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, 1996

                                       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,  1996 was
4,744,907.

                                                                          
     
<PAGE>



                         NATIONAL HOME HEALTH CARE CORP.

                                    FORM 10-Q

                     FOR THE QUARTER ENDED JANUARY 31, 1996



PART I.   FINANCIAL INFORMATION                                            Page
                                                                           ----
Item 1.   Financial Statements


          Consolidated Balance Sheets as of January 31, 1996
          and July 31, 1995 (unaudited)                                     3-4

          Consolidated Statements of Operations  for the three
          months ended January 31, 1996 and January 31, 1995
          and six months ended January 31, 1996 and January 31,
          1995 (unaudited)                                                    5

          Consolidated Statements of Cash Flows for the six
          months ended January 31, 1996 and January 31, 1995
          (unaudited)                                                         6

          Notes to Consolidated Financial Statements                        7-8

Item 2.   Management's Discussion and Analysis of Financial                9-11
          Condition and Results of Operations


PART II.  OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K                                   12

SIGNATURES                                                                   13



                                                                          
                                       -2-

<PAGE>



                   NATIONAL HOME HEALTH CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                    UNAUDITED

<TABLE>
<CAPTION>


                                                      January 31, 1996        July 31, 1995
                                                      ----------------      ----------------
<S>                                                      <C>                  <C>       
ASSETS

Current assets:
    Cash and cash equivalents                            $ 6,735,000          $ 9,237,000
    Investments                                              553,000              813,000
    Accounts receivable -
         less allowance for doubtful accounts
         of $430,000  at January 31, 1996
         and $99,000 at July 31, 1995                      8,413,000            5,338,000
    Notes receivable                                         339,000              349,000
    Income taxes receivable                                   64,000               72,000
    Prepaid expenses and other assets                        471,000              354,000
    Deferred taxes                                           190,000               80,000
                                                       -------------        -------------
              Total current assets                        16,765,000           16,243,000

    Furniture, equipment and leasehold
         improvements, net                                   463,000              445,000
    Notes receivable - noncurrent                            521,000              690,000
    Excess of cost over fair value of net
         assets of businesses acquired, net                2,840,000            1,036,000
    Other intangible assets, net                             261,000              342,000
    Deposits and other assets                                121,000              109,000
                                                       -------------        -------------

              TOTAL                                      $20,971,000          $18,865,000
                                                       =============        =============
</TABLE>

(Continued)


                                                                          
                                       -3-

<PAGE>



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

<TABLE>
<CAPTION>

                                                      January 31, 1996        July 31, 1995
                                                      ----------------      ----------------
<S>                                                      <C>                  <C>       
LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
       Accounts payable and accrued expenses             $ 1,191,000            $ 910,000
       Estimated third-party payor settlements               901,000                - - -
       Capital lease obligations-current                      27,000               27,000
                                                       -------------        -------------

               Total current liabilities                   2,119,000              937,000

Capital lease obligations-noncurrent                           - - -               14,000
                                                       -------------        -------------

               Total liabilities                           2,119,000              951,000

Stockholders' equity:
       Common stock, $.001 par value; authorized
          20,000,000 shares, issued 5,678,673 shares
          and 5,673,075 shares                                 6,000                6,000
       Additional paid-in capital                         15,567,000           15,552,000
       Retained earnings                                   4,230,000            3,307,000
                                                       -------------        -------------
                                                          19,803,000           18,865,000

       Less treasury stock (955,000 shares) at cost         (951,000)            (951,000)
                                                       -------------        -------------

               Total stockholders' equity                 18,852,000           17,914,000
                                                       -------------        -------------

                          TOTAL                         $ 20,971,000         $ 18,865,000
                                                       =============        =============

</TABLE>


           See accompanying notes to consolidated financial statements



                                       -4-

<PAGE>



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

<TABLE>
<CAPTION>

                                        For the three months ended         For the six months ended
                                                January 31,                      January 31,
                                    ------------------------------    ------------------------------
                                         1996             1995             1996             1995
                                    -------------    -------------    -------------    -------------

