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, 2002
                                    ----------------

                                       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,  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 ONLY TO CORPORATE ISSUERS:

The number of shares of common  stock  outstanding  as of December  13, 2002 was
5,560,830.

<PAGE>

                         NATIONAL HOME HEALTH CARE CORP.

                                    FORM 10-Q

                     FOR THE QUARTER ENDED OCTOBER 31, 2002


PART I.        FINANCIAL INFORMATION                                        Page
                                                                            ----

Item 1.        Condensed Consolidated Financial Statements:

                    Balance Sheets as of October 31, 2002 and
                    July 31, 2002 (unaudited)                               3-4

                    Statements of Operations for the three
                    months ended October 31, 2002 and October
                    31, 2001 (unaudited)                                     5

                    Statements of Cash Flows for the three
                    months ended October 31, 2002 and October
                    31, 2001 (unaudited)                                     6

                    Notes to Consolidated Financial Statements              7-8

Item 2.        Management's  Discussion and Analysis of Financial
               Condition and Results of Operations                          9-12

Item 4.        Controls and Procedures                                     12-13

PART II.       OTHER INFORMATION

Item 1.        Legal Proceedings                                              14

Item 6.        Exhibits and Reports on Form 8-K                               15

SIGNATURES                                                                    16

<PAGE>

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

<TABLE>
<CAPTION>

                                                             October 31, 2002      July 31, 2002
                                                             ----------------      -------------

ASSETS
<S>                                                        <C>                  <C>
Current:
   Cash and cash equivalents                               $     12,808,000     $     15,341,000
   Investments                                                       22,000               35,000
   Accounts receivable-less allowance for possible
      losses of $662,000 and $691,000                            16,871,000           16,382,000
   Prepaid expenses and other assets                                928,000              778,000
   Income taxes receivable                                               --              234,000
   Deferred income taxes                                             77,000              295,000
                                                           ----------------     ----------------

      Total current assets                                       30,706,000           33,065,000

   Furniture, equipment and leasehold
      improvements, net                                             889,000              857,000
   Goodwill                                                       9,054,000            7,366,000
   Other intangible assets, net                                   2,550,000            1,406,000
   Deferred income taxes                                            543,000               515,000
   Deposits and other assets                                        315,000              303,000
                                                           ----------------     ----------------

      TOTAL                                                $     44,057,000     $     43,512,000
                                                           ================     ================

</TABLE>

  (continued)


                                      -3-

<PAGE>

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

<TABLE>
<CAPTION>

                                                  October 31, 2002      July 31, 2002
                                                  ----------------      -------------

LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                <C>                   <C>
Current liabilities:
   Accounts payable and accrued expenses           $  2,486,000          $  3,581,000
   Estimated third-party payor settlements              737,000               912,000
   Deferred revenue                                     399,000               340,000
   Income taxes payable                                 317,000                    --
                                                   ------------          ------------

       Total current liabilities                      3,939,000             4,833,000
                                                   ------------          ------------

Stockholders' equity:
   Common stock, $.001 par value; authorized
     20,000,000 shares, issued 6,902,819 shares           7,000                 7,000
   Additional paid-in capital                        25,552,000            25,552,000
   Retained earnings                                 17,313,000            15,839,000
                                                   ------------          ------------

                                                     42,872,000            41,398,000

   Less treasury stock (1,333,829 and 1,329,979
   shares) at cost                                   (2,754,000)           (2,719,000)
                                                   ------------          ------------

       Total stockholders' equity                    40,118,000            38,679,000
                                                   ------------          ------------

               TOTAL                               $ 44,057,000          $ 43,512,000
                                                   ============          ============

</TABLE>

          See accompanying notes to consolidated financial statements.


