EXHIBIT 10.3

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

                  Amended  and  Restated  Employment  Agreement,   dated  as  of
December 1, 1998, by and between  NATIONAL HOME HEALTH CARE CORP.,  with offices
at 700  White  Plains  Road,  Scarsdale,  New  York  10583  (hereinafter  called
"Company"), and FREDERICK H. FIALKOW (hereinafter called "Employee").

                              W I T N E S S E T H:

                  WHEREAS,  Company  and  Employee  desire  to enter  into  this
Agreement  in order that  Employee  be  employed  by Company  upon the terms and
conditions stated herein.

                  NOW,  THEREFORE,  in  consideration  of the mutual  covenants,
conditions and premises contained herein, the parties hereby agree as follows:

                  1. Employment.  Company hereby employs Employee for the period
beginning on the date hereof (the  "Commencement  Date"),  and ending four years
after the Commencement Date,  hereinafter called the "Employment  Period").  The
Agreement will automatically be renewed for an additional  five-year  Employment
Period  unless  Company or  Employee  elects not to renew by  providing  written
notice of such  election to the other  party  within 30 days prior to the end of
the initial five-year Employment Period.

                  2. Duties.  Subject to the authority of the Board of Directors
of the  Company,  Employee  shall be employed as the  Company's  Chairman of the
Board and Chief  Executive  Officer.  It is understood  and agreed that Employee
shall perform his services  principally  in the Company's  executive  offices in
Westchester  County,  New York and in the State of Florida where the Company has
certain operations. Employee will perform such other duties and services of a


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senior  executive nature and shall retain such status at the Company as shall be
commensurate  with his position as the Chairman of the Board and Chief Executive
Officer.

                  3. Full Time.  Employee  agrees  that he will  devote his full
time and attention  during regular business hours to the business and affairs of
the Company.

                  4. Compensation.

                          A. For all services  performed by Employee for Company
during the Employment Period,  Company will pay Employee, in accordance with the
normal pay practice of the Company,  a salary of $305,000 per annum  ("Salary"),
increased  by a percentage  equal to the  aggregate  percentage  increase in the
Consumer Price Index since the year in which Employee first was paid such salary
amount by the Company.  As used in this paragraph 4A, Consumer Price Index shall
mean the  Consumer  Price  Index for Urban Wage  Earners  and  Clerical  Workers
prepared by the Bureau of Labor Statistics of the U.S.  Department of Labor, or,
if that index is not then being published,  the most nearly comparable successor
index  that the  parties  may agree  upon or,  if they  fail to agree,  an index
designated by Company's independent certified public accountants. If a successor
index is used,  Company's  independent  certified public  accountants shall make
such  adjustments  to the index as may be appropriate to carry out the intention
of this paragraph and the accountants'  determination shall be final and binding
on the parties.

                          B. As additional compensation,  Employee shall receive
5% of the  Company's  Pre-Tax  Income  which,  in each  fiscal  year  during the
Employment Period, exceeds $3,000,000.  No additional compensation shall be paid
for  any  fiscal  year  in  which  Pre-Tax  Income  is  less  than   $3,000,000.
Notwithstanding  anything else  contained in this  paragraph  4(B),  the maximum
amount  payable to Employee  under this paragraph 4(B) for any fiscal year shall
be

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$150,000.

                          C. The additional  compensation to be paid pursuant to
paragraph 4(B) shall be payable  immediately  following the  availability of the
financial  statements relating to the applicable fiscal year of Company,  but in
no event later than 120 days after the end of such fiscal year.

                          D. The Employee  shall also be entitled to participate
in the health,  retirement,  profit sharing, insurance or similar benefits which
the Company provides to any of its other senior executive employees. The Company
will use its best commercially  reasonable efforts to cause its benefits package
for  senior  executive  officers  to be  commensurate  with  benefits  pack ages
provided  for senior  executive  officers  by other  similarly  situated  public
companies in the health care business. In addition,  the Employee and his spouse
shall also be entitled to long-term  care  insurance  coverage under policies at
least as  beneficial  to the  Employee  and his spouse as the  policies  to such
effect currently in place as underwritten by Travelers  Insurance,  the premiums
for which shall be paid by the Company.

                          E.  For  the  purposes  of  this  Agreement,  "Pre-Tax
Income"  shall  mean for each  fiscal  year the net  income of  Company  and its
consolidated  subsidiaries  for such fiscal year before any charges for federal,
state or other taxes relating to income, determined in accordance with generally
accepted accounting principles.

