SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


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

       For the quarterly period ended October 31, 1997

                                                                  OR

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

       For the transition period from _________________ to  _________________ 


                         Commission file number 0-12927

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

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

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

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


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

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

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

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required by Section 12, 13 or 15(d) of the  Securities  Exchange Act of
1934 subsequent to the  distribution  of securities  under a plan confirmed by a
court.    Yes [_]    No [_]

APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares of common  stock  outstanding  as of December  15, 1997 was
5,251,846.



<PAGE>



                        NATIONAL HOME HEALTH CARE CORP.

                                   FORM 10-Q

                     FOR THE QUARTER ENDED OCTOBER 31, 1997



PART I.        FINANCIAL INFORMATION                                        Page

Item 1.        Financial Statements


               Consolidated Balance Sheets as of October 31, 1997
                    and July 31, 1997 (Unaudited)                            3-4

               Consolidated Statements of Operations for the three  
                    months ended October 31, 1997 and 
                    October 31, 1996 (Unaudited)                               5

               Consolidated Statements of Cash Flows for the three 
                    months  ended October 31, 1997 and 
                    October 31, 1996 (Unaudited)                               6

               Notes to Consolidated Financial Statements                    7-8

Item 2.        Management's Discussion and Analysis of Financial
               Condition and Results of Operations                          9-12

PART II.       OTHER INFORMATION

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

SIGNATURES                                                                    14



                                       -2-

<PAGE>


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

                                                       October 31,     July 31,
                                                          1997          1997
                                                       -----------   -----------
ASSETS

Current assets:
     Cash and cash equivalents                         $ 9,551,000   $ 9,324,000
     Investments                                           508,000       508,000
     Accounts receivable -
           less allowance for doubtful accounts of
           $310,000 at October 31, 1997 and
           $327,000 at July 31, 1997                     8,725,000     8,176,000
     Prepaid expenses and other assets                     110,000       163,000
     Deferred taxes                                        230,000       230,000
                                                       -----------   -----------

           Total current assets                         19,124,000    18,401,000

Furniture, equipment and leasehold
     improvements, net                                     376,000       378,000
Excess of cost over fair value of net assets of
     businesses acquired, net                            3,307,000     3,350,000
Other intangible assets, net                               896,000       947,000
Deposits and other assets                                  137,000       138,000
Investment in unconsolidated investee                    1,663,000     2,010,000
                                                       -----------   -----------
          TOTAL                                        $25,503,000   $25,224,000
                                                       ===========   ===========
           

(continued)



                                       -3-

<PAGE>


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

<TABLE>
<CAPTION>
                                                        October 31,       July 31, 
                                                            1997            1997
                                                        ------------    ------------
<S>                                                     <C>             <C>         
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable and accrued expenses              $  1,009,000    $  1,331,000
     Income taxes payable                                    385,000          22,000
     Estimated third-party payor settlements                 226,000         195,000
                                                        ------------    ------------

           Total current liabilities                       1,620,000       1,548,000
                                                        ------------    ------------

Deferred tax liability                                       198,000         316,000
                                                        ------------    ------------

           Total liabilities                               1,818,000       1,864,000
                                                        ------------    ------------

Stockholders' equity:
     Common stock, $.001 par value: authorized
     20,000,000 shares, issued 6,228,746 and
     6,208,646 shares                                          6,000           6,000
     Additional paid-in capital                           18,525,000      18,476,000
     Retained earnings                                     6,221,000       5,842,000
                                                        ------------    ------------
                                                          24,752,000      24,324,000

     Less treasury stock (977,900 and 957,500 shares)
     - at cost                                            (1,067,000)       (964,000)
                                                        ------------    ------------

           Total stockholders' equity                     23,685,000      23,360,000
                                                        ------------    ------------

                   TOTAL                                $ 25,503,000    $ 25,224,000
                                                        ============    ============
</TABLE>


See accompanying notes to consolidated financial statements.