                                      -4-

<PAGE>

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

<TABLE>
<CAPTION>

                                                   For the three months ended October 31,
                                                   --------------------------------------
                                                          2002              2001
                                                          ----              ----

<S>                                                   <C>               <C>
Net patient revenue                                   $22,939,000       $20,274,000
                                                      -----------       -----------

Operating expenses:
   Cost of revenue                                     14,740,000        12,926,000
   General and administrative                           5,603,000         4,824,000
   Amortization of intangibles                            140,000           137,000
   Provision for possible losses                           50,000           115,000
                                                      -----------       -----------

      Total operating expenses                         20,533,000        18,002,000
                                                      -----------       -----------

Income from operations                                  2,406,000         2,272,000

Other income:
   Interest                                                55,000            78,000
                                                      -----------       -----------

Income before taxes                                     2,461,000         2,350,000

Provision for income taxes                                987,000           936,000
                                                      -----------       -----------

Net income                                            $ 1,474,000       $ 1,414,000
                                                      ===========       ===========

Net income per common share:
   Basic                                              $      0.26       $      0.26
                                                      ===========       ===========

   Diluted                                            $      0.26       $      0.24
                                                      ===========       ===========

Weighted average number of shares outstanding:
   Basic                                                5,570,779         5,458,579
                                                      ===========       ===========

   Diluted                                              5,777,343         5,774,459
                                                      ===========       ===========

</TABLE>

          See accompanying notes to consolidated financial statements.


                                      -5-

<PAGE>

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

<TABLE>
<CAPTION>

                                                                      For the three months ended October 31,
                                                                      --------------------------------------
                                                                               2002            2001
                                                                               ----            ----
Cash flows from operating activities:
<S>                                                                       <C>             <C>
   Net income                                                             $  1,474,000    $  1,414,000
   Adjustments to reconcile net income
   to net cash provided by operating activities:
        Depreciation and amortization                                          209,000         199,000
        Allowance for possible losses, net of writeoffs                         29,000         (35,000)
        Deferred income taxes                                                  190,000              --
        Unrealized loss on investments                                          13,000          13,000
        Tax expense realized from the exercise of stock options by                  --          90,000
        employees
        Changes in assets and liabilities:
                Accounts receivable                                           (518,000)        398,000
                Prepaid expenses and other                                    (162,000)        363,000
                Accounts payable and accrued expenses                       (1,095,000)       (240,000)
                Estimated third-party payor settlements                       (175,000)       (266,000)
                Income taxes payable                                           551,000         628,000
                Deferred revenue                                                59,000         (83,000)
                                                                          ------------    ------------
                    Net cash provided by operating activities                  575,000       2,481,000
                                                                          ------------    ------------

Cash flows from investing activities:
   Purchase of furniture, equipment and leasehold improvements                 (50,000)        (40,000)
   Purchase of assets of business                                           (3,023,000)        (85,000)
   Other                                                                            --         (54,000)
                                                                          ------------    ------------
                    Net cash used in investing activities                   (3,073,000)       (179,000)
                                                                          ------------    ------------

Cash flows from financing activities:
   Proceeds from exercise of stock options                                          --          93,000
   Purchase of treasury shares                                                 (35,000)        (33,000)
                                                                          ------------    ------------
                    Net cash provided by (used in) financing activities        (35,000)         60,000
                                                                          ------------    ------------

Net increase (decrease) in cash and cash equivalents                        (2,533,000)      2,362,000

Cash and cash equivalents-beginning of period                               15,341,000       9,082,000
                                                                          ------------    ------------

Cash and cash equivalents-end of period                                   $ 12,808,000    $ 11,444,000
                                                                          ============    ============

Supplemental disclosures of cash flow information:
   Cash paid during the period for:
       Taxes                                                              $    246,000    $    218,000
       Interest                                                                  5,000              --

</TABLE>

          See accompanying notes to consolidated financial statements.


                                      -6-

<PAGE>

                NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

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,
2002 are not necessarily  indicative of the results that may be expected for the
year ending July 31, 2003. 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, 2002.

