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, 2003
                                    ----------------

                                       OR

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

     For the transition period from ______________to ______________


                         Commission file number 0-12927

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

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

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

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


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

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares of common stock outstanding as of March 14, 2003 was
5,549,488.


<PAGE>

                         NATIONAL HOME HEALTH CARE CORP.

                                    FORM 10-Q

                     FOR THE QUARTER ENDED JANUARY 31, 2003


PART I.   FINANCIAL INFORMATION                                          Page
                                                                         ----

Item 1.   Financial Statements

          Balance Sheets as of January 31, 2003 and July 31,
               2002 (unaudited)                                          3-4

          Statements of Operations for the three months
               ended January 31, 2003 and January 31, 2002
               and the six months ended January 31, 2003 and
               January 31, 2002 (unaudited)                               5

          Statements of Cash Flows for the six months ended
               January 31, 2003 and January 31, 2002
               (unaudited)                                                6

          Notes to Consolidated Financial Statements                     7-8

Item 2.   Management's  Discussion  and Analysis of Financial
          Condition and Results of Operations                            8-13

PART II.  OTHER INFORMATION

Item 4.   Submission of Matters to a Vote of Security Holders            13-14

Item 6.   Exhibits and Reports on Form 8-K                                 14

SIGNATURES                                                                 15

EXHIBIT INDEX                                                              18



                                      -2-
<PAGE>


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

<TABLE>
<CAPTION>
                                                           January 31, 2003   July 31, 2002
                                                           ----------------   -------------
ASSETS

Current assets:
<S>                                                            <C>              <C>
     Cash and cash equivalents                                 $12,568,000      $15,341,000
     Investments                                                    21,000           35,000
     Accounts receivable - less allowance for possible
         losses of $617,000 and $691,000                        17,397,000       16,382,000
     Prepaid expenses and other assets                           1,130,000          778,000
     Income taxes receivable                                       212,000          234,000
     Deferred income taxes                                         341,000          295,000
                                                               -----------      -----------

         Total current assets                                   31,669,000       33,065,000

Furniture, equipment and leasehold
     improvements, net                                             870,000          857,000
Goodwill                                                         9,468,000        7,366,000
Other intangible assets, net                                     2,400,000        1,406,000
Deferred income taxes                                              249,000          515,000
Deposits and other assets                                          347,000          303,000
                                                               -----------      -----------
                                                               $45,003,000      $43,512,000
                                                               ===========      ===========
                  TOTAL

</TABLE>




(continued)



                                      -3-
<PAGE>

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

<TABLE>
<CAPTION>
                                                           January 31, 2003     July 31, 2002
                                                           ----------------     -------------
LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities:
<S>                                                            <C>                 <C>
     Accounts payable and accrued expenses                     $2,330,000          $3,581,000
     Estimated third-party payor settlements                      754,000             912,000
     Deferred revenue                                             423,000             340,000
                                                              -----------         -----------

         Total current liabilities                              3,507,000           4,833,000
                                                              -----------         -----------

Stockholders' equity:
     Common stock, $.001 par value; authorized
         20,000,000 shares, issued 6,903,819 shares                 7,000               7,000
     Additional paid-in capital                                25,556,000          25,552,000
     Retained earnings                                         18,787,000          15,839,000
                                                              -----------         -----------

                                                               44,350,000          41,398,000

     Less: treasury stock (1,344,379 and 1,329,979
         shares) at cost                                       (2,854,000)         (2,719,000)
                                                              -----------         -----------

            Total stockholders' equity                         41,496,000          38,679,000
                                                              -----------         -----------

                    TOTAL                                     $45,003,000         $43,512,000
                                                              ===========         ===========

</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 ended             For the six months ended
                                                      January 31,                            January 31,
                                            ---------------------------------    ------------------------------------

                                                 2003              2002               2003                2002
                                                 ----              ----               ----                ----

