UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

      For the quarterly period ended January 31, 2006
                                     ----------------

                                       OR

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

      For the transition period from ______________to ______________

                         Commission file number 0-12927

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


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


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

         Registrant's Telephone Number Including Area Code: 914-722-9000
         ---------------------------------------------------------------
              Former Name, Former Address and Former Fiscal Year,
                         if Changed Since Last Report.

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

Indicate by check mark whether the Registrant is a large  accelerated  filer, an
accelerated  filer, or a non-accelerated  filer (as defined in Rule 12b-2 of the
Exchange Act). Large Accelerated Filer |_| Accelerated Filer |_| Non-Accelerated
Filer |X|

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

The  number  of  shares of Common  Stock  outstanding  as of March 16,  2006 was
5,662,531.

<PAGE>


                         NATIONAL HOME HEALTH CARE CORP.
                                    FORM 10-Q
                     FOR THE QUARTER ENDED JANUARY 31, 2006
                                TABLE OF CONTENTS

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

                           Condensed Consolidated Balance Sheets as of January 31, 2006 and              3-4
                                July 31, 2005 (unaudited)

                           Condensed Consolidated Statements of Operations for the three                 5
                                months and six months ended January 31, 2006 and January 31,
                                2005 (unaudited)

                           Condensed Consolidated Statements of Cash Flows for the six                   6
                                months ended January 31, 2006 and January 31, 2005
                                (unaudited)

                           Notes to Condensed Consolidated Financial Statements                          7-8

Item 2.                    Management's Discussion and Analysis of Financial Condition and               9-15
                           Results of Operations

Item 3.                    Quantitative and Qualitative Disclosure About Market Risk                     15

Item 4.                    Controls and Procedures                                                       15-16

PART II.                   OTHER INFORMATION

Item 1.                    Legal Proceedings                                                             17

Item 2.                    Unregistered Sales of Equity Securities and Use of Proceeds                   17-18

Item 4.                    Submission of Matters to a Vote of Security Holders                           18

Item 6.                    Exhibits                                                                      19

SIGNATURES                                                                                               20

EXHIBIT INDEX                                                                                            21
</TABLE>


                                      -2-
<PAGE>

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

<TABLE>
<CAPTION>
                                                     January 31, 2006    July 31, 2005
                                                        -----------       -----------
<S>                                                     <C>               <C>
ASSETS
Current:
     Cash and cash equivalents                          $15,625,000       $16,184,000
     Investments                                               --              19,000
     Accounts receivable-less allowance for possible
        losses of $1,701,000 and $1,866,000              20,483,000        19,564,000
     Prepaid expenses and other                           1,234,000           805,000
     Income taxes receivable                                429,000           121,000
     Deferred income taxes                                  486,000           714,000
                                                        -----------       -----------

         Total current assets                            38,257,000        37,407,000


Furniture, equipment and leasehold
    improvements, net                                     1,798,000         1,860,000
Goodwill                                                 14,463,000        14,463,000
Other intangible assets, net                              1,176,000         1,384,000
Deposits and other assets                                   546,000           486,000
                                                        -----------       -----------

                  TOTAL                                 $56,240,000       $55,600,000
                                                        ===========       ===========
</TABLE>

(continued)


                                      -3-
<PAGE>



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

<TABLE>
<CAPTION>
                                                                       January 31, 2006    July 31, 2005
                                                                         ------------       ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                                      <C>                <C>
Current liabilities:
     Accounts payable and accrued expenses                               $  3,404,000       $  3,771,000
     Estimated third-party payor settlements                                   69,000             72,000
     Deferred revenue                                                         252,000            410,000
     Dividend payable                                                         425,000            425,000
                                                                         ------------       ------------

         Total current liabilities                                          4,150,000          4,678,000
                                                                         ------------       ------------

Stockholders' equity:
     Common stock, $.001 par value; authorized
        20,000,000 shares, issued  7,125,544 shares                             7,000              7,000
     Additional paid-in capital                                            26,532,000         26,532,000
     Retained earnings                                                     29,399,000         28,216,000
                                                                         ------------       ------------
                                                                           55,938,000         54,755,000

     Less:  treasury stock (1,462,953 and 1,461,360 shares) at cost        (3,848,000)        (3,833,000)
                                                                         ------------       ------------

         Total stockholders' equity                                        52,090,000         50,922,000
                                                                         ------------       ------------

                  TOTAL                                                  $ 56,240,000       $ 55,600,000
                                                                         ============       ============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                      -4-
<PAGE>

