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 April 30, 1998

                                          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 June 15,
          1998 was 5,210,114
          
<PAGE> 




                           NATIONAL HOME HEALTH CARE CORP.

                                      FORM 10-Q

                         FOR THE QUARTER ENDED APRIL 30, 1998



          PART I.        FINANCIAL INFORMATION                         Page

              Item 1.    Financial Statements

                         Consolidated Balance Sheets as of
                         April 30, 1998                                 3-4
                         and July 31, 1997 (unaudited)         

                         Consolidated Statements of Operations
                         for the three months ended April 30,
                         1998 and April 30, 1997 and the nine
                         months ended April 30, 1998 and April            5
                         30, 1997 (unaudited)

                         Consolidated Statements of Cash Flows
                         for the nine months ended April 30,
                         1998 and April 30, 1997 (unaudited)              6

                         Notes to Consolidated Financial                7-8
                         Statements                            

          Item 2.        Management's Discussion and Analysis
                         of Financial Condition and Results of         9-13
                         Operations                            

          PART II.       OTHER INFORMATION                     

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

          SIGNATURES                                                     15

           













                                          -2-
<PAGE>





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


                                         April 30,       July 31,
                                           1998            1997
   ASSETS

   Current assets:
     Cash and cash equivalents         $10,293,000      $9,324,000
     Investments                         488,000           508,000
     Accounts receivable-less
     allowance for doubtful 
       accounts of $284,000 at April
       30, 1998 and $327,000 at July
       31, 1997                        9,059,000         8,176,000
     Income taxes receivable             105,000               ---
     Prepaid expenses and other assets   144,000           163,000
     Deferred taxes                      230,000           230,000
                                       ---------         ---------

        Total current assets          20,319,000        18,401,000

   Furniture, equipment and leasehold 
     improvements, net                   364,000           378,000
   Excess of cost over fair value of
   net assets of 
     businesses acquired, net          3,222,000         3,350,000
   Other intangible assets, net          795,000           947,000
   Deposits and other assets             138,000           138,000
   Investment in unconsolidated                                   
     investee                            852,000         2,010,000
                                       ---------         ---------
               
       TOTAL                           $25,690,000     $25,224,000


            (Continued)















                                          -3-
<PAGE>





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


                                               April 30,    July 31,
                                                 1998         1997
   LIABILITIES AND STOCKHOLDERS' EQUITY

   Current liabilities:
     Accounts payable and accrued expenses     $1,331,000   $1,076,000  
     Estimated third-party payor settlements      656,000      195,000
     Income taxes payable                            ---        22,000
                                               ----------   ----------

               Total current liabilities        1,732,000    1,548,000
                
          Deferred tax liability                     ---       316,000
                                                ---------    ---------

               Total liabilities                1,732,000    1,864,000

           Stockholders' equity:
             Common stock, $.001 par value;
             authorized 20,000,000 shares, issued
             6,228,746 and 6,208,646 shares         6,000        6,000
             Additional paid-in capital        18,525,000   18,476,000
             Retained earnings                  6,654,000    5,842,000
                                               __________   __________
                                               25,185,000   24,324,000

           Less treasury stock
           (1,013,149 and 957,5000 shares) 
           at cost                             (1,227,000)   (964,000)
                                               -----------   ---------
                   
               Total stockholders' equity      23,958,000  23,360,000
                                               ----------  ----------
                  TOTAL                       $25,690,000 $25,224,000
                                              ----------- -----------
                                              ----------- -----------



          See accompanying notes to consolidated financial statements.



