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 April 30, 2002
                                    --------------

                                       OR

|_|  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from ______________to ______________


                         Commission file number 0-12927

                         NATIONAL HOME HEALTH CARE CORP.
             ------------------------------------------------------
             (Exact name of Registrant as Specified in Its Charter)

           Delaware                                     22-2981141
-----------------------------------     ----------------------------------------
(State or Other Jurisdiction of             (IRS Employer Identification No.)
 Incorporation or Organization)

                700 White Plains Road, Scarsdale, New York 10583
             ------------------------------------------------------
             (Address of Principal Executive Offices with Zip Code)

         Registrant's Telephone Number Including Area Code: 914-722-9000
                                                            ------------


Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report.

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No __

APPLICABLE  ONLY TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDINGS  DURING  THE
PRECEDING FIVE YEARS:

Indicate  by check mark  whether  the  Registrant  has filed all  documents  and
reports  required by Section 12, 13 or 15(d) of the  Securities  Exchange Act of
1934 subsequent to the  distribution  of securities  under a plan confirmed by a
court. Yes ___ No __

APPLICABLE ONLY TO CORPORATE ISSUERS:

The  number  of  shares  of common  stock  outstanding  as of June 13,  2002 was
5,551,425.


<PAGE>


                         NATIONAL HOME HEALTH CARE CORP.

                                    FORM 10-Q

                      FOR THE QUARTER ENDED APRIL 30, 2002



PART I.        FINANCIAL INFORMATION                                       Page
                                                                           ----

Item 1.        Financial Statements

               Consolidated Balance Sheets as of April 30, 2002
               and July 31, 2001 (unaudited)                                3-4

               Consolidated Statements of Operations for the
               three months ended April 30, 2002 and April 30,
               2001 and the nine months ended April 30, 2002 and
               April 30, 2001 (unaudited)                                     5

               Consolidated Statements of Cash Flows for the nine
               months ended April 30, 2002 and April 30, 2001
               (unaudited)                                                    6

               Notes to Consolidated Financial Statements                   7-9

Item 2.        Management's Discussion and Analysis of Financial
               Condition and Results of Operations                        10-15

PART II.       OTHER INFORMATION

Item 5.        Other Information                                             15

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

SIGNATURES                                                                   16



                                       -2-
<PAGE>


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



<TABLE>
<CAPTION>
                                                                          April 30, 2002          July 31, 2001
                                                                          --------------          -------------
ASSETS

<S>                                                                          <C>                   <C>
Current assets:
     Cash and cash equivalents                                               $13,601,000           $9,082,000
     Investments                                                                  57,000               18,000
     Accounts receivable-less allowance
         for doubtful accounts of
         $712,000 and $865,000                                                16,468,000           15,983,000

     Prepaid expenses and other assets                                           833,000            1,199,000
     Income taxes receivable                                                     227,000
     Deferred taxes                                                              810,000              810,000
                                                                              ----------           ----------

         Total current assets                                                 31,996,000           27,092,000

Furniture, equipment and leasehold
     improvements, net                                                           903,000              939,000
Goodwill                                                                       7,166,000            7,166,000
Other intangible assets, net                                                   1,493,000            1,817,000
Deposits and other assets                                                        238,000              236,000
                                                                              ----------           ----------

         TOTAL                                                               $41,796,000          $37,250,000
                                                                             ===========          ===========

</TABLE>



  (continued)


                                      -3-
<PAGE>


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


<TABLE>
<CAPTION>

                                                                           April 30, 2002          July 31, 2001
                                                                           --------------          -------------


<S>                                                                           <C>                    <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable and accrued expenses                                    $   3,082,000          $  3,268,000
     Estimated third-party payor settlements                                        951,000             1,090,000
     Deferred revenue                                                               284,000               282,000
     Income taxes payable                                                             -----                26,000
                                                                              -------------          ------------

         Total current liabilities                                                4,317,000             4,666,000
                                                                              -------------          ------------

Stockholders' equity:
     Common stock, $.001 par value; authorized
          20,000,000 shares, issued 6,612,553 shares                                  6,000                 6,000
     Additional paid-in capital                                                  21,160,000            20,306,000
     Retained earnings                                                           18,981,000            14,784,000
                                                                              -------------          ------------
                                                                                 40,147,000            35,096,000

