SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the quarterly period ended October 31, 1999

                                       OR

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the transition period from ______________to ______________

                         Commission file number 0-12927

                         NATIONAL HOME HEALTH CARE CORP.
              ----------------------------------------------------
             (Exact name of Registrant as Specified in Its Charter)


               Delaware                                  22-2981141
 ------------------------------               --------------------------------
(State or Other Jurisdiction of               (IRS Employer Identification No.)
 Incorporation or Organization)


                700 White Plains Road, Scarsdale, New York 10583
             -----------------------------------------------------
             (Address of Principal Executive Offices with Zip Code)


         Registrant's Telephone Number Including Area Code: 914-722-9000
                                                           -------------

--------------------------------------------------------------------------------
Former Name,Former Address and Former Fiscal Year, if Changed Since Last Report.

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

APPLICABLE  ONLY TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDINGS  DURING  THE
PRECEDING FIVE YEARS:

Indicate  by check mark  whether  the  Registrant  has filed all  documents  and
reports  required by Section 12, 13 or 15(d) of the  Securities  Exchange Act of
1934 subsequent to the  distribution  of securities  under a plan confirmed by a
court. Yes    No
          ---   ---

APPLICABLE ON-Y TO CORPORATE ISSUERS:

The number of shares of common  stock  outstanding  as of December  15, 1999 was
5,048,750.


<PAGE>

                         NATIONAL HOME HEALTH CARE CORP.

                                    FORM 10-Q

                     FOR THE QUARTER ENDED OCTOBER 31, 1999

PART I.   FINANCIAL INFORMATION                                            PAGE
                                                                           ----
Item 1.   Financial Statements

          Consolidated Balance Sheets as of October 31, 1999 and July 31,
                  1999 (unaudited)                                          3-4

          Consolidated Statements of Operations for the three months
                  ended October 31, 1999 and October 31, 1998 (unaudited)    5

          Consolidated Statements of Cash Flows for the three
                  months  ended  October 31, 1999 and October
                  31, 1998 (unaudited)                                       6

          Notes to Consolidated Financial Statements                        7-8

Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations                                            9-13

PART II.  OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K                                  14

SIGNATURES                                                                  15


                                      -2-
<PAGE>

<TABLE>
<CAPTION>

                NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                    UNAUDITED

                                                                        October 31, 1999            July 31, 1999
                                                                        ----------------            -------------

ASSETS
<S>                                                                     <C>                        <C>
Current assets:
     Cash and cash equivalents                                          $      8,633,000           $      7,442,000
     Investments                                                                  18,000                    178,000
     Accounts receivable-less allowance for doubtful accounts of
         $378,000 at October 31, 1999
         and $392,000 at July 31, 1999                                        10,799,000                 10,459,000
     Income taxes receivable                                                        ----                    110,000
     Prepaid expenses and other assets                                           275,000                    181,000
     Deferred taxes                                                              417,000                    417,000
                                                                        ----------------           ----------------
         Total current assets                                                 20,142,000                 18,787,000

     Furniture, equipment and leasehold improvements, net                        637,000                    543,000
     Excess of cost over fair value of net assets of businesses
         acquired, net                                                         5,260,000                  5,334,000
     Other intangible assets, net                                              1,170,000                  1,239,000
     Deposits and other assets                                                   181,000                    189,000


         TOTAL                                                          $     27,390,000           $     26,092,000
                                                                        ================           ================
</TABLE>

  (continued)

                                      -3-
<PAGE>

<TABLE>
<CAPTION>

                NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                    UNAUDITED

                                                                        October 31, 1999            July 31, 1999
                                                                        ----------------            -------------

LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                                    <C>                         <C>
Current liabilities:

     Accounts payable and accrued expenses                              $      1,056,000           $      1,079,000
     Estimated third-party payor settlements                                      18,000                       ----
     Income taxes payable                                                        363,000                       ----
                                                                        ----------------           ----------------

         Total current liabilities                                             1,437,000                  1,079,000
                                                                        ----------------           ----------------
Stockholders' equity:
     Common stock, $.001 par value; authorized
     20,000,000 shares, issued 6,228,746 shares                                    6,000                      6,000
     Additional paid-in capital                                               18,525,000                 18,525,000
     Retained earnings                                                         9,274,000                  8,183,000
                                                                        ----------------           ----------------
                                                                              27,805,000                 26,714,000

Less treasury stock (1,163,436 and 1,124,936 shares)  at cost                 (1,852,000)                (1,701,000)
                                                                        ----------------           ----------------

         Total stockholders' equity                                           25,953,000                 25,013,000
                                                                        ----------------           ----------------

                  TOTAL                                                 $     27,390,000           $     26,092,000
                                                                        ================           ================

</TABLE>

See accompanying notes to consolidated financial statements.

