UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-K/A
                                 Amendment No. 1

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934.
                    For the fiscal year ended June 30, 2003

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACY OF 1934.

For the transition period from _______ to ___________

                        Commission file number 000-26749

                   NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.
             (Exact name of Registrant as specified in its charter)

        Delaware                                         11-2581812
(State or other jurisdiction of            (I.R.S. Employee Identification No.)
incorporation or organization)

                              26 Harbor Park Drive
                               Port Washington, NY
                    (Address of principal executive offices)
                                      11050
                                   (Zip Code)

        Registrant's telephone number, including area code: (516) 626-0007

        Securities registered under Section 12(b) of the Exchange Act:
                                      None

        Securities registered under Section 12(g) of the Exchange Act:
                          Common Stock, $.001 par value
                                (Title of class)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X  No
                                             ---   ---

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

     The  aggregate  market  value  of the  registrant's  voting  stock  held by
non-affiliates  of the  registrant,  computed by reference to the closing  sales
price as  quoted  on the  NASDAQ  National  Market  on  September  22,  2003 was
approximately $49,955,122.

(APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS)


<PAGE>

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.

Yes  X   No
    ---    ---

     (APPLICABLE  ONLY TO CORPORATE  REGISTRANTS)  Indicate the number of shares
outstanding of the registrant's common stock, as of the latest practicable date:
7,643,581 shares outstanding as of September 22, 2003.

     DOCUMENTS  INCORPORATED  BY  REFERENCE:  Portions of the  definitive  Proxy
Statement to be delivered to  shareholders in connection with the annual meeting
of shareholders to be held in 2003 are  incorporated  into Part III of this Form
10-K.

     In compliance with General Instructions G(3) to Form 10-K, National Medical
Health  Card  Systems,  Inc.,  a  Delaware  corporation  ("Health  Card"  or the
"Company")  hereby  amends the  following  information  in its Form 10-K for the
fiscal  year ended June 30,  2003,  as filed with the  Securities  and  Exchnage
Commission on September 29, 2003: (i) by amending Items 10, 11, 12 and 13 to add
the information  contained herein,  and (ii) by amending Exhibits 10.55,  10.56,
10.66,  10.67,  10.77,  10.80,  10.83,  and  10.86 and  replacing  each with the
corresponding new Exhibit.

                                    PART III

Item 10.          Directors and Executive Officers of the Registrant.

     The following  table sets forth the name, ages and positions of individuals
serving on the Board of Directors of Health Card:
<TABLE>
<S>                                                                <C>    <C>    <C>    <C>    <C>    <C>
Name                                            Age              Position Held
----                                            ---              -------------
Bert E. Brodsky                                  61              Chairman of the Board
Gerald Shapiro                                   73              Vice Chairman of the Board, Secretary
James J. Bigl                                    40              Director, Chief Executive Officer and President
Kenneth J. Daley                                 65              Director
Paul J. Konigsberg                               67              Director
Gerald Angowitz                                  54              Director
Ronald L. Fish                                   62              Director
</TABLE>

     The  Company's  Certificate  of  Incorporation  provides  that the Board of
Directors is  classified  into three classes  (designated  as Class I directors,
Class II directors and Class III directors),  with members of each class holding
office for staggered three-year terms.

Class I Directors

     Gerald Shapiro is 73 years old and has served as Vice Chairman of the Board
of Health Card since  February 4, 1998 and as Secretary  since October 28, 1998.
From June 1, 1998 until  December 7, 1998, Mr. Shapiro served as Chairman of the
Board.  For over twenty years,  Mr.  Shapiro has been an employee of Sandata,  a
provider of  computerized  data  processing  services  and custom  software  and
programming  services  and an  affiliate  of  Health  Card;  and has  also  been
President of Lee Management Associates, Inc., a physician billing and consulting
firm;  Chairman  and  Treasurer  of  Mediclaim,  Inc.,  a physician  billing and
consulting firm;  President of Brookhaven M.R.I.,  Inc., a company that operates
magnetic  resonance  imaging  machines;  and Vice  President  of  Mobile  Health
Management Services, Inc., a provider of medical screening services.

     Ronald L. Fish is 62 years old and has served as a Director  of the Company
since  November  2000.  Mr.  Fish  also  serves  on  the  Company's   Audit  and
Compensation Committees and from January 1998 to May 2003 he served on the Board
of Directors of Sandata. Since 1975, Mr. Fish served as Administrator, Treasurer
and Director of Unlimited Care Inc., a nursing services firm, and is a certified
public accountant.

Class II Directors

     Gerald Angowitz is 54 years old and has served as a Director of Health Card
since June 26, 1998. Mr. Angowitz  presently  serves as a management  consultant
through the Angowitz Company,  which provides consulting services.  Mr. Angowitz
had served as Senior Vice President of Human  Resources and  Administration  for
RJR Nabisco,  Inc. ("RJR"),  a consumer products  manufacturer,  from March 1995
until December 1999. Mr. Angowitz  previously  served as Vice President of Human
Resources  for RJR from  February  1994 to March  1995  and  Vice  President  of
employee  benefits at RJR from January 1992 to February 1994. Mr.  Angowitz also
serves as the Chairman of the Company's Compensation Committee.

     Kenneth J.  Daley is 65 years old and has  served as a  Director  of Health
Card since May 10,  1999.  From 1980 to 1998,  Mr.  Daley  served as Senior Vice
President and Division Head of Chase  Manhattan  Bank.  Mr. Daley also serves on
the Company's Audit and Compensation Committees.

Class III Directors

     Bert E.  Brodsky is 61 years old and has served as Chairman of the Board of
Health Card since  December 7, 1998, and was also Chief  Executive  Officer from
June, 1998 until April,  2002. Mr. Brodsky has at various times from 1983 served
as Chairman of the Board,  President and a Director of Health Card.  Mr. Brodsky
has served as Chairman of the Board and Treasurer of Sandata since June 1983 and
as President of Sandata from December 1989 through  January 2000.  For more than
the past  five  years,  Mr.  Brodsky  has  served as  Chairman  of the Board and
President  of P.W.  Medical  Management,  Inc.,  which  provides  financial  and
consulting  services to  physicians;  as  President  of P.W.  Capital  Corp.,  a
consulting  services firm;  and as Chairman of Sandsport Data Services,  Inc., a
computer services firm and wholly-owned  subsidiary of Sandata.  Mr. Brodsky has
also, for more than the past five years,  been the Operating  Manager of various
real estate  companies,  and President of Bert Brodsky  Associates,  Inc., which
provides consulting services.

     Paul J.  Konigsberg  is 67 years old and has  served as a  Director  of the
Company  since  November  2000.  From  January 1998 until  October of 2002,  Mr.
Konigsberg also served on the Board of Directors of Sandata. Mr. Konigsberg is a
certified public accountant and has been a senior partner in the accounting firm
of Konigsberg  Wolf & Co., P.C.  since 1970. Mr.  Konigsberg  also serves as the
Chairman of the Company's Audit Committee.

     James J. Bigl is 40 years old and has served as Chief Executive Officer and
a Director of Health Card since April 2002, and as President  since June,  2000.
Immediately  prior to joining  Health Card, Mr. Bigl served as President and CEO
of York HealthNet,  SelectPro and USI Care Management ("USI"). In late 1998, Mr.
Bigl directed the sale of the Pharmacy Benefit  Management Company he founded at
Yale-New Haven Health to USI. Beginning in October of 1994, Mr. Bigl oversaw the
wide ranging operations,  including home infusion, managed care operations, real
estate and retail pharmacy, at Yale-New Haven Health's for-profit division.  For
the last fifteen  years,  Mr. Bigl has been  working in the retail  pharmacy and
pharmacy benefit management industries.

Executive Officers

         The following table set forth the name, ages and positions of the other
executive officers of Health Card:

Name                       Age            Officer and Position Held
----                       ---            -------------------------
Tery Baskin                49             Chief Marketing Officer
David Gershen              48             Treasurer and Chief Financial Officer*
Agnes Hall                 55             Chief Information Officer
Patrick McLaughlin         40             President, PBM Services

     * On October 2, 2003,  the Company  appointed  Stuart F.  Fleischer  as its
Chief  Financial  Officer.  Mr.  Gershen was named  Executive  Vice President of
Financial Services and will continue to serve as Treasurer of the Company.

     James J. Bigl is Health  Card's  President  and  Chief  Executive  Officer.
Information about Mr. Bigl's tenure with the Company and his business experience
is presented above under "Class III Directors."

     Tery  Baskin has  served as Chief  Marketing  Officer of Health  Card since
April 2003. He served as Chief  Operating  Officer of Health Card from June 2001
to April 2003. He has been a licensed  pharmacist  since 1978. From 1993 to July
2000 he served as the President and a Director of Pharmacy Associates, Inc. From
July 2000 to June 2001,  Mr. Baskin was the Senior Vice  President of PAI, which
by July 2000 was a wholly owned  subsidiary  of Health Card.  He has served as a
Director of the American Pharmaceutical Association Foundation since 1998 and as
Treasurer since March 2002.

     David  Gershen  has served as Senior Vice  President  of Finance for Health
Card since May 2000. Mr. Gershen was named Chief Financial Officer and Treasurer
of Health Card in November,  2000.  From July 1996 until April 2000, Mr. Gershen
served as the Vice  President of Finance and  Administration  of CSC  Healthcare
Inc.,  a  subsidiary  of Computer  Sciences  Corporation  ("CSC"),  a healthcare
information  services company.  Prior thereto,  and since 1985, Mr. Gershen held
various financial positions with APM, Inc., which was acquired by CSC in 1996.

