UNITED STATES
                       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 January 31, 2005


                                       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 __

Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).   Yes     No  X
                                                 ---     ---

APPLICABLE ONLY TO CORPORATE ISSUERS:

The  number  of  shares of common  stock  outstanding  as of March 15,  2005 was
5,664,124.


<PAGE>

                         NATIONAL HOME HEALTH CARE CORP.
                                    FORM 10-Q
                     FOR THE QUARTER ENDED JANUARY 31, 2005
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
PART I.                    FINANCIAL INFORMATION                                                            Page
                                                                                                            ----
<S>                        <C>                                                                             <C>
Item 1.                    Financial Statements                                                              3

                           Balance   Sheets  as  of  January  31,  2005  and  July  31,  2004
                                (unaudited)                                                                 3-4

                           Statements  of  Operations  for the three months ended January 31,
                                2005 and January 31,  2004 and the six months  ended  January
                                31, 2005 and January 31, 2004 (unaudited)                                    5

                           Statements  of Cash Flows for the six  months  ended  January  31,
                                2005 and January 31, 2004 (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 3.                    Quantitative and Qualitative Disclosure About Market Risk                         15

Item 4.                    Controls and Procedures                                                           15


PART II.                   OTHER INFORMATION

Item 1.                    Legal Proceedings                                                                 16

Item 6.                    Exhibits                                                                          17

SIGNATURES                                                                                                   18

EXHIBIT INDEX                                                                                                19
</TABLE>


                                      -2-
<PAGE>

ITEM 1 - FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
                                                                January 31, 2005   July 31, 2004
                                                                   -----------      -----------
<S>                                                                <C>              <C>
ASSETS

Current:
    Cash and cash equivalents                                      $18,802,000      $20,185,000
    Investments                                                         19,000           19,000
    Accounts receivable-less allowance for possible losses of
       $1,102,000 and $1,122,000                                    18,790,000       18,084,000
    Prepaid expenses and other assets                                1,202,000          801,000
    Income taxes receivable                                            588,000               --
    Deferred income taxes                                              472,000          527,000

           Total current assets                                     39,873,000       39,616,000

Furniture, equipment and leasehold
    improvements, net                                                1,066,000        1,083,000
Goodwill                                                            11,621,000       10,628,000
Other intangible assets, net                                         1,392,000        1,589,000
Deposits and other assets                                              916,000          570,000

                           TOTAL                                   $54,868,000      $53,486,000
                                                                   ===========      ===========
</TABLE>


(continued)


                                      -3-
<PAGE>

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

<TABLE>
<CAPTION>
                                                             January 31, 2005    July 31, 2004
                                                               ------------       ------------
<S>                                                            <C>                <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable and accrued expenses                      $  3,253,000       $  3,322,000
    Estimated third-party payor settlements                         376,000            696,000
    Deferred revenue                                                398,000            402,000
    Income taxes payable                                                 --             27,000
                                                               ------------       ------------
           Total current liabilities                              4,027,000          4,447,000
                                                               ------------       ------------
Stockholders' equity:
    Common stock, $.001 par value; authorized
    20,000,000 shares, issued 7,125,544 shares                        7,000              7,000
    Additional paid-in capital                                   26,529,000         26,174,000
    Retained earnings                                            28,138,000         26,342,000
                                                               ------------       ------------
                                                                 54,674,000         52,523,000

    Less: treasury stock (1,461,380 and 1,424,883 shares)
             at cost                                             (3,833,000)        (3,484,000)
                                                               ------------       ------------
         Total stockholders' equity                              50,841,000         49,039,000
                                                               ------------       ------------
                           TOTAL                               $ 54,868,000       $ 53,486,000
                                                               ============       ============
</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 six months ended
                                                   January 31,                        January 31,
                                           ---------------------------       ---------------------------
                                              2005             2004             2005             2004
                                           ----------       ----------       ----------       ----------
<S>                                       <C>              <C>              <C>              <C>
Net patient revenue                       $24,212,000      $22,869,000      $48,389,000      $47,283,000
                                           ----------       ----------       ----------       ----------