<S>                                  <C>              <C>              <C>              <C>         
Patient service revenues             $  9,965,000     $  6,044,000     $ 20,039,000     $ 11,774,000
                                    -------------    -------------    -------------    -------------
Operating expenses:
 Cost of revenues                       6,162,000        3,684,000       12,709,000        7,219,000
 General and administrative             2,963,000        1,803,000        5,655,000        3,543,000
 Amortization                              73,000           36,000          146,000           72,000
                                    -------------    -------------    -------------    -------------
   Total operating expenses             9,198,000        5,523,000       18,510,000       10,834,000
                                    -------------    -------------    -------------    -------------
Income from operations                    767,000          521,000        1,529,000          940,000
Interest income                            99,000           89,000          203,000          165,000
                                    -------------    -------------    -------------    -------------
Income before taxes                       866,000          610,000        1,732,000        1,105,000
Provision for income taxes                395,000          275,000          809,000          505,000
                                    -------------    -------------    -------------    -------------
NET INCOME                               $471,000         $335,000         $923,000         $600,000
                                    =============    =============    =============    =============
Net income per share of
 common stock                               $0.10            $0.07            $0.20            $0.13
                                    =============    =============    =============    =============
Weighted average shares
 outstanding                            4,719,109        4,779,075        4,718,592        4,779,075


</TABLE>



           See accompanying notes to consolidated financial statements


                                                                          
                                       -5-

<PAGE>



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


<TABLE>
<CAPTION>

                                                               For the six months ended January 31,
                                                               ------------------------------------
                                                                    1996                   1995
                                                               ------------           -------------
<S>                                                           <C>                    <C>        
Cash flows from operating activities:
   Net income                                                 $   923,000            $   600,000
   Adjustments to reconcile net income to net
     cash provided by operating activities:
   Depreciation and amortization                                  247,000                151,000
          Provision for state income tax settlement                 - - -                 33,000
          Deferred tax                                              - - -                120,000
   Changes in operating assets and liabilities:
   (Increase) in accounts receivable                             (147,000)              (270,000)
   Decrease in income taxes receivable                            287,000                108,000
   (Increase) in prepaid expenses and other                      (115,000)               (18,000)
         assets
   (Decrease) in accounts payable and
    accrued expenses                                             (517,000)               (27,000)
   (Decrease) in estimated third party
    payor settlements                                            (971,000)                 - - -
                                                              -----------            -----------
       Net cash (used in ) provided by operating
                       activities                                (293,000)               697,000
                                                              -----------            -----------

Cash flows from investing activities:
   Purchase of property, plant and equipment                      (54,000)               (51,000)
   Proceeds (purchase) of investments                             260,000             (2,239,000)
   Purchase of Nurse Care, Inc., net of cash acquired          (2,595,000)                 - - -
                                                              -----------            -----------
Net cash (used in) investing activities                        (2,389,000)            (2,290,000)
                                                              -----------            -----------

Cash flows from financing activities:
   Decrease in notes receivable                                   179,000                 66,000
   Principal payments under capital lease obligations             (14,000)               (16,000)
   Proceeds from exercise of stock options                         15,000                  - - -
                                                              -----------            -----------
               Net cash provided by financing activities          180,000                 50,000
                                                              -----------            -----------

NET (DECREASE) IN CASH AND CASH
   EQUIVALENTS                                                 (2,502,000)            (1,543,000)
Cash and cash equivalents-beginning of period                   9,237,000              5,017,000
                                                              -----------            -----------
CASH AND CASH EQUIVALENTS-END OF
   PERIOD                                                      $6,735,000             $3,474,000
                                                              ===========            ===========
Supplemental  disclosures of cash flow information:
Cash paid during the period
for:
   Taxes                                                         $985,000               $277,000
   Interest                                                        11,000                  6,000


</TABLE>

           See accompanying notes to consolidated financial statements


                                                                          
                                       -6-

<PAGE>



                NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION

     The  accompanying  unaudited  consolidated  financial  statements 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, 1996 are not  necessarily  indicative  of the  results  that may be
expected for the year ended July 31, 1996. 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, 1995.


NOTE 2 - ACQUISITION

     On August 4, 1995,  the  Company  acquired  all of the  outstanding  common
shares of Nurse Care,  Inc., the parent  company of New England Home Care,  Inc.
("New England").  New England is a licensed Medicare  certified home health care
agency  providing  services in Fairfield and New Haven  counties in the State of
Connecticut. The purchase price of $3,150,000 was generated from internal funds.
The acquisition was accounted for as a purchase and the excess of purchase price
over the  fair  value of the  assets  acquired,  $1,869,000,  was  allocated  to
goodwill and is being amortized over a twenty year period.

