UNITED STATES
                       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, 2004
                                        ----------------

                                       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
                                       ---     ---

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes     No  X
                                                ---    ---

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, 2004 was
5,547,006.


<PAGE>

                         NATIONAL HOME HEALTH CARE CORP.
                                    FORM 10-Q
                     FOR THE QUARTER ENDED JANUARY 31, 2004
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
PART I.                    FINANCIAL INFORMATION                                                            Page
                                                                                                            ----

<S>                        <C>                                                                              <C>
Item 1.                    Financial Statements

                           Balance   Sheets  as  of  January  31,  2004  and  July  31,  2003
                                (unaudited)                                                                 3-4

                           Statements  of  Operations  for the three months ended January 31,
                                2004 and January 31,  2003 and the six months  ended  January
                                31, 2004 and January 31, 2003 (unaudited)                                    5

                           Statements  of Cash Flows for the nine  months  ended  January 31,
                                2004 and January 31, 2003 (unaudited)                                        6

                           Notes to Consolidated Financial Statements                                       7-8

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

Item 4.                    Controls and Procedures                                                           14


PART II.                   OTHER INFORMATION

Item 1.                    Legal Proceedings                                                                 15

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

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

SIGNATURES                                                                                                   17

EXHIBIT INDEX                                                                                                18
</TABLE>


                                      -2-
<PAGE>

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

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                         January 31,     July 31,
                                                                            2004           2003
                                                                         -----------   -----------
<S>                                                                      <C>           <C>
ASSETS

Current:

    Cash and cash equivalents                                            $15,180,000   $14,252,000
    Investments                                                               25,000        22,000
    Accounts receivable-less allowance for possible losses of $554,000
       and $622,000                                                       19,572,000    18,705,000
    Prepaid expenses and other assets                                        953,000       804,000
    Income taxes receivable                                                  276,000          --
    Deferred income taxes                                                    298,000       375,000
                                                                         -----------   -----------

           Total current assets                                           36,304,000    34,158,000

Furniture, equipment and leasehold
    improvements, net                                                        950,000     1,030,000
Goodwill                                                                  10,628,000    10,628,000
Other intangible assets, net                                               1,844,000     2,099,000
Deferred income taxes                                                        152,000       163,000
Deposits and other assets                                                    469,000       395,000
                                                                         -----------   -----------

                           TOTAL                                         $50,347,000   $48,473,000
                                                                         ===========   ===========
</TABLE>

(continued)



                                      -3-
<PAGE>

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

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    January 31,       July 31,
                                                                        2004            2003
                                                                    ------------    ------------
<S>                                                                 <C>             <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

    Accounts payable and accrued expenses                           $  3,077,000    $  3,257,000
    Estimated third-party payor settlements                              687,000         756,000
    Deferred revenue                                                     432,000         460,000
    Income taxes payable                                                    --           134,000
                                                                    ------------    ------------

           Total current liabilities                                   4,196,000       4,607,000
                                                                    ------------    ------------

Stockholders' equity:

    Common stock, $.001 par value; authorized
       20,000,000 shares, issued 6,904,819 shares                          7,000           7,000
    Additional paid-in capital                                        25,560,000      25,556,000
    Retained earnings                                                 23,910,000      21,622,000
                                                                    ------------    ------------

                                                                      49,477,000      47,185,000

    Less: treasury stock (1,408,571 and 1,407,571 shares) at cost     (3,326,000)     (3,319,000)
                                                                    ------------    ------------

         Total stockholders' equity                                   46,151,000      43,866,000
                                                                    ------------    ------------

                           TOTAL                                    $ 50,347,000    $ 48,473,000
                                                                    ============    ============
</TABLE>



          See accompanying notes to consolidated financial statements.


                                      -4-
<PAGE>

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

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                       For the three months ended   For the six months ended
                                        ------------------------    ------------------------
                                               January 31,                 January 31,
                                        ------------------------    ------------------------
                                           2004          2003          2004          2003
                                        ----------    ----------    ----------    ----------
<S>                                    <C>           <C>           <C>           <C>
Net patient revenue                    $22,869,000   $24,643,000   $47,283,000   $47,582,000
                                        ----------    ----------    ----------    ----------

Operating expenses:

   Cost of revenue                      15,105,000    15,956,000    31,524,000    30,696,000
   General and administrative            5,786,000     5,982,000    11,673,000    11,585,000
   Amortization of intangibles             128,000       151,000       255,000       291,000
   Allowance for possible losses            55,000        50,000       160,000       100,000
                                        ----------    ----------    ----------    ----------

