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, 2001
                                     ----------------

                                       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 15,  2001 was
4,921,507.


<PAGE>


                         NATIONAL HOME HEALTH CARE CORP.

                                    FORM 10-Q

                     FOR THE QUARTER ENDED JANUARY 31, 2001
<TABLE>
<CAPTION>
<S>                                                                         <C> <C>
PART I.                    FINANCIAL INFORMATION                                                            Page
                                                                                                            ----

Item 1.                    Financial Statements

                                Consolidated  Balance  Sheets as of January 31, 2001 and July
                                31, 2000 (unaudited)                                                        3-4

                           Consolidated  Statements of Operations  for the three months ended
                                January  31,  2001 and  January  31,  2000 and the six months
                                ended January 31, 2001 and January 31, 2000 (unaudited)                      5

                           Consolidated  Statements  of Cash Flows for the six  months  ended
                                January 31, 2001 and January 31, 2000 (unaudited)                            6

                           Notes to Consolidated Financial Statements                                       7-9

Item 2.                    Management's  Discussion  and Analysis of Financial  Condition and
                           Results of Operations                                                           10-15

PART II.                   OTHER INFORMATION

Item 1.                    Legal proceedings                                                                 15

Item 4.                    Submission of Matters to a Vote of Security Holders                               16

Item 6.                    Exhibits and Reports on Form 8-K                                                  16

SIGNATURES                                                                                                   17
</TABLE>


                                      -2-
<PAGE>

                NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                    UNAUDITED
<TABLE>
<CAPTION>
                                                                            January 31, 2001                   July 31, 2000
                                                                            ----------------                   -------------
ASSETS

Current assets:
<S>                                                                              <C>                           <C>
     Cash and cash equivalents                                                   $5,322,000                    $4,856,000
     Investments                                                                     18,000                        18,000
     Accounts receivable - less allowance
         for doubtful accounts of
         $639,000 at January 31, 2001 and
         $673,000 at July 31, 2000                                               17,167,000                    15,715,000

     Prepaid expenses and other assets                                              519,000                       589,000
     Deferred taxes                                                                 504,000                       504,000
                                                                               ------------                  ------------

         Total current assets                                                    23,530,000                    21,682,000

Furniture, equipment and leasehold                                                  891,000                       760,000
     improvements, net
Excess of cost over fair value of net assets                                      7,385,000                     6,945,000
     of businesses acquired, net
Other intangible assets, net                                                      2,096,000                     1,257,000
Deposits and other assets                                                           225,000                       212,000
                                                                               ------------                  ------------
                                                                                $34,127,000                   $30,856,000
                                                                                ===========                   ===========
                  TOTAL
</TABLE>

(continued)

                                      -3-
<PAGE>
                NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                    UNAUDITED
<TABLE>
<CAPTION>

                                                                                 January 31, 2001          July 31, 2000
                                                                                 ----------------         --------------
LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities:
<S>                                                                                  <C>                        <C>
     Accounts payable and accrued expenses                                           $3,087,000                 $2,203,000
     Income taxes payable                                                                35,000                    167,000
     Estimated third-party payor settlements                                            852,000                     ---
                                                                                ------------------         -----------------

            Total current liabilities                                                 3,974,000                  2,370,000

Stockholders' equity:
     Common stock, $.001 par value; authorized
         20,000,000 shares, issued 6,228,746 shares                                       6,000                      6,000
     Additional paid-in capital                                                      18,525,000                 18,525,000
     Retained earnings                                                               14,105,000                 12,274,000
                                                                                ------------------         -----------------

                                                                                     32,636,000                 30,805,000

     Less treasury stock (1,307,179 and 1,276,778 shares)
         at cost                                                                     (2,483,000)                (2,319,000)

            Total stockholders' equity                                               30,153,000                 28,486,000
                                                                                ------------------         -----------------
                    TOTAL                                                           $34,127,000                $30,856,000
                                                                                ==================         =================
</TABLE>
See accompanying notes to consolidated financial statements.


