SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


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

        For the quarterly period ended October 31, 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 December  13, 1996 was
5,095,321.

                  

<PAGE>



                         NATIONAL HOME HEALTH CARE CORP.

                                    FORM 10-Q

                     FOR THE QUARTER ENDED OCTOBER 31, 1996



PART I.        FINANCIAL INFORMATION                                       Page


Item 1.        Financial Statements


                Consolidated  Balance Sheets as of October 31, 
                    1996 and July 31, 1996 (Unaudited)                     3-4

                Consolidated Statements of Operations for the
                     three months ended October 31, 1996 and 
                     October 31, 1995 (Unaudited)                            5

                Consolidated Statements of Cash Flows for the 
                     three months ended October 31, 1996 and
                     October 31, 1995 (Unaudited)                            6

                Notes to Consolidated Financial Statements                   7


Item 2.        Management's   Discussion   and  Analysis  of
               Financial Condition and Results of Operations               8-9

PART II.       OTHER INFORMATION

Item 6.        Exhibits and Reports on Form 8-K                             10

SIGNATURES                                                                  11


                  
                                       -2-

<PAGE>


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

<TABLE>
<CAPTION>

                                                       October 31,        July 31,
                                                           1996             1996
                                                       -----------      -----------
ASSETS                                                                
<S>                                                    <C>              <C>        
Current assets:                                                       
     Cash and cash equivalents                         $ 9,668,000      $ 8,929,000
     Investments                                           528,000          528,000
     Accounts receivable -                                            
         less allowance for doubtful accounts of                      
         $391,000 at October 31, 1996 and                             
         $414,000 at July 31, 1996                       8,147,000        8,499,000
     Income taxes receivable                                69,000          203,000
     Prepaid expenses and other assets                     170,000          218,000
     Deferred taxes                                        236,000          304,000
                                                       -----------      -----------
                                                                      
         Total current assets                           18,818,000       18,681,000
                                                                      
Furniture, equipment and leasehold                                    
     improvements, net                                     372,000          319,000
Excess of cost over fair value of net assets of                       
     businesses acquired, net                            2,525,000        2,557,000
Other intangible assets, net                               115,000          132,000
Deposits and other assets                                  110,000          110,000
Investment in unconsolidated investee                    2,592,000        2,622,000
                                                       -----------      -----------
         TOTAL                                         $24,532,000      $24,421,000
                                                       ===========      ===========


</TABLE>

(continued)                                                        


                  
                                       -3-

<PAGE>


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

<TABLE>
<CAPTION>
                                                     October 31,      July 31,
                                                        1996             1996
                                                    ------------    ------------
<S>                                                 <C>             <C>         
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable and accrued expenses          $  1,192,000    $  1,315,000
     Estimated third-party payor settlements             784,000       1,078,000
                                                    ------------    ------------

         Total current liabilities                     1,976,000       2,393,000
                                                    ------------    ------------

Deferred tax liability                                   514,000         524,000
                                                    ------------    ------------

         Total liabilities                             2,490,000       2,917,000
                                                    ------------    ------------

Stockholders' equity:
     Common stock, $.001 par value: authorized
     20,000,000 shares, issued 6,050,321 shares            6,000           6,000
     Additional paid-in capital                       17,660,000      17,660,000
     Retained earnings                                 5,327,000       4,789,000
                                                    ------------    ------------
                                                      22,993,000      22,455,000

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

         Total stockholders' equity                   22,042,000      21,504,000
                                                    ------------    ------------
                TOTAL                               $ 24,532,000    $ 24,421,000
                                                    ============    ============
</TABLE>


See accompanying notes to consolidated financial statements.

