SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                   FORM 10-Q FOR QUARTER ENDED APRIL 30, 2003

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

     For the quarterly period ended April 30, 2003
                                    --------------

                                       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 ONLY TO CORPORATE ISSUERS:

The number of shares of common stock outstanding as of June 12, 2003 was
5,498,188.

<PAGE>


                         NATIONAL HOME HEALTH CARE CORP.

                                    FORM 10-Q

                      FOR THE QUARTER ENDED APRIL 30, 2003

PART I.         FINANCIAL INFORMATION                                       Page
                                                                            ----

Item 1.         Financial Statements

                Balance Sheets as of April 30, 2003 and July 31,
                  2002 (unaudited) 3-4

                Statements of Operations for the three months
                  ended April 30, 2003 and April 30, 2002 and the
                  nine months ended April 30, 2003 and April 30,
                  2002 (unaudited)                                             5

                Statements of Cash Flows for the nine months ended
                  April 30, 2003 and April 30, 2002 (unaudited)                6

                Notes to Consolidated Financial Statements                   7-8

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

Item 4.         Controls and Procedures                                       14


PART II.        OTHER INFORMATION

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

SIGNATURES                                                                    15

EXHIBIT INDEX                                                                 18


                               -2-
<PAGE>


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

<TABLE>
<CAPTION>

                                                      April 30, 2003      July 31, 2002
                                                      --------------      -------------
<S>                                                    <C>                <C>
ASSETS

Current:
    Cash and cash equivalents                          $13,260,000        $15,341,000
    Investments                                             25,000             35,000
    Accounts receivable-less allowance for
       possible losses of $620,000 and $691,000         18,789,000         16,382,000
    Prepaid expenses and other assets                      843,000            778,000
    Income taxes receivable                                 15,000            234,000
    Deferred income taxes                                  375,000            295,000
                                                       -----------        -----------
           Total current assets                         33,307,000         33,065,000

Furniture, equipment and leasehold
    improvements, net                                      900,000            857,000
Goodwill                                                10,628,000          7,366,000
Other intangible assets, net                             2,250,000          1,406,000
Deferred income taxes                                      200,000            515,000
Deposits and other assets                                  391,000            303,000
                                                       -----------        -----------
                           TOTAL                       $47,676,000        $43,512,000
                                                       ===========        ===========

(continued)



                               -3-
<PAGE>


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



                                                          April 30, 2003       July 31, 2002
                                                          --------------       -------------

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable and accrued expenses                $  3,728,000         $  3,581,000
    Estimated third-party payor settlements                   745,000              912,000
    Deferred revenue                                          518,000              340,000
                                                         ------------         ------------
           Total current liabilities                        4,991,000            4,833,000
                                                         ------------         ------------

Stockholders' equity:

    Common stock, $.001 par value; authorized
       20,000,000 shares, issued 6,903,819 shares               7,000                7,000
    Additional paid-in capital                             25,556,000           25,552,000
    Retained earnings                                      20,281,000           15,839,000
                                                         ------------         ------------
                                                           45,844,000           41,398,000

    Less: treasury stock (1,384,671 and 1,329,979
       shares) at cost                                     (3,159,000)          (2,719,000)
                                                         ------------         ------------
         Total stockholders' equity                        42,685,000           38,679,000
                                                         ------------         ------------
                           TOTAL                         $ 47,676,000         $ 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            For the nine months ended
                                                       April 30,                             April 30,
                                                --------------------------            -------------------------
                                               2003                2002              2003               2002
                                               ----                ----              ----               ----
<S>                                         <C>                <C>                <C>                <C>
Net patient revenue                         $25,120,000        $20,620,000        $72,702,000        $61,361,000
                                            -----------        -----------        -----------        -----------

Operating expenses:

