SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          ----------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                   NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                    NEW YORK
         (State or Other Jurisdiction of Incorporation or Organization)

                                   11-2581812
                      (I.R.S. Employer Identification No.)

              26 Harbor Park Drive, Port Washington, New York 11050
                    (Address of Principal Executive Offices)

                             1999 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                 Bert E. Brodsky
                                    Chairman
                   NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.
                              26 Harbor Park Drive
                         Port Washington, New York 11050
                     (Name and Address of Agent for Service)

                                 (516) 484-4400
          (Telephone Number, Including Area Code, of Agent for Service)

                  Copies of all communications and notices to:
                             Jonathan Friedman, Esq.
                 c/o National Medical Health Card Systems, Inc.
                              26 Harbor Park Drive
                            Port Washington, NY 11050
                                 (516) 626-0007

                       (Cover continued on following page)




<PAGE>




<table>
<s>                       <c>                     <c>                     <c>                   <c>
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                                                         Maximum Aggregate
Title of Securities to    Amount to Be           Maximum Offering        Offering Price         Amount of
be Registered             Registered (1)         Price Per Share                                Registration Fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (par value
$.001 per share)
                               1,660,373 (2)(3)              $12.12(4)             $20,132,022
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (par value
$.001 per share)
                                  77,000 (5)                   $1.67                  $128,590
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (par value
$.001 per share)
                                 500,000 (6)                   $1.84                  $920,000
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (par value
$.001 per share)
                                  20,000 (7)                   $3.00                   $60,000
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (par value
$.001 per share)
                                  10,000 (8)                   $3.50                  $ 35,000
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (par value
$.001 per share)
                                 167,900 (9)                   $4.00                  $671,600
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (par value
$.001 per share)
                                 60,000 (10)                   $4.75                  $285,000
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (par value
$.001 per share)
                                105,000 (11)                   $5.00                  $525,000
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (par value
$.001 per share)
                                 25,568 (12)                   $5.87                  $150,084
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (par value
$.001 per share)
                                 15,000 (13)                   $6.00                  $ 90,000
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (par value
$.001 per share)
                                199,720 (14)                   $7.50                $1,497,900
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (par value
$.001 per share)
                                  2,818 (15)                   $8.25                  $ 23,248
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (par value
$.001 per share)
                                  1,621 (16)                   $8.33                  $ 13,503
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (par value
$.001 per share)
                                450,000 (17)                  $12.45                $5,602,500
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (par value
$.001 per share)
                                  5,000 (18)                  $12.61                  $ 63,050
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Total                         2,850,000                                            $30,197,497              $1,852.14
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
 </table>
          (1) Pursuant to Rule 416 promulgated under the Securities Act of 1933,
     as amended, an additional indeterminate number of shares of Common Stock is
     being registered to cover any adjustments in the number of shares of Common
     Stock  pursuant to the  anti-dilution  provisions  of the 1999 Stock Option
     Plan, as amended (the "1999 Plan") of National Medical Health Card Systems,
     Inc. ("Health Card" or the "Registrant").

          (2) The 1999 Plan  authorizes  the  granting  of options to purchase a
     maximum of 2,850,000 shares of Common Stock (the "Common Shares"), of which
     options for the purchase of an aggregate  of 1,642,707  Common  Shares have
     been  granted,  and of which  none  have  been  exercised.  The  1999  Plan
     originally  provided  for the  granting  of options to  purchase  1,650,000
     Common  Shares.  On January  24, 2002 the 1999 Plan was amended to increase
     the number of Common Shares  issuable upon the exercise of options  granted
     thereunder by 1,200,000 Common Shares to 2,850,000 Common Shares.

          (3)  Represents  the  issuance  of  Common  Shares  issuable  upon the
     exercise of options which may be granted under the 1999 Plan

          (4) Estimated  solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457.

          (5)  Represents  the  issuance  of  Common  Shares  issuable  upon the
     exercise  of  options  which have been  granted  under the 1999 Plan with a
     purchase price of $1.67 per Common Share.

          (6)  Represents  the  issuance  of  Common  Shares  issuable  upon the
     exercise  of  options  which have been  granted  under the 1999 Plan with a
     purchase price of $1.84 per Common Share.

          (7)  Represents  the  issuance  of  Common  Shares  issuable  upon the
     exercise  of  options  which have been  granted  under the 1999 Plan with a
     purchase price of $3.00 per Common Share.

          (8)  Represents  the  issuance  of  Common  Shares  issuable  upon the
     exercise  of  options  which have been  granted  under the 1999 Plan with a
     purchase price of $3.50 per Common Share.

          (9)  Represents  the  issuance  of  Common  Shares  issuable  upon the
     exercise  of  options  which have been  granted  under the 1999 Plan with a
     purchase price of $4.00 per Common Share.

          (10)  Represents  the  issuance  of Common  Shares  issuable  upon the
     exercise  of  options  which have been  granted  under the 1999 Plan with a
     purchase price of $4.75 per Common Share.

          (11)  Represents  the  issuance  of Common  Shares  issuable  upon the
     exercise  of  options  which have been  granted  under the 1999 Plan with a
     purchase price of $5.00 per Common Share.

          (12)  Represents  the  issuance  of Common  Shares  issuable  upon the
     exercise  of  options  which have been  granted  under the 1999 Plan with a
     purchase price of $5.87 per Common Share.

          (13)  Represents  the  issuance  of Common  Shares  issuable  upon the
     exercise  of  options  which have been  granted  under the 1999 Plan with a
     purchase price of $6.00 per Common Share.

          (14)  Represents  the  issuance  of Common  Shares  issuable  upon the
     exercise  of  options  which have been  granted  under the 1999 Plan with a
     purchase price of $7.50 per Common Share.

          (15)  Represents  the  issuance  of Common  Shares  issuable  upon the
     exercise  of  options  which have been  granted  under the 1999 Plan with a
     purchase price of $8.25 per Common Share.

          (16)  Represents  the  issuance  of Common  Shares  issuable  upon the
     exercise  of  options  which have been  granted  under the 1999 Plan with a
     purchase price of $8.33 per Common Share.

          (17)  Represents  the  issuance  of Common  Shares  issuable  upon the
     exercise  of  options  which have been  granted  under the 1999 Plan with a
     purchase price of $12.45 per Common Share.

          (18)  Represents  the  issuance  of Common  Shares  issuable  upon the
     exercise  of  options  which have been  granted  under the 1999 Plan with a
     purchase price of $12.61 per Common Share.


                                EXPLANATORY NOTE

     Pursuant to General Instruction C of Form S-8, this Registration  Statement
contains (as Annex A hereto) a prospectus  meeting the requirements of Part I of
Form S-3 relating to reofferings of the  Registrant's  Common Shares,  $.001 par
value per  share,  acquired  under the 1999  Plan by  persons  who may be deemed
affiliates of the Registrant.



<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     (a) The following documents filed by the Registrant with the Securities and
Exchange  Commission  (the  "Commission")  under the Securities  Exchange Act of
1934, as amended (the "1934 Act") are incorporated herein by reference:

          (i) The  Registrant's  Annual  Report on Form 10-K for the fiscal year
     ended June 30, 2001.

          (ii) The  Registrant's  Quarterly  Report on Form 10-Q for the  period
     ended September 30, 2001.

          (iii) The description of the  Registrant's  Common Shares contained in
     the Registrant's  Registration Statement on Form 8-A12G, which was declared
     effective by the Commission on July 19, 1999.

     (b) All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c),  14 and  15(d) of the 1934 Act prior to the  filing  of a  post-effective
amendment to this  Registration  Statement  which  indicates that all securities
offered  hereby have been sold or which  deregisters  all such  securities  then
remaining unsold,  shall be deemed to be incorporated herein by reference and to
be a part hereof from their respective dates of filing.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

     Certain  legal matters in  connection  with the offering of the  securities
registered  hereunder  are being  passed  upon for the  Registrant  by  Jonathan
Friedman, Esq., Vice President and Legal Counsel to the Registrant.

Item 6.  Indemnification of Directors and Officers

     Health  Card's   Certificate  of  Incorporation   eliminates  the  personal
liability of directors  for breach of duty as a director.  The New York Business
Corporation   Law  (the  "BCL")  itself,   however,   and  the   Certificate  of
Incorporation,  provide that the above  provision may not eliminate or limit the
liability of a director for:

     -    acts or omissions in bad faith or which involve intentional misconduct
          or a knowing  violation  of law,

     -    acts or omissions in violation of Section 719 of the BCL (with respect
          to unlawful dividend payments, unlawful share purchases or redemption,
          unlawful distributions of assets to shareholders after dissolution and
          unlawful  loans to  directors),  or

     -    any transaction from which the director  personally gained a financial
          profit  or other  advantage  to which  the  director  was not  legally
          entitled.

     Additionally,  Health Card has included in its Certificate of Incorporation
and By-Laws provisions to indemnify its directors and officers,  as permitted by
the BCL. The BCL provides further that the  indemnification  permitted under the
BCL will not be deemed  exclusive of any other rights to which the  directors or
officers may be entitled  under Health Card's  Certificate of  Incorporation  or
By-Laws, under any agreement, by vote of shareholders or by vote of directors.

     The effect of the  foregoing  is to require  Health Card to  indemnify  the
officers and directors of Health Card,  to the extent  permitted by law, for any
claim arising  against such persons in their official  capacities if such person
acted in good faith and for a purpose  that he  reasonably  believed to be in or
not opposed to the best  interests  of Health  Card,  and,  with  respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted  to  directors,  officers or persons  controlling  the
Registrant  pursuant  to the  foregoing  provisions,  the  Registrant  has  been
informed  that in the opinion of the  Securities  and Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act  and is
therefore unenforceable.


Item 7.  Exemption from Registration Claimed

         Not applicable.


<PAGE>


Item 8.           Exhibits

         Exhibit               Description
         Number                of Exhibit

         4.1               1999 Stock Option Plan(1)

         5                 Opinion of Jonathan Friedman, Esq. as to the legality
                           of the shares of Common Stock registered hereunder

         23.1              Consent of Goldstein Golub Kessler, LLP

         23.2              Consent of BDO Seidman, LLP

         23.3              Consent of Jonathan Friedman, Esq. (included in his
                           opinion filed as Exhibit 5)

         24                Powers of Attorney (included in Signature Page
                           forming a part of this Registration Statement)


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

Item 9.           Undertakings

      (a)      The undersigned Registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
      made, a post-effective amendment to this Registration Statement:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  Registration
                    Statement;

              (iii) to include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously   disclosed  in  the
                    Registration  Statement  or  any  material  change  to  such
                    information in the Registration Statement;

          provided,  however, that paragraphs (1)(i) and (1)(ii) do not apply if
     the  Registration  Statement is on Form S-3,  Form S-8 or Form F-3, and the
     information required to be included in a post-effective  amendment by those
     paragraphs is contained in periodic  reports filed with or furnished to the
     Commission  by the  Registrant  pursuant  to  Section  13 or  15(d)  of the
     Securities  Exchange Act of 1934 that are  incorporated by reference in the
     Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Port Washington, New York, on the 5th day of February, 2002.

                                    NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.



                                    By: /s/Bert E. Brodsky
                                        -------------------------------
                                        Chairman


                                POWER OF ATTORNEY

     Know all men by these presents,  that each person whose  signature  appears
below  constitutes  and  appoints  Bert E. Brodsky with full power to act as his
true and lawful  attorney-in-fact and agent, with full power of substitution and
resubstitution  for  him  and in his  name,  place  and  stead,  in any  and all
capacities to sign any and all amendments (including post-effective  amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other  documents in connection  therewith  with the  Securities and Exchange
Commission,  granting  unto  said  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing  requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.