<S>                                             <C>              <C>                <C>                  <C>
Net patient revenue                             $24,643,000      $20,466,000        $47,582,000          $40,741,000
                                            ----------------  ---------------    ---------------    -----------------

Operating expenses:
    Cost of revenue                              15,956,000       12,972,000         30,696,000           25,898,000
    General and administrative                    5,982,000        5,012,000         11,585,000            9,836,000
    Amortization of intangibles                     151,000          136,000            291,000              273,000
    Provision for possible losses                    50,000           65,000            100,000              180,000
                                            ----------------  ---------------    ---------------    -----------------

       Total operating expenses                  22,139,000       18,185,000         42,672,000           36,187,000
                                            ----------------  ---------------    ---------------    -----------------

Income from operations                            2,504,000        2,281,000          4,910,000            4,554,000

Other income:
    Interest                                         35,000           44,000             90,000              122,000
                                            ----------------  ---------------    ---------------    -----------------

Income before taxes                               2,539,000        2,325,000          5,000,000            4,676,000

Provision for income taxes                        1,065,000          904,000          2,052,000            1,840,000
                                            ----------------  ---------------    ---------------    -----------------

Net income                                       $1,474,000       $1,421,000         $2,948,000           $2,836,000
                                            ================  ===============    ===============    =================

Net income per share:
    Basic                                             $0.26            $0.26              $0.53                $0.51
                                            ================  ===============    ===============    =================

    Diluted                                           $0.26            $0.24              $0.51                $0.49
                                            ================  ===============    ===============    =================

Weighted average shares outstanding:
    Basic                                         5,563,255        5,517,393          5,567,017            5,533,217
                                            ================  ===============    ===============    =================

    Diluted                                       5,767,091        5,814,296          5,772,217            5,839,609
                                            ================  ===============    ===============    =================

</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,
                                                                                  ------------------------------------
                                                                                      2003                      2002
                                                                                      ----                      ----
Cash flows from operating activities:
<S>                                                                                <C>                       <C>
   Net income                                                                      $2,948,000                $2,836,000
   Adjustments to reconcile net income to net cash provided by operating
   activities:
         Depreciation and amortization                                                430,000                   401,000
         Allowance for possible losses, net of writeoffs                               74,000                   (15,000)
         Unrealized loss on investments                                                14,000                    45,000
         Deferred income taxes                                                        220,000                     -----
         Tax benefit realized from the exercise of stock options
            by employees                                                                -----                   299,000
         Changes in assets and liabilities:
                Accounts receivable                                                (1,089,000)                  126,000
                Prepaid expenses and other                                           (396,000)                  154,000
                Income taxes receivable                                                22,000                  (282,000)
                Accounts payable, accrued expenses and
                  other liabilities                                                (1,251,000)                 (651,000)
                Estimated third-party payor settlements                              (158,000)                 (340,000)
                Deferred revenue                                                       83,000                   (22,000)
                                                                            ------------------          -----------------
                  Net cash provided by operating activities                           897,000                 2,551,000
                                                                            ------------------          -----------------

Cash flows from investing activities:
   Purchase of furniture, equipment and leasehold improvements                        (82,000)                  (80,000)
   Purchase of assets of business                                                  (3,457,000)                  (85,000)
   Purchase of investments                                                              -----                   (66,000)
                                                                            ------------------          -----------------
                  Net cash used in investing activities                            (3,539,000)                 (231,000)
                                                                            ------------------          -----------------

Cash flows from financing activities:
   Proceeds from exercise of stock options                                              4,000                   327,000
   Purchase of treasury shares                                                       (135,000)                  (90,000)
                                                                            ------------------          -----------------
                  Net cash provided by (used in) financing activities                (131,000)                  237,000
                                                                            ------------------          -----------------

Net increase (decrease) in cash and cash equivalents                               (2,773,000)                2,557,000

Cash and cash equivalents - beginning of period                                    15,341,000                 9,082,000
                                                                            ------------------          -----------------

Cash and cash equivalents - end of period                                         $12,568,000               $11,639,000
                                                                            ==================          =================
Supplemental disclosures of cash flow information:
     Cash paid during the period for:
        Taxes                                                                      $1,811,000                $1,822,000
        Interest                                                                       10,000                     4,000

</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  consolidated  financial  statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been  included.  Operating  results  for the three and six month  periods  ended
January  31, 2003 are not  necessarily  indicative  of the  results  that may be
expected for the year ending July 31, 2003.  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, 2002.