NOTE 2 - ACQUISITIONS

     On September 3, 2002,  the Company,  through a  newly-formed  subsidiary in
Massachusetts  acquired  certain assets of Medical  Resources,  Inc. and related
entities  ("Medical  Resources").  Medical  Resources  provides home health care
services  throughout  Massachusetts.  The purchase  price of $2,623,000 in cash,
including  acquisition costs of $73,000,  was financed using internal funds. The
acquisition was accounted for as a purchase.

NOTE 3 - RECLASSIFICATIONS

     Certain   reclassifications  have  been  made  in  prior  years'  financial
statements to conform to classifications used in the current period.


                                      -7-

<PAGE>

NOTE 4 - NET INCOME PER SHARE DATA

A reconciliation of shares used in calculating basic and diluted net income per
share is as follows:

<TABLE>
<CAPTION>

                                       For the three months ended October 31,
                                 -------------------------------------------------
                                           2002                     2001
                                           ----                     ----

                                   Income        Shares      Income        Shares
Basic EPS:
<S>                              <C>           <C>         <C>           <C>
       Net income                $1,474,000    5,570,779   $1,414,000    5,458,579

Effect of dilutive securities-           --      206,564           --      315,880
                                 ----------   ----------   ----------   ----------

Diluted EPS:                     $1,474,000    5,777,343   $1,414,000    5,774,459
                                 ==========   ==========   ==========   ==========

</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, 2002.

     Except for historical  information  contained  herein,  certain matters set
forth in this  report  are  forward-looking  statements  that are  dependent  on
certain risks and  uncertainties,  including such factors,  among others, as the
ability of the Company to identify,  consummate and integrate on favorable terms
acquisitions  or market  penetrations,  as to which  there can be no  assurance,
market  acceptance,  pricing  and demand for the  Company's  services,  changing
regulatory  environment,  changing economic  conditions,  ability to attract and
retain qualified  personnel,  ability to manage the Company's growth,  and other
risks  detailed in the Company's  other filings with the Securities and Exchange
Commission.

     The  Company  is  subject  to  significant   external  factors  that  could
significantly   impact  its   business,   including   potential   reductions  in
reimbursement  rates by  Medicare,  Medicaid  and  third  party  payors  for the
Company's services,  retroactive  adjustments due to prior year audits,  reviews
and  investigations,  government  fraud and  abuse  initiatives  and other  such
factors that are beyond the control of the Company.  These  factors  could cause
future results to differ materially from historical results.

     The Balanced  Budget Act (the "Act") was signed into law on August 5, 1997.
Under the Act, until October 1, 2000,  Medicare  certified home health  agencies
were  reimbursed  under the interim payment system ("IPS") for a two-year period
prior to the  implementation  of a prospective  payment system.  Under IPS, home
health care providers were 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.  Effective  October 1, 2000, under the prospective  payment system,
the last  remaining  phase under the Act,  Medicare now  reimburses  providers a
predetermined base payment. The payment is adjusted for the health condition and
care  needs  of  the  beneficiary  and  is  also  adjusted  for  the  geographic
differences in wages across the country.  Medicare provides home health agencies
with payments for 60-day  "episodes of care".  The final piece of the Act called
for a 15% cut in Medicare reimbursement  effective October 1, 2002. To date, the
change  to the  prospective  payment  system  has not had a  material  impact on
reimbursement  to the Company;  however,  there can be no assurance  that future
reimbursement  under the  prospective  payment system will not result in reduced
reimbursement rates.

     The  implementation  of IPS resulted in a decrease in Medicare revenue from
the Company's Medicare certified agency. In addition,  the Company's  operations
in New York and

<PAGE>

New Jersey are dependent upon referrals,  primarily from Medicare certified home
health care agencies, whose reimbursement had been adversely affected. Under the
prospective payment system,  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, 2002, net patient revenue  increased
$2,665,000, or 13.1%, to $22,939,000 from $20,274,000 for the three months ended
October 31, 2001. This increase is primarily  attributable to the acquisition of
Medical  Resources,  which generated net patient revenue for the last two months
of the recent period in  Massachusetts  of $1,370,000.  The net patient  revenue
increase also included $731,000 of continued  successful  market  penetration of
existing  markets.  Lastly,  the net  patient  revenue  increase  also  included
$564,000  from the  Company's  expansion of its  operations  in New York and New
Jersey to include staffing and related personnel to hospitals, nursing homes and
facilities.