Signature                   Capacity                           Date


                            Chairman of the Board and
                            Chief Executive Officer
/s/Bert E. Brodsky          (Principal Executive Officer)      February 5, 2002
-------------------
   Bert E. Brodsky


                             Vice Chairman
/s/Gerald Shapiro            and Secretary                     February 5, 2002
------------------
   Gerald Shapiro


                             Chief Financial
                             Officer and Treasurer
/s/David Gershen             (Principal Financial Officer)     February 5, 2002
-----------------
   David Gershen


/s/Gerald Angowitz            Director                         February 5, 2002
-------------------
   Gerald Angowitz


/s/Paul J. Konigsberg         Director                         February 5, 2002
----------------------
   Paul J. Konigsberg


/s/Ronald L. Fish             Director                         February 5, 2002
------------------
   Ronald L. Fish


/s/Kenneth J. Daley           Director                         February 5, 2002
--------------------
   Kenneth J. Daley






<PAGE>




                                    EXHIBIT 5

                                                              February 5, 2002

National Medical Health Card Systems, Inc.
26 Harbor Park Drive
Port Washington, New York 11050

            Re: Registration of 2,850,000 Common Shares,
                par value $.001 per share, under the
                Securities Act of 1933, as amended

Gentlemen:

     In our capacity as counsel to National Medical Health Card Systems, Inc., a
New York corporation (the "Company"),  we have been asked to render this opinion
in  connection   with  a   Registration   Statement  on  Form  S-8  being  filed
contemporaneously  herewith  by the Company  with the  Securities  and  Exchange
Commission  under the  Securities  Act of 1933,  as amended  (the  "Registration
Statement"),  covering an aggregate of 2,850,000 Common Shares,  par value $.001
per share,  of the Company  (the  "Shares")  to be issued  upon the  exercise of
options to acquire  Common Shares  granted under the Company's 1999 Stock Option
Plan (the "1999 Plan").

     In that connection,  we have examined the Certificate of Incorporation  and
the By-Laws of the Company, each as amended, the Registration  Statement and the
1999 Plan and are familiar with corporate proceedings of the Company relating to
the adoption of the 1999 Plan. We have also examined such other  instruments and
documents as we deemed relevant under the circumstances.

     For  purposes of the  opinions  expressed  below,  we have  assumed (i) the
authenticity of all documents  submitted to us as original,  (ii) the conformity
to the  originals  of all  documents  submitted  as  certified,  photostatic  or
facsimile copies and the authenticity of the originals, (iii) the legal capacity
of natural persons,  (iv) the due  authorization,  execution and delivery of all
documents by all parties and the validity and binding effect thereof and (v) the
conformity to the  proceedings  of the Board of Directors of all minutes of such
proceedings.  We have also assumed that the corporate records furnished to us by
the Company include all corporate proceedings taken by the Company to date.

     Based upon and subject to the  foregoing,  we are of the  opinion  that the
Shares  have been duly and  validly  authorized  and,  when  issued and paid for
pursuant to the terms of the 1999 Plan, will be duly and validly  issued,  fully
paid and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement.

     This opinion is as of the date hereof, and we do not undertake,  and hereby
disclaim,  any obligation to advise you of any changes in any of the matters set
forth herein.

     We are  rendering  this opinion only as to the matters  expressly set forth
herein, and no opinion should be inferred as to any other matters.

     This  opinion  is for your  exclusive  use only and is to be  utilized  and
relied upon only in connection with the matters expressly set forth herein.

                                               Very truly yours,

                                              /s/ Jonathan Friedman

<PAGE>




                                  EXHIBIT 23.1




                          INDEPENDENT AUDITOR'S CONSENT




To the Board of Directors
National Medical Health Card Systems, Inc.


     We hereby  consent to the  incorporation  by reference in the  registration
statement  of  National  Medical  Health Card  Systems,  Inc. on Form S-8 of our
report  dated August 31,  2001,  on the  consolidated  financial  statements  of
National Medical Health Card Systems,  Inc. and Subsidiaries as of June 30, 2001
and for the year  then  ended  appearing  in the  annual  report on Form 10-K of
National Medical Health Card Systems, Inc. for the year ended June 30, 2001.




/s/GOLDSTEIN GOLUB KESSLER LLP
New York, New York

February 5, 2002


<PAGE>


                                  EXHIBIT 23.2




                           CONSENT OF BDO SEIDMAN, LLP


National Medical Health Card Systems, Inc.
Port Washington, New York

     We hereby  consent to the  incorporation  by  reference  in the  Prospectus
constituting  a  part  of  this  Registration  Statement  of our  reports  dated
September  19,  2000,  relating to the  consolidated  financial  statements  and
schedules  of  National  Medical  Health Card  Systems,  Inc.  appearing  in the
Company's Annual Report on Form 10-K for the year ended June 30, 2000.

     We also consent to the  reference to us under the caption  "Experts" in the
Prospectus.


/s/ BDO Seidman, LLP

Melville, New York

February 4, 2002





<PAGE>




                                     ANNEX A

                                   PROSPECTUS

                   NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.

                         859,000 SHARES OF COMMON STOCK


     This Prospectus  covers the sale of up to 859,000 shares of Common Stock of
National  Medical  Health Card  Systems,  Inc.  ("Health  Card") which have been
acquired under Health Card's 1999 Stock Option Plan by persons who may be deemed
affiliates of Health Card.

     A PURCHASE OF THESE SECURITIES INVOLVES A CERTAIN DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 4.

     WE WILL  NOT  RECEIVE  ANY  PROCEEDS  FROM THE SALE OF  SHARES  BY  SELLING
SHAREHOLDERS.

     YOU SHOULD RELY ONLY ON THE INFORMATION  CONTAINED IN THIS  PROSPECTUS.  WE
HAVE NOT  AUTHORIZED  ANYONE TO PROVIDE YOU WITH  INFORMATION  THAT IS DIFFERENT
FROM THAT CONTAINED IN THIS  PROSPECTUS.  THIS PROSPECTUS MAY ONLY BE USED WHERE
IT IS  LEGAL  TO  SELL  THESE  SECURITIES.  THE  INFORMATION  CONTAINED  IN THIS
PROSPECTUS MAY ONLY BE ACCURATE ON THE DATE OF THIS PROSPECTUS.

     OUR COMMON STOCK IS TRADED ON THE NASDAQ  NATIONAL  MARKET UNDER THE SYMBOL
"NMHC".

     NEITHER THE  SECURITIES AND EXCHANGE  COMMISSION  NOR ANY STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS  IS TRUTHFUL OR  COMPLETE.  ANY  REPRESENTATION  TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                   NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.
                              26 Harbor Park Drive
                            Port Washington, NY 11050
                                 (516) 626-0007

                                February 5, 2002


<PAGE>



                                TABLE OF CONTENTS



                                                                     Pages

Risk Factors                                                           1

The Company                                                            6

Incorporation by Reference                                             6

Forward-Looking Statements                                             7

Selling Shareholders                                                   8

Plan of Distribution                                                   9

Legal Matters                                                         10

Experts                                                               10

Additional Information                                                10

Available Information                                                 11



<PAGE>






                                  RISK FACTORS

     An  investment  by you in the shares of common stock (the "Common  Shares")
offered by this  prospectus is  speculative  and involves a high degree of risk.
You should only acquire  these  securities if you can afford to lose your entire
investment.  Before  making an  investment,  you should  carefully  consider the
following  risks  and  speculative  factors,  as well as the  other  information
contained in this  prospectus.  As discussed  below,  this  prospectus  contains
forward-looking  statements  that involve  risks and  uncertainties.  The actual
results of operations of National  Medical  Health Card Systems,  Inc.  ("Health
Card") could be significantly  different from the information contained in those
forward-looking statements. Those differences could result from the risk factors
discussed  immediately  below,  as well as factors  discussed in other places in
this  prospectus  and  the  SEC  Reports  annexed  to and  made a part  of  this
prospectus.

     In this "Risk Factors" section, "we", "our" and "ours" refer to Health Card
and "you",  "your" and "yours" refer to an acquiror of the Common Shares offered
by this prospectus.

     Our  possible  inability  to pay  pharmacies  could  adversely  affect  our
business.  Our agreements  with many pharmacies in our network do not require us
to make payments  within a specified  period.  However,  we know from experience
that they expect timely  payment.  We try to process  pharmacy  claims  promptly
while  still  obtaining  funds  from  sponsors  before  making  payment  to  the
participating  pharmacies. We cannot assure you that the sponsors will pay us in
a timely fashion,  nor can we assure you that pharmacies in our network will not
demand faster payment in the future. Some of our older contracts provide that if
a plan  sponsor  fails to pay us on a timely  basis,  we may be  required to pay
participating  pharmacies  before being paid by that sponsor.  Some also provide
that if any sponsor fails to pay us at all, we still must pay our  participating
pharmacies.  Sponsors'  failure to pay us,  therefore,  or to pay us in a timely
manner,  may have an  adverse  effect  on our cash  flow and on our  ability  to
maintain  our  pharmacy  network,  which in turn could  have a material  adverse
effect on our business, operating results and financial condition.

     Lack of participation by pharmacies in our pharmacy network could adversely
affect our business.  The  continuation  of our services  depends heavily on the
participation  of pharmacies in our pharmacy  network,  which  participation  we
cannot guarantee. If a substantial portion of the pharmacies were to discontinue
their  arrangements  with us and/or we were  unable to  maintain  a  multi-state
pharmacy network, our ability to market our pharmacy benefit management services
could be adversely  affected and sponsors could discontinue their  relationships
with us. Consequently,  we could experience a loss of revenues, which could have
a material  adverse  effect on our  business,  operating  results and  financial
condition.

     The market for pharmacy benefit management services is very competitive and
is  consolidating.  This may cause  price or margin  erosion.  We  compete  with
numerous companies which provide the same or similar services, such as:

 Express Scripts, Inc./Value Rx              Consultec, Inc.
 National Prescription Administrators, Inc.  MedImpact Health Care Systems, Inc.
 Merck-Medco Managed Care, LLC               Advance - PCS, Inc.
 MIM Corp.                                   Pharmaceutical Care Network

     Our  competitors  include other  independent  pharmacy  benefit  management
companies, those affiliated with drug companies and those affiliated with retail
pharmacy  chains.  In  addition,  present  and  potential  sponsors  may find it
desirable to perform for themselves the services we render.

     Some of our  competitors  have been in existence for longer periods of time
and are better  established  than we are;  of these,  some have  broader  public
recognition, and/or have financial and marketing resources substantially greater
than ours. Some of our competitors have more experienced management and have far
more  extensive  facilities  than those which are now available to us. We cannot
assure you that we will remain competitive.  If we are unable to market and sell
our  services  as well as or  better  than  our  competitors,  there  could be a
material  decline in  revenues  and/or  other  material  adverse  effects on our
business, operating results and financial condition.

     Over the past several  years,  insurance  companies,  HMOs and managed care
companies have experienced significant consolidation. Our sponsors have been and
may  continue  to be subject to  consolidation  pressures.  Although we may gain
sponsors from certain  consolidations and alliances in the industry,  it is also
possible that we will lose sponsors as a result of consolidations and alliances.
Consolidations  and  alliances by their very nature reduce the number of clients
who may need our  services.  We cannot  assure you that any new sponsors and any
renewal  of  current  contracts  will  offset the  revenues  lost from  sponsors
electing not to use our services, or sponsors who cease to exist, as a result of
a  consolidation  or alliance.  The loss of such revenues  would have a material
adverse effect on our business, operating results and financial condition.

     Furthermore,  some  health  care  providers  are  consolidating  to  create
integrated  health care  delivery  systems  with  greater  regional and national
market power. These merging systems could have increased bargaining power, which
may lead to erosion of prices for our services. Our failure to maintain adequate
margins could have a material adverse effect on our business,  operating results
and financial condition.

     Our   business  is  designed  to  function  in  the  current   health  care
reimbursement  system;  changes in that system could materially adversely affect
our business. Our services are designed to function in the health care financing
and reimbursement  system currently being used in the United States.  During the
past several years,  the U.S. health care industry has been subject to increased
governmental  regulation of reimbursement  rates. We cannot predict what effect,
if any, such factors might have on our business, operating results and financial
condition.  We believe that the commercial  value and appeal of our services may
be adversely affected if the current health care reimbursement system were to be
materially changed.