                                       -4-

<PAGE>



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


                                          For the three months ended October 31,
                                          --------------------------------------
                                                       1997             1996
                                               ---------------------------------


Net patient revenue                                $ 9,101,000      $ 8,686,000
                                                   -----------      -----------

Operating expenses:
     Cost of revenue                                 5,891,000        5,691,000
     General and administrative                      2,222,000        2,069,000
     Amortization of intangibles                        93,000           48,000
                                                   -----------      -----------

           Total operating expenses                  8,206,000        7,808,000
                                                   -----------      -----------

Income from operations                                 895,000          878,000

Other income:
     Interest income                                   140,000          105,000
     (Loss) from equity investee                      (347,000)         (30,000)
                                                   -----------      -----------

Income before taxes                                    688,000          953,000

Provision for income taxes                             309,000          415,000
                                                   -----------      -----------

NET INCOME                                             379,000          538,000
                                                   ===========      ===========

Net income per share of common stock                      0.07             0.10
                                                   ===========      ===========
Weighted average shares outstanding                  5,250,319        5,248,346




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,
                                                           --------------------------------------
                                                                    1997           1996
                                                                -----------    -----------
<S>                                                             <C>            <C>        
Cash flows from operating activities:
     Net income                                                 $   379,000    $   538,000
     Adjustments to reconcile net income to net cash provided
     by operating activities:
         Depreciation and amortization                              119,000         76,000
         Provisions for doubtful accounts                            15,000           --
         Loss from equity investee                                  347,000         30,000
         Deferred tax                                              (118,000)        58,000
         Changes in:
             Accounts receivable                                   (564,000)       352,000
             Prepaid expenses and other assets                       54,000         48,000
             Accounts payable, accrued expenses and other
                    liabilities                                    (322,000)      (123,000)
             Income taxes receivable/payable                        363,000        134,000
             Estimated third party payor settlements                 31,000       (294,000)
                                                                -----------    -----------
                    Net cash provided by operating activities       304,000        819,000
                                                                -----------    -----------

Cash flows from investing activities:
     Purchase of furniture, equipment and leasehold
     improvements                                                   (23,000)       (80,000)
                                                                -----------    -----------
                    Net cash (used in) investing activities         (23,000)       (80,000)
                                                                -----------    -----------

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

Net increase in cash and cash equivalents                           227,000        739,000

Cash and cash equivalents - beginning of period                   9,324,000      8,929,000
                                                                -----------    -----------

Cash and cash equivalents-end of period                         $ 9,551,000    $ 9,668,000
                                                                ===========    ===========

Supplemental  disclosures of cash flow information:  Cash paid during the period
     for:
         Taxes                                                  $    83,000    $   395,000
         Interest                                                     1,000           --
</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,
1997 are not necessarily  indicative of the results that may be expected for the
year ended July 31, 1998.  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, 1997.

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

           On May 21,  1996,  the initial  public  offering  of common  stock by
SunStar  Healthcare,  Inc.  ("SunStar") was consummated.  Prior to the offering,
SunStar had been a  wholly-owned  subsidiary  of the Company,  consisting of its
Florida outpatient medical center operations.  As a result of the offering,  the
Company currently owns 900,000 shares, or approximately  37.6%, of SunStar.  The
Company is accounting  for its  investment in SunStar using the equity method of
accounting.


NOTE 3 - ACQUISITIONS

           On March 25, 1997, the Company,  through its wholly-owned  subsidiary
Health Acquisition Corp.,  acquired, for $672,000 in cash, including acquisition
costs of $22,000, certain assets of C.J. Home Care, Inc., d/b/a Garden City Home
Care, a New York  licensed  home health care company  which  provides  home care
services in Nassau County, New York.