     Agnes Hall has  served as Chief  Information  Officer of Health  Card since
January  2001.  Ms.  Hall  has a  broad  background  in a  number  of  different
industries,  having spent most of her career as a management consultant and CIO.
Her experience includes insurance,  manufacturing,  utilities,  health care, and
government agencies. Prior to joining Health Card, Ms. Hall managed a consulting
practice for Oracle  Corporation from late 1998, joining Oracle after serving as
CIO for Killark Electric for three years.

     Patrick  McLaughlin  has served as the  President of the  Pharmacy  Benefit
Management  division of the Company since April 2003, and  previously  served as
Executive Vice President of Managed Care from January 2002 to April 2003.  Prior
to joining  Health Card, Mr.  McLaughlin  was the President of Centrus  Pharmacy
Solutions  from January 2000 to January  2002.  Mr.  McLaughlin  was employed by
Centrus in various executive  positions from February 1992 until his appointment
as President in 2000.  He also served as a director of Health  Solutions,  Ltd.,
the parent of Centrus from November 1995 until its acquisition by Health Card in
January 2002.

     Each of the executive  officers  serves,  subject to his or her  Employment
Agreement, until the meeting of the Board of Directors immediately following the
Annual Shareholders Meeting.

Family Relationships

     There are no family  relationships  among  any of Health  Card's  executive
officers, directors or nominees for directors.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
Health Card's executive officers and directors, and persons who beneficially own
more than ten percent of our common stock,  to file initial reports of ownership
and reports of changes in ownership with the Securities and Exchange Commission.
Based upon a review of the filings with the Securities and Exchange  Commission,
we believe that the  reporting  requirements  of Section 16 applicable to Health
Card's executive  officers and directors,  and persons who beneficially own more
than ten percent of our common stock during  fiscal year 2003 were complied with
on a timely  basis,  except as follows:  Mr.  Brodsky  failed to timely file one
report relative to one  transaction.  The required report has been  subsequently
filed.

ITEM 11.          EXECUTIVE COMPENSATION.

Summary Compensation Table

     The  following  table sets forth  certain  information  with respect to the
compensation  paid or awarded by Health Card to the Chief Executive  Officer and
other executive officers,  (collectively, the "Named Executive Officers"), whose
salary and bonus  exceeded  $100,000 in all capacities for the fiscal year ended
June 30, 2003:
<PAGE>
<TABLE>
<S>                                                                         <C>    <C>           <C>       <C>    <C>     <C>
------------------- -------- --------------------------------------------- --------------------------- ------------ ---------------
                                         Annual Compensation                 Long-Term Compensation
------------------- -------- --------------------------------------------- --------------------------- ------------ ---------------
------------------- -------- --------------------------------------------- --------------------------- ------------ ---------------
                                                                                     Awards              Payouts
------------------- -------- --------------------------------------------- --------------------------- ------------ ---------------
------------------- -------- -------------- ------------ ----------------- ------------ -------------- ------------ ---------------
                                                                           Restricted    Securities
                                                           Other Annual       Stock      Underlying       LTIP        All Other
     Name and                   Salary         Bonus       Compensation      Awards       Options/       Payouts     Compensation
Principal Position    Year        ($)           ($)            ($)             ($)          SARS           ($)           ($)
                                                                                             (#)
------------------- -------- -------------- ------------ ----------------- ------------ -------------- ------------ ---------------
------------------- -------- -------------- ------------ ----------------- ------------ -------------- ------------ ---------------
 Bert E. Brodsky,    2003     425,000(1)      382,500(1)      81,650(13)         -0-           -0-           -0-           -0-
    Executive       -------- -------------- ------------ ----------------- ------------ -------------- ------------ --------------
 Chairman of the     2002     425,000(1)      120,000(1)      87,421(13)         -0-           -0-           -0-           -0-
      Board         -------- -------------- ------------ ----------------- ------------ -------------- ------------ ---------------
                     2001     377,015(1)      120,000(1)      89,380(13)         -0-       500,000(17)       -0-           -0-
------------------- -------- -------------- ------------ ----------------- ------------ -------------- ------------ ---------------
------------------- -------- -------------- ------------ ----------------- ------------ -------------- ------------ ---------------

  James J. Bigl,     2003       264,539       247,500(2)      12,000(14)         -0-        50,000(18)       -0-         1,867(32)
 Chief Executive                                                                                                         1,770(33)
   Officer,         -------- -------------- ------------ ----------------- ------------ -------------- ------------ ---------------
  President          2002       209,921       100,000         12,000(14)         -0-       450,000(19)       -0-         3,010(32)
                                                                                                                         1,024(33)
                    -------- -------------- ------------ ----------------- ------------ -------------- ------------ ---------------
                     2001       184,760        60,000(3)      12,000(14)         -0-        31,000(20)       -0-           908(32)
                                                                                                                           578(33)
------------------- -------- -------------- ------------ ----------------- ------------ -------------- ------------ ---------------
------------------- -------- -------------- ------------ ----------------- ------------ -------------- ------------ ---------------

  David Gershen,     2003       196,462        54,600(4)         -0-             -0-        10,000(21)       -0-         2,851(32)
 Chief Financial                                                                                                         1,313(33)
   Officer,*        -------- -------------- ------------ ----------------- ------------ -------------- ------------ ---------------
  Treasurer          2002       185,000        30,000(5)         -0-             -0-        20,000(22)       -0-         1,736(32)
                                                                                                                           889(33)
                    -------- -------------- ------------ ----------------- ------------ -------------- ------------ ---------------
                     2001       155,250        55,000(6)         -0-             -0-        11,000(23)       -0-           737(32)
------------------- -------- -------------- ------------ ----------------- ------------ -------------- ------------ ---------------
------------------- -------- -------------- ------------ ----------------- ------------ -------------- ------------ ---------------

Tery Baskin, Chief   2003       172,308        50,000(7)      32,184(15)         -0-        20,000(24)       -0-         3,042(32)
Chief Marketing                                                                                                          1,178(33)
 Officer            -------- -------------- ------------ ----------------- ------------ -------------- ------------ ---------------
                     2002       150,000        15,000(8)      32,184(15)         -0-        27,000(25)       -0-         5,433(32)
                                                                                                                           721(33)
------------------- -------- -------------- ------------ ----------------- ------------ -------------- ------------ ---------------
                     2001       132,923        56,440(9)      10,408(15)         -0-        55,000(26)       -0-         8,338(32)
------------------- -------- -------------- ------------ ----------------- ------------ -------------- ------------ ---------------
------------------- -------- -------------- ------------ ----------------- ------------ -------------- ------------ ---------------

  Agnes Hall,        2003       177,846        40,000(10)         -0-            -0-        25,000(27)       -0-         1,038(32)
    Chief                                                                                                                  865(33)
 Information       -------- -------------- ------------ ----------------- ------------ -------------- ------------ ---------------
   Officer           2002       154,557        16,000(11)         -0-            -0-        37,000(28)       -0-         1,232(32)
                                                                                                                           462(33)
                   -------- -------------- ------------ ----------------- ------------ -------------- ------------ ---------------
                     2001        69,231        15,000             -0-            -0-        10,000(29)       -0-           -0-
------------------- -------- -------------- ------------ ----------------- ------------ -------------- ------------ ---------------
------------------- -------- -------------- ------------ ----------------- ------------ -------------- ------------ ---------------

Patrick McLaughlin,  2003       146,646        30,000(12)      4,800(16)         -0-        15,000(30)       -0-           -0-
    President
   PBM Services     -------- -------------- ------------ ----------------- ------------ -------------- ------------ ---------------
                     2002        57,462          -0-           2,000(16)         -0-       125,000(31)       -0-           -0-
------------------- -------- -------------- ------------ ----------------- ------------ -------------- ------------ ---------------
 </TABLE>

-------------
    * On October 2, 2003,  the Company  appointed  Stuart F.  Fleischer  as its
Chief  Financial  Officer.  Mr.  Gershen was named  Executive  Vice President of
Financial Services and will continue to serve as Treasurer of the Company.

     (1)  Represents  salary and bonus  accrued for Mr.  Brodsky for each of the
three years  reported.  All amounts accrued for these years were paid subsequent
to June  30,  2003.  See  "Certain  Relationships  and  Related  Transactions  -
Indebtedness of Management," below.

     (2) For the fiscal  year  ended  June 30,  2003,  a bonus of  $247,500  was
awarded to Mr. Bigl, but was paid subsequent to June 30, 2003.

     (3) For the fiscal year ended June 30, 2001, a bonus of $60,000 was awarded
to Mr. Bigl, but was paid subsequent to June 30, 2001.

     (4) For the fiscal year ended June 30, 2003, a bonus of $54,600 was awarded
to Mr. Gershen, but was paid subsequent to June 30, 2003.

     (5) For the fiscal year ended June 30, 2002, a bonus of $30,000 was awarded
to Mr. Gershen, but was paid subsequent to June 30, 2002.

     (6) For the fiscal year ended June 30, 2001, a $25,000 guaranteed bonus was
paid to Mr. Gershen per his employment  agreement after one year of service.  An
additional bonus of $30,000 was awarded to Mr. Gershen,  but was paid subsequent
to June 30, 2001.

     (7) For the fiscal year ended June 30, 2003, a bonus of $50,000 was awarded
to Mr. Baskin, but was paid subsequent to June 30, 2003.

     (8) For the fiscal year ended June 30, 2002, a bonus of $15,000 was awarded
to Mr. Baskin, but was paid subsequent to June 30, 2002.

     (9) For the fiscal  year  ending June 30,  2001,  reflects a $25,000  bonus
awarded to Mr. Baskin;  such amounts were paid to Mr. Baskin  subsequent to June
30, 2001.  Also reflects  commissions  paid pursuant to an employment  agreement
with the Company,  which commission  arrangement terminated on June 4, 2001 with
the execution of a new employment agreement with the Company.

