SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

         For the quarterly period ended October 31, 2000
                                        ----------------

                                       OR

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

         For the transition period from ______________to ______________
<TABLE>
<CAPTION>

<S>                                             <C>
                         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.
</TABLE>

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 December  15, 2000 was
4,927,857.

<PAGE>

                         NATIONAL HOME HEALTH CARE CORP.

                                    FORM 10-Q

                     FOR THE QUARTER ENDED OCTOBER 31, 2000
<TABLE>
<CAPTION>
PART I.       FINANCIAL INFORMATION                                                  PAGE
                                                                                     ----
<S>                                                     <C>                      <C>
Item 1.       Financial Statements

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

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

              Consolidated Statements of Cash Flows for the three
                      months  ended  October 31, 2000 and October
                      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                            10-14

PART II.      OTHER INFORMATION

Item 1.       Legal Proceedings                                                       15

Item 6.       Exhibits and Reports on Form 8-K                                        15

SIGNATURES                                                                            16
</TABLE>


<PAGE>


                NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                    UNAUDITED
<TABLE>
<CAPTION>

                                                                        October 31, 2000            July 31, 2000
                                                                        ----------------            -------------

ASSETS
<S>                                                                     <C>                        <C>
Current assets:
     Cash and cash equivalents                                          $      4,184,000           $      4,856,000
     Investments                                                                  18,000                     18,000
     Accounts receivable-less allowance for doubtful accounts of
         $628,000 at October 31, 2000
         and $673,000 at July 31, 2000                                        16,687,000                 15,715,000
     Prepaid expenses and other assets                                           349,000                    589,000
     Deferred taxes                                                              504,000                    504,000
                                                                        ----------------           ----------------

         Total current assets                                                 21,742,000                 21,682,000
     Furniture, equipment and leasehold improvements, net                        761,000                    760,000
     Excess of cost over fair value of net assets of businesses
         acquired, net                                                         7,508,000                  6,945,000
     Other intangible assets, net                                              2,235,000                  1,257,000
     Deposits and other assets                                                   223,000                    212,000
                                                                        ----------------           ----------------

         TOTAL                                                          $     32,469,000           $     30,856,000
                                                                        ================           ================
</TABLE>


  (continued)


          See accompanying notes to consolidated financial statements.

                                      -3-
<PAGE>


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

                                                                        October 31, 2000            July 31, 2000
                                                                        ----------------            -------------

LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                                     <C>                        <C>
Current liabilities:
     Accounts payable and accrued expenses                              $      2,662,000           $      2,203,000
     Income taxes payable                                                        432,000                    167,000
     Estimated third-party payor settlements                                      44,000                       ----
                                                                        ----------------           ----------------

         Total current liabilities                                             3,138,000                  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                                                        13,146,000                 12,274,000
                                                                        ----------------           ----------------
                                                                              31,677,000                 30,805,000

Less treasury stock (1,282,228 and 1,276,778 shares)  at cost                 (2,346,000)                (2,319,000)
                                                                        ----------------           ----------------

         Total stockholders' equity                                           29,331,000                 28,486,000
                                                                        ----------------           ----------------

                  TOTAL                                                 $     32,469,000           $     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 October 31,
                                                                        --------------------------------------
                                                                            2000                      1999
                                                                            ----                      ----
<S>                                                                       <C>                        <C>
Net patient revenue                                                       $17,518,000                $9,494,000
                                                                          -----------                ----------

Operating expenses:
     Cost of revenue                                                       11,642,000                 6,326,000
     General and administrative                                             4,040,000                 2,395,000
     Amortization of intangibles                                              222,000                   142,000

      Bad debt expense                                                        130,000                      ----
                                                                           ----------                 ---------
         Total operating expenses                                          16,034,000                 8,863,000
                                                                           ----------                 ---------

Income from operations                                                      1,484,000                   631,000

Other income:
     Interest income                                                           37,000                    85,000
     Gain resulting from sale of stock of equity investee                        ----                   943,000
                                                                            ---------                 ---------
Income before taxes                                                         1,521,000                 1,659,000

Provision for income taxes                                                    649,000                   568,000
                                                                         ------------                 ---------

NET INCOME                                                                   $872,000                $1,091,000
                                                                             ========                ==========

Net income per common share:

     Basic                                                                     $0.18                     $0.21
                                                                      ================             ===========

     Diluted                                                                   $0.17                     $0.21
                                                                      ================             ===========

Weighted average number of shares outstanding:

     Basic                                                                  4,947,802                 5,081,774

     Diluted                                                                5,075,182                 5,088,249
</TABLE>

          See accompanying notes to consolidated financial statements.