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

<TABLE>
<CAPTION>
                                           For the three months           For the six months
                                             ended January 31,             ended January 31,
                                        --------------------------    --------------------------
                                           2006           2005           2006            2005
                                        -----------    -----------    -----------    -----------
<S>                                     <C>            <C>            <C>            <C>
Net patient revenue                     $25,670,000    $24,212,000    $51,991,000    $48,389,000
                                        -----------    -----------    -----------    -----------

Operating expenses:
     Cost of revenue                    $16,972,000    $16,206,000    $34,287,000    $31,783,000
     General and administrative         $ 7,062,000    $ 6,521,000    $14,101,000    $12,623,000
     Amortization of intangibles        $    99,000    $   139,000    $   209,000    $   272,000
     Provision for possible losses      $   173,000    $    85,000    $   278,000    $   170,000
                                        -----------    -----------    -----------    -----------
         Total operating expenses       $24,306,000    $22,951,000    $48,875,000    $44,848,000
                                        -----------    -----------    -----------    -----------

Income from operations                    1,364,000      1,261,000      3,116,000      3,541,000

Other income:
     Interest                           $   122,000    $    63,000    $   217,000    $   111,000
                                        -----------    -----------    -----------    -----------



Income before income taxes              $ 1,486,000    $ 1,324,000    $ 3,333,000    $ 3,652,000

Provision for income taxes              $   595,000    $   528,000    $ 1,300,000    $ 1,438,000
                                        -----------    -----------    -----------    -----------
Net income                              $   891,000    $   796,000    $ 2,033,000    $ 2,214,000
                                        ===========    ===========    ===========    ===========

Net income per common share:
     Basic                              $      0.16    $      0.14    $      0.36    $      0.40
                                        ===========    ===========    ===========    ===========
     Diluted                            $      0.16    $      0.14    $      0.35    $      0.39
                                        ===========    ===========    ===========    ===========

Weighted average shares outstanding:
     Basic                              $ 5,662,877    $ 5,582,643    $ 5,663,501    $ 5,581,718
                                        ===========    ===========    ===========    ===========
     Diluted                            $ 5,742,486    $ 5,666,644    $ 5,744,709    $ 5,686,051
                                        ===========    ===========    ===========    ===========

Dividends declared per share            $     0.075    $     0.075    $      0.15    $      0.15
                                        ===========    ===========    ===========    ===========
</TABLE>


See accompanying notes to consolidated financial statements.


                                      -5-
<PAGE>

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

<TABLE>
<CAPTION>
                                                                      For the six months ended
                                                                              January 31,
                                                                    -----------------------------
                                                                        2006             2005
                                                                    ------------     ------------
<S>                                                                 <C>              <C>
Cash flows from operating activities:
     Net income                                                     $  2,033,000     $  2,214,000
     Adjustments to reconcile net income
        to net cash provided by operating activities:
         Depreciation and amortization                                   476,000          443,000
         Allowance for possible losses, net of writeoffs                 165,000          (20,000)
         Deferred income taxes                                           228,000           55,000
         Loss on sale of assets                                             --              3,000
         Changes in assets and liabilities:
              Accounts receivable                                     (1,084,000)        (686,000)
              Prepaid expenses and other                                (489,000)        (747,000)
              Income taxes receivable                                   (308,000)        (615,000)
              Accounts payable and accrued expenses                     (367,000)         (69,000)
              Estimated third-party payor settlements                     (3,000)        (320,000)
              Deferred revenue                                          (158,000)          (4,000)
                                                                    ------------     ------------
                  Net cash provided by operating activities              493,000          254,000
                                                                    ------------     ------------

Cash flows from investing activities:

     Purchase of furniture, equipment and leasehold improvements        (206,000)        (147,000)
     Proceeds from sale of investments                                    19,000             --
     Purchase of assets of business                                         --         (1,078,000)
                                                                    ------------     ------------
                  Net cash used in investing activities                 (187,000)      (1,225,000)
                                                                    ------------     ------------

Cash flows from financing activities:

     Purchase of treasury shares                                         (15,000)        (349,000)
     Payment of cash dividends                                          (850,000)        (418,000)
     Proceeds from exercise of stock options                                --            355,000
                                                                    ------------     ------------
                  Net cash used in financing activities                 (865,000)        (412,000)
                                                                    ------------     ------------

Net decrease in cash and cash equivalents                               (559,000)      (1,383,000)
                                                                    ------------     ------------

Cash and cash equivalents-beginning of period                         16,184,000       20,185,000
                                                                    ------------     ------------

Cash and cash equivalents-end of period                             $ 15,625,000     $ 18,802,000
                                                                    ============     ============

Supplemental  disclosures of cash flow information:
     Cash paid during the period for:
         Income taxes                                               $  1,381,000     $  1,997,000
         Interest                                                         10,000           11,000
     Dividends declared and not paid                                $    425,000     $    425,000
</TABLE>


          See accompanying notes to consolidated financial statements.


