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 October 31, 2005
                                        ----------------

                                       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 an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes      No  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 December  14, 2005 was
5,662,531.

<PAGE>
<TABLE>
<CAPTION>

                                                   NATIONAL HOME HEALTH CARE CORP.
                                                              FORM 10-Q
                                               FOR THE QUARTER ENDED OCTOBER 31, 2005
                                                          TABLE OF CONTENTS


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

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

                           Condensed Consolidated Statements of Operations for the three                 5
                                months ended October 31, 2005 and October 31, 2004
                                (unaudited)

                           Condensed Consolidated Statements of Cash Flows for the three                 6
                                months ended October 31, 2005 and October 31, 2004
                                (unaudited)

                           Notes to Condensed Consolidated Financial Statements                          7-8

Item 2.                    Management's Discussion and Analysis of Financial Condition and               9-14
                           Results of Operations

Item 3.                    Quantitative and Qualitative Disclosure About Market Risk                     14

Item 4.                    Controls and Procedures                                                       14

PART II.                   OTHER INFORMATION

Item 1.                    Legal Proceedings                                                             15

Item 4.                    Submission of Matters to a Vote of Security Holders                           15

Item 6.                    Exhibits                                                                      15-16

SIGNATURES                                                                                               17

EXHIBIT INDEX                                                                                            18
</TABLE>



                                       -2-
<PAGE>

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

<TABLE>
<CAPTION>
                                                        October 31, 2005  July 31, 2005
                                                          -----------      -----------
ASSETS

Current:
<S>                                                       <C>              <C>
     Cash and cash equivalents                            $17,110,000      $16,184,000
     Investments                                                   --           19,000
     Accounts receivable-less allowance for possible
        losses of $1,939,000 and $1,866,000                19,795,000       19,564,000
     Prepaid expenses and other                             1,079,000          805,000
     Income taxes receivable                                       --          121,000
     Deferred income taxes                                    703,000          714,000
                                                          -----------      -----------

         Total current assets                              38,687,000       37,407,000


Furniture, equipment and leasehold
    improvements, net                                       1,826,000        1,860,000
Goodwill                                                   14,463,000       14,463,000
Other intangible assets, net                                1,274,000        1,384,000
Deposits and other assets                                     485,000          486,000
                                                          -----------      -----------

                  TOTAL                                   $56,735,000      $55,600,000
                                                          ===========      ===========
</TABLE>

(continued)


                                      -3-
<PAGE>

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

<TABLE>
<CAPTION>
                                                         October 31, 2005     July 31, 2005
                                                           ------------       ------------
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
<S>                                                        <C>                <C>
     Accounts payable and accrued expenses                 $  3,850,000       $  3,771,000
     Estimated third-party payor settlements                     69,000             72,000
     Deferred revenue                                           275,000            410,000
     Dividend payable                                           425,000            425,000
     Income taxes payable                                       477,000                 --
                                                           ------------       ------------

         Total current liabilities                            5,096,000          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                                       28,933,000         28,216,000
                                                           ------------       ------------
                                                             55,472,000         54,755,000

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

         Total stockholders' equity                          51,639,000         50,922,000
                                                           ------------       ------------

                  TOTAL                                    $ 56,735,000       $ 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)

                                                         For the three months
                                                          ended October 31,
                                                        2005             2004
                                                    -----------      -----------

Net patient revenue                                 $26,321,000      $24,177,000
                                                    -----------      -----------

Operating expenses:

     Cost of revenue                                 17,315,000       15,577,000
     General and administrative                       7,039,000        6,102,000
     Amortization of intangibles                        110,000          133,000
     Provision for possible losses                      105,000           85,000
                                                    -----------      -----------
         Total operating expenses                    24,569,000       21,897,000
                                                    -----------      -----------

Income from operations                                1,752,000        2,280,000

Other income :
     Interest                                            95,000           48,000
                                                    -----------      -----------

Income before income taxes                            1,847,000        2,328,000

Provision for income taxes                              705,000          910,000
                                                    -----------      -----------
Net income                                          $ 1,142,000      $ 1,418,000
                                                    ===========      ===========

Net income per common share:

     Basic                                          $      0.20      $      0.25
                                                    ===========      ===========
     Diluted                                        $      0.20      $      0.25
                                                    ===========      ===========

Weighted average number of shares outstanding:

     Basic                                            5,664,124        5,609,845
                                                    ===========      ===========
     Diluted                                          5,746,932        5,734,510
                                                    ===========      ===========
Dividends declared per share                             $0.075           $0.075
                                                    ===========      ===========