     Total operating expenses           21,074,000    22,139,000    43,612,000    42,672,000
                                        ----------    ----------    ----------    ----------

Income from operations                   1,795,000     2,504,000     3,671,000     4,910,000

Other income:

   Interest                                 31,000        35,000        56,000        90,000
                                        ----------    ----------    ----------    ----------

Income before taxes                      1,826,000     2,539,000     3,727,000     5,000,000

Provision for income taxes                 693,000     1,065,000     1,439,000     2,052,000
                                        ----------    ----------    ----------    ----------

Net income                             $ 1,133,000   $ 1,474,000   $ 2,288,000   $ 2,948,000
                                        ==========    ==========    ==========    ==========

Net income per share:
   Basic                                     $0.21         $0.26         $0.42         $0.53
                                        ==========    ==========    ==========    ==========

   Diluted                                   $0.20         $0.26         $0.40         $0.51
                                        ==========    ==========    ==========    ==========

Weighted average shares outstanding:

   Basic                                 5,496,188     5,563,255     5,495,927     5,567,017
                                        ==========    ==========    ==========    ==========

   Diluted                               5,699,764     5,767,091     5,686,809     5,772,217
                                        ==========    ==========    ==========    ==========
</TABLE>


          See accompanying notes to consolidated financial statements.


                                      -5-
<PAGE>

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

<TABLE>
<CAPTION>
                                                                      For the six months ended
                                                                             January 31,
                                                                    ----------------------------
                                                                        2004           2003
                                                                    ------------    ------------
<S>                                                                 <C>             <C>
Cash flows from operating activities:
   Net income                                                       $  2,288,000    $  2,948,000
   Adjustments to reconcile net income
   to net cash provided by operating activities:
      Depreciation and amortization                                      418,000         430,000
      Allowance for possible losses, net of writeoffs                     68,000          74,000
      Unrealized (gain) loss on investments                               (3,000)         14,000
      Deferred income taxes                                               88,000         220,000
      Changes in assets and liabilities:
         Accounts receivable                                            (935,000)     (1,089,000)
         Prepaid expenses and other                                     (223,000)       (396,000)
         Income taxes receivable                                        (410,000)         22,000
         Accounts payable, accrued expenses and other liabilities       (180,000)     (1,251,000)
         Estimated third-party payor settlements                         (69,000)       (158,000)
         Deferred revenue                                                (28,000)         83,000
                                                                    ------------    ------------
                  Net cash provided by operating activities            1,014,000         897,000
                                                                    ------------    ------------

Cash flows from investing activities:

   Purchase of furniture, equipment and leasehold improvements           (83,000)        (82,000)
   Purchase of assets of business                                           --        (3,457,000)
                                                                    ------------    ------------
                  Net cash used in investing activities                  (83,000)     (3,539,000)
                                                                    ------------    ------------

Cash flows from financing activities:

  Proceeds from exercise of stock options                                  4,000           4,000
  Purchase of treasury shares                                             (7,000)       (135,000)
                                                                    ------------    ------------
         Net cash used in investing activities                            (3,000)       (131,000)
                                                                    ------------    ------------

Net increase (decrease) in cash and cash equivalents                     928,000      (2,773,000)
                                                                    ------------    ------------

Cash and cash equivalents-beginning of period                         14,252,000      15,341,000
                                                                    ------------    ------------

Cash and cash equivalents-end of period                             $ 15,180,000    $ 12,568,000
                                                                    ============    ============

Supplemental disclosures of cash flow information:
   Cash paid during the period for
       Taxes                                                        $  1,751,000    $  1,811,000
       Interest                                                           10,000          10,000
</TABLE>


          See accompanying notes to consolidated financial statements.


                                      -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, 2004 are not necessarily indicative of the results that may be
expected for the year ending July 31, 2004. 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, 2003.

NOTE 2 - ACQUISITIONS

     On September 3, 2002, the Company, through a newly-formed subsidiary in
Massachusetts, acquired certain assets of Medical Resources, Inc. and related
entities ("Medical Resources"). Medical Resources provides home health care
services throughout Massachusetts. The purchase price of $2,623,000 in cash,
including acquisition costs of $73,000, was financed using internal funds. The
acquisition was accounted for as a purchase.

