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, 1998
                                     ----------------

                                       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 December  15, 1998 was
5,185,150.

<PAGE>



                         NATIONAL HOME HEALTH CARE CORP.

                                    FORM 10-Q

                     FOR THE QUARTER ENDED OCTOBER 31, 1998



PART I.           FINANCIAL INFORMATION                                     Page
                                                                            ----

Item 1.           Financial Statements

                  Consolidated  Balance  Sheets as of October 31,
                     1998 and July 31, 1998 (Unaudited)                     3-4

                  Consolidated  Statements of Operations  for the
                     three  months  ended  October  31,  1998 and
                     October 31, 1997 (Unaudited)                             5

                  Consolidated  Statements  of Cash Flows for the
                     three  months  ended  October  31,  1998 and
                     October 31, 1997 (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

PART II.          OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K                           13

SIGNATURES                                                                   14


                                       -2-

<PAGE>


                NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                    UNAUDITED
<TABLE>
<CAPTION>


                                                                        October 31, 1998               July 31, 1998
                                                                        ----------------               -------------
                                                                                                            
<S>                                                                        <C>                        <C>        
ASSETS

Current assets:
     Cash and cash equivalents                                             $ 7,394,000                $10,992,000
     Investments                                                               488,000                    488,000
     Accounts receivable -                                                                                        
         less allowance for doubtful accounts of                                                                  
         $291,000 at October 31, 1998 and                                                                         
         $295,000 at July 31, 1998                                          10,264,000                  8,269,000
     Income taxes receivable                                                   - - - -                    123,000
     Prepaid expenses and other assets                                         171,000                    195,000
     Deferred taxes                                                            425,000                    289,000
                                                                         -------------              -------------

         Total current assets                                               18,742,000                 20,356,000

Furniture, equipment and leasehold                                                                                
     improvements, net                                                         463,000                    395,000
Excess of cost over fair value of net assets of                                                                   
     businesses acquired, net                                                5,515,000                  3,179,000
Other intangible assets, net                                                 1,446,000                    745,000
Deposits and other assets                                                      163,000                    154,000
Investment in unconsolidated investee                                          324,000                    674,000
                                                                         -------------              -------------

         TOTAL                                                             $26,653,000                $25,503,000
                                                                         =============              =============
</TABLE>

(continued)


                                       -3-

<PAGE>
<TABLE>
<CAPTION>


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


                                                                        October 31, 1998             July 31, 1998
                                                                        ----------------             -------------

<S>                                                                       <C>                       <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable and accrued expenses                                    $1,406,000                $1,013,000
     Estimated third-party payor settlements                                     182,000                   209,000
     Loans payable                                                               425,000                   - - - -
     Income taxes payable                                                        185,000                   - - - -
                                                                          --------------              ------------

         Total current liabilities                                             2,198,000                 1,222,000

         Total liabilities                                                     2,198,000                 1,222,000
                                                                           -------------              ------------

Stockholders' equity:                                                                                              
     Common stock, $.001 par value: authorized                                                                     
     20,000,000 shares, issued 6,228,746 shares                                    6,000                     6,000
     Additional paid-in capital                                               18,525,000                18,525,000
     Retained earnings                                                         7,231,000                 7,045,000
                                                                           -------------              ------------

                                                                              25,762,000                25,576,000

     Less treasury stock (1,031,519 and 1,028,879                                                                  
     shares) at cost                                                          (1,307,000)               (1,295,000)
                                                                           --------------              ------------

         Total stockholders' equity                                           24,455,000                24,281,000
                                                                           -------------               -----------

                TOTAL                                                        $26,653,000               $25,503,000
                                                                           =============               ===========

</TABLE>

See accompanying notes to consolidated financial statements.

