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, 2002
                                     ----------------

                                       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,  2002 was
5,255,144.


<PAGE>

                         NATIONAL HOME HEALTH CARE CORP.

                                    FORM 10-Q

                     FOR THE QUARTER ENDED JANUARY 31, 2002


PART I.   FINANCIAL INFORMATION                                           Page
                                                                          ----

Item 1.   Financial Statements

          Balance   Sheets  as  of  January  31,  2002  and
             July  31,  2001 (unaudited)                                  3-4

          Statements of  Operations  for the three  months  ended
               January  31, 2002 and January 31, 2001 and the six
               months ended January 31, 2002 and January 31, 2001
               (unaudited)                                                 5

          Statements  of Cash  Flows  for the  six  months  ended
               January 31, 2002 and January 31, 2001  (unaudited)          6

          Notes to Consolidated Financial Statements                      7-10

Item 2.   Management's  Discussion  and Analysis of Financial
          Condition and Results of Operations                             10-14

PART II.  OTHER INFORMATION

Item 4.   Submission of Matters to a Vote of Security Holders              15

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

SIGNATURES                                                                 16

EXHIBIT INDEX                                                              17


                                      -2-
<PAGE>

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

<TABLE>
<CAPTION>
                                                                January 31, 2002       July 31, 2001
                                                                ----------------       -------------
ASSETS
<S>                                                                 <C>                <C>
Current assets:
     Cash and cash equivalents                                      $11,639,000        $ 9,082,000
     Investments                                                         39,000             18,000
     Accounts receivable - less allowance for doubtful
         accounts of $850,000 and $865,000                           15,872,000         15,983,000
     Prepaid expenses and other assets                                1,043,000          1,199,000
     Income taxes receivable                                            256,000            -----
     Deferred taxes                                                     810,000            810,000
                                                                   ------------        -----------

         Total current assets                                        29,659,000         27,092,000

Furniture, equipment and leasehold
     Improvements, net                                                  891,000            939,000
Goodwill                                                              7,166,000          7,166,000
Other intangible assets, net                                          1,629,000          1,817,000
Deposits and other assets                                               238,000            236,000
                                                                   ------------        -----------
                  TOTAL                                             $39,583,000        $37,250,000
                                                                    ===========        ===========




(continued)



                                      -3-
<PAGE>


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

                                                                January 31, 2002       July 31, 2001
                                                                ----------------       -------------
LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities:
     Accounts payable and accrued expenses                          $2,617,000         $ 3,268,000
     Estimated third-party payor settlements                           750,000           1,090,000
     Deferred revenue                                                  260,000             282,000
     Income taxes payable                                              -----                26,000
                                                                ----------------       -------------

            Total current liabilities                                3,627,000           4,666,000
                                                                ----------------       -------------

Stockholders' equity:
     Common stock, $.001 par value; authorized
         20,000,000 shares, issued 6,578,383 shares                      6,000               6,000
     Additional paid-in capital                                     20,933,000          20,306,000
     Retained earnings                                              17,619,000          14,784,000
                                                                ----------------       -------------
                                                                    38,558,000          35,096,000

     Less treasury stock (1,319,279 and 1,310,679 shares)
         at cost                                                    (2,602,000)         (2,512,000)
                                                                ----------------       -------------
            Total stockholders' equity                              35,956,000          32,584,000
                                                                ----------------       -------------

                    TOTAL                                          $39,583,000         $ 37,250,000
                                                                ================       =============

</TABLE>

          See accompanying notes to consolidated financial statements.