     (10) For the  fiscal  year  ended June 30,  2003,  a bonus of  $40,000  was
awarded to Ms. Hall, but was paid subsequent to June 30, 2003.

     (11) For the  fiscal  year  ended June 30,  2002,  a bonus of  $16,000  was
awarded to Ms. Hall, but was paid subsequent to June 30, 2002.

     (12) For the  fiscal  year  ended June 30,  2003,  a bonus of  $30,000  was
awarded to Mr. McLaughlin, but was paid subsequent to June 30, 2003.

     (13) Includes  automobile  lease payments to an entity  affiliated with Mr.
Brodsky.  Also  includes  life  insurance  premiums  paid by Health  Card on Mr.
Brodsky's  behalf,  the  aggregate  amount of which  premiums  will be repaid to
Health Card upon the payment of the policy benefits to the beneficiary.

     (14) Represents a nonaccountable expense allowance.

     (15) Represents payments under a bank loan collateralized by an automobile,
and life insurance premiums.

     (16) Represents a monthly car allowance.

     (17) Represents an option granted on February 20, 2001 to purchase  500,000
shares of common stock at an exercise  price of $1.84,  of which 200,000  shares
were exercised in July 2002 and 200,000 are not currently exercisable.

     (18)  Represents  an option  granted on July 22,  2003 to  purchase  50,000
shares of common stock at an exercise  price of $10.47,  of which no shares were
exercisable as of June 30, 2003 and October 10, 2003.

     (19)  Includes  an option  granted on April 30,  2002 to  purchase  100,000
shares of common stock at an exercise  price of $9.00,  of which  66,000  shares
were  exercisable  as of June 30, 2003 and October 10,  2003.  Also  includes an
option granted on June 26, 2002 to purchase 350,000 shares of common stock at an
exercise price of $9.45, of which no shares were exercisable as of June 30, 2003
and October 10, 2003.

     (20)  Includes an option  granted on February  20, 2001 to purchase  11,000
shares of common stock at an exercise price of $1.67, of which 3,670 shares were
exercised  in March 2002 and 7,330 shares were  exercisable  as of June 30, 2003
and  October  10,  2003.  Also  includes  an option  granted on June 12, 2001 to
purchase  20,000 shares of common stock at an exercise price of $3.00,  of which
13,335 shares were exercisable as of June 30, 2003 and October 10, 2003.

     (21)  Represents  an option  granted on August 1, 2003 to  purchase  10,000
shares of common stock at an exercise  price of $11.50,  of which no shares were
exercisable as of June 30, 2003, and October 10, 2003.

     (22) Includes an option  granted on September  24, 2001 to purchase  10,000
shares of common stock at an exercise price of $4.00, of which 3,350 shares were
exercisable  as of June 30, 2003.  As of October 10, 2003,  6,675 shares of such
option were currently exercisable.  Also includes an option granted on August 1,
2002 to purchase 10,000 shares of common stock at an exercise price of $8.60, of
which no shares were  exercisable  as of June 30, 2003.  As of October 10, 2003,
3,340 shares of such option were currently exercisable.

     (23)  Represents an option granted on February 20, 2001 to purchase  11,000
shares of common stock at an exercise price of $1.67, of which 7,335 shares were
exercised  in March 2002 and 3,665 shares were  exercisable  as of June 30, 2003
and October 10, 2003.

     (24)  Represents  an option  granted on August 1, 2003 to  purchase  20,000
shares of common stock at an exercise  price of $11.50,  of which no shares were
exercisable as of June 30, 2003 and October 10, 2003.

     (25) Includes an option granted on August 10, 2001 to purchase 2,000 shares
of  common  stock at an  exercise  price of  $3.50,  of which  670  shares  were
exercisable  as of June 30, 2003.  As of October 10, 2003,  1,335 shares of such
option were currently exercisable.  Also includes an option granted on August 1,
2002 to purchase 20,000 shares of common stock at an exercise price of $8.60, of
which no shares were  exercisable  as of June 30, 2003.  As of October 10, 2003,
6,667 shares of such option were currently exercisable.  Also includes an option
granted on  September  19, 2002 to purchase  5,000  shares of common stock at an
exercise  price of $8.15,  of which no shares  were  exercisable  as of June 30,
2003.  As of October  10,  2003,  1,667  shares of such  option  were  currently
exercisable.

     (26) Includes an option granted on July 20, 2000 to purchase  40,000 shares
of common  stock at an  exercise  price of $4.00,  of which  16,000  shares were
exercisable  as of June 30, 2003. As of October 10, 2003,  24,000 shares of such
option were  currently  exercisable.  Also includes an option granted on June 4,
2001 to purchase 15,000 shares of common stock at an exercise price of $5.00, of
which 10,000 shares were exercisable as of June 30, 2003 and October 10, 2003.

     (27)  Represents  an option  granted on August 1, 2003 to  purchase  25,000
shares of common  stock at an  exercise  price  $11.50,  of which no shares were
exercisable as of June 30, 2003 and October 10, 2003.

     (28) Includes an option granted on August 10, 2001 to purchase 2,000 shares
of  common  stock at an  exercise  price of  $3.50,  of which  670  shares  were
exercisable  as of June 30, 2003.  As of October 10, 2003,  1,335 shares of such
option were currently exercisable. Also includes an option granted on January 4,
2002 to purchase 5,000 shares of common stock at an exercise price of $12.61, of
which 1,670  shares were  exercisable  as of June 30, 2003 and October 10, 2003.
Also  includes an option  granted on July 31, 2002 to purchase  30,000 shares of
common stock at an exercise price of $8.55, of which no shares were  exercisable
as of June 30, 2003.  As of October 10, 2003,  10,000 shares of such option were
currently exercisable.

     (29)  Represents  an option  granted on January 8, 2001 to purchase  10,000
shares of common stock at an exercise price of $5.00, of which 6,670 shares were
exercisable as of June 30, 2003 and October 10, 2003.

     (30)  Represents  an option  granted on August 1, 2003 to  purchase  15,000
shares of common stock at an exercise  price of $11.50,  of which no shares were
exercisable as of June 30, 2003 and October 10, 2003.

     (31)  Represents an option granted on January 29, 2002 to purchase  125,000
shares of common stock at an exercise  price of $12.45,  of which 20,833  shares
were  exercisable  as of June  30,  2003  and  October  10,  2003.  See  Item 1,
Description  of  Business,  of the  Company's  Annual  Report on Form 10-K for a
detailed description of the Centrus acquisition.

     (32)  Represents  amounts  contributed  by Health Card under Health  Card's
401(k) Plan as of June 30, 2003.

     (33) Represents amounts  contributed by Health Card under Health Card's 401
(k) Plan for the fiscal year ended June 30, 2003 but funded  subsequent  to June
30, 2003.

Option/SAR Grants in Last Fiscal Year

     The following table sets forth certain  information  concerning  individual
grants of stock options during the fiscal year ending June 30, 2003:
<PAGE>
<TABLE>
<S>                                                                               <C>    <C>    <C>    <C>    <C>    <C>
---------------------------------------------------------------------------------- ------------------------------------
                                                                                      POTENTIAL REALIZABLE VALUE AT
                                                                                      ASSUMED ANNUAL RATES OF STOCK
                                INDIVIDUAL GRANTS                                  PRICE APPRECIATION FOR OPTION TERM
---------------------------------------------------------------------------------- ------------------------------------
------------------- ----------------- ----------------- ------------- ------------ ------------- ----------------------
                       Number of      Percent of Total
                       Securities       Options/SARs
                       Underlying        Granted to
                        Options/        Employees in    Exercise or
                     SARSs Granted      Fiscal Year      Base Price   Expiration
       Name               (#)               (%)            ($/Sh)        Date         5% ($)            10% ($)

------------------- ----------------- ----------------- ------------- ------------ ------------- ----------------------
------------------- ----------------- ----------------- ------------- ------------ ------------- ----------------------
  David Gershen        10,000(1)            2.5%           $8.60        8/01/07      $23,760            $52,504
------------------- ----------------- ----------------- ------------- ------------ ------------- ----------------------
------------------- ----------------- ----------------- ------------- ------------ ------------- ----------------------
   Tery Baskin         20,000(2)            5.0%           $8.60        8/01/07      $47,520           $105,008
                        5,000(3)            1.2%           $8.15        9/19/07      $11,258            $24,878
------------------- ----------------- ----------------- ------------- ------------ ------------- ----------------------
------------------- ----------------- ----------------- ------------- ------------ ------------- ----------------------
    Agnes Hall         30,000(4)               7.5%          $8.55      7/31/07      $70,866           $156,596
------------------- ----------------- ----------------- ------------- ------------ ------------- ----------------------
</TABLE>

     (1)  Exercisable  over a three year period to the extent of 3,340 shares of
common  stock in August 2003 and 3,330  shares of common stock in each of August
2004 and August 2005.

     (2)  Exercisable  over a three year period to the extent of 6,667 shares of
common  stock in each of August 2003 and August 2004 and 6,666  shares of common
stock in August 2005.

     (3)  Exercisable  over a three year period to the extent of 1,667 shares of
common stock in each of September  2003 and  September  2004 and 1,666 shares of
common stock in September 2005.

     (4) Exercisable  over a three year period to the extent of 10,000 shares of
common stock in each of July 2003, 2004, and 2005.


Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Option

Value Table

     The following table sets forth certain information  concerning the value of
unexercised options and warrants for the fiscal year ended June 30, 2003:

<PAGE>
<TABLE>
<S>                                                                             <C>    <C>    <C>    <C>    <C>    <C>
----------------------- ------------------- ---------------- --------------------------- -----------------------------
                                                                Number of Securities
                                                               Underlying Unexercised        Value of Unexercised
                                                              Options and Warrants at      In-the-Money Options and
                        Shares Acquired on  Value Realized       June 30, 2003 (#)       Warrants at June 30, 2003($)
         Name                Exercise             ($)        Exercisable/Unexercisable    Exercisable/Unexercisable
----------------------- ------------------- ---------------- --------------------------- -----------------------------
----------------------- ------------------- ---------------- --------------------------- -----------------------------
   Bert E. Brodsky           200,000           1,328,000          100,000/200,000              731,000/1,462,000
----------------------- ------------------- ---------------- --------------------------- -----------------------------
----------------------- ------------------- ---------------- --------------------------- -----------------------------
    James J. Bigl            100,000            602,016               -0-/-0-                      -0-/-0-
                              3,670             32,993               7,330/-0-                    54,828/-0-
                               -0-                -0                13,335/6,665                82,010/40,990
                               -0-                -0-              66,000/34,000                 9,900/5,100
                               -0-                -0-               -0-/350,000                    -0-/-0-
                                                   -
----------------------- ------------------- ---------------- --------------------------- -----------------------------
----------------------- ------------------- ---------------- --------------------------- -----------------------------
    David Gershen              -0-                -0-                35,000/-0-                  145,250/-0-
                              7,335             65,942               3,665/-0-                    27,414/-0-
                               -0-                -0-               3,350/6,650                 17,253/34,248
                               -0-                -0-                -0-/10,000                   -0-/5,500

----------------------- ------------------- ---------------- --------------------------- -----------------------------
----------------------- ------------------- ---------------- --------------------------- -----------------------------
     Tery Baskin               -0-                -0-              16,000/24,000                82,400/123,640
                               -0-                -0-               10,000/5,000                41,500/20,750
                               -0-                -0-                670/1,330                   3,786/7,515
                               -0-                -0-                -0-/20,000                   -0-/11,000
                               -0-                -0-                -0-/5,000                    -0-/5,000

----------------------- ------------------- ---------------- --------------------------- -----------------------------
----------------------- ------------------- ---------------- --------------------------- -----------------------------
      Agnes Hall               -0-                -0-               6,670/3,330                  11,006/5,495
                               -0-                -0-                670/1,330                   3,786/7,515
                               -0-                -0-               1,670/3,330                    -0-/-0-
                               -0-                -0-                -0-/30,000                   -0-/18,000

----------------------- ------------------- ---------------- --------------------------- -----------------------------
----------------------- ------------------- ---------------- --------------------------- -----------------------------
  Patrick McLaughlin           -0-                -0-              20,833/104,167                  -0-/-0-
----------------------- ------------------- ---------------- --------------------------- -----------------------------
</TABLE>

Compensation of Directors

     Health  Card's  By-Laws  provide  that  directors  of the  Company  may, by
resolution  of the  Board of  Directors,  be paid a fixed fee and  expenses  for
attendance  at each  regular or special  meeting of the Board of  Directors  and
Committee meetings.  Each director received $500 for each meeting he attended by
telephone  and $1,000 for each  meeting he attended in person.  Health Card paid
$69,500 in  Directors'  fees during the fiscal year ended June 30, 2003.  Health
Card reimburses directors for out-of-pocket expenses incurred in connection with
attending Board of Directors and Committee  meetings.  Directors are eligible to
receive stock options pursuant to the Company's stock option plan. During fiscal
year 2003, the Company granted to each of the Company's non-employee  directors,
Mr. Angowtiz, Mr. Daley, Mr. Fish and Mr. Konigsberg,  an incentive stock option
to purchase  11,000  shares of common  stock at $8.61.  Such options vest over a
three year period commencing April 9, 2003 and expires April 9, 2008.

Employee Contracts, Termination of Employment and Change-in-Control Arrangements

     Except as  described  below,  there are no  written  employment  or similar
agreements with any of the Named Executive Officers.

     Health Card  entered  into an  employment  agreement  with Bert E.  Brodsky
effective July 1, 2002.  This  employment  agreement  superseded  Mr.  Brodsky's
employment  agreement  dated  July 1, 1999 with the  Company.  Pursuant  to this
agreement,  Mr. Brodsky agreed to serve as Executive Chairman of the Board at an
annual salary of $200,000,  subject to adjustment by the Compensation  Committee
of the Company.  As of August 1, 2003, Mr. Brodsky's annual salary was increased
to  $475,000,   plus  payment  for  nonaccountable   expenses  incurred  in  the
performance  of his duties in an amount of $10,000  per  calendar  quarter.  The
agreement  automatically renews for successive  additional terms of one (1) year
upon the  expiration  of the term.  The term and each renewal term is subject to
the right of the  Company to  terminate  the  agreement  by giving not less than
ninety (90) days  written  notice to Mr.  Brodsky.  The  agreement  provides for
certain  fringe  benefits  payable  to  Mr.  Brodsky,  such  as  the  use  of an
automobile.  In addition,  the agreement  also provides for certain  termination
benefits   payable  to  Mr.  Brodsky,   which  depending  upon  the  reason  for
termination,  can  equal up to one year of  salary.  Mr.  Brodsky  may  devote a
portion of his  business  time to business  affairs  unrelated  to Health  Card,
provided that such activities do not prevent him from fulfilling his obligations
under the agreement. The agreement does not quantify the amount of time that Mr.
Brodsky must devote to Health Card. However, it is contemplated that Mr. Brodsky
will devote a substantial  portion of his business time to the affairs of Health
Card. In addition,  Health Card will hold Mr.  Brodsky  harmless from any golden
parachute  tax  imposed  as a  result  of any of the  payments  made  under  the
employment   agreement  and  any  stock  option  agreements  with  the  Company.
Furthermore,    the   employment    agreement   contains    noncompetition   and
non-solicitation  provisions effective during the term of the employment and for
one to two years after  termination.  On February 20, 2001,  Health Card granted
Mr. Brodsky  incentive stock options to purchase  500,000 shares of common stock
at $1.84. Such option vests over a five year period commencing February 20, 2001
and expires on February 19, 2006.

     In January  2000,  the Board of  Directors  authorized  the  payment to Mr.
Brodsky  of a bonus in the  amount of  $120,000.  Such bonus is payable in equal
monthly installments of $10,000.  These amounts accrued monthly through June 30,
2002 and were paid to Mr.  Brodsky  in July  2003.  In July  2003,  the Board of
Directors  authorized  the  payment  to Mr.  Brodsky of a bonus in the amount of
$382,500 related to the Company's 2003 fiscal year.

     Health  Card  entered  into an  employment  agreement  with  James J.  Bigl
effective June 12, 2000, as amended. Pursuant to this agreement, Mr. Bigl agreed
to serve as President at an annual salary of $188,000,  subject to adjustment by
the Compensation Committee of the Company.  Pursuant to the agreement,  Mr. Bigl
was entitled to (i) a $25,000  signing  bonus upon  execution of the  agreement;
(ii)  participation in the bonus pool for senior  executives;  and (iii) payment
for  nonaccountable  expenses  incurred in the  performance  of his duties in an
amount of $12,000 per year. The agreement also provides for certain  termination
benefits,  which depending upon the reason for termination,  can equal up to two
(2) years of salary and twelve (12) months of bonus  payment.  In the event of a
change of control,  Mr. Bigl is entitled to receive a transaction bonus of up to
200% of his  current  base  salary and most  recently  paid  annual  bonus.  The
employment   agreement   also   contains   a   confidentiality   provision   and
noncompetition and nonsolicitation  provisions  effective during the term of the
employment  and for a period of three  years  after  the  severance  period.  In
addition, Health Card agrees to hold Mr. Bigl harmless from any golden parachute
tax  imposed  as a result  of any of the  payments  made  under  the  employment
agreement and any stock option  agreements with the Company.  In connection with
the  employment  agreement,  Health Card granted to Mr. Bigl an incentive  stock
option to  purchase  100,000  shares of common  stock at $4.00 per  share.  Such
option vests over a three year period commencing on June 12, 2001 and expires on
June 12, 2005.  On February 20,  2001,  Mr. Bigl was granted an incentive  stock
option to purchase  11,000  shares at $1.67 per share.  Such option vests over a
three year period commencing February 20, 2001 and expires on February 19, 2006.
On June 12, 2001,  Health Card granted Mr. Bigl an  additional  incentive  stock
option to purchase 20,000 shares of common stock at $3.00 per share. Such option
vests over a three year period  commencing June 12, 2002 and expires on June 11,
2007.  Effective June 1, 2002, Mr. Bigl was promoted to Chief Executive  Officer
and elected to the Board of Directors  and his salary was  increased to $263,000
per year. At that time,  Health Card granted Mr. Bigl an incentive stock option,
effective  April 30, 2002, to purchase  100,000  shares of common stock at $9.00
per share.  Such option vests over a three year period commencing April 30, 2003
and expires on April 11, 2007. On June 26, 2002, Health Card granted Mr. Bigl an
incentive  stock option to purchase  350,000 shares of common stock at $9.45 per
share.  Such option vests over an eight year period commencing June 26, 2008 and
expires on June 26, 2012.  On June 12, 2003,  Health Card  increased  the annual
compensation  paid to Mr. Bigl to $325,000 and  effective as of October 1, 2003,
the Company will pay Mr. Bigl $10,000 per calendar  quarter for  non-accountable
expenses.  On July 22, 2003,  Health Card  granted Mr. Bigl an  incentive  stock
option to  purchase  50,000  shares of common  stock at $10.47 per  share.  Such
option  vests over a three year period  commencing  July 22, 2004 and expires on
July 22, 2013.