NOTE 2 - ACQUISITIONS

     On September 3, 2002,  the Company,  through a  newly-formed  subsidiary in
Massachusetts,  acquired certain assets of Medical  Resources,  Inc. and related
entities  ("Medical  Resources").  Medical  Resources  provides home health care
services  throughout  Massachusetts.  The purchase  price of $2,623,000 in cash,
including  acquisition costs of $73,000,  was financed using internal funds. The
acquisition was accounted for as a purchase.

     On December 14, 2002, the Company, through a wholly-owned subsidiary in New
Jersey,  acquired  certain  assets of Mary Baker's  Health Care  Services,  Inc.
("Mary  Baker").  Mary Baker  provides  home health care  services in Bergen and
Passaic Counties,  New Jersey. The purchase price of $434,000 in cash, including
acquisition costs of $14,000, was financed using internal funds. The acquisition
was accounted for as a purchase.


NOTE 3 - RECLASSIFICATIONS

     Certain   reclassifications  have  been  made  in  prior  years'  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,
                                                ----------------------------------------------------------------------
                                                            2003                                  2002
                                                            ----                                  ----

                                                    Income             Shares          Income                Shares
                                                    ------             ------          ------                ------

<S>                                                <C>                <C>              <C>                  <C>
Basic EPS:
       Net income                                  $1,474,000         5,563,255        $1,421,000           5,517,393

Effect of dilutive securities                         -----             203,836             -----             296,903
                                                ---------------   ---------------   --------------     ---------------

Diluted EPS:                                       $1,474,000         5,767,091        $1,421,000           5,814,296
                                                ===============   ===============   ==============     ===============


                                                                     For the six months ended
                                                                            January 31,
                                                ----------------------------------------------------------------------
                                                            2003                                  2002
                                                            ----                                  ----

                                                  Income             Shares            Income                Shares
                                                  ------             ------            ------                ------

Basic EPS:
       Net income                                 $2,948,000         5,567,017         $2,836,000            5,533,217

Effect of dilutive securities                          -----           205,200              -----              306,392
                                                ---------------   ---------------   --------------     ---------------

Diluted EPS:                                      $2,948,000         5,772,217         $2,836,000            5,839,609
                                                ===============   ===============   ==============     ===============
</TABLE>


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

     The  following  discussion  and  analysis  provides  information  which the
Company's  management believes is relevant to an assessment and understanding of
the Company's  results of operations and financial  condition.  This  discussion
should  be  read  in  conjunction  with  the  attached  consolidated   financial
statements  and  notes  thereto,   and  with  the  Company's  audited  financial
statements and notes thereto for the fiscal year ended July 31, 2002.

     Except for historical  information  contained  herein,  certain matters set
forth in this  report  are  forward-looking  statements  that are  dependent  on
certain risks and  uncertainties,  including such factors,  among others, as the
ability of the Company to identify,  consummate and integrate on favorable terms
acquisitions  or market  penetrations,  as to which  there can be no



                                      -8-
<PAGE>

assurance,  market  acceptance,  pricing and demand for the Company's  services,
changing  regulatory  environment,  changing  economic  conditions,  ability  to
attract and retain qualified personnel,  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  significant   external  factors  that  could
significantly  impact its business,  including  changes in Medicare and Medicaid
reimbursement,  government  fraud and abuse  initiatives  and other such factors
that are beyond the control of the Company.  As a participant in the home health
care  industry,  the Company is subject to  extensive  federal,  state and local
regulations.  There can be no assurance that any of these  regulations  will not
change from existing standards, that additional standards will not be imposed or
that the Company will not experience  adverse  effects as a result of efforts to
comply   with   applicable   standards,   which  are   extensive,   complex  and
often-changing.