     Our  business  could be  adversely  affected  if our  rebate  administrator
terminates our agreement,  or if drug manufacturers  alter or discontinue rebate
programs.  Health Card processes its rebate claims either directly with the drug
manufacturers,  through its  wholly-owned  subsidiary,  or through a third party
rebate  administrator.  Effective  July 1, 2001,  Health  Card  entered  into an
agreement with its rebate administrator to handle all of its consolidated rebate
claims, which it does not otherwise submit directly to the drug manufacturers.

     Under Health  Card's  contract with its rebate  administrator,  Health Card
receives a specified rebate amount per claim. Therefore once the total number of
claims is known,  then the total amount of rebates to be received will be known.
These  amounts are paid within  120-150 days after the end of a quarter.  Health
Card computes the amount of rebates due direct from the drug manufacturers based
on the actual claims data, the criteria established in each individual contract,
and the specified  payment  schedules.  The drug  manufacturers are obligated to
reimburse Health Card for earned rebates within a specified period of time.

     Due to the expected  continued growth and  diversification of Health Card's
business,  Health Card expects  rebates,  as a percentage of cost of claims,  to
increase and  continue to account for a  significant  percentage  of total gross
profit and income before taxes.  Certain of Health Card's  sponsors are entitled
to all or a portion of rebates  received by Health Card, which portion varies by
sponsor. If such rebate programs were to be discontinued or adversely altered by
drug manufacturers, or if the terms of Health Card's rebate sharing arrangements
with its  sponsors  were  adversely  altered,  it would have a material  adverse
effect on Health Card's business, operating results and financial condition.

     Due to changing market conditions and competition,  it is possible that the
percentage of rebates retained by Health Card based on its arrangements with its
sponsors  may  change  when  these  arrangements  expire  and  may be  lower  in
arrangements  with new  sponsors.  Any such change in the  percentage of rebates
retained and recorded as a reduction  of revenue  could have a material  adverse
effect on Health Card's business, operating results and financial condition.

     An  event  that is much  less  likely  to occur  but is a more  significant
economic risk is that drug  manufacturers  might cease to offer rebates on their
products.  Although we are unaware that any such  cessation  is planned,  and we
believe that  cessation of such programs is unlikely,  we cannot be certain that
drug manufacturers will continue to offer rebates.  If such rebate programs were
to be discontinued,  we could suffer what amounts to an increase in costs, which
could have a material  adverse  effect on our  business,  operating  results and
financial condition.

     We retain  all,  part or none of the rebates  received by us in  connection
with our  administration  of sponsors' plans.  Our  participation in such rebate
programs  and rebate  sharing  programs  may expose us to  investigation  and/or
punishment  under  certain  laws,  rules and  regulations  including the federal
Anti-Kickback  Statute  and state laws and  regulations  regarding  professional
misconduct applicable to pharmacies. Our failure to obtain certain rebates could
cause us to be in  violation  of  agreements  with  certain  sponsors  and could
negatively impact our ability to compete.

     The health care  industry is highly  regulated  at the  federal,  state and
local  levels.  Our failure to comply  with these  regulations  could  adversely
affect our business.  The healthcare  industry is subject to extensive  federal,
state and local laws and regulations  which are not always clear or consistently
applied,  and compliance may impose a burden on our operations.  We believe that
we substantially  comply with the laws and regulations material to the operation
of our business,  and we intend to continue to take steps to identify and comply
with such laws and regulations.

     However,  regulatory authorities may disagree and take enforcement or other
actions  against us.  These  actions  may result in civil or  criminal  fines or
penalties  restricting  our ability to engage in certain  business  practices or
subject us to loss of license  and/or  exclusion  from the Medicare and Medicaid
programs.  We cannot  predict  the impact of future  legislation  or  regulatory
changes or assure you that we will have the  regulatory  approvals  required  to
operate our business.

     Our business is subject to the following  particular  risks that arise as a
result of this regulatory environment:

o    some of our activities have been conducted without obtaining  licenses that
     may have been required.

o    our rebate,  therapeutic  interchange and formulary management programs may
     violate  the  Anti-Kickback  Statute  and the  laws  and  related  rules of
     professional misconduct applicable to licensed pharmacies.

o    our use of certain health information may violate certain rights of privacy
     and confidentiality of plan participants.

o    our disease  information  services,  drug usage monitoring,  preferred drug
     management and consulting services may violate certain laws and regulations
     applicable to the licensed professions of medicine, nursing and pharmacy.

o    some of the  services we have  contracted  to provide to sponsors  could be
     found to violate certain  utilization  review  regulations.

o    our pharmacy benefit management activities may be regulated in any state in
     which our  sponsors,  plan  participants  or  participating  pharmacies  do
     business or reside.

     A finding that we have violated any of the laws or regulations could have a
material  adverse  effect upon our  business,  operating  results and  financial
condition.  Moreover,  our involvement in any judicial or regulatory proceeding,
regardless of its merits,  and the related costs,  could have a material adverse
effect on our business, operating results and financial condition.

     Certain  of our  activities  could be deemed to  constitute  violations  of
anti-trust regulations.  Retail pharmacies have instituted lawsuits against drug
manufacturers  challenging  brand drug pricing practices under various state and
federal  anti-trust laws. These lawsuits  contend that drug  manufacturers  have
offered  discounts or rebates to pharmacy  benefit  management  companies  while
precluding retail pharmacies from the availability of the discounts and rebates.
In one lawsuit,  the parties agreed that retail pharmacies would be eligible for
similar  discounts should they demonstrate the ability to affect market share in
the same or similar manner as managed care  entities.  Although we have not been
named  a party  to that  lawsuit,  we  could  face  increased  competition  from
pharmacies and pharmacy  chains.  Beyond these specific  instances,  federal and
state  anti-trust  laws and trade  regulations  permit  enforcement  not only by
governmental  entities  but also by any person  injured in business by reason of
any act  prohibited by such laws or  regulations.  Moreover,  many of these laws
entitle any person  threatened  with loss or damage by anti-trust  violations to
obtain injunctive relief. In addition, a successful  anti-trust plaintiff may be
entitled to treble damages and attorneys' fees.

     Certain of our activities could be deemed to constitute violations of ERISA
regulations.  It is  possible  that  we  could  be  restricted  from  commercial
activities and relationships with pharmacies,  drug manufacturers and others, if
those  relationships  conflict with fiduciary duties to plan members under ERISA
statutes  and  regulations.  These  restrictions  would  apply  only  if it were
determined  that we are a  fiduciary  under  ERISA.  We  could be  considered  a
fiduciary  and be subject to applicable  penalties  under ERISA if it were found
that we:

     o have  discretionary  responsibility  for  part or all of a  group  plan's
administration, or

     o exercise  authority or control over the  management or disposition of the
plan's assets.

     We depend on our Chairman of the Board and other executive management,  who
have  experience in helping  companies  grow. We believe that our future success
depends  significantly upon the continued services of our senior management,  in
particular Bert E. Brodsky,  Chairman of the Board and Chief Executive  Officer,
Gerald  Shapiro,  Vice  Chairman  of the Board and  Secretary,  and James  Bigl,
President.  Mr. Brodsky and Mr.  Shapiro as well as Mr. Bigl are  experienced in
managing the growth of small companies and/or divisions of larger companies. The
loss of the services of Mr. Brodsky,  Mr. Shapiro,  Mr. Bigl or of other persons
in senior  management would mean the loss of years of experience in both general
business matters and in our industry, which could have a material adverse effect
on our operations and financial condition.  We cannot assure you that we will be
able to retain our current management.

     Our Chairman of the Board and his affiliates own or control over 50% of our
outstanding  common stock and control Health Card. This could hinder a change of
control  that  might  be  in a  shareholder's  interest.  Mr.  Brodsky  and  his
affiliates  beneficially  own or  control an  aggregate  of more than 50% of the
shares of common stock of the Company.  Accordingly,  such shareholders,  acting
together, for as long as they own more than 50% of the outstanding common stock,
will have the ability to significantly influence:

o    the election of our Board of Directors,
o    the approval of matters requiring approval of the Board of Directors, and
o    decisions on matters submitted to our shareholders for approval.

     The ability of a small group of  shareholders  to exert such  influence may
materially  impair our ability to attract new investors or to obtain  financing.
The voting power of these  holders may also  discourage  or prevent any proposed
takeover of our Company unless the terms thereof are approved by such holders.

     We have  not  paid  dividends  in the  past  and do not  anticipate  paying
dividends in the  foreseeable  future.  We have never paid any cash dividends on
our Common Stock and do not intend to pay any cash dividends in the  foreseeable
future.  We anticipate  retaining any earnings  which we may realize in the near
future to finance our growth.


                                   THE COMPANY

     Health Card is an  established  leader in the pharmacy  benefit  management
("PBM") field. We have been managing  pharmacy benefit  management  programs for
HMOs, employers, local governments,  union groups and third party administrators
since 1981.  Since  January 1, 2001,  over  1,500,000  plan members  utilize our
nationwide network of over 53,000 pharmacies.

     The Health Card staff  serves  clients from our Port  Washington,  New York
corporate  headquarters  and offices in Little Rock,  Arkansas  and Albany,  New
York. We have  salespeople  in the  following  states:  Arizona,  Massachusetts,
Michigan, New York, Texas and Washington. In the last two years, Health Card has
acquired PBMs in Little Rock,  Arkansas,  Tulsa,  Oklahoma and Albany, New York,
all of which will provide increased diversification of our client base.

     We offer  benefit  providers a totally  integrated  program that includes a
nationwide retail pharmacy network, mail service prescription program,  internet
pharmacy  access and a complete  clinical  pharmacy  intervention  program.  Our
programs are designed to assist prescription benefit plan sponsors by:

o        containing the cost of prescription drugs,
o        monitoring the cost and quality of prescription services,
o        providing sophisticated consulting services, and
o        providing disease information services.

     The Company  maintains its executive  offices at 26 Harbor Park Drive, Port
Washington, New York 11050; telephone number (516) 626-0007.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  documents  listed  below  have  been  filed  by the  Company  with the
Commission  under the  Securities  Exchange  Act of 1934,  as amended (the "1934
Act") and are incorporated herein by reference:

     (a)  The  Company's  Annual  Report on Form 10-K for the fiscal  year ended
          June 30, 2001, (the "Form 10-K").

     (b)  The  Company's  Quarterly  Report  on Form 10-Q for the  period  ended
          September 30, 2001.

     (c)  The  description  of  the  Company's  Common  Stock  contained  in the
          Company's  Registration  Statement on Form 8-A12G,  which was declared
          effective by the Commission on July 19, 1999.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d)  of the 1934  Act  after  the  date of this  Prospectus  and  prior to the
termination  of the offering of the Shares  offered hereby shall be deemed to be
incorporated  by  reference  into this  Prospectus  and to be a part hereof from
their respective dates of filing.

     The Company  will  provide  without  charge to each person  (including  any
beneficial  owner)  to whom a copy of this  Prospectus  is  delivered,  upon the
written  or  oral  request  of any  such  person,  a  copy  of any or all of the
documents referred to above which have been incorporated into this Prospectus by
reference.  Requests  for such copies  should be directed to the  Secretary,  26
Harbor Park Drive,  Port  Washington,  New York 11050 (telephone  number:  (516)
626-0007).

     Any  statement  contained  in a document  incorporated  herein by reference
shall be deemed to be modified or superseded for purposes of this  Prospectus to
the extent  that a  statement  contained  herein  modifies  or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so modified or superseded, to constitute a part of this Prospectus.