                  5.   Reimbursement  of  Expenses.   Company   recognizes  that
Employee, in performing Employee's duties under this Agreement,  may be required
to spend  sums of money in  connection  with  those  duties  for the  benefit of
Company and  accordingly  will reimburse  Employee  $15,000  annually,  for such
expenses beginning on the first day of the Employment


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Period payable weekly.  In the event Employee incurs expenses in the performance
of  Employee's  duties on behalf of  Company in excess of $15,000 in any year of
the Employment  Period,  Employee may present to Company an itemized voucher for
such expenses paid or incurred by Employee, and on presentation of that itemized
voucher Company will reimburse Employee or pay the expense incurred for all such
reasonable  expenses,  including,  but not limited to, travel,  meals,  lodging,
entertainment  and cash  promotion.  Company will provide to Employee  every two
years the use for  business  purposes of an  automobile,  purchased or leased by
Company (or, at Employee's  option, a cash allowance equal to the amount paid by
Employee  to  purchase or lease such an  automobile),  selected by Employee  and
having a cost to Company of up to $40,000  per each two year period (in the case
of a  purchase)  or $1,000  per  month  (in the case of a lease),  each of which
amount is  subject  to a  cumulative  annual  percentage  increase  equal to the
percentage  increase  in the  Consumer  Price  Index  (as  such  term is used in
Paragraph 4A), with all expenses of operation,  such as insurance,  gas, oil and
repair paid for by Company.  Company  will also  provide to Employee the use for
business  purposes of a telephone in each of his  residences  and in each of his
automobiles.

                  6. Vacation. Employee shall be entitled to reasonable vacation
during the  Employment  Period but in no event less than six (6) weeks  vacation
each year.

                  7.  Disability.  In the event that Employee shall be unable to
perform,  because of illness or incapacity,  physical or mental,  all the duties
and services to be performed by him hereunder for a consecutive period of twelve
(12) months,  the Company may terminate this  Agreement  after the expiration of
such period  ("Disability  Period").  Employee  shall be entitled to receive the
compensation provided by paragraph 4(A) up to the end of the Disability Period


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(less payments from any disability  insurance proceeds received by Employee with
respect to the Disability  Period).  Disability  under this  Paragraph  shall be
determined  by a physician  who shall be selected  by  Employee  and  reasonably
approved by the Company.  Such approval  shall not be  unreasonably  withheld or
delayed,  and a  physician  shall be deemed to be  approved  unless he or she is
disapproved in writing by the Company within ten (10) days after his or her name
is submitted.  Company will pay the premiums for a disability  insurance  policy
which will provide  Employee with disability  payments after  termination of the
Disability  Period equal to one-half of  Employee's  Salary during the period of
disability or until Employee becomes 70 years old, whichever is sooner.

                  8. Death; Life Insurance.  This Agreement shall terminate upon
the death of Employee.  Company shall at its expense use all reasonable  efforts
to purchase and maintain on behalf of Employee  during the  Employment  Period a
life insurance policy on the life of Employee,  payable to such beneficiaries as
Employee  may from time to time  designate,  in an amount  equal to three  times
Employee's annual Salary.

                  9.       Termination.

                          A.  Company may  discharge  Employee  for cause at any
time. Cause for discharge will exist when (i) Employee  materially breaches this
Agreement and such breach is not cured within 30 days  following  written notice
by Company to Employee of such breach,  or (ii) Employee is convicted of any act
or course of action involving moral turpitude which materially adversely affects
the  reputation  of  Company.  If,  during the  Employment  Period,  Employee is
discharged  for cause,  Company,  without any  limitation on any remedies it may
have at law or equity, is without liability for Salary or any other liability to
Employee after the date of such


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discharge.
                    

                          B. Employee may terminate  this  Agreement  during the
term hereof  without  liability at any time upon at least one year prior written
notice to Company.

                          C. In the event that as of the date of the termination
of this Agreement  following a full five-year  Employment Period, this Agreement
has not been  renewed or Employee  and Company  have not entered into a mutually
agreeable successor employment agreement, then Company shall pay Employee on the
date of such termination a lump-sum amount equal to Employee's  annual Salary as
of such date.

                  10.  Disclosure  of  Confidential  Information.  "Confidential
Information"  means all information known by Employee,  because of employment by
Company, about Company's present or prospective products, processes, services or
activities.  Confidential  Information  does not include  information  generally
known, other than through breach of a confidentiality agreement with Company, in
the  industries  in which  Company  engages or may engage.  Employee will never,
during  or  after  the  Employment  Period,   directly  or  indirectly  use  any
Confidential  Information  except in the  performance  of Employee's  duties for
Company,  or in the  performance  of  Employee's  duties and to other persons as
directed  by  Company.   Employee  will  use   reasonable   efforts  to  prevent
unauthorized use or disclosure of Confidential Information.  Upon termination of
employment with Company,  Employee will deliver to Company all writings relating
to or containing Confidential Information, including, without limitation, notes,
memoranda,  letters,  drawings,  diagrams,  and printouts and also including any
tapes,  discs or other forms or recorded  information.  If Employee violates any
provision of this  paragraph  during,  or after the Employment  Period,  Company
specifically reserves the right, in appropriate circumstances, to


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seek full  indemnification  from  Employee  should  Company  suffer any monetary
damages or incur any legal liability to any person as a result of the disclosure
or use of Confidential Information by Employee in violation of this paragraph.