Less: treasury stock (1,325,279 and 1,310,679 shares) at cost                    (2,668,000)           (2,512,000)
                                                                              -------------          ------------

         Total stockholders' equity                                              37,479,000            32,584,000
                                                                              -------------          ------------

                      TOTAL                                                   $  41,796,000          $ 37,250,000
                                                                              =============          ============

</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 nine months ended
                                                              April 30,                                 April 30,
                                                   -----------------------------              ---------------------------
                                                     2002                2001                  2002                 2001
                                                     ----                ----                  ----                 ----

<S>                                               <C>                  <C>                    <C>             <C>
Net patient revenue                               $20,620,000          $18,944,000            $61,361,000     $54,941,000
                                                  -----------          -----------            -----------     -----------

Operating expenses:
     Cost of revenue                               13,081,000           12,302,000             38,979,000      35,908,000
     General and administrative                     5,186,000            4,477,000             15,022,000      12,975,000
     Amortization of intangibles                      136,000              244,000                409,000         711,000
     Provision for doubtful accounts                   65,000              180,000                245,000         490,000
                                                  -----------          -----------            -----------     -----------

         Total operating expenses                  18,468,000           17,203,000             54,655,000      50,084,000
                                                  -----------          -----------            -----------     -----------

Income from operations                              2,152,000            1,741,000              6,706,000       4,857,000

Other income:
     Interest income                                   48,000               59,000                170,000         137,000
                                                  -----------          -----------            -----------     -----------

Income before taxes                                 2,200,000            1,800,000              6,876,000       4,994,000

Provision for income taxes                            839,000              735,000              2,679,000       2,098,000
                                                  -----------          -----------            -----------     -----------

Net income                                         $1,361,000           $1,065,000             $4,197,000      $2,896,000
                                                  -----------          -----------            -----------     -----------

Net income per share:
     Basic                                               $.26                 $.21                   $.80            $.58
                                                  ===========          ===========            ===========     ===========

     Diluted                                             $.25                 $.20                   $.76            $.57
                                                  ===========          ===========            ===========     ===========

Weighted average shares outstanding:

     Basic                                          5,269,006            5,032,247              5,238,427       4,970,269

     Diluted                                        5,503,822            5,207,214              5,507,720       5,105,003


</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 nine months ended April 30,
                                                                                              ----------------------------------
                                                                                                2002                   2001
                                                                                                ----                   ----
<S>                                                                                            <C>                     <C>
Cash flows from operating activities:
     Net income                                                                                $4,197,000              $2,896,000
     Adjustments to reconcile net income to net cash provided by operating
     activities:
         Depreciation and amortization                                                            606,000                 886,000
         Provision for doubtful accounts, net of write-offs                                       153,000                  62,000
         Loss on sale of assets                                                                                            26,000
         Unrealized loss on investments                                                            27,000                   -----
         Tax benefit realized from the exercise of stock options by employees                     398,000                   -----
         Changes in operating assets and liabilities:
            (Increase) decrease in assets:
              Accounts receivable                                                                (638,000)               (601,000)
              Prepaid expenses and other current assets                                           364,000                 107,000
              Income taxes receivable                                                            (253,000)                (11,000)
            Increase (decrease) in liabilities:
              Accounts payable, accrued expenses and other liabilities                           (186,000)              1,018,000
              Deferred revenue                                                                      2,000                   -----
              Estimated third-party payor settlements                                            (139,000)              1,469,000
                                                                                           ---------------          ----------------
                  Net cash provided by operating activities                                     4,531,000               5,852,000
                                                                                           ---------------          ----------------
Cash flows from investing activities:
     Purchase of investments                                                                      (66,000)                  -----
     Purchase of property, plant and equipment                                                   (161,000)               (412,000)
     Purchase of assets of business                                                               (85,000)             (1,733,000)
     Proceeds from sale of assets                                                                   -----                  22,000
                                                                                           ---------------          ----------------
                  Net cash (used in) investing activities                                        (312,000)             (2,123,000)
                                                                                           ---------------          ----------------
Cash flows from financing activities:
     Proceeds from exercise of stock options                                                      456,000                  26,000
     Purchase of treasury shares                                                                 (156,000)               (164,000)
                                                                                           ---------------          ----------------
                  Net cash provided by (used in) financing activities                             300,000                (138,000)
                                                                                           ---------------          ----------------