                           FORWARD-LOOKING STATEMENTS

Forward Looking Statements

     When  used  herein,  the  words  "may,"  "could,"  "estimate,"   "believe,"
"anticipate,"  "think,"  "intend,"  "will be," "expect" and similar  expressions
identify forward-looking statements within the meaning of the Private Securities
Litigation  Reform Act of 1995.  Such  statements  are not  guarantees of future
performance  and involve  known and unknown risks and  uncertainties,  and other
factors, which could cause actual results to differ materially from those in the
forward-looking statements. Readers are cautioned not to place undue reliance on
such  statements,  which speak only as of the date hereof.  For a discussion  of
such risks and uncertainties,  including risks relating to pricing,  competition
in the  bidding  and  proposal  process,  our  ability  to  consummate  contract
negotiations with prospective clients,  dependence on key members of management,
government  regulation,  acquisitions  and  affiliations,  the  market  for  PBM
services, and other factors,  readers are urged to carefully review and consider
various  disclosures  made by Health  Card which  attempt  to advise  interested
parties of the factors which affect Health Card's business.



<PAGE>


                              SELLING SHAREHOLDERS

         The following table sets forth, as of January 31, 2002 to the Company's
knowledge, certain securities ownership information with respect to the Selling
Shareholders:
<table>
<s>                                        <c>                    <c>                 <c>               <c>
========================================== ==================== =================== =======================================



                                              Common Shares     Number of Common
                                            Beneficially Owned   Shares Offered         Common Shares Beneficially Owned
                  Name                      Before Offering (1)    for Sale                   After the Offering
------------------------------------------ -------------------- ------------------- ---------------------------------------
------------------------------------------ -------------------- ------------------- ------------------- -------------------
                                                                                          Number             Percent
------------------------------------------ -------------------- ------------------- ------------------- -------------------
------------------------------------------ -------------------- ------------------- ------------------- -------------------
Bert E. Brodsky                               3,143,637(2)           500,000            2,943,637              41.0
------------------------------------------ -------------------- ------------------- ------------------- -------------------
------------------------------------------ -------------------- ------------------- ------------------- -------------------
Gerald Shapiro                                 390,869(3)             11,000             383,534               5.3
------------------------------------------ -------------------- ------------------- ------------------- -------------------
------------------------------------------ -------------------- ------------------- ------------------- -------------------
James Bigl                                      42,685(4)            131,000              2,000                (11)
------------------------------------------ -------------------- ------------------- ------------------- -------------------
------------------------------------------ -------------------- ------------------- ------------------- -------------------
David Gershen                                   34,670(5)             56,000              4,000                (11)
------------------------------------------ -------------------- ------------------- ------------------- -------------------
------------------------------------------ -------------------- ------------------- ------------------- -------------------
Tery Baskin                                     84,100(6)             57,000              76,100               1.1
------------------------------------------ -------------------- ------------------- ------------------- -------------------
------------------------------------------ -------------------- ------------------- ------------------- -------------------
Kenneth J. Daley                                24,035(7)             31,000                0                   0
------------------------------------------ -------------------- ------------------- ------------------- -------------------
------------------------------------------ -------------------- ------------------- ------------------- -------------------
Ronald Fish                                     14,035(8)             21,000                0                   0
------------------------------------------ -------------------- ------------------- ------------------- -------------------
------------------------------------------ -------------------- ------------------- ------------------- -------------------
Gerald Angowitz                                 24,035(9)             31,000                0                   0
------------------------------------------ -------------------- ------------------- ------------------- -------------------
------------------------------------------ -------------------- ------------------- ------------------- -------------------
Paul Konigsberg                                14,035(10)             21,000                0                   0
========================================== ==================== =================== =================== ===================

</table>
     (1) Unless  otherwise  noted,  the Company  believes that all persons named
above have sole voting and  investment  power with  respect to all Common  Stock
beneficially   owned  by  them,   subject  to  community  property  laws,  where
applicable. A person is deemed to be the beneficial owner of securities that can
be acquired by such person within 60 days from the date hereof upon the exercise
of options.  Each  beneficial  owner's  percentage  ownership is  determined  by
assuming  that  options  that are held by such person (but not those held by any
other person) and which are exercisable within 60 days from the date hereof have
been exercised.

     (2) Includes  200,000  shares  issuable to Mr. Brodsky upon the exercise of
options currently  exercisable or exercisable  within 60 days.  Excludes 300,000
shares  issuable to Mr. Brodsky upon exercise of options not yet  exercisable or
exercisable within 60 days.

     (3)  Includes  7,335  shares  issuable to Mr.  Shapiro upon the exercise of
options  currently  exercisable  or exercisable  within 60 days.  Excludes 3,665
shares  issuable to Mr. Shapiro upon exercise of options not yet  exercisable or
exercisable within 60 days.

     (4)  Includes  40,685  shares  issuable  to Mr.  Bigl upon the  exercise of
options  currently  exercisable or exercisable  within 60 days.  Excludes 90,315
shares  issuable to Mr. Bigl upon  exercise  of options not yet  exercisable  or
exercisable within 60 days.

     (5) Includes  30,670  shares  issuable to Mr.  Gershen upon the exercise of
options  currently  exercisable or exercisable  within 60 days.  Excludes 25,330
shares  issuable to Mr. Gershen upon exercise of options not yet  exercisable or
exercisable within 60 days.

     (6)  Includes  8,000  shares  issuable to Mr.  Baskin upon the  exercise of
options  currently  exercisable or exercisable  within 60 days.  Excludes 49,000
shares  issuable to Mr. Baskin upon exercise of options not yet  exercisable  or
exercisable within 60 days.

     (7)  Includes  24,035  shares  issuable to Mr.  Daley upon the  exercise of
options  currently  exercisable  or exercisable  within 60 days.  Excludes 6,965
shares  issuable to Mr. Daley upon  exercise of options not yet  exercisable  or
exercisable within 60 days.

     (8)  Includes  14,035  shares  issuable  to Mr.  Fish upon the  exercise of
options  currently  exercisable  or exercisable  within 60 days.  Excludes 6,965
shares  issuable to Mr. Fish upon  exercise  of options not yet  exercisable  or
exercisable within 60 days.

     (9) Includes  24,035 shares  issuable to Mr.  Angowitz upon the exercise of
options  currently  exercisable  or exercisable  within 60 days.  Excludes 6,965
shares  issuable to Mr. Angowitz upon exercise of options not yet exercisable or
exercisable within 60 days.

     (10) Includes 14,035 shares issuable to Mr. Konigsberg upon the exercise of
options  currently  exercisable  or exercisable  within 60 days.  Excludes 6,965
shares  issuable to Mr.  Konigsberg upon exercise of options not yet exercisable
or exercisable within 60 days.

     (11) Represents less than 1% of the outstanding shares of Common Stock.

     There are no  commitments  pursuant to which the Company  will  receive any
proceeds from the sale of the Shares by the Selling Shareholders.

     The Selling Shareholders have had the following positions,  offices, and/or
material  relationships  with the Company and/or its affiliates  during the past
three years (other than as a holder of the Company's securities):

          Bert E. Brodsky            Director, Chairman of the Board,
                                      Chief Executive Officer
          Gerald Shapiro            Director, Vice Chairman of the Board,
                                      Secretary
          James Bigl                President
          David Gershen             Chief Financial Officer, Treasurer
          Tery Baskin               Chief Operating Officer
          Kenneth J. Daley          Director
          Ronald L. Fish            Director
          Gerald Angowitz           Director
          Paul J. Konigsberg        Director


                              PLAN OF DISTRIBUTION

     The Shares set forth in the "Selling Shareholders" table may be sold by the
Selling Shareholders, or by pledgees, donees, transferees or other successors in
interest, either pursuant to the Registration Statement of which this Prospectus
forms a part or, if available,  under Section 4(1) of the Securities Act or Rule
144 promulgated thereunder.

     To the Company's  knowledge,  this offering is not being underwritten.  The
Company  believes  that  the  Selling  Shareholders,   directly  through  agents
designated from time to time, or through  broker-dealers or underwriters also to
be designated  (who may purchase as principal and resell for their own account),
may sell the  Shares  from  time to time,  in or  through  privately  negotiated
transactions,  or in one or more transactions,  including block transactions, on
the NASDAQ National Market or on any other market or stock exchange on which the
Shares  may be listed  in the  future  pursuant  to and in  accordance  with the
applicable rules of such market or exchange, or otherwise.  The selling price of
the Shares may be at market  prices  prevailing  at the time of sale,  at prices
relating to such prevailing market prices or at negotiated prices.  From time to
time and to the extent permitted by law, the Selling  Shareholders may engage in
short sales against the box, puts and calls and other transactions in securities
of the Company or  derivatives  thereof,  and may sell and deliver the Shares in
connection  therewith.   Further,  except  as  set  forth  herein,  the  Selling
Shareholders  are not restricted as to the number of shares which may be sold at
any one time,  and it is possible that a  significant  number of shares could be
sold at the same time, which may have a depressive effect on the market price of
the Company's shares of Common Stock.

     The Selling  Shareholders  may also pledge Shares as collateral  for margin
accounts,  and  such  shares  could  be  resold  pursuant  to the  terms of such
accounts.  Resales or reoffers of the Shares by the Selling Shareholders must be
accompanied by a copy of this Prospectus.

     The Selling  Shareholders  and any agents,  broker-dealers  or underwriters
that  participate  in  the  distribution  of the  Shares  may  be  deemed  to be
underwriters,  and  any  profit  on the  sale of the  Shares  by  them,  and any
discounts,  commissions  or  concessions  received by them,  may be deemed to be
underwriting commissions or discounts under the Securities Act.


                                  LEGAL MATTERS

     Matters relating to the legality of the securities being offered hereby are
being passed upon for the Company by Jonathan  Friedman,  Esq., c/o the Company,
26 Harbor  Park  Drive,  Port  Washington,  NY  11050.  Mr.  Friedman  is a Vice
President of and is Legal Counsel to the Company.


                                     EXPERTS

     The  consolidated  financial  statements of the Company as of June 30, 2001
and for the year then  ended  appearing  in the Form 10-K have been  audited  by
Goldstein Golub Kessler LLP, independent  auditors, as set forth in their report
thereon included therein and incorporated herein by reference.  The consolidated
financial  statements  of the  Company as of June 30, 2000 and for the two years
then ended  appearing in the Form 10-K have been  audited by BDO  Seidman,  LLP,
independent  auditors, as set forth in their report thereon included therein and
incorporated  by  reference.   Such   consolidated   financial   statements  are
incorporated  herein by reference in reliance  upon such reports  given upon the
authority of such firms as experts in accounting and auditing.


                             ADDITIONAL INFORMATION

     The Company has filed a  Registration  Statement on Form S-8 (together with
all amendments thereto, the "Registration  Statement") with the Commission under
the Securities Act of 1933, as amended,  with respect to the securities  offered
hereby. This Prospectus does not contain all of the information set forth in the
Registration Statement.  For further information with respect to the Company and
the securities offered hereby,  reference is made to the Registration  Statement
and to the  exhibits  filed  therewith,  copies  of which may be  obtained  upon
payment of a fee prescribed by the Commission, or may be examined free of charge
at the public  reference  facilities  maintained by the  Commission at Judiciary
Plaza, 450 Fifth Street,  N.W.,  Washington,  D.C. 20549. Each statement made in
this Prospectus  referring to a document filed as an exhibit to the Registration
Statement is  qualified by reference to the exhibit for a complete  statement of
its terms and conditions.

                              AVAILABLE INFORMATION

     The Company  files  reports,  proxy and  information  statements  and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports,  statements  and  other  information  filed  by the  Company  with  the
Commission  can be  inspected  and  copied  at  prescribed  rates at the  public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street,  N.W.,  Washington,  D.C. 20549. The public may obtain information about
the  operation  of the  Public  Reference  Room by  calling  the  Commission  at
1-800-SEC-0330.  Furthermore,  the Commission maintains a Web site that contains
reports,  proxy and information  statements and other information  regarding the
Company. The address of such Web site is http://www.sec.gov.
[{"type": "S-8", "sequence": "1", "filename": "hcs8202.txt", "description": "HCS8202", "secsgml_size_bytes": 69501}]
{"company-data": {"conformed-name": "NATIONAL MEDICAL HEALTH CARD SYSTEMS INC", "cik": "0000813562", "assigned-sic": "6411", "irs-number": "112581812", "state-of-incorporation": "NY", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82224", "film-number": "02527779"}, "business-address": {"street1": "26 HARBOR PARK DR", "city": "PORT WASHINGTON", "state": "NY", "zip": "11050", "phone": "5166270007"}, "mail-address": {"street1": "26 HARBOR PARK DRIVE", "city": "PORT WASHINGTON", "state": "NY", "zip": "11050"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          ----------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                   NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                    NEW YORK
         (State or Other Jurisdiction of Incorporation or Organization)

                                   11-2581812
                      (I.R.S. Employer Identification No.)