     On December 14, 2002, the Company, through a wholly-owned subsidiary in New
Jersey, acquired certain assets of Mary Baker's Health Care Services, Inc.
("Mary Baker"). Mary Baker provided home health care services in Bergen and
Passaic Counties, New Jersey. The purchase price of $434,000 in cash, including
acquisition costs of $14,000, was financed using internal funds. The acquisition
was accounted for as a purchase.

     On March 17, 2003, the Company, through a wholly-owned subsidiary in
Connecticut, acquired certain assets from Professional Relief Nurses, Inc.
("PRN"). PRN provided home health care services in Hartford, Litchfield, New
Haven and Middlesex Counties, Connecticut. The purchase price of $1,248,000,
including acquisition costs of $98,000, was financed using internal funds. The
acquisition was accounted for as a purchase.

NOTE 3 - RECLASSIFICATIONS

     Certain reclassifications have been made in prior periods' financial
statements to conform to classifications used in the current period.


                                      -7-
<PAGE>

NOTE 4 - NET INCOME PER SHARE DATA

         A reconciliation of shares used in calculating basic and diluted net
income per share is as follows:


                              For the three months ended
                                      January 31,
                                ---------------------
                                   2004        2003
                                ---------   ---------
                                  Shares      Shares
                                ---------   ---------

Basic EPS:                      5,496,188   5,563,255
Effect of dilutive securities     203,576     203,836
                                ---------   ---------
Diluted EPS:                    5,699,764   5,767,091
                                =========   =========


                               For the six months ended
                                      January 31,
                                ---------------------
                                   2004       2003
                                ---------   ---------
                                  Shares     Shares
                                ---------   ---------

Basic EPS:                      5,495,927   5,567,017
Effect of dilutive securities     190,882     205,200
                                ---------   ---------
Diluted EPS:                    5,686,809   5,772,217
                                =========   =========


                                      -8-
<PAGE>


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

General

     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 and
analysis should be read in conjunction with the attached unaudited consolidated
financial statements and notes thereto, and with the Company's audited financial
statements and notes thereto for the fiscal year ended July 31, 2003 included
with the Company's annual report on Form 10-K with respect to such fiscal year.

     Certain matters set forth in this report are forward-looking statements
that are dependent on certain risks and uncertainties, including but not limited
to risks and uncertainties relating to whether the Company can identify,
consummate and integrate on favorable terms acquisitions or market penetrations,
market acceptance, pricing and demand for the Company's services, changing
regulatory environment, changing economic conditions, whether the Company can
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. Prior to the Act, Medicare reimbursed providers on a
reasonable cost basis subject to program-imposed cost per visit limitations.

      Under the Act, changes in Medicare home care reimbursement 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 lowest 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. Under IPS, most Medicare providers were reimbursed under an
agency-specific per patient cost limit. Effective October 1, 2001, under the
prospective payment system, 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".

                                      -9-
<PAGE>

     The final phase of the Act implemented a 15% cut in Medicare reimbursement
rates effective October 1, 2002. In each of the last three fiscal years, less
than five percent of the Company's net patient revenue was derived directly from
Medicare, and accordingly the change to the prospective payment system has not,
to date, had a material adverse impact on the Company. However, there can be no
assurance that the Medicare prospective payment system will not adversely impact
the Company's reimbursement rates in the future or otherwise have a material
adverse effect on the Company. 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 by the
prospective payment system. Under the prospective payment system, there can be
no assurance that the Company's future referrals will not result in reduced
reimbursement rates or reduced volume of business.

     The Company derives a substantial amount of revenue from state sponsored
Medicaid programs. Approximately 42%, 47% and 48% of net patient revenue for the
fiscal years ended July 31, 2003, 2002 and 2001, respectively, were derived from
state sponsored Medicaid programs. Reimbursement for home health care services
rendered to eligible Medicaid recipients is made in an amount determined in
accordance with procedures and standards established by state law under federal
guidelines. States differ as to reimbursement policies and rates. The Company is
a licensed Medicaid provider in Connecticut, Massachusetts, New Jersey and in
Nassau, Suffolk and Westchester Counties, New York.

RESULTS OF OPERATIONS AND EFFECTS OF INFLATION

THREE MONTHS ENDED JANUARY 31, 2004 COMPARED TO THREE MONTHS ENDED JANUARY 2003.