                                      -4-
<PAGE>
                NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                    UNAUDITED
<TABLE>
<CAPTION>
                                               For the three months ended             For the six months ended
                                                      January 31,                            January 31,
                                            ---------------------------------    ------------------------------------
                                                 2001              2000               2001                2000
                                                 ----              ----               ----                ----
<S>                                             <C>             <C>                  <C>                  <C>
Net patient revenue                             $18,479,000     $15,041,000          $35,997,000          $24,535,000
                                                -----------     -----------          -----------          -----------


Operating expenses:
    Cost of revenue                              11,964,000        9,687,000         23,606,000           16,013,000
    General and administrative                    4,458,000        3,649,000          8,498,000            6,044,000
    Amortization of intangibles                     245,000          167,000            467,000              309,000
    Bad debt expense                                180,000          235,000            310,000              235,000
                                                -----------     -----------          -----------          -----------
       Total operating expenses                  16,847,000       13,738,000         32,881,000           22,601,000
                                                -----------     -----------          -----------          -----------

Income from operations                            1,632,000        1,303,000          3,116,000            1,934,000

Other income:
    Interest income                                  41,000           36,000             78,000              121,000
    Gain resulting from sale of                       ----           659,000              ----             1,602,000
      stock of equity investee
                                                -----------     -----------          -----------          -----------
Income before taxes                               1,673,000        1,998,000          3,194,000            3,657,000

Provision for income taxes                          714,000          539,000          1,363,000            1,107,000
                                                -----------     -----------          -----------          -----------

NET INCOME                                         $959,000       $1,459,000         $1,831,000           $2,550,000
                                                ===========     ============         ==========           ==========

Net income per share:
    Basic                                             $0.19            $0.29              $0.37                $0.50
                                                ===========     ============         ==========           ==========

    Diluted                                           $0.19            $0.29              $0.36                $0.50
                                                ===========     ============         ==========           ==========

Weighted average shares outstanding:

    Basic                                         4,932,780        5,045,261          4,940,291            5,063,518

    Diluted                                       5,034,634        5,051,394          5,054,908            5,069,822
</TABLE>

See accompanying notes to consolidated financial statements.

                                      -5-
<PAGE>
<TABLE>
<CAPTION>
                NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    UNAUDITED
                                                                                  For the six months ended January 31,
                                                                                  ------------------------------------
                                                                                      2001                      2000
                                                                                      ----                      ----
Cash flows from operating activities:
<S>                                                                                <C>                       <C>
   Net income                                                                      $1,831,000                $2,550,000
   Adjustments  to  reconcile  net  income  to net cash  provided  by  operating
      activities:

         Depreciation and amortization                                                579,000                   413,000
         Gain resulting from sale of stock of equity investee                             ---                (1,602,000)
         Provisions for doubtful accounts net of write-offs                           (34,000)                  235,000
         Loss on sale of assets                                                        26,000
         Changes in operating assets and liabilities:
            (Increase) decrease in assets:
                Accounts Receivable                                                (1,418,000)               (2,058,000)
                Prepaid expenses and other assets                                      57,000                  (191,000)
            Increase (decrease) in liabilities:
                Accounts payable, accrued expenses and
                  other liabilities                                                   884,000                   722,000
                Income tax payable                                                   (132,000)                   (8,000)
                Estimated third party payor settlements                               852,000                   224,000
                                                                                ------------------        -----------------
                  Net cash provided by operating activities                         2,645,000                   285,000
                                                                                ------------------        -----------------

Cash flows from investing activities:
   Purchase of property, plant and equipment                                         (291,000)                 (168,000)
   Purchase of assets of business                                                  (1,746,000)               (4,490,000)
   Proceeds from sale of assets                                                        22,000                       ---
   Proceeds from sale of stock of equity investee                                         ---                 1,602,000
   Proceeds of investments                                                                ---                   160,000
                                                                                ------------------        -----------------
                  Net cash (used in) investing activities                          (2,015,000)               (2,896,000)
                                                                                ------------------        -----------------