                                      -4-
<PAGE>

                NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                    UNAUDITED

                                          For the three months ended October 31,
                                          --------------------------------------
                                                       1999           1998
                                                       ----         ----

Net patient revenue                                 $ 9,494,000   $ 9,205,000
                                                    -----------   -----------

Operating expenses:

     Cost of revenue                                  6,326,000     5,985,000
     General and administrative                       2,395,000     2,286,000
     Amortization of intangibles                        142,000       125,000
                                                    -----------   -----------

         Total operating expenses                     8,863,000     8,396,000
                                                    -----------   -----------

Income from operations                                  631,000       809,000

Other income (loss):
     Interest income                                     85,000       119,000
     Gain resulting from sale of subsidiary stock       943,000          --
     (Loss) from equity investee                           --        (350,000)
                                                    -----------   -----------
Income before taxes                                   1,659,000       578,000

Provision for income taxes                              568,000       392,000
                                                    -----------   -----------

NET INCOME                                          $ 1,091,000   $   186,000
                                                    ===========   ===========

Net income per share:

     Basic                                          $      0.21   $      0.04
                                                    ===========   ===========
     Diluted                                        $      0.21   $      0.04
                                                    ===========   ===========

Weighted average shares outstanding:

     Basic                                            5,081,774     5,198,491

     Diluted                                          5,088,249     5,265,754

See accompanying notes to consolidated financial statements.

                                      -5-
<PAGE>

<TABLE>
<CAPTION>


                NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    UNAUDITED

                                                                            For the three months ended October 31,
                                                                            --------------------------------------
                                                                                 1999                     1998
                                                                                 ----                     ----

Cash flows from operating activities:
<S>                                                                          <C>                         <C>
     Net income                                                              $1,091,000                  $186,000
     Adjustments to reconcile net income to net cash provided by
     operating activities:

         Depreciation and amortization                                          188,000                   155,000
         Gain resulting from sale of subsidiary stock                          (943,000)                     ----
         Loss from equity investee                                                 ----                   350,000
         Changes in:
              Accounts receivable                                              (340,000)               (1,246,000)
              Income taxes receivable/payable                                   473,000                   308,000
              Prepaid expenses and other assets                                 (86,000)                   41,000
              Accounts payable, accrued expenses and other liabilities          (23,000)                  277,000
              Estimated third party payor settlements                            18,000                   (27,000)
                                                                           ------------             -------------
                  Net cash provided by operating activities                     378,000                    44,000
                                                                            -----------            --------------
Cash flows from investing activities:
     Proceeds from sale of subsidiary stock                                     943,000                      ----
     Proceeds of investments                                                    160,000                      ----
     Purchase of property, plant and equipment                                 (139,000)                  (37,000)
     Purchase of assets of business                                                ----                (1,913,000)
     Purchase of Accredited Health Services, Inc., net of cash acquired            ----                (1,680,000)
                                                                         ----------------           -------------
                  Net cash provided by (used in) investing activities           964,000                (3,630,000)
                                                                           ------------              ------------
Cash flows from financing activities:
     Purchase of treasury shares                                               (151,000)                  (12,000)
                                                                            ------------            --------------
                  Net cash (used in) financing activities                      (151,000)                  (12,000)
                                                                            ------------            --------------

NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS                                                                   1,191,000                (3,598,000)

Cash and cash equivalents-beginning of period                                 7,442,000                10,992,000
                                                                             ----------                ----------

CASH AND CASH EQUIVALENTS-END OF PERIOD                                       8,633,000                $7,394,000
                                                                             ==========                ==========

Supplemental  disclosures of cash flow information:  Cash paid during the period
     for:

         Taxes                                                                  $93,000                   $83,000
         Interest                                                                  ----                      ----

</TABLE>

See accompanying notes to consolidated financial statements.

                                      -6-
<PAGE>

                NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

         The accompanying  unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included.  Operating  results for the three-month  period ended October 31,
1999 are not necessarily  indicative of the results that may be expected for the
year ending July 31, 2000. For further  information,  refer to the  consolidated
financial  statements  and footnotes  thereto  included in the Company's  annual
report on Form 10-K for the year ended July 31, 1999.