                                      -4-
<PAGE>

<TABLE>
<CAPTION>

                NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                For the three months ended             For the six months ended
                                                       January 31,                            January 31,
                                               -----------------------------        ----------------------------
                                                 2002              2001               2002            2001
                                                 ----              ----               ----            ----

<S>                                             <C>              <C>                <C>              <C>
Net patient revenue                             $20,466,000      $18,479,000        $40,741,000      $35,997,000
                                               -------------  ---------------    ---------------    -------------

Operating expenses:
    Cost of revenue                              12,972,000       11,964,000         25,898,000       23,606,000
    General and administrative                    5,012,000        4,458,000          9,836,000        8,498,000
    Amortization of intangibles                     136,000          245,000            273,000          467,000
    Provision for doubtful accounts                  65,000          180,000            180,000          310,000
                                               -------------  ---------------    ---------------    -------------

       Total operating expenses                  18,185,000       16,847,000         36,187,000       32,881,000
                                               -------------  ---------------    ---------------    -------------

Income from operations                            2,281,000        1,632,000          4,554,000        3,116,000

Other income:
    Interest income                                  44,000           41,000            122,000           78,000
                                               -------------  ---------------    ---------------    -------------

Income before taxes                               2,325,000        1,673,000          4,676,000        3,194,000

Provision for income taxes                          904,000          714,000          1,840,000        1,363,000
                                               -------------  ---------------    ---------------    -------------
Net income                                       $1,421,000         $959,000         $2,836,000       $1,831,000
                                               =============  ===============    ===============    =============

Net income per share:
    Basic                                             $0.27            $0.19              $0.54            $0.35
                                               =============  ===============    ===============    =============
    Diluted                                           $0.26            $0.18              $0.51            $0.34
                                               =============  ===============    ===============    =============

Weighted average shares outstanding:
    Basic                                         5,253,063        5,178,763          5,223,555        5,186,274

    Diluted                                       5,533,615        5,305,375          5,510,086        5,325,617

</TABLE>


          See accompanying notes to consolidated financial statements.


                                      -5-
<PAGE>

<TABLE>
<CAPTION>
                NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                                                  For the six months ended January 31,
                                                                                  ------------------------------------
                                                                                      2002                      2001
                                                                                      ----                      ----
Cash flows from operating activities:
<S>                                                                                <C>                       <C>
   Net income                                                                      $2,836,000                $1,831,000
   Adjustments to reconcile net income to net cash provided by operating
   activities:
         Depreciation and amortization                                                401,000                   579,000
         Provision for doubtful accounts, net of write-offs                           (15,000)                  (34,000)
         Loss on sale of assets                                                         -----                    26,000
         Unrealized loss on investments                                                45,000                     -----
         Tax benefit realized from the exercise of stock options
            by employees                                                              299,000                     -----
         Changes in operating assets and liabilities:
            (Increase) decrease in assets:
                Accounts receivable                                                   126,000                (1,418,000)
                Prepaid expenses and other current assets                             154,000                    57,000
                Income taxes receivable                                              (282,000)                 (132,000)
            Increase (decrease) in liabilities:
                Accounts payable, accrued expenses and                               (651,000)                  884,000
                  other liabilities
                Deferred revenue                                                      (22,000)                    -----
                Estimated third-party payor settlements                              (340,000)                  852,000
                                                                                ----------------           -------------
                  Net cash provided by operating activities                         2,551,000                 2,645,000
                                                                                ----------------           -------------
Cash flows from investing activities:
   Purchase of investments                                                            (66,000)                    -----
   Purchase of property, plant and equipment                                          (80,000)                 (291,000)
   Purchase of assets of business                                                     (85,000)               (1,746,000)
   Proceeds from sale of assets                                                         -----                    22,000
                                                                                ----------------           -------------
                  Net cash (used in) investing activities                            (231,000)               (2,015,000)
                                                                                ----------------           -------------
Cash flows from financing activities:
   Proceeds from exercise of stock options                                            327,000                     -----
   Purchase of treasury shares                                                        (90,000)                 (164,000)
                                                                                ----------------           -------------
                  Net cash provided by (used in) financing activities                 237,000                  (164,000)
                                                                                ----------------           -------------

Net increase in cash and cash equivalents                                           2,557,000                   466,000

Cash and cash equivalents - beginning of period                                     9,082,000                 4,856,000
                                                                                ----------------           -------------
Cash and cash equivalents - end of period                                         $11,639,000                $5,322,000
                                                                                ================           =============
Supplemental disclosures of cash flow information:
     Cash paid during the period for:
        Taxes                                                                      $1,822,000                $1,513,000
        Interest                                                                        4,000                     -----


           See accompanying notes to consolidated financial statements.
</TABLE>

                                      -6-
<PAGE>

                NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1 - BASIS OF PRESENTATION

     The  accompanying  unaudited  consolidated  financial  statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been  included.  Operating  results  for the three and six month  periods  ended
January  31, 2002 are not  necessarily  indicative  of the  results  that may be
expected for the year ending July 31, 2002.  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, 2001.