Cash flows from financing activities:
   Purchase of treasury shares                                                       (164,000)                 (304,000)
                                                                                ------------------        -----------------
                  Net cash (used in) financing activities                            (164,000)                 (304,000)
                                                                                ------------------        -----------------

NET INCREASE (DECREASE) IN CASH AND CASH
   EQUIVALENTS                                                                        466,000                (2,915,000)

Cash and cash equivalents - beginning of period                                     4,856,000                 7,442,000
                                                                                ------------------        -----------------

CASH AND CASH EQUIVALENTS-END OF PERIOD                                            $5,322,000                $4,527,000
                                                                                ==================        =================
Supplemental disclosures of cash flow information:
     Cash paid during the period for:
        Taxes                                                                      $1,513,000                  $894,000
        Interest                                                                          ---                     1,000
</TABLE>

See accompanying notes to consolidated financial statements.

                                      -6-
<PAGE>


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

NOTE 1 - BASIS OF PRESENTATION

              The accompanying  unaudited consolidated financial statements have
been prepared in accordance with generally  accepted  accounting  principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation  S-X.  Accordingly,  they do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been  included.  Operating  results  for the three and six month  periods  ended
January  31, 2001 are not  necessarily  indicative  of the  results  that may be
expected for the year ending July 31, 2001.  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, 2000.

NOTE 2 - SUNSTAR HEALTHCARE, INC.

              SunStar  Healthcare,  Inc.  ("SunStar") has been a publicly traded
corporation since May 1996. SunStar,  formerly a wholly-owned  subsidiary of the
Company,   had  comprised  the  Company's  Florida   outpatient  medical  center
operations. In May 1996, SunStar completed its initial public offering following
a complete  change in  management  and the  adoption  of a business  plan by new
management for the  establishment  of a health  maintenance  organization.  As a
result,  SunStar was no longer  consolidated  with the  Company  for  accounting
purposes.  The Company had  utilized  the equity  method of  accounting  for its
investment in SunStar.  In February 2000,  SunStar's  sole operating  subsidiary
effectively  discontinued  operations.  As of January 31,  2001,  the  Company's
ownership  percentage  of  SunStar  was  21.6%  and the  Company's  value of its
investment was $0.

NOTE 3 - ACQUISITIONS

              On  August  10,  1998,  the  Company,  through  its  wholly  owned
subsidiary  Health  Acquisition  Corp.  ("Health  Acquisition"),  acquired,  for
$1,943,000 in cash,  including  acquisition  costs of $8,000,  certain assets of
Bryan  Employment  Agency,  Inc.,  d/b/a Bryan Home Care  Services  ("Bryan Home
Care"),  a New York licensed  home health care company which  provides home care
services in Westchester County, New York. The acquisition was accounted for as a
purchase.  The purchase  price was generated from internal funds of the Company.
The  acquisition  expanded  the  geographic  presence of the Company and enabled
Health Acquisition to become a participating  provider in the Westchester County
Department of Social Services Medicaid program.

                                      -7-
<PAGE>

              On November 1, 1998, the Company  acquired all of the  outstanding
common shares of Accredited Health Services, Inc. ("Accredited").  Accredited is
a licensed  home health care company that  provides home health aide services in
Bergen, Hudson,  Passaic, Essex, Morris, Union, Somerset and Middlesex Counties,
New Jersey.  The purchase price of approximately  $1,949,000 in cash,  including
acquisition costs of $85,000,  was generated from internal funds of the Company.
The acquisition was accounted for as a purchase.