NOTE 2 - INITIAL PUBLIC OFFERING OF SUNSTAR HEALTHCARE, INC.

         On May 21, 1996, the initial public offering of common stock by SunStar
Healthcare,  Inc. ("SunStar") was consummated.  SunStar, formerly a wholly owned
subsidiary  of the Company,  had  comprised  the  Company's  Florida  outpatient
medical center  operations.  The Company currently owns  approximately  24.9% of
SunStar and utilizes  the equity  method of  accounting  for its  investment  in
SunStar.  As of October 31, 1999, the Company's carrying value of its investment
in SunStar is $0. During the quarter  ended  October 31, 1999,  the Company sold
146,497 shares of SunStar with sales proceeds approximating $943,000.

NOTE 3 - ACQUISITIONS

         On August 10, 1998,  the Company,  through its wholly owned  subsidiary
Health Acquisition Corp.  ("Health  Acquisition"),  acquired,  for $1,943,000 in
cash, including acquisition costs of $8,000,  certain assets of Bryan Employment
Agency,  Inc.,  d/b/a Bryan Home Care Services  ("Bryan Home Care"),  a New York
licensed  home  health  care  company  which  provides  home  care  services  in
Westchester  County,  New York. The  acquisition was accounted for as a purchase
and the cost was allocated as follows:  $285,000 to personnel files, $285,000 to
patient files,  $30,000 to furniture and equipment,  $200,000 to covenant not to
compete  and  $1,143,000  to excess of cost  over  fair  value of net  assets of
businesses  acquired.  The purchase price was generated from internal funds. The
acquisition  expanded the geographic  presence of the Company and enabled Health
Acquisition  to  become  a  participating  provider  in the  Westchester  County
Department of Social Services Medicaid  Program.  Annual revenues for Bryan Home
Care approximated $5,700,000 in calendar 1997.

         On October 30, 1998, the Company acquired all of the outstanding common
shares of  Accredited  Health  Services,  Inc.  ("Accredited").  Accredited is a
licensed  home health care

                                      -7-
<PAGE>

company that  provides  home health aide  services in Bergen,  Hudson,  Passaic,
Essex, Morris, Union, Somerset and Middlesex Counties,  New Jersey. The purchase
price of  approximately  $1,949,000  in  cash,  including  acquisition  costs of
$85,000, was generated from internal funds. The acquisition was accounted for as
a purchase. The allocation of purchase price was as follows: $1,119,000 to total
current  assets,  $59,000 to furniture and  equipment,  $40,000 to other assets,
$550,000  to  total  current  liabilities,   $4,000  to  other  liabilities  and
$1,285,000  to the  excess  of  purchase  price  over the fair  value of  assets
acquired.  Revenues from Accredited  approximated $5,300,000 for the fiscal year
ended March 31, 1998.

          On  November 1, 1999,  the  Company  acquired,  through  wholly  owned
subsidiaries  in  Connecticut,  certain  assets  of  Optimum  Care  Services  of
Connecticut,  Inc.,  Optimum Home Health of  Connecticut,  Inc. and Optimum Home
Care of Connecticut,  Inc., (the "Optimum  Entities").  The assets were acquired
from a  court-appointed  Chapter 7 Trustee for a purchase price of $4,400,000 in
cash,  which amount was generated from internal funds of the Company.  The final
purchase price was determined through an auction process conducted at the United
States Bankruptcy Court for the District of  Massachusetts.  The assets acquired
included certain,  but not all, machinery,  equipment,  intangibles and accounts
receivable.  The acquisition  represents the Company's opportunity to expand its
Connecticut  operations  into  additional  areas in the  state.  The  Company is
operating  the acquired  assets under the Company's  pre-existing  subsidiary in
Connecticut,  New England Home Care, Inc. ("New England"), and a recently formed
subsidiary, Connecticut Staffing Works Corp.

         The Optimum Entities had been engaged in the business of providing home
health care, staffing and related services in Connecticut,  including a Medicare
certified  and  licensed  home  health care  agency and an  affiliate  providing
staffing services.

NOTE 4 - PER SHARE DATA
<TABLE>
<CAPTION>


                                                     October 31, 1999                 October 31, 1998
                                               ---------------------------       --------------------------
                                                  Income          Shares            Income         Shares
                                                  ------          ------            ------         ------
Basic EPS:
<S>                                            <C>               <C>               <C>            <C>
         Net Income                            $1,091,000        5,081,774         $186,000       5,198,491
Effective of dilutive securities -
         common stock options                                        6,475                -         67,263
                                               ----------        ---------         --------       ---------

Diluted EPS                                    $1,091,000        5,088,249         $186,000       5,265,754
                                               ==========        =========         ========       =========

</TABLE>

                                      -8-
<PAGE>

ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations.