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,  2002,  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  25,  2000,  the  Company  acquired,  through  Accredited  Health
Services,  Inc.,  its  subsidiary in New Jersey,  certain assets of Health Force
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  $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.


                                      -7-
<PAGE>


NOTE 4 - PER SHARE DATA

<TABLE>
<CAPTION>
                                                       For the three months ended
                                                               January 31,
                                     --------------------------------------------------------------------

                                               2002                                  2001
                                               ----                                  ----

                                       Income             Shares          Income                Shares
<S>                                   <C>                <C>                <C>                <C>
Basic EPS:
       Net income                     $1,421,000         5,253,063          $959,000           5,178,763
Effect of dilutive securities -
       common stock options                ---             280,552             ---               126,612
                                     ------------    ---------------    --------------     ---------------
Diluted EPS                           $1,421,000         5,533,615          $959,000           5,305,375
                                     ============    ===============    ==============     ===============



                                                           For the six months ended
                                                                January 31,
                                     --------------------------------------------------------------------
                                                2002                                  2001
                                                ----                                  ----

                                       Income             Shares            Income                Shares

Basic EPS:
       Net income                     $2,836,000         5,223,555         $1,831,000            5,186,274
Effect of dilutive securities -
       common stock options                ---             286,531              ---                139,343
                                     ------------     --------------    --------------     ---------------
Diluted EPS                           $2,836,000         5,510,086         $1,831,000            5,325,617
                                     =============    ==============    ==============     ===============

</TABLE>


NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS - ADOPTION OF
         STATEMENTS NOS. 141 AND 142

     In August  2001,  the  Company  elected  to adopt SFAS No.  141,  "Business
Combinations,"  and No. 142,  "Goodwill  and  Intangible  Assets."  SFAS No. 141
requires the use of the purchase  method of accounting  and prohibits the use of
the   pooling-of-interests   method  of  accounting  for  business  combinations
initiated  after June 30,  2001.  SFAS No. 141 also  requires  that the  Company
recognize  acquired  intangible  assets  apart  from  goodwill  if the  acquired
intangible  assets meet certain  criteria.  SFAS NO. 141 applies to all business
combinations   initiated   after  June  30,  2001  and  for  purchase   business
combinations completed on or after July 1, 2001. It also requires, upon adoption
of SFAS No. 142, that the Company reclassify, if necessary, the carrying amounts
of intangible assets and goodwill based on the criteria of SFAS No. 141.



                                      -8-
<PAGE>

     SFAS No.  142  requires,  among  other  things,  that  companies  no longer
amortize  goodwill,  but instead test goodwill for impairment at least annually.
In addition, SFAS No. 142 requires that the Company identify reporting units for
the purposes of assessing potential future impairments of goodwill, reassess the
useful  lives  of  other  existing  recognized   intangible  assets,  and  cease
amortization of intangible assets with an indefinite useful life.

     The Company's  previous business  combinations were accounted for using the
purchase method and, as of August 2001, the net carrying amount of goodwill from
prior purchase transactions was approximately $7.2 million.  Annual amortization
of this amount, which ceased effective August 1, 2001, amounted to approximately
$0.4 million.

