SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 Amendment No. 1
                                       to
                                   FORM 10-Q/A


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

       For the quarterly period ended October 31, 1995
                                      ----------------

                                       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  14, 1995 was
4,718,075.

 

<PAGE>



                         NATIONAL HOME HEALTH CARE CORP.

                                    FORM 10-Q

                     FOR THE QUARTER ENDED OCTOBER 31, 1995



PART I.        FINANCIAL INFORMATION                                        Page

Item 1.        Financial Statements


               Consolidated  Balance  Sheets as of October 31, 1995
               and July 31, 1995 (Unaudited)                                3-4

               Consolidated  Statements of Operations for the three
               months ended October 31, 1995 and October 31, 1994
               (Unaudited)                                                    5

               Consolidated Statements of Cash Flows for the three
               months ended October 31, 1995 and October 31, 1994 
               (Unaudited)                                                    6

               Notes to Consolidated Financial Statements                     7

Item 2.        Management's Discussion and Analysis of Financial
               Condition and Results of Operations                          8-9


SIGNATURES                                                                   10



                                          -2-

<PAGE>



                   NATIONAL HOME HEALTH CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                    UNAUDITED

<TABLE>
<CAPTION>

                                                                  October 31, 1995                 July 31, 1995
                                                                  ----------------                 -------------
<S>                                                                   <C>                            <C>       
ASSETS

Current assets:
      Cash and cash equivalents                                       $7,764,000                     $9,237,000
      Investments                                                        813,000                        813,000
      Accounts receivable -
           less allowance for doubtful accounts of
           $411,000 at October 31, 1995 and $99,000
           at July 31, 1995                                            8,542,000                      5,338,000
      Notes receivable                                                   345,000                        349,000
      Income taxes receivable                                                                            72,000
      Prepaid expenses and other assets                                  394,000                        354,000
      Deferred taxes                                                     190,000                         80,000
                                                                    ------------                   ------------

           Total current assets                                       18,048,000                     16,243,000


Furniture, equipment and leasehold
      improvements, net                                                  473,000                        445,000
Notes receivable - noncurrent                                            605,000                        690,000
Excess of cost over fair value of net
      assets of businesses acquired, net                               2,872,000                      1,036,000
Other intangible assets, net                                             301,000                        342,000
Deposits and other assets                                                121,000                        109,000
                                                                    ------------                    -----------


               TOTAL                                                 $22,420,000                    $18,865,000
                                                                    ============                    ===========
</TABLE>


(Continued)


                                       -3-

<PAGE>



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

<TABLE>
<CAPTION>

                                                                   October 31, 1995                 July 31, 1995
                                                                   ----------------                 -------------
<S>                                                                   <C>                             <C>      
LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
       Accounts payable and accrued expenses                          $1,470,000                      $ 910,000
       Income taxes payable                                              180,000
       Capital lease obligations-current                                  33,000                         27,000
       Estimated third-party payor settlements                         2,370,000
                                                                     -----------                    -----------

               Total current liabilities                               4,053,000                        937,000

Capital lease obligations-noncurrent                                       1,000                         14,000
                                                                     -----------                    -----------

               Total liabilities                                       4,054,000                        951,000
                                                                     -----------                    -----------

Stockholders' equity:
       Common stock, $.001 par value; authorized
               20,000,000 shares, issued 5,673,075 shares                  6,000                          6,000
       Additional paid-in capital                                     15,552,000                     15,552,000
       Retained earnings                                               3,759,000                      3,307,000
                                                                     -----------                    -----------
                                                                      19,317,000                     18,865,000

      Less treasury stock (891,000 shares) at cost                      (951,000)                      (951,000)
                                                                     -----------                    -----------

               Total stockholders' equity                             18,366,000                     17,914,000
                                                                     -----------                    -----------

                          TOTAL                                      $22,420,000                    $18,865,000
                                                                     ===========                    ===========


</TABLE>

See accompanying notes to consolidated financial statements.


                                       -4-

<PAGE>



                NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                    UNAUDITED
<TABLE>
<CAPTION>

                                               For the three months ended
                                                      October 31,
                                             ---------------------------------
                                             1995                         1994
                                             -----                       -----

<S>                                      <C>                          <C>       
Patient service revenues                 $10,074,000                  $5,730,000
                                         -----------                  ----------

Operating expenses:
      Cost of revenues                     6,300,000                   3,535,000
      General and administrative           2,939,000                   1,740,000
      Amortization                            73,000                      36,000
                                         -----------                 -----------

         Total operating expenses          9,312,000                   5,311,000
                                         -----------                 -----------

Income from operations                       762,000                     419,000

Interest income                              104,000                     76,000
                                         -----------                 -----------

Income before taxes                          866,000                    495,000

Provision for income taxes                   414,000                    230,000
                                         -----------                 -----------

NET INCOME                                $  452,000                 $  265,000
                                         ===========                 ===========

Net income per share of common stock:          $0.10                       $0.06
                                               =====                       =====


Weighted average shares outstanding        4,718,075                   4,779,075


</TABLE>


See accompanying notes to consolidated financial statements.