                                      -6-
<PAGE>

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

                                   (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

         The accompanying  unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted  accounting  principles
for interim financial information and with instructions to Form 10-Q and Article
10 of Regulation  S-X.  Accordingly,  they do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been  included.  Operating  results for the three and  six-month  periods  ended
January  31, 2006 are not  necessarily  indicative  of the  results  that may be
expected for the year ending July 31, 2006.  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, 2005.

NOTE 2 - ACQUISITIONS

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

         On May 22, 2005, the Company,  through a wholly-owned subsidiary in New
Jersey,  acquired  certain  assets from  Helping  Hands  Health  Care  ("Helping
Hands"),  a licensed  home health  care  company in the state of New Jersey that
provided home health aide services in Bergen,  Hudson,  Passaic,  Essex, Morris,
Union, Middlesex, Somerset and Ocean Counties, New Jersey. The purchase price of
$3,171,000, including acquisition costs of $152,000, was financed using internal
funds. The acquisition was accounted for as a purchase.

NOTE 3 - RECLASSIFICATIONS

         Certain  reclassifications  have been made in prior periods'  financial
statements to conform to classifications used in the current period.


                                      -7-
<PAGE>

NOTE 4 - NET INCOME PER SHARE DATA

         A  reconciliation  of shares used in calculating  basic and diluted net
income per share is as follows:

<TABLE>
<CAPTION>
                                                                          For the three months ended
                                                                                  January 31,
                                                                                  (unaudited)
                                                          ------------------------------------------------------------
                                                                  2006                                    2005
                                                                 Shares                                  Shares
                                                                 ------                                  ------

<S>                                                              <C>                                     <C>
Basic EPS:                                                       5,662,877                               5,582,643

Effect of dilutive securities                                       79,609                                  84,001

Diluted EPS:                                                     5,742,486                               5,666,644


<CAPTION>
                                                                           For the six months ended
                                                                                  January 31,
                                                                                  (unaudited)
                                                          ------------------------------------------------------------
                                                                  2006                                    2005
                                                                 Shares                                  Shares
                                                                 ------                                  ------

<S>                                                              <C>                                     <C>
Basic EPS:                                                       5,663,501                               5,581,718

Effect of dilutive securities                                       81,208                                 104,333

Diluted EPS:                                                     5,744,709                               5,686,051
</TABLE>



NOTE 5 - STOCK-BASED COMPENSATION

         In December of 2004, the Financial  Accounting  Standards  Board issued
Statement  of  Financial   Accounting  Standards  ("SFAS")  No.  123  (revised),
"Share-Based Payment." SFAS No. 123(R) will provide investors and other users of
financial  statements  with more complete and neutral  financial  information by
requiring  that  the   compensation   cost  relating  to   share-based   payment
transactions be recognized in financial statements. The Company adopted SFAS No.
123(R) in the first quarter of fiscal 2006.  The adoption of SFAS No. 123(R) did
not have any impact on the Company's  overall results of operations or financial
position.



                                      -8-
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

GENERAL

     The  following  discussion  and  analysis  provides  information  which the
Company's  management believes is relevant to an assessment and understanding of
the Company's results of operations and financial condition. This discussion and
analysis should be read in conjunction with the attached unaudited  consolidated
financial statements and notes thereto, and with the Company's audited financial
statements  and notes  thereto for the fiscal year ended July 31, 2005  included
with the Company's annual report on Form 10-K with respect to such fiscal year.

     Certain  matters  set forth in this report are  forward-looking  statements
that are dependent on certain risks and uncertainties, including but not limited
to risks and  uncertainties  relating  to  whether  the  Company  can  identify,
consummate and integrate on favorable terms acquisitions or market penetrations,
market  acceptance,  pricing  and demand for the  Company's  services,  changing
regulatory  environment,  changing economic conditions,  whether the Company can
attract and retain  qualified  personnel,  the  ability to manage the  Company's
growth,  and other  risks  detailed  in the  Company's  other  filings  with the
Securities and Exchange Commission.

     The Company is subject to external factors that could significantly  impact
its business, including potential reductions in reimbursement rates by Medicare,
Medicaid and other third party payors for the  Company's  services,  retroactive
adjustments  due to prior year audits,  reviews and  investigations,  government
fraud and abuse  initiatives  and other such factors that are beyond the control
of the Company.  These factors could cause future  results to differ  materially
from historical results.