     Gross profit margin decreased  slightly to 35.7% for the three months ended
October 31, 2002 from 36.2% for the three  months ended  October 31, 2002.  This
decrease is  primarily  attributable  to lower gross  profit  margins on the new
staffing  operations  and,  in  addition,  the Company  did not  experience  any
increase in its Medicaid  reimbursement  rates in Connecticut,  New York and New
Jersey during the recent three-month period.

     General  and  administrative  expenses  increased  $779,000,  or 16.1%,  to
$5,603,000  for the three months ended October 31, 2002 from  $4,824,000 for the
three months ended October 31, 2001. This increase is primarily  attributable to
additional  administrative  personnel and occupancy costs incurred in connection
with the  acquisition  of Medical  Resources  and the expansion of the Company's
services to include staffing and related  operations in New York and New Jersey.
In addition,  the Company has  experienced  significant  increases in all of its
insurance costs, as well as increased  professional fees. As a percentage of net
patient revenue,  general and administrative expenses increased to 24.4% for the
three  months  ended  October  31,  2002 from 23.8% for the three  months  ended
October 31, 2001.

     Amortization  of  intangibles  increased  $3,000 to $140,000  for the three
months ended  October 31, 2002 from  $137,000 for the three months ended October
31, 2001. This increase results from additional such  amortization  attributable
to  the  Company's   acquisition  of  Medical   Resources,   offset  by  reduced
amortization of intangibles from previous  acquisitions that have now been fully
amortized.

     The Company  recorded an allowance  for possible  losses of $50,000 for the
three  months  ended  October 31,  2002,  as compared to $115,000  for the three
months  ended  October 31, 2001.  The Company had reserved  against its accounts
receivable  in the  previous  period as a result of the  Company  entering  into
contracts with many new payor sources over the past two years.


                                      -10-

<PAGE>

     As a result of the foregoing, income from operations increased $134,000, or
5.9%, to $2,406,000 for the three months ended October 31, 2002 from  $2,272,000
for the three months ended October 31, 2001.

     Interest income decreased  ($23,000),  or (29.5%), to $55,000 for the three
months ended  October 31, 2002 from  $78,000 for the three months ended  October
31,  2001.  This  decrease  is  attributable  to the lower cash  balances of the
Company,  as a result of the acquisition of Medical  Resources and the continued
decline in interest rates.

     The Company's  effective tax rate increased slightly to 40.1% for the three
months ended  October 31, 2002 from 39.8% for the three months ended October 31,
2001.

     Net income increased $60,000, or 4.2%, to $1,474,000,  or $0.26 per diluted
share, in the three months ended October 31, 2002 from  $1,414,000,  or $.24 per
diluted share, in the three months ended October 31, 2001. This increase and the
increase in net patient  revenue over the periods,  as well as over other recent
periods,  is  attributable  principally  to  the  Company's  expansions  of  its
operations  through  penetrations  of  markets  vacated by  competitors  and the
successful  integration of the Company's  acquisitions  over the past two years.
Such increases would not be expected to continue at the same rate, if at all, in
the  absence of future such  acquisitions  or market  penetrations,  as to which
there can be no assurance.

     The rate of inflation had no material  effect on  operations  for the three
months ended October 31, 2002.

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

     Current assets decreased to $30,706,000 and current  liabilities  decreased
to $3,939,000, respectively, at October 31, 2002. This resulted in a decrease in
working capital of ($1,465,000) from $28,232,000 at July 31, 2002 to $26,767,000
at October  31,  2002.  Cash and cash  equivalents  decreased  ($2,533,000),  to
$12,808,000 at October 31, 2002 from $15,341,000 at July 31, 2002. This decrease
in cash and working capital is attributable to the cash used for the acquisition
of Medical Resources.

