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 April 30, 2000
                                    ----------------

                                       OR

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

      For the transition period from ______________to ______________


                         Commission file number 0-12927

                                                -------

                         NATIONAL HOME HEALTH CARE CORP.
             ------------------------------------------------------
             (Exact name of Registrant as Specified in Its Charter)

          Delaware                                         22-2981141
-------------------------------                ---------------------------------
(State or Other Jurisdiction of                (IRS Employer Identification No.)
 Incorporation or Organization)

                700 White Plains Road, Scarsdale, New York 10583
                ------------------------------------------------
             (Address of Principal Executive Offices with Zip Code)

         Registrant's Telephone Number Including Area Code: 914-722-9000
                                                            ------------

Former  Name,  Former  Address and Former  Fiscal  Year,  if Changed  Since Last
Report.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No __

APPLICABLE  ONLY TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDINGS  DURING  THE
PRECEDING FIVE YEARS:

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required by Section 12, 13 or 15(d) of the  Securities  Exchange Act of
1934 subsequent to the  distribution  of securities  under a plan confirmed by a
court. Yes ____No __

APPLICABLE ONLY TO CORPORATE ISSUERS:

The  number  of  shares  of common  stock  outstanding  as of June 14,  2000 was
4,969,908.

<PAGE>

                         NATIONAL HOME HEALTH CARE CORP.

                                    FORM 10-Q

                      FOR THE QUARTER ENDED APRIL 30, 2000
<TABLE>
<CAPTION>

PART I.                    FINANCIAL INFORMATION                                                            Page
                                                                                                            ----

            <S>               <C>                                                                         <C>
             Item 1.       Financial Statements

                           Consolidated Balance Sheets as of April 30, 2000
                           and July 31, 1999 (unaudited)                                                     3-4

                           Consolidated  Statements of Operations  for the three
                           months  ended  April 30,  2000 and April 30, 1999 and
                           the nine months ended April 30, 2000 and April 30,

                           1999 (unaudited)                                                                    5

                           Consolidated  Statements  of Cash  Flows for the nine
                           months ended April 30, 2000 and April 30, 1999

                           (unaudited)                                                                         6

                           Notes to Consolidated Financial Statements                                        7-9

Item 2.                    Management's Discussion and Analysis of Financial Condition and
                           Results of Operations                                                           10-14


PART II.                   OTHER INFORMATION

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

SIGNATURES                                                                                                    16
</TABLE>

                                       -2-

<PAGE>

                NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                    UNAUDITED

<TABLE>
<CAPTION>

                                                                          April 30, 2000            July 31, 1999
                                                                          --------------            -------------
ASSETS

Current assets:
<S>                                                                           <C>                      <C>
     Cash and cash equivalents                                                $4,817,000               $7,442,000
     Investments                                                                  18,000                  178,000
     Accounts receivable-less allowance
         for doubtful accounts of
         $635,000 at April 30, 2000
         and $392,000 at July 31, 1999                                        15,370,000               10,459,000
     Income taxes receivable                                                      ------                  110,000
     Prepaid expenses and other assets                                           286,000                  181,000
     Deferred taxes                                                              417,000                  417,000
                                                                              ----------               ----------

         Total current assets                                                 20,908,000               18,787,000

Furniture, equipment and leasehold
     improvements, net                                                           810,000                  543,000
Excess of cost over fair value of net assets of
     businesses acquired, net                                                  7,098,000                5,334,000
Other intangible assets, net                                                   1,330,000                1,239,000
Deposits and other assets                                                        186,000                  189,000
                                                                              ----------               ----------
         TOTAL                                                               $30,332,000              $26,092,000
                                                                             ===========              ===========
</TABLE>
  (continued)


                                       -3-

<PAGE>

                NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                    UNAUDITED