Operating expenses:

   Cost of revenue                         16,206,000       15,105,000       31,783,000       31,524,000
   General and administrative               6,521,000        5,786,000       12,623,000       11,673,000
   Amortization of intangibles                139,000          128,000          272,000          255,000
   Provision for possible losses               85,000           55,000          170,000          160,000
                                           ----------       ----------       ----------       ----------
     Total operating expenses              22,951,000       21,074,000       44,848,000       43,612,000
                                           ----------       ----------       ----------       ----------

Income from operations                      1,261,000        1,795,000        3,541,000        3,671,000

Other income:

   Interest                                    63,000           31,000          111,000           56,000
                                           ----------       ----------       ----------       ----------
Income before taxes                         1,324,000        1,826,000        3,652,000        3,727,000

Provision for income taxes                    528,000          693,000        1,438,000        1,439,000
                                           ----------       ----------       ----------       ----------
Net income                                $   796,000      $ 1,133,000      $ 2,214,000      $ 2,288,000
                                          ===========      ===========      ===========      ===========
Net income per share:
   Basic                                  $      0.14      $      0.21      $      0.40      $      0.42
                                          ===========      ===========      ===========      ===========
   Diluted                                $      0.14      $      0.20      $      0.39      $      0.40
                                          ===========      ===========      ===========      ===========
Weighted average shares outstanding:

   Basic                                    5,582,843        5,496,188        5,581,718        5,495,927
                                          ===========      ===========      ===========      ===========
   Diluted                                  5,666,644        5,699,764        5,686,051        5,686,809
                                          ===========      ===========      ===========      ===========
</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 six months ended
                                                                                  January 31,
                                                                       ------------       ------------
                                                                           2005               2004
                                                                       ------------       ------------
<S>                                                                    <C>                <C>
Cash flows from operating activities:
   Net income                                                          $  2,214,000       $  2,288,000
   Adjustments to reconcile net income
   to net cash provided by operating activities:
      Depreciation and amortization                                         443,000            418,000
      Allowance for possible losses, net of writeoffs                       (20,000)            68,000
      Unrealized loss on investments                                             --             (3,000)
      Loss on sale of assets                                                  3,000                 --
      Deferred income taxes                                                  55,000             88,000
      Changes in assets and liabilities:
         Accounts receivable                                               (686,000)          (935,000)
         Prepaid expenses and other                                        (747,000)          (223,000)
         Income taxes receivable                                           (615,000)          (410,000)
         Accounts payable, accrued expenses and other liabilities           (69,000)          (180,000)
         Estimated third-party payor settlements                           (320,000)           (69,000)
         Deferred revenue                                                    (4,000)           (28,000)
                                                                       ------------       ------------
                  Net cash provided by operating activities                 254,000          1,014,000
                                                                       ------------       ------------

Cash flows from investing activities:
   Purchase of furniture, equipment and leasehold improvements             (147,000)           (83,000)
   Purchase of assets of business                                        (1,078,000)                --
                                                                       ------------       ------------
                  Net cash used in investing activities                  (1,225,000)           (83,000)
                                                                       ------------       ------------

Cash flows from financing activities:
  Proceeds from exercise of stock options                                   355,000              4,000
  Purchase of treasury shares                                              (349,000)            (7,000)
  Payment of cash dividend                                                 (418,000)                --
                                                                       ------------       ------------
         Net cash used in financing activities                             (412,000)            (3,000)
                                                                       ------------       ------------

Net increase (decrease) in cash and cash equivalents                     (1,383,000)           928,000
                                                                       ------------       ------------

Cash and cash equivalents-beginning of period                            20,185,000         14,252,000
                                                                       ------------       ------------

Cash and cash equivalents-end of period                                $ 18,802,000       $ 15,180,000
                                                                       ============       ============

Supplemental  disclosures of cash flow information
  Cash paid during the period for:
     Taxes                                                             $  1,997,000       $  1,751,000
     Interest                                                                11,000             10,000
</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 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 six month periods ended
January 31, 2005 are not necessarily indicative of the results that may be
expected for the year ending July 31, 2005. 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, 2004.