           On May 29, 1997,  the Company,  through its  wholly-owned  subsidiary
Health  Acquisition  Corp.,   acquired,   for  $1,213,000  in  cash,   including
acquisition costs of approximately $77,000, certain assets of Home Health Aides,
Inc. and H.H.A.  Aids,  Inc.,  two  licensed  home health care  companies  which
provide home care services in both Nassau and Suffolk Counties, New York.



                                       -7-

<PAGE>



NOTE 4 - STOCK DIVIDEND

           On October 10, 1997, the Company's  Board of Directors  declared a 3%
stock  dividend  payable on  December 8, 1997 for  shareholders  of record as of
November 6, 1997. A total of 153,025  shares of common were issued in connection
with  the  dividend.  All  stock  related  data  in the  consolidated  financial
statements reflect the stock dividend for all periods presented.






                                       -8-

<PAGE>



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

Medicare Reimbursement
----------------------

           The Balanced  Budget Act of 1997 ("the  Act"),  which was signed into
law on August 5, 1997  contains  many  sweeping  changes to Medicare home health
reimbursement  and coverage.  Under the Act, for cost reporting period beginning
on or after October 1, 1997,  Medicare  providers  will be  reimbursed  under an
interim  payment system for a two-year period prior to the  implementation  of a
prospective  payment system.  Under the interim payment system, home health care
providers will be reimbursed the lower of (i) actual costs,  (ii) cost per visit
limits,  or (iii) an  aggregate  per  beneficiary  limit  based on a blending of
agency-specific  costs  and a census  region  costs for cost  reporting  periods
ending during fiscal 1994. The prospective  payment system calls for payments to
Medicare  providers  for cost  reporting  periods on or after October 1, 1999 in
accordance with a prospective  payment system to be established by the Secretary
of the  Department of Health and Human  Services.  The foregoing is a summary of
certain of the  reimbursement  provisions of the Act, to which reference is made
for a more complete understanding thereof.

           The  Company  will be  reimbursed  under the interim  payment  system
effective July 1, 1998. The Company is currently analyzing the impact of the Act
on its operations,  liquidity and cash flows and  formulating  plans to minimize
the Act's negative impact.  The Company's future operating  results could differ
materially from results previously  achieved or previously  projected in forward
looking statements made by, or on behalf of, the Company.

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

           Net  patient  revenue  increased  approximately  $415,000  or 4.8% to
$9,101,000  for the three months ended October 31, 1997 from  $8,636,000 for the
three months ended October 31, 1996. Revenues from Health Acquisition Corp., the
subsidiary  providing  home  health care  services in the New York  metropolitan
area, increased $985,000 or 20% to $5,907,000 for the three months ended October
31, 1997 from  $4,922,000  for the three  months ended  October 31,  1996.  This
increase is attributable to the acquisitions that the Company completed in March
and May of 1997.  Revenues from New England Home Care, Inc., the subsidiary that
is  Medicare  certified  and  licensed  in the  State of  Connecticut  decreased
approximately  $596,000 or 20% to $2,395,000  for the three months ended October
31, 1997 from  $2,991,000  for the three  months ended  October 31,  1996.  This
decrease is primarily  attributable to a decrease in Medicare  visits.  Revenues
from Nurse Care,  Inc., the licensed home health care subsidiary in the State of
Connecticut  increased  3.3% to $799,000 for the three months ended  October 31,
1997 from $773,000 for the three months ended October 31, 1996.

           Cost of revenue as a percentage of net patient  revenue  decreased to
64.7% for the three  months  ended  October  31,  1997 from  65.5% for the three
months ended October 31, 1996.  This decrease is attributable to the increase in
revenues derived from the Company's New York  operations,  which generate higher
operating margins.




                                       -9-

<PAGE>



           General  and  administrative  expenses  increased  $153,000  or 7% to
$2,222,000  for the three months ended October 31, 1997 from  $2,069,000 for the
three months ended October 31, 1996. This increase is primarily  attributable to
the increase in  administrative  salaries and  expenses in  connection  with the
acquisitions  made by Health  Acquisition  Corp.  As a  percentage  of  revenue,
general and administrative expenses remained at 24% for both comparable periods.