   Cost of revenue                           16,374,000         13,081,000         47,070,000         38,979,000
   General and administrative                 6,020,000          5,186,000         17,605,000         15,022,000
   Amortization of intangibles                  150,000            136,000            441,000            409,000
   Provision for possible losses                 75,000             65,000            175,000            245,000
                                            -----------        -----------        -----------        -----------
     Total operating expenses                22,619,000         18,468,000         65,291,000         54,655,000
                                            -----------        -----------        -----------        -----------

Income from operations                        2,501,000          2,152,000          7,411,000          6,706,000

Other income:

   Interest                                      31,000             48,000            121,000            170,000
                                            -----------        -----------        -----------        -----------
Income before taxes                           2,532,000          2,200,000          7,532,000          6,876,000

Provision for income taxes                    1,038,000            839,000          3,090,000          2,679,000
                                            -----------        -----------        -----------        -----------

Net income                                  $ 1,494,000        $ 1,361,000        $ 4,442,000        $ 4,197,000
                                            ===========        ===========        ===========        ===========
Net income per share:
   Basic                                    $      0.27        $      0.25        $      0.80        $      0.78
                                            ===========        ===========        ===========        ===========

   Diluted                                  $      0.26        $      0.24        $      0.77        $      0.72
                                            ===========        ===========        ===========        ===========

Weighted average shares outstanding:

   Basic                                      5,549,674          5,533,217          5,561,363          5,502,732
                                            ===========        ===========        ===========        ===========

   Diluted                                    5,758,346          5,791,315          5,767,720          5,791,315
                                            ===========        ===========        ===========        ===========
</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 nine months ended April 30,
                                                                                  2003                  2002
                                                                                  ----                  ----
<S>                                                                          <C>                  <C>
Cash flows from operating activities:
   Net income                                                                $  4,442,000         $  4,197,000
   Adjustments to reconcile net income
   to net cash provided by operating activities:
      Depreciation and amortization                                               653,000              606,000
      Provision for doubtful accounts, net of writeoffs                            71,000              153,000
      Unrealized loss on investments                                               10,000               27,000
      Deferred income taxes                                                       235,000                   --
      Tax benefit realized from the exercise of stock options
         by employees                                                                  --              398,000
      Changes in assets and liabilities:
         Accounts receivable                                                   (2,478,000)            (638,000)
         Prepaid expenses and other                                              (153,000)             364,000
         Income taxes receivable                                                  219,000             (253,000)
         Accounts payable, accrued expenses and other liabilities                 147,000             (186,000)
         Estimated third-party payor settlements                                 (167,000)            (139,000)
         Deferred revenue                                                         178,000                2,000
                                                                             ------------         ------------
                  Net cash provided by operating activities                     3,157,000            4,531,000
                                                                             ------------         ------------

Cash flows from investing activities:

   Purchase of property, plant and equipment                                      (96,000)            (161,000)
   Purchase of assets of business                                              (4,706,000)             (85,000)
   Purchase of investments                                                             --              (66,000)
                                                                             ------------         ------------
                  Net cash used in investing activities                        (4,802,000)            (312,000)
                                                                             ------------         ------------

Cash flows from financing activities:

   Proceeds from exercise of stock options                                          4,000              456,000
   Purchase of treasury shares                                                   (440,000)            (156,000)
                                                                             ------------         ------------
                  Net cash provided by (used in) financing activities            (436,000)             300,000
                                                                             ------------         ------------

Net increase (decrease) in cash and cash equivalents                           (2,081,000)           4,519,000

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

Cash and cash equivalents-end of period                                      $ 13,260,000         $ 13,601,000
                                                                             ============         ============

Supplemental disclosures of cash flow information:
   Cash paid during the period for
       Taxes                                                                 $  2,637,000         $  2,533,000
       Interest                                                                    15,000                8,000
</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 and nine month  periods  ended
April  30,  2003  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  provided 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.

         On December 14, 2002, the Company, through a wholly-owned subsidiary in
New Jersey,  acquired certain assets of Mary Baker's Health Care Services,  Inc.
("Mary  Baker").  Mary Baker  provided  home health care  services in Bergen and
Passaic Counties,  New Jersey. The purchase price of $434,000 in cash, including
acquisition costs of $14,000, was financed using internal funds. The acquisition
was accounted for as a purchase.