              On November 1, 1999,  the Company  acquired,  through wholly owned
subsidiaries  in  Connecticut,  certain  assets  of  Optimum  Care  Services  of
Connecticut,  Inc.,  Optimum Home Health of  Connecticut,  Inc. and Optimum Home
Care of Connecticut,  Inc. (together,  the "Optimum Entities").  The assets were
acquired  from a  court-appointed  Chapter 7  Trustee  for a  purchase  price of
$4,490,000 in cash,  including  acquisition  costs of $90,000,  which amount was
generated  from  internal  funds of the Company.  The final  purchase  price was
determined  through an auction process conducted at the United States Bankruptcy
Court for the District of  Massachusetts.  The assets acquired included certain,
but not all,  machinery,  equipment  intangibles  and accounts  receivable.  The
acquisition  represented  the Company's  opportunity  to expand its  Connecticut
operations  into  additional  areas in the state.  The Company is operating  the
acquired assets under the Company's pre-existing subsidiary in Connecticut,  New
England Home Care,  Inc.  ("New  England"),  and a recently  formed  subsidiary,
Connecticut Staffing Works Corp. ("Ct. Staffing"). The Optimum Entities had been
engaged in the  business of  providing  home health  care,  staffing and related
services in Connecticut, including a Medicare certified and licensed home health
care agency and an affiliate providing staffing services.

         On April 14, 2000, the Company acquired,  through New England,  certain
assets  of  the   Connecticut   operations  of  U.S.   HomeCare   Corp.   ("U.S.
HomeCare-Connecticut")  for  $311,000 in cash,  including  acquisition  costs of
$11,000. The acquisition was accounted for as a purchase. The purchase price was
generated from internal funds of the Company.  The acquisition  complemented the
Company's existing operations in the state of Connecticut.

         On August  25,  2000,  Accredited  purchased  certain  assets of Health
Forced  Owned,  Ltd.  and  its  affiliates  ("Health  Force").   Health  Force's
operations  included  the  provision  of home health  aide and  skilled  nursing
services in northern and central New Jersey. The purchase price of approximately
$1,822,000 in cash,  including  acquisition costs of $42,000, was generated from
internal funds. The acquisition was accounted for as a purchase. The acquisition
complemented the Company's  existing  operations in New Jersey and also expanded
its services to include skilled nursing.

NOTE 4 - RECLASSIFICATION

         Certain  amounts in the  January 31, 2000  consolidated  statements  of
operations   have  been   reclassified  to  conform  to  the  January  31,  2001
consolidated statements of operations.

                                      -8-
<PAGE>

NOTE 5 - PER SHARE DATA
<TABLE>
<CAPTION>
                                                                    For the three months ended
                                                                            January 31,
                                              ------------------------------------------------------------------------
                                                            2001                                  2000
                                                            ----                                  ----
                                                    Income             Shares          Income                Shares
<S>                                                  <C>              <C>              <C>                  <C>
Basic EPS:
       Net income                                    $959,000         4,932,780        $1,459,000           5,045,261
Effect of dilutive securities -
       common stock options                             ---             101,854             ---                 6,133
                                              ---------------    ---------------    --------------     ---------------
Diluted EPS                                          $959,000         5,034,634        $1,459,000           5,051,394
                                              ===============    ===============    ==============     ===============


                                                                     For the six months ended
                                                                            January 31,
                                              ------------------------------------------------------------------------
                                                            2001                                  2000
                                                            ----                                  ----

                                                  Income             Shares            Income                Shares

Basic EPS:
       Net income                                 $1,831,000         4,940,291         $2,550,000            5,063,518
Effect of dilutive securities -
       common stock options                            ---             114,617              ---                  6,304
                                              ---------------    ---------------    --------------     ---------------

Diluted EPS                                       $1,831,000         5,054,908         $2,550,000            5,069,822
                                              ===============    ===============    ==============     ===============
</TABLE>

                                      -9-
<PAGE>


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, 2000.