     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 a
restructuring  of the  reimbursement  system related to Medicare  certified home
health care agencies.

     Under the Act, Medicare home care  reimbursement  changes 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 lower of (i) their actual costs,  (ii) cost limits
based on 105% of median costs of  freestanding  home health agencies or (iii) an
agency-specific  per patient cost limit, based on 98% of 1994 costs adjusted for
inflation.   Under  IPS,  most  Medicare  providers  were  reimbursed  under  an
agency-specific  per patient  cost limit.  Prior to the  implementation  of IPS,
Medicare   reimbursed   providers  on  a  reasonable   cost  basis   subject  to
program-imposed cost per visit limitations. Effective October 1, 2000, under the
prospective  payment system,  the last remaining phase of the Act,  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
the geographic  differences in wages across the country.  Medicare provides home
health agencies with payments for 60-day "episodes of care."

     The  latest  aspect  of the Act  called  for a 15%  reduction  in  Medicare
reimbursement, effective October 1, 2002. Although the change to the prospective
payment  system  has not,  to date,  had a net  material  adverse  impact on the
Company,  there can be no  assurance  that the Medicare  prospective  payment or
Medicaid   reimbursement   systems  will  not  adversely  impact  the  Company's
reimbursement rates or otherwise have a material adverse effect on the Company.

     The  implementation  of IPS resulted in a decrease in Medicare revenue from
the  Company's  Medicare  certified  agency in  Connecticut.  In  addition,  the
Company's  operations  in New York and New Jersey are  dependent  upon  referral
sources,  primarily from Medicare  certified  home health care  agencies,  whose
reimbursement has been adversely affected by the foregoing  regulatory  changes,
among  other  things.  Under the  prospective  payment  system,  there can be no
assurance  that  future  referrals  to  the  Company  will  not  be  at  reduced
reimbursement rates or at a reduced volume of business.



                                      -9-
<PAGE>

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

Three Months Ended January 31, 2003 Compared to Three Months Ended
January 31, 2002

     For the three months ended January 31, 2003, net patient revenue increased
$4,177,000, or 20.4%, to $24,643,000 from $20,466,000 for the three months ended
January 31, 2002. This increase is primarily attributable to the acquisition of
certain assets comprising Medical Resources, the Company's new operations in
Massachusetts, which generated net patient revenue of $2,043,000 for the recent
period. The net patient revenue increase also included $1,484,000 of growth in
existing markets. Lastly, the net patient revenue increase also included
$650,000 from the expansion of the Company's operations to include staffing and
related personnel to hospitals, nursing homes and facilities in New York and New
Jersey in the current period. Medicaid reimbursement (which accounted for 47% of
net patient revenue in fiscal 2002), like other third-party reimbursement, is
subject to rate changes from time to time that may affect the Company. For
example, although as of the date hereof no particular rate change materially
affecting the Company has been implemented or quantified, the Company believes
that certain Medicaid rates in Connecticut will be reduced some time in 2003. In
addition, net patient revenue in New York will be reduced by the re-imposition
of the 0.6% tax assessment on all home care providers, as well as by a reduction
in the 2003 trend factor from its prior level, which will result in reduced
Medicaid reimbursement rates.

     Gross profit margin decreased to 35.3% for the three months ended January
31, 2003 from 36.6% for the three months ended January 31, 2002. This decrease
is primarily attributable to lower gross profit margins on the new staffing
operations and, in addition, the Company did not experience any increase in its
Medicaid reimbursement rates in Connecticut, New York and New Jersey during the
recent three-month period. The Company's future gross profit margin would be
subject to further decrease as a result of the adverse rate and/or trend factor
changes referenced above.