              26 Harbor Park Drive, Port Washington, New York 11050
                    (Address of Principal Executive Offices)

                             1999 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                 Bert E. Brodsky
                                    Chairman
                   NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.
                              26 Harbor Park Drive
                         Port Washington, New York 11050
                     (Name and Address of Agent for Service)

                                 (516) 484-4400
          (Telephone Number, Including Area Code, of Agent for Service)

                  Copies of all communications and notices to:
                             Jonathan Friedman, Esq.
                 c/o National Medical Health Card Systems, Inc.
                              26 Harbor Park Drive
                            Port Washington, NY 11050
                                 (516) 626-0007

                       (Cover continued on following page)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                                                         Maximum Aggregate
Title of Securities to    Amount to Be           Maximum Offering        Offering Price         Amount of
be Registered             Registered (1)         Price Per Share                                Registration Fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (par value
$.001 per share)
                               1,660,373 (2)(3)              $12.12(4)             $20,132,022
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (par value
$.001 per share)
                                  77,000 (5)                   $1.67                  $128,590
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (par value
$.001 per share)
                                 500,000 (6)                   $1.84                  $920,000
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (par value
$.001 per share)
                                  20,000 (7)                   $3.00                   $60,000
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (par value
$.001 per share)
                                  10,000 (8)                   $3.50                  $ 35,000
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (par value
$.001 per share)
                                 167,900 (9)                   $4.00                  $671,600
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (par value
$.001 per share)
                                 60,000 (10)                   $4.75                  $285,000
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (par value
$.001 per share)
                                105,000 (11)                   $5.00                  $525,000
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (par value
$.001 per share)
                                 25,568 (12)                   $5.87                  $150,084
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (par value
$.001 per share)
                                 15,000 (13)                   $6.00                  $ 90,000
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (par value
$.001 per share)
                                199,720 (14)                   $7.50                $1,497,900
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (par value
$.001 per share)
                                  2,818 (15)                   $8.25                  $ 23,248
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (par value
$.001 per share)
                                  1,621 (16)                   $8.33                  $ 13,503
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (par value
$.001 per share)
                                450,000 (17)                  $12.45                $5,602,500
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (par value
$.001 per share)
                                  5,000 (18)                  $12.61                  $ 63,050
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Total                         2,850,000                                            $30,197,497              $1,852.14
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
(1) Pursuant to Rule 416 promulgated under the Securities Act of 1933,
     as amended, an additional indeterminate number of shares of Common Stock is
     being registered to cover any adjustments in the number of shares of Common
     Stock  pursuant to the  anti-dilution  provisions  of the 1999 Stock Option
     Plan, as amended (the "1999 Plan") of National Medical Health Card Systems,
     Inc. ("Health Card" or the "Registrant").

          (2) The 1999 Plan  authorizes  the  granting  of options to purchase a
     maximum of 2,850,000 shares of Common Stock (the "Common Shares"), of which
     options for the purchase of an aggregate  of 1,642,707  Common  Shares have
     been  granted,  and of which  none  have  been  exercised.  The  1999  Plan
     originally  provided  for the  granting  of options to  purchase  1,650,000
     Common  Shares.  On January  24, 2002 the 1999 Plan was amended to increase
     the number of Common Shares  issuable upon the exercise of options  granted
     thereunder by 1,200,000 Common Shares to 2,850,000 Common Shares.

          (3)  Represents  the  issuance  of  Common  Shares  issuable  upon the
     exercise of options which may be granted under the 1999 Plan

          (4) Estimated  solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457.

          (5)  Represents  the  issuance  of  Common  Shares  issuable  upon the
     exercise  of  options  which have been  granted  under the 1999 Plan with a
     purchase price of $1.67 per Common Share.

          (6)  Represents  the  issuance  of  Common  Shares  issuable  upon the
     exercise  of  options  which have been  granted  under the 1999 Plan with a
     purchase price of $1.84 per Common Share.

          (7)  Represents  the  issuance  of  Common  Shares  issuable  upon the
     exercise  of  options  which have been  granted  under the 1999 Plan with a
     purchase price of $3.00 per Common Share.

          (8)  Represents  the  issuance  of  Common  Shares  issuable  upon the
     exercise  of  options  which have been  granted  under the 1999 Plan with a
     purchase price of $3.50 per Common Share.

          (9)  Represents  the  issuance  of  Common  Shares  issuable  upon the
     exercise  of  options  which have been  granted  under the 1999 Plan with a
     purchase price of $4.00 per Common Share.

          (10)  Represents  the  issuance  of Common  Shares  issuable  upon the
     exercise  of  options  which have been  granted  under the 1999 Plan with a
     purchase price of $4.75 per Common Share.

          (11)  Represents  the  issuance  of Common  Shares  issuable  upon the
     exercise  of  options  which have been  granted  under the 1999 Plan with a
     purchase price of $5.00 per Common Share.

          (12)  Represents  the  issuance  of Common  Shares  issuable  upon the
     exercise  of  options  which have been  granted  under the 1999 Plan with a
     purchase price of $5.87 per Common Share.

          (13)  Represents  the  issuance  of Common  Shares  issuable  upon the
     exercise  of  options  which have been  granted  under the 1999 Plan with a
     purchase price of $6.00 per Common Share.

          (14)  Represents  the  issuance  of Common  Shares  issuable  upon the
     exercise  of  options  which have been  granted  under the 1999 Plan with a
     purchase price of $7.50 per Common Share.

          (15)  Represents  the  issuance  of Common  Shares  issuable  upon the
     exercise  of  options  which have been  granted  under the 1999 Plan with a
     purchase price of $8.25 per Common Share.

          (16)  Represents  the  issuance  of Common  Shares  issuable  upon the
     exercise  of  options  which have been  granted  under the 1999 Plan with a
     purchase price of $8.33 per Common Share.

          (17)  Represents  the  issuance  of Common  Shares  issuable  upon the
     exercise  of  options  which have been  granted  under the 1999 Plan with a
     purchase price of $12.45 per Common Share.

          (18)  Represents  the  issuance  of Common  Shares  issuable  upon the
     exercise  of  options  which have been  granted  under the 1999 Plan with a
     purchase price of $12.61 per Common Share.

                                EXPLANATORY NOTE

     Pursuant to General Instruction C of Form S-8, this Registration  Statement
contains (as Annex A hereto) a prospectus  meeting the requirements of Part I of
Form S-3 relating to reofferings of the  Registrant's  Common Shares,  $.001 par
value per  share,  acquired  under the 1999  Plan by  persons  who may be deemed
affiliates of the Registrant.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     (a) The following documents filed by the Registrant with the Securities and
Exchange  Commission  (the  "Commission")  under the Securities  Exchange Act of
1934, as amended (the "1934 Act") are incorporated herein by reference:

          (i) The  Registrant's  Annual  Report on Form 10-K for the fiscal year
     ended June 30, 2001.

          (ii) The  Registrant's  Quarterly  Report on Form 10-Q for the  period
     ended September 30, 2001.

          (iii) The description of the  Registrant's  Common Shares contained in
     the Registrant's  Registration Statement on Form 8-A12G, which was declared
     effective by the Commission on July 19, 1999.

     (b) All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c),  14 and  15(d) of the 1934 Act prior to the  filing  of a  post-effective
amendment to this  Registration  Statement  which  indicates that all securities
offered  hereby have been sold or which  deregisters  all such  securities  then
remaining unsold,  shall be deemed to be incorporated herein by reference and to
be a part hereof from their respective dates of filing.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

     Certain  legal matters in  connection  with the offering of the  securities
registered  hereunder  are being  passed  upon for the  Registrant  by  Jonathan
Friedman, Esq., Vice President and Legal Counsel to the Registrant.

Item 6.  Indemnification of Directors and Officers

     Health  Card's   Certificate  of  Incorporation   eliminates  the  personal
liability of directors  for breach of duty as a director.  The New York Business
Corporation   Law  (the  "BCL")  itself,   however,   and  the   Certificate  of
Incorporation,  provide that the above  provision may not eliminate or limit the
liability of a director for:

     -    acts or omissions in bad faith or which involve intentional misconduct
          or a knowing  violation  of law,

     -    acts or omissions in violation of Section 719 of the BCL (with respect
          to unlawful dividend payments, unlawful share purchases or redemption,
          unlawful distributions of assets to shareholders after dissolution and
          unlawful  loans to  directors),  or

     -    any transaction from which the director  personally gained a financial
          profit  or other  advantage  to which  the  director  was not  legally
          entitled.

     Additionally,  Health Card has included in its Certificate of Incorporation
and By-Laws provisions to indemnify its directors and officers,  as permitted by
the BCL. The BCL provides further that the  indemnification  permitted under the
BCL will not be deemed  exclusive of any other rights to which the  directors or
officers may be entitled  under Health Card's  Certificate of  Incorporation  or
By-Laws, under any agreement, by vote of shareholders or by vote of directors.

     The effect of the  foregoing  is to require  Health Card to  indemnify  the
officers and directors of Health Card,  to the extent  permitted by law, for any
claim arising  against such persons in their official  capacities if such person
acted in good faith and for a purpose  that he  reasonably  believed to be in or
not opposed to the best  interests  of Health  Card,  and,  with  respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted  to  directors,  officers or persons  controlling  the
Registrant  pursuant  to the  foregoing  provisions,  the  Registrant  has  been
informed  that in the opinion of the  Securities  and Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act  and is
therefore unenforceable.

Item 7.  Exemption from Registration Claimed

         Not applicable.
Item 8.           Exhibits

         Exhibit               Description
         Number                of Exhibit

         4.1               1999 Stock Option Plan(1)

         5                 Opinion of Jonathan Friedman, Esq. as to the legality
                           of the shares of Common Stock registered hereunder

         23.1              Consent of Goldstein Golub Kessler, LLP

         23.2              Consent of BDO Seidman, LLP

         23.3              Consent of Jonathan Friedman, Esq. (included in his
                           opinion filed as Exhibit 5)

         24                Powers of Attorney (included in Signature Page
                           forming a part of this Registration Statement)

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

Item 9.           Undertakings

      (a)      The undersigned Registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
      made, a post-effective amendment to this Registration Statement:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  Registration
                    Statement;

              (iii) to include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously   disclosed  in  the
                    Registration  Statement  or  any  material  change  to  such
                    information in the Registration Statement;

          provided,  however, that paragraphs (1)(i) and (1)(ii) do not apply if
     the  Registration  Statement is on Form S-3,  Form S-8 or Form F-3, and the
     information required to be included in a post-effective  amendment by those
     paragraphs is contained in periodic  reports filed with or furnished to the
     Commission  by the  Registrant  pursuant  to  Section  13 or  15(d)  of the
     Securities  Exchange Act of 1934 that are  incorporated by reference in the
     Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Port Washington, New York, on the 5th day of February, 2002.

                                    NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.