              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  market  acceptance,  market  demand  pricing,  changing  regulatory
environment  (including in particular the impact of recent  prospective  payment
regulations),   changing   economic   conditions,   risks  in  connection   with
acquisitions,  ability to retain and attract qualified personnel 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.  These  factors,  as well as future
changes in  reimbursement,  could cause future results to differ materially from
historical results.

              The  Balanced  Budget Act of 1997,  as amended  (the  "Act"),  was
signed  into law on August  5,  1997.  Under the Act,  until  October  1,  2000,
Medicare certified home health agencies were reimbursed under an interim payment
system  ("IPS")  for  a  two-year  period  prior  to  the  implementation  of  a
prospective  payment  system.   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. 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  implementation  of IPS  resulted  in a decrease  in  Medicare
revenue from the Company's Medicare certified agency. In addition, the Company's
operations in New York and New Jersey are dependent  upon  referrals,  primarily
from Medicare certified home health care agencies, whose reimbursement under IPS
had been adversely affected.  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.

                                      -10-
<PAGE>

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

Three Months Ended  January 31, 2001  Compared to Three Months Ended January 31,
2000

              For the three months ended January 31, 2001,  net patient  revenue
increased  $3,438,000,  or 22.9%, to $18,479,000  from $15,041,000 for the three
months ended  January 31, 2000.  This  increase is  attributable  in part to the
acquisition  of certain  assets in New Jersey of Health Force in August 2000, in
which  state the  Company's  net patient  revenue  increased  $924,000  over the
periods.  In  addition,  principally  as a result of the  Company's  ability  to
capitalize on additional  market share  resulting from the abandonment of Health
Force's  operations  in New  York,  the  Company's  net  patient  revenue  there
increased  $1,896,000  over  the  periods.   Further,  net  patient  revenue  in
Connecticut   increased  $618,000  over  the  periods,   primarily  due  to  the
acquisition of certain assets of U.S. HomeCare-Connecticut in April 2000 and the
successful penetration of the available market share.

              Gross  profit  margin  decreased  slightly  to 35.3% for the three
months ended  January 31, 2001 from 35.6% for the three months ended January 31,
2000.

              General and administrative  expenses increased $809,000, or 22.2%,
to $4,458,000  for the three months ended January 31, 2001 from  $3,649,000  for
the  three  months  ended  January  31,  2000.  This  increase  is  attributable
principally  to  additional  general  and  administrative  expenses  incurred in
connection  with  the  expansion  into the  markets  previously  served  by U.S.
HomeCare-Connecticut  and Health Force. As a percentage of net patient  revenue,
general and  administrative  expenses  decreased slightly to 24.1% for the three
months ended  January 31, 2001 from 24.3% for the three months ended January 31,
2000.

              Amortization  of  intangibles  increased  $78,000,  or  46.7%,  to
$245,000 for the three months ended January 31, 2001 from $167,000 for the three
months ended January 31, 2000. This increase is attributable to the amortization
of goodwill and intangibles  associated with the  acquisitions of certain assets
of U.S. HomeCare-Connecticut and Health Force.

              The Company  recorded a bad debt  provision  of  $180,000  for the
three months ended January 31, 2001 as compared to $235,000 for the three months
ended January 31, 2000. As the Company has limited  experience  with many of the
new payor  sources  with  which it now  contracts  as a result of the  Company's
expansion into the new markets in both  Connecticut and Jersey,  the Company has
established a reserve against its accounts receivable.  In addition, the Company
has experienced  increases in accounts  receivable  balances with certain of the
Medicare certified agencies with which it contracts. Accordingly, the Company is
reserving  against accounts  receivable in the event that some of these accounts
will have to be written off.

              As a result of the  foregoing,  income from  operations  increased
$329,000,  or 25.2%,  to $1,632,000  for the three months ended January 31, 2001
from $1,303,000 for the three months ended January 31, 2000.