     The effect of adoption of SFAS No. 142 on the  reported  net income for the
prior period is as follows:

<TABLE>
<CAPTION>

                                                                For the three months ended January 31,
                                                               ---------------------------------------
                                                                    2001                     2002
                                                                    ----                     ----
<S>                                                             <C>                         <C>
Reported net income                                             $   959,000                 $1,421,000
     Add back: Amortization of goodwill                             103,000                       ----
                                                              ------------------       -----------------
Net income, as adjusted                                          $1,062,000                 $1,421,000
                                                              ==================       =================

Basic earnings per share:
     Reported net income                                             $0.19                     $0.27
     Amortization of goodwill                                        $0.02                      ----
                                                              ------------------       -----------------

Basic earnings per share, as adjusted                                $0.21                     $0.27
                                                              ==================       =================

Diluted earnings per share:
     Reported net income                                             $0.18                     $0.26
     Amortization of goodwill                                        $0.02                      ----
                                                              ------------------       -----------------

Diluted earnings per share, as adjusted                              $0.20                     $0.26
                                                              ==================       =================


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

                                                                    2001                     2002
                                                                    ----                     ----

Reported net income                                              $1,831,000                 $2,836,000
     Add back: Amortization of goodwill                             205,000                       ----
                                                              ------------------       -----------------
Net income, as adjusted                                          $2,036,000                 $2,836,000
                                                              ==================       =================

Basic earnings per share:
     Reported net income                                             $0.35                     $0.54
     Amortization of goodwill                                        $0.04                      ----
                                                              ------------------       -----------------

                                      -9-
<PAGE>

Basic earnings per share, as adjusted                                $0.39                     $0.54
                                                              ==================       =================

Diluted earnings per share:
     Reported net income                                             $0.34                     $0.51
     Amortization of goodwill                                        $0.04                      ----
                                                              ------------------       -----------------

Diluted earnings per share, as adjusted                              $0.38                     $0.51
                                                              ==================       =================
</TABLE>

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

     The  following  discussion  and  analysis  provides  information  which the
Company's  management believes is relevant to an assessment and understanding of
the Company's  results of operations and financial  condition.  This  discussion
should  be  read  in  conjunction  with  the  attached  consolidated   financial
statements  and  notes  thereto,   and  with  the  Company's  audited  financial
statements and notes thereto for the fiscal year ended July 31, 2001.

     Except for historical  information  contained  herein,  certain matters set
forth in this  report  are  forward-looking  statements  that are  dependent  on
certain risks and  uncertainties,  including such factors,  among others, as the
ability of the Company to identify,  consummate and integrate on favorable terms
acquisitions  or market  penetrations,  as to which  there can be no  assurance,
market  acceptance,  pricing  and demand for the  Company's  services,  changing
regulatory  environment,  changing economic  conditions,  ability to attract and
retain qualified  personnel,  ability to manage the Company's growth,  and other
risks  detailed in the Company's  other filings with the Securities and Exchange
Commission.

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

     The Balanced Budget Act (the "Act") was signed into law in August 1997. The
Act made  significant  changes in the  reimbursement  system for  Medicare  home
health  care  services.  The  primary  change  that  affects  the  Company  is a
restructuring  of the  reimbursement  system related to Medicare  certified home
health care agencies.

     Under the Act, Medicare home care  reimbursement  changes were scheduled in
two phases.  A temporary or interim  payment system ("IPS") took effect for cost
reports  beginning  on or after  October 1, 1997.  Under IPS,  home  health care
providers were reimbursed the lower of (i) their actual costs,  (ii) cost limits
based on 105% of median costs of  freestanding  home health agencies or (iii) an
agency-specific  per patient cost limit, based on 98% of 1994 costs adjusted


                                      -10-
<PAGE>

for  inflation.  Under IPS, most Medicare  providers  were  reimbursed  under an
agency-specific  per patient  cost limit.  Prior to the  implementation  of IPS,
Medicare   reimbursed   providers  on  a  reasonable   cost  basis   subject  to
program-imposed cost per visit limitations. Effective October 1, 2000, under the
prospective  payment system,  the last remaining phase of the Act,  Medicare now
reimburses  providers a predetermined base payment.  The payment is adjusted for
the health  condition and care needs of the beneficiary and is also adjusted for
the geographic  differences in wages across the country.  Medicare provides home
health agencies with payments for 60-day  "episodes of care." The 60-day episode
is the basic unit of payment.  The 60-day  episode  coordinates  with the 60-day
physician  re-certification of the plan of care and with the 60-day reassessment
of the patient  using the Outcomes and  Assessment  Information  Set  ("Oasis").
Oasis is the outcome  study that  Medicare  utilized  over a two-year  period to
determine the amount of reimbursement to providers for each 60-day episode.