     NET PATIENT REVENUE. For the three months ended January 31, 2004, net
patient revenue decreased $1,774,000, or 7.2%, to $22,869,000 from $24,643,000
for the three months ended January 31, 2003. This decrease was primarily
attributable to a decline in net patient revenue generated by New England Home
Care, Inc. of $1,027,000, as a result of the reduced Medicaid reimbursement
rates for certain nursing visits in Connecticut that was effective May 1, 2003.
In addition, net patient revenue declined $1,112,000 in New York, as a result of
fewer hours being subcontracted to the Company from other Medicare certified
agencies. Lastly, net patient revenue declined $321,000 from the Company's
staffing operations, primarily as a result of the Company terminating its
staffing operations in New York in December 2003. These declines were offset by
an increase in net patient revenue of $686,000, resulting from the Company's
acquisition in New Jersey and the Company attaining Medicare and Medicaid
certification in Massachusetts.

     GROSS PROFIT. Gross profit margin decreased to 34.0% for the three months
ended January 31, 2004 from 35.3% for the three months ended January 31, 2003.
This decrease was primarily attributable to the reduced Medicaid reimbursement
rates for certain nursing visits in Connecticut and, to a lesser extent,
increases in direct payments to caregivers, increased workers compensation rates
and lower gross profit margins on staffing operations.

                                      -10-
<PAGE>

     GENERAL AND ADMINISTRATIVE. General and administrative expenses decreased
$196,000, or 3.3%, to $5,786,000 for the three months ended January 31, 2004
from $5,982,000 for the three months ended January 31, 2003. This decrease is
primarily attributable to the reductions in administrative personnel associated
with both the downsizing of the Company's staffing operations and as a result of
the Connecticut reimbursement rate reduction in certain Medicaid nursing rates.
As a percentage of net patient revenue, general and administrative expenses
increased to 25.3% for the three months ended January 31, 2004 from 24.3% for
the three months ended January 31, 2003.

     AMORTIZATION. Amortization of intangibles decreased $23,000, or 15.2%, to
$128,000 for the three months ended January 31, 2004 from $151,000 for the three
months ended January 31, 2003. This decrease is attributable to previous
acquisitions that have now been fully amortized.

     ALLOWANCE FOR POSSIBLE LOSSES. The Company recorded an allowance for
possible losses of $55,000 for the three months ended January 31, 2004, as
compared to $50,000 for the three months ended January 31, 2003.

     INCOME FROM OPERATIONS. As a result of the foregoing, income from
operations decreased $709,000, or 28.3% to $1,795,000 for the three months ended
January 31, 2004 from $2,504,000 for the three months ended January 31, 2003.

     INTEREST INCOME. Interest income decreased $4,000, or 11.4%, to $31,000 for
the three months ended January 31, 2004 from $35,000 for the three months ended
January 31, 2003. This decrease is attributable to the continued decline in
interest rates.

     INCOME TAXES. The Company's effective tax rate decreased to 38.0% for the
three months ended January 31, 2004 from 41.9% for the three months ended
January 31, 2003. This decrease is attributable to an increase in work
opportunity tax credits in the current three month period.

     NET INCOME. Net income decreased $341,000, or 23.1%, to $1,133,000, or $.20
per diluted share, in the three months ended January 31, 2004 from $1,474,000,
or $.26 per diluted share, in the three months ended January 31, 2003.

SIX MONTHS ENDED JANUARY 31, 2004 COMPARED TO SIX MONTHS ENDED JANUARY 31, 2003

     NET PATIENT REVENUE. For the six months ended January 31, 2004, net patient
revenue decreased $299,000, or 1%, to $47,283,000 from $47,582,000 for the six
months ended January 31, 2003. This decrease was primarily attributable to a
decline in net patient revenue generated by New England Home Care, Inc. of
$839,000, as a result of the reduced Medicaid reimbursement rates for certain
nursing visits in Connecticut that was effective May 1, 2003. In addition, net
patient revenue declined $1,450,000 in New York, as a result of fewer hours
being subcontracted to the Company from other Medicare certified agencies.
Lastly, net patient revenue declined $262,000 from the Company's staffing
operations, primarily as a result of the Company terminating its staffing
operations in New York in December 2003. These declines were offset by an
increase in net patient revenue of $2,252,000, resulting from the Company's

                                      -11-
<PAGE>

acquisition in New Jersey and the Company attaining Medicare and Medicaid
certification in Massachusetts.

     GROSS PROFIT. Gross profit margin decreased to 33.3% for the six months
ended January 31, 2004 from 35.5% for the six months ended January 31, 2003.
This reduction was primarily attributable to the reduced Medicaid reimbursement
rates for certain nursing visits in Connecticut and, to a lesser extent,
increases in direct payments to caregivers, increased worker compensation rates
and lower gross margins on staffing operations.