                                       -4-

<PAGE>

<TABLE>
<CAPTION>


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


                                                              For the three months ended October 31,
                                                              --------------------------------------
                                                                  1998                        1997
                                                                  ----                        ----
<S>                                                       <C>                            <C>       
Net patient revenue                                           $9,205,000                     $9,101,000
                                                              ----------                     ----------

Operating expenses:
     Cost of revenue                                           5,985,000                      5,891,000
     General and administrative                                2,286,000                      2,222,000
     Amortization of intangibles                                 125,000                         93,000
                                                              ----------                     ----------

         Total operating expenses                              8,396,000                      8,206,000
                                                              ----------                     ----------

Income from operations                                           809,000                        895,000

Other income:
     Interest income                                             119,000                        140,000
     (Loss) from equity investee                                (350,000)                      (347,000)
                                                              ----------                     ----------

Income before taxes                                              578,000                        688,000

Provision for income taxes                                       392,000                        309,000
                                                              ----------                     ----------

NET INCOME                                                    $  186,000                     $  379,000
                                                              ==========                     ==========

Net income per share:
   Basic                                                      $     0.04                     $     0.07
                                                              ==========                     ==========

   Diluted                                                    $     0.04                     $     0.07
                                                              ==========                     ==========

Weighted average shares outstanding:                                                                                        
  Basic                                                        5,198,491                      5,251,886

  Diluted                                                      5,265,754                      5,334,406


</TABLE>

See accompanying notes to consolidated financial statements.




                               -5-

<PAGE>

<TABLE>
<CAPTION>


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


                                                                                  For the three months ended October 31,
                                                                                  ---------------------------------------
                                                                                     1998                        1997
                                                                                     ----                        ----
<S>                                                                            <C>                        <C>     
Cash flows from operating activities:
     Net income                                                                      $186,000                   $379,000
     Adjustments to reconcile net income to net cash                                                                     
     provided by operating activities:                                                                                   
        Depreciation and amortization                                                 155,000                    119,000
        Provisions for doubtful accounts                                              - - - -                     15,000
        Loss from equity investee                                                     350,000                    347,000
        Deferred tax                                                                  - - - -                   (118,000)
        Changes in:
           Accounts receivable                                                     (1,246,000)                  (564,000)
           Income taxes receivable/payable                                            308,000                    363,000
           Prepaid expenses and other assets                                           41,000                     54,000
           Accounts payable, accrued expenses and other                                                                  
           liabilities                                                                277,000                   (322,000)
           Estimated third party payor settlements                                    (27,000)                    31,000
                                                                                  -----------                -----------

                 Net cash provided by operating activities                             44,000                    304,000
                                                                                  -----------                -----------

Cash flows from investing activities:                                                                                    
Purchase of property, plant and equipment                                              (7,000)                   (23,000)
Purchase of assets of business                                                     (1,943,000)                   - - - -
Purchase of Accredited Health Services, Inc. net cash                                                                    
acquired                                                                           (1,680,000)                   - - - -
                                                                                  -----------
                 Net cash (used in) investing activities                           (3,630,000)                   (23,000)
                                                                                  ------------               -----------

Cash flows from financing activities:
     Proceeds from exercise of stock options                                          - - - -                     49,000
     Purchase of treasury shares                                                      (12,000)                  (103,000)
                                                                                  -----------                -----------
                 Net cash (used in) financing activities                              (12,000)                   (54,000)
                                                                                  -----------                -----------

NET INCREASE (DECREASE) IN CASH AND                                                                                      
CASH EQUIVALENTS                                                                   (3,598,000)                   227,000

Cash and cash equivalents - beginning of period                                    10,992,000                  9,324,000
                                                                                  -----------                -----------

CASH AND CASH EQUIVALENTS-END OF                                                                                         
PERIOD                                                                            $ 7,394,000                 $9,551,000
                                                                                  ===========                ===========

Supplemental  disclosures of cash flow information:  
     Cash paid during the period for:
        Taxes                                                                        $ 83,000                    $83,000
        Interest                                                                      - - - -                      1,000

Supplemental disclosures of non-cash investing
activities:
      See Note 3 -- Acquisitions
</TABLE>

See accompanying notes to consolidated financial statements.

                                       -6-

<PAGE>



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



NOTE 1 - BASIS OF PRESENTATION

                  The accompanying  unaudited  consolidated financial statements
have been prepared in accordance with generally accepted  accounting  principles
for interim  financial  information  and with the  instructions to Form 10-Q and
Article  10 of  Regulation  S-X.  Accordingly,  they do not  include  all of the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements. In the opinion of management, all adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  for a fair
presentation have been included.  Operating  results for the three-month  period
ended October 31, 1998 are not necessarily indicative of the results that may be
expected for the year ending July 31, 1999.  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, 1998.