                  11. Restrictive Covenants.  Upon termination of the Employment
Period,  Employee  will  not for a  period  of one  year  following  the date of
termination  of the  Employment  Period  directly  or  indirectly  engage  in or
participate  in the  management  or ownership of any business or activity in the
New York City metropolitan  area,  including  suburban and other counties of New
York, New Jersey and Connecticut  generally  considered a part of such area, the
State of Florida or in any other  state in which  Company  is  registered  to do
business as of the date of termination of the Employment Period,  which directly
or  indirectly  competes  with  the  business  conducted  by  Company.  Employee
recognizes and hereby  acknowledges that the restrictions  imposed upon Employee
in this  paragraph are  reasonable  and are necessary for the  protection of the
business of Company.

                  12.  Ownership of Inventions,  Discoveries  and  Improvements.
Employee shall promptly disclose in writing to the Board of Directors of Company
all inventions,  discoveries,  and improvements conceived,  devised, created, or
developed  by  Employee  in  connection   with  his  employment   (collectively,
"Invention"), and Employee shall transfer and assign to Company all right, title
and  interest  in and to such  Invention,  including  any and all  domestic  and
foreign patent rights,  domestic and foreign  copyright rights therein,  and any
renewal thereof.  Such disclosure is to be made promptly after the conception of
each  Invention,  and each  Invention  is to become and remain the  property  of
Company,  whether or not patent or copyright  applications  are filed thereon by
Company. On request of Company Employee shall execute from time to time during

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or after the  termination  of  employment  such further  instruments  including,
without  limitation,  applications  for patents and copyrights  and  assignments
thereof as may be deemed  necessary or desirable  by Company to  effectuate  the
provisions of this paragraph 12.

                  13. Construction.  If the provisions of paragraph 10 should be
deemed unenforceable,  invalid, or overbroad in whole or in part for any reason,
then  any  court  of  competent  jurisdiction  or any  arbitrator  appointed  in
accordance with paragraph 14 is hereby authorized,  requested, and instructed to
reform such  paragraph to provide for the maximum  competitive  restraints  upon
your activities (in time,  product,  geographic area and customer  solicitation)
which may then be legal and valid.

                  14. Remedies, Damages and Jurisdiction.

                          A. Employee agrees that violation of paragraphs 10, 11
or 12 would  cause  irreparable  injury to  Company  for which the remedy at law
would be  inadequate,  and that Company shall be entitled in any court of law or
equity or in any  arbitration  proceeding in accordance  with this paragraph 14,
whichever forum is designated by Company,  to  preliminary,  permanent and other
injunctive  relief against any breach of the provisions  contained in paragraphs
10, 11 or 12, and such  punitive and  compensatory  damages as shall be awarded.
Further,  in the event of a violation of the  provisions  of  paragraph  11, the
period of noncompetition referred to therein shall be extended but not decreased
for a period of time equal to the period that the violation occurred.

                          B. Except as  otherwise  provided in  paragraph 13 and
14A relating to the  reformation  of the  restrictive  covenants  and  obtaining
equitable  relief,  any controversy or claim arising out of, or relating to this
Agreement, or the breach thereof, shall be settled by

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arbitration by one arbitrator in New York, New York, in accordance with the rule
of the American Arbitration  Association and judgment upon the award rendered by
the arbitrator may be entered in any Court having jurisdiction thereof.


                          C. Each of Company and Employee hereby consents to the
jurisdiction of the Supreme Court of the State of New York for the County of New
York and the United States District court for the Southern  District of New York
for all purposes in connection with said arbitration or for obtaining the relief
referred to in paragraphs 10, 11 or 12, and further consents that any process or
notice of motion  therewith  may be served by  certified or  registered  mail or
personal  services,  within  or  without  the  State  of New  York,  provided  a
reasonable time for appearance is allowed.

                  15.  Severability.  If any of the provisions of this Agreement
is held to be invalid,  illegal,  or unenforceable,  that determination will not
affect the  enforceability  of any other  provisions of this Agreement,  and the
remaining  provisions of this Agreement will be valid and enforceable  according
to their terms.
                  16.  Binding Effect.

                          A. This Agreement constitutes the entire understanding
of the parties,  may be modified only in writing, is governed by the laws of New
York,  and will be binding and inure to the benefit of Employee  and  Employee's
personal  representatives  and Company and  Company's  successors  and permitted
assigns.

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                          B.  In  furtherance  and  not  in  limitation  of  the
foregoing,  this Agreement  supersedes any and all prior employment  agreements,
including the employment  agreements  dated as of April 30, 1993 and November 1,
1997 by and between  Company and Employee and such prior  agreements  hereby are
terminated and is no longer binding on either party.

                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
as of the date first above mentioned.
                                            EMPLOYEE:

                                              /s/    Frederick H. Fialkow
                                              ----------------------------------
                                                     Frederick H. Fialkow


                                            COMPANY:

                                            NATIONAL HOME HEALTH CARE CORP.


                                            By   /s/ Robert P. Heller
                                                 -------------------------------
                                                     Robert P. Heller

                      
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