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

       The  Balanced  Budget Act (the "Act") was signed into law in August 1997.
The Act made significant  changes in the reimbursement  system for Medicare home
health  care  services.  The  primary  change  that  affects  the Company is the
restructuring  of the  reimbursement  system related to Medicare  certified home
health care  agencies.  Prior to the Act,  Medicare  reimbursed  providers  on a
reasonable cost basis subject to program-imposed cost per visit limitations.

     Under the Act, changes in Medicare home care  reimbursement  were scheduled
in two phases.  A temporary or interim  payment  system  ("IPS") took effect for
cost reports  beginning on or after October 1, 1997. Under IPS, home health care
providers were reimbursed the lowest of (i) their actual costs, (ii) cost limits
based on 105% of median costs of freestanding home health agencies,  or (iii) an
agency-specific  per  patient  cost  limit,  based on 1994  costs  adjusted  for
inflation.  Under IPS, most Medicare providers were actually reimbursed under an
agency-

                                      -9-
<PAGE>

specific  per  patient  cost  limit.   Effective  October  1,  2000,  under  the
prospective  payment system,  Medicare now reimburses  providers a predetermined
base payment. The payment is adjusted for the health condition and care needs of
the beneficiary and is also adjusted for geographic  differences in wages across
the country.  Medicare  provides  home health  agencies with payments for 60-day
"episodes of care".

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

     The Company  derives a substantial  amount of revenue from state  sponsored
Medicaid programs. Approximately 46%, 43% and 42% of net patient revenue for the
fiscal years ended July 31, 2005, 2004 and 2003, respectively, were derived from
state law under federal guidelines.  States differ as to reimbursement  policies
and  rates.  The  Company  is  a  licensed  Medicaid  provider  in  Connecticut,
Massachusetts, New Jersey and in Nassau and Westchester Counties, New York.

RECENT MATTERS

     From March 1, 2004 through  August 23, 2005, the Division of Health Systems
Regulation for the Connecticut Department of Public Health (the "DPH") conducted
various licensing and  certification  inspections of New England Home Care, Inc.
("New England"),  the Company's Medicare certified and licensed home health care
subsidiary in Connecticut.  In December 2005, New England and DPH entered into a
Consent  Order in December 2005 for the purpose of resolving  DPH's  findings at
the conclusion of those inspections. The Consent Order provides for the adoption
of certain policies and procedures  pursuant to a Plan of Correction approved by
DPH. The terms of the Consent  Order will  generally  remain in effect until the
fall of 2007.

     In  December  6, 2004,  the New York State  Senate  voted to  override  the
Governor's  veto of  legislation  that will increase the State minimum wage from
the current  $5.15 per hour to $7.15 over a two-year  period.  The law increased
the minimum wage to $6.00 per hour  starting  January 1, 2005.  The minimum wage
was raised to $6.75 on  January  1, 2006 and will be raised  again on January 1,
2007 to $7.15 per hour.  This  minimum  wage  legislation  has impacted and will
continue to impact the Company's New York operations on two fronts. Firstly, the
Company has been paying higher base wages and secondly,  overtime in New York is
computed at 1.5 times the state minimum wage, thus increasing  overtime costs to
the Company.

                                      -10-
<PAGE>

         On May 13, 2005, Accredited Health Services, Inc.  ("Accredited"),  the
Company's New Jersey wholly-owned subsidiary,  received a copy of a Petition for
Certification  of  Representative,  pursuant to the  provisions  of the National
Labor  Relations  Act.  The Company  has had a  preliminary  meeting  before the
National Labor Relations Board ("NLRB") in Newark, New Jersey with SEIU 1199 New
Jersey (a health care union)  ("SEIU") to address  certain issues  regarding the
Petition and the timing of the election.  A Union election has been scheduled by
mail  ballots for the dates of February 25 to March 17.  Ballots will be counted
thereafter.

        On July 1, 2005, the State of New Jersey Medicaid  Program  introduced a
revised Personal Care Assistant ("PCA") Beneficiary Tool (the "Tool").  The Tool
is used to determine the weekly hours a PCA Beneficiary receives. As a result of
the  implementation  of the new assessment Tool,  Accredited has experienced and
will  continue to  experience  a reduction in the amount of total hours per week
that each PCA Beneficiary receives. The Company is unable to quantify the amount
of the future decline in revenue as a result of the revised Tool. For the fiscal
year ended July 31, 2005, the State of New Jersey Medicaid Program accounted for
approximately 84% of Accredited's revenue.