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

                  On May 21, 1996, the initial  public  offering of common stock
by SunStar Healthcare, Inc. ("SunStar") was consummated.  Prior to the offering,
SunStar had been a  wholly-owned  subsidiary  of the Company,  consisting of its
Florida outpatient medical center operations.  As a result of the offering,  the
Company currently owns 890,000 shares, or approximately  30.5%, of SunStar.  The
Company utilizes the equity method of accounting for its investment in SunStar.


NOTE 3 - ACQUISITIONS

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


                                       -7-

<PAGE>



                  On  October  30,  1998,  the  Company   acquired  all  of  the
outstanding  common shares of Accredited Health Services,  Inc.  ("Accredited").
Accredited is a licensed home health care company that provides home health aide
services  in  Bergen,  Hudson,  Passaic,  Essex,  Morris,  Union,  Somerset  and
Middlesex Counties,  New Jersey. The purchase price of approximately  $1,974,000
in cash,  including  acquisition  costs of $49,000,  was generated from internal
funds.  The final purchase price is subject to a  post-closing  adjustment.  The
Company's preliminary allocation of purchase price is as follows:  $1,203,000 to
current  assets,  $63,000  to  furniture  and  equipment,  $541,000  to  current
liabilities and $725,000 to stockholders'  equity. The acquisition was accounted
for as a purchase and the excess of purchase price over the fair value of assets
acquired,  $1,249,000,  was  allocated to  goodwill.  Revenues  from  Accredited
approximated $5,300,000 for the fiscal year ended March 31, 1998.


NOTE 4 - PER SHARE DATA

                  The Company adopted Statement of Financial Accounting Standard
No. 128 ("SFAS  128"),  "Earnings  Per Share"  during the fiscal  quarter  ended
January 31, 1998. Earnings per share and weighted average shares outstanding for
the three  months  ended  October 31, 1997 have been  restated  for  comparative
purposes.



                                       -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, 1998.

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

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

                  The Balanced  Budget Act of 1997, as amended (the "Act"),  was
signed into law on August 5, 1997. Under the Act, for cost reports  beginning on
or after  October 1, 1997,  Medicare-reimbursed  home  health  agencies  will be
reimbursed  under an interim  payment system ("IPS") for a two-year period prior
to the  implementation of a prospective  payment system.  Under IPS, home health
care providers will be reimbursed the lower of (i) their actual costs, (ii) cost
limits based on 105% of median costs of freestanding  home health  agencies,  or
(iii) an  agency-specific  per patient  cost  limit,  based on 98% of 1994 costs
adjusted for inflation.  Prior to the implementation of IPS, Medicare reimbursed
providers on a reasonable cost basis subject to  program-imposed  cost per visit
limitations. The Act calls for payments to Medicare providers for cost reporting
periods  beginning on or after October 1, 2000 to be made in  accordance  with a
prospective  payment system to be established by the Secretary of the Department
of Health and Human Services. Without a prospective payment system by October 1,
2000, a 15% further cut in Medicare home health payments will take effect.

                  The  new  IPS  cost  limits   will  apply  to  the   Company's
Connecticut-based  Medicare  certified  nursing  agency  for the cost  reporting
period  beginning July 1, 1998. The Company has determined that these new limits
will  reduce  current  reimbursement  for the  Medicare  services  it  provides.
Accordingly,  in May 1998 the Company  combined its operations in Connecticut by
merging its Medicare certified subsidiary with its licensed agency subsidiary to
increase  operational  efficiencies.  In addition,  the Company has been closely
monitoring  utilization  of  Medicare  services  in an effort  not to exceed per
patient cost limits.

                  The  implementation  of IPS  has  resulted  in a  decrease  in
revenues from the Company's  Medicare  certified agency from the previous fiscal
year. In addition, the Company's operations in


                                       -9-

<PAGE>



New York and New Jersey are dependent  upon  referrals,  primarily from Medicare
certified  agencies,  whose  future  reimbursement  may be  adversely  affected.
Accordingly,  there can be no assurance that the Company's future referrals will
not result in reduced reimbursement rates or reduced volume of business.