     General and administrative expenses increased $970,000, or 19.4%, to
$5,982,000 for the three months ended January 31, 2003 from $5,012,000 for the
three months ended January 31, 2002. This increase is primarily attributable to
additional administrative personnel and occupancy costs incurred, during the
recent period, in connection with the acquisition of certain assets comprising
Medical Resources in the amount of $548,000 and the expansion of the Company's
services to include staffing and related operations in New York and New Jersey
in the amount of $109,000. The balance of the increase of $313,000 is
attributable to the opening, during the recent period, of an additional
full-service administrative office in West Hartford, Connecticut, as well as
increases in all of the Company's insurance costs over the previous three-month
period. As a percentage of net patient revenue, general and administrative
expenses decreased slightly to 24.3% for the three months ended January 31, 2003
from 24.5% for the three months ended January 31, 2002.

     Amortization of intangibles increased $15,000, or 11%, to $151,000 for the
three months ended January 31, 2003 from $136,000 for the three months ended
January 31, 2002. This increase results from additional such amortization
attributable to the acquisitions of certain assets comprising Medical Resources
and Mary Baker, offset by reduced amortization of intangibles from previous
acquisitions that have now been fully amortized.



                                      -10-
<PAGE>

     The Company recorded an allowance for possible losses of $50,000 for the
three months ended January 31, 2003, as compared to $65,000 for the three months
ended January 31, 2002.

     As a result of the foregoing, income from operations increased $223,000, or
9.8%, to $2,504,000 for the three months ended January 31, 2003 from $2,281,000
for the three months ended January 31, 2002.

     Interest income decreased ($9,000), or (20.5%), to $35,000 for the three
months ended January 31, 2003 from $44,000 for the three months ended January
31, 2002. This decrease is attributable to the lower cash balances of the
Company, as a result of the acquisitions of Medical Resources and Mary Baker and
the continued decline in interest rates.

     The Company's effective tax rate increased to 41.9% for the three months
ended January 31, 2003 from 38.9% for the three months ended January 31, 2002.
This increase is attributable to higher state income tax rates and a decrease in
work opportunity tax credits in the current three month period.

     Net income increased $53,000, or 3.7%, to $1,474,000, or $.26 per diluted
share, in the three months ended January 31, 2003 from $1,421,000, or $.24 per
diluted share, in the three months ended January 31, 2002. This increase and the
increase in net patient revenue over the periods, as well as over other recent
periods, is attributable principally to the Company's expansion of its
operations through penetrations of markets vacated by competitors and the
successful integration of the Company's acquisitions over the past two years.
Such increases would not be expected to continue at the same rate, if it all, in
the absence of future such acquisitions or market penetrations, particularly in
light of potential Medicaid reimbursement rate and/or trend factor reduction
referenced above or otherwise, as to which there can be no assurance.

Six Months Ended January 31, 2003 Compared to Six Months Ended January 31, 2002

     For the six months ended January 31, 2003, net patient revenue increased
$6,841,000, or 16.8%, to $47,582,000 from $40,741,000 for the six months ended
January 31, 2002. This increase is primarily attributable to the acquisition of
Medical Resources, which generated net patient revenue of $3,413,000 for the
recent period in Massachusetts. The net patient revenue increase also included
$2,215,000 of continued successful penetration of existing markets. Lastly, the
net patient revenue increase also included $1,213,000 from the expansion of the
Company's operations to include staffing and related personnel to hospitals,
nursing homes and facilities in New York and New Jersey in the current period.

     Gross profit margin decreased to 35.5% for the six months ended January 31,
2003 from 36.4% for the six months ended January 31, 2002. This decrease is
primarily attributable to lower gross profit margins on the new staffing
operations and, in addition, the Company did not experience any increase in its
Medicaid reimbursement rates in Connecticut, New York and New Jersey in the
recent six-month period.