<TABLE>
<CAPTION>

                                                                           April 30, 2000        July 31, 1999
                                                                           --------------        -------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
<S>                                                                           <C>                    <C>
     Accounts payable and accrued expenses                                    $   1,735,000          $  1,079,000
     Estimated third-party payor settlements                                        312,000               -------
     Income taxes payable                                                           343,000               -------
                                                                            ---------------    ------------------
         Total current liabilities                                                2,390,000             1,079,000
                                                                            ---------------    ------------------
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                                                           11,510,000             8,183,000
                                                                            ---------------    ------------------
                                                                                 30,041,000            26,714,000

Less treasury stock (1,225,328 and 1,124,936 shares)
at cost                                                                          (2,099,000)           (1,701,000)
                                                                            ---------------    ------------------

         Total stockholders' equity                                              27,942,000            25,013,000
                                                                            ---------------    ------------------

                   TOTAL                                                        $30,332,000           $26,092,000
                                                                      =====================    ==================
</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                  For the nine months ended
                                                                  April 30,                                   April 30,
                                                       -----------------------------                -------------------
                                                         2000                  1999                  2000                 1999
                                                         ----                  ----                  ----                 ----
<S>                                                  <C>                     <C>                   <C>                <C>
Net patient revenue                                  $15,245,000             $9,645,000            $39,780,000        $28,872,000
                                                     -----------             ----------            -----------        -----------
Operating expenses:
     Cost of revenue                                   9,647,000              6,238,000             25,416,000         18,884,000
     General and administrative                        3,859,000              2,741,000             10,147,000          7,667,000
     Bad debt expense                                    235,000                  -----                470,000              -----
     Amortization of intangibles                         170,000                142,000                479,000            409,000
                                                     -----------             ----------            -----------        -----------

         Total operating expenses                     13,911,000              9,121,000             36,512,000         26,960,000
                                                     -----------             ----------            -----------        -----------

Income from operations                                 1,334,000                524,000              3,268,000          1,912,000

Other income (loss):
     Interest income                                      47,000                 95,000                168,000            290,000
     Gain resulting from sale of                           -----                  -----              1,602,000              -----
         subsidiary stock
     (Loss) from equity investee                           -----                  -----                  -----           (674,000)
                                                     -----------             ----------            -----------        -----------

Income before taxes                                    1,381,000                619,000              5,038,000          1,528,000

Provision for income taxes                               604,000                199,000              1,711,000            837,000
                                                     -----------             ----------            -----------        -----------

NET INCOME                                              $777,000               $420,000             $3,327,000         $  691,000
                                                     ===========             ==========            ===========        ===========

Net income per share:
     Basic                                                 $0.16                  $0.08                  $0.66              $0.13
                                                     ===========             ==========            ===========        ===========

     Diluted                                               $0.15                  $0.08                  $0.66              $0.13
                                                     ===========             ==========            ===========        ===========

Weighted average shares outstanding:

     Basic                                             5,010,892              5,148,647              5,046,232          5,178,124

     Diluted                                           5,024,117              5,239,987              5,050,640          5,257,145
</TABLE>

See accompanying notes to consolidated financial statements.

                                       -5-

<PAGE>

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

<TABLE>
<CAPTION>

                                                                                            For the nine months ended April 30,
                                                                                            -----------------------------------
                                                                                                 2000                      1999
                                                                                                 ----                      ----
Cash flows from operating activities:

<S>                                                                                    <C>                      <C>
     Net income                                                                        $       3,327,000        $        691,000
     Adjustments  to  reconcile  net income to net cash  provided  by  operating
     activities:
         Depreciation and amortization                                                           639,000                 502,000
         Gain resulting from sale of subsidiary stock                                         (1,602,000)                  -----
         Provision for doubtful accounts                                                         243,000                   -----
         Loss from equity investee                                                                 -----                 674,000
         Gain on sale of assets                                                                   (6,000)                 (3,000)
         Changes in:
              Accounts receivable                                                             (2,904,000)             (1,186,000)
              Income taxes receivable/payable                                                    453,000                  93,000
              Prepaid expenses and other assets                                                 (102,000)                139,000
              Accounts payable, accrued expenses and other liabilities                           656,000                  67,000
              Estimated third party payor settlements                                            312,000                  93,000
                                                                                       -----------------        ----------------
                  Net cash provided by operating activities                                    1,016,000               1,070,000
                                                                                       -----------------        ----------------