     As a result of the  changes to Medicare  reimbursement  imposed by the Act,
the Company experienced a decline in revenue from its Medicare certified nursing
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 future  reimbursement may be adversely  affected.  Accordingly,
there can be no assurance that the Company's future referrals will not result in
reduced  reimbursement rates or reduced volume in business.  To date, the impact
of the change to the prospective payment system has not had a material effect on
the Company's operations.

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

Three Months Ended  January 31, 2002  Compared to Three Months Ended January 31,
2001

     For the three months ended January 31, 2002, net patient revenue  increased
$1,987,000, or 10.8%, to $20,466,000 from $18,479,000 for the three months ended
January 31, 2001.  This  increase is  primarily  attributable  to the  continued
successful  penetration of available  market share in Connecticut,  in which net
patient revenue increased $1,754,000.  In addition, the Company had increases in
net patient revenue of $154,000 and $79,000,  respectively, in the states of New
Jersey and New York.

     Gross profit  margin  increased to 36.7% for the three months ended January
31, 2002 from 35.3% for the three months ended  January 31, 2001.  This increase
is primarily  attributable to increases in Medicaid  reimbursement rates in both
Connecticut and New Jersey in the current  three-month  period.  The Company did
not experience any such increase in reimbursement rates in New York.

     General  and  administrative  expenses  increased  $554,000,  or 12.4%,  to
$5,012,000  for the three months ended January 31, 2002 from  $4,458,000 for the
three months ended January 31, 2001. This increase  primarily is attributable to
additional  administrative  personnel  and occupancy  related costs  incurred in
connection with the expansion into markets previously served in all three states
in which the Company operates.  As a percentage of net patient revenue,  general
and  administrative  expenses  increased  slightly to 24.5% for the three months
ended January 31, 2002 from 24.1% for the three months ended January 31, 2001.


                                      -11-
<PAGE>

     Amortization of intangibles  decreased $109,000,  or 44.5%, to $136,000 for
the three months ended January 31, 2002 from $245,000 for the three months ended
January 31, 2001.  This decrease is  attributable  to the Company's  adoption of
SFAS No. 141 and 142 in the current fiscal year.

     The Company  recorded a bad debt  provision of $65,000 for the three months
ended  January 31,  2002,  as compared to $180,000  for the three  months  ended
January 31, 2001. The Company  reserved  against its accounts  receivable in the
previous year as a result of the Company  entering into  contracts with many new
payor sources over the past two years.

     As a result of the foregoing, income from operations increased $649,000, or
39.8%, to $2,281,000 for the three months ended January 31, 2002 from $1,632,000
for the three months ended January 31, 2001.

     Interest income increased  $3,000, or 7.3%, to $44,000 for the three months
ended January 31, 2002 from $41,000 for the three months ended January 31, 2001.
Although the Company has generated  higher cash balances over the past year, the
decline in interest rates has reduced the Company's interest income.

     The Company's  effective  tax rate  decreased to 38.9% for the three months
ended  January 31, 2002 from 42.7% for the three months ended  January 31, 2001.
This decrease is  attributable to a slight decline in state income tax rates and
an increase in work opportunity tax credits.

     Net income increased $462,000, or 48.2%, to $1,421,000,  or $.26 per share,
in the three months ended January 31, 2002 from $959,000,  or $.18 per share, in
the three months ended  January 31, 2001.  This increase and the increase in net
patient  revenue over the  periods,  as well as over other  recent  periods,  is
attributable  principally to the Company's  expansion of its operations  through
penetrations of markets vacated by competitors and the successful integration of
the Company's  acquisitions over the past two years. Such increases would not be
expected to continue at the same rate,  if at all, in the absence of future such
acquisitions or market penetrations, as to which there can be no assurance.