NOTE 2 - ACQUISITION

     On October 6, 2004, the Company, through a wholly-owned subsidiary in
Connecticut, acquired certain assets from On Duty Metropolitan Connecticut, LLC
("On Duty"). On Duty provided home health care services in New Haven and
Fairfield Counties. The purchase price of $1,078,000, including acquisition
costs of $103,000, was financed using internal funds. The acquisition was
accounted for as a purchase.

NOTE 3 - RECLASSIFICATIONS

     Certain reclassifications have been made in prior periods' 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:

                                  For the three months ended
                                          January 31,
                                   ------------------------
                                     2005             2004
                                     ----             ----
                                    Shares           Shares

Basic EPS:                         5,582,643      5,496,188

Effect of dilutive securities         84,001        203,576
                                   ---------      ---------

Diluted EPS:                       5,666,644      5,699,764
                                   =========      =========


                                   For the six months ended
                                          January 31,
                                   ------------------------
                                      2005            2004
                                      ----            ----
                                     Shares          Shares

Basic EPS:                         5,581,718      5,495,927

Effect of dilutive securities        104,333        190,882
                                   ---------      ---------
Diluted EPS:                       5,686,051      5,686,809
                                   =========      =========


                                      -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, 2004 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, the 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 external factors that could significantly impact
its business, including potential reductions in reimbursement rates by Medicare,
Medicaid and other third party payers 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.

     As a Medicaid provider, the Company is subject to routine, unscheduled
audits. These audits may result in the application of a statistically-derived
adjustment factor to the Company's revenues, which may have an adverse impact on
the Company's results of operations. Although the audits to date have not
resulted in any material adjustments, such audits were conducted at a time when
the Company had significantly lower Medicaid revenues. There can be no assurance
that future Medicaid audits will not have a material adverse impact on the
Company.

     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 the
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 lowest 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 1994 costs adjusted for
inflation. Under IPS, most Medicare providers were actually reimbursed under an
agency-

                                      -9-
<PAGE>

specific per patient cost limit. Effective October 1, 2000, under the
prospective payment system, 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 geographic differences in wages across
the country. Medicare provides home health agencies with payments for 60-day
"episodes of care".

     The final phase of the Act implemented a 15% cut in Medicare reimbursement
rates effective October 1, 2002. In two of the last three fiscal years, less
than five percent of the Company's net patient revenue was derived directly from
Medicare, and accordingly the change to the prospective payment system has not,
to date, had a material adverse effect on the Company. However, there can be no
assurance that the Medicare prospective payment system will not adversely impact
the Company's reimbursement rates in the future or otherwise have a material
adverse effect on the Company. The Company's operations in New York are
dependent upon referrals, primarily from Medicare certified home health care
agencies, whose reimbursement has been adversely affected by the prospective
payment system. 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.

     The Company derives a substantial amount of revenue from state sponsored
Medicaid programs. Approximately 43%, 42% and 47% of net patient revenue for the
fiscal years ended July 31, 2004, 2003 and 2002, respectively, were derived from
state law under federal guidelines. States differ as to reimbursement policies
and rates. The Company is a licensed Medicaid provider in Connecticut,
Massachusetts, New Jersey and in Nassau and Westchester Counties, New York.