         On March 17, 2003, the Company,  through a  wholly-owned  subsidiary in
Connecticut,  acquired  certain assets from  Professional  Relief  Nurses,  Inc.
("PRN").  PRN provided  home health care services in Hartford,  Litchfield,  New
Haven and Middlesex  Counties,  Connecticut.  The purchase  price of $1,248,000,
including  acquisition costs of $98,000,  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>

<TABLE>
<CAPTION>

NOTE 4 - NET INCOME PER SHARE DATA

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

                                                             For the three months ended
                                                                      April 30,
                                       ----------------------------------------------------------------------
                                                    2003                                    2002
                                                    ----                                    ----
                                         Income              Shares             Income                Shares
                                         ------              ------             ------                ------
<S>                                    <C>                  <C>                <C>                  <C>
Basic EPS:

         Net income                    $1,494,000           5,549,674          $1,361,000           5,533,217

Effect of dilutive securities             - - - -             208,672             - - - -             258,098
                                       ----------           ---------          ----------           ---------
Diluted EPS:                           $1,494,000           5,758,346          $1,361,000           5,791,315
                                       ==========           =========          ==========           =========


                                                              For the nine months ended
                                                                      April 30,
                                       ----------------------------------------------------------------------
                                                    2003                                    2002
                                                    ----                                    ----
                                         Income              Shares             Income                Shares
                                         ------              ------             ------                ------
Basic EPS:

         Net income                    $4,442,000           5,561,363          $4,197,000           5,502,732

Effect of dilutive securities             - - - -             206,357             - - - -             288,583
                                       ----------           ---------          ----------           ---------
Diluted EPS:                           $4,442,000           5,767,720          $4,197,000           5,791,315
                                       ==========           =========          ==========           =========
</TABLE>






                               -8-
<PAGE>


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

GENERAL

         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 and
analysis should be read in conjunction with the attached unaudited 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 included
with the Company's annual report on Form 10-K with respect to such fiscal year.

         Certain matters set forth in this report are forward-looking statements
that are dependent on certain risks and uncertainties, including but not limited
to risks and uncertainties relating to whether the Company can identify,
consummate and integrate on favorable terms acquisitions or market penetrations,
market acceptance, pricing and demand for the Company's services, changing
regulatory environment, changing economic conditions, whether the Company can
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 changes in Medicare and Medicaid
reimbursement, government fraud and abuse initiatives and other such factors
that are beyond the control of the Company. As a participant in the home health
care industry, the Company is subject to extensive federal, state and local
regulations. There can be no assurance that any of these regulations will not
change from existing standards, that additional standards will not be imposed or
that the Company will not experience adverse effects as a result of efforts to
comply with applicable standards, which are extensive, complex and
often-changing.

         The Balanced Budget Act (the "Act") was signed into law in August 1997.
The Act made significant changes in the reimbursement system for Medicare home
health care services. The primary change that affects the Company is a
restructuring of the reimbursement system related to Medicare certified home
health care agencies. Prior to the Act, Medicare reimbursed providers on a
reasonable cost basis subject to program-imposed cost per visit limitations.

         Under the Act, changes in Medicare home care reimbursement were
scheduled in two phases. A temporary or interim payment system ("IPS") took
effect for cost reports beginning on or after October 1, 1997. 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. Under IPS, most Medicare providers were reimbursed under
an agency-specific per patient cost limit. 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 latest aspect of the Act called for a 15% reduction in Medicare
reimbursement, effective October 1, 2002. Although the change to the prospective
payment system has not, to


                                      -9-
<PAGE>

date, had a material adverse impact on the Company, there can be no assurance
that the Medicare prospective payment system will not adversely impact the
Company's reimbursement rates or otherwise have a material adverse effect on the
Company.

         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 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
assurances that the Company's future referrals will not result in reduced
reimbursement rates or reduced volume of business.

