EXHIBIT 10.4


                                 FIRST AMENDMENT
                                       TO
                              EMPLOYMENT AGREEMENT

                 This  First  Amendment  to  Employment  Agreement,  dated as of
December 1, 1998 (the "Amendment"),  is by and between NATIONAL HOME HEALTH CARE
CORP.,  a  Delaware  corporation  having an address  at 700 White  Plains  Road,
Scarsdale,  New York 10583 (the  "Company")  and STEVEN  FIALKOW,  an individual
having an  address  at 700 White  Plains  Road,  Scarsdale,  New York 10583 (the
"Employee").

                 WHEREAS,  the  Company  and  the  Employee  are  parties  to an
Employment Agreement dated as of November 1, 1997 (the "Agreement"); and

                 WHEREAS,  the  Company  and the  Employee  desire  to amend the
Agreement in certain respects.

                 NOW,  THEREFORE,  in  consideration  of the  foregoing  and the
mutual covenants and conditions  hereinafter set forth, the parties hereby agree
as follows:

                 1. Amendment to the Agreement.  The Agreement hereby is amended
effective as of the date hereof such that:  (i) "fourth"  contained in Section 2
is changed to "fifth",  and (ii) "$157,500" contained in Section 5(a) is changed
to "$180,000."

                 2.  Agreement  to Continue as Amended.  Except as modified  and
amended by this Amendment, the Agreement shall remain and continue in full force
and effect after the date hereof.

                 3.  Applicable  Law. This Amendment shall be negotiated and the
transactions contemplated hereby consummated and fully performed in the State of
New York and shall be governed by and construed in  accordance  with the laws of
the State of New York,  without  regard to the  conflicts of law rules  thereof.
Nothing  contained  in this  Amendment  shall be  construed so as to require the
commission  of any act  contrary  to law,  and  whenever  there is any  conflict
between any provision of this Amendment and any statute,  law, ordinance,  order
or  regulation,  contrary  to which the  parties  hereto  have no legal right to
contract,  the latter  shall  prevail,  but in such event any  provision of this
Amendment  so  affected  shall  be  curtailed  and  limited  only to the  extent
necessary to bring it within the legal requirements.

                 4. Jurisdiction and Venue. It is hereby irrevocably agreed that
all disputes or  controversies  between the Company and Employee arising out of,
in connection  with or relating to this Amendment  shall be  exclusively  heard,
settled and determined by arbitration to be held in the City of New York, County
of New York, in accordance with the Commercial Arbitration Rules of the American
Arbitration Association to be conducted before a single arbitrator, who shall be
either an attorney or retired judge licensed to practice law in the State of New
York.  The parties also agree that  judgment may be entered on the  arbitrator's
award by any court having jurisdiction thereof and

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the parties consent to the  jurisdiction of any court located in the City of New
York, County of New York for this purpose.

                 5. Full Understanding.  Employee represents and agrees that she
fully  understands  her right to discuss all aspects of this  Amendment with her
private  attorney,  that to the extent,  if any,  that she desired,  she availed
herself of this right,  that she has carefully read and fully understands all of
the  provisions  of this  Amendment,  that  she is  competent  to  execute  this
Amendment, that her Amendment to execute this Amendment has not been obtained by
any duress and that she freely and voluntarily  enters into it, and that she has
read this document in its entirety and fully understands the meaning, intent and
consequences  of this  document  which is that it  constitutes  an  Amendment of
employment.

                 6.  Counterparts.  This Amendment may be executed in any number
of  counterparts,  each of which  shall be deemed an  original  and all of which
taken together shall constitute one and the same Amendment.

                 IN WITNESS WHEREOF, the parties have executed this Amendment as
of the date first above written.

                                   NATIONAL HOME HEALTH CARE CORP.


                                   By:    /s/ Robert P. Heller
                                          --------------------------------------
                                      Name:   Robert P. Heller
                                      Title: Executive Vice President of Finance
                                                and Chief Financial Officer


                                              /s/   STEVEN FIALKOW
                                          --------------------------------------
                                                    STEVEN FIALKOW


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