                                          -4-
<PAGE>


         <TABLE>
         <CAPTION>  

                                                 NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
                                                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                    UNAUDITED
                                                             For the three months ended      For the nine months ended
                                                                      April 30,                   April 30,           
                                                  1998                 1997      1998                 1997
                                            <C>                 <C>           <C>                  <C>            
  <S>                            
  Net patient revenue                       $8,303,000           $8,476,000          $26,206,000          $25,854,000
                                            ----------           ----------          -----------          -----------

  Operating expenses:
     Cost of revenue                         5,310,000            5,459,000           16,884,000           16,783,000
     General and administrative              2,212,000            2,149,000            6,724,000            6,337,000
     Amortization of intangibles                93,000               55,000              280,000              152,000
                                            ----------           ----------          -----------          ----------- 

         Total operating expenses            7,615,000            7,663,000           23,888,000           23,272,000

  Income from operations                       688,000              813,000            2,318,000            2,582,000

  Other income (loss):
     Interest income                           133,000              118,000              407,000              326,000
     (Loss) from equity investee              (247,000)            (171,000)          (1,158,000)            (349,000)
                                            -----------          -----------         ------------         ------------

  Income before taxes                          574,000              760,000            1,567,000            2,559,000

  Provision for income taxes                   311,000              326,000              755,000            1,094,000

  NET INCOME                                  $263,000             $434,000             $812,000           $1,465,000
                                            ----------           ----------          ------------         -----------
                                            ----------           ----------          ------------         -----------

  Other data, including per share
     information:

     Net income available to 
     common stockholders                      $263,000             $434,000             $812,000           $1,465,000

     Basic earnings per share                   $0.05                $0.08                $0.15                $0.28  
                                            ----------            ---------           ----------           -----------
                                            ----------            ---------           ----------           -----------

     Basic weighted average shares
     outstanding                             5,221,946            5,248,285            5,239,625            5,248,285

     Diluted net income available to
     common stockholders                      $263,000             $434,000             $812,000           $1,465,000

     Diluted earnings per share                  $0.05                $0.08                $0.15                $0.27  
                                            ----------            ---------           ----------           -----------
                                            ----------            ---------           ----------           -----------

     Diluted weighted average shares
     outstanding                             5,288,448            5,351,996            5,317,198            5,362,613

 </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 nine months ended
                                                                                                     April 30,
                                                                                           1998                    1997
<S>
Cash flows from operating activities:                                              <C>                    <C>              
   Net income                                                                             $812,000           $1,465,000
   Adjustments to reconcile net income to net cash provided by operating
   activities:
       Depreciation and amortization                                                       357,000              234,000
       Loss from equity investee                                                         1,158,000              349,000
       Deferred tax                                                                       (316,000)             (51,000)
       Changes in:
           Accounts receivable                                                            (883,000)            (142,000)
           Income taxes receivable/payable                                                (127,000)               3,000
           Prepaid expenses and other assets                                                19,000               12,000
           Accounts payable, accrued expenses and other liabilities                       (255,000)            (235,000)
           Estimated third party payor settlements                                         461,000             (291,000)
                                                                                        -----------          -----------
                Net cash provided by operating activities                                1,226,000            1,344,000
                                                                                        -----------          -----------


Cash flows from investing activities:
   Proceeds of investments                                                                  20,000               20,000
   Purchase of property, plant and equipment                                               (63,000)            (101,000)
   Purchase of assets of business                                                           ---                (672,000)
                                                                                        -----------          -----------

               Net cash (used in) investing activities                                    (43,000)            (753,000)
                                                                                        -----------          -----------

Cash flows from financing activities:
   Proceeds from exercise of stock options                                                  49,000               13,000
   Purchase of treasury shares                                                            (263,000)              ---   
                                                                                        -----------          -----------

                Net cash provided by (used in) financing activities                       (214,000)              13,000
                                                                                        -----------          -----------

 
  NET INCREASE IN CASH AND CASH 
  EQUIVALENTS                                                                              969,000              604,000

Cash and cash equivalents-beginning of period                                            9,324,000            8,929,000
                                                                                        -----------          -----------


CASH AND CASH EQUIVALENTS-END OF PERIOD                                                $10,293,000           $9,533,000
                                                                                       -----------          -----------
                                                                                       -----------          -----------


Supplemental disclosures of cash flow information:
   Cash paid during the period for:
       Taxes                                                                            $1,218,000           $1,228,000
       Interest                                                                              2,000                5,000

</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
          h a ve  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,
          a l l  adjustments  (consisting  of  normal  recurring  accruals)
          considered  necessary for a fair presentation have been included.
          Operating  results  for  the  three  and nine month periods ended
          April 30, 1998 are not necessarily indicative of the results that
          may  be  expected for the year ending July 31, 1998.  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, 1997.