     Health  Card  entered  into an  employment  agreement  with  David  Gershen
effective  May 1, 2000 for an  initial  term of one year and will  automatically
renew for additional terms  thereafter.  Pursuant to the agreement,  Mr. Gershen
agreed to serve as Chief Financial  Officer and Treasurer at an annual salary of
$150,000,  subject to  adjustment,  in addition to (i) a $25,000  bonus upon the
completion of one full year of employment  with Health Card and (ii) the ability
to  participate  in the bonus pool for senior  executives.  The  agreement  also
provides for certain termination benefits,  which, depending upon the reason for
termination,  can  equal up to one year of  salary.  In the event of a change of
control, Mr. Gershen is entitled to receive a transaction bonus of up to 100% of
his  current  base   salary.   The   employment   agreement   also   contains  a
confidentiality  provision and  noncompetition  and  nonsolicitation  provisions
effective  during the term of the  employment and for a period of one year after
the severance period. In connection with the employment  agreement,  Health Card
granted to Mr.  Gershen an incentive  stock option to purchase  35,000 shares of
common  stock at $5.00 per share.  Such  option  vests over a three year  period
commencing  on May 1, 2001.  The option  expires on May 1, 2005. On February 20,
2001,  Mr.  Gershen was granted an  incentive  stock  option to purchase  11,000
shares at $1.67 per share. Such option vests over a three year period commencing
February 20, 2001 and expires on February 19, 2006. On September  24, 2001,  the
Company  granted an incentive  stock option to purchase  10,000 shares of common
stock at $4.00 per share.  The option vests over a three year period  commencing
September  24, 2002 and expires on September  24, 2006.  On August 1, 2002,  the
Company granted an incentive stock option to purchase 10,000 shares at $8.60 per
share.  Such option vests over a three year period commencing August 1, 2003 and
expires on August 1, 2007. On August 1, 2003, Mr.  Gershen's  annual base salary
was increased to $205,000 and the Company  granted an incentive  stock option to
purchase 10,000 shares at $11.50 per share.  Such option vests over a three year
period commencing August 1, 2004 and expires on August 1, 2008.

     Health Card entered into an employment agreement with Tery Baskin effective
June 4, 2001 which superceded his prior  employment  agreement with the Company,
and provides that Mr. Baskin will serve as Health Card's Chief Operating Officer
at an annual salary of $150,000,  in addition to the ability to  participate  in
the bonus pool for senior executives.  Furthermore,  the agreement provides that
the Company will provide Mr. Baskin with an automobile. In the event of a change
of control,  Mr. Baskin is entitled to receive a transaction bonus of up to 100%
of  his  current  base  salary.   The  employment   agreement  also  contains  a
confidentiality  provision and  noncompetition  and  noninterference  provisions
effective  during the term of the  employment  and for a period of eighteen (18)
months after the  severance  period.  In addition,  the  agreement  provides for
certain termination  benefits,  which depending upon the reason for termination,
can equal up to six months salary. In connection with the employment  agreement,
Health Card granted to Mr. Baskin  incentive  stock  options to purchase  15,000
shares of common  stock at $4.00 per share.  Such option vests over a three year
period  commencing  June 4, 2002 and expires on June 4, 2006.  On July 20, 2000,
Health Card granted to Mr. Baskin  incentive  stock  options to purchase  40,000
shares of common  stock at $4.00 per share.  Such stock option vests over a five
year period commencing July 20, 2001 and expires on July 20, 2006. On August 10,
2001,  Health Card granted to Mr.  Baskin  incentive  stock  options to purchase
2,000 shares of common stock at $3.50 per share.  Such option vests over a three
year period commencing August 10, 2002 and expires on August 10, 2006. On August
1, 2002,  Health Card granted to Mr. Baskin  incentive stock options to purchase
20,000 shares of common stock at $8.60 per share. Such option vests over a three
year  period  commencing  August 1, 2003 and  expires  on  August  1,  2007.  On
September 19, 2002 Health Card granted to Mr. Baskin  incentive stock options to
purchase 5,000 shares of common stock at $8.15 per share. Such option vests over
a three year period  commencing  September 19, 2003 and expires on September 19,
2007. On August 1, 2003,  Health Card granted Mr. Baskin incentive stock options
to purchase 20,000 shares of common stock at $11.50 per share. Such option vests
over a three  year  period  commencing  August 1, 2004 and  expires on August 1,
2008.  Effective  April 2003, Mr.  Baskin's title was changed to Chief Marketing
Officer and on August 1, 2003, Mr.  Baskin's annual base salary was increased to
$190,000.

     Effective as of November 20, 2002,  the Company  entered into an employment
agreement with Agnes Hall to serve as Chief Information Officer. The term of the
agreement  extends through November 20, 2003. Ms. Hall is entitled to receive an
annual base salary of $180,000, subject to increase, and an annual bonus payable
in accordance with the Company's management bonus plan. In the event of a change
of control,  Ms. Hall is entitled to receive a transaction  bonus of 100% of her
current base salary. In the event the employment  agreement is terminated by the
Company for any reason other than (i) for cause,  (ii) as a result of Ms. Hall's
resignation,  or (iii) as a result of the death or permanent  disability  of Ms.
Hall,  Ms. Hall is entitled to receive a severance  amount  equal to her current
base salary and benefits for a six month  period.  Furthermore,  the  employment
agreement  contains   confidentiality,   noncompetition   and   non-solicitation
provisions  effective during the term of the employment and for one to two years
after  employment has  terminated.  On January 8, 2001,  Health Card granted Ms.
Hall an  incentive  stock  option to purchase  10,000  shares of common stock at
$5.00 per share. Such option vests over a three year period  commencing  January
8, 2002 and expires on January 8, 2006. On August 10, 2001,  Health Card granted
Ms. Hall an incentive  stock option to purchase  2,000 shares of common stock at
$3.50 per share.  Such option vests over a three year period  commencing  August
10, 2002 and expires on August 10, 2006.  On January 4, 2002 Health Card granted
Ms. Hall an incentive  stock option to purchase  5,000 shares of common stock at
$12.61 per share. Such option vests over a three year period commencing  January
4, 2002 and expires on January 4, 2007. On July 31, 2002 Health Card granted Ms.
Hall an  incentive  stock  option to purchase  30,000  shares of common stock at
$8.55 per share.  Such option vests over a three year period commencing July 31,
2003 and expires on July 31,  2007.  On August 1, 2003  Health Card  granted Ms.
Hall an  incentive  stock  option to purchase  25,000  shares of common stock at
$11.50 per share.  Such option vests over a three year period  commencing August
1, 2004 and expires on August 1, 2008.

     Effective as of January 29, 2002,  the Company  entered into an  employment
agreement  with  Patrick  McLaughlin  to serve as  Executive  Vice  President of
Managed Care.  The term of this  agreement  extends  through  April,  2004.  Mr.
McLaughlin is entitled to receive an annual base salary of $140,000,  subject to
increase,  and  an  annual  bonus  payable  in  accordance  with  the  Company's
management bonus plan. Effective April 2003, Mr. McLaughlin title was changed to
President  of the  Pharmacy  Benefits  Management  division.  In the  event  the
employment  agreement is terminated by the Company (i) prior to Mr. McLaughlin's
second year  anniversary  for any reason  other than (A) for cause,  or (B) as a
result of the death or  permanent  disability  of Mr.  McLaughlin,  or (ii) as a
result of Mr. McLaughlin's  resignation  following an uncured material breach of
the Company's  obligations  under this Agreement,  Mr. McLaughlin is entitled to
receive a severance  amount  equal to his current base salary and benefits for a
six month  period.  In addition,  the Company pays Mr.  McLaughlin a monthly car
allowance.  Furthermore,  the  employment  agreement  contains  confidentiality,
non-competition and nonsolicitation  provisions effective during the term of the
employment and for one to two years after employment has terminated.  On January
29,  2002,  Health Card  granted Mr.  McLaughlin  an  incentive  stock option to
purchase  125,000 shares of common stock at $12.45 per share.  Such option vests
in accordance to the contingent  payment terms of the Asset  Purchase  Agreement
dated January 29, 2002 with HSL, HSL  Acquisition  Corp.,  and the other persons
named  therein  (See   "Description  of  Business  -  Recent   Acquisitions  and
Developments")  and otherwise over a nine year period and expires on January 28,
2012. On August 1, 2003,  Mr.  McLaughlin's  annual base salary was increased to
$175,000 and the Company  granted Mr.  McLaughlin  an incentive  stock option to
purchase  15,000  shares of common stock at $11.50 per share.  Such option vests
over a three  year  period  commencing  August 1, 2004 and  expires on August 1,
2008.

     All of the Named Executive  Officers have contractual  language included in
stock option agreements with the Company to the effect that all unvested options
would become immediately exercisable upon a change of control of the Company.

Compensation Committee Interlocks and Insider Participation

     The Compensation Committee is responsible for making recommendations to the
Board  of  Directors  regarding  compensation  arrangements  for  the  executive
officers of Health Card and consulting  with management of Health Card regarding
compensation  policies and  practices.  The  Compensation  Committee  also makes
recommendations  concerning  annual  bonus  compensation,  the  adoption  of any
compensation  plans in which  management  is  eligible  to  participate  and the
granting of stock options or other benefits under such plans.  The  Compensation
Committee currently consists of Gerald Angowitz,  Kenneth J. Daley and Ronald L.
Fish. The  Compensation  Committee held four (4) meetings during the fiscal year
ended June 30, 2003.

     None of the members of the Company's  Compensation Committee is or has been
an officer or  employee  of the  Company.  Mr. Fish was a member of the Board of
Directors and the Compensation Committee for Sandata from January 1998 until May
2003. No other interlocking  relationships  exist between the Board of Directors
or Compensation  Committee and the board of directors or compensation  committee
of any other company. No executive officer of the Company serves on the Board of
Directors  or  Compensation  Committee  of any  entity  which  has  one or  more
executive  officers  serving as a member of the Company's  Board of Directors or
Compensation Committee.