Net increase in cash and cash equivalents                                                       4,519,000               3,591,000

Cash and cash equivalents - beginning of period                                                 9,082,000               4,856,000
                                                                                           ---------------          ----------------
Cash and cash equivalents - end of period
                                                                                              $13,601,000              $8,447,000
                                                                                           ===============          ================
Supplemental disclosures of cash flow information:
     Cash paid during the period for:
         Taxes                                                                                 $2,533,000              $2,127,000
         Interest                                                                                  $8,000                   -----
</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 nine month  periods  ended
April  30,  2002  are not  necessarily  indicative  of the  results  that may be
expected for the year ending July 31, 2002.  For further  information,  refer to
the  consolidated  financial  statements and footnotes  thereto  included in the
Company's annual report on Form 10-K for the year ended July 31, 2001.

NOTE 2 - SUNSTAR HEALTHCARE, INC.

     SunStar Healthcare,  Inc.  ("SunStar") became a publicly traded corporation
in May 1996.  SunStar,  formerly a wholly-owned  subsidiary of the Company,  had
comprised the Company's Florida  outpatient  medical center  operations.  In May
1996,  SunStar completed its initial public offering following a complete change
in  management  and the adoption of a business  plan by new  management  for the
establishment of a health maintenance organization.  As a result, SunStar was no
longer  consolidated with the Company for accounting  purposes.  The Company had
utilized the equity  method of  accounting  for its  investment  in SunStar.  In
February  2000,  SunStar's sole operating  subsidiary  effectively  discontinued
operations.  As of April 30, 2002, the Company's ownership percentage of SunStar
was 21.6% and the value of the Company's investment was $0.

NOTE 3 - ACQUISITIONS

     On August  25,  2000,  the  Company  acquired,  through  Accredited  Health
Services,  Inc., a New Jersey subsidiary,  certain assets of Health Force Owned,
Ltd. and its affiliates ("Health Force"). Health Force's operations included the
provision  of home  health  aide and skilled  nursing  services in northern  and
central  New  Jersey.  The  purchase  price of  $1,822,000  in  cash,  including
acquisition costs of $42,000, was generated from internal funds. The acquisition
was  accounted for as a purchase.  The  acquisition  complemented  the Company's
existing  operations  in New Jersey and also  expanded  its  services to include
skilled nursing.


                                      -7-
<PAGE>


NOTE 4 - PER SHARE DATA

<TABLE>
<CAPTION>
                                                                    For the three months ended
                                                                            April 30,
                                            ------------------------------------------------------------------------
                                                            2002                                 2001
                                                            ----                                 ----

                                                    Income            Shares           Income               Shares
Basic EPS:
<S>                                               <C>               <C>              <C>                  <C>
        Net income                                $1,361,000        5,269,006        $1,065,000           5,032,247
Effect of dilutive securities -
common stock options                                   -----          234,816             -----             174,967
                                                  ----------        ---------        ----------           ---------

Diluted EPS                                       $1,361,000        5,503,822        $1,065,000           5,207,214
                                                  ==========        =========        ==========           =========


                                                                    For the nine months ended
                                                                            April 30,
                                            ------------------------------------------------------------------------
                                                            2002                                 2001
                                                            ----                                 ----

                                                 Income             Shares             Income            Shares
Basic EPS:
        Net income                                $4,197,000        5,238,427        $2,896,000          4,970,269
Effect of dilutive securities -
common stock options                                   -----          269,293             -----            134,734
                                                  ----------        ---------        ----------          ---------

Diluted EPS                                       $4,197,000        5,507,720        $2,896,000          5,105,003
                                                  ==========        =========        ==========          =========

</TABLE>

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

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

     SFAS No.  142  requires,  among  other  things,  that  companies  no longer
amortize  goodwill,  but instead test goodwill for impairment at least annually.
In addition,  SFAS No. 42 requires that the Company identify reporting units for
the purpose of assessing potential future impairments of goodwill,  reassess the
useful  lives  of  other  existing  recognized   intangible  assets,


                                      -8-
<PAGE>

and cease amortization of intangible assets with an indefinite useful life.