     The Company provided net cash from operating activities of $575,000 for the
three  months ended  October 31, 2002 as compared to cash  provided by operating
activities  of  $2,481,000  for the three  months ended  October 31,  2001.  The
decrease in cash provided by operating  activities of ($1,906,000),  or (76.8%),
is  attributable  to  an  increase  in  operating  assets,   primarily  accounts
receivable,  of  ($2,296,000),  offset by an increase in operating  cash flow of
$234,000  and  an  increase  in  operating  liabilities  of  $156,000  over  the
comparable  period for the three months ended October 31, 2001. Net cash used in
investing  activities for the three months ended October 31, 2002,  consisted of
the purchase of assets of businesses and the purchase of equipment. The net cash
used in  investing  activities  for the three  months  ended  October  31,  2001
consisted of the purchase of assets of businesses, equipment and other investing
activities.  Net cash used in  financing  activities  for the three months ended
October 31, 2002 consisted of the purchase of treasury shares. Net cash provided
by financing activities for the three months


                                      -11-

<PAGE>

ended  October 31, 2001  consisted  of the  proceeds  from the exercise of stock
options, offset by the purchase of treasury shares.

     The nature of the Company's  business  requires  weekly  payments to health
care personnel at the time services are rendered. The Company typically receives
payment  for  these  services  on a basis  of 90 to 120  days  with  respect  to
contracted  and  insurance  business  and 15 to 45 days with  respect to certain
governmental payors, such as Medicare and Medicaid programs. Accounts receivable
turnover  was 68 days at October  31, 2002 as compared to 76 days at October 31,
2001.

     The Company has a $7,500,000  committed  revolving line of credit  facility
(the "credit  facility")  with its bank.  The credit  facility  provides for the
Company to borrow up to the lesser of  $7,500,000  or 80% of  eligible  accounts
receivable  that are aged less than 120 days at the  bank's  prime rate or LIBOR
plus 2.5%.  The credit  facility  expires on October 23, 2003 and  requires  the
Company to meet certain financial  covenants and ratios. The Company is required
to pay .25% commitment fee on unused amounts, payable quarterly in arrears.

     The  Company  intends  to  incur  capital   expenditures  of  approximately
$1,000,000  during the  current  fiscal  year in  connection  with the  proposed
implementation of new computer  software systems and hardware.  The new software
would be designed to, among other things,  update certain data input  capability
regarding services rendered at certain locations.  The Company believes that the
software  would  provide  efficiencies  in  data  organization,   retrieval  and
analysis,  both for continuing operations and in connection with certain audits.
The Company intends to fund these expenditures and otherwise meet its short term
and long term  liquidity  needs with its current cash  balances,  cash flow from
operations and its credit facility.

     In October 2002,  the Board of Directors  extended for one year its program
to repurchase  its Common Stock.  Purchases in the aggregate 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.


                                      -12-
<PAGE>

ITEM 4- CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
------------------------------------------------

     The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in the reports that the
Company is required to file under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission's rules and forms, and that such
information is accumulated and communicated to the Company's management,
including its principal executive officer and its principal financial officer,
as appropriate, to allow timely decisions regarding required disclosure.
Management necessarily applied its judgment in assessing the costs and benefits
of such controls and procedures which, by their nature, can provide only
reasonable assurance regarding management's control objectives.

     Within 90 days prior to the date of this report, the Company carried out an
evaluation,  under the supervision and with the  participation  of the Company's
management,  including  its Chief  Executive  Officer and its Vice  President of
Finance and Chief  Financial  Officer,  of the  effectiveness  of the design and
operation of its  disclosure  controls and  procedures  pursuant to Exchange Act
Rule 13a-14. Based upon the foregoing, the Company's Chief Executive Officer and
its Vice  President of Finance and Chief  Financial  Officer  concluded that the
Company's  disclosure  controls and procedures are effective in timely  alerting
them to  material  information  relating to the  Company  (and its  consolidated
subsidiaries) required to be included in its Exchange Act reports.