                                       -5-

<PAGE>



                NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    UNAUDITED
<TABLE>
<CAPTION>

                                                                      For the three months ended
                                                                              October 31,
                                                                    ---------------------------------
                                                                    1995                         1994
                                                                    -----                       -----
<S>                                                            <C>                         <C>    
Cash flows from operating activities:
   Net income                                                  $   452,000                 $   265,000
   Adjustments to reconcile net income to net
   cash provided by operating activities:
      Depreciation and amortization                                124,000                      75,000
      Changes in operating assets and liabilities:
         (Increase) decrease in accounts receivable               (276,000)                     33,000
         Decrease in income taxes receivable                       351,000                     151,000
         (Increase) in prepaid expenses and other
            assets                                                 (38,000)                    (23,000)
         (Decrease) in accounts payable and
            accrued expenses                                      (238,000)                     (6,000)
         Increase in income taxes payable                          180,000
         Increase in estimated third party payor
            settlements                                            498,000
                                                               -----------                 -----------
              Net cash provided by operating activities          1,053,000                     495,000
                                                               -----------                 -----------

Cash flows from investing activities:
     Purchase of property, plant and equipment                     (13,000)                    (34,000)
     Purchase of investments                                                                   (12,000)
     Purchase of Nurse Care, Inc., net of cash acquired         (2,595,000)
                                                               -----------                 -----------
              Net cash (used in) investing activities           (2,608,000)                    (46,000)
                                                               -----------                 -----------

Cash flows from financing activities:
     Decrease in notes receivable                                   89,000                       5,000
     Principal payments under capital lease obligations             (7,000)                     (7,000)
                                                               -----------                 -----------
              Net cash provided by (used in) financing
                activities                                          82,000                      (2,000)
                                                               -----------                 -----------

NET (DECREASE) INCREASE IN CASH AND
     CASH EQUIVALENTS                                           (1,473,000)                   447,000

Cash and cash equivalents-beginning of period                    9,237,000                   5,017,000
                                                               -----------                 -----------
CASH AND CASH EQUIVALENTS-END OF PERIOD                         $7,764,000                  $5,464,000
                                                               ===========                 ===========

Supplemental  disclosures of cash flow information:  
Cash paid during the period for:
      Taxes                                                       $298,000                    $ 80,000
      Interest                                                       5,000                       2,000
</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,
1995 are not necessarily  indicative of the results that may be expected for the
year ended July 31, 1996.  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, 1995.

NOTE 2 - ACQUISITION

     On August 4, 1995,  the  Company  acquired  all of the  outstanding  common
shares of Nurse Care,  Inc., the parent  company of New England Home Care,  Inc.
("New England").  New England is a licensed Medicare  certified home health care
agency  providing  services in Fairfield and New Haven  counties in the State of
Connecticut. The purchase price of $3,150,000 was generated from internal funds.
The acquisition was accounted for as a purchase and the excess of purchase price
over the  fair  value of the  assets  acquired,  $1,869,000,  was  allocated  to
goodwill and is being amortized over a twenty year period.

     The  following  unaudited  pro forma  consolidated  statement of operations
information  gives effect to the  acquisition  described  above as though it had
occurred on August 1, 1994, after giving effect to certain adjustments.

                                                             Unaudited
                                                          October 31, 1994
                                                          ----------------

Patient fee income                                          $ 9,728,000
Operating expenses                                            9,152,000
                                                           ------------

Income from operations                                      $   576,000
                                                           ============

Net income                                                  $   317,000
                                                           ============

Net income per share                                         $      .07
                                                           ============


NOTE 3 - RECLASSIFICATION

     Certain  amounts  in  the  October  31,  1994  consolidated   statement  of
operations   have  been   reclassified  to  conform  to  the  October  31,  1995
consolidated statement of operations.