     GENERAL AND ADMINISTRATIVE. General and administrative expenses increased
$88,000, or 1.0%, to $11,673,000 for the six months ended January 31, 2004 from
$11,585,000 for the six months ended January 31, 2003. This increase is
primarily attributable to the inclusion of the administrative personnel and
occupancy costs incurred by Medical Resources for a full six months of
operations in the current six month period ended January 31, 2004, offset by
reductions in administrative personnel associated with both the downsizing of
the Company's staffing operations and the reduction in certain Medicaid nursing
rates in Connecticut. As a percentage of net patient revenue, general and
administrative expenses increased to 24.7% for the six months ended January 31,
2004 from 24.3% for the six months ended January 31, 2003.

     AMORTIZATION. Amortization of intangibles decreased $36,000, or 12.4%, to
$255,000 for the six months ended January 31, 2004 from $291,000 for the six
months ended January 31, 2003. This decrease is attributable to previous
acquisitions that have now been fully amortized.

     ALLOWANCE FOR POSSIBLE LOSSES. The Company recorded an allowance for
possible losses of $160,000 for the six months ended January 31, 2004 as
compared to $100,000 for the six months ended January 31, 2003.

     INCOME FORM OPERATIONS. As a result of the foregoing, income from
operations decreased $1,239,000, or 25.2% to $3,671,000 for the six months ended
January 31, 2004 from $4,910,000 for the six months ended January 31, 2003.

     INTEREST INCOME. Interest income decreased $34,000, or 37.8%, to $56,000
for the six months ended January 31, 2004 from $90,000 for the six months ended
January 31, 2003. This decrease is attributable to the Company being required to
maintain higher compensating balances in its operating accounts as well as the
continued decline in interest rates.

     INCOME TAXES. The Company's effective tax rate decreased to 38.6% for the
six months ended January 31, 2004 from 41.0% for the six months ended January
31, 2003. This decrease is attributable to an increase in work opportunity tax
credits in the current six month period.

     NET INCOME. Net income decreased $660,000, or 22.4%, to $2,288,000, or $.40
per diluted share, in the six months ended January 31, 2004 from $2,948,00, or
$.51 per diluted share, in the six months ended January 31, 2003.

     The rate of inflation had no material effect on operations for the six
months ended January 31, 2004.

                                      -12-
<PAGE>

FINANCIAL CONDITION AND CAPITAL RESOURCES

     Current assets increased to $36,304,000 and current liabilities decreased
to $4,196,000 at January 31, 2004. This resulted in an increase in working
capital of $2,557,000 from $29,551,000 at July 31, 2003 to $32,108,000 at
January 31, 2004. Cash and cash equivalents increased $928,000 to $15,180,000 at
January 31, 2004 from $14,252,000 at July 31, 2003.

     The Company provided net cash from operating activities of $1,014,000 for
the six months ended January 31, 2004 as compared to net cash provided by
operating activities of $897,000 for the six months ended January 31, 2003. The
increase in net cash provided by operating activities of $117,000 is
attributable to an increase in operating liabilities of $1,049,000, offset by a
decrease in operating cash flow of $827,000 and a decrease in operating assets
of $105,000 over the comparable period for the six months ended January 31,
2003. Net cash used in investing activities for the six months ended January 31,
2004 consisted of the purchase of equipment. The net cash used in investing
activities for the six months ended January 31, 2003 consisted of the purchase
of assets of businesses and the purchase of equipment. Net cash used in
financing activities for the six months ended January 31, 2004 consisted of the
purchase of treasury shares, offset by the proceeds from the exercise of stock
options. Net cash used in financing activities for the six months ended January
31, 2003 consisted of the purchase of treasury shares, offset by the proceeds
from the exercise of stock options.

     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 January 31, 2004 as compared to 67 days at January 31,
2003.

     The Company renewed its $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 in October 2005 and requires the
Company to meet certain financial covenants and ratios. The Company is required
to pay .25% commitment fee on unused amounts, payable quarterly in arrears. At
January 31, 2004 there was no outstanding balance under the credit facility.

     The Company intends to incur capital expenditures of approximately $500,000
during the current fiscal year in connection with the proposed implementation of
new computer software systems and hardware. The new hardware would be designed
to, among other things, update certain data input capability regarding services
rendered at certain locations. The Company believes that the software will
provide efficiencies in data organization, retrieval and analysis, both for
continuing operations and in connection with certain audits. The Company intends
to fund these expenditures and otherwise meet its short term and long term
liquidity need with its current cash balances, cash flow from operations and its
credit facility.