                                      -11-
<PAGE>

              Interest  income  increased  $5,000,  or 13.9%, to $41,000 for the
three  months  ended  January 31, 2001 from  $36,000 for the three  months ended
January 31, 2000.  This  increase is  attributable  to the increase in operating
cash flow in the current three month period.

              During the three  months  ended  January  31,  2000,  the  Company
recorded  a gain  from the sale of stock of  equity  investee  in the  amount of
$659,000.

              The Company's  effective tax rate increased to 42.7% for the three
months ended  January 31, 2001 from 27.0% for the three months ended January 31,
2000.  This increase is  attributable  to a lower effective tax rate on the gain
resulting  from sale of stock of equity  investee  recorded for the three months
ended January 31, 2000. Excluding the gain from sale of stock of equity investee
in the prior three month period, the effective tax rate was 45.6%.

              Net income decreased ($500,000),  or (34.3%), to $959,000, or $.19
per share, in the three months ended January 31, 2001 from  $1,459,000,  or $.29
per share,  in the there  months  ended  January  31,  2000.  This  decrease  is
attributable to the gain resulting from sale of stock of equity investee, net of
tax  benefit  in the  amount  of  $740,000,  or $.15  per  share,  in the  prior
three-month period.

Six Months Ended January 31, 2001 Compared to Six Months Ended January 31, 2000.

              For the six months  ended  January 31, 2001,  net patient  revenue
increased  $11,462,000,  or 46.7%, to $35,997,000  from  $24,535,000 for the six
months ended January 31, 2000. This increase is  attributable  principally to an
increase of $6,527,000 in net patient revenue realized from the expansion of the
Company's  operations in Connecticut through the opportunity  represented by the
liquidation of the Optimum Entities, the acquisition in November 1999 of certain
assets of the Optimum Entities from its bankruptcy  trustee,  the acquisition of
certain  assets of U.S.  HomeCare-Connecticut  in April 2000 and the  successful
penetration  of the  available  market  share.  In addition,  the  Company's net
patient revenue  increased  $1,434,000 over the periods primarily as a result of
the  acquisition of certain assets in New Jersey of Health Force in August 2000.
Further, the Company's net patient revenue in New York increased $3,501,000 as a
result of the  Company's  ability  to  capitalize  on  additional  market  share
resulting from the abandonment of Health Force's operations there.

              Gross profit margin decreased slightly to 34.4% for the six months
ended January 31, 2001 from 34.7% for the six months ended January 31, 2000.

              General  and  administrative  expenses  increased  $2,454,000,  or
40.6%,  to $8,498,000 for the six months ended January 31, 2001 from  $6,044,000
for the six months  ended  January  31,  2000.  This  increase  is  attributable
principally to the additional  general and  administrative  expenses incurred in
connection with the expansion into the markets  previously served by the Optimum
Entities, U.S.  HealthCare-Connecticut  and Health Force. As a percentage of net
patient revenue,  general and administrative expenses decreased to 23.6% for the
six months ended  January 31, 2001 from 24.6% for the six months  ended  January
31, 2000.

                                      -12-
<PAGE>

              Amortization  of  intangibles  increased to $158,000,  or 51.1% to
$467,000  for the six months  ended  January 31, 2001 from  $309,000 for the six
months ended January 31, 2000. This increase is attributable to the amortization
of goodwill and intangibles  associated with the  acquisitions of certain assets
of the Optimum Entities, U.S. HomeCare-Connecticut and Health Force.

              The Company  recorded a provision  of $310,000  for the six months
ended  January 31, 2001 as compared to $235,000 for the six months ended January
31, 2000. This increase is explained in the above three-month discussion.

              As a result of the  foregoing,  income from  operations  increased
$1,182,000,  or 61.1%,  to $3,116,000  for the six months ended January 31, 2001
from $1,934,000 for the six months ended January 31, 2000.