         The Company derives a substantial amount of revenue from state
sponsored Medicaid programs. Approximately 47%,48% and 30% of revenue for the
fiscal years ended July 31, 2002, 2001 and 2000, respectively, were derived from
state sponsored Medicaid programs. Reimbursement for home health care services
rendered to eligible Medicaid recipients is made in an amount determined in
accordance with procedures and standards established by state law under federal
guidelines. States differ as to reimbursement policies and rates. The Company is
a licensed Medicaid provider in Connecticut, New Jersey and in Nassau, Suffolk
and Westchester Counties, New York.

CERTAIN TRENDS EXPECTED TO IMPACT FUTURE RESULTS OF OPERATIONS

         Effective May 1, 2003, the Connecticut Department of Social Services
significantly reduced the Medicaid reimbursement rate for certain nursing
visits. The rate for a medication administration visit, defined as
administration of oral, intramuscular and/or subcutaneous medication by health
care agency/professional, was reduced from $85 to $52 per visit. The Company
believes that the decrease is a function of the continuing efforts by all
third-party payors to contain or reduce costs. The rate change has no impact on
the Company's historical results of operations, including the results of
operations for the three months ended April 30, 2003 covered by this quarterly
report. However, the rate change will impact periods following the May 1, 2003
effective date, and at current levels of operations, the Company estimates that
the rate change will result in a decline in net patient revenue of approximately
$8,000,000 annually and a decrease in net income of approximately $2,700,000.

RESULTS OF OPERATIONS AND EFFECTS OF INFLATION

         Three Months Ended April 30, 2003 Compared to Three Months Ended April
         30, 2002

         For the three months ended April 30, 2003, net patient revenue
increased $4,500,000, or 21.8%, to $25,120,000 from $20,620,000 for the three
months ended April 30, 2002. This increase is primarily attributable to the
acquisition of Medical Resources during the current fiscal year, which generated
net patient revenue of $2,083,000 for the recent period in Massachusetts. The
net patient revenue increase also included $1,884,000 of continued successful
market penetration of existing markets and the Company's other acquisitions in
the current fiscal year. Lastly, the net patient revenue increase also included
$533,000 from the expansion of the Company's operations to include staffing and
related personnel to hospitals, nursing homes and facilities in New York and New
Jersey in the current period.



                                      -10-
<PAGE>

         Gross profit margin decreased to 34.8% for the three months ended April
30, 2003 from 36.6% for the three months ended April 30, 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. Effective May 1, 2003, the Company expects a
substantial further decline in gross profit margin, as a result of the reduction
in certain Medicaid nursing rates in Connecticut.

         General and administrative expenses increased $834,000, or 16.1%, to
$6,020,000 for the three months ended April 30, 2003 from $5,186,000 for the
three months ended April 30, 2002. This increase is primarily attributable to
additional administrative personnel and occupancy costs incurred in connection
with the acquisition of Medical Resources of $549,000, the balance of the
increase of $285,000 is attributable to the opening of an additional
full-service administrative office in West Hartford, Connecticut, as well as
increases in all of the Company's insurance costs over the previous three-month
period. As a percentage of net patient revenue, general and administrative
expenses decreased to 24.0% for the three months ended April 30, 2003 from 25.2%
for the three months ended April 30, 2002.

         Amortization of intangibles increased $14,000, or 10.3%, to $150,000
for the three months ended April 30, 2003 from $136,000 for the three months
ended April 30, 2002. This increase results from additional such amortization
attributable to the 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 $75,000 for
the three months ended April 30, 2003, as compared to $65,000 for the three
months ended April 30, 2002.

         As a result of the foregoing, income from operations increased
$349,000, or 16.2%, to $2,501,000 for the three months ended April 30, 2003 from
$2,152,000 for the three months ended April 30, 2002.

         Interest income decreased $17,000, or 35.4%, to $31,000 for the three
months ended April 30, 2003 from $48,000 for the three months ended April 30,
2002. This decrease is attributable to the lower cash balances of the Company,
as a result of the acquisitions of Medical Resources, Mary Baker and PRN, as
well as the continued decline in interest rates.