         The following  discussion and analysis  provides  information which the
Company's  management believes is relevant to an assessment and understanding of
the Company's  results of operations and financial  condition.  This  discussion
should  be  read  in  conjunction  with  the  attached  consolidated   financial
statements  and  notes  thereto,   and  with  the  Company's  audited  financial
statements and notes thereto for the fiscal year ended July 31, 1999.

         This discussion contains forward-looking statements that are subject to
a number of known and  unknown  risks that,  in  addition  to general  economic,
competitive  and  other  business   conditions,   could  cause  actual  results,
performance  and  achievements  to differ  materially  from those  described  or
implied in the forward-looking statements.

         The  Company is  subject to  significant  external  factors  that could
significantly  impact its business,  including  changes in Medicare and Medicaid
reimbursement,  government  fraud and abuse  initiatives  and other such factors
that are beyond the control of the  Company.  These  factors,  as well as future
changes in  reimbursement,  could cause future results to differ materially from
historical results.

         The Balanced  Budget Act of 1997,  as amended  (the "Act"),  was signed
into law on August 5, 1997.  Under the Act,  for cost  reports  beginning  on or
after October 1, 1997,  Medicare-reimbursed  home health  agencies are currently
reimbursed  under an interim  payment system ("IPS") for a two-year period prior
to the  implementation of a prospective  payment system.  Under IPS, home health
care  providers are  reimbursed  the lower of (i) their actual costs,  (ii) cost
limits based on 105% of median  costs of  freestanding  home health  agencies or
(iii) an  agency-specific  per patient  cost  limit,  based on 98% of 1994 costs
adjusted for inflation.  Prior to the implementation of IPS, Medicare reimbursed
providers on a reasonable cost basis subject to  program-imposed  cost per visit
limitations. The Act calls for payments to Medicare providers for cost reporting
periods  beginning on or after October 1, 2000 to be made in  accordance  with a
prospective  payment system to be established by the Secretary of the Department
of Health and Human Services.

         The new IPS cost limits were applied to the Company's Connecticut-based
Medicare  certified  nursing agency for the cost reporting period beginning July
1, 1998. The Company determined that these new limits would reduce reimbursement
for the  Medicare  services it  provides.  Accordingly,  in May 1998 the Company
combined  its  operations  in  Connecticut  by merging  its  Medicare  certified
subsidiary  with  its  licensed  agency   subsidiary  to  increase   operational
efficiencies.

         The  implementation  of IPS has resulted in a decrease in revenues from
the Company's Medicare certified agency. In addition,  the Company's  operations
in New York and New Jersey are dependent upon referrals, primarily from Medicare
certified  home health care  agencies,


                                      -9-
<PAGE>

whose  reimbursement has been adversely affected.  Accordingly,  there can be no
assurance  that the  Company's  future  referrals  will not  result  in  reduced
reimbursement rates or reduced volume of business.

Results of Operations and Effects of Inflation
----------------------------------------------

         For the three  months  ended  October 31,  1999,  net  patient  revenue
increased $289,000,  or 3.1%, to $9,494,000 from $9,205,000 for the three months
ended October 31, 1998. This increase is attributable to the revenues  generated
from the  acquisition on October 31, 1998 of Accredited of $1,176,000  offset by
the decline in same source revenues of ($887,000),  or (9.6%). Over the periods,
net patient  revenue from Health  Acquisition,  the  subsidiary  providing  home
health care services in the New York metropolitan area, decreased ($611,000), or
(9.3%),  to $5,953,000  from  $6,564,000.  This decrease is  attributable to the
continued decline in hours and, in some cases, a decrease in reimbursement rates
from the Medicare  certified  home health care agencies that Health  Acquisition
contracts with, as a result of the implementation of IPS. Over the periods,  net
patient revenue from New England,  the subsidiary that is Medicare certified and
licensed in the state of  Connecticut,  decreased  ($276,000),  or  (10.5%),  to
$2,365,000  from  $2,641,000.  This decrease is  attributable  to the decline in
Medicare revenue of ($163,000),  or (20%), and a decline in non-Medicare revenue
of ($113,000), or (6.4%). The decrease in both Medicare and non-Medicare revenue
is the result of the change in Medicare reimbursement from cost reimbursement to
IPS.