          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 three months ended
                                                                                 October 31,
                                                                          2005                2004
                                                                      ------------       ------------
<S>                                                                   <C>                <C>
Cash flows from operating activities:
     Net income                                                       $  1,142,000       $  1,418,000
     Adjustments to reconcile net income
        to net cash provided by operating activities:
         Depreciation and amortization                                     244,000            216,000
         Allowance for possible losses, net of writeoffs                    73,000             (2,000)
         Deferred income taxes                                              11,000              9,000
         Loss on sale of assets                                                 --              3,000
         Changes in assets and liabilities:
              Accounts receivable                                         (304,000)          (271,000)
              Prepaid expenses and other                                  (273,000)          (392,000)
              Accounts payable and accrued expenses                         79,000           (122,000)
              Estimated third-party payor settlements                       (3,000)          (163,000)
              Income taxes payable                                         598,000            532,000
              Deferred revenue                                            (135,000)           110,000
                                                                      ------------       ------------
                  Net cash provided by operating activities              1,432,000          1,338,000
                                                                      ------------       ------------

Cash flows from investing activities:
     Purchase of furniture, equipment and leasehold improvements          (100,000)           (90,000)
     Proceeds from sale of investments                                      19,000                 --
     Purchase of assets of business                                             --         (1,078,000)
                                                                      ------------       ------------
                  Net cash used in investing activities                    (81,000)        (1,168,000)
                                                                      ------------       ------------

Cash flows from financing activities:
Payment of dividends                                                      (425,000)                --
Purchase of treasury shares                                                     --           (349,000)
                                                                      ------------       ------------
                  Net cash used in financing activities                   (425,000)          (349,000)
                                                                      ------------       ------------

Net increase (decrease) in cash and cash equivalents                       926,000           (179,000)
                                                                      ------------       ------------

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

Cash and cash equivalents-end of period                               $ 17,110,000       $ 20,006,000
                                                                      ============       ============

Supplemental  disclosures of cash flow information:
     Cash paid during the period for:
         Interest                                                         $  5,000           $  5,000
         Income Taxes                                                     $ 97,000           $369,000
     Dividends declared and not paid                                      $425,000           $418,000
</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 statement.  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,
2005 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:

                                   For the three months ended
                                          October 31,
                                          (unaudited)

                                     2005            2004
                                   ---------      ---------
                                     Shares         Shares

Basic EPS:                         5,664,124      5,609,845

Effect of dilutive securities         82,808        124,665
                                   ---------      ---------

Diluted EPS:                       5,746,932      5,734,510
                                   =========      =========


NOTE 5 - STOCK-BASED COMPENSATION

         In  December  of  2004,   the  FASB  issued  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.  We adopted SFAS No. 123(R)
in the first  quarter  of fiscal  2006,  which  ends on October  31,  2005.  The
adoption  of SFAS No.  123(R) did not have a  significant  impact on our 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  payers 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  in  Connecticut,  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.  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.  Subsequent to those  inspections,  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  2004,  New York State adopted  legislation to increase the
State minimum wage from $5.15 per hour to $7.15 per hour over a two-year period.
The law increased  the minimum wage to $6.00 per hour starting  January 1, 2005.
The  minimum  wage will be raised  to $6.75 per hour on  January  1, 2006 and to
$7.15 per hour on January 1, 2007.  This minimum wage  legislation  has impacted
and will  continue to impact the  Company's  New York  operations on two fronts.
Firstly, the Company will be paying higher base wages and secondly,  overtime in
New York is computed at 1.5 times the state minimum wage, thus increasing  costs
to the Company.

         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

                                      -10-
<PAGE>

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.
It is expected  that a union vote will be held on a date to be determined by the
NLRB.

         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
("DSS"),  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

         NET PATIENT  REVENUE.  For the three months ended October 31, 2005, net
patient revenue  increased  $2,144,000,  or 8.9% to $26,321,000 from $24,177,000
for the three months ended October 31, 2004.  This increase was  attributable to
(i) an increase of  $1,248,000 in New Jersey as a result of the  acquisition  of
Helping Hands and (ii) an increase of $1,452,000 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 $556,000, primarily the result of the above-mentioned inspections
and further as result,  a decline in the number of  referrals  generated  by the
Company.

         GROSS  PROFIT.  Gross  profit  margin  decreased to 34.4% for the three
months ended  October 31, 2005 from 35.6% for the three months ended October 31,
2004.  This  decrease  is  attributable  to  higher  direct  wages  paid  to all
caregivers, offset partially by increases in reimbursement rates.

         GENERAL  AND  ADMINISTRATIVE.   General  and  administrative   expenses
increased  $937,000,  or 15.3%, to $7,039,000 for the three months ended October
31, 2005 from  $6,102,000  for the three  months ended  October 31,  2004.  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 26.7% for the three months ended  October
31, 2005 from 25.2% for the three months ended October 31, 2004.

                                      -11-
<PAGE>

         AMORTIZATION.  Amortization of intangibles decreased $23,000, or 17.3%,
to $110,000 for the three months  ended  October 31, 2005 from  $133,000 for the
three months ended October 31, 2004.  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  $105,000  for the three  months  ended  October 31, 2005 as
compared to $85,000 for the three months ended  October 31, 2004.  This increase
is attributable to the increase in net patient revenue.