                                       -7-

<PAGE>



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

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

     For the  three  months  ended  October  31,  1995,  revenues  increased  by
$4,344,000,  or 76% from  $5,730,000 for the three months ended October 31, 1994
to  $10,074,000  for the three  months  ended  October 31,  1995.  Approximately
$3,692,000 or 85% of this increase is  attributable  to the  acquisition  of New
England.  In addition,  revenues from Health  Acquisition  Corp., the subsidiary
providing home health care services in the New York metropolitan area, increased
$637,000 or 11% from the  corresponding  period of 1994.  This  increase was the
result of additional  volume from existing  contracts with certified home health
care agencies and other long-term provider programs. In addition,  approximately
$225,000 of this increase is attributable to the expansion of services by Health
Acquisition  Corp., in April 1995 to include home care pediatric skilled nursing
services for medically fragile children and their families.

     Cost of  revenues as a  percentage  of revenue  increased  from 62% for the
three  months ended  October 31, 1994 to 63% for the three months ended  October
31, 1995.  This increase is primarily  attributable  to the  acquisition  of New
England,  which has higher cost of revenues as a result of its revenue generated
from Medicare patients being limited to cost reimbursement principles.

     General and administrative expenses as percentage of revenue decreased from
30% as a percentage  of revenue for the three  months ended  October 31, 1994 to
29% for the three months  ended  October 31,  1995.  General and  administrative
expenses  excluding  those relating to New England,  decreased  $79,000 from the
corresponding  period  of  1994.  This  decrease  is  primarily  due to  certain
non-recurring professional fees incurred in the quarter ended October 31, 1994.

     Amortization  increased  from $37,000 to $73,000 for the three months ended
October 31, 1995 as a result of the  recognition of goodwill in connection  with
the acquisition of New England.

     As a result of the foregoing, net income for the three months ended October
31, 1995 was  $452,000  as  compared  to a net income of $265,000  for the three
months ended October 31, 1994.

     The rate of inflation had no material  effect on  operations  for the three
months ended October 31, 1995.


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

     Current  assets  and  current  liabilities  increased  to  $18,048,000  and
$4,053,000,  respectively,  at October  31,  1995  representing  an  increase of
$1,805,000 and $3,116,000,  respectively,  over July 31, 1995. The current ratio
decreased  to 4.45x at October  31, 1995 versus  17.34x at July 31,  1995.  This
decrease is primarily attributable to the acquisition of New England.

     Net cash  provided by operating  activities  was  $1,053,000  for the three
months  ended  October 31, 1995,  as compared to net cash  provided by operating
activities  of  $495,000  for the three  months  ended  October 31,  1994.  This
increase is primarily attributable to increases in net income,  depreciation and
amortization  and estimated  third party payor  settlements.  Historically,  the
Company has financed its working  capital  requirements  through cash flows from
operating activities. Net cash

                                       -8-

<PAGE>



used in  investing  activities  for the three  months  ended  October  31,  1995
reflects  the purchase of  equipment  and the  purchase of New England.  For the
three months  ended  October 31,  1994,  net cash used in  investing  activities
consists of the purchase of equipment and the purchase of  investment.  Net cash
provided by financing activities for the three months ended October 31, 1995 and
1994 reflects the decrease in notes receivable offset by the principal  payments
under capital lease obligations.

     The Company believes that it has sufficient cash to fund its operations for
at least the ensuing twelve month period. The Company has available a $2,000,000
secured  offering  line of credit with the Bank of New York.  In  addition,  New
England  has a secured  advised  line of credit  with the Bank of New York,  the
maximum  amount of which  shall not  exceed  the  lesser  of  eligible  accounts
receivable or $2,000,000.  Both  facilities are at the alternate base commercial
lending  rate of the bank.  As of October 31,  1995,  there were no  outstanding
balances under either line of credit.

     The  Company  has  agreed  in  principle  that a  subsidiary  comprised  of
substantially  all of its Florida  operations,  consisting of the  operations of
Brevard  Medical  Center,   Inc.,  and  First  Health,  Inc.,  will  conduct  an
underwritten  initial public  offering of 1,200,000  shares of common stock at a
proposed price of $5.00 per share.  Upon completion of the offering,  the public
would own approximately  50%, and the Company would retain  approximately 36% of
the  outstanding  common  stock of the  issuer  on a  fully-diluted  basis.  The
planning  for the  proposed  offering is in initial  stages and planning for the
proposed  offering is in initial  stages and there can be no assurance  that the
offering will be consummated as currently contemplated,  if at all. The offering
would be made only by means of a prospectus.










                                       -9-

<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 22, 1996                           /s/ ROBERT P. HELLER
                                                 ----------------------------
                                                 Robert P. Heller
                                                 Vice President of Finance,
                                                 Chief Financial
                                                 and Accounting Officer








                                      -10-