Cash flows from investing activities:

     Proceeds from sale of subsidiary stock                                                    1,602,000                   -----
     Proceeds of investments                                                                     160,000                 175,000
     Purchase of property, plant and equipment                                                  (225,000)               (127,000)
     Purchase of assets of business                                                           (4,790,000)             (1,943,000)
     Purchase of Accredited Health Services, Inc., net of cash acquired                              -----            (1,733,000)
     Proceeds from sale of assets                                                                 10,000                   6,000
                                                                                       -----------------        ----------------
                  Net cash (used in) investing activities                                     (3,243,000)             (3,622,000)
                                                                                       -----------------        ----------------

Cash flows from financing activities:

     Purchase of treasury shares                                                                (398,000)               (355,000)
     Repayment of notes payable                                                                    -----                (421,000)
                                                                                       -----------------        ----------------
                  Net cash (used in) financing activities                                       (398,000)               (776,000)
                                                                                       ------------------       -----------------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS                                                   (2,625,000)             (3,328,000)

Cash and cash equivalents-beginning of period                                                  7,442,000              10,992,000
                                                                                       -----------------        ----------------

CASH AND CASH EQUIVALENTS-END OF PERIOD                                                $       4,817,000            $  7,664,000
                                                                                       =================        ================
Supplemental  disclosures of cash flow information:  Cash paid during the period
     for:

         Taxes                                                                         $       1,275,000        $        605,000
         Interest                                                                                  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 and nine month  periods  ended
April  30,  2000  are not  necessarily  indicative  of the  results  that may be
expected for the year ending July 31, 2000.  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, 1999.

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.  SunStar, formerly a wholly owned
subsidiary  of the Company,  had  comprised  the  Company's  Florida  outpatient
medical  center  operations.  During the nine months ended April 30,  2000,  the
Company  sold  259,510  shares of  SunStar  with  sales  proceeds  approximately
$1,602,000.  The Company currently owns  approximately  21.6% of SunStar and has
been utilizing the equity method of accounting for its investment in SunStar. As
of April 30, 2000, the Company's  carrying value of its investment in SunStar is
$0.

         On February 2, 2000,  SunStar  issued a press release  stating that the
Florida  Department of Insurance has taken over SunStar's main subsidiary due to
significant  deficiencies in statutory capital and will liquidate it immediately
thereafter.

NOTE 3 - ACQUISITIONS

         On August 10, 1998,  the Company,  through its wholly owned  subsidiary
Health Acquisition Corp.  ("Health  Acquisition"),  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  ("Bryan Home Care"),  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  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 November 1, 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  $1,949,000 in cash,  including
acquisition costs of $85,000, was generated from internal funds. The acquisition
was  accounted  for as a  purchase.  The  allocation  of  purchase  price was as
follows: $1,119,000 to total current assets, $59,000 to furniture and equipment,
$40,000 to other assets, $550,000 to total current liabilities,  $4,000 to other
liabilities  and  $1,285,000 to the excess of purchase price over the fair value
of assets  acquired.  Revenues from Accredited  approximated  $5,300,000 for the
fiscal year ended March 31, 1998.

