SYSTEMS,
INC. (the "Corporation").

     SECOND:  The Certificate of  Incorporation  of the Corporation was filed by
the Department of State of the State of New York on July 23, 1981.

     THIRD:  The  Certificate  of  Incorporation  of the  Corporation  is hereby
deleted in its  entirety  and amended to effect  amendments  relating to (a) the
restatement of the corporate  purposes of the  Corporation;  (b) the location of
the office of the  Corporation in the State of New York; (c) a change of address
to which the  Secretary  of State shall mail a copy of any  process  against the
Corporation;  (d) a restatement of the affirmative  denial of pre-emption rights
to shareholders of the Corporation; (e) the vesting of authority in the Board of
Directors to provide for the issuance of




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Preferred Shares and elections by the Board of Directors relating to (i) non-pro
rata  distributions  of dividends  and/or amounts payable upon  liquidation with
respect to shares of all series in the same class of  Preferred  Shares and (ii)
distributions  of any class or series of shares to holders of any other class or
series of shares;  (f) a deletion of (i) a limitation on the number of directors
of the Corporation;  (ii) the duration of the  Corporation;  (iii) the number of
directors of the Corporation as provided by the By-Laws;  (iv)  participation in
board meetings via telephone conference;  and (v) adoption,  amendment or repeal
of the By-Laws by the Board of Directors;  (g)  indemnification of directors and
officers of the  Corporation;  (h)  limitations  on director  liability;  (i) an
election  by  the  Corporation  to  allow   shareholders  or  directors  of  the
Corporation to approve loans made by the  Corporation  to its directors;  (j) an
election  by  the  Corporation  to  allow  shareholders  of the  Corporation  to
authorize  corporate  actions by less than unanimous  written consent and (k) an
election  by  the  Corporation  to  allow  shareholders  of the  Corporation  to
authorize  various  material  corporate  actions by the  written  consent of the
holders of a majority of the votes of all  outstanding  shares  entitled to vote
thereon  instead  of  a  two-thirds   vote.  The  text  of  the  Certificate  of
Incorporation  is hereby  restated,  as amended,  to read as herein set forth in
full:

                          "CERTIFICATE OF INCORPORATION

                                       OF

                   NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.

     1. The name of the  corporation  is NATIONAL  MEDICAL  HEALTH CARD SYSTEMS,
INC. (the "Corporation")


                                        2


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     2. The  Corporation  is formed to engage in any lawful act or activity  for
which  corporations  may be organized under the Business  Corporation Law of the
State of New York (the "BCL"),  provided  that it is not formed to engage in any
act or activity  which  requires the consent or approval of any state  official,
department,  board, agency or other body, without such approval or consent first
being obtained.

     3. The office of the  Corporation in the State of New York shall be located
in the County of Nassau.

     4. (a) The Corporation shall be authorized to issue the following shares:

        Class                     Number of Shares                    Par Value

        COMMON                    25,000,000                            $.001

        PREFERRED                 10,000,000                            $0.10

        (b) No holder of any shares of the  Corporation  shall,  because  of his
ownership of shares of the  Corporation,  have a  pre-emptive  or other right to
purchase,  subscribe for, or take any part of any shares of the Corporation,  or
any part of any notes, debentures, bonds or other securities convertible into or
providing for options or warrants to purchase  shares of the  Corporation  which
are issued,  offered,  or sold by the  Corporation,  whether the shares,  notes,
debentures,  bonds, or other  securities,  be authorized by this  Certificate of
Incorporation or by an amended  certificate duly filed and in effect at the time
of the issuance,  offer,  or sale of such shares,  notes,  debentures,  bonds or
other  securities.  Any part of the shares  authorized  by this  Certificate  of
Incorporation or by an amended certificate duly filed and any part of any notes,
debentures, bonds or other securities

                                        3



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convertible  into or providing for options or warrants to purchase shares of the
Corporation may at any time be issued, offered for sale, and sold or disposed of
by the  Corporation,  pursuant to a resolution  of its Board of Directors and to
such persons and upon such terms and  conditions as the Board of Directors  may,
in its sole  discretion,  deem proper and advisable,  without first offering the
existing shareholders any part of such shares, notes, debentures, bonds or other
securities.