              Interest income  decreased  ($43,000),  or (35.59%) to $78,000 for
the six months  ended  January 31, 2001 from  $121,000  for the six months ended
January 31,  2000.  This  decrease  is  attributable  to cash used in  investing
activities  resulting from the  acquisition of certain assets of Health Force in
August 2000.

              During the six months ended January 31, 2000, the Company recorded
a gain on sale of stock of equity investee in the amount of $1,602,000.

              The Company's  effective  tax rate  increased to 42.7% for the six
months ended  January 31, 2001 from 30.3% for the six months  ended  January 31,
2000.  This increase is  attributable  to a lower effective tax rate on the gain
resulting  from sale of stock of equity  investee  recorded  for the six  months
ended January 31, 2000. Excluding the gain from sale of stock of equity investee
in the prior six month period, the effective tax rate was 45.1%.

              Net income decreased  ($719,000),  or (28.2%),  to $1,831,000,  or
$.36 per share,  in the six months ended  January 31, 2001 from  $2,550,000,  or
$.50 per share,  in the six months  ended  January 31,  2000.  This  decrease is
attributable to the gain resulting from sale of stock of equity investee, net of
tax in the  amount of  $1,422,000,  or $.28 per share,  in the six months  ended
January 31, 2000.

              The rate of inflation had no material effect on operations for the
six months ended January 31, 2001.

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

              Current assets  increased to $23,530,000  and current  liabilities
increased to $3,974,000,  respectively, at January 31, 2001. This resulted in an
increase in working  capital of $244,000  from  $19,312,000  at July 31, 2001 to
$19,556,000 at January 31, 2001. Cash and cash equivalents increased $466,000 to
$5,322,000 at January 31, 2001 from  $4,856,000 at July 31, 2000.  This increase
in cash and working  capital is primarily  attributable to the net cash provided

                                      -13-
<PAGE>

by operating  activities,  offset by the cash used to acquire  certain assets of
Health Force in August 2000.

              The  Company  provided  net  cash  from  operating  activities  of
$2,645,000  for the six  months  ended  January  31,  2001 as  compared  to cash
provided by operating  activities  of $285,000 for the six months ended  January
31, 2000.  The increase in cash provided by operating  activities of $2,360,000,
or 828.0%,  is  attributable  to an increase in operating cash flow of $806,000,
net  decreases  in operating  assets of $888,000 and net  increases in operating
liabilities  of $666,000  over the  comparable  period for the six months  ended
January 31, 2000. Net cash used in investing activities for the six months ended
January 31, 2001 consisted of the purchase of certain assets of Health Force and
equipment,  offset by the proceeds from the sale of assets. The net cash used in
investing  activities  for the six months  ended  January 31, 2000  reflects the
acquisition  of certain  assets of the  Optimum  Entities  and the  purchase  of
equipment,  offset by the  proceeds  from sale of stock of equity  investee  and
proceeds  of  investments.  Net cash used in  financing  activities  for the six
months  ended  January 31, 2001 and January 31, 2000  reflects  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 84 days at January  31, 2001 as compared to 99 days at January 31,
2000.

              The  Company's two credit  facilities  in the aggregate  amount of
$4,000,000  expired on January 31, 2001. The Company is currently  seeking a new
$5,000,000 advised line of credit with its bank to finance operations, including
continuing to make acquisitions in the home health care field.

              The  Company  intends  to meet its short  and long term  liquidity
needs with its current cash balances, cash flow from operations and future lines
of credit.

              The Company has continued  for an  additional  year its program to
repurchase  its  Common  Stock.  Purchases  in  the  aggregate  amount  of up to
$1,000,000 in purchase  price during the one-year  extension  would be made from
time to time in the open market and through privately  negotiated  transactions,
subject to general market and other conditions.

Stock Dividend
--------------

              On March 13, 2001, the Company's Board of Directors  declared a 5%
stock dividend  payable on March 23, 2001 to  shareholders of record as of March
16, 2001. The Company  anticipates that a total of approximately  246,000 shares
of  common  stock  will  be  issued  in  connection   with  the  dividend.   All
stock-related  data in  future  financial  statements  will  reflect  the  stock
dividend for all periods presented.