ITEM 12.      Security Ownership of Certain Beneficial Owners and Management.

     The following table sets forth certain information, as of October 10, 2003,
concerning  the  persons or entities  known to Health Card to be the  beneficial
owner of more than 5% of the  shares of common  stock of Health  Card as well as
the number of shares of Health  Card  common  stock that  directors  and certain
executive  officers  beneficially own, and that directors and executive officers
own as a group.  Except as otherwise  indicated  below,  each of the entities or
persons named in the table has sole voting and investment  power with respect to
all shares of common stock beneficially owned.

<TABLE>
<S>                                                                        <C>          <C>    <C>    <C>    <C>    <C>

                                                                         Amount and Nature of      Percentage of Common
Name of Beneficial Owner                                                 Beneficial Ownership             Stock
------------------------                                                 ---------------------     ---------------------

Bert E. Brodsky...................................................           3,194,795 (1)                 43.0%
Gerald Shapiro....................................................             294,534 (2)                  3.8%
James J. Bigl.....................................................             159,335 (3)                  1.9%
Tery Baskin.......................................................             121,286 (4)                  1.5%
David Gershen.....................................................              60,015 (5)                   *
Agnes Hall........................................................              19,675 (6)                   *
Patrick McLaughlin................................................              20,833 (7)                   *
Kenneth J. Daley..................................................              31,000 (8)                   *
Ronald Fish.......................................................              21,000 (9)                   *
Gerald Angowitz...................................................              31,000 (8)                   *
Paul Konigsberg...................................................              21,000 (9)                   *
All executive officers and                                                       3,953,640
     directors as a group (11 persons)............................      (1)(2)(3)(4)(5)(6)(7)(8)(9)         47.8%

*     Less than 1%
</TABLE>

     (1) Includes (i) 100,000 shares of common stock  beneficially  owned by the
Bert E. Brodsky Revocable Trust, (ii) 1,725 shares of common stock  beneficially
owned by P.W. Capital Corp., of which Mr. Brodsky is President, and (iii) 30,000
warrants to purchase  common stock  currently  exercisable.  Does not include an
aggregate of 200,000  shares of common stock subject to currently  unexercisable
options.

     (2)  Includes  11,000  shares of common  stock  subject to options that are
currently exercisable.

     (3)  Includes  86,665  shares of common  stock  subject to options that are
currently exercisable. Does not include an aggregate of 440,665 shares of common
stock subject to currently unexercisable options.

     (4)  Includes  43,669  shares of common  stock  subject to options that are
currently exercisable.  Does not include an aggregate of 58,331 shares of common
stock subject to currently unexercisable options.

     (5) Includes 48,680 shares of common stock that are currently  exercisable.
Does not  include  an  aggregate  of 19,985  shares of common  stock  subject to
currently unexercisable options.

     (6)  Includes  19,675  shares of common  stock  subject to options that are
currently exercisable.  Does not include an aggregate of 52,325 shares of common
stock subject to currently unexercisable options.

     (7)  Includes  20,833  shares of common  stock  subject to options that are
currently exercisable. Does not include an aggregate of 119,167 shares of common
stock subject to currently unexercisable options.

     (8) Includes for each of Mr. Daley and Mr. Angowitz 31,000 shares of common
stock  subject to options that are currently  exercisable.  Does not include for
each of them 11,000  shares of common stock  subject to currently  unexercisable
options.

     (9)  Includes  for each of Mr.  Fish and Mr.  Konigsberg  21,000  shares of
common stock subject to options that are currently exercisable. Does not include
an aggregate of 11,000 shares of common stock subject to currently unexercisable
options.

Equity Compensation Plan Information

     The following table provides  information  about the securities  authorized
for issuance under the Company's equity compensation plans as of June 30, 2003.

<TABLE>
<S>                                                                              <C>    <C>    <C>    <C>    <C>    <C>

---------------------------- ------------------------ ----------------------- ---------------------------------------

                                    Number of            Weighted-average         Number of Securities remaining
                                Securities to be       price of outstanding    available for future issuance under
                              issued upon exercise     options warrants and    equity compensation plans (excluding
                                 of outstanding               Rights           securities reflected in column (a))
                              options, warrants and
                                     rights
                                      (a)                       (b)                             (c)
---------------------------- ------------------------ ----------------------- ---------------------------------------
---------------------------- ------------------------ ----------------------- ---------------------------------------

  1999 Stock Option Plan
   (approved by security             2,168,890                 $7.74                          484,867
         holders)*

---------------------------- ------------------------ ----------------------- ---------------------------------------
---------------------------- ------------------------ ----------------------- ---------------------------------------
   2000 Restricted Stock                    0                   N/A                           700,000
  Grant Plan (approved by
    security holders)*
---------------------------- ------------------------ ----------------------- ---------------------------------------
</TABLE>

     * There are no equity compensation plans not approved by security holders.



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Health Card's Relationship with Sandata


     Health  Card has  historically  entered  into  various  verbal and  written
agreements,  with Sandata and its wholly-owned subsidiaries.  Mr. Brodsky is the
Chairman of the Board,  Treasurer and a principal  stockholder  of Sandata.  The
majority of the services were related to database and operating  system support,
hardware leasing,  maintenance and related administrative services.  Health Card
purchases services from Sandata, and its subsidiaries,  on an as needed basis at
negotiated hourly or monthly rates.  Health Card has evaluated the services that
Sandata has performed for it in the past, and has brought most of those services
in-house by hiring employees with the needed skills.

     During the fiscal  years ended June 30,  2001,  2002,  and 2003 Health Card
incurred  fees to Sandata,  or its  subsidiaries,  in the  aggregate  amounts of
approximately $3,612,000, $1,097,000, and $66,000 respectively.

     As of June 30,  2001,  Sandata  owed  Health  Card  $503,958  pursuant to a
promissory  note,  dated  May 31,  2000,  in the  original  principal  amount of
$500,000 plus interest at the rate of 9-1/2%;  interest on such note was payable
quarterly  and  such  note was paid in full on May 31,  2001.  On June 9,  2001,
Sandata again gave a promissory  note to Health Card in the principal  amount of
$500,000, with interest at the rate of 7%, which was to have been due on June 8,
2002. The Note was paid in full on August 15, 2001.

Relationship with Medical Arts Office Services, Inc.

     Medical  Arts  Office  Services,  Inc.  of which  Mr.  Brodsky  is the sole
shareholder, is an affiliate of Health Card.

     Medical  Arts  Office  Services  provides  Health  Card with  legal,  human
resources, accounting and administrative services (including payroll processing)
pursuant to a verbal agreement,  terminable at will by either party.  During the
fiscal  year ended June 30,  2003,  the total  payments  made by Health  Card to
Medical Arts were  approximately  $216,601,  of which $66,560 was paid for legal
services and $150,041 was paid for human resources and administrative  services.
Management believes that the hourly rates charged by Medical Arts are as fair to
Health Card as those that could be obtained  from an  unaffiliated  third party,
although no independent fee quotes have been obtained.

Health Card's Relationship with P.W. Capital, LLC

     Health Card rents a two family house in Port Washington, New York (near the
Company's  offices)  from  P.W.  Capital,  LLC,  which is used  for  out-of-town
employees.  Health Card evaluated the cost of hotels for these  individuals  and
determined  it was more cost  efficient  to rent the house at a monthly  rate of
$5,500 plus escalations. During the fiscal year ended June 30, 2003, Health Card
paid P.W.  Capital,  LLC  $66,000 in rent for this  facility.  Health  Card also
leases three cars from P.W. Capital, LLC.

Real Estate

     The Company currently occupies  approximately  26,500 square feet of office
space  at  26  Harbor  Park  Drive,  Port  Washington,  NY  11050  (the  "Leased
Premises").  The Company subleases the Leased Premises form BFS Realty,  LLC, an
affiliate of the Chairman of the Board (the  "Affiliate").  The Affiliate leases
the  Leased  Premises  from the Nassau  County  Industrial  Development  Agency,
pursuant to a lease which was entered  into by the agency and the  Affiliate  in
July 1994,  and which  expires in March  2005.  The  Affiliate  has the right to
become the owner of the Leased  Premises  upon  expiration  of this  lease.  The
Affiliate  subleases  a portion  of the  Leased  Premises  to the  Company  (the
"Lease").  As of November 1, 2001,  the  Company and the  Affiliate  amended the
Lease.  The Lease provides that,  effective  August 1, 2001, the rent payable by
the Company shall be an aggregate  annual rent of $308,000 plus expenses related
to real  estate  taxes,  utilities,  and  maintenance.  On October 1, 2003,  the
Company  and the  Affiliate  amended  the Lease  again for the Company to occupy
34,270  square feet of office space,  effective as of January 1, 2004.  The rent
will be $531,308 per annum plus expenses with annual rent increases based on the
Consumer  Price  Index.  The Lease  expires  in  December  31,  2013.  Leasehold
improvements  made to this space  during the years  ended June 30, 2002 and 2003
were approximately $60,000 and $1,000 respectively.

     Pursuant to a lease dated  August 10, 1998 and expiring on August 31, 2005,
Health Card occupies approximately 1,500 square feet at 63 Manorhaven Boulevard,
Port Washington,  New York, which is used as a pharmacy.  The landlord for these
premises is 61 Manorhaven Boulevard, LLC, of which the Company's Chairman is the
sole  member.  The  current  monthly  rent is $1,914 per month.  The annual rent
increases by 5% per year.  Additional rent, in the form of certain expenses,  is
also payable.