          NOTE 2 - INITIAL PUBLIC OFFERING OF SUNSTAR HEALTHCARE, INC.

               On May 21, 1996, the initial public offering of common stock
          by  SunStar  Healthcare, Inc. ("SunStar") was consummated.  Prior
          to  the  offering,  SunStar had been a wholly-owned subsidiary of
          the  Company, consisting of its Florida outpatient medical center
          operations.    As a result of the offering, the Company currently
          owns  900,000  shares,  or  approximately 36.8%, of SunStar.  The
          Company  is  accounting  for  its investment in SunStar using the
          equity method of accounting.

          NOTE 3 - ACQUISITION

               On  March  25,  1997,  the Company, through its wholly-owned
          subsidiary  Health  Acquisition  Corp.,  acquired for $672,000 in
          cash,  including  acquisition costs of $22,000, certain assets of
          C.J.  Home  Care,  Inc.,  d/b/a Garden City Home Care, a New York
          State  licensed home health care company which provides home care
          services in Nassau County, New York.

               On  May  29,  1997,  the  Company,  through its wholly-owned
          subsidiary  Health Acquisition Corp., acquired, for $1,213,000 in
          cash,  including  acquisition  costs  of  approximately  $77,000,
          certain assets of Home Health Aides, Inc. and H.H.A. Aides, Inc.,
          two  licensed  home health care companies which provide home care
          services in both Nassau and Suffolk Counties, New York.

          NOTE 4 - PER SHARE DATA

               The   Company  adopted  Statement  of  Financial  Accounting
          Standard  No. 128 ("SFAS 128"),  "Earnings Per Share," during the

                                          -7-
<PAGE>





          fiscal  quarter ended January 31, 1998.  The adoption of SFAS 128
          did  not  have  a  material  effect on the Company's earnings per
          s h a re.    Earnings  per  share  and  weighted  average  shares
          outstanding  for  the  three and nine months ended April 30, 1997
          have been restated for comparative purposes.

               Basic  earnings  per  share.    Basic  earnings per share is
          calculated  by  dividing  income  available  to holders of Common
          Stock  (the  basic  numerator)  by the weighted-average number of
          shares of Common Stock outstanding (the basic denominator) during
          the period.

               Diluted  earnings  per share.  Diluted Earnings per share is
          calculated by adjusting the basic numerator for changes in income
          or loss that would result from the assumed conversion or exercise
          o f   potentially  issuable  shares.    Additionally,  the  basic
          denominator  is  increased  to  include  the additional number of
          shares  of  Common  Stock that would have been outstanding if the
          potentially  issuable  shares of Common Stock had been issued, if
          dilutive.    The  treasury  stock  method  is used to reflect the
          dilutive effect of outstanding options and warrants.

               Under  SFAS  128,  the  computation  of diluted EPS does not
          assume  the  conversion  or  exercise  of securities that have an
          antidilutive  effect  on  earnings  per share (i.e., increase the
          earnings per share amount or decrease the loss per share amount).



























                                         -8-
<PAGE>





          ITEM  2 - Management's  Discussion  and  Analysis  of  Financial
          Condition and Results of Operations.

               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 (the "Act") was signed into
          law on August 5, 1997.  Under the Act, for cost reports beginning
          on  or  after  October  1,  1997, Medicare-reimbursed home health
          agencies  will  be  reimbursed  under  an  interim payment system
          ("IPS")  for  a  two-year period prior to the implementation of a
          prospective  payment  system.   Under the interim payment system,
          home  health  care  providers will be reimbursed the lower of (i)
          the  actual costs, (ii) cost limits based on 105% of median costs
          of freestanding home health agencies, or (iii) an agency-specific
          per-patient  cost limits, based on 98% of 1994 costs adjusted for
          inflation.   The Act calls for payments to Medicare providers for
          cost  reporting  periods beginning on or after October 1, 1999 to
          be  made  in  accordance  with a prospective payment system to be
          established  by  the  Secretary  of  the Department of Health and
          Human Services.