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

                  For the three  months  ended  October  31,  1998,  net patient
revenue increased $104,000, or 1.1%, to $9,205,000 from $9,101,000 for the three
months ended October 31, 1997. Over the periods, net patient revenue from Health
Acquisition Corp., the subsidiary providing home health care services in the New
York  metropolitan  area,  increased  $657,000,  or 11.1%,  to  $6,564,000  from
$5,907,000.  This increase is  attributable  to the revenues  generated from the
purchase of certain assets of Bryan Home Care Services of $1,472,000,  offset by
the decline in same source  revenues of  ($815,000).  The decline in same source
revenues is  attributable  to the decline in hours from the  Medicare  certified
agencies  that  Health  Acquisition  Corp.  contracts  with,  as a result of the
implementation  of IPS. Over the periods,  net patient  revenue from New England
Home Care,  Inc.,  the  subsidiary  that is Medicare  certified  and licensed in
Connecticut,  decreased  ($552,000),  or (17.3%), to $2,641,000 from $3,193,000.
This decrease is attributable  to the decline in Medicare  revenue over the same
periods.  The  decrease  in  Medicare  revenue  is the  result of the  change in
Medicare reimbursement from cost reimbursement to per patient limits.

                  Cost  of  revenue  as a  percentage  of  net  patient  revenue
increased  slightly to 65.0% for the three  months  ended  October 31, 1998 from
64.7% for the three months ended October 31, 1997.

                  General and  administrative  expenses  increased  $64,000,  or
2.9%, to $2,286,000 for the three months ended October 31, 1998 from  $2,222,000
for the three months ended October 31, 1997.  This increase is  attributable  to
the additional general and administrative expenses incurred from the acquisition
of Bryan Home Care, offset by the decline in general and administrative expenses
of New England Home Care,  Inc., as a result of the combining of the  operations
in  Connecticut.   As  a  percentage  of  net  patient   revenue,   general  and
administrative  expenses  increased to 24.8% for the three months ended  October
31, 1998 from 24.4% for the three months ended October 31, 1997.

                  Amortization  of  intangibles  increased  to $125,000  for the
three  months  ended  October 31, 1998 from  $93,000 for the three  months ended
October 31, 1998.  This increase is  attributable  to the acquisition of certain
assets of Bryan Home Care.

                  As a result of the foregoing, income from operations decreased
($86,000),  or (9.6%),  to $809,000 for the three months ended  October 31, 1998
from $895,000 for the three months ended October 31, 1997.

                  Interest  income  decreased  (15.0%) to $119,000 for the three
months ended  October 31, 1998 from  $140,000 for the three months ended October
31, 1997. This decrease is attributable


                                      -10-

<PAGE>



to the cash used in  investing  activities  resulting  from the  acquisition  of
certain assets of Bryan Home Care.

                  The Company recorded a loss from equity investee of ($350,000)
in the three months ended  October 31, 1998 as compared to a loss of  ($347,000)
for the comparable  period of 1997,  representing the Company's share of the net
loss reported by SunStar for the same periods.

                  The Company's  effective  tax rate  increased to 67.8% for the
three  months  ended  October  31,  1998 from 44.9% for the three  months  ended
October 31,  1997.  This  increase is  attributable  to the  Company's  share of
SunStar's  net loss,  in which no income tax benefit was  recorded for the three
months ended October 31, 1998, as compared to ($118,000)  recorded for the three
months  ended  October 31,  1997.  Excluding  the tax effect of loss from equity
investee,  the effective tax rate  increased to 42.2% for the three months ended
October 31, 1998 from 41.2% for the three  months ended  October 31, 1997.  This
increase is attributable to a decrease in Work  Opportunity Tax Credits over the
comparable period of 1997.

                  The rate of inflation had no material effect on operations for
the three months ended October 31, 1998.