         On  November  1, 1999,  the  Company  acquired,  through  wholly  owned
subsidiaries  in  Connecticut,  certain  assets  of  Optimum  Care  Services  of
Connecticut,  Inc.,  Optimum Home Health of  Connecticut,  Inc. and Optimum Home
Care of  Connecticut,  Inc. (the "Optimum  entities").  The assets were acquired
from a  court-appointed  Chapter 7 Trustee for a purchase price of $4,490,000 in
cash,  including  acquisition costs of $90,000,  which amount was generated from
internal funds of the Company.  The final purchase price was determined  through
an auction  process  conducted  at the Untied  States  Bankruptcy  Court for the
District of Massachusetts.  The assets acquired  included certain,  but not all,
machinery,  equipment  intangibles and accounts  receivable and was allocated as
follows: $2,250,000 to accounts receivable,  $205,000 to furniture and equipment
and  $2,035,000  to excess of cost over  fair  value of net  assets of  business
acquired.  The acquisition  represented the Company's  opportunity to expand its
Connecticut  operations  into  additional  areas in the  state.  The  Company is
operating  the acquired  assets under the Company's  pre-existing  subsidiary in
Connecticut,  New England Home Care, Inc, ("New England"), and a recently formed
subsidiary, Connecticut Staffing Works Corp. ("Ct. Staffing").

         The Optimum Entities had been engaged in the business of providing home
health care, staffing and related services in Connecticut,  including a Medicare
certified  and  licensed  home  health care  agency and an  affiliate  providing
staffing services.

         On April  14,  2000,  the  Company  acquired,  through  a wholly  owned
subsidiary,  certain assets of the Connecticut operations of U.S. HomeCare Corp.
("U.S.   HomeCare-Connecticut")  for  $300,000  in  cash.  The  acquisition  was
accounted for as a purchase and the cost was  allocated as follows:  $150,000 to
personnel files and $150,000 to patient files.  The purchase price was generated
from internal funds of the Company.  The acquisition  complemented the Company's
existing   operations   in  the   state  of   Connecticut.   Revenues   of  U.S.
HomeCare-Connecticut approximated $3,500,000 in 1999.

                                       -8-

<PAGE>

NOTE 4 - PER SHARE DATA
<TABLE>
<CAPTION>

                                                                   For the three months ended
                                                                          April 30,
                                                                   --------------------------
                                                            2000                                 1999
                                                            ----                                 ----
                                                 Income             Shares             Income             Shares
                                                 ------             ------             ------             ------
Basic EPS:
<S>                                          <C>                    <C>                <C>                <C>
         Net income                            $  777,000           5,010,892          $420,000           5,148,647
Effect of dilutive securities -
common stock options                                -----              13,255             -----              91,340
                                               ----------           ---------          --------           ---------

Diluted EPS                                    $  777,000           5,024,117          $420,000           5,239,987
                                               ==========           =========          ========           =========
</TABLE>
<TABLE>
<CAPTION>

                                                                    For the nine months ended
                                                                            April 30,
                                                                   --------------------------

                                                            2000                                 1999
                                                            ----                                 ----
                                                 Income             Shares             Income            Shares
                                                 ------             ------             ------            ------
<S>                                          <C>                    <C>                <C>                <C>
Basic EPS:
         Net income                            $3,327,000            5,046,232           $691,000         5,178,124
Effect of dilutive securities -
common stock options                                  -----              4,408              -----            79,021
                                               ----------           ---------          --------           ---------
Diluted EPS                                    $3,327,000            5,050,640           $691,000         5,257,145
                                               ==========            =========           ========         =========
</TABLE>

                                       -9-

<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 for the fiscal year ended July 31, 1999.

         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 are currently
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 are  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.

         The new IPS cost limits were applied to the Company's Connecticut-based
Medicare  certified  nursing agency for the cost reporting period beginning July
1, 1998. The Company determined that these new limits would reduce 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.