                                      -5-
<PAGE>


                NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    UNAUDITED
<TABLE>
<CAPTION>
                                                                               For the three months ended October 31,
                                                                               --------------------------------------
                                                                                    2000                  1999
                                                                                    ----                  ----
Cash flows from operating activities:
<S>                                                                                 <C>                <C>
     Net income                                                                     $872,000           $1,091,000
     Adjustments to reconcile net income to net cash provided by operating
     activities:
         Depreciation and amortization                                               274,000              188,000
         Gain resulting from sale of stock of equity investee                           ----             (943,000)
         Provision for doubtful accounts net of write-offs.                          (45,000)                ----
         Loss on sale of assets                                                       26,000                 ----
         Changes in operating assets and liabilities:
              (Increase) decrease in assets:
                  Accounts receivable                                               (927,000)            (340,000)
                  Prepaid expenses and other current assets                          229,000              (86,000)
              Increase (decrease) in liabilities:
                  Accounts payable, accrued expenses and other liabilities           459,000              (23,000)
                  Income taxes payable                                               265,000              473,000
                  Estimated third party payor settlements                             44,000               18,000
                                                                               -------------       ---------------
                      Net cash provided by operating activities                    1,197,000               378,000
                                                                               -------------       ---------------

Cash flows from investing activities:
     Purchase of property, plant and equipment                                      (101,000)            (139,000)
     Purchase of assets of business                                               (1,763,000)                ----
     Proceeds from sale of assets                                                     22,000                 ----
     Proceeds from sale of stock of equity investee                                     ----              943,000
     Proceeds of investments                                                            ----              160,000
                                                                               -------------       ---------------
                  Net cash provided by (used in) investing activities             (1,842,000)             964,000
                                                                              ==============       ==============

Cash flows from financing activities:
     Purchase of treasury shares                                                     (27,000)            (151,000)
                                                                                  -----------       --------------
                  Net cash (used in) financing activities                            (27,000)            (151,000)
                                                                                  -----------      ---------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                (672,000)           1,191,000

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

CASH AND CASH EQUIVALENTS-END OF PERIOD                                           $4,184,000           $8,633,000
                                                                              ==============       ==============

Supplemental  disclosures of cash flow information:
     Cash paid during the period for:
         Taxes                                                                      $384,000              $93,000
         Interest                                                                       ----                 ----
</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-month  period ended October 31,
2000 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 October 31,  2000,  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.  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.

         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,

                                      -7-
<PAGE>

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. 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., (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  wholly-owned  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.


                                      -8-
<PAGE>

NOTE 4 - PER SHARE DATA
<TABLE>
<CAPTION>
                                                               For the three months ended October 31
                                                           ---------------------------------------------

                                                               2000                                     1999
                                                               ----                                     ----

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

Basic EPS:
<S>                                                  <C>           <C>                       <C>            <C>
         Net income                                  $872,000      4,947,802                 $1,091,000     5,081,774
Effective of dilutive securities -
         common stock options                          ------        127,380                     ------         6,475
                                                     --------      ---------                 ----------     ---------
Diluted EPS:                                         $872,000      5,075,182                 $1,091,000     5,088,249
                                                     ========      =========                 ==========     =========
</TABLE>

                                      -9-
<PAGE>

ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results
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  Medicare  regulations),
changing economic conditions,  risks in new product and service development, the
effect  of  the  Company's  accounting   policies,   risks  in  connection  with
acquisitions,  ability to retain and  attract  qualified  personnel  in a strong
labor market 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 has  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 has been
adversely  affected.  Under  the  prospective  payment

                                      -10-
<PAGE>

system, there can be no assurance that the Company's future referrals will not
result in reduced reimbursement rates or reduced volume of business.