         The Company's effective tax rate increased to 41.0% for the three
months ended April 30, 2003 from 38.1% for the three months ended April 30,
2002. This increase is attributable to higher state income tax rates and a
decrease in work opportunity tax credits in the current three month period.

         Net income increased $133,000, or 9.8%, to $1,494,000, or $.26 per
diluted share, in the three months ended April 30, 2003 from $1,361,000, or $.24
per diluted share, in the three months ended April 30, 2002.

         Nine Months Ended April 30, 2003 Compared to Nine Months Ended April
         30, 2002

         For the nine months ended April 30, 2003, net patient revenue increased
$11,341,000, or 18.5%, to $72,702,000 from $61,361,000 for the nine months ended
April 30, 2002. This


                                      -11-
<PAGE>

increase is primarily attributable to the acquisition of Medical Resources,
which generated net patient revenue of $5,496,000 for the recent period in
Massachusetts. The net patient revenue increase also included $4,098,000 of
continued successful penetration of existing markets and the Company's other
acquisitions in the current fiscal year. Lastly, the net patient revenue
increase also included $1,747,000 from the expansion of the Company's operations
to include staffing and related personnel to hospitals, nursing homes and
facilities in New York and New Jersey in the current period.

         Gross profit margin decreased to 35.3% for the nine months ended April
30, 2003 from 36.5% for the nine months ended April 30, 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 in the
recent nine-month period. Effective May 1, 2003, the Company expects a
substantial further decline in gross profit margin, as a result of the reduction
in certain Medicaid nursing rates in Connecticut.

         General and administrative expenses increased $2,583,000, or 17.2%, to
$17,605,000 for the nine months ended April 30, 2003 from $15,022,000 for the
nine months ended April 30, 2002. This increase is attributable to additional
administrative personnel and occupancy costs incurred in connection with the
acquisition of Medical Resources of $1,472,000 and the expansion of the
Company's services to include staffing and related operations in New York and
New Jersey of $218,000. The balance of the increase of $893,000 is attributable
to the opening of an additional full-service administrative office in West
Hartford, Connecticut, as well as increases in all of the Company's insurance
costs over the previous nine-month period. As a percentage of net patient
revenue, general and administrative expenses decreased slightly to 24.2% for the
nine months ended April 30, 2003 from 24.5% for the nine months ended April 30,
2002.

         Amortization of intangibles increased $32,000, or 7.8%, to $441,000 for
the nine months ended April 30, 2003 from $409,000 for the nine months ended
April 30, 2002. This increase is explained in the above three-month discussion.

         The Company recorded a provision for possible losses of $175,000 for
the nine months ended April 30, 2003, as compared to $245,000 for the nine
months ended April 30, 2002. This decrease is attributable to the Company
reserving 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.

         As a result of the foregoing, income from operations increased
$705,000, or 10.5%, to $7,411,000 for the nine months ended April 30, 2003 from
$6,706,000 for the nine months ended April 30, 2002.

         Interest income decreased $49,000, or 28.8%, to $121,000 for the nine
months ended April 30, 2003 from $170,000 for the nine months ended April 30,
2002. This decrease is explained in the above three-month discussion.

         The Company's effective tax rate increased to 41.0% for the nine months
ended April 30, 2003 from 39.0% for the nine months ended April 30, 2002. This
increase is explained in the above three-month discussion.



                                      -12-
<PAGE>

         Net income increased $245,000, or 5.8%, to $4,442,000, or $.77 per
diluted share, in the nine months ended April 30, 2003 from $4,197,000, or $.72
per diluted share, in the nine months ended April 30, 2002.

         The rate of inflation had no material effect on operations for the nine
months ended April 30, 2003.