      In  October  2005,  the  Department  of  Social  Services  in  Connecticut
increased  the rates for all home health care services  provided to  state-aided
persons by 4%.  These rates were  increased  retroactive  to July 1, 2005 and at
current  levels of operations,  the Company  estimates that the rate change will
result  in an  increase  in net  patient  revenue  of  approximately  $1,000,000
annually.

RESULTS OF OPERATIONS AND EFFECTS OF INFLATION

THREE MONTHS ENDED  JANUARY 31, 2006  COMPARED TO THREE MONTHS ENDED JANUARY 31,
2005.

         NET PATIENT  REVENUE.  For the three months ended January 31, 2006, net
patient revenue increased  $1,458,000,  or 6.0%, to $25,670,000 from $24,212,000
for the three months ended January 31, 2005.  This increase was  attributable to
(i) an  increase of  $926,000  in New Jersey as a result of the  acquisition  of
Helping Hands and (ii) an increase of $1,644,000 resulting from the expansion of
operations in  Massachusetts  and additional  hours being  subcontracted  in New
York. The increase in net patient revenue was partially  offset by a decrease in
Connecticut  of  $1,112,000,   primarily  the  result  of  the  above  mentioned
inspections and the elimination of small margin revenue.

         GROSS  PROFIT.  Gross  profit  margin  increased to 33.9% for the three
months ended  January 31, 2006 from 33.1% for the three months ended January 31,
2005. This increase is attributable to increases in reimbursement  rates, offset
by higher direct wages paid to all caregivers.

           GENERAL  AND  ADMINISTRATIVE.  General  and  administrative  expenses
increased  $541,000,  or 8.3%, to $7,062,000  for the three months ended January
31, 2006 from  $6,521,000  for the three  months ended  January 31,  2005.  This
increase is primarily attributable to (i) increases in administrative  personnel
and occupancy  related costs  resulting from the acquisition of Helping

                                      -11-
<PAGE>

Hands  in  New  Jersey,  (ii)  increased  administrative  personnel,  legal  and
consulting  fees in Connecticut to cure the  deficiencies in the above mentioned
inspections and (iii)  increases in  administrative  personnel in  Massachusetts
resulting  from the  expansion of  operations.  As a  percentage  of net patient
revenue,  general and  administrative  expenses increased to 27.5% for the three
months ended  January 31, 2006 from 26.9% for the three months ended January 31,
2005.

         AMORTIZATION.  Amortization of intangibles decreased $40,000, or 28.8%,
to $99,000 for the three  months  ended  January 31, 2006 from  $139,000 for the
three months ended January 31, 2005.  This decrease is  attributable to previous
acquisitions that have now been fully amortized.

         PROVISION  FOR POSSIBLE  LOSSES.  The Company  recorded a provision for
possible  losses of  $173,000  for the three  months  ended  January 31, 2006 as
compared to $85,000 for the three months ended  January 31, 2005.  This increase
is  attributable  to the Company  increasing  reserves for possible  losses from
certain payor sources.

         INCOME  FROM  OPERATIONS.  As a result of the  foregoing,  income  from
operations increased $103,000, or 8.2%, to $1,364,000 for the three months ended
January 31, 2006 from $1,261,000 for the three months ended January 31, 2005.

         INTEREST  INCOME.  Interest  income  increased  $59,000,  or 93.7%,  to
$122,000 for the three months ended  January 31, 2006 from $63,000 for the three
months ended January 31, 2005.  This increase is attributable to higher interest
rates.

         INCOME TAXES.  The Company's  effective tax rate increased  slightly to
40.0% for the three  months  ended  January  31,  2006 from  39.9% for the three
months ended January 31, 2005.

         NET INCOME.  Net income increased  $95,000,  or 11.9%, to $891,000,  or
$.16 per  diluted  share,  in the  three  months  ended  January  31,  2006 from
$796,000, or $.14 per diluted share, in the three months ended January 31, 2005.

SIX MONTHS ENDED JANUARY 31, 2006 COMPARED TO SIX MONTHS ENDED JANUARY 31, 2005.

         NET PATIENT  REVENUE.  For the six months ended  January 31, 2006,  net
patient revenue increased  $3,602,000,  or 7.4%, to $51,991,000 from $48,389,000
for the six months ended January 31, 2005. This increase was attributable to (i)
an  increase  of  $2,174,000  in New  Jersey as a result of the  acquisition  of
Helping Hands and (ii) an increase of $3,097,000 resulting from the expansion of
operations in  Massachusetts  and additional  hours being  subcontracted  in New
York. The increase in net patient revenue was partially  offset by a decrease in
Connecticut  of  $1,669,000,   primarily  the  result  of  the   above-mentioned
inspections and the elimination of small margin revenue business.