                                      -13-
<PAGE>

ITEM 4.  CONTROLS AND PROCEDURES.

     (a) Evaluation of Disclosure Controls and Procedures. Within the 90-day
period prior to the filing date of this report, the Company carried out an
evaluation, under the supervision and with the participation of management of
the Company, including the Company's Principal Executive Officer and Principal
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based on the Company's evaluation,
the Company's Principal Executive Officer and Principal Financial Officer
concluded that the Company's disclosure controls and procedures were effective.

     (b) Changes in Internal Controls. Since the date of the evaluation
described above, there have not been any significant changes in the Company's
internal accounting controls or in other factors that could significantly affect
those controls subsequent to the date of their evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.


                                      -14-
<PAGE>


PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     In October 2003, the Company's Connecticut home care subsidiary received a
subpoena from the United States Attorney's Office in New Haven, Connecticut. The
subpoena seeks production of documents in connection with an investigation into
possible violations of certain federal health care laws. The Company believes
that the investigation, which the Company understands is being conducted in
parallel with an investigation by state of Connecticut authorities, seeks
evidence of potentially fraudulent claims that may have been submitted by
psychiatric nurses employed by the Connecticut home care subsidiary. The Company
cannot now predict the course or outcome of the investigation or whether
additional information will be sought. The Company believes that the
investigation extends to certain other competitors in the Connecticut market for
psychiatric nursing. The Connecticut home care subsidiary has begun producing
documents in response to the subpoena and intends to cooperate with the
investigation.

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 5, 2003. 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., Robert C. Pordy, M.D. and Harold Shulman 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:

<TABLE>
<CAPTION>
                                                For                         Against                  Withheld
                                                ---                         -------                  --------
<S>                                             <C>                         <C>                      <C>
Frederick H. Fialkow                            3,285,948                   21,963                   100
Steven Fialkow                                  3,285,948                   21,963                   100
Bernard Levine, M.D.                            3,302,653                   5,258                    100
Ira Greifer, M.D.                               3,302,653                   5,258                    100
Robert C. Pordy, M.D.                           3,302,653                   5,258                    100
Harold Shulman                                  3,302,653                   5,258                    100
</TABLE>

     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, 2004. The votes
for such ratification were as follows:

<TABLE>
<CAPTION>
             For                          Against                      Abstain                 Broker Non-Votes
             ---                          -------                      -------                 ----------------
<S>       <C>                             <C>                            <C>                           <C>
          3,285,448                       21,334                         100                           0
</TABLE>

                                      -15-
<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

          (a)       The following exhibits are filed herewith:

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

          31.1      Certification of the Chief Executive Officer pursuant to 18
                    U.S.C. Section 1350, as adopted pursuant to Section 302 of
                    the Sarbanes-Oxley Act of 2002.
          31.2      Certificate of Chief Financial Officer pursuant to 18 U.S.C.
                    Section 1350, as adopted pursuant to Section 302 of the
                    Sarbanes-Oxley Act of 2002.
          32.1      Certification of Principal Executive Officer pursuant to 18
                    U.S.C. Section 1350, as adopted pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002.
          32.2      Certification of Principal Financial Officer pursuant to 18
                    U.S.C. Section 1350, as adopted pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002.


          (b)       Reports on Form 8-K:

          On December 15, 2003, the Company filed a report on Form 8-K under
Item 12 thereof referencing a press release dated December 15, 2003, announcing
the Company's financial results for the Company's first fiscal quarter ended
October 31, 2003.


                                      -16-
<PAGE>

                                   SIGNATURES
                                   ----------

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

                                  NATIONAL HOME HEALTH CARE CORP.

Date:   March 15, 2004.           /s/ Robert P. Heller
                                  ----------------------------------------
                                  Robert P. Heller
                                  Vice President of Finance (principal financial
                                  officer and principal accounting officer)


                                      -17-

<PAGE>

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

EXHIBIT
NUMBER                                   DOCUMENT
------                                   --------

31.1*     Certification of the Chief Executive Officer pursuant to 18 U.S.C.
          Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley
          Act of 2002.
31.2*     Certificate of Chief Financial Officer pursuant to 18 U.S.C. Section
          1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
          2002.
32.1*     Certification of Principal Executive Officer pursuant to 18 U.S.C.
          Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002.
32.2*     Certification of Principal Financial Officer pursuant to 18 U.S.C.
          Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002.

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

                                      -18-