FINANCIAL CONDITION AND CAPITAL RESOURCES

         Current assets increased to $33,307,000 and current liabilities
increased to $4,991,000 at April 30, 2003. This resulted in an increase in
working capital of $84,000 from $28,232,000 at July 31, 2002 to $28,316,000 at
April 30, 2003. Cash and cash equivalents decreased $2,081,000 to $13,260,000 at
April 30, 2003 from $15,341,000 at July 31, 2002. This decrease in cash is
attributable to the cash used for the acquisitions of Medical Resources, Mary
Baker and PRN, which totaled $4,706,000.

         The Company provided net cash from operating activities of $3,157,000
for the nine months ended April 30, 2003 as compared to net cash provided by
operating activities of $4,531,000 for the nine months ended April 30, 2002. The
decrease in net cash provided by operating activities of $1,374,000, or 30.3%,
is attributable to an increase in operating assets, primarily accounts
receivable, of $1,885,000, offset by an increase in operating liabilities of
$481,000 and an increase in operating cash flow of $30,000 over the comparable
period for the nine months ended April 30, 2002. Net cash used in investing
activities for the nine months ended April 30, 2003, consisted of the purchase
of assets of businesses and the purchase of equipment. The net cash used in
investing activities for the nine months ended April 30, 2002 consisted of the
purchase of assets of businesses, equipment and investments. Net cash used in
financing activities for the nine months ended April 30, 2003 consisted of the
purchase of treasury shares, offset by the proceeds from the exercise of stock
options. Net cash provided by financing activities for the nine months ended
April 30, 2002 consisted of the proceeds from the exercise of stock options,
offset by the purchase of treasury shares.

         Effective May 1, 2003, the Company expects an annual decline in
operating cash flow of approximately $2,700,000, as a result of the reduction of
certain Medicaid nursing rates in Connecticut.

         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 69 days at April 30, 2003 as compared to 76 days at April 30, 2002.

         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.



                                      -13-
<PAGE>

         In April 2003, the Company's Board of Directors increased its program
to repurchase its Common Stock from $1,000,000 to $3,000,000. Purchases 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.

         The Company intends to incur capital expenditures of approximately
$500,000 during the current fiscal year in connection with the proposed
implementation of new computer software systems and hardware. The new hardware
would be designed to, among other things, update certain data input capability
regarding services rendered at certain locations. The Company believes that the
software will 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 need with its current cash balances, cash flow from
operations and its credit facility.

ITEM 4.  CONTROLS AND PROCEDURES.

         (a) Evaluation of Disclosure Controls and Procedures. Within the 90-day
period prior to the filing date of this report, the Company carried out an
evaluation, under the supervision and with the participation of management of
the Company, including the Company's Chief Executive Officer and Principal
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based on the Company's evaluation,
the Company's Chief Executive Officer and Principal Financial Officer concluded
that the Company's disclosure controls and procedures were effective.

         (b) Changes in Internal Controls. Since the date of the evaluation
described above, there have not been any significant changes in the Company's
internal accounting controls or in other factors that could significantly affect
those controls subsequent to the date of their evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a) 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:

         During the quarterly period for which this report is filed, the Company
filed a report on Form 8-K dated April 24, 2003 reporting under Item 5 and
Item 7.



                                      -14-
<PAGE>


                                   SIGNATURES
                                   ----------

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

                                            National Home Health Care Corp.

Date:   June 12, 2003.                      /s/ Robert P. Heller
                                            -----------------------------------
                                            Robert P. Heller

                                            Vice President of Finance (principal
                                            financial officer and principal
                                            accounting officer)




                                      -15-
<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: June 12, 2003.

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




                                      -16-
<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: June 12, 2003.

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



                                      -17-
<PAGE>


                                  EXHIBIT INDEX
                                  -------------

EXHIBIT
NUMBER                         DOCUMENT
-------                        --------

99.1*    Certification  of  Principal  Executive  Officer  pursuant to 18 U.S.C.
         Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley
         Act of 2002.

99.2*    Certification  of  Principal  Financial  Officer  pursuant to 18 U.S.C.
         Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley
         Act of 2002.


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





                                      -18-