     General and administrative expenses increased $1,749,000, or 17.8%, to
$11,585,000 for the six months ended January 31, 2003 from $9,836,000 for the
six months ended January 31, 2002. This increase is attributable to additional
administrative personnel and occupancy costs



                                      -11-
<PAGE>

incurred, during the recent period, in connection with the acquisition of
certain assets comprising Medical Resources in the amount of $923,000 and the
expansion of the Company's services to include staffing and related operations
in New York and New Jersey in the amount of $220,000. The balance of the
increase of $606,000 is attributable to the opening, during the recent period,
of an additional full-service administrative office in West Hartford,
Connecticut, as well as increases in all of the Company's insurance costs over
the previous six-month period. As a percentage of net patient revenue, general
and administrative expenses increased slightly to 24.3% for the six months ended
January 31, 2003 from 24.1% for the six months ended January 31, 2002.

     Amortization of intangibles increased $18,000, or 6.6%, to $291,000 for the
six months ended January 31, 2003 from $273,000 for the six months ended January
31, 2002. This increase is explained in the above three-month discussion.

     The Company recorded an allowance for possible losses of $100,000 for the
six months ended January 31, 2003, as compared to $180,000 for the six months
ended January 31, 2002. This decrease is attributable to the Company reserving
against its accounts receivable in the previous period as a result of the
Company entering into contracts with many new payor sources over the past two
years.

     As a result of the foregoing, income from operations increased $356,000, or
7.8%, to $4,910,000 for the six months ended January 31, 2003 from $4,554,000
for the six months ended January 31, 2002.

     Interest income decreased ($32,000), or (26.2%), to $90,000 for the six
months ended January 31, 2003 from $122,000 for the six months ended January 31,
2002. This decrease is explained in the above three-month discussion.

     The Company's effective tax rate increased to 41.0% for the six months
ended January 31, 2003 from 39.3% for the six months ended January 31, 2002.
This increase is explained in the above three-month discussion.

     Net income increased $112,000, or 3.9%, to $2,948,000, or $.51 per diluted
share, in the six months ended January 31, 2003 from $2,836,000, or $.49 per
diluted share, in the six months ended January 31, 2002. This increase and the
increase in net patient revenue over the periods, as well as over other recent
periods, is attributable principally to the Company's expansion of its
operations through penetrations of markets vacated by competitors and the
successful integration of the Company's acquisitions over the past two years.

     The rate of inflation had no material effect on operations for the six
months ended January 31, 2003.

Financial Condition and Capital Resources
-----------------------------------------

     Current assets decreased to $31,669,000 and current liabilities decreased
to $3,507,000, respectively, at January 31, 2003. This resulted in a decrease in
working capital of ($70,000) from $28,232,000 at July 31, 2002 to $28,162,000 at
January 31, 2003. Cash and cash equivalents decreased ($2,773,000) to
$12,568,000 at January 31, 2003 from $15,341,000 at



                                      -12-
<PAGE>

July 31, 2002. This decrease in cash and working capital is attributable to the
cash used for the acquisitions of certain assets comprising Medical Resources
and Mary Baker.

     The Company provided net cash from operating activities of $897,000 for the
six months ended January 31, 2003 as compared to cash provided by operating
activities of $2,551,000 for the six months ended January 31, 2002. The decrease
in cash provided by operating activities of ($1,654,000), or (64.8%), is
attributable to an increase in operating assets, primarily accounts receivable,
of ($1,463,000), a decrease in operating liabilities of ($313,000), offset by an
increase in operating cash flow of $120,000 over the comparable period for the
six months ended January 31, 2002. Net cash used in investing activities for the
six months ended January 31, 2003, consisted of the purchase of assets of
businesses and the purchase of equipment. The net cash used in investing
activities for the six months ended January 31, 2002 consisted of the purchase
of assets of businesses, equipment and investments. Net cash used in financing
activities for the six months ended January 31, 2003 consisted of the purchase
of treasury shares, offset by the proceeds from the exercise of stock options.
Net cash provided by financing activities for the six months ended January 31,
2002 consisted of the proceeds from the exercise of stock options, offset by the
purchase of treasury shares.