         GROSS PROFIT.  Gross profit margin decreased  slightly to 34.1% for the
six months ended  January 31, 2006 from 34.3% for the six months  ended  January
31, 2005.  This  decrease was

                                      -12-
<PAGE>

attributable to higher direct wages paid to all caregivers,  offset partially by
increases in reimbursement rates.

         GENERAL  AND  ADMINISTRATIVE.   General  and  administrative   expenses
increased $1,478,000,  or 11.7%, to $14,101,000 for the six months ended January
31,  2006 from  $12,623,000  for the six months  ended  January 31,  2005.  This
increase is primarily attributable to (i) increases in administrative  personnel
and occupancy  related costs  resulting from the acquisition of Helping Hands in
New Jersey, (ii) increased administrative  personnel,  legal and consulting fees
in Connecticut to cure the  deficiencies in the above mentioned  inspections and
(iii) increases in administrative  personnel in Massachusetts resulting from the
expansion of  operations.  As a percentage of net patient  revenue,  general and
administrative  expenses increased to 27.1% for the six months ended January 31,
2006 from 26.0% for the six months ended January 31, 2005.

         AMORTIZATION.  Amortization of intangibles decreased $63,000, or 23.2%,
to $209,000 for the six months ended  January 31, 2006 from $272,000 for the six
months  ended  January  31,  2005.  This  decrease is  attributable  to previous
acquisitions that have now been fully amortized.

         PROVISION  FOR POSSIBLE  LOSSES.  The Company  recorded a provision for
possible  losses of  $278,000  for the six months  ended  January 31,  2006,  as
compared to $170,000 for the six months ended January 31, 2005. This increase is
attributable to the Company increasing reserves for possible losses from certain
payor sources.

         INCOME  FROM  OPERATIONS.  As a result of the  foregoing,  income  from
operations decreased $425,000,  or 12.0%, to $3,116,000 for the six months ended
January 31, 2006 from $3,541,000 for the six months ended January 31, 2005.

         INTEREST  INCOME.  Interest  income  increased  $106,000,  or 95.5%, to
$217,000  for the six months  ended  January 31, 2006 from  $111,000 for the six
months ended January 31, 2005.  This increase is attributable to higher interest
rates.

         INCOME TAXES.  The Company's  effective tax rate decreased  slightly to
39.0% for the six months  ended  January  31, 2006 from 39.4% for the six months
ended January 31, 2005.

         NET INCOME. Net income decreased $181,000,  or 8.2%, to $2,033,000,  or
$.35  per  diluted  share,  in the  six  months  ended  January  31,  2006  from
$2,214,000, or $.39 per diluted share, in the six months ended January 31, 2005.

        The rate of inflation had no material  effect on operations  for the six
months ended January 31, 2006.

FINANCIAL CONDITION AND CAPITAL RESOURCES

         Current  assets  increased  to  $38,257,000  and  current   liabilities
decreased to  $4,150,000  at January 31, 2006.  This  resulted in an increase in
working capital of $1,378,000  from  $32,729,000 at July 31, 2005 to $34,107,000
at January 31, 2006. Cash and cash equivalents

                                      -13-
<PAGE>

decreased  $559,000 to $15,625,000 at January 31, 2006 from  $16,184,000 at July
31, 2005. The decrease in cash and cash  equivalents was primarily  attributable
to the increase in accounts receivable and the payments of cash dividends.

     The Company provided net cash from operating activities of $493,000 for the
six months ended  January 31, 2006 as compared to net cash provided by operating
activities of $254,000 for the six months ended  January 31, 2005.  The increase
in net cash provided by operating  activities of $239,000 is  attributable to an
increase in operating  cash flow of $207,000 and a decrease in operating  assets
of $167,000,  offset by a decrease in operating liabilities of $135,000 over the
comparable period for the six months ended January 31, 2005.

       The net  cash  used in  investing  activities  for the six  months  ended
January 31, 2006  consisted of the purchase of equipment  offset by the proceeds
from the sale of investments.  Net cash used in investing activities for the six
months ended January 31, 2005  consisted of the purchase of assets of businesses
and the purchase of equipment.

     The net cash used in financing  activities for the six months ended January
31, 2006  consisted of the  purchase of treasury  shares and the payment of cash
dividends.  The net cash used in investing  activities  for the six months ended
January 31, 2005 consisted of the purchase of treasury shares and the payment of
cash dividends, offset by the proceeds from stock option exercises.