RECENT MATTERS

     On or about October 8, 2004, New England Home Care, Inc. ("New England'),
the Company's Medicare certified and state licensed home health care subsidiary
in Connecticut was notified by the Division of Health Systems Regulation for the
Connecticut Department of Public Health ("DPH") of New England's alleged lack of
compliance with a Condition of Participation and nine standards for continued
Certification for Participation in the Title XVIII Medicare Program ("Summary
Statement of Deficiencies"). On October 12, 2004, New England received notice
from DPH of alleged violation of Connecticut state regulations based on
substantially the same grounds as the Summary Statement of Deficiencies. DPH
notified New England that consideration for continued Medicare certification
would be based on New England's submission of a Plan of Correction addressing
the cited deficiencies and DPH's acceptance of that Plan of Correction by
November 12, 2004.

     A Title XVIII Medicare Follow Up Survey was concluded at New England on
November 30, 2004. The results of the survey indicated that one Condition of
Participation and eight standards continued to be out of compliance. Although
New England disputes certain of the deficiencies cited by DPH, New England
intends to comply fully with DPH's direction and has submitted a Plan of
Correction. A further survey was taken on December 16, 2004. New England was
orally advised that the DPH was satisfied with the results of such survey. In
February 2005 the DPH submitted a proposed Consent Order to New England. The
Consent

                                      -10-
<PAGE>

Order would resolve the pending allegations by the DPH, adopt certain policies
substantially in accordance with the Plan of Corrections and remain in effect
for two years. Revenues derived from New England's participation in the Medicare
and Medicaid programs for the fiscal year ended July 31, 2004 were 32% of the
Company's total revenues for such period.

     On December 6, 2004, the New York State Senate voted to override the
Governor's veto of legislation that will increase the State minimum wage from
the current $5.15 per hour to $7.15 over a two-year period.

     The law increased the minimum wage to $6.00 per hour starting January 1,
2005. The minimum wage will be raised to $6.75 on January 1, 2006 and again on
January 1, 2007 to $7.15 per hour. This minimum wage legislation will impact the
Company's New York operations on two fronts. Firstly, the Company will be paying
higher base wages and secondly, overtime in New York is computed at 1.5 times
the state minimum wage, thus increasing overtime costs to the Company.

RESULTS OF OPERATIONS AND EFFECTS OF INFLATION

THREE MONTHS ENDED JANUARY 31, 2005 COMPARED TO THREE MONTHS ENDED JANUARY 31,
2004.

     NET PATIENT REVENUE. For the three months ended January 31, 2005, net
patient revenue increased $1,343,000, or 5.9%, to $24,212,000 from $22,869,000
for the three months ended January 31, 2004. This increase was attributable to
an increase in net patient revenue of $2,138,000, resulting from the Company's
expansion in New Jersey, Connecticut and Massachusetts, offset by (i) a decrease
of $404,000 as a result of fewer hours being subcontracted to the Company from
other Medicare certified agencies in New York and the Company terminating
operations in Suffolk County, New York in May 2004, and (ii) a decrease of
$391,000 in staffing revenue as a result of the Company terminating its staffing
operations in New York and New Jersey during the fiscal year ended July 31,
2004. The increase in Connecticut was partially attributable to increased
Medicaid reimbursement rates for certain nursing visits effective May 1, 2004
and the acquisition of On Duty.

     GROSS PROFIT. Gross profit margin decreased to 33.1% for the three months
ended January 31, 2005 from 34.0% for the three months ended January 31, 2004.
This increase is attributable to (i) higher wages paid to home health aides in
New York as a result of the union contract that was effective May 2004 and the
increase in the minimum wage in New York that was effective January 2005 and
(ii) increased nursing wages incurred during the three month period, primarily
an increase in per diem nursing costs as the Company addressed the DPH issues
discussed above.