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

                  Current   assets   decreased   to   $18,472,000   and  current
liabilities  increased to $2,198,000,  respectively,  at October 31, 1998.  This
resulted in a decrease in working  capital by ($2,860,000)  from  $19,134,000 at
July 31, 1998 to  $16,274,000  at October 31,  1998.  Cash and cash  equivalents
decreased  ($3,598,000)  to $7,394,000 at October 31, 1998 from  $10,992,000  at
July 31, 1998.  The decrease in both working  capital and cash resulted from the
recent  acquisitions  completed by the Company.  The combined  acquisition costs
were $3,917,000.

                  The Company  provided net cash from  operating  activities  of
$44,000  for the three  months  ended  October  31, 1998 as compared to net cash
provided  from  operating  activities  of $304,000  for the three  months  ended
October 31, 1997. The decrease in operating cash flow of ($260,000) is primarily
attributable  to the decline in net income,  an increase in accounts  receivable
offset by the  increase  in  accounts  payable  and  accrued  expenses  over the
comparable  period of 1997. Net cash used in investing  activities for the three
months ended October 31, 1998 reflects  acquisitions made by the Company and the
purchase  of  equipment.  Net cash used in  investing  activities  for the three
months ended October 31, 1997 reflects the purchase of equipment.  Net cash used
in financing activities for the three months ended October 31, 1998 reflects the
purchase of treasury shares. Net cash used in financing activities for the three
months ended October 31, 1997 reflects the purchase of treasury shares offset by
the proceeds from the exercise of stock options.

                  The Company has available a $2,000,000  secured line of credit
with its bank.  In addition,  a subsidiary  of the Company has a secured line of
credit. The maximum amount that can be borrowed under the secured line of credit
may not exceed the lesser of eligible accounts receivable


                                      -11-

<PAGE>



or  $2,000,000.  Both credit  facilities  bear  interest at the  alternate  base
commercial  lending rate of the bank and expire January 31, 1999. At October 31,
1998, there was no outstanding balance under either line of credit.

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

                  In August 1998,  the Board of Directors  extended for one year
its program to repurchase its Common Stock. Purchases in the aggregate amount of
up to $1,000,000 in purchase price during the one-year  extension  would be made
from  time  to  time  in  the  open  market  and  through  privately  negotiated
transactions,  subject  to  general  market and other  conditions.  The  buyback
program will be financed out of existing cash or cash equivalents.

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

                  The Year 2000 issue is the result of computer  programs  which
were written  using two digits rather than four to define the  applicable  year.
Certain  purchased  systems used by the Company,  and for which the Company does
not  control  the  programming  code,  use two digits for the year.  The current
systems used by Health  Acquisition Corp. and Accredited  Health Services,  Inc.
are  relatively old and have been slated for  replacement  with new systems that
better  meet the  information  needs as they  expand  and deal with the  current
operating  environment.  The Company  anticipates that these conversions will be
completed to provide  compliance  with the  requirements to handle the year 2000
issue with no significant  operational concerns.  The current system utilized by
New England Home Care,  Inc. is a relatively new operating  system.  The Company
has been advised by the system vendor that all required changes  necessary to be
compliant with the year 2000 issue have been substantially completed and will be
implemented  prior to the year  2000.  Management  currently  believes  that the
financial  resources  necessary to accomplish  year 2000  compliance will not be
material  to  the  Company's  financial  condition,   liquidity  or  results  of
operations.  However,  there is no guarantee that the Company's expected results
will be achieved. In addition, actual results could differ materially from those
expected results.

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



                                      -12-

<PAGE>



PART II.  OTHER INFORMATION


Item 6.   Exhibits and Reports on Form 8-K

             (a)  Exhibits:
                  
                  27.1         Financial Data Schedule.

             (b) Reports on Form 8-K:

                  The  Company  has not filed any reports on Form 8-K during the
quarterly period ended October 31, 1998.



                                      -13-

<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:  December 15, 1998               /s/ Robert P. Heller                   
                                      ------------------------------------------
                                      Robert P. Heller
                                      Vice President of Finance (chief financial
                                      and accounting officer)




                                      -14-

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                                  EXHIBIT INDEX
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Exhibit
Number                                     Description
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27.1                       Financial Data Schedule.


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