         INCOME  FROM  OPERATIONS.  As a result of the  foregoing,  income  from
operations  decreased  $528,000,  or 23.2%,  to $1,752,000  for the three months
ended  October 31, 2005 from  $2,280,000  for the three months ended October 31,
2004.

         INTEREST  INCOME.  Interest  income  increased  $47,000,  or 97.6%,  to
$95,000 for the three months  ended  October 31, 2005 from $48,000 for the three
months ended October 31, 2004.  This increase is attributable to higher interest
rates.

         INCOME TAXES.  The Company's  effective tax rate decreased to 38.2% for
the three  months  ended  October 31, 2005 from 39.1% for the three months ended
October 31, 2004.

         NET INCOME. Net income decreased $276,000, or 19.5%, to $1,142,000,  or
$.20 per  diluted  share,  in the  three  months  ended  October  31,  2005 from
$1,418,000,  or $.25 per diluted  share,  in the three months ended  October 31,
2004.

         The rate of  inflation  had no material  effect on  operations  for the
three months ended October 31, 2005.

FINANCIAL CONDITION AND CAPITAL RESOURCES.

         Current  assets  increased  to  $38,687,000  and  current   liabilities
increased to  $5,096,000  at October 31, 2005.  This  resulted in an increase in
working capital of $862,000 from  $32,729,000 at July 31, 2005 to $33,591,000 at
October 31, 2005. Cash and cash equivalents increased $926,000 to $17,110,000 at
October 31, 2005 from  $16,184,000  at July 31,  2005.  The increase in cash and
working  capital was primarily  attributable  to the cash generated by operating
activities, offset by the payment of cash dividends.

         The Company  provided net cash from operating  activities of $1,432,000
for the three months ended  October 31, 2005 as compared to net cash provided by
operating  activities of $1,338,000 for the three months ended October 31, 2004.
The  increase  in net cash  provided  by  operating  activities  of  $94,000  is
attributable  to a decrease  in  operating  assets of $86,000 and an increase in
operating liabilities of $182,000, offset by a decrease of $174,000 in operating
cash flow over the  comparable  period for the three  months  ended  October 31,
2004.

         Net cash  used in  investing  activities  for the  three  months  ended
October 31, 2005  consisted of the purchase of equipment  offset by the proceeds
from the sale of  investments.  Net cash used in  investing  activities  for the
three  months  ended  October 31, 2004  consisted  of the  purchase of assets of
businesses and the purchase of equipment.

                                      -12-
<PAGE>

         Net cash  used in  financing  activities  for the  three  months  ended
October 31, 2005  consisted of the payment of cash  dividends.  Net cash used in
financing  activities  for the three months ended October 31, 2004  consisted of
the purchase of treasury stock.

         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 71 days
at October 31, 2005 as compared to 75 days at October 31, 2004.

         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 .25% commitment fee on unused  amounts,  payable  quarterly 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 ended  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 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  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.

         In August 2005, the Connecticut  Department of Social Services,  Office
of Quality Assurance (the "Department") performed an audit of Medical Assistance
claims paid to New England  during the period  April 1, 2003  through  March 31,
2005. The audit included a review of relevant  claim  information  maintained by
the  Department  and a review  of the  appropriate  medical  and  administrative
records   maintained  by  New  England.   New  England  received   approximately
$50,000,000 in reimbursement  covered by the audit period. The Company is unable
to quantify the liability that may arise under such audit.

CONTRACTUAL OBLIGATIONS

         The Company rents various office facilities through 2009 under terms of
several lease agreements that include escalation  clauses.  At October 31, 2005,
minimum annual rental commitments under  noncancellable  operating leases are as
follows:

                                      -13-
<PAGE>
<TABLE>
<CAPTION>
                                                               Payments due by period
                             ----------------------------------------------------------------------------------------
                                                      Less
                                                      than              1-3              3-5              More
                                   Total             1 year            years            years         than 5 years
---------------------------- ------------------- ---------------- ----------------- --------------- -----------------
<S>                          <C>                 <C>              <C>               <C>             <C>
Operating                    $2,411,000          $1,032,000       $1,379,000              --               --
Leases
---------------------------- ------------------- ---------------- ----------------- --------------- -----------------
Total                        $2,411,000          $1,032,000       $1,379,000              --               --
---------------------------- ------------------- ---------------- ----------------- --------------- -----------------
</TABLE>




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 October 31, 2005. 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.

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 October 31, 2005 that have materially affected,  or are reasonably
likely to materially  affect,  the  Company's  internal  control over  financial
reporting.


                                      -14-
<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.

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:

             For              Against           Abstain       Broker Non-Votes
             ---              -------           -------       ----------------
          5,407,409           18,430             3,308                0


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

           (a) The following exhibits are filed herewith:

                                      -15-
<PAGE>

       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.


                                      -16-
<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 14, 2005        /s/ Robert P. Heller
                                 -----------------------
                                 Robert P. Heller

                                 Vice President of Finance (principal financial
                                 officer and principal accounting officer)


                                      -17-
<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


                                      -18-