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

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

<TABLE>
<CAPTION>
                                                                      For the three months ended April 30,
                                                                      ------------------------------------
                                                                         2002                      2001
                                                                         ----                      ----

<S>                                                                   <C>                       <C>
Reported net income                                                   $1,361,000                $1,065,000
     Add back: Amortization of goodwill                                    -----                   108,000
                                                                      ----------                ----------

Net income, as adjusted                                               $1,361,000                $1,173,000
                                                                      ==========                ==========

Basic earnings per share:
     Reported net income                                                    $.26                      $.21
     Amortization of goodwill                                              -----                      $.02
                                                                      ----------                ----------

Basic earnings per share, as adjusted                                       $.26                      $.23
                                                                      ==========                ==========

Diluted earnings per share:
     Reported net income                                                    $.25                      $.20
     Amortization of goodwill                                              -----                      $.02
                                                                      ----------                ----------

Diluted earnings per share, as adjusted                                     $.25                      $.22
                                                                      ==========                ==========


                                                                       For the nine months ended April 30,
                                                                       -----------------------------------
                                                                         2002                      2001
                                                                         ----                      ----

Reported net income                                                   $4,197,000                $2,896,000
     Add back: Amortization of goodwill                                    -----                   219,000
                                                                      ----------                ----------

Net income, as adjusted                                               $4,197,000                $3,115,000
                                                                      ==========                ==========

Basic earnings per share:
     Reported net income                                                    $.80                      $.58
     Amortization of goodwill                                              -----                      $.06
                                                                      ----------                ----------

Basic earnings per share, as adjusted                                       $.80                      $.64
                                                                      ==========                ==========

Diluted earnings per share:
     Reported net income                                                    $.76                      $.57
     Amortization of goodwill                                               ----                      $.06
                                                                      ----------                ----------
Diluted earnings per share, as adjusted                                     $.76                      $.63
                                                                      ==========                ==========

</TABLE>

                                      -9-
<PAGE>

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


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

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

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

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

     Under the Act, Medicare home care reimbursement changes were scheduled in
two phases. A temporary or interim payment system ("IPS") took effect for cost
reports beginning on or after October 1, 1997. Under IPS, home health care
providers were reimbursed the lower of (i) their actual costs, (ii) cost limits
based on 105% of median costs of freestanding home health agencies or (iii) an
agency-specific per patient cost limit, based on 98% of 1994 costs adjusted for
inflation. Under IPS, most Medicare providers were reimbursed under an
agency-specific per patient cost limit. Prior to the implementation of IPS,
Medicare reimbursed providers on a reasonable cost basis subject to
program-imposed cost per visit limitations. Effective October 1, 2000, under the
prospective payment system, the last remaining phase under the Act, Medicare now
reimburses providers a predetermined base payment. The payment is adjusted for
the health condition and care needs of the beneficiary and is also adjusted for
the geographic differences in wages across the country. Medicare provides home
health agencies with payments for 60-day "episodes of care". The 60-day episode
is the basic unit of payment. The 60-day episode

                                      -10-
<PAGE>

coordinates with the 60-day physician re-certification of the plan of care and
with the 60-day reassessment of the patient using the Outcomes and Assessment
Information Set ("Oasis"). Oasis is the outcome study that Medicare utilized
over a two-year period to determine the amount of reimbursement to providers for
each 60-day episode.

     As a result of the changes to Medicare reimbursement imposed by the Act,
the Company experienced a decline in revenue from its Medicare certified nursing
agency. In addition, the Company's operations in New York and New Jersey are
dependent upon referrals, primarily from Medicare certified home health care
agencies, whose future reimbursement may be adversely affected. Accordingly,
there can be no assurance that the Company's future referrals will not result in
reduced reimbursement rates or reduced volume in business. To date, the impact
of the change to the prospective payment system has not had a material effect on
the Company's operations.