         The  implementation  of IPS has  resulted  in a  decrease  in  Medicare
revenue from the Company's Medicare certified agency. In addition, the Company's
operations in New York and New Jersey are dependent  upon  referrals,  primarily
from Medicare certified home health care agencies,  whose reimbursement has been
adversely affected. Accordingly, there can be no

                                      -10-

<PAGE>

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

----------------------------------------------

Three Months Ended April 30, 2000 Compared to Three Months Ended April 30, 1999

         For the  three  months  ended  April  30,  2000,  net  patient  revenue
increased  $5,600,000,  or 58.1%,  to $15,245,000  from $9,645,000 for the three
months ended April 30, 1999.  This increase is attributable to $5,970,000 of net
patient  revenue  realized  from the  expansion of the  Company's  operations in
Connecticut  through  the  opportunity  represented  by the  liquidation  of the
Optimum  Entities,  the acquisition on November 1, 1999 of certain assets of the
Optimum Entities from the bankruptcy  trustee and the successful  penetration of
the  available  market  share,  offset by the decline in same source net patient
revenue of ($370,000).  As a result of such expansion,  net patient revenue from
New England, the subsidiary that is Medicare certified and licensed in the state
of Connecticut,  increased  $4,782,000,  or 206.6%,  to $7,097,000 for the three
months ended April 30, 2000 from $2,315,000 for the three months ended April 30,
1999. To a lesser degree,  net patient  revenue  generated from New England also
benefited  from the  acquisition  on April 14,  2000 of  certain  assets of U.S.
HomeCare-Connecticut.  Also as a result of such  expansion,  net patient revenue
from Ct.  Staffing,  the Company's  new  subsidiary  that provides  supplemental
staffing  in  the  state  of  Connecticut,  generated  net  patient  revenue  of
$1,188,000  for the three  months ended April 30, 2000 as compared to $0 for the
three months ended April 30, 1999.  Over the periods,  net patient  revenue from
Health  Acquisition,  the subsidiary  providing home health care services in the
New York metropolitan area, decreased ($137,000),  or (2.3%), to $5,885,000 from
$6,022,000.  This decrease is  attributable  to the continued  decline in hours,
and,  in some  cases,  a  decrease  in  reimbursement  rates  from the  Medicare
certified home health care agencies that Health Acquisition contracts with, as a
result of the implementation of IPS. On October 26, 1999, Health Acquisition had
been  notified by Visiting  Nurse Service of New York that it would not continue
to subcontract home health aides from Health Acquisition  commencing in the year
2000. Notwithstanding the previous notification,  Health Acquisition has had its
contract  renewed  with  Visiting  Nurse  Service of New York for one year.  Net
patient  revenue from Visiting  Nurse Service of New York was $4,206,000 for the
nine months ended April 30, 2000 as compared to  $4,638,000  for the  comparable
period of 1999.  Over the  periods,  net patient  revenue from  Accredited,  the
subsidiary  providing  home  health  care  services  in the state of New Jersey,
decreased ($233,000),  or (17.8%), to $1,075,000 from $1,308,000.  This decrease
is  attributable  to the  Company  reducing  certain  geographic  areas where it
provides  home  health aide  services,  as a result in both the decline in hours
from the Medicare certified agencies that Accredited  contracts with, along with
the shortage of available home health aide workers to staff cases.

         Cost of revenue as a  percentage  of net patient  revenue  decreased to
63.2% for the three  months ended April 30, 2000 from 64.7% for the three months
ended April 30, 1999. This decrease is attributable to the higher  reimbursement
rates  generated  from the expansion  into the market  previously  served by the
Optimum Entities.

                                      -11-

<PAGE>

         General and administrative expenses increased $1,118,000,  or 40.9%, to
$3,859,000  for the three  months ended April 30, 2000 from  $2,741,000  for the
three  months  ended  April 30,  1999.  This  increase  is  attributable  to the
additional general and  administrative  expenses incurred in connection with the
expansion  into the  market  previously  served by the  Optimum  Entities.  As a
percentage of net patient revenue, general and administrative expenses decreased
to 25.3% for the three  months  ended  April 30,  2000 from  28.4% for the three
months ended April 30, 1999.

         The Company  recorded a provision  of $235,000 in bad debt  expense for
the three  months  ended April 30,  2000 as compared to $0 for the three  months
ended April 30, 1999. As the Company does not have  experience  with many of the
new payor sources that it now contracts  with as a result of the expansion  into
the market previously  served by the Optimum Entities,  the Company has set up a
reserve  against its  accounts  receivable.  In  addition,  the Company has seen
increases in accounts  receivable  balances with many of the Medicare  certified
agencies that it contracts with.  Accordingly,  the Company is reserving against
accounts  receivable  in the event that some of these  accounts  will have to be
written off. The Company is closely  monitoring  the credit terms being extended
these agencies.