         Cost of revenue as a  percentage  of net patient  revenue  increased to
66.6% for the three months ended  October 31, 1999 from 65% for the three months
ended October 31, 1998. This increase is primarily attributable to the decreases
in certain  reimbursement  rates from other  existing  Medicare  certified  home
health care agencies that the Company  contracts with, as a result of the change
in the Medicare reimbursement system.

         General and  administrative  expenses increased  $109,000,  or 4.7%, to
$2,395,000  for the three months ended October 31, 1999 from  $2,286,000 for the
three  months ended  October 31,  1998.  This  increase is  attributable  to the
additional general and administrative  expenses incurred from the acquisition of
Accredited, offset by the decline in general and administrative expenses in both
Health Acquisition and New England.  These declines are the result of reductions
in back office  expenses to offset the decrease in revenue.  As a percentage  of
net patient revenue,  general and administrative expenses increased to 25.2% for
the three  months  ended  October 31, 1999 from 24.8% for the three months ended
October 31, 1998.

          Amortization of intangibles increased to $142,000 for the three months
ended  October 31, 1999 from  $125,000 for the three  months  ended  October 31,
1998. This increase is attributable to the acquisition of Accredited.


                                      -10-
<PAGE>

         As  a  result  of  the  foregoing,  income  from  operations  decreased
($178,000),  or (22%),  to $631,000 for the three months ended  October 31, 1999
from $809,000 for the three months ended October 31, 1998.

         Interest income decreased (28.6%) to $85,000 for the three months ended
October 31, 1999 from $119,000 for the three months ended October 31, 1998. This
decrease is attributable to cash used in investing activities resulting from the
acquisitions of Bryan Home Care and Accredited.

         During the three months ended October 31, 1999, the Company  recorded a
gain from the sale of subsidiary stock in the amount of $943,000  resulting from
the sale of 146,497 shares of SunStar.  As a result of these sales,  the Company
owned  approximately  25.5% of SunStar as of October 31, 1999.  During the three
months ended October 31, 1998, the Company  recorded a loss from equity investee
of  ($350,000),  representing  the  Company's  share of the net loss reported by
SunStar for the same period.

         The  Company's  effective  tax rate  decreased  to 34.2%  for the three
months ended  October 31, 1999 from 67.8% for the three months ended October 31,
1998.  This decrease is  attributable  to the  Company's  share of SunStar's net
loss,  in which no income tax benefit was  recorded  for the three  months ended
October 31, 1998.  Excluding the gain on sale of subsidiary stock in the current
three  month-period and the tax effect of loss from equity investee in the prior
period,  the  effective  tax rate  increased to 42.7% for the three months ended
October 31, 1999,  as compared to 42.2% for the three  months ended  October 31,
1998.

         The rate of  inflation  had no material  effect on  operations  for the
three months ended October 31, 1999.

Financial Condition and Capital Resources
-----------------------------------------

         Current  assets  increased  to  $20,142,000  and  current   liabilities
increased to $1,437,000,  respectively, at October 31, 1999. This resulted in an
increase in working  capital of $997,000,  from  $17,708,000 at July 31, 1999 to
$18,705,000 at October 31, 1999. Cash and cash equivalents increased $1,191,000,
to $8,633,000 at October 31, 1999 from $7,442,000 at July 31, 1999. The increase
in both working  capital and cash is primarily  attributable  to the proceeds of
$943,000  from the sale of SunStar  stock during the quarter  ended  October 31,
1999.

         On  November  1, 1999,  the  Company  acquired,  through  wholly  owned
subsidiaries  in  Connecticut,  certain  assets of the  Optimum  Entities  for a
purchase price of $4,400,000 in cash.

         The Company provided net cash from operating activities of $378,000 for
the three months ended  October 31, 1999 as compared to net cash  provided  from
operating activities of $44,000 for the three months ended October 31, 1998. The
increase in operating cash flow of $334,000 is  attributable  to the net changes
in current assets and current liabilities of $689,000,


                                      -11-
<PAGE>


offset by the  decline  of  ($355,000)  in cash flow  from  operations  over the
comparable  period of 1998.  Net cash provided by investing  activities  for the
three months  ended  October 31, 1999  reflects  the  proceeds  from the sale of
subsidiary  stock  and  proceeds  of  investments,  offset  by the  purchase  of
equipment.  Net cash used in  investing  activities  for the three  months ended
October 31, 1998 reflects the  acquisition  made by the Company and the purchase
of equipment.  Net cash used in financing  activities for the three months ended
October 31, 1999 and October 31, 1998 reflects the purchase of treasury shares.