                                      -14-
<PAGE>


PART II.  OTHER INFORMATION

ITEM 1.       LEGAL PROCEEDINGS

                  The  Company,  certain  of its  officers  and  directors  (who
previously  were  outside  directors  (the  "director  defendants")  of  SunStar
Healthcare, Inc. ("SunStar")) and other parties are named as defendants in In Re
                                                                           -----
SunStar  Healthcare  Securities  Litigation  (United  States  District Court for
-------------------------------------------
Middle District of Florida),  a consolidated class action brought on behalf of a
purported  class of  shareholders  of  Sunstar  who  purchased  stock of Sunstar
between June 15, 1998 and December 14, 1999. The Consolidated  Amended Complaint
(the "Complaint")  (which supersedes all prior class action  complaints) in this
litigation  purports  to assert  claims  under  sections  10(b)  (and Rule 10b-5
promulgated  thereunder)  and 20(a) of the  Securities  Exchange Act of 1934, as
amended,  based upon alleged acts or omissions of the defendants which allegedly
resulted in misrepresentations  or omissions of material information  concerning
the financial condition of SunStar (and its subsidiary SunStar Health Plan, Inc.
("Plan"),  a Florida HMO presently in receivership).  The Complaint also alleges
that the Company (which  allegedly  held 30.5% of SunStar's  common stock during
SunStar's  fiscal year ending July 31, 1998 and reduced its holdings to 21.6% at
July 31, 2000) and the director  defendants  exercised  control over SunStar and
therefore are liable as "controlling  persons" thereof.  On October 23, 2000 the
defendants filed motions to dismiss the Complaint, which motions were granted on
February 16, 2001. Pursuant to the order granting such dismissal, the plaintiffs
have until  March 18,  2001 to file a further  amended  complaint.  The  Company
believes that the  complaints  received to date are without merit and intends to
continue to  vigorously  defend this action if a further  amended  complaint  is
filed against it.

                  In a related action,  the director  defendants,  along with at
least sixteen others,  are named as defendants in Department of Insurance of the
                                                  ------------------------------
State of Florida v. Warren D. Stowell et al.  (Circuit Court,  Seminole  County,
--------------------------------------------
Florida) in which the plaintiff as the receiver of Plan brings claims purporting
to arise out of the same facts  forming the basis of the class action  described
in the paragraph above and other alleged  actions  relating to the insolvency of
Plan. The Company understands that a related action also has been brought by the
plaintiff  against  SunStar's  auditors.  The  Company  is not a party  to these
actions.  An amended complaint  relating to the action captioned above was filed
on November 17, 2000,  and on February 12, 2001, the director  defendants  filed
motions to dismiss the action. The director  defendants have advised the Company
and the Company  believes  that the  complaint  is without  merit.  The director
defendants  also have advised the Company that they intend to vigorously  defend
the action  captioned  above.  The Company  intends to  indemnify  the  director
defendants to the fullest extent  permitted under its by-laws and applicable law
in connection with all of the actions described herein.

                                      -15-
<PAGE>

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, 2000.  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. 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. Fialkow          4,034,842            5,439
                  Bernard Levine, M.D.          4,034,842            5,439
                  Steven Fialkow                4,034,842            5,439
                  Ira Greifer, M.D.             4,034,842            5,439
                  Robert C. Pordy, M.D.         4,034,842            5,439


ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

              (a)   Exhibits:

                    3.3    By-laws.*

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

              (b)   Reports on Form 8-K:  None

                                      -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:  March 15, 2001                 /s/ Robert P. Heller
                                      ------------------------------------------
                                      Robert P. Heller
                                      Vice President of Finance (chief financial
                                      and accounting officer)


                                      -17-
<PAGE>


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

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

3.3                                 By-laws.