Exhibit 14


     Section  406 of the  Sarbanes-Oxley  Act directs  the  Securities  Exchange
Commission  (SEC) to issue  rules  requiring  a  reporting  company to  disclose
whether or not the company has adopted a code of ethics for its senior financial
officers  that  applies  to  the  company's   principal  financial  officer  and
controller  or  principal  accounting  officer,  or persons  performing  similar
functions.  In addition to requiring the disclosure mandated by Section 406, the
SEC proposed rules to require disclosure as to whether the company has a code of
ethics that applies to its principal executive officer.

     As of September 19, 2003,  National Medical Health Card Systems,  Inc. (the
"Company") adopted its Code of Ethics as set forth below.

                                 CODE OF ETHICS

                                    Preface

     The Company's senior financial officers,  including the principal executive
officer,  principal  financial  officer and  controller or principal  accounting
officer, or persons performing similar functions ("Senior Financial  Officers"),
hold an important  and elevated  role in  corporate  governance.  As part of the
corporate  leadership team,  Senior Financial  Officers are vested with both the
responsibility and authority to protect,  balance, and preserve the interests of
all of the Company's stakeholders,  including shareholders,  clients, employees,
suppliers,  and  citizens of the  communities  in which  business is  conducted.
Senior  Financial  Officers  fulfill  this  responsibility  by  prescribing  and
enforcing the policies and procedures employed in the operation of the Company's
financial  organization,  and by  demonstrating  the  following:

I.  Honest and Ethical Conduct

     Senior Financial Officers will exhibit and promote the highest standards of
honest and ethical conduct through the  establishment  and operation of policies
and procedures that:

          |X| Encourage and reward professional  integrity in all aspects of the
     finance   organization,   by  eliminating   inhibitions   and  barriers  to
     responsible  behavior,  such as coercion,  fear of reprisal,  or alienation
     from the finance organization or the Company itself.

          |X| Prohibit and eliminate  the  appearance or occurrence of conflicts
     between  what is in the best  interest of the Company and what could result
     in  material  personal  gain  for a  member  of the  finance  organization,
     including Senior Financial Officers.

          |X| Provide a mechanism  for  members of the finance  organization  to
     inform  senior  management  of  deviations  in practice  from  policies and
     procedures governing honest and ethical behavior.

          |X|  Demonstrate   their  personal   support  for  such  policies  and
     procedures  through  periodic   communication   reinforcing  these  ethical
     standards throughout the finance organization.

II.      Financial Records and Periodic Reports

     Senior  Financial   Officers  will  establish  and  manage  the  enterprise
transaction and reporting systems and procedures to ensure that:

          |X| Business  transactions are properly  authorized and completely and
     accurately  recorded on the Company's  books and records in accordance with
     Generally Accepted Accounting  Principles (GAAP) and established  financial
     policy of the Company.

          |X| The retention or proper disposal of the Company's records shall be
     in  accordance  with  the  Company's  established  financial  policies  and
     applicable legal and regulatory requirements.

          |X| Full, fair, accurate and timely periodic financial  communications
     and reports  will be  delivered  in a manner that  facilitates  the highest
     degree of clarity of content  and  meaning so that  readers  and users will
     quickly and accurately determine their significance and consequence.

III.     Compliance with Applicable Laws, Rules and Regulations

     Senior Financial Officers will establish and maintain mechanisms to:

          |X| Educate  members of the finance  organization  about any  federal,
     state or local statute, regulation or administrative procedure that affects
     the operation of the finance organization and the Company generally.

          |X|  Monitor  the  compliance  of the  finance  organization  with any
     applicable  federal,  state or local statute,  regulation or administrative
     rule

          |X|  Identify  report and correct in a swift and certain  manner,  any
     detected  deviations  from  applicable  federal,  state or local statute or
     regulation.