         Amortization of intangibles  increased to $170,000 for the three months
ended April 30, 2000 from  $142,000  for the three  months ended April 30, 1999.
This  increase  is  attributable  to the  acquisition  of certain  assets of the
Optimum Entities.

         As  a  result  of  the  foregoing,  income  from  operations  increased
$810,000,  or 154.6%,  to  $1,334,000  for the three months ended April 30, 2000
from $524,000 for the three months ended April 30, 1999.

         Interest income decreased (50.5%) to $47,000 for the three months ended
April 30, 2000 from  $95,000 for the three  months  ended April 30,  1999.  This
decrease is attributable to the cash used in investing activities resulting from
the   acquisition   of  certain   assets  of  the  Optimum   Entities  and  U.S.
HomeCare-Connecticut.

         The  Company's  effective  tax rate  increased  to 43.7%  for the three
months  ended  April 30,  2000 from 32.1% for the three  months  ended April 30,
1999.  This  increase is the result of a benefit  recorded  in the three  months
ended April 30, 1999 for an overaccrual of taxes recorded in fiscal 1998.

Nine Months Ended April 30, 2000 Compared to Nine Months Ended April 30, 1999.

         For the nine months ended April 30, 2000, net patient revenue increased
$10,908,000, or 37.8%, to $39,780,000 from $28,872,000 for the nine months ended
April 30, 1999.  This increase is  attributable  to  $12,092,000  of net patient
revenue  realized from the expansion of the Company's  operations in Connecticut
through the opportunity  represented by the liquidation of the Optimum Entities,
the  acquisition on November 1, 1999 of certain  assets of the Optimum  Entities
from the  bankruptcy  trustee and the  successful  penetration  of the available
market  share,  offset by the  decline  in same  source net  patient  revenue of
($1,184,000).  As a result  of such  expansion,  net  patient  revenue  from New
England increased $8,855,000, or 120.8%, to

                                      -12-

<PAGE>

$16,188,000  for the nine months  ended April 30, 2000 from  $7,333,000  for the
nine months  ended April 30,  1999.  Also,  as a result of such  expansion,  net
patient revenue from Ct. Staffing was $2,488,000 for the nine months ended April
30, 2000 as compared to $0 for the nine months  ended April 30,  1999.  Over the
periods, net patient revenue from Health Acquisition decreased ($1,184,000),  or
(6.3%) to $17,715,000 from $18,899,000.  This decrease is explained in the above
three-month  discussion.  Over the periods,  net patient revenue from Accredited
increased $749,000 to $3,389,000 from $2,640,000.  This increase is attributable
to nine months revenue included in the current  nine-month period as compared to
six months revenue in the prior nine-month period, as Accredited was acquired on
November 1, 1998.

         Cost of revenue as a  percentage  of net patient  revenue  decreased to
63.9% for the nine  months  ended  April 30, 2000 from 65.4% for the nine months
ended April 30, 1999. This decrease is attributable to the higher  reimbursement
rates  generated  from the expansion  into the market  previously  served by the
Optimum Entities.

         General and administrative expenses increased $2,480,000,  or 32.3%, to
$10,147,000  for the nine months  ended April 30, 2000 from  $7,667,000  for the
nine  months  ended  April  30,  1999.  This  increase  is  attributable  to the
additional general and  administrative  expenses incurred in connection with the
expansion  into the  market  previously  served by the  Optimum  Entities.  As a
percentage of net patient revenue, general and administrative expenses decreased
to 25.5% for the nine months ended April 30, 2000 from 26.6% for the nine months
ended April 30, 1999.