       The nature of the Company's  business  requires weekly payments to health
care personnel at the time services are rendered. The Company typically receives
payment for these  services  in 90 to 150 days with  respect to  contracted  and
insurance business and 8 to 45 days with respect to certain governmental payers,
such as Medicare and Medicaid programs. Accounts receivable turnover was 74 days
at January 31, 2006 as compared to 75 days at January 31, 2005.

     The Company's  $7,500,000  committed revolving line of credit facility (the
"credit  facility") expired on October 23, 2005. The Company was required to pay
a .25% commitment fee on unused amounts,  payable in arrears.  The Company is in
the  process of closing on a new  uncommitted  credit  facility  to replace  the
credit facility.

     In September 2005, the Board of Directors extended the Company's program to
repurchase  its  Common  Stock  for  an  additional  year.  Purchases  of  up to
$3,000,000  may 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.

     The Company intends to incur capital expenditures of approximately $500,000
during the fiscal  year ending July 31,  2006 in  connection  with the  proposed
implementation  of new computer  hardware,  telephone  equipment and  networking
equipment.  These expenditures would be designed to, among other things,  update
certain data input capability  regarding services rendered at certain locations.
The Company believes that these  expenditures will provide  efficiencies in data
organization,  retrieval and analysis,  both for  continuing  operations  and in
connection with certain audits. The Company intends to fund these  expenditures,
acquisitions

                                      -14-
<PAGE>

and cash  dividends  declared by the Board of Directors and  otherwise  meet its
short term and long term liquidity  needs from its current cash  balances,  cash
flow from operations and its new credit facility.

CONTRACTUAL OBLIGATIONS

       The Company rents various office  facilities  through 2009 under terms of
several lease agreements that include escalation  clauses.  At January 31, 2006,
minimum rental commitments under noncancellable operating leases are as follows:

Operating Leases

Less than 1 year  $1,014,000

1-3 years         $1,210,000

3-5 years         $ -0-


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

         None.

ITEM 4.  CONTROLS AND PROCEDURES.

         The Company  maintains  disclosure  controls  and  procedures  that are
designed to ensure that information required to be disclosed in the reports that
the Company is required to file under the  Securities  Exchange Act of 1934 (the
"Exchange Act Reports") is recorded,  processed,  summarized and reported within
the time  periods  specified  in the  SEC's  rules  and  forms,  and  that  such
information  is  accumulated  and  communicated  to  the  Company's  management,
including the principal  executive officer and principal  financial officer,  as
appropriate,  to allow  timely  decisions  regarding  required  disclosure.  The
Company's management necessarily has applied its judgment in assessing the costs
and benefits of such  controls  and  procedures,  which,  by their  nature,  can
provide only reasonable  assurance  regarding  management's  control objectives.
Management  believes that there are reasonable  assurances that our controls and
procedures will achieve management's control objectives.

         Prior to the filing date of this  report,  the  Company  carried out an
evaluation,  under the supervision and with the participation of its management,
including the President and Chief  Executive  Officer and the Vice  President of
Finance and Chief  Financial  Officer,  of the  effectiveness  of the design and
operation  of the  Company's  disclosure  controls  and  procedures  pursuant to
Exchange Act Rule 13a-15 as of January 31, 2006. Based upon that evaluation, the
President  and Chief  Executive  Officer and the Vice  President  of Finance and
Chief Financial  Officer  concluded that the Company's  disclosure  controls and
procedures  are  effective  in  timely  alerting  them to  material  information
relating  to the  Company  (and its  consolidated  subsidiaries)  required to be
included in its Exchange Act Reports.


                                      -15-
<PAGE>

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

         The  evaluation  referred to above did not  identify any changes in the
Company's  internal  controls over financial  reporting that occurred during the
quarter ended January 31, 2006 that have materially affected,  or are reasonably
likely to materially  affect,  the  Company's  internal  control over  financial
reporting.


