**EXHIBIT 31.2**

**RULE13a-14(a)/15d-14(a) CERTIFICATION**

        I,Robert P. Heller, certify that: 

    1.                 I have reviewed this Quarterly Report on Form 10-Q of National Home Health Care          Corp.; 

    2.                 Based on my knowledge, this Quarterly Report does not contain any untrue          statement of a material fact or omit to state a material fact necessary to make          the statements made, in light of the circumstances under which such statements          were made, not misleading with respect to the period covered by this Quarterly          Report; 

    3.                 Based on my knowledge, the financial statements, and other financial information          included in this Quarterly Report, fairly present in all material respects the          financial condition, results of operations and cash flows of the Registrant as          of, and for, the periods presented in this Quarterly Report; 

    4.                 The Registrant’s other certifying officers and I are responsible for          establishing and maintaining disclosure controls and procedures (as defined in          Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and we have: 

                a)                 designed such disclosure controls and procedures, or caused such disclosure and          control procedures to be designed under our supervision, to ensure that material          information relating to the Registrant, including its consolidated subsidiaries,          is made known to us by others within those entities, particularly during the          period in which this Quarterly Report is being prepared; 

                b)                 evaluated the effectiveness of the Registrant’s disclosure controls and          procedures and presented in this Quarterly Report our conclusions about the          effectiveness of the disclosure controls and procedures, as of the end of the          period covered by this Quarterly Report, based on such evaluation; and 

                c)                 disclosed in this Quarterly Report any change in the Registrant’s internal          control over financial reporting that occurred during the Registrant’s most          recent fiscal quarter that has materially affected, or is reasonably likely to          materially affect, the Registrant’s internal control over financial          reporting; and 

    5.                 The Registrant’s other certifying officers and I have disclosed, based on          our most recent evaluation of internal control over financial reporting, to the          Registrant’s auditors and the audit committee of Registrant’s board of          directors (or persons performing the equivalent functions): 

                a)                 all significant deficiencies and material weaknesses in the design or operation          of internal control over financial reporting which are reasonably likely to          adversely affect the Registrant’s ability to record, process, summarize and          report financial information; and 

                b)                 any fraud, whether or not material, that involves management or other employees          who have a significant role in the Registrant’s internal control over          financial reporting.