Six Months Ended January 31, 2002 Compared to Six Months Ended January 31, 2001.

     For the six months ended January 31, 2002,  net patient  revenue  increased
$4,744,000,  or 13.2%, to $40,741,000  from $35,997,000 for the six months ended
January 31, 2001.  This  increase is  primarily  attributable  to the  continued
successful  penetration of available  market share in Connecticut,  in which net
patient revenue increased $3,559,000.  In addition,  the Company had increase in
net patient revenue of $637,000 and $548,000, respectively, in the states of New
Jersey and New York.

     Gross profit margin increased to 36.4% for the six months ended January 31,
2002 from 34.4% for the six months ended January 31, 2001.  This increase is due
principally to increased  business in Connecticut,  where the Company has higher
margin  business as well as  increases in Medicaid  reimbursement  rates in both
Connecticut and New Jersey in the current six-month period.  The Company did not
experience any such increase in reimbursement rates in New York.


                                      -12-
<PAGE>

     General and  administrative  expenses  increased  $1,338,000,  or 15.7%, to
$9,836,000 for the six months ended January 31, 2002 from $8,498,000 for the six
months ended January 31, 2001.  This increase is  attributable to the additional
administrative personnel and occupancy related costs incurred in connection with
the expansion in the state of Connecticut  and the  acquisition of Health Force.
As a percentage  of net patient  revenue,  general and  administrative  expenses
increased slightly to 24.1% for the six months ended January 31, 2002 from 23.6%
for the six months ended January 31, 2001.

     Amortization of intangibles  decreased $194,000,  or 41.5%, to $273,000 for
the six months  ended  January 31, 2002 from  $467,000  for the six months ended
January 31, 2001.  This decrease is  attributable  to the Company's  adoption of
SFAS No. 141 and 142 in the current fiscal year.

     The Company  recorded a bad debt  provision  of $180,000 for the six months
ended  January 31, 2002,  compared to $310,000 for the six months ended  January
31, 2001. This decrease is explained in the above three-month discussion.

     As a result of the foregoing,  income from operations increased $1,438,000,
or  46.1%,  to  $4,554,000  for the six  months  ended  January  31,  2002  from
$3,116,000 for the six months ended January 31, 2001.

     Interest income increased $44,000, or 56.4%, to $122,000 for the six months
ended  January 31, 2002 from $78,000 for the six months ended  January 31, 2001.
This increase is  attributable  to the Company  generating  higher cash balances
over the past  fiscal  year.  Although  the Company  has  generated  higher cash
balances  over the  periods,  the  decline in interest  rates has  substantially
reduced the Company's ability to maximize interest income.

     The  Company's  effective  tax rate  decreased  to 39.3% for the six months
ended  January 31, 2002 from 42.7% for the six months  ended  January 31,  2001.
This decrease is explained in the above three-month discussion.

     Net income  increased  $1,005,000,  or 54.9%,  to  $2,836,000,  or $.51 per
share,  in the six months ended  January 31, 2002 from  $1,831,000,  or $.34 per
share,  in the six months ended January 31, 2001. This increase and the increase
in net patient  revenue over the periods,  as well as over other recent periods,
is principally attributable to the Company's expansion of its operations through
penetrations of markets vacated by competitors and the successful integration of
the Company's  acquisitions over the past two years. Such increases would not be
expected to continue at the same rate,  if at all, in the absence of future such
acquisitions or market penetrations, as to which there can be no assurance.

     The rate of  inflation  had no material  effect on  operations  for the six
months ended January 31, 2002.


                                      -13-
<PAGE>

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

     Current assets increased to $29,659,000 and current  liabilities  decreased
to $3,627,000,  respectively,  at January 31, 2002. This resulted in an increase
in  working  capital  of  $3,606,000  from  $22,426,000  at  July  31,  2001  to
$26,032,000 at January 31, 2002. Cash and cash equivalents increased $2,557,000,
to  $11,639,000  at January  31, 2002 from  $9,082,000  at July 31,  2001.  This
increase in cash and working  capital is primarily  attributable to the net cash
provided by operating activities.