                                      -16-
<PAGE>

PART II  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

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

         A class action lawsuit entitled Lerai Jones, Individually and on Behalf
of All Other Persons Similarly  Situated v. National Home Health Care Corp., was
filed on February 28, 2006 in the Supreme Court of the State of New York, County
of New York, Index No. 06-102757,  alleging violations of the New York Labor Law
for unpaid  overtime  under state law.  The  complaint  asserts  that all hourly
employees of the Company  within New York were not paid time and one-half  their
regular rate of pay for all hours worked in excess of forty (40) hours per week,
as required  under State law. The  applicable  statute of limitations is six (6)
years. On January 23, 2006, the United States Supreme Court vacated and remanded
for further consideration the decision of the United States Court of Appeals for
the Second  Circuit in Evelyn Coke v. Long Island Care At Home,  Ltd., 126 S.Ct.
1189  (2006) (a case  unrelated  to the  Company),  in which the Second  Circuit
reversed  the  determination  of a lower  court  finding an  exemption  from the
payment of overtime under Section  13(a)(15)  under the Fair Labor Standards Act
(the  "FLSA")  for  employees  of  third  parties  who  provide  "companionship"
services.  The Second  Circuit's  decision  in Coke  invalidated  this  overtime
exemption  for  employees of third  parties.  In vacating  the Second  Circuit's
decision,  the Supreme Court remanded with instructions to consider a Department
of  Labor  Wage and Hour  Advisory  Memorandum  which  found  that the  overtime
exemption is  applicable  for  employees  employed by third  parties  performing
"companionship"  services.  While the  Company  cannot  predict  how the  Second
Circuit will rule on reconsideration, the Company is confident that, in light of
the Supreme Court's  instruction to consider the Department of Labor Memorandum,
the Second Circuit will uphold the applicable overtime exemption. Under New York
State Law, if an  exemption  under the FLSA is  applicable,  employers  are only
obligated to pay overtime at a rate of time and one-half the  statutory  minimum
rate of pay, not an employee's  regular rate.  The Company  believes that it has
meritorious defenses to the class action.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

         (c)      Purchases of Equity  Securities  by the Issuer and  Affiliated
                  Purchasers:

         In  September  2005,  the Board of  Directors  extended  the  Company's
program to repurchase its Common Stock for an additional  year.  Purchases of up
to  $3,000,000  may be

                                      -17-
<PAGE>


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.

         The following sets forth certain  information with respect to purchases
by the Company of shares of Common Stock  during the three months ended  January
31, 2006:

<TABLE>
<CAPTION>
                                                                        Total Number of Shares     Maximum Number of
                                   Total                                 Purchased as Part of     Shares That May Yet
                              Number of Shares      Average Price      Publicly Announced Plans   Be Purchased Under
          Period                 Purchased         Paid per Share             or Programs        the Plans or Programs
---------------------------- ------------------- ------------------- -------------------------- ----------------------
<S>                                <C>                 <C>                     <C>               <C>
November 21, 2005                  1,593               $9.80                   1,593             $2,984,384 worth of
                                                                                                       Shares
</TABLE>


ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         The annual meeting of  stockholders  of the Company (the "Meeting") was
held on December 5, 2005.  Proxies for the Meeting  were  solicited  pursuant to
Rule 14A of the  Securities  Exchange Act of 1934, as amended,  and there was no
solicitation in opposition.

          At the Meeting,  Frederick H. Fialkow,  Bernard Levine,  M.D.,  Steven
Fialkow, Ira Greifer,  M.D., Robert C. Pordy, M.D. and Harold Shulman, J.D., CPA
were  elected as  directors  of the  Company to serve until the  Company's  next
annual meeting of stockholders and until their respective successors are elected
and qualified. The votes for each director were as follows:

                                          For                     Withheld
                                          ---                     --------
Frederick H. Fialkow                     5,420,635                   8,512
Steven Fialkow                           5,419,948                   9,199
Bernard Levine, M.D.                     4,798,838                 630,309
Ira Greifer, M.D.                        4,798,171                 630,976
Robert C. Pordy, M.D.                    5,421,213                   7,934
Harold Shulman, J.D., CPA                4,801,641                 627,506

         In addition,  the  Company's  stockholders  ratified at the Meeting the
selection by the Audit  Committee of the Board of Directors of BDO Seidman,  LLP
as the Company's  independent  registered  public  accounting  firm for the year
ending July 31, 2006. The votes for such ratification were as follows:

<TABLE>
<CAPTION>
             For                          Against                      Abstain                 Broker Non-Votes
             ---                          -------                      -------                 ----------------
        <S>                             <C>                           <C>                            <C>
          5,407,409                       18,430                        3,308                          0
</TABLE>


                                      -18-
<PAGE>

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K.

           (a) The following exhibits are filed herewith:

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

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

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

32.1      Section 1350 Certification of Principal Executive Officer.

32.2      Section 1350 Certification of Principal Financial Officer.



                                      -19-
<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 16, 2006           /s/ Robert P. Heller
                                 -----------------------
                                 Robert P. Heller
                                 Vice President of Finance (principal financial
                                 officer and principal accounting officer)



                                      -20-
<PAGE>

                                  EXHIBIT INDEX

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

31.1*     Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.
31.2*     Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.
32.1*     Section 1350 Certification of Principal Executive Officer.
32.2*     Section 1350 Certification of Principal Financial Officer.

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


                                      -21-