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

         For the three  months  ended  October 31,  2000,  net  patient  revenue
increased  $8,024,000,  or 84.5%,  to $17,518,000  from $9,494,000 for the three
months ended October 31, 1999.  This increase is  attributable  to $5,908,000 of
net  patient  revenue  from  the  expansion  of  the  Company's   operations  in
Connecticut  through the  opportunity  represented by the liquidation of Optimum
Entities,  the  acquisition on November 1, 1999 of certain assets of the Optimum
trustee, the acquisition of certain assets of U.S. HomeCare-Connecticut on April
14, 2000 and the successful  penetration of the available  market share.  In New
Jersey, the Company's net patient revenue increased $511,000 over the periods as
a result of the acquisition of certain assets of Health Force on August 25, 2000
and in New York,  net patient  revenue  increased  $1,605,000 as a result of the
Company's  ability to capitalize on additional  market share  resulting from the
abandonment of Health Force's operations in the state.

         Gross profit  margin  increased  slightly to 33.5% for the three months
ended October 31, 2000 from 33.4% for the three months ended October 31, 1999.

         General and administrative expenses increased $1,645,000,  or 68.7%, to
$4,040,000  for the three months ended October 31, 2000 from  $2,395,000 for the
three  months ended  October 31,  1999.  This  increase is  attributable  to the
additional general and  administrative  expenses incurred in connection with the
expansion  into the  markets  previously  served by the Optimum  Entities,  U.S.
HomeCare-Connecticut  and Health Force. As a percentage of net patient  revenue,
general and  administrative  expenses  decreased  to 23.1% for the three  months
ended October 31, 2000 from 25.2% for the three months ended October 31, 1999.

         Amortization of intangibles  increased  $80,000,  or 56.3%, to $222,000
for the three months ended  October 31, 2000 from  $142,000 for the three months
ended October 31, 1999.  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 $130,000 in bad debt  expense for
the three months  ended  October 31, 2000 as compared to $0 for the three months
ended October 31, 1999. As the Company does not have 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 New 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.

                                      -11-
<PAGE>

         As  a  result  of  the  foregoing,  income  from  operations  increased
$853,000,  or 135.2% to  $1,484,000  for the three months ended October 31, 2000
from $631,000 for the three months ended October 31, 1999.

         Interest  income  decreased  ($48,000),  or (56.5%) to $37,000  for the
three  months  ended  October 31, 2000 from  $85,000 for the three  months ended
October 31,  1999.  This  decrease  is  attributable  to cash used in  investing
activities  resulting  from the  acquisitions  of certain  assets of the Optimum
Entities, U.S. HomeCare-Connecticut, and Health Force over the past twelve month
period.

         During the three months ended October 31, 1999, the Company  recorded a
gain from sale of stock of equity investee in the amount of $943,000.

         The  Company's  effective  tax rate  increased  to 42.7%  for the three
months ended  October 31, 2000 from 34.2% for the three months ended October 31,
1999.  This increase is  attributable  to a lower effective tax rate on the gain
resulting  from the sale of stock of  equity  investee  recorded  for the  three
months  ended  October 31,  1999.  Excluding  the gain from the sale of stock of
equity investee in the prior three month period, the effective rate was 42.7%.

         Net income decreased  ($219,000),  or (20%), to $872,000,  or $0.17 per
share in the three months ended  October 31, 2000 from  $1,091,000,  or $.21 per
share, in the three months ended October 31, 1999. This decrease is attributable
solely to the gain resulting from the sale of stock of equity  investee,  net of
tax in the amount of  $682,000,  or $.13 per  share,  in the prior  three  month
period.

         The rate of  inflation  had no material  effect on  operations  for the
three months ended October 31, 2000.

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

         Current  assets  increased  to  $21,742,000  and  current   liabilities
increased to $3,138,000,  respectively,  at October 31, 2000. This resulted in a
decrease in working capital of ($708,000),  from $19,312,000 at July 31, 2000 to
$18,604,000 at October 31, 2000. Cash and cash equivalents decreased ($672,000),
to $4,184,000 at October 31, 2000 from $4,856,000 at July 31, 2000. The decrease
in cash and working  capital is primarily  attributable  to the  acquisition  of
certain  assets  of Health  Force on August  25,  2000 for a  purchase  price of
$1,822,000 in cash.