               The  new  IPS  cost  limits  will  apply  to  the  Company's
          Connecticut  based Medicare-certified nursing agency for the cost
          reporting  period  beginning  July  1,  1998.    The  Company has
          d e t e r m ined  that  these  new  limits  will  reduce  current
          reimbursement    for   the   Medicare   services   it   provides.
          Accordingly, in May 1998, the Company combined it's operations in
          Connecticut  by  merging  it's Medicare-certified subsidiary with
          i t ' s   licensed  agency  subsidiary  to  increase  operational
          efficiencies.    In  addition,  the  Company will closely monitor
          utilization  of  Medicare services in an effort to not exceed per
          patient cost limits.

               The  implementation  of  IPS  will  result  in a decrease in
          Medicare  reimbursement,  beginning  in fiscal 1999.  The Company
          does  not believe that IPS will have a material adverse effect on
          the Company's results of operations or financial condition.

               The  Company's  Medicare-certified nursing agency is subject
          to  the  Medicare/Medicaid surety bond requirement imposed by the
          Act.    The Company was required to have surety bonds in place no
          later  than  February  27,  1998.    The Company has successfully
          complied  with these requirements.  Management estimates that the
          annualized  cost  for  these  surety  bonds  to  be approximately
          $7,000.    The  purpose  of  the  surety  bonds  is to serve as a
          Medicare fraud and abuse deterrent.  

                                         -9-
<PAGE>





          Results of Operations and Effects of Inflation

               Three  Months  Ended April 30, 1998 Compared to Three Months
          Ended April 30, 1997

               For  the  three  months  ended  April  30, 1998, net patient
          revenue  decreased  $(173,000),  or  (2.0)%  to  $8,303,000  from
          $8,476,000  for  the three months ended April 30, 1997.  Over the
          periods,  net  patient revenue from Health Acquisition Corp., the
          subsidiary  providing  home  health care services in the New York
          metropolitan  area, increased $566,000, or 11% to $5,496,000 from
          $4,930,000.    This increase is attributable to acquisitions that
          Health  Acquisition  Corp.  completed  in  March and May of 1997.
          Over the periods, net patient revenue from New England Home Care,
          Inc.,  the  subsidiary that is Medicare certified and licensed in
          the  State  of  Connecticut,  decreased  $(775,000)  or  (27%) to
          $ 2 , 105,000  from  $2,880,000.    This  decrease  is  primarily
          attributable  to  a  decline  of  42% in Medicare visits from the
          c o rresponding  three-month  period  of  1997.    The  Company's
          increasing  internal  audit  and  compliance  with  the rules and
          regulations  governing  Medicare  reimbursement  resulted  in the
          decline  in  both  the Company's Medicare patient base as well as
          its services to existing patients.  Over the periods, net patient
          revenue  from  Nurse  Care,  Inc.,  the licensed home health care
          subsidiary  in  the State of Connecticut, increased $36,000 or 5%
          to $702,000 from $666,000.

               Cost  of  revenue  as  a  percentage  of net patient revenue
          remained constant at approximately 64% for the three months ended
          April 30, 1998 and for the three months ended April 30, 1997.

               For  the  three  months  ended  April  30, 1998, general and
          administrative  expenses  increased $63,000 or 2.9% to $2,212,000
          from  $2,149,000 for the three months ended April 30, 1997.  This
          increase  is  primarily attributable to additional administrative
          salaries  and expenses incurred by Health Acquisition Corp., as a
          result of the Company's acquisitions in 1997.  As a percentage of
          n e t   patient  revenue,  general  and  administrative  expenses
          increased  to  27% for the three months ended April 30, 1998 from
          25%  for the three months ended April 30, 1997.  This increase is
          attributable to the decline in net patient revenue of New England
          Home  Care, Inc., which was not offset by a corresponding decline
          in general and administrative expenses.

               Amortization  of  intangibles  increased  to $93,000 for the
          three  months  ended  April  30,  1998 from $55,000 for the three
          months  ended  April  30, 1997.  This increase is attributable to
          the acquisitions made by Health Acquisition Corp.