     GENERAL AND ADMINISTRATIVE. General and administrative expenses increased
$735,000, or 12.7%, to $6,521,000 for the three months ended January 31, 2005
from $5,786,000 for the three months ended January 31, 2004. This increase is
primarily attributable to (i) increased nonrecurring, legal and consulting fees
in Connecticut resulting from the DPH survey, (ii) increased administrative
personnel in Connecticut to cure the deficiencies resulting from the

                                      -11-
<PAGE>

DPH survey, (iii) increases in administrative personnel and occupancy costs
resulting from the expansion of operations in New Jersey and Massachusetts. As a
percentage of net patient revenue, general and administrative expenses increased
to 26.9% for the three months ended January 31, 2005 from 25.3 % for the three
months ended January 31, 2004.

     AMORTIZATION. Amortization of intangibles increased $11,000, or 8.6%, to
$139,000 for the three months ended January 31, 2005 from $128,000 for the three
months ended January 31, 2004. This increase is attributable to the acquisition
of On Duty in October 2004.

     PROVISION FOR POSSIBLE LOSSES. The Company recorded a provision for
possible losses of $85,000 for the three months ended January 31, 2005, as
compared to $55,000 for the three months ended January 31, 2004.

     INCOME FROM OPERATIONS. As a result of the foregoing, income from
operations decreased $534,000, or 29.7% to $1,261,000 for the three months ended
January 31, 2005 from $1,795,000 for the three months ended January 31, 2004.

     INTEREST INCOME. Interest income increased $32,000, or 103.2%, to $63,000
for the three months ended January 31, 2004 from $31,000 for the three months
ended January 31, 2004. This increase is attributable to the higher cash
balances of the Company and an increase in interest rates.

     INCOME TAXES. The Company's effective tax rate increased to 39.9 % for the
three months ended January 31, 2005 from 38.0% for the three months ended
January 31, 2004. This increase is attributable to higher state income tax rates
and fewer work opportunity tax credits in the current three month period.

     NET INCOME. Net income decreased $337,000, or 29.7%, to $796,000, or $.14
per diluted share, in the three months ended January 31, 2005 from $1,133,000,
or $.20 per diluted share, in the three months ended January 31, 2004.

SIX MONTHS ENDED JANUARY 31, 2005 COMPARED TO SIX MONTHS ENDED JANUARY 31, 2004

     NET PATIENT REVENUE. For the six months ended January 31, 2005, net patient
revenue increased $1,106,000, or 2.3%, to $48,389,000 from $47,283,000 for the
six months ended January 31, 2004. This increase was attributable to an increase
in net patient revenue of $3,782,000, resulting from the Company's expansion in
New Jersey, Connecticut and Massachusetts, offset by (i) a decrease of
$1,489,000 as a result of fewer hours being subcontracted to the Company from
other Medicare certified agencies in New York and the Company terminating
operations in Suffolk County, New York in May 2004, and (ii) a decrease of
$1,187,000 in staffing revenue as a result of the Company terminating its
staffing operations in New York and New Jersey during the fiscal year ended July
31, 2004. The increase in Connecticut was partially attributable to increased
Medicaid reimbursement rates for certain nursing visits effective May 1, 2004
and the acquisition of On Duty.

                                      -12-
<PAGE>

     GROSS PROFIT. Gross profit margin increased to 34.3% for the six months
ended January 31, 2005 from 33.3% for the six months ended January 31, 2004.
This increase was attributable to an increase in Medicaid reimbursement rates
for certain nursing visits in Connecticut, effective May 1, 2004 and the
termination of staffing operations in New York and New Jersey during the fiscal
year ended July 31, 2004, offset by higher wages paid to home health aides in
New York as a result of the union contract.

     GENERAL AND ADMINISTRATIVE. General and administrative expenses increased
$950,000, or 8.1%, to $12,623,000 for the six months ended January 31, 2005 from
$11,673,000 for the six months ended January 31, 2004. This increase is
primarily attributable to (i) increased nonrecurring, legal and consulting fees
in Connecticut resulting from the DPH survey, (ii) increased administrative
personnel in Connecticut to cure the deficiencies resulting from the DPH survey,
(iii) increases in administrative personnel and occupancy costs resulting from
the expansion of operations in New Jersey and Massachusetts. As a percentage of
net patient revenue, general and administrative expenses increased to 26.0% for
the six months ended January 31, 2005 from 24.7% for the six months ended
January 31, 2004.