           Amortization  of  intangibles  increased  $45,000 to $93,000  for the
three  months  ended  October 31, 1997 from  $48,000 for the three  months ended
October 31, 1996.  This increase is  attributable  to the  acquisitions  made by
Health Acquisition Corp.

           Interest  income  increased  $35,000 or 33% to $140,000 for the three
months ended  October 31, 1997 from  $105,000 for the three months ended October
31, 1996.  This  increase is  attributable  to increased  short-term  investment
yields obtained by the Company and improved cash management.

           The loss from equity investee increased  $(317,000) to $(347,000) for
the three  months  ended  October  31,  1997 as  compared  to a loss from equity
investee of $(30,000) for the three months ended October 31, 1996. The loss from
equity  investee  represents the Company's share of the SunStar net loss for the
respective periods.

           As a result of the  foregoing,  net income for the three months ended
October 31, 1997 was $379,000, or $.07 per share, as compared to a net income of
$538,000, or $.10 per share, for the three months ended October 31, 1996.

           The rate of inflation had no material  effect on  operations  for the
three months ended October 31, 1997.

Financial Conditions and Capital Resources
------------------------------------------

           Current assets  increased to  approximately  $19,124,000  and current
liabilities  increased to $1,620,000,  respectively,  at October 31, 1997. These
results  increased working capital by $651,000 from $16,853,000 at July 31, 1997
to  $17,504,000  at October 31, 1997.  Cash and cash  equivalents at October 31,
1997 was $9,551,000 as compared with $9,324,000 at July 31, 1997.

           The Company  provided net cash from operating  activities of $304,000
for the three months ended  October 31, 1997 as compared to net cash provided by
operating  activities  of $819,000 for the three months ended  October 31, 1996.
The decrease in operating cash flow is primarily attributable to the increase in
accounts  receivable  of $549,000 for the three months ended October 31, 1997 as
compared to a decrease of $352,000 for the three months ended  October 31, 1996.
The  increase  in accounts  receivable  is the result of the  Company's  current
Medicare reimbursement rate being below actual costs of services being provided,
principally  due to a decrease in the number of Medicare  visits.  Historically,
the Company has financed its working capital requirements through cash flow from
operating activities. Net cash used in investing activities for the three months
ended  October 31, 1997 and 1996  reflects the purchase of  equipment.  Net cash
used in  financing  activities  for the three  months  ended  October  31,  1997
reflects the purchase of treasury shares offset by the proceeds from


                                      -10-

<PAGE>



the exercise of stock options.  For the three months ended October 31, 1996, the
Company had no financing cash flow activities.

           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  line of credit
may not exceed the lesser of eligible  accounts  receivable or $2,000,000.  Each
credit facility bears interest at the alternate base commercial  lending rate of
the bank and  expires  January 30,  1998.  At October  31,  1997,  there were no
outstanding balances under either line of credit.

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

           In July 1997,  the Board of Directors  authorized a stock  repurchase
program  authorizing  the Company to  repurchase  up to $1,000,000 of its Common
Stock.  The buyback  program will be financed out of existing cash balances.  To
date,  the  Company  has  repurchased  shares at a total  cost of  approximately
$117,000 under the stock repurchase program.





                                      -11-

<PAGE>



PART II.  OTHER INFORMATION


Item 6.   Exhibits and reports on Form 8-K

               (a)   Exhibits:

                     None.

               (b) Reports on Form 8-K:

                     None.






                                      -12-

<PAGE>


                                   SIGNATURES

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


                                         National Home Health Care Corp.



Date:  December  15, 1997                 /s/ Robert P. Heller
                                         ---------------------
                                         Robert P. Heller
                                         Vice President of Finance, 
                                         (chief financial and 
                                          accounting officer)


                                      -13-