                                      -13-

<PAGE>

PART II.  OTHER INFORMATION

Item 1. Legal Proceedings

     Certain of the  Company's  officers  and  directors  (who  previously  were
outside directors of SunStar) (the "director  defendants"),  along with thirteen
others,  are named as  defendants  in  Department  of  Insurance of the State of
Florida v. Warren D. Stowell et al. (Circuit Court, Seminole County, Florida) in
which the plaintiff as the receiver of SunStar  Health Plan,  Inc. (a subsidiary
of SunStar),  an insolvent Florida HMO ("Plan"),  brings claims which purport to
seek alleged  damages  relating to the  insolvency of Plan. The Company is not a
party to this  action.  An amended  complaint  relating to the action  captioned
above was filed on November  17,  2000,  and on February  12, 2001 the  director
defendants  filed a motion to dismiss  the  action.  On May 7,  2001,  the Court
granted the  director  defendants'  motion to dismiss and granted the  plaintiff
leave to serve a further  amended  complaint.  On July 24, 2001,  the  plaintiff
served an amended complaint. On September 24, 2001 the director defendants filed
a motion to dismiss the amended complaint.  This motion has not been decided. On
October 30, 2002, the Florida court with  jurisdiction  over the receivership of
Plan  approved a settlement  agreement  (previously  accounted  for) between the
plaintiff and the director defendants (and others) (the  "Settlement").  In late
November 2002, two entities which have also been sued by the plaintiff (and have
not entered into any  settlement  with  plaintiff)  appealed the above  decision
approving the Settlement.

     The Company  intends to indemnify  the director  defendants  to the fullest
extent  permitted  under its by-laws and applicable  law in connection  with the
action described above,  subject to independent and disinterested Board members'
review and action with respect to the facts,  the final  details of the proposed
settlement and the eligibility and entitlement for such indemnification. At this
juncture,  it is premature to assess the likelihood of the Company incurring any
material loss by virtue of the action.


                                      -14-
<PAGE>

Item 6. Exhibits and reports on Form 8-K

               (a)  Exhibits:

                    The following exhibits are filed herewith:

     Exhibit
     Number    Description
     99.1      Certificate of Chief Executive Officer
     99.2      Certificate of Chief Financial Officer


               (b)  Reports on Form 8-K:

                    None


                                      -15-

<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 13, 2002          By: /s/ Robert P. Heller
                                      -------------------------------------
                                      Name:  Robert P. Heller
                                      Title: Vice President of Finance and Chief
                                             Financial Officer

<PAGE>

                  CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER

I, Steven Fialkow, certify that:

1.   I have reviewed this quarterly  report on Form 10-Q of National Home Health
     Care Corp.;
2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;
3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;
4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;
     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and
     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;
5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent  function):  (a) all  significant  deficiencies in the design or
     operation  of  internal   controls   which  could   adversely   affect  the
     registrant's  ability to record,  process,  summarize and report  financial
     data  and  have  identified  for the  registrant's  auditors  any  material
     weaknesses in internal controls; and
     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and
6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  December 13, 2002

                                        /s/ Steven Fialkow
                                        ----------------------------------------
                                        Steven Fialkow
                                        Chief Executive Officer

<PAGE>

                  CERTIFICATION BY PRINCIPAL FINANCIAL OFFICER

I, Robert P. Heller, certify that:

1.   I have reviewed this quarterly  report on Form 10-Q of National Home Health
     Care Corp.;
2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;
3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;
4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;
     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and
     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;
5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent  function):
     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and
     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and
6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  December 13, 2002

                                        /s/ Robert P. Heller
                                        ----------------------------------------
                                        Robert P. Heller
                                        Vice President of Finance and Chief
                                        Financial Officer