     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 on a basis of 90 to 120 days with respect to
contracted and insurance business and 15 to 45 days with respect to certain
governmental payors, such as Medicare and Medicaid programs. Accounts receivable
turnover was 67 days at January 31, 2003 as compared to 77 days at January 31,
2002.

     The Company has a $7,500,000 committed revolving line of credit facility
(the "credit facility") with its bank. The credit facility provides for the
Company to borrow up to the lesser of $7,500,000 or 80% of eligible accounts
receivable that are aged less than 120 days at the bank's prime rate or LIBOR
plus 2.5%. The credit facility expires on October 23, 2003 and requires the
Company to meet certain financial covenants and ratios. The Company is required
to pay .25% commitment fee on unused amounts, payable quarterly in arrears.

     The Company intends to incur capital expenditures of approximately
$1,000,000 during the current fiscal year in connection with the proposed
implementation of new computer software systems and hardware. The new hardware
would be designed to, among other things, update certain data input capability
regarding services rendered at certain locations. The Company believes that the
software would 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 and otherwise meet its short term
and long term liquidity needs with its current cash balances, cash flow from
operations and its credit facility.

PART II.  OTHER INFORMATION

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

     The annual meeting of shareholders of the Company (the "Meeting") was held
on December 6, 2002. 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.



                                      -13-
<PAGE>

     At the Meeting, Frederick H. Fialkow, Bernard Levine, M.D., Steven Fialkow,
Ira Greifer, M.D. and Robert C. Pordy, M.D. 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. Filakow                            5,205,488             102,235
Steven Fialkow                                  5,205,488             102,235
Bernard Levine, M.D.                            5,295,198              12,525
Ira Greifer, M.D.                               5,295,198              12,525
Robert C. Pordy, M.D.                           5,295,198              12,525

     In addition, the Company's shareholders ratified at the Meeting the
selection by the Board of Directors of BDO Seidman, LLP as the Company's
independent certified accountants for the year ending July 31, 2003. The votes
for such ratification were as follows:

             For                     Against                   Abstain
             ---                     -------                   -------
          5,303,599                    472                      3,652

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)   The following exhibits are filed herewith:

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

     99.1         Certificate of Chief Executive Officer
     99.2         Certificate of Chief Financial Officer

     (b)   Reports on Form 8-K: None



                                      -14-
<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 14, 2003               /s/ Robert P. Heller
                                     ---------------------------------------
                                     Robert P. Heller
                                     Vice President of Finance (chief financial
                                     and accounting officer)




                                      -15-
<PAGE>


                  CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER

I, Steven Fialkow, certify that:

1.   I have reviewed this quarterly  report on Form 10-Q of National Home Health
     Care Corp.;
2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;
3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;
4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;
     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and
     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;
5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):
     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and
     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and
6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  March 14, 2003

                                         /s/ Steven Fialkow
                                         --------------------------------------
                                         Steven Fialkow
                                         Chief Executive Officer




                                      -16-
<PAGE>



                  CERTIFICATION BY PRINCIPAL FINANCIAL OFFICER

I, Robert P. Heller, certify that:

1.   I have reviewed this quarterly  report on Form 10-Q of National Home Health
     Care Corp.;
2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;
3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;
4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;
     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and
     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;
5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):
     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and
     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and
6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  March 14, 2003

                                        /s/ Robert P. Heller
                                        ----------------------------------------
                                        Robert P. Heller
                                        Vice President of Finance and Chief
                                        Financial Officer



<PAGE>

                                  EXHIBIT INDEX
                                  -------------

EXHIBIT                              DOCUMENT
NUMBER                               --------
------

99.1*     Certification  of Principal  Executive  Officer  pursuant to 18 U.S.C.
          Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002.
99.2*     Certification  of Principal  Financial  Officer  pursuant to 18 U.S.C.
          Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002.

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