     The Company  provided net cash from operating  activities of $2,551,000 for
the six months  ended  January  31,  2002 as  compared  to net cash  provided by
operating activities of $2,645,000 for the six months ended January 31, 2001 The
decrease in cash provided by operating  activities of ($94,000),  or (3.6%),  is
attributable to an increase in operating cash flow of $1,164,000, a net decrease
in  operating  assets of  $1,491,000,  offset  by a net  decrease  in  operating
liabilities of ($2,749,000)  over the comparable period for the six months ended
January 31, 2001. Net cash used in investing activities for the six months ended
January 31, 2002, consisted of the purchase of investments, equipment and assets
of  businesses.  The net cash used in  investing  activities  for the six months
ended  January 31, 2001  consisted of the purchase of assets of Health Force and
equipment,  offset  by the  sale of  assets.  Net  cash  provided  by  financing
activities  for the six months ended January 31, 2002  consisted of the proceeds
from the exercise of stock options,  offset by the purchase of treasury  shares.
Net cash used in financing  activities for the six months ended January 31, 2001
consisted of 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 77 days at January  31, 2002 as compared to 84 days at January 31,
2001.

     In October 2001, the Company obtained a $7,500,000 committed revolving line
of credit  facility (the "credit  facility")  with its bank. The credit facility
provides  for the  Company  to borrow up to the lesser of  $7,500,000  or 80% of
eligible  accounts  receivable  that are aged less  than 120 days at the  bank's
prime rate or LIBOR plus 2.5%. The credit  facility  expires on October 23, 2003
and requires the Company to meet certain  financial  covenants  and ratios.  The
Company  pays  quarterly  in  arrears  a .25%  annual  commitment  fee on unused
amounts.

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

     In October 2001,  the Board of Directors  extended for one year its program
to repurchase the Company's  Common Stock.  Purchases in the aggregate amount of
up to $1,000,000  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.


                                      -14-
<PAGE>

PART II. OTHER INFORMATION

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

     The annual meeting of  shareholders of the Company (the "Meeting") was held
on December 6, 2001. 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           4,354,058               2,552
     Steven Fialkow                 4,354,058               2,552
     Bernard Levine, M.D.           4,355,003               1,607
     Ira Greifer, M.D.              4,355,003               1,607
     Robert C. Pordy, M.D.          4,355,003               1,607

     In  addition,  the  Company's  stockholder  ratified  at  the  Meeting  the
selection  by the  Board  of  Directors  of BDO  Seidman,  LLP as the  Company's
independent  certified  accountants for the year ending July 31, 2002. The votes
for such ratification were as follows:

        For                            Against            Abstain
        ---                            -------            -------
     4,340,727                          1,356              14,527

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)   Exhibits:


          *   10.1  Amended  and  Restated  Employment  Agreement  dated  as  of
                    November  1, 2001  between  the  Company  and  Frederick  H.
                    Fialkow.

          *   10.2  Employment  Agreement  dated as of November 1, 2001  between
                    the Company and Steven Fialkow.

          *   10.3  Employment  Agreement  dated as of November 1, 2001  between
                    the Company and Robert P. Heller.

          *   10.4  Employment  Agreement  dated as of November 1, 2001  between
                    the Company and Richard Garofalo.

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

         (b)   Reports on Form 8-K:  None


                                      -15-
<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, 2002                      /s/ Robert P. Heller
                                            ------------------------------------
                                            Robert P. Heller
                                            Vice President of Finance (chief
                                            financial and accounting officer)




                                      -16-
<PAGE>



                                  EXHIBIT INDEX


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


10.1      Amended and Restated Employment Agreement dated as of November 1, 2001
          between the Company and Frederick H. Fialkow.

10.2      Employment  Agreement dated as of November 1, 2001 between the Company
          and Steven Fialkow.

10.3      Employment  Agreement dated as of November 1, 2001 between the Company
          and Robert P. Heller.

10.4      Employment  Agreement dated as of November 1, 2001 between the Company
          and Richard Garofalo.





                                      -17-