                                    By: /s/Bert E. Brodsky
                                        -------------------------------
                                        Chairman

                                POWER OF ATTORNEY

     Know all men by these presents,  that each person whose  signature  appears
below  constitutes  and  appoints  Bert E. Brodsky with full power to act as his
true and lawful  attorney-in-fact and agent, with full power of substitution and
resubstitution  for  him  and in his  name,  place  and  stead,  in any  and all
capacities to sign any and all amendments (including post-effective  amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other  documents in connection  therewith  with the  Securities and Exchange
Commission,  granting  unto  said  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing  requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

Signature                   Capacity                           Date

                            Chairman of the Board and
                            Chief Executive Officer
/s/Bert E. Brodsky          (Principal Executive Officer)      February 5, 2002
-------------------
   Bert E. Brodsky

                             Vice Chairman
/s/Gerald Shapiro            and Secretary                     February 5, 2002
------------------
   Gerald Shapiro

                             Chief Financial
                             Officer and Treasurer
/s/David Gershen             (Principal Financial Officer)     February 5, 2002
-----------------
   David Gershen

/s/Gerald Angowitz            Director                         February 5, 2002
-------------------
   Gerald Angowitz

/s/Paul J. Konigsberg         Director                         February 5, 2002
----------------------
   Paul J. Konigsberg

/s/Ronald L. Fish             Director                         February 5, 2002
------------------
   Ronald L. Fish

/s/Kenneth J. Daley           Director                         February 5, 2002
--------------------
   Kenneth J. Daley
EXHIBIT 5

                                                              February 5, 2002

National Medical Health Card Systems, Inc.
26 Harbor Park Drive
Port Washington, New York 11050

            Re: Registration of 2,850,000 Common Shares,
                par value $.001 per share, under the
                Securities Act of 1933, as amended

Gentlemen:

     In our capacity as counsel to National Medical Health Card Systems, Inc., a
New York corporation (the "Company"),  we have been asked to render this opinion
in  connection   with  a   Registration   Statement  on  Form  S-8  being  filed
contemporaneously  herewith  by the Company  with the  Securities  and  Exchange
Commission  under the  Securities  Act of 1933,  as amended  (the  "Registration
Statement"),  covering an aggregate of 2,850,000 Common Shares,  par value $.001
per share,  of the Company  (the  "Shares")  to be issued  upon the  exercise of
options to acquire  Common Shares  granted under the Company's 1999 Stock Option
Plan (the "1999 Plan").

     In that connection,  we have examined the Certificate of Incorporation  and
the By-Laws of the Company, each as amended, the Registration  Statement and the
1999 Plan and are familiar with corporate proceedings of the Company relating to
the adoption of the 1999 Plan. We have also examined such other  instruments and
documents as we deemed relevant under the circumstances.

     For  purposes of the  opinions  expressed  below,  we have  assumed (i) the
authenticity of all documents  submitted to us as original,  (ii) the conformity
to the  originals  of all  documents  submitted  as  certified,  photostatic  or
facsimile copies and the authenticity of the originals, (iii) the legal capacity
of natural persons,  (iv) the due  authorization,  execution and delivery of all
documents by all parties and the validity and binding effect thereof and (v) the
conformity to the  proceedings  of the Board of Directors of all minutes of such
proceedings.  We have also assumed that the corporate records furnished to us by
the Company include all corporate proceedings taken by the Company to date.

     Based upon and subject to the  foregoing,  we are of the  opinion  that the
Shares  have been duly and  validly  authorized  and,  when  issued and paid for
pursuant to the terms of the 1999 Plan, will be duly and validly  issued,  fully
paid and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement.

     This opinion is as of the date hereof, and we do not undertake,  and hereby
disclaim,  any obligation to advise you of any changes in any of the matters set
forth herein.

     We are  rendering  this opinion only as to the matters  expressly set forth
herein, and no opinion should be inferred as to any other matters.

     This  opinion  is for your  exclusive  use only and is to be  utilized  and
relied upon only in connection with the matters expressly set forth herein.

                                               Very truly yours,

                                              /s/ Jonathan Friedman
EXHIBIT 23.1

                          INDEPENDENT AUDITOR'S CONSENT

To the Board of Directors
National Medical Health Card Systems, Inc.

     We hereby  consent to the  incorporation  by reference in the  registration
statement  of  National  Medical  Health Card  Systems,  Inc. on Form S-8 of our
report  dated August 31,  2001,  on the  consolidated  financial  statements  of
National Medical Health Card Systems,  Inc. and Subsidiaries as of June 30, 2001
and for the year  then  ended  appearing  in the  annual  report on Form 10-K of
National Medical Health Card Systems, Inc. for the year ended June 30, 2001.

/s/GOLDSTEIN GOLUB KESSLER LLP
New York, New York

February 5, 2002
EXHIBIT 23.2

                           CONSENT OF BDO SEIDMAN, LLP

National Medical Health Card Systems, Inc.
Port Washington, New York

     We hereby  consent to the  incorporation  by  reference  in the  Prospectus
constituting  a  part  of  this  Registration  Statement  of our  reports  dated
September  19,  2000,  relating to the  consolidated  financial  statements  and
schedules  of  National  Medical  Health Card  Systems,  Inc.  appearing  in the
Company's Annual Report on Form 10-K for the year ended June 30, 2000.

     We also consent to the  reference to us under the caption  "Experts" in the
Prospectus.

/s/ BDO Seidman, LLP

Melville, New York

February 4, 2002
ANNEX A

                                   PROSPECTUS

                   NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.

                         859,000 SHARES OF COMMON STOCK

     This Prospectus  covers the sale of up to 859,000 shares of Common Stock of
National  Medical  Health Card  Systems,  Inc.  ("Health  Card") which have been
acquired under Health Card's 1999 Stock Option Plan by persons who may be deemed
affiliates of Health Card.

     A PURCHASE OF THESE SECURITIES INVOLVES A CERTAIN DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 4.

     WE WILL  NOT  RECEIVE  ANY  PROCEEDS  FROM THE SALE OF  SHARES  BY  SELLING
SHAREHOLDERS.

     YOU SHOULD RELY ONLY ON THE INFORMATION  CONTAINED IN THIS  PROSPECTUS.  WE
HAVE NOT  AUTHORIZED  ANYONE TO PROVIDE YOU WITH  INFORMATION  THAT IS DIFFERENT
FROM THAT CONTAINED IN THIS  PROSPECTUS.  THIS PROSPECTUS MAY ONLY BE USED WHERE
IT IS  LEGAL  TO  SELL  THESE  SECURITIES.  THE  INFORMATION  CONTAINED  IN THIS
PROSPECTUS MAY ONLY BE ACCURATE ON THE DATE OF THIS PROSPECTUS.

     OUR COMMON STOCK IS TRADED ON THE NASDAQ  NATIONAL  MARKET UNDER THE SYMBOL
"NMHC".

     NEITHER THE  SECURITIES AND EXCHANGE  COMMISSION  NOR ANY STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS  IS TRUTHFUL OR  COMPLETE.  ANY  REPRESENTATION  TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                   NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.
                              26 Harbor Park Drive
                            Port Washington, NY 11050
                                 (516) 626-0007

                                February 5, 2002
TABLE OF CONTENTS

                                                                     Pages

Risk Factors                                                           1

The Company                                                            6

Incorporation by Reference                                             6

Forward-Looking Statements                                             7

Selling Shareholders                                                   8

Plan of Distribution                                                   9

Legal Matters                                                         10

Experts                                                               10

Additional Information                                                10

Available Information                                                 11
RISK FACTORS

     An  investment  by you in the shares of common stock (the "Common  Shares")
offered by this  prospectus is  speculative  and involves a high degree of risk.
You should only acquire  these  securities if you can afford to lose your entire
investment.  Before  making an  investment,  you should  carefully  consider the
following  risks  and  speculative  factors,  as well as the  other  information
contained in this  prospectus.  As discussed  below,  this  prospectus  contains
forward-looking  statements  that involve  risks and  uncertainties.  The actual
results of operations of National  Medical  Health Card Systems,  Inc.  ("Health
Card") could be significantly  different from the information contained in those
forward-looking statements. Those differences could result from the risk factors
discussed  immediately  below,  as well as factors  discussed in other places in
this  prospectus  and  the  SEC  Reports  annexed  to and  made a part  of  this
prospectus.

     In this "Risk Factors" section, "we", "our" and "ours" refer to Health Card
and "you",  "your" and "yours" refer to an acquiror of the Common Shares offered
by this prospectus.

     Our  possible  inability  to pay  pharmacies  could  adversely  affect  our
business.  Our agreements  with many pharmacies in our network do not require us
to make payments  within a specified  period.  However,  we know from experience
that they expect timely  payment.  We try to process  pharmacy  claims  promptly
while  still  obtaining  funds  from  sponsors  before  making  payment  to  the
participating  pharmacies. We cannot assure you that the sponsors will pay us in
a timely fashion,  nor can we assure you that pharmacies in our network will not
demand faster payment in the future. Some of our older contracts provide that if
a plan  sponsor  fails to pay us on a timely  basis,  we may be  required to pay
participating  pharmacies  before being paid by that sponsor.  Some also provide
that if any sponsor fails to pay us at all, we still must pay our  participating
pharmacies.  Sponsors'  failure to pay us,  therefore,  or to pay us in a timely
manner,  may have an  adverse  effect  on our cash  flow and on our  ability  to
maintain  our  pharmacy  network,  which in turn could  have a material  adverse
effect on our business, operating results and financial condition.

     Lack of participation by pharmacies in our pharmacy network could adversely
affect our business.  The  continuation  of our services  depends heavily on the
participation  of pharmacies in our pharmacy  network,  which  participation  we
cannot guarantee. If a substantial portion of the pharmacies were to discontinue
their  arrangements  with us and/or we were  unable to  maintain  a  multi-state
pharmacy network, our ability to market our pharmacy benefit management services
could be adversely  affected and sponsors could discontinue their  relationships
with us. Consequently,  we could experience a loss of revenues, which could have
a material  adverse  effect on our  business,  operating  results and  financial
condition.

     The market for pharmacy benefit management services is very competitive and
is  consolidating.  This may cause  price or margin  erosion.  We  compete  with
numerous companies which provide the same or similar services, such as:

 Express Scripts, Inc./Value Rx              Consultec, Inc.
 National Prescription Administrators, Inc.  MedImpact Health Care Systems, Inc.
 Merck-Medco Managed Care, LLC               Advance - PCS, Inc.
 MIM Corp.                                   Pharmaceutical Care Network

     Our  competitors  include other  independent  pharmacy  benefit  management
companies, those affiliated with drug companies and those affiliated with retail
pharmacy  chains.  In  addition,  present  and  potential  sponsors  may find it
desirable to perform for themselves the services we render.

     Some of our  competitors  have been in existence for longer periods of time
and are better  established  than we are;  of these,  some have  broader  public
recognition, and/or have financial and marketing resources substantially greater
than ours. Some of our competitors have more experienced management and have far
more  extensive  facilities  than those which are now available to us. We cannot
assure you that we will remain competitive.  If we are unable to market and sell
our  services  as well as or  better  than  our  competitors,  there  could be a
material  decline in  revenues  and/or  other  material  adverse  effects on our
business, operating results and financial condition.

     Over the past several  years,  insurance  companies,  HMOs and managed care
companies have experienced significant consolidation. Our sponsors have been and
may  continue  to be subject to  consolidation  pressures.  Although we may gain
sponsors from certain  consolidations and alliances in the industry,  it is also
possible that we will lose sponsors as a result of consolidations and alliances.
Consolidations  and  alliances by their very nature reduce the number of clients
who may need our  services.  We cannot  assure you that any new sponsors and any
renewal  of  current  contracts  will  offset the  revenues  lost from  sponsors
electing not to use our services, or sponsors who cease to exist, as a result of
a  consolidation  or alliance.  The loss of such revenues  would have a material
adverse effect on our business, operating results and financial condition.

     Furthermore,  some  health  care  providers  are  consolidating  to  create
integrated  health care  delivery  systems  with  greater  regional and national
market power. These merging systems could have increased bargaining power, which
may lead to erosion of prices for our services. Our failure to maintain adequate
margins could have a material adverse effect on our business,  operating results
and financial condition.