         The Company has available a $2,000,000  secured line of credit with its
bank. In addition, a subsidiary of the Company has a secured line of credit. The
maximum  amount  that can be borrowed  under the  subsidiary's  secured  line of
credit may not exceed the lesser of eligible accounts  receivable or $2,000,000.
Both credit  facilities bear interest at the alternate base  commercial  lending
rate of the bank and expire January 31, 2000. At October 31, 1999,  there was no
outstanding  balances  under  either line of credit.  The  company is  currently
considering  increasing its credit  facilities in light of the Company's reduced
working  capital  availability  as a result  of its  recent  acquisition  of the
Optimum Entities.

         The  Company  intends to meet its short and long term  liquidity  needs
with its current cash balances, cash flow from operations and available lines of
credit.  The  Company  believes  that its cash  balances  also will  allow it to
continue to make  acquisitions  in the home health care field without  affecting
its liquidity needs.

         The  Company  has  continued  for an  additional  year its  program  to
repurchase  its  Common  Stock.  Purchases  in  the  aggregate  amount  of up to
$1,000,000 in purchase  price during the one-year  extension  would be made from
time to time in the open market and through privately  negotiated  transactions,
subject to general  market and other  conditions.  The buyback  program  will be
financed out of existing cash or cash equivalents.

Year 2000 Compliance
--------------------

         The Year 2000  issue is the  result of  computer  programs  which  were
written using two digits rather than four to define the applicable year. Certain
purchased  systems  used by the  Company,  and for  which the  Company  does not
control the  programming  code, use two digits for the year.  During the quarter
ended October 31, 1999,  the systems used by Health  Acquisition  and Accredited
were  replaced with new systems that better meet the  information  needs as they
expand and deal with the current  operating  environment.  The Company  believes
that these  conversions will provide  compliance with the requirements to handle
the Year 2000 issue with no significant operational concerns. The current system
utilized by New England is a relatively  new operating  system.  The Company has
been  advised by the system  vendor that all  required  changes  necessary to be
compliant with the year 2000 issue have been substantially  completed.  However,
there is no guarantee that the Company's  expected results will be achieved.  In
addition, actual results could differ materially from those expected results.


                                      -12-
<PAGE>


         The Company  depends on receipt of payment for services  from its payor
sources, most of which utilize computer software to process those payments.  The
Company's  primary  payors  include  Medicare and Medicaid  programs,  insurance
companies,  other  certified  home health  agencies  and  long-term  health care
provider  programs.  The  Company  has  begun  formal  communications  with  its
significant  payors  to  determine  the  extent  to  which  the  Company  may be
vulnerable  to those payors'  failures to remediate  their own year 2000 issues.
The Company is currently  unable to predict  what effect,  if any, the year 2000
issue may have on the  computer  systems of those  payors,  or, in turn,  on the
Company.




                                      -13-
<PAGE>




PART II.   OTHER INFORMATION

Item 6. Exhibits and reports on Form 8-K

                  (a)      Exhibits:

             Exhibit
             Number                       Document
             ------                       --------

              10.1*   Second Amendment to Employment Agreement dated as of
                      October 7, 1999 between the Registrant and Steven Fialkow.
              10.2*   The   Registrant's   Employee   Savings   and  Stock
                      Investment Plan under Section 401(k) of the Internal
                      Revenue Code, effective as of January 1, 1999.

              27.1*   Financial Data Schedule.

         -----------------------------
         *Filed herewith

                  (b) Reports on Form 8-K:

                  1.  Form 8-K dated November 1, 1999, Item 2:  Acquisition
                      by the  Company  of  certain of the assets of Optimum
                      Care  Services of  Connecticut,  Inc.,  Optimum  Home
                      Health of  Connecticut,  Inc. and Optimum Home Health
                      Care of Connecticut, Inc.




                                      -14-
<PAGE>


                                   SIGNATURES
                                   ----------

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.


                                  NATIONAL HOME HEALTH CARE CORP.

Date:  December 15, 1999          By: /s/ Robert P. Heller
                                      ------------------------------------------
                                      Name: Robert P. Heller
                                      Title: Vice President of Finance and Chief
                                      Financial Officer