     AMORTIZATION. Amortization of intangibles increased $17,000, or 6.7%, to
$272,000 for the six months ended January 31, 2005 from $255,000 for the six
months ended January 31, 2004. This increase is attributable to the acquisition
of On Duty.

     PROVISION FOR POSSIBLE LOSSES. The Company recorded a provision for
possible losses of $170,000 for the six months ended January 31, 2005, as
compared to $160,000 for the six months ended January 31, 2004.

     INCOME FROM OPERATIONS. As a result of the foregoing, income from
operations decreased $130,000, or 3.5%, to $3,541,000 for the six months ended
January 31, 2005 from $3,671,000 for the six months ended January 31, 2004.

     INTEREST INCOME. Interest income increased $55,000, or 98.2%, to $111,000
for the six months ended January 31, 2005 from $56,000 for the six months ended
January 31, 2004. This increase is attributable to the higher cash balances of
the Company and an increase in interest rates.

     INCOME TAXES. The Company's effective tax rate increased to 39.4% for the
six months ended January 31, 2005 from 38.6% for the six months ended January
31, 2004. This increase is attributable to higher state income tax rates.

     NET INCOME. Net income decreased $74,000, or 3.2%, to $2,214,000, or $.39
per diluted share, in the six months ended January 31, 2005 from $2,288,000, or
$.40 per diluted share, in the six months ended January 31, 2004.

     The rate of inflation had no material effect on operations for the six
months ended January 31, 2005.

                                      -13-
<PAGE>

FINANCIAL CONDITION AND CAPITAL RESOURCES

     Current assets increased to $39,873,000 and current liabilities decreased
to $4,027,000 at January 31, 2005. This resulted in an increase in working
capital of $677,000 from $35,169,000 at July 31, 2004 to $35,846,000 at January
31, 2005. Cash and cash equivalents decreased $1,383,000 to $18,802,000 at
January 31, 2005 from $20,185,000 at July 31, 2004. The decrease in cash and
cash equivalents was primarily attributable to the acquisition of On Duty in
October 2004 and the payment of the cash dividend of $418,000 in November 2004.

     Operating activities provided net cash of $254,000 for the six months ended
January 31, 2005 as compared to net cash provided by operating activities of
$1,014,000 for the six months ended January 31, 2004. The decrease in net cash
provided by operating activities of $760,000 is attributable to a decrease in
operating cash flow of $164,000, a decrease in operating assets of $480,000 and
a decrease in operating liabilities of $116,000 over the comparable period for
the six months ended January 31, 2004.

     The net cash used in investing activities for the six months ended January
31, 2005 consisted of the purchase of assets of business and the purchase of
equipment. Net cash used in investing activities for the six months ended
January 31, 2004 consisted of the purchase of equipment.

     The net cash used in financing activities for the six months ended January
31, 2005 consisted of the purchase of treasury shares and the payment of a cash
dividend, offset by the proceeds from stock option exercises. The net cash used
in financing activities for the six months ended January 31, 2004 consisted of
the purchase of treasury shares, offset by the proceeds from stock option
exercises.

     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 in 90 to 120 days with respect to contracted and
insurance business and 8 to 45 days with respect to certain governmental payers,
such as Medicare and Medicaid programs. Accounts receivable was 75 days at
January 31, 2005 as compared to 74 days at January 31, 2004.

     The Company has a $7,500,000 committed revolving line of credit facility
(the "credit facility") with its bank. The credit facility allows 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 in October 2005 and requires the Company to meet
certain financial covenants and ratios. The Company is required to pay a .25%
commitment fee on unused amounts, payable in arrears. At January 31, 2005, there
was no outstanding balance under the credit facility.