         The Company  recorded a provision  of $470,000 in bad debt  expense for
the nine  months  ended  April 30,  2000,  as compared to $0 for the nine months
ended April 30,  1999.  This  increase  is  explained  in the above  three-month
discussion.

         Amortization  of intangibles  increased to $479,000 for the nine months
ended April 30, 2000 from  $409,000  for the nine months  ended April 30,  1999.
This increase is  attributable to the acquisition of the stock of Accredited and
the acquisitions of certain assets of the Optimum Entities.

         As  a  result  of  the  foregoing,  income  from  operations  increased
$1,356,000,  or 70.9%,  to  $3,268,000  for the nine months ended April 30, 2000
from $1,912,000 for the nine months ended April 30, 1999.

         Interest income decreased (42.0%) to $168,000 for the nine months ended
April 30, 2000 from  $290,000  for the nine months  ended April 30,  1999.  This
decrease is attributable to cash used in investing activities resulting from the
acquisition   of   certain   assets   of   the   Optimum   Entities   and   U.S.
HomeCare-Connecticut.

         During the nine months  ended April 30,  2000,  the Company  recorded a
gain on sale of subsidiary stock in the amount of $1,602,000  resulting from the
sale of 259,510 shares of SunStar.  During the nine months ended April 30, 1999,
the Company recorded a loss from equity investee of ($674,000), representing the
Company's share of the net loss reported by SunStar for the same period.

                                      -13-

<PAGE>

         The Company's effective tax rate decreased to 34.0% for the nine months
ended April 30, 2000 from 54.8% for the nine months ended April 30,  1999.  This
decrease is  attributable to the Company's share of SunStar's net loss, in which
no income tax benefit was  recorded  for the nine months  ended April 30,  1999.
Excluding the gain on sale of subsidiary stock in the current  nine-month period
and the tax  effect of loss  from  equity  investee  in the  prior  period,  the
effective tax rate  increased to 44.6% for the nine months ended April 30, 2000,
as compared to 38.0% for the nine months ended April 30, 1999.  This increase is
the result of a benefit  recorded in the nine months ended April 30, 1999 for an
overaccrual of taxes recorded in fiscal 1998.

         The rate of inflation had no material effect on operations for the nine
months ended April 30, 2000.

Financial Condition and Capital Resources

-----------------------------------------

         Current  assets  increased  to  $20,908,000  and  current   liabilities
increased to $2,390,000,  respectively,  at April 30, 2000.  This resulted in an
increase in working  capital of $810,000,  from  $17,708,000  at July 31,1999 to
$18,518,000 at April 30, 2000. Cash and cash equivalents decreased ($2,625,000),
to $4,817,000 at April 30, 2000 from  $7,442,000 at July 31, 1999.  The decrease
in cash is primarily  attributable  to the  acquisitions  made by the Company of
certain  assets of the Optimum  Entities  and U.S.  HomeCare-Connecticut  for an
aggregate purchase price of $4,790,000 in cash, offset by the proceeds from sale
of subsidiary stock in the amount of $1,602,000.

         The Company  provided net cash from operating  activities of $1,016,000
for the nine months  ended  April 30,  2000 as compared to net cash  provided by
operating activities of $1,070,000 for the nine months ended April 30, 1999. The
decrease in operating  cash flow of ($54,000) is primarily  attributable  to the
net changes in current assets and current  liabilities of ($794,000),  offset by
the increase of $740,000 in cash flow from operations over the comparable period
of 1999.  Net cash used in investing  activities for the nine months ended April
30, 2000 reflects the acquisitions of certain assets of the Optimum Entities and
U.S.  HomeCare-Connecticut and the purchase of equipment,  offset by the proceed
from the sale of subsidiary  stock,  proceeds of investments and sale of assets.
Net cash used in investing  activities  for the nine months ended April 30, 1999
reflects  acquisitions made by the Company and purchase of equipment,  offset by
the  proceeds  of  investments  and sale of assets.  Net cash used in  financing
activities  for the nine months  ended April 30, 2000  reflects  the purchase of
treasury shares. Net cash used in financing activities for the nine months ended
April 30, 1999,  reflects the purchase of treasury  shares and the  repayment of
notes payable to the former officers of Accredited.