               Interest income increased $15,000 or 13% to $133,000 for the
          three  months  ended  April  30, 1998 from $118,000 for the three
          months ended April 30, 1997.  This increase is attributable to an

                                         -10-
<PAGE>





          increase  in  cash  and  cash  equivalents  over  the  comparable
          periods.

               The  loss  from  equity investee increased to $(247,000) for
          the  three months ended April 30, 1998 as compared to a loss from
          equity  investee  of  $(171,000) for the three months ended April
          30, 1997.  The loss from equity investee represents the Company's
          share of SunStar's net loss for the respective periods.

               The  Company's effective tax rate increased to approximately
          54%  for  the  three months ended April 30, 1998 from 43% for the
          three months ended April 30, 1997.  This increase is attributable
          to a lesser income tax benefit of $(6,000) recorded for the three
          months  ended  April  30, 1998, as compared to $(58,000) recorded
          for  the  three  months  ended  April  30,  1997  related  to the
          Company's  share of SunStar's net loss.  Excluding the tax effect
          of loss from equity investee, the effective tax rate decreased to
          39%  for  the  three months ended April 30, 1998 from 41% for the
          three months ended April 30, 1997.  This decrease is attributable
          to   an  increase  in  Work  Opportunity  Tax  Credits  over  the
          comparable period of 1997.

          Nine  Months  Ended  April 30, 1998 Compared to Nine Months Ended
          April 30, 1997

               For  the  nine  months  ended  April  30,  1998, net patient
          revenue  increased $352,000 or 1% to $26,206,000 from $25,854,000
          for  the nine months ended April 30, 1997.  Over the periods, net
          p a t i ent  revenue  from  Health  Acquisition  Corp.  increased
          $2,399,000 or 16% to $17,227,000 from $14,828,000.  This increase
          is  attributable  to  acquisitions made in May and March of 1997.
          Over the periods, net patient revenue from New England Home Care,
          I n c .  decreased  $(2,159,000)  or  (24%)  to  $6,743,000  from
          $8,902,000.   This decrease is explained in the above three-month
          discussion.    Over  the  periods, net patient revenue from Nurse
          C a re,  Inc.  increased  $112,000,  or  5%  to  $2,236,000  from
          $2,124,000.

               Cost  of  revenue  as  a  percentage  of net patient revenue
          decreased  to 64.4% for the nine months ended April 30, 1998 from
          64.9% for the nine months ended April 30, 1997.

               For  the  nine  months  ended  April  30,  1998, general and
          administrative  expenses  increased $387,000, or 6% to $6,724,000
          for  the nine months ended April 30, 1998 from $6,337,000 for the
          nine  months ended April 30, 1997.  This increase is explained in
          the above three-month discussion.  As a percentage of net patient
          revenue, general and administrative expenses increased to 26% for
          the nine months ended April 30, 1998 from 25% for the nine months
          ended  April  30,  1997.    This  increase is attributable to the
          decline  in  net  patient revenue of New England Home Care, Inc.,


                                         -11-
<PAGE>





          which  was  not  offset by a corresponding decline in general and
          administrative expenses.

               Amortization  of  intangibles  increased to $280,000 for the
          nine  months  ended  April  30,  1998  from $152,000 for the nine
          months  ended  April  30, 1997.  This increase is attributable to
          the acquisitions made by Health Acquisition Corp.

               Interest  income  increased  $81,000, or 25% to $407,000 for
          the  nine  months ended April 30, 1998 from $326,000 for the nine
          months  ended  April 30, 1997.  This increase is explained in the
          above three-month discussion.

               The  loss from equity investee increased to $(1,158,000) for
          the  nine  months  ended  April 30, 1998 as compared to a loss of
          $(349,000)  for  the  nine months ended April 30, 1997.  The loss
          from  equity investee represents the Company's share of SunStar's
          net loss for the respective periods.