     Our   business  is  designed  to  function  in  the  current   health  care
reimbursement  system;  changes in that system could materially adversely affect
our business. Our services are designed to function in the health care financing
and reimbursement  system currently being used in the United States.  During the
past several years,  the U.S. health care industry has been subject to increased
governmental  regulation of reimbursement  rates. We cannot predict what effect,
if any, such factors might have on our business, operating results and financial
condition.  We believe that the commercial  value and appeal of our services may
be adversely affected if the current health care reimbursement system were to be
materially changed.

     Our  business  could be  adversely  affected  if our  rebate  administrator
terminates our agreement,  or if drug manufacturers  alter or discontinue rebate
programs.  Health Card processes its rebate claims either directly with the drug
manufacturers,  through its  wholly-owned  subsidiary,  or through a third party
rebate  administrator.  Effective  July 1, 2001,  Health  Card  entered  into an
agreement with its rebate administrator to handle all of its consolidated rebate
claims, which it does not otherwise submit directly to the drug manufacturers.

     Under Health  Card's  contract with its rebate  administrator,  Health Card
receives a specified rebate amount per claim. Therefore once the total number of
claims is known,  then the total amount of rebates to be received will be known.
These  amounts are paid within  120-150 days after the end of a quarter.  Health
Card computes the amount of rebates due direct from the drug manufacturers based
on the actual claims data, the criteria established in each individual contract,
and the specified  payment  schedules.  The drug  manufacturers are obligated to
reimburse Health Card for earned rebates within a specified period of time.

     Due to the expected  continued growth and  diversification of Health Card's
business,  Health Card expects  rebates,  as a percentage of cost of claims,  to
increase and  continue to account for a  significant  percentage  of total gross
profit and income before taxes.  Certain of Health Card's  sponsors are entitled
to all or a portion of rebates  received by Health Card, which portion varies by
sponsor. If such rebate programs were to be discontinued or adversely altered by
drug manufacturers, or if the terms of Health Card's rebate sharing arrangements
with its  sponsors  were  adversely  altered,  it would have a material  adverse
effect on Health Card's business, operating results and financial condition.

     Due to changing market conditions and competition,  it is possible that the
percentage of rebates retained by Health Card based on its arrangements with its
sponsors  may  change  when  these  arrangements  expire  and  may be  lower  in
arrangements  with new  sponsors.  Any such change in the  percentage of rebates
retained and recorded as a reduction  of revenue  could have a material  adverse
effect on Health Card's business, operating results and financial condition.

     An  event  that is much  less  likely  to occur  but is a more  significant
economic risk is that drug  manufacturers  might cease to offer rebates on their
products.  Although we are unaware that any such  cessation  is planned,  and we
believe that  cessation of such programs is unlikely,  we cannot be certain that
drug manufacturers will continue to offer rebates.  If such rebate programs were
to be discontinued,  we could suffer what amounts to an increase in costs, which
could have a material  adverse  effect on our  business,  operating  results and
financial condition.

     We retain  all,  part or none of the rebates  received by us in  connection
with our  administration  of sponsors' plans.  Our  participation in such rebate
programs  and rebate  sharing  programs  may expose us to  investigation  and/or
punishment  under  certain  laws,  rules and  regulations  including the federal
Anti-Kickback  Statute  and state laws and  regulations  regarding  professional
misconduct applicable to pharmacies. Our failure to obtain certain rebates could
cause us to be in  violation  of  agreements  with  certain  sponsors  and could
negatively impact our ability to compete.

     The health care  industry is highly  regulated  at the  federal,  state and
local  levels.  Our failure to comply  with these  regulations  could  adversely
affect our business.  The healthcare  industry is subject to extensive  federal,
state and local laws and regulations  which are not always clear or consistently
applied,  and compliance may impose a burden on our operations.  We believe that
we substantially  comply with the laws and regulations material to the operation
of our business,  and we intend to continue to take steps to identify and comply
with such laws and regulations.

     However,  regulatory authorities may disagree and take enforcement or other
actions  against us.  These  actions  may result in civil or  criminal  fines or
penalties  restricting  our ability to engage in certain  business  practices or
subject us to loss of license  and/or  exclusion  from the Medicare and Medicaid
programs.  We cannot  predict  the impact of future  legislation  or  regulatory
changes or assure you that we will have the  regulatory  approvals  required  to
operate our business.

     Our business is subject to the following  particular  risks that arise as a
result of this regulatory environment:

o    some of our activities have been conducted without obtaining  licenses that
     may have been required.

o    our rebate,  therapeutic  interchange and formulary management programs may
     violate  the  Anti-Kickback  Statute  and the  laws  and  related  rules of
     professional misconduct applicable to licensed pharmacies.

o    our use of certain health information may violate certain rights of privacy
     and confidentiality of plan participants.

o    our disease  information  services,  drug usage monitoring,  preferred drug
     management and consulting services may violate certain laws and regulations
     applicable to the licensed professions of medicine, nursing and pharmacy.

o    some of the  services we have  contracted  to provide to sponsors  could be
     found to violate certain  utilization  review  regulations.

o    our pharmacy benefit management activities may be regulated in any state in
     which our  sponsors,  plan  participants  or  participating  pharmacies  do
     business or reside.

     A finding that we have violated any of the laws or regulations could have a
material  adverse  effect upon our  business,  operating  results and  financial
condition.  Moreover,  our involvement in any judicial or regulatory proceeding,
regardless of its merits,  and the related costs,  could have a material adverse
effect on our business, operating results and financial condition.

     Certain  of our  activities  could be deemed to  constitute  violations  of
anti-trust regulations.  Retail pharmacies have instituted lawsuits against drug
manufacturers  challenging  brand drug pricing practices under various state and
federal  anti-trust laws. These lawsuits  contend that drug  manufacturers  have
offered  discounts or rebates to pharmacy  benefit  management  companies  while
precluding retail pharmacies from the availability of the discounts and rebates.
In one lawsuit,  the parties agreed that retail pharmacies would be eligible for
similar  discounts should they demonstrate the ability to affect market share in
the same or similar manner as managed care  entities.  Although we have not been
named  a party  to that  lawsuit,  we  could  face  increased  competition  from
pharmacies and pharmacy  chains.  Beyond these specific  instances,  federal and
state  anti-trust  laws and trade  regulations  permit  enforcement  not only by
governmental  entities  but also by any person  injured in business by reason of
any act  prohibited by such laws or  regulations.  Moreover,  many of these laws
entitle any person  threatened  with loss or damage by anti-trust  violations to
obtain injunctive relief. In addition, a successful  anti-trust plaintiff may be
entitled to treble damages and attorneys' fees.

     Certain of our activities could be deemed to constitute violations of ERISA
regulations.  It is  possible  that  we  could  be  restricted  from  commercial
activities and relationships with pharmacies,  drug manufacturers and others, if
those  relationships  conflict with fiduciary duties to plan members under ERISA
statutes  and  regulations.  These  restrictions  would  apply  only  if it were
determined  that we are a  fiduciary  under  ERISA.  We  could be  considered  a
fiduciary  and be subject to applicable  penalties  under ERISA if it were found
that we:

     o have  discretionary  responsibility  for  part or all of a  group  plan's
administration, or

     o exercise  authority or control over the  management or disposition of the
plan's assets.

     We depend on our Chairman of the Board and other executive management,  who
have  experience in helping  companies  grow. We believe that our future success
depends  significantly upon the continued services of our senior management,  in
particular Bert E. Brodsky,  Chairman of the Board and Chief Executive  Officer,
Gerald  Shapiro,  Vice  Chairman  of the Board and  Secretary,  and James  Bigl,
President.  Mr. Brodsky and Mr.  Shapiro as well as Mr. Bigl are  experienced in
managing the growth of small companies and/or divisions of larger companies. The
loss of the services of Mr. Brodsky,  Mr. Shapiro,  Mr. Bigl or of other persons
in senior  management would mean the loss of years of experience in both general
business matters and in our industry, which could have a material adverse effect
on our operations and financial condition.  We cannot assure you that we will be
able to retain our current management.

     Our Chairman of the Board and his affiliates own or control over 50% of our
outstanding  common stock and control Health Card. This could hinder a change of
control  that  might  be  in a  shareholder's  interest.  Mr.  Brodsky  and  his
affiliates  beneficially  own or  control an  aggregate  of more than 50% of the
shares of common stock of the Company.  Accordingly,  such shareholders,  acting
together, for as long as they own more than 50% of the outstanding common stock,
will have the ability to significantly influence:

o    the election of our Board of Directors,
o    the approval of matters requiring approval of the Board of Directors, and
o    decisions on matters submitted to our shareholders for approval.

     The ability of a small group of  shareholders  to exert such  influence may
materially  impair our ability to attract new investors or to obtain  financing.
The voting power of these  holders may also  discourage  or prevent any proposed
takeover of our Company unless the terms thereof are approved by such holders.

     We have  not  paid  dividends  in the  past  and do not  anticipate  paying
dividends in the  foreseeable  future.  We have never paid any cash dividends on
our Common Stock and do not intend to pay any cash dividends in the  foreseeable
future.  We anticipate  retaining any earnings  which we may realize in the near
future to finance our growth.

                                   THE COMPANY

     Health Card is an  established  leader in the pharmacy  benefit  management
("PBM") field. We have been managing  pharmacy benefit  management  programs for
HMOs, employers, local governments,  union groups and third party administrators
since 1981.  Since  January 1, 2001,  over  1,500,000  plan members  utilize our
nationwide network of over 53,000 pharmacies.

     The Health Card staff  serves  clients from our Port  Washington,  New York
corporate  headquarters  and offices in Little Rock,  Arkansas  and Albany,  New
York. We have  salespeople  in the  following  states:  Arizona,  Massachusetts,
Michigan, New York, Texas and Washington. In the last two years, Health Card has
acquired PBMs in Little Rock,  Arkansas,  Tulsa,  Oklahoma and Albany, New York,
all of which will provide increased diversification of our client base.

     We offer  benefit  providers a totally  integrated  program that includes a
nationwide retail pharmacy network, mail service prescription program,  internet
pharmacy  access and a complete  clinical  pharmacy  intervention  program.  Our
programs are designed to assist prescription benefit plan sponsors by:

o        containing the cost of prescription drugs,
o        monitoring the cost and quality of prescription services,
o        providing sophisticated consulting services, and
o        providing disease information services.

     The Company  maintains its executive  offices at 26 Harbor Park Drive, Port
Washington, New York 11050; telephone number (516) 626-0007.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  documents  listed  below  have  been  filed  by the  Company  with the
Commission  under the  Securities  Exchange  Act of 1934,  as amended (the "1934
Act") and are incorporated herein by reference:

     (a)  The  Company's  Annual  Report on Form 10-K for the fiscal  year ended
          June 30, 2001, (the "Form 10-K").

     (b)  The  Company's  Quarterly  Report  on Form 10-Q for the  period  ended
          September 30, 2001.

     (c)  The  description  of  the  Company's  Common  Stock  contained  in the
          Company's  Registration  Statement on Form 8-A12G,  which was declared
          effective by the Commission on July 19, 1999.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d)  of the 1934  Act  after  the  date of this  Prospectus  and  prior to the
termination  of the offering of the Shares  offered hereby shall be deemed to be
incorporated  by  reference  into this  Prospectus  and to be a part hereof from
their respective dates of filing.

     The Company  will  provide  without  charge to each person  (including  any
beneficial  owner)  to whom a copy of this  Prospectus  is  delivered,  upon the
written  or  oral  request  of any  such  person,  a  copy  of any or all of the
documents referred to above which have been incorporated into this Prospectus by
reference.  Requests  for such copies  should be directed to the  Secretary,  26
Harbor Park Drive,  Port  Washington,  New York 11050 (telephone  number:  (516)
626-0007).

     Any  statement  contained  in a document  incorporated  herein by reference
shall be deemed to be modified or superseded for purposes of this  Prospectus to
the extent  that a  statement  contained  herein  modifies  or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so modified or superseded, to constitute a part of this Prospectus.