     The  following  unaudited  pro forma  consolidated  statement of operations
information  gives effect to the  acquisition  described  above as though it had
occurred on August 1, 1994, after giving effect to certain adjustments.

                                     Unaudited            Unaudited
                                Three months ended     Six months ended
                                 January 31, 1995      January 31, 1995
                                 ----------------      ----------------

Patient service revenue             $  10,042,000         $  19,770,000
Operating expenses                      9,364,000            18,516,000
                                    -------------         -------------

Income from operations              $     678,000          $  1,254,000

Net income                          $     387,000          $    703,000
                                    =============         =============

Net income per share                $         .08          $        .15
                                    =============         =============


                                                                          
                                       -7-

<PAGE>




NOTE 3 - RECLASSIFICATION

     Certain  amounts  in  the  January  31,  1995  consolidated  statements  of
operations   have  been   reclassified  to  conform  to  the  January  31,  1996
consolidated statements of operations.

NOTE 4 - INCOME TAXES

     The Internal  Revenue  Service is currently  conducting an  examination  of
federal tax returns for the years ended July 31, 1991 through July 31, 1994. The
Company  received a refund of  approximately  $2,100,000  during the fiscal year
ended July 31, 1995 as a result of net operating loss  carryback  claims made in
fiscal  year ended July 31,  1994 and the years  affected  by the claims are now
being examined. No assessment has been made to date.










                                       -8-

<PAGE>



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

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

     For the  three  months  ended  January  31,  1996,  revenues  increased  by
$3,921,000,  or 65%, from $6,044,000 for the three months ended January 31, 1995
to  $9,965,000  for the three  months  ended  January  31,  1996.  Approximately
$3,430,000 or 87% of this increase is  attributable  to the  acquisition  of New
England.  In addition,  revenues from Health  Acquisition  Corp., the subsidiary
providing home health care services in the New York metropolitan area, increased
$510,000 or 11% from the  corresponding  period of 1995.  This  increase was the
result of additional  volume from existing  contracts with certified home health
care agencies and other long-term provider programs, as well as the expansion of
services to include home care pediatric  skilled nursing  services for medically
fragile children and their families.

     Cost of  revenues as a  percentage  of revenue  increased  from 61% for the
three  months ended  January 31, 1995 to 62% for the three months ended  January
31, 1996.  This increase is primarily  attributable  to the  acquisition  of New
England,  which has higher cost of revenues as a result of its revenue generated
from Medicare patients being limited to cost reimbursement principles.

     General and administrative  expenses as a percentage of revenue was 30% for
both the three months ended  January 31, 1996 and the three months ended January
31, 1995.  General and  administrative  expenses excluding those relating to New
England  increased  $93,000 or 5% from the three months ended  January 31, 1995.
This increase is attributable to certain non-recurring  expenses incurred in the
quarter ended January 31, 1996.

     Amortization  increased  from $37,000 to $73,000 for the three months ended
January 31, 1996 as a result of the goodwill  associated with the acquisition of
New England.

     As a result of the foregoing, net income for the three months ended January
31, 1996 was  $471,000  as  compared  to a net income of $335,000  for the three
months ended January 31, 1995.

     For  the  six  months  ended  January  31,  1996,   revenues  increased  by
$8,265,000, or 70% from $11,774,000 for the six months ended January 31, 1995 to
$20,039,000 for the six months ended January 31, 1996.  Approximately $7,122,000
or 86% of this  increase is  attributable  to the  acquisition  of New  England.
Revenues from Health Acquisition Corp.  increased $1,146,000 or 11% from the six
months  ended  January 31, 1995.  This  increase is explained in the above three
month discussion.

     Cost of revenues as a percentage of revenue  increased from 61% for the six
months ended  January 31, 1995 to 63% for the six months ended January 31, 1996.
This increase is primarily attributable to the acquisition of New England, which
has higher cost of revenues as a result of its revenue  generated  from Medicare
patients being limited to cost reimbursement principles.

     General and  administrative  expenses as a percentage of revenue  decreased
from  30%  of  revenue  for  the  six  months  ended  January  31,  1995  to 28%
for   the   six  months  ended  January 31,  1996.   General and  administrative
excluding   those   related   to    New     England   decreased   $13,000   from

                                                                          
                                       -9-

<PAGE>



the  corresponding  period of 1995.  New  England's  general and  administrative
expenses as a percentage  of revenue for the six months  ended  January 31, 1996
was 29%.