                  
                                       -4-

<PAGE>



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

<TABLE>
<CAPTION>

                                                    For the three months ended 
                                                            October 31,
                                                       1996           1995 
                                                    -----------    -----------
<S>                                                 <C>            <C>        
Net patient revenue                                 $ 8,686,000    $10,074,000
                                                    -----------    -----------

Operating expenses:
     Cost of revenue                                  5,691,000      6,300,000
     General and administrative                       2,069,000      2,939,000
     Amortization of intangibles                         48,000         73,000
                                                    -----------    -----------

         Total operating expenses                     7,808,000      9,312,000
                                                    -----------    -----------

Income from operations                                  878,000        762,000

Other income:
     Interest income                                    105,000        104,000
     (Loss) from equity investee                        (30,000)
                                                    -----------    -----------

Income before taxes                                     953,000        866,000

Provision for income taxes                              415,000        414,000
                                                    -----------    -----------

NET INCOME                                              538,000        452,000
                                                    -----------    -----------

Net income per share of common stock                       0.11           0.09
                                                    ===========    ===========
                                                      5,095,321      5,001,160
Weighted average shares outstanding
</TABLE>

See accompanying notes to consolidated financial statements 




                  
                                       -5-

<PAGE>



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

<TABLE>
<CAPTION>
                                                            For the three months ended October 31,
                                                            --------------------------------------
                                                                    1996          1995
                                                                -----------    -----------
Cash flows from operating activities:
<S>                                                             <C>            <C>        
     Net income                                                 $   538,000    $   452,000
     Adjustments to reconcile net income to net cash provided
     by operating activities:
        Depreciation and amortization                                76,000        124,000
        Loss from equity investee                                    30,000
        Deferred tax                                                 58,000
        Changes in operating assets and liabilities:
           Decrease (increase) in accounts receivable               352,000       (276,000)
           Decrease in income taxes receivable                      134,000        531,000
           Decrease (increase) in prepaid expenses and other
                 assets                                              48,000        (38,000)
           (Decrease) in accounts payable and accrued
                 expenses                                          (123,000)      (245,000)
           (Decrease) increase in estimated third party payor
                 settlements                                       (294,000)       498,000
                                                                -----------    -----------
                 Net cash provided by operating activities          819,000      1,046,000
                                                                -----------    -----------

Cash flows from investing activities:
     Purchase of property, plant and equipment                      (80,000)       (13,000)
     Purchase of Nurse Care, Inc., net of cash acquired                         (2,595,000)
                                                                -----------    -----------
                 Net cash (used in) investing activities            (80,000)    (2,608,000)
                                                                -----------    -----------

Cash flows from financing activities:
     Decrease in notes receivable                                                   89,000
                                                                -----------    -----------
                 Net cash provided by financing activities             --           89,000
                                                                -----------    -----------

NET INCREASE (DECREASE) IN CASH AND CASH
     EQUIVALENTS                                                    739,000     (1,473,000)

Cash and cash equivalents - beginning of period                   8,929,000      9,237,000
                                                                -----------    -----------

CASH AND CASH EQUIVALENTS-END OF PERIOD                         $ 9,668,000    $ 7,764,000
                                                                ===========    ===========

Supplemental  disclosures of cash flow information:
  Cash paid during the period for:
        Taxes                                                   $   395,000    $   298,000
        Interest                                                       --            5,000

</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-month  period ended October 31,
1996 are not necessarily  indicative of the results that may be expected for the
year ended July 31, 1997.  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, 1996.

NOTE 2 - INITIAL PUBLIC OFFERING OF SUNSTAR HEALTHCARE, INC.

             On May 21,  1996,  the initial  public  offering of common stock by
SunStar  Healthcare,  Inc.  ("SunStar") was consummated.  Prior to the offering,
SunStar had been a  wholly-owned  subsidiary  of the Company,  consisting of its
Florida outpatient medical center operations.  As a result of the offering,  the
Company currently owns 900,000 shares, or approximately  37.6%, of SunStar.  The
Company is accounting  for its  investment in SunStar using the equity method of
accounting.


                  
                                       -7-

<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  October 31, 1996,  net patient  revenue
was  $8,686,000  as compared to  $10,074,000  for the three months ended October
31,1995.  The decrease is primarily  attributable to the absence of revenue from
outpatient medical services during the three months ended October 31, 1996 (as a
result  of the  public  offering  by  SunStar  in May  1996  and  its  resulting
accounting  treatment  using the equity method) as compared with such revenue of
$1,239,000  during the three  months ended  October 31, 1995.  Revenue from home
health care services  decreased to $8,686,000 for the three months ended October
31, 1996 from  $8,835,000  for the three  months ended  October 31,  1995.  This
decrease  of  approximately  $149,000,  or  2%,  is  primarily  attributable  to
increased  competition and price pressures  incurred by Health Acquisition Corp.
from the certified  home health care agencies with which it contracts in the New
York City metropolitan area.