                           FORWARD-LOOKING STATEMENTS

Forward Looking Statements

     When  used  herein,  the  words  "may,"  "could,"  "estimate,"   "believe,"
"anticipate,"  "think,"  "intend,"  "will be," "expect" and similar  expressions
identify forward-looking statements within the meaning of the Private Securities
Litigation  Reform Act of 1995.  Such  statements  are not  guarantees of future
performance  and involve  known and unknown risks and  uncertainties,  and other
factors, which could cause actual results to differ materially from those in the
forward-looking statements. Readers are cautioned not to place undue reliance on
such  statements,  which speak only as of the date hereof.  For a discussion  of
such risks and uncertainties,  including risks relating to pricing,  competition
in the  bidding  and  proposal  process,  our  ability  to  consummate  contract
negotiations with prospective clients,  dependence on key members of management,
government  regulation,  acquisitions  and  affiliations,  the  market  for  PBM
services, and other factors,  readers are urged to carefully review and consider
various  disclosures  made by Health  Card which  attempt  to advise  interested
parties of the factors which affect Health Card's business.
SELLING SHAREHOLDERS

         The following table sets forth, as of January 31, 2002 to the Company's
knowledge, certain securities ownership information with respect to the Selling
Shareholders:
========================================== ==================== =================== =======================================

                                              Common Shares     Number of Common
                                            Beneficially Owned   Shares Offered         Common Shares Beneficially Owned
                  Name                      Before Offering (1)    for Sale                   After the Offering
------------------------------------------ -------------------- ------------------- ---------------------------------------
------------------------------------------ -------------------- ------------------- ------------------- -------------------
                                                                                          Number             Percent
------------------------------------------ -------------------- ------------------- ------------------- -------------------
------------------------------------------ -------------------- ------------------- ------------------- -------------------
Bert E. Brodsky                               3,143,637(2)           500,000            2,943,637              41.0
------------------------------------------ -------------------- ------------------- ------------------- -------------------
------------------------------------------ -------------------- ------------------- ------------------- -------------------
Gerald Shapiro                                 390,869(3)             11,000             383,534               5.3
------------------------------------------ -------------------- ------------------- ------------------- -------------------
------------------------------------------ -------------------- ------------------- ------------------- -------------------
James Bigl                                      42,685(4)            131,000              2,000                (11)
------------------------------------------ -------------------- ------------------- ------------------- -------------------
------------------------------------------ -------------------- ------------------- ------------------- -------------------
David Gershen                                   34,670(5)             56,000              4,000                (11)
------------------------------------------ -------------------- ------------------- ------------------- -------------------
------------------------------------------ -------------------- ------------------- ------------------- -------------------
Tery Baskin                                     84,100(6)             57,000              76,100               1.1
------------------------------------------ -------------------- ------------------- ------------------- -------------------
------------------------------------------ -------------------- ------------------- ------------------- -------------------
Kenneth J. Daley                                24,035(7)             31,000                0                   0
------------------------------------------ -------------------- ------------------- ------------------- -------------------
------------------------------------------ -------------------- ------------------- ------------------- -------------------
Ronald Fish                                     14,035(8)             21,000                0                   0
------------------------------------------ -------------------- ------------------- ------------------- -------------------
------------------------------------------ -------------------- ------------------- ------------------- -------------------
Gerald Angowitz                                 24,035(9)             31,000                0                   0
------------------------------------------ -------------------- ------------------- ------------------- -------------------
------------------------------------------ -------------------- ------------------- ------------------- -------------------
Paul Konigsberg                                14,035(10)             21,000                0                   0
========================================== ==================== =================== =================== ===================
(1) Unless  otherwise  noted,  the Company  believes that all persons named
above have sole voting and  investment  power with  respect to all Common  Stock
beneficially   owned  by  them,   subject  to  community  property  laws,  where
applicable. A person is deemed to be the beneficial owner of securities that can
be acquired by such person within 60 days from the date hereof upon the exercise
of options.  Each  beneficial  owner's  percentage  ownership is  determined  by
assuming  that  options  that are held by such person (but not those held by any
other person) and which are exercisable within 60 days from the date hereof have
been exercised.

     (2) Includes  200,000  shares  issuable to Mr. Brodsky upon the exercise of
options currently  exercisable or exercisable  within 60 days.  Excludes 300,000
shares  issuable to Mr. Brodsky upon exercise of options not yet  exercisable or
exercisable within 60 days.

     (3)  Includes  7,335  shares  issuable to Mr.  Shapiro upon the exercise of
options  currently  exercisable  or exercisable  within 60 days.  Excludes 3,665
shares  issuable to Mr. Shapiro upon exercise of options not yet  exercisable or
exercisable within 60 days.

     (4)  Includes  40,685  shares  issuable  to Mr.  Bigl upon the  exercise of
options  currently  exercisable or exercisable  within 60 days.  Excludes 90,315
shares  issuable to Mr. Bigl upon  exercise  of options not yet  exercisable  or
exercisable within 60 days.

     (5) Includes  30,670  shares  issuable to Mr.  Gershen upon the exercise of
options  currently  exercisable or exercisable  within 60 days.  Excludes 25,330
shares  issuable to Mr. Gershen upon exercise of options not yet  exercisable or
exercisable within 60 days.

     (6)  Includes  8,000  shares  issuable to Mr.  Baskin upon the  exercise of
options  currently  exercisable or exercisable  within 60 days.  Excludes 49,000
shares  issuable to Mr. Baskin upon exercise of options not yet  exercisable  or
exercisable within 60 days.

     (7)  Includes  24,035  shares  issuable to Mr.  Daley upon the  exercise of
options  currently  exercisable  or exercisable  within 60 days.  Excludes 6,965
shares  issuable to Mr. Daley upon  exercise of options not yet  exercisable  or
exercisable within 60 days.

     (8)  Includes  14,035  shares  issuable  to Mr.  Fish upon the  exercise of
options  currently  exercisable  or exercisable  within 60 days.  Excludes 6,965
shares  issuable to Mr. Fish upon  exercise  of options not yet  exercisable  or
exercisable within 60 days.

     (9) Includes  24,035 shares  issuable to Mr.  Angowitz upon the exercise of
options  currently  exercisable  or exercisable  within 60 days.  Excludes 6,965
shares  issuable to Mr. Angowitz upon exercise of options not yet exercisable or
exercisable within 60 days.

     (10) Includes 14,035 shares issuable to Mr. Konigsberg upon the exercise of
options  currently  exercisable  or exercisable  within 60 days.  Excludes 6,965
shares  issuable to Mr.  Konigsberg upon exercise of options not yet exercisable
or exercisable within 60 days.

     (11) Represents less than 1% of the outstanding shares of Common Stock.

     There are no  commitments  pursuant to which the Company  will  receive any
proceeds from the sale of the Shares by the Selling Shareholders.

     The Selling Shareholders have had the following positions,  offices, and/or
material  relationships  with the Company and/or its affiliates  during the past
three years (other than as a holder of the Company's securities):

          Bert E. Brodsky            Director, Chairman of the Board,
                                      Chief Executive Officer
          Gerald Shapiro            Director, Vice Chairman of the Board,
                                      Secretary
          James Bigl                President
          David Gershen             Chief Financial Officer, Treasurer
          Tery Baskin               Chief Operating Officer
          Kenneth J. Daley          Director
          Ronald L. Fish            Director
          Gerald Angowitz           Director
          Paul J. Konigsberg        Director

                              PLAN OF DISTRIBUTION

     The Shares set forth in the "Selling Shareholders" table may be sold by the
Selling Shareholders, or by pledgees, donees, transferees or other successors in
interest, either pursuant to the Registration Statement of which this Prospectus
forms a part or, if available,  under Section 4(1) of the Securities Act or Rule
144 promulgated thereunder.

     To the Company's  knowledge,  this offering is not being underwritten.  The
Company  believes  that  the  Selling  Shareholders,   directly  through  agents
designated from time to time, or through  broker-dealers or underwriters also to
be designated  (who may purchase as principal and resell for their own account),
may sell the  Shares  from  time to time,  in or  through  privately  negotiated
transactions,  or in one or more transactions,  including block transactions, on
the NASDAQ National Market or on any other market or stock exchange on which the
Shares  may be listed  in the  future  pursuant  to and in  accordance  with the
applicable rules of such market or exchange, or otherwise.  The selling price of
the Shares may be at market  prices  prevailing  at the time of sale,  at prices
relating to such prevailing market prices or at negotiated prices.  From time to
time and to the extent permitted by law, the Selling  Shareholders may engage in
short sales against the box, puts and calls and other transactions in securities
of the Company or  derivatives  thereof,  and may sell and deliver the Shares in
connection  therewith.   Further,  except  as  set  forth  herein,  the  Selling
Shareholders  are not restricted as to the number of shares which may be sold at
any one time,  and it is possible that a  significant  number of shares could be
sold at the same time, which may have a depressive effect on the market price of
the Company's shares of Common Stock.

     The Selling  Shareholders  may also pledge Shares as collateral  for margin
accounts,  and  such  shares  could  be  resold  pursuant  to the  terms of such
accounts.  Resales or reoffers of the Shares by the Selling Shareholders must be
accompanied by a copy of this Prospectus.

     The Selling  Shareholders  and any agents,  broker-dealers  or underwriters
that  participate  in  the  distribution  of the  Shares  may  be  deemed  to be
underwriters,  and  any  profit  on the  sale of the  Shares  by  them,  and any
discounts,  commissions  or  concessions  received by them,  may be deemed to be
underwriting commissions or discounts under the Securities Act.

                                  LEGAL MATTERS

     Matters relating to the legality of the securities being offered hereby are
being passed upon for the Company by Jonathan  Friedman,  Esq., c/o the Company,
26 Harbor  Park  Drive,  Port  Washington,  NY  11050.  Mr.  Friedman  is a Vice
President of and is Legal Counsel to the Company.

                                     EXPERTS

     The  consolidated  financial  statements of the Company as of June 30, 2001
and for the year then  ended  appearing  in the Form 10-K have been  audited  by
Goldstein Golub Kessler LLP, independent  auditors, as set forth in their report
thereon included therein and incorporated herein by reference.  The consolidated
financial  statements  of the  Company as of June 30, 2000 and for the two years
then ended  appearing in the Form 10-K have been  audited by BDO  Seidman,  LLP,
independent  auditors, as set forth in their report thereon included therein and
incorporated  by  reference.   Such   consolidated   financial   statements  are
incorporated  herein by reference in reliance  upon such reports  given upon the
authority of such firms as experts in accounting and auditing.

                             ADDITIONAL INFORMATION

     The Company has filed a  Registration  Statement on Form S-8 (together with
all amendments thereto, the "Registration  Statement") with the Commission under
the Securities Act of 1933, as amended,  with respect to the securities  offered
hereby. This Prospectus does not contain all of the information set forth in the
Registration Statement.  For further information with respect to the Company and
the securities offered hereby,  reference is made to the Registration  Statement
and to the  exhibits  filed  therewith,  copies  of which may be  obtained  upon
payment of a fee prescribed by the Commission, or may be examined free of charge
at the public  reference  facilities  maintained by the  Commission at Judiciary
Plaza, 450 Fifth Street,  N.W.,  Washington,  D.C. 20549. Each statement made in
this Prospectus  referring to a document filed as an exhibit to the Registration
Statement is  qualified by reference to the exhibit for a complete  statement of
its terms and conditions.

                              AVAILABLE INFORMATION

     The Company  files  reports,  proxy and  information  statements  and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports,  statements  and  other  information  filed  by the  Company  with  the
Commission  can be  inspected  and  copied  at  prescribed  rates at the  public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street,  N.W.,  Washington,  D.C. 20549. The public may obtain information about
the  operation  of the  Public  Reference  Room by  calling  the  Commission  at
1-800-SEC-0330.  Furthermore,  the Commission maintains a Web site that contains
reports,  proxy and information  statements and other information  regarding the
Company. The address of such Web site is http://www.sec.gov.