     In June 2004, the Board of Directors extended the Company's program to
repurchase its Common Stock for an additional year. Purchases of up to
$3,000,000 will 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.

                                      -14-
<PAGE>

     The Company intends to incur capital expenditures of approximately
$1,000,000 during the fiscal year ended July 31, 2005 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, acquisitions and
cash dividends declared by the Board of Directors and otherwise meet its short
term and long term liquidity needs from its current cash balances, cash flow
from operations and its credit facility.

CONTRACTUAL OBLIGATIONS

     The Company rents various office facilities through 2008 under terms of
several lease agreements that include escalation clauses. At January 31, 2005,
minimum rental commitments under noncancellable operating leases are as follows:

Operating Leases

Less than 1 year  $879,000

1-3 years         $415,000

3-5 years         -0-


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

     None.

ITEM 4. 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 (the
"Exchange Act Reports") is recorded, processed, summarized and reported within
the time periods specified in the SEC's rules and forms, and that such
information is accumulated and communicated to the Company's management,
including the principal executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding required disclosure. The
Company's management necessarily has 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.
Management believes that there are reasonable assurances that our controls and
procedures will achieve management's control objectives.

     Prior to the filing date of this report, the Company carried out an
evaluation, under the supervision and with the participation of its management,
including the President and Chief Executive Officer and the Vice President of
Finance and Chief Financial Officer, of the

                                      -15-
<PAGE>

effectiveness of the design and operation of the Company's disclosure controls
and procedures pursuant to Exchange Act Rule 13a-15 as of January 31, 2005.
Based upon that evaluation, the President and Chief Executive Officer and the
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.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

     The evaluation referred to above did not identify any changes in the
Company's internal controls over financial reporting that occurred during the
quarter ended January 31, 2005 that have materially affected, or are reasonably
likely to materially affect, the Company's internal control over financial
reporting.

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

     In October 2003, New England received a subpoena from the United States
Attorney's Office in New Haven, Connecticut. The subpoena sought production of
documents in connection with an investigation into possible violations of
certain federal health care laws. The Company believes that the investigation,
which the Company understands is being conducted in parallel with an
investigation by state of Connecticut authorities, seeks evidence of potentially
fraudulent claims that may have been submitted by psychiatric nurses employed by
New England. The Company cannot now predict the course or outcome of the
investigation or whether additional information will be sought. The Company
believes that the investigation extends to certain other competitors in the
Connecticut market for psychiatric nursing. New England has produced documents
in response to the subpoena and intends to continue to cooperate with the
investigation.


                                      -16-
<PAGE>

ITEM 6.  EXHIBITS.

         The following exhibits are filed herewith:

         Exhibit
         Number                 Description
         ------                 -----------

         31.1     Rule 13a-14(a)/15d-14(a) Certification of Principal Executive
                  Officer.

         31.2     Rule 13a-14(a)/15d-14(a) Certification of Principal Financial
                  Officer.

         32.1     Section 1350 Certification of Principal Executive Officer.

         32.2     Section 1350 Certification of Principal Financial Officer.


                                      -17-
<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:  March 17, 2005             /s/ Robert P. Heller
                                  ----------------------------------------------
                                  Robert P. Heller
                                  Vice President of Finance (principal financial
                                  officer and principal accounting officer)


                                      -18-
<PAGE>

                                  EXHIBIT INDEX

     EXHIBIT NUMBER                          DESCRIPTION
     --------------                          -----------

         31.1*             Rule 13a-14(a)/15d-14(a) Certification of Principal
                           Executive Officer

         31.2*             Rule 13a-14(a)/15d-14(a) Certification of Principal
                           Financial Officer

         32.1*             Section 1350 Certification of Principal Executive
                           Officer

         32.2*             Section 1350 Certification of Principal Financial
                           Officer


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


                                      -19-