     As described above, the Company has entered into a lease with an affiliated
company to rent a two family home for the use of  out-of-town  employees in lieu
of renting multiple hotel rooms. With the Centrus Acquisition that was completed
in January, 2002, additional "hotel" space was required.  Therefore, the Company
entered into two leases with another  affiliated  company to rent two additional
houses. These leases expire in April, 2007.

Indebtedness of Management

     From time to time, Mr. Brodsky and certain of his affiliates  (collectively
the "Brodsky Affiliates") and other officers, directors and affiliates of Health
Card have borrowed funds from Health Card. The following table describes certain
information relating to such indebtedness:

<TABLE>
<S>                                             <S>           <C>    <C>    <C>    <C>    <C>    <C>
                                                Largest Aggregate
                                               Amount Owed by Debtor             Debt Owed
                                               During Fiscal Year                   As Of
         Debtor                                 Ended June 30, 2003          September 30, 2003
         ------                                  -------------------         ------------------
         P.W. Capital LLC (1).................     $3,781,678                           0
         James J. Bigl (2)....................        107,531                           0
         E-data Corp. (3).....................          4,200                       8,400
</TABLE>

     (1) On June 1, 1998, Health Card assigned indebtedness from certain persons
and entities,  including Mr. Brodsky,  aggregating  $1,636,785 to P.W.  Capital,
LLC, a company  affiliated  with Mr.  Brodsky.  P.W.  Capital  executed a demand
promissory  note payable to Health Card in the principal  amount of  $4,254,785,
reflecting  the assigned  debt and amounts  then owed by P.W.  Capital to Health
Card. Mr. Brodsky simultaneously  executed an unconditional guaranty in favor of
Health  Card for the full and  prompt  payment  to  Health  Card of all  amounts
payable under the P.W. Capital note. Such note is secured by 1,022,757 shares of
common stock of Health Card and is without  recourse to the maker.  The note was
replaced  by a new  non-recourse  promissory  note dated July 31,  2000,  in the
amount of $3,890,940,  with interest at the rate of 8 1/2% per annum.  Such note
is payable in annual  installments  of  $400,000  consisting  of  principal  and
interest  on each of the  first  and  second  anniversary  date  with the  total
remaining  balance of  principal  and interest due and payable on July 31, 2003.
The note is  collateralized  by 1,000,000 shares of common stock of Health Card.
The two  $400,000  payments due under the note as of July 31, 2001 and 2002 were
satisfied by offsetting an equal amount owed to Mr. Brodsky by the Company under
the Brodsky  Employment  Agreement.  The balance of the note,  including accrued
interest,  was paid in full on July 31, 2003.  The note was satisfied  through a
combination of monies owed by the Company to Mr. Brodsky and a cash payment made
by P.W. Capital to the Company. Effective July 31, 2001 the interest rate on the
note was changed to the prime rate in effect from time to time.

     (2) On February 8, 2001,  the President  gave to the Company his Promissory
Note in the  amount of  $34,000 as  evidence  of the loan by the  Company to the
President.  On April 12, 2002, the  Promissory  Note was amended and the Company
agreed to increase the loan to $100,000.  The loan bears  interest at 8%, and is
due on April 25, 2003.  The interest rate was lowered  effective July 1, 2002 to
the  rate  at  which  the  Company  borrows  money.  The  President's  repayment
obligation  under the  Promissory  Note has been  absolved by the  Company.  The
Company set-off from the bonus paid the President in July,  2003, as part of his
annual  compensation,  the amount that was  otherwise  payable by the  President
under the Promissory Note including accrued interest.

     (3) E-data Corp.  sublets a room for one of its executives from the Company
at the two family house in Port Washington (see Health Card's  Relationship with
P.W. Capital LLC above).