     Results of Operations and Effects of Inflation
     ==============================================

     Three Months Ended April 30, 2002 Compared to Three Months Ended
     ----------------------------------------------------------------
     April 30, 2001
     --------------


     For the three months ended April 30, 2002, net patient revenue increased
$1,676,000 or 8.9%, to $20,620,000 from $18,944,000 for the three months ended
April 30, 2001. This increase is primarily attributable to the expansion of
operations in Connecticut, in which net patient revenue increased $1,201,000. In
addition, the Company had increases in net patient revenue of $160,000 and
$315,000, respectively, in the states of New Jersey and New York. The increase
in the state of New York is partially attributable to Impressive Staffing Corp.
("Impressive"), a newly formed subsidiary of Health Acquisition Corp. that is
engaged in the staffing of nurses and related personnel to hospitals, nursing
homes and facilities. This new subsidiary was formed in January 2002 and
commenced operations in February 2002.

     Gross profit margin increased to 36.6% for the three months ended April 30,
2002 from 35.1% for the three months ended April 30, 2001. This increase is
primarily attributable to increases in Medicaid reimbursement rates in both
Connecticut and New Jersey in the current three-month period. The Company did
not experience any such increase in reimbursement rates in New York.

     General and administrative expenses increased $709,000, or 15.8%, to
$5,186,000 for the three months ended April 30, 2002 from $4,477,000 for the
three months ended April 30, 2001. This increase is primarily attributable to
additional administrative personnel and occupancy related costs incurred in
connection with the expansion of operations in Connecticut and New Jersey and
the additional administrative expenses incurred with startup costs for
Impressive. As a percentage of net patient revenue, general and administrative
expenses increased to 25.2% for the three months ended April 30, 2002 from 23.6%
for the three months ended April 30, 2001.

     Amortization of intangibles decreased $108,000, or 44.3%, to $136,000 for
the three months ended April 30, 2002 from $244,000 for the three months ended
April 30, 2001. This



                                      -11-
<PAGE>

decrease is attributable to the Company adopting SFAS No. 141 and 142 in the
current fiscal year.

     The Company recorded a bad debt provision of $65,000 for the three months
ended April 30, 2002, as compared to $180,000 for the three months ended April
30, 2001. The Company reserved against its accounts receivable in the previous
year as a result of the Company entering into contracts with many new payor
sources over the past two years.

     As a result of the foregoing, income from operations increased $411,000, or
23.6%, to $2,152,000 for the three months ended April 30, 2002 from $1,741,000
for the three months ended April 30, 2001.

     Interest income increased $11,000, or 18.6%, to $48,000 for the three
months ended April 30, 2002 from $59,000 for the three months ended April 30,
2001. Although the Company has generated higher cash balances over the past
year, the decline in interest rates has reduced the Company's interest income.

     The Company's effective tax rate decreased to 38.1% for the three months
ended April 30, 2002 from 40.8% for the three months ended April 30, 2001. This
decrease is attributable to a decline in state income taxes and an increase in
work opportunity tax credits.

     Net income increased $296,000, or 27.8%, to $1,361,000, or $.25 per share,
in the three months ended April 30, 2002 from $1,065,000, or $.20 per share, in
the three months ended April 30, 2001. This increase and the increase in net
patient revenue over the periods, as well as over other recent periods, is
attributable principally to the Company's expansion of its operations through
penetrations of markets vacated by competitors and the successful integration of
the Company's acquisitions over the past two years. Such increases would not be
expected to continue at the same rate, if it all, in the absence of future such
acquisitions or market penetrations, as to which there can be no assurance.

     Nine Months Ended April 30, 2002 Compared to Nine Months Ended
     --------------------------------------------------------------
     April 30, 2001
     --------------


     For the nine months ended April 30, 2002, net patient revenue increased
$6,420,000, or 11.7%, to $61,361,000 from $54,941,000 for the nine months ended
April 30, 2001. This increase is primarily attributable to the expansion of
operations in Connecticut, in which net patient revenue increased $4,761,000. In
addition, the Company had increases in net patient revenue of $797,000 and
$862,000, respectively, in the states of New Jersey and New York.

     Gross profit margin increased to 36.5% for the nine months ended April 30,
2002 from 34.6% for the nine months ended April 30, 2001. This increase is due
principally to increased business in Connecticut, where the Company has higher
margin business as well as increases in Medicaid reimbursement rates in both
Connecticut and New Jersey in the current nine-month period. The Company did not
experience any such increase in reimbursement rates in New York.