         The Company  provided net cash from operating  activities of $1,197,000
for the three months ended  October 31, 2000 as compared to net cash provided by
operating  activities  of $378,000 for the three months ended  October 31, 1999.
The increase in cash provided by operating activities of $819,000, or 216.7%, is
attributable to an increase in operating cash flow of $791,000, net increases in
operating  liabilities of $300,000,  offset by net increases in

                                      -12-
<PAGE>

operating  assets of ($272,000).  Net cash used in investing  activities for the
three  months  ended  October 31, 2000  consisted  of the  purchase of assets of
Health Force and equipment,  offset by the sale of assets.  The cash provided by
investing  activities  for the three months ended October 31, 1999  consisted of
proceeds  from sale of stock of equity  investee  and  proceeds of  investments,
offset by the purchase of equipment.  Net cash used in financing  activities for
the three  months  ended  October 31, 2000 and  October  31, 1999  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 74 days at October 31, 2000.

         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  advised line of
credit.  The maximum amount that can be borrowed under the secured  advised 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, 2001. At October 31,
2000, there was no outstanding  balance under either line of credit. The Company
is currently considering increasing its credit facilities to finance operations,
including continuing to make acquisitions in the home health care field.

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

         In  October  2000,  the Board of  Directors  extended  for one year its
program to  repurchase  its Common  Stock.  Purchases in the  aggregate 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.  The buyback  program  will be
financed out of existing cash or cash equivalents.

Year 2000 Compliance
--------------------

         The Year 2000 issue is the result of  date-sensitive  devices,  systems
and computer  programs that were  deployed  using two digits rather than four to
define  the  applicable  year.  Any  such  technologies  may  recognize  a  year
containing "00" as the year 1900 rather than the year 2000. This could result in
a system failure or miscalculation  causing disruption of operations  including,
among other things, a temporary  inability to process  transactions or engage in
similar normal business activities.

         The Company did not experience any  significant  malfunctions or errors
in its information or business  systems when the date changed from 1999 to 2000.
Based on its  operations  since

                                      -13-
<PAGE>

January 1, 2000, the Company does not expect any significant problems related to
the Year 2000 issue.  However,  it is possible  that the full impact of the date
change has not been fully recognized. For example, it is possible that Year 2000
or similar issues, such as leap-year related problems,  may occur with financial
closings.  The Company  believes that any such problems will be minor and easily
corrected.  In addition,  the Company could still be negatively  impacted if the
Year 2000 or  similar  issues  adversely  affect  its  customers  or  suppliers.
Currently,  the  Company  is not aware of any  significant  Year 2000 or similar
problems that have arisen with its customers or suppliers.

                                      -14-
<PAGE>


PART II.   OTHER INFORMATION

Item 1. Legal Proceedings

         In the ordinary course of business,  the Company is subject,  form time
to time, to claims and legal actions.

Item 6. Exhibits and reports on Form 8-K

                  (a)      Exhibits:

          Exhibit
          Number                      Document
          ------                      --------

            10.1        Third  Amendment,   dated  as  of  August  1,  2000,  to
                        Employment  Agreement  between the Registrant and Steven
                        Fialkow.  Incorporated by reference to the  Registrant's
                        annual  report on Form 10-K for the  fiscal  year  ended
                        July 31, 2000 (the "July 31, 2000 Form 10-K").
            10.2        Second Amendment, dated as of August 1, 2000, to Amended
                        and Restated Employment Agreement between the Registrant
                        and Frederick H. Fialkow.  Incorporated  by reference to
                        the July 31, 2000 Form 10-K.
            10.3        Second  Amendment,  dated  as  of  August  1,  2000,  to
                        Employment  Agreement  between the Registrant and Robert
                        P.  Heller.  Incorporated  by  reference to the July 31,
                        2000 Form 10-K.
            10.4        Second  Amendment,  dated  as  of  August  1,  2000,  to
                        Employment  Agreement between the Registrant and Richard
                        Garofalo. Incorporated by reference to the July 31, 2000
                        Form 10-K.
            10.5*       Lease between  Health  Acquisition  and 175-20  Hillside
                        Avenue  Associates  dated August 1, 2000 relating to the
                        headquarters of Health Acquisition.
            27.1*       Financial Data Schedule.

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

              (b)      Reports on Form 8-K:

                       None

                                      -15-
<PAGE>


                                   SIGNATURES
                                   ----------

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

                                  NATIONAL HOME HEALTH CARE CORP.



Date:  December 15, 2000          By: /s/ Robert P. Heller
                                      ------------------------------------------
                                      Name:  Robert P. Heller
                                      Title: Vice President of Finance and Chief
                                             Financial Officer