     Amortization  intangibles  increased  from  $72,000 to $146,000 for the six
months ended  January 31, 1996 as a result of the goodwill  associated  with the
acquisition of New England.

     As a result of the  foregoing,  net income for the six months ended January
31, 1996 was $923,000 as compared to a net income of $600,000 for the six months
ended January 31, 1995.

     The rate of  inflation  had no material  effect on  operations  for the six
months ended January 31, 1996.


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

     Current  assets  and  current  liabilities  increased  to  $16,765,000  and
$2,119,000,  respectively,  at January  31,  1996  representing  an  increase of
$522,000 and  $1,182,000,  respectively,  over July 31, 1995.  The current ratio
decreased  to 7.91x at  January  31,  1996 from  17.34x at July 31,  1995.  This
decrease is primarily attributable to the acquisition of New England.

     The Company used net cash in operating  activities  of $293,000 for the six
months  ended  January 31, 1996 as  compared to net cash  provided by  operating
activities of $697,000 for the six months ended  January 31, 1995.  The decrease
in cash flows from operating activities between the periods is attributable to a
decrease  in  estimated  third party  payor  settlements  of $971,000 in the six
months  ended  January 31,  1996.  Historically,  the Company has  financed  its
working capital requirements through cash flows from operating  activities.  Net
cash used in  investing  activities  for the six months  ended  January 31, 1996
reflects the purchase of equipment and the purchase of Nurse Care, Inc.,  offset
by proceeds from the sale of  investments.  For the six months ended January 31,
1995,  net  cash  used in  investing  activities  consists  of the  purchase  of
equipment  and the  purchase of  investments.  Net cash  provided  by  financing
activities for the six months ended January 31, 1996 and 1995 primarily  reflect
the decrease in notes receivable.

     The Company believes that it has sufficient cash to fund its operations for
at least the ensuing twelve month period. The Company has available a $2,000,000
secured  offering  line of credit with the Bank of New York.  In  addition,  New
England  has a secured  advised  line of credit  with the Bank of New York,  the
maximum  amount of which  shall not  exceed  the  lesser  of  eligible  accounts
receivable or $2,000,000.  Both  facilities are at the alternate base commercial
lending rate of the bank and expire  December 31, 1996.  As of January 31, 1996,
there were no outstanding balances under either line of credit.

     The Company recently filed a registration statement with the Securities and
Exchange  Commission relating to the proposed initial public offering by SunStar
Healthcare,   Inc.  ("SunStar"),  a  wholly-owned  subsidiary   of  the  Company
consisting of its Florida  outpatient  medical center  operations.  The proposed
initial public offering by SunStar consists of 1,200,000 shares of common stock,
plus an over-allotment  option granted to the underwriter,  Richter & Co., Inc.,
to purchase  an  additional  180,000  shares,  at a proposed  price per share of
$5.00.

                                                                          
                                      -10-

<PAGE>



     Although such registration statement has been filed with the Securities and
Exchange Commission,  it has not yet been declared effective. The offered shares
may  not be sold  nor may  offers  to buy be  accepted  prior  to the  time  the
registration  statement becomes effective.  This does not constitute an offer to
sell or the  solicitation  of an offer to buy nor shall there be any sale of the
shares in any State in which such offer,  solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any State.

     Upon  successful  completion of the offering,  without giving effect to the
over-allotment  option,  the public would own approximately 47%, and the Company
would  retain   approximately   35%,  of  the  common  stock  of  SunStar  on  a
fully-diluted basis.










                                                                          
                                      -11-

<PAGE>



PART II.  OTHER INFORMATION


Item 6.    Exhibits and reports on Form 8-K

           (a)       Exhibits:

                     10.1      Letter   Agreement   dated   December   27,  1995
                               providing  Secured  Advised  Line of Credit  from
                               Bank of New York for  National  Home  Health Care
                               Corp.

                     10.2      Letter   Agreement   dated   December   27,  1995
                               providing  Secured  Advised  Line of Credit  from
                               Bank of New York for New England Home Care, Inc.

           (b)       Reports on Form 8-K:

                     None


                                                                          
                                      -12-

<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 14, 1996                 /s/ ROBERT P. HELLER
                                     --------------------------------
                                     Robert P. Heller
                                     Vice President of Finance,
                                     Chief Financial
                                     and Accounting Officer



                                                                          
                                      -13-