         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  subsidiary's  secured  line of
credit may not exceed the lesser of eligible accounts  receivable or $2,000,000.
Both credit  facilities bear interest at the alternate base  commercial  lending
rate of the bank and expire  January 31, 2001.  At April 30, 2000,  there was no
outstanding  balances  under  either line of credit.  The  Company is  currently
considering

                                      -14-

<PAGE>

increasing its credit facilities so that it may continue to make acquisitions in
the home health care field.

         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  has  continued  for an  additional  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  date-sensitive  devices,  systems
and computer  programs that were  deployed  using two digits rather than four to
define  the  applicable  year.  Any  such  technologies  may  recognize  a  year
containing "00" as the year 1900 rather than the year 2000. This could result in
a system failure or miscalculation  causing disruption of operations  including,
among other things, a temporary  inability to process  transactions or engage in
similar normal business activities.

         The Company did not experience any  significant  malfunctions or errors
in its information or business  systems when the date changed from 1999 to 2000.
Based on its  operations  since January 1, 2000, the Company does not expect any
significant  problems  related to the Year 2000 issue.  However,  it is possible
that the full  impact of the date  change  has not been  fully  recognized.  For
example,  it is possible  that Year 2000 or similar  issues,  such as  leap-year
related problems,  may occur with financial closings.  The Company believes that
any such problems will be minor and easily corrected.  In addition,  the Company
could still be negatively  impacted if the Year 2000 or similar issues adversely
affect its  customers or suppliers.  Currently,  the Company is not aware of any
significant Year 2000 or similar problems that have arisen with its customers or
suppliers.

Disclosure Regarding Private Securities Litigation Reform Act of 1995
---------------------------------------------------------------------

         Except for  historical  information  contained  in this  report on Form
10-Q, certain matters set forth herein are  forward-looking  statements that are
dependent on certain risks and  uncertainties,  including  such  factors,  among
others,  as  market  acceptance,  market  demand  pricing,  changing  regulatory
environment,  changing  economic  conditions,  risks in new  product and service
development,   the  effect  of  the  Company's  accounting  policies,  risks  in
connection with  acquisitions and other risks detailed in the Company's  filings
with the Securities and Exchange Commission.

                                      -15-

<PAGE>

PART II.      OTHER INFORMATION

Item 1.       Legal Proceedings

              Several  class  action  complaints  have been  filed in the United
States  District Court for the Middle  District of Florida  against the Company,
its directors who were directors of SunStar and another party. In addition,  the
Company  understands that related complaints have been filed against SunStar and
its management. These complaints assets claims under the Securities Exchange Act
of 1934 relating to SunStar and its subsidiary,  SunStar Health Plans, Inc. (the
"HMO"), which is presently in liquidation.  It is alleged in the complaints that
during the proposed class period, SunStar made material misstatements of fact or
omitted to disclose  material  information  concerning  the adequacy of reserves
maintained by the HMO, its estimates of  outstanding  and future  medical claims
and delays in the processing of claims.  The complaints  against the Company and
its directors are based on the allegation  that the Company and those  directors
influenced  the  alleged  conduct of  SunStar.  The  company  believes  that the
complaints are without merit and intends to vigorously defend them.

Item 6.       Exhibits and reports on Form 8-K

              (a)   Exhibits:

                    27.1 Financial Data Schedule

              (b)   Reports on Form 8-K

                    None

                                      -16-

<PAGE>

                                   SIGNATURES

                                   ----------

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

                                        National Home Health Care Corp.


Date:  June 14, 2000                    /s/ Robert P. Heller
                                        ----------------------------
                                        Robert P. Heller
                                        Vice President of Finance and
                                        Chief Financial Officer
                                        (chief financial and accounting officer)

                                      -17-