               The  Company's effective tax rate increased to approximately
          48%  for  the  nine  months ended April 30, 1998 from 43% for the
          nine  months  ended April 30, 1997 as the result of the increased
          loss  from  equity  investee  in  the  current  nine month period
          without  a  corresponding  increase  in the deferred tax benefit.
          Excluding  the  tax  effect  of  loss  from  equity investee, the
          effective  tax  rate  decreased  to 39% for the nine months ended
          April 30, 1998 from 42% for the nine months ended April 30, 1997.
          T h i s  decrease  is  attributable  to  an  increase  in  Worker
          Opportunity Tax Credits over the comparable period of 1997.

               The  rate  of inflation had no material effect on operations
          for the nine months ended April 30, 1998.

          Financial Condition and Capital Resources

               C u r rent  assets  increased  to  $20,319,000  and  current
          liabilities  increased  to $1,734,000, respectively, at April 30,
          1998.    This  resulted  in  an  increase  in  working capital by
          $1,734,000  from  $16,853,000  at July 31, 1997 to $18,587,000 at
          April 30, 1998.  Cash and cash equivalents at April 30, 1998 were
          $10,293,000, as compared with $9,324,000 at July 31, 1997.

               The  Company  provided net cash from operating activities of
          $1,226,000  for  the nine months ended April 30, 1998 as compared
          to  net cash provided from operating activities of $1,344,000 for
          the  nine  months ended April 30, 1997. The decrease in operating
          cash  flow  is  primarily attributable to an increase in accounts
          receivable of $741,000 and an increase in income taxes receivable
          of  $130,000,  offset  by  an  increase  in estimated third party
          settlements  of $752,000 over the comparable period of 1997.  Net
          cash used in investing activities for the nine months ended April
          30,  1998  reflects  the  purchase  of  equipment, reduced by the

                                         -12-
<PAGE>





          proceeds  of  investments.  Net cash used in investing activities
          for  the  nine  months ended April 30, 1997 reflects acquisitions
          made  by the Company and the purchase of equipment, offset by the
          proceeds  of  investments.  Net cash used in financing activities
          for the nine months ended April 30, 1998 reflects the purchase of
          treasury shares offset by the proceeds from the exercise of stock
          options.   Net cash provided by financing activities for the nine
          months  ended  April  30,  1997  reflects  the  proceeds from the
          exercise of stock options.

               The  Company  has  available  a  $2,000,000  secured line of
          credit  with  its bank.  In addition, a subsidiary of the Company
          has  a  secured  line  of credit.  The maximum amount that can be
          borrowed  under  the  secured  line  of credit may not exceed the
          lesser  of  eligible  accounts  receivable  or  $2,000,000.  Both
          credit  facilities bear interest at the alternate base commercial
          lending  rate  of the bank and expire January 31, 1999.  At April
          30, 1998, there were no outstanding balances under either line of
          credit.

               The  Company  intends  to  meet both its short and long term
          liquidity  needs  with  its current cash balances, cash flow from
          operations  and  available lines of credit.  The Company believes
          that  its  cash  balances  will also allow it to continue to make
          acquisitions  in the home health care field without affecting its
          liquidity needs.

               In  July  1997,  the  Board  of Directors authorized a stock
          repurchase  plan  authorizing  the  Company  to  repurchase up to
          $1,000,000  of  its  Common  Stock.   The buyback program will be
          financed out of existing cash balances.  To date, the Company has
          repurchased  approximately  $328,000  under  the stock repurchase
          plan.

          PART II.   OTHER INFORMATION

          Item 1. Acquisitions
               
               On  February 25, 1998, the Company entered into an agreement
          to  acquire  certain  assets  of a New York State licensed agency
          that  provides  home  health care services in Westchester County,
          New  York.    The  consummation  of  this proposed transaction is
          subject  to  regulatory  and other approvals and conditions.  The
          agency  has  annual  revenues  of  approximately $5,700,000.  The
          acquisition is expected to be completed by July of 1998.

          Item 6. Exhibits and reports on Form 8-K

               (a)       Exhibits:

                  27.1 Financial Data Schedule


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               (b)       Reports on Form 8-K

                         None


















































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                                      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:  June 15, 1998        /s/   Robert P. Heller  
                                      Robert P. Heller
                                      Vice President of Finance,
                                      Chief  Financial  and  Accounting Officer



































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