        (c) The  Board  of  Directors  hereby  is  vested  with  the   authority
to provide for the issuance of the Preferred  Shares,  at any time and from time
to time, in one or more series,  each of such series to have such voting powers,
designations,  preferences and relative participating,  optional, conversion and
other rights, and such  qualifications,  limitations or restrictions  thereon as
expressly provided in the resolution or resolutions duly adopted by the Board of
Directors  providing  for the  issuance  of such shares or series  thereof.  The
authority  which hereby is vested in the Board of Directors  shall include,  but
not be limited to, the authority to provide for the following  matters  relating
to each series of the Preferred Shares:

          (i) The designation of any series.

          (ii) The number of shares initially constituting any such series.

          (iii) The  increase to a number not greater  than the total  number of
     authorized  shares  of the  class  which  such  series  is a part,  and the
     decrease, to a number not less than the number of the outstanding shares of
     any  such  series,  of  the  number  of  shares  constituting  such  series
     theretofore fixed.

          (iv) The  rate or  rates  and the  times  at  which  dividends  on the
     Preferred  Shares or any series  thereof shall be paid,  and whether or not
     such dividends shall be cumulative,

                                                       4


<PAGE>



     and,  if such  dividends  shall be  cumulative,  the date or dates from and
     after which they shall accumulate.

          (v) Whether or not the  Preferred  Shares or series  thereof  shall be
     redeemable,  and,  if such  shares  shall  be  redeemable,  the  terms  and
     conditions  of such  redemption,  including  but not limited to the date or
     dates upon or after which such shares  shall be  redeemable  and the amount
     per share which shall be payable  upon such  redemption,  which  amount may
     vary under different conditions and at different redemption dates.

          (vi) The amount  payable on the Preferred  Shares or series thereof in
     the event of the  voluntary  or  involuntary  liquidation,  dissolution  or
     winding up of the Corporation;  provided,  however,  that (a) if the stated
     dividends  and amounts  payable in  liquidation  are not paid in full,  the
     shares of all  series of the same  class  shall  not be  required  to share
     ratably in the payment of  dividends  including  accumulations,  if any, in
     accordance  with the sums  which  would be  payable  in such  shares if all
     dividends were declared and paid in full, and in any distribution of assets
     other than by way of dividends in  accordance  with the sums which would be
     payable on such  distribution  if all sums payable were discharged in full;
     and (b) the  holders  of shares  ranking  senior to other  shares  shall be
     entitled to be paid,  or to have set apart for  payment,  not less than the
     liquidation value of such shares before the holders of the Common Shares or
     the holders of any other series of Preferred  Shares ranking junior to such
     senior-ranking shares.

          (vii) Whether or not the Preferred Shares or series thereof shall have
     voting  rights,  in addition to the voting rights  provided by law, and, if
     such  shares  shall  have such  voting  rights,  the  terms and  conditions
     thereof, including but not limited to the right of the holders of such

                                                       5


<PAGE>



     shares to vote as a  separate  class  either  alone or with the  holders of
     shares of one or more  other  class or series of  Preferred  Shares and the
     right to have more than one vote per share.

          (viii)  Whether  or not a  sinking  fund  shall  be  provided  for the
     redemption  of the  Preferred  Shares or  series  thereof,  and,  if such a
     sinking fund shall be provided, the terms and conditions thereof.

          (ix)  Whether  or not a  purchase  fund  shall  be  provided  for  the
     Preferred  Shares or series thereof,  and, if such a purchase fund shall be
     provided, the terms and conditions thereof.

          (x) Whether or not the Preferred  Shares or series  thereof shall have
     conversion   privileges,   and,  if  such  shares  shall  have   conversion
     privileges,  the terms and  conditions  of  conversion,  including  but not
     limited to any provision for the adjustment of the  conversion  rate or the
     conversion price.

          (xi) Whether or not distributions of any class or series of shares may
     be made to holders of another class or series of shares.