             Cost of revenue as a percentage of net patient revenue decreased to
66% for the three  months  ended  October 31, 1996 from 67% for the three months
ended  October  31,  1995.  This   improvement  is  primarily   attributable  to
efficiencies achieved in the operations of New England Home Care, Inc. and Nurse
Care,  Inc.  as  compared  with  the  comparable   period  of  1995.  These  two
subsidiaries of the Company were acquired in August 1995.

             General  and  administrative  expenses as a  percentage  of revenue
decreased  to 24% for the three  months  ended  October  31, 1996 to 29% for the
three months ended October 31, 1995.  This decrease is  attributable to improved
cost control  measures  implemented  in the operations of New England Home Care,
Inc.  and Nurse  Care,  Inc.,  as well as the  elimination  of all  general  and
administrative  expenses relating to outpatient  medical services as a result of
the SunStar public offering.

             Amortization  of  intangibles  decreased  to $48,000  for the three
months ended  October 31, 1996 from  $73,000 for the three months ended  October
31, 1995 as a result of certain  intangible assets from prior acquisitions being
fully amortized.

             The  Company  recorded  a loss from  equity  investee  of  $30,000,
representing  its  share of the  SunStar  net loss for the  three  months  ended
October 31, 1996.

             The Company's effective tax rate decreased to approximately 44% for
the three  months  ended  October 31, 1996 from 48% for the three  months  ended
October  31,  1995.  This  decrease  is  primarily  attributable  to the Company
changing to combined filing for state tax purposes.

             As a result of the foregoing, net income for the three months ended
October 31, 1996 was $538,000, or $.11 per share, as compared to a net income of
$452,000, or $.09 per share, for the three months ended October 31, 1995.



                                       -8-

<PAGE>



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

Financial Conditions and Capital Resources
------------------------------------------

             Current assets increased to  approximately  $18,818,000 and current
liabilities  decreased to $1,976,000,  respectively,  at October 31, 1996. These
results  increased working capital by $554,000 from $16,288,000 at July 31, 1996
to $16,842,000 at October 31, 1996 and the current ratio  increased from 7.8x at
July 31, 1996 to 9.5x at October 31, 1996. Cash and cash  equivalents at October
31, 1996 were $9,668,000 as compared with $8,929,000 at July 31, 1996.

             The Company provided net cash from operating activities of $819,000
for the three months ended  October 31, 1996 as compared to net cash provided by
operating  activities of $1,046,000 for the three months ended October 31, 1995.
This  decrease is primarily  attributable  to the  reduction in estimated  third
party  payor  settlements  at October  31,  1996 as  compared  to an increase in
estimated third party payor  settlements at October 31, 1995.  Historically, the
Company has financed  its working  capital  requirements  through cash flow from
operating activities.  Net cash used in investing activities of the three months
ended October 31, 1996 reflects the purchase of equipment.  For the three months
ended October 31, 1995, net cash used in investing  activities  consisted of the
purchase of Nurse Care, Inc. and the purchase of equipment. For the three months
ended October 31, 1996, the Company had no financing cash flow  activities.  For
the three  months  ended  October  31,  1995,  the  Company  realized  cash from
financing activities from payments received on notes receivable.

             The  Company  believes  that it has  sufficient  cash  to fund  its
operations  for at least the ensuing  twelve month period.  The Company also has
available  a  $2,000,000  secured  offering  line of credit with the Bank of New
York.  In addition,  New England Home Care,  Inc. 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 of New  York.  As of
October  31,  1996,  there were no  outstanding  balances  under  either line of
credit.  The Company also  believes that its current cash balances and available
credit will allow it to continue  to make  acquisitions  in the home health care
field without affecting its liquidity needs.


                                       -9-

<PAGE>



PART II.  OTHER INFORMATION


Item 6.   Exhibits and reports on Form 8-K

             (a)  Exhibits:

                  None.

             (b)  Reports on Form 8-K:

                  None.



                                      -10-

<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:  December  13, 1996                         /s/ Robert P. Heller
                                                 ---------------------
                                                 Robert P. Heller
                                                 Vice President of Finance,
                                                 (chief financial and 
                                                  accounting officer)