                                 PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

      (a)   3.       Exhibits

<TABLE>
<S>                                                               <C>    <C>    <C>    <C>    <C>    <C>

Exhibit
Number       Description of Exhibit

 2.1     Asset Purchase Agreement dated as of November 1, 2002, by and between Health Card,
         Integrail  Acquisition Corp., Health Solutions, Ltd., and certain security
         holders of Health Solutions, Ltd. (10)
 2.2     Assignment Agreement dated as of November 1, 2002, by and between
         Health Card, Integrail Acquisition Corp., and Health Solutions, Ltd. (10)
 2.3     Stock Purchase Agreement dated July 31, 2003, among Health Card and Portland
         Professional Pharmacy, Portland Professional Pharmacy Associates and the
         individuals listed on Schedule I thereto (12)
 3.1     Certificate of Incorporation of Health Card (7)
 3.4     By-Laws of Health Card (7)
 4.1     Form of Specimen Common Stock Certificate (9)
 4.2     Form of Warrant Agreement, including form of Representatives' Warrants (1)
10.1     Mail Service Provider Agreement, dated July 1, 1996, between Health Card and
         Thrift Drug, Inc. d/b/a Express Pharmacy Services (1)
10.2     Amendment to Mail Service Provider Agreement, dated January 1, 1997, between
         Health Card and Thrift Drug, Inc. d/b/a Express Pharmacy Services (1)
10.3     Software License Agreement and Professional Service Agreement, dated February
         18, 1998, between Health Card and Prospective Health, Inc. (1)
10.4     1999 Stock Option Plan (1)
10.5     Employee Covenant Agreement, dated June 15, 1998, between Health Card
         and Mary Casale (1)
10.6     Employee Covenant Agreement, dated June 16, 1998, between Health Card
         and Ken Hammond (1)
10.7     Stock Option Agreement, dated August 3, 1999, between Health Card and Ken
         Hammond (4)
10.8     Employment Agreement, dated March 27, 2000, between Health Card and
         David Gershen (4)
10.9     Stock Option Agreement, dated May 1, 2000, between Health Card and David
         Gershen (4)
10.10    Employment Agreement, dated May 3, 2000, between Health Card and James
         Bigl (4)
10.11    Stock Option Agreement, dated June 12, 2000, between Health Card and James
         Bigl (4)
10.12    Stock Option Agreement, dated August 3, 1999, between Health Card and
         Kenneth J. Daley (4)
10.13    Stock Option Agreement, dated August 3, 1999, between Health Card and
         Gerald Angowitz (4)
10.14    Assignment, dated November 1, 1996, from Sandata, Inc., to BFS Realty,
         LLC (1)
10.15    Lease, dated August 10, 1998, between 61 Manorhaven Boulevard, LLC and
         Health Card (1)
10.16    Letter, dated June 3, 1999, from Bert Brodsky to Health Card (1)
10.17    Letter, dated June 3, 1999, from Gerald Shapiro to Health Card (1)
10.18    Agreement of Guaranty, dated June 1, 1998, by Bert E. Brodsky in favor of Health Card (1)
10.19    Promissory Note, dated July 31, 2000, made payable by P.W. Capital, LLC to the
         order of Health Card, in the amount of $3,890,940 (4)
10.20    Letter, dated  June 8, 1999, from P.W. Capital Corp. to Health Card (1)
10.21    Letter, dated June 9, 1999, from Bert E. Brodsky to Health Card (1)
10.22    Letter, dated June 8, 1999, from the Bert E. Brodsky Revocable Trust to Health Card (1)
10.23    Letter Agreement, dated June 30, 1999, between the Bert E. Brodsky Revocable
         Trust and Health Card (1)
10.24    Employment Agreement, dated July 1, 1999, between Health Card and Bert E. Brodsky (1)
10.25    Letter, dated June 8, 1999, from Bert E. Brodsky to Health Card (1)
10.26    Form of Lock-Up Agreement (1)
10.27    Acquisition and Merger Agreement, dated as of June 27, 2000, between
         Health Card and Pharmacy Associates, Inc. (3)
10.28    Lease Agreement, dated March 4, 1996, between Pharmacy Associates, Inc. and
         Executive Park Partnership (4)
10.29    Amendment to Lease, dated November 2, 1998, between Pharmacy Associates, Inc.
         and Executive Park Partnership (4)
10.30    Amendment to Lease, dated November 19, 1998, between Pharmacy Associates, Inc.
         and Executive Park Partnership (4)
10.31    Lease Agreement, dated July 8, 1999, between Pharmacy Associates, Inc. and
         Executive Park Partnership (4)
10.32    Asset Purchase Agreement dated as of March 5, 2001 among National Medical Health
         Card Systems, Inc., PMP Acquisition Corp., Provider Medical Pharmaceutical, LLC
         and members of PMP (5)
10.33    Employment Agreement, dated June 4, 2001, between National Medical Health Card
         Systems, Inc. and Tery Baskin (6)
10.34    Stock Option Agreement, dated June 4, 2001, between National Medical Health Card
         Systems, Inc. and Tery Baskin (6)
10.35    Stock Option Agreement, dated June 12, 2001, between National Medical Health Card
         Systems, Inc. and James Bigl (6)
10.36    Asset Purchase Agreement dated January 29, 2002 by and among the Company,
         Health Solutions Limited ("HSL"), HSL Acquisition Corp., a wholly-owned
         subsidiary of the Company, and the security holders of HSL (8)
10.37    Receivables  Purchase and Transfer  Agreement  dated January 29, 2002 by and
         among the Company and certain of its subsidiaries and NMHC Funding, LLC (8)
10.38    Loan and Security Agreement dated January 29, 2002, by and between NMHC Funding, LLC
         and HFC Healthco-4, LLC, an affiliate of Healthcare Finance Group, Inc. (8)
10.39    Lease Agreement dated as of August 1, 2001, between National Medical Health
         Card Systems, Inc. and BFS Realty, LLC (6)
10.40    Amended Lease Agreement dated as of August 1, 2001,  between National Medical
         Health Card Systems, Inc. and BFS Realty, LLC (6)
10.41    2003 Employee Stock Purchase Plan (11)
10.42    Amendment No. 2 dated April 15, 2002 to Employment Agreement between
         Health Card and James Bigl (12)
10.43    Amendment No. 3 dated October 14, 2002 to Employment Agreement between
         Health Card and James Bigl (12)
10.44    Amendment No. 4 dated November 6, 2002 to Employment Agreement between
         Health Card and James Bigl (12)
10.45    Stock Option Agreement between Health Card and James Bigl dated February 20, 2001 (12)
10.46    Stock Option Agreement between Health Card and James Bigl dated April 30. 2002 (12)
10.47    Stock Option Agreement between Health Card and James Bigl dated June 26, 2002 (12)
10.48    Stock Option Agreement between Health Card and James Bigl dated July 22, 2003 (12)
10.49    Employment Agreement dated October 14, 2002 between Health Card and Bert Brodsky (12)
10.50    Employment Agreement dated November 20, 2002 between Health Card and Agnes Hall (12)
10.51    Stock Option Agreement between Health Card and Agnes Hall dated January 8, 2001 (12)
10.52    Amendment to Stock Option Agreement between Health Card and Agnes Hall dated (12)
         January 8, 2001 (12)
10.53    Stock Option Agreement between Health Card and Agnes Hall dated August 10, 2001 (12)
10.54    Amendment to Stock Option Agreement between Health Card and Agnes Hall dated August 10, 2001 (12)
10.55    Stock Option Agreement between Health Card and Agnes Hall dated January 4, 2002
10.56    Amendment to Stock Option Agreement between Health Card and Agnes Hall dated January 4, 2002
10.57    Stock Option Agreement between Health Card and Agnes Hall dated July 31, 2002 (12)
10.58    Amendment to Stock Option Agreement between Health Card and Agnes Hall dated July 31, 2002 (12)
10.59    Stock Option Agreement between Health Card and Agnes Hall dated August 1, 2003 (12)
10.60    First Amendment dated November 6, 2002 to Employment Agreement between Health Card
         and David Gershen (12)
10.61    Stock Option Agreement between Health Card and David Gershen dated February 20, 2001 (12)
10.62    Stock Option Agreement between Health Card and David Gershen dated September 24, 2001 (12)
10.63    Stock Option Agreement between Health Card and David Gershen dated August 1, 2002 (12)
10.64    Stock Option Agreement between Health Card and David Gershen dated August 1, 2003 (12)
10.65    First Amendment dated November 6, 2002 to Employment Agreement between Health Card
         and Tery Baskin (12)
10.66    Stock Option Agreement between Health Card and Tery Baskin dated July 20, 2000
10.67    Stock Option Agreement between Health Card and Tery Baskin dated August 10, 2001
10.68    Stock Option Agreement between Health Card and Tery Baskin dated August 1, 2002 (12)
10.69    Stock Option Agreement between Health Card and Tery Baskin dated September 19, 2002 (12)
10.70    Stock Option Agreement between Health Card and Tery Baskin dated August 1, 2003 (12)
10.71    Employment Agreement between Health Card and Patrick McLaughlin dated January 29, 2002 (12)
10.72    Stock Option Agreement between Health Card and Patrick McLaughlin dated January 29, 2002 (12)
10.73    Stock Option Agreement between Health Card and Patrick McLaughlin dated August 1, 2003 (12)
10.74    Amendment to Stock Option Agreement dated January 29, 2002 between Health Card and
         Patrick McLaughlin (12)
10.75    Stock Option Agreement between Health Card and Gerald Angowitz dated November 20, 2000 (12)
10.76    Stock Option Agreement between Health Card and Gerald Angowitz dated February 20, 2001 (12)
10.77    Stock Option Agreement between Health Card and Gerald Angowitz dated April 9, 2003
10.78    Stock Option Agreement between Health Card and Kenneth J. Daley dated November 20, 2000 (12)
10.79    Stock Option Agreement between Health Card and Kenneth J. Daley dated February 20, 2001 (12)
10.80    Stock Option Agreement between Health Card and Kenneth J. Daley dated April 9, 2003
10.81    Stock Option Agreement between Health Card and Ronald L. Fish dated November 20, 2000 (12)
10.82    Stock Option Agreement between Health Card and Ronald L. Fish dated February 20, 2001 (12)
10.83    Stock Option Agreement between Health Card and Ronald L. Fish dated April 9, 2003
10.84    Stock Option Agreement between Health Card and Paul J. Konigsberg dated November 20, 2000 (12)
10.85    Stock Option Agreement between Health Card and Paul J. Konigsberg dated February 20, 2001 (12)
10.86    Stock Option Agreement between Health Card and Paul J. Konigsberg dated April 9, 2003
10.87    Stock Option Agreement between Health Card and Bert E. Brodsky dated February 20, 2001 (12)
10.88    Stock Option Agreement between Health Card and Gerald Shapiro dated February 20, 2001 (12)
10.89    Lease dated November 1, 2002 between B/A Airport Park Solutions, LLC and Health Card (12)
10.90    Lease Addendum dated March 10, 2003 between B/A Airport Park Solutions, LLC and Health Card (12)
10.91    Lease Agreement dated November 18, 2002 between Sunbeam Development Corporation and
         NMHCRx Mail Order, Inc. (12)
10.92    Lease Expansion and Modification Agreement dated July 31, 2003 between Sunbeam Development
         Corporation and NMHCRx Mail Order, Inc. (12)
10.93    AmerisourceBergen Prime Vendor Agreement, dated July 21, 2003 between NMHCRx Mail Order, Inc.
         d/b/a NMHCmail and AmerisourceBergen Drug Corporation (12)
14.      Code of Ethics (12)
21.      List of Subsidiaries (12)
23.1     Consent of Ernst & Young LLP to the incorporation by reference in the
         Registration Statement on Form S-8 (File No. 333-8224) of its report
         dated September 29, 2003 (12)
23.2     Consent of Goldstein Golub Kessler LLP to the  incorporation  by reference in the
         Registration  Statement on Form S-8 (File No. 333-8224) of its report
         dated September 29, 2003 (12)
31.1     Rule 13a-14(a)/15d-14(a) Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act
31.2     Rule 13a-14(a)/15d-14(a) Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act
32.1     Section 1350 Certification of CEO as adopted by Section 906 of the Sarbanes-Oxley Act (12)
32.2     Section 1350 Certification of CFO as adopted by Section 906 of the Sarbanes-Oxley Act (12)
</TABLE>


     (1)  Denotes  document  filed as an Exhibit to Health  Card's  Registration
Statement on Form S-1 (Registration  Number:  333-72209) and incorporated herein
by reference.

     (2) Denotes  documentation  filed as an Exhibit to Health  Card's Report on
Form 10-K for the fiscal year ended June 30, 1999.

     (3) Denotes  document  filed as an Exhibit to Health Card's Form 8-K for an
event dated July 20, 2000 and incorporated herein by reference.

     (4) Denotes  documentation  filed as an Exhibit to Health  Card's Report on
Form 10-K for the year ended June 30, 2000.

     (5) Denotes  document  filed as an Exhibit to Health Card's Form 8-K for an
event dated March 5, 2001.

     (6) Denotes  document  filed as an Exhibit to Health  Card's Report on Form
10-K for the year ended June 30, 2001.

     (7) Denotes document filed as an Exhibit to Health Card's  Definitive Proxy
Statement on Schedule 14-A filed on December 21, 2001 and incorporated herein by
reference.

     (8) Denotes document filed as an Exhibit to Health Card's Current Report on
Form 8-K for events dated January 29, 2002 and incorporated herein by reference.

     (9) Denotes  document filed as an Exhibit to Health Card's Amendment number
1 on Form 8-K/A filed with the  Securities  and Exchange  Commission  on May 21,
2002 and incorporated herein by reference.

     (10) Denotes  document  filed as an Exhibit to Health  Card's Form 10-Q for
the quarter ended September 30, 2002 and incorporated herein by reference.

     (11) Denotes document filed as an Exhibit to Health Card's Definitive Proxy
Statement  on  Schedule  14-A on October  25,  2002 and  incorporated  herein by
reference.

     (12) Denotes  document  filed as an Exhibit to Health Card's Report on Form
10-K for the year ended June 30, 2003.

(b) Reports on Form 8-K

     A Form 8-K was filed with the Securities and Exchange Commission on May 16,
2003 and August 12, 2003.


<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

        NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.
-----------------------------------------------------------------------
        (Registrant)

By  /s/Bert E. Brodsky
    --------------------------------------------------------------------
       Bert E. Brodsky, Chairman
Date:  October 28, 2003

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

By    /s/ Bert E. Brodsky
   --------------------------------------------------------------------
          Bert E. Brodsky, Chairman of the Board
Date: October 28, 2003

By   /s/  Gerald Shapiro
  ---------------------------------------------------------------------
          Gerald Shapiro, Vice Chairman of the Board, Secretary
Date: October 28, 2003

By   /s/  James J. Bigl
   -------------------------------------------------------------------
          James J. Bigl, Chief Executive Officer, Principal Executive
            Officer and Director
Date: October 28, 2003

By   /s  Gerald Angowitz
  -------------------------------------------------------------------
         Gerald Angowitz, Director
Date: October 28, 2003

By   /s/ Kenneth J. Daley
  -------------------------------------------------------------------
         Kenneth J. Daley, Director
Date: October 28, 2003

By   /s/ Paul J. Konigsberg
  -------------------------------------------------------------------
         Paul J. Konigsberg, Director
Date: October 28, 2003

By   /s/ Ronald L. Fish
  -------------------------------------------------------------------
         Ronald L. Fish, Director
Date: October 28, 2003

By   /s/ Stuart F. Fleischer
  -------------------------------------------------------------------
         Stuart F. Fleischer, Principal Financial and Accounting Officer
Date: October 28, 2003