          (xii)  Any  other  relative   rights,   preferences,   qualifications,
     limitations and restrictions.

     5. The  Secretary of State is  designated  as the agent of the  Corporation
upon whom  process  against the  Corporation  may be served,  and the address to
which the  Secretary  of State  shall  mail a copy of any  process  against  the
Corporation  served upon him is c/o the Corporation,  26 Harbor Park Drive, Port
Washington, New York 11050, Attention: President.


                                        6


<PAGE>



     6. (a) The Corporation  shall,  to the fullest extent  permitted by Section
721 through 726 of the BCL, indemnify any and all directors and officers whom it
shall have power to indemnify  under the said  sections from and against any and
all of the expenses,  liabilities or other matters  referred to in or covered by
such sections,  and the indemnification  provided for herein shall not be deemed
exclusive  of any other  rights  to which  the  persons  so  indemnified  may be
entitled under any By-Law,  agreement,  vote of  shareholders  or  disinterested
directors or  otherwise,  both as to any action in his or her official  capacity
and as to any  action in another  capacity  by holding  such  office,  and shall
continue  as to a person who has ceased to be a  director  or officer  and shall
inure to the  benefits  of the heirs,  executors  and  administrators  of such a
person.

        (b) A director of this Corporation shall not be personally liable to the
Corporation or its shareholders for damages for any breach of duty in his or her
capacity as a director, unless a judgment or other final adjudication adverse to
him or her  establishes  that (i) his or her acts or omissions were in bad faith
or involved intentional  misconduct or a knowing violation of law, or (ii) he or
she personally  gained in fact a financial profit or other advantage to which he
or she was not legally entitled or (iii) his or her acts violated Section 719 of
the BCL.

     7. The  Corporation  may not lend money to or guarantee the obligation of a
director of the  Corporation  unless (i) the  particular  loan or  guarantee  is
approved  by the  shareholders,  with the  holders of a  majority  of the shares
entitled to vote  thereon  constituting  a quorum,  but shares held of record or
beneficially by directors who are benefitted by such loan or guarantee shall not
be entitled to vote or to be included in the  determination of a quorum; or (ii)
the Board of Directors determines

                                        7



<PAGE>



that the loan or guarantee  benefits  the  Corporation  and either  approves the
specific loan or guarantee or a general plan authorizing loans and guarantees.

     8. Whenever  shareholders  of the  Corporation are required or permitted to
take any action by vote,  such action may be taken  without a meeting on written
consent, setting forth the action so taken, signed by the holders of outstanding
shares having not less than the minimum  number of votes that would be necessary
to  authorize  or take such action at a meeting at which all shares  entitled to
vote thereon were present and voted.

     9. Whenever  shareholders of the  Corporation  shall be entitled to vote on
(a) an amendment to strike out a provision authorized by paragraph 620(b) of the
BCL, (b) an amendment  of the  Certificate  of  Incorporation  which  changes or
strikes  out a  provision  permitted  by Section  709 of the BCL,  (c) a plan of
merger or consolidation  involving the Corporation,  (d) a proposed sale, lease,
exchange  or other  disposition  of all or  substantially  all the assets of the
Corporation, if not made in the usual or regular course of the business actually
conducted by the Corporation, (e) a plan for binding share exchanges relating to
the Corporation or (f) a plan of dissolution of the Corporation, such vote shall
be authorized by a majority of the votes of all  outstanding  shares entitled to
vote thereon."

     FOURTH:  The amendments to the Certificate of Incorporation were authorized
by the unanimous  written consent of all of the directors of the Corporation and
the  vote  of the  holders  of a  majority  of  the  outstanding  shares  of the
Corporation at a meeting of shareholders duly called for such purpose.

                                        8

<PAGE>


     IN  WITNESS  WHEREOF,  we  hereunto  sign our  names  and  affirm  that the
statements  made herein are true under the penalty of perjury,  this 10th day of
May, 1999.



                                                /s/ Marjorie G. O'Malley
                                                Marjorie G. O'Malley, President



                                                /s/ Gerald Shapiro
                                                Gerald Shapiro, Secretary





                                        9



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