                                      -12-
<PAGE>

     General and administrative expenses increased $2,047,000, or 15.8%, to
$15,022,000 for the nine months ended April 30, 2002 from $12,975,000 for the
nine months ended April 30, 2001. This increase is primarily attributable to
additional administrative personnel and occupancy related costs incurred in
connection with the expansion of operations in Connecticut and New Jersey and
the additional administrative expenses incurred with startup costs for
Impressive. As a percentage of net patient revenue, general and administrative
expenses increased slightly to 24.5% for the nine months ended April 30, 2002
from 23.6% for the nine months ended April 30, 2001.

     Amortization of intangibles decreased $302,000, or 42.5%, to $409,000 for
the nine months ended April 30, 2002 from $711,000 for the nine months ended
April 30, 2001. This decrease is attributable to the Company adopting SFAS No.
141 and 142 in the current fiscal year.

     The Company recorded a bad debt provision of $245,000 for the nine months
ended April 30, 2002, as compared to $490,000 for the nine months ended April
30, 2001. This increase is explained in the above three-month discussion.

     As a result of the foregoing, income from operations increased $1,849,000,
or 38.1%, to $6,706,000 for the nine months ended April 30, 2002 from $4,994,000
for the nine months ended April 30, 2001.

     Interest income increased $33,000, or 24.1%, to $170,000 for the nine
months ended April 30, 2002 from $137,000 for the nine months ended April 30,
2001. This increase is attributable to the Company generating higher cash
balances over the past fiscal year. Although the Company has generated higher
cash balances over the periods, the decline in interest rates has substantially
reduced the Company's ability to maximize interest income.

     The Company's effective tax rate decreased to 39.0% for the nine months
ended April 30, 2002 from 42.0% for the nine months ended April 30, 2001. This
decrease is explained in the above three-month discussion.

     Net income increased $1,301,000, or 44.9%, to $4,197,000, or $.76 per
share, in the nine months ended April 30, 2002 from $2,896,000, or $.57 per
share, in the nine months ended April 30, 2001. This increase and the increase
in net patient revenue over the periods, as well as over other recent periods,
is attributable principally to the Company's expansion of its operations through
penetrations of markets vacated by competitors and the successful integration of
the Company's acquisitions over the past two years. Such increases would not be
expected to continue at the same rate, if it all, in the absence of future such
acquisitions or market penetrations, as to which there can be no assurance.

     The rate of inflation had no material effect on operations for the nine
months ended April 30, 2002.


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<PAGE>


     Financial Condition and Capital Resources
     =========================================

     Current assets increased to $31,996,000 and current liabilities decreased
to $4,317,000, respectively, at April 30, 2002. This resulted in an increase in
working capital of $5,253,000 from $22,426,000 at July 31, 2001 to $27,679,000
at April 30, 2002. Cash and cash equivalents increased $4,519,000, to
$13,601,000 at April 30, 2002 from $9,082,000 at July 31, 2001. This increase in
cash and working capital is primarily attributable to the net cash provided by
operating activities.

     The Company provided net cash from operating activities of $4,531,000 for
the nine months ended April 30, 2002 as compared to cash provided by operating
activities of $5,852,000 for the nine months ended April 30, 2001. The decrease
in cash provided by operating activities of ($1,321,000), or (22.6%), is
attributable to an increase in operating cash flow of $1,511,000, offset by a
net increase in operating assets of ($22,000) and a net decrease in operating
liabilities of ($2,810,000) over the comparable period for the nine months ended
April 30, 2001. Net cash used in investing activities for the nine months ended
April 30, 2002, consisted of the purchase of investments, equipment and assets
of businesses. The net cash used in investing activities for the nine months
ended April 30, 2001 consisted of the purchase of assets of Health Force and
equipment, offset by the sale of assets. Net cash provided by financing
activities for the nine months ended April 30, 2002 consisted of the proceeds
from the exercise of stock options, offset by the purchase of treasury shares.
Net cash used in financing activities for the nine months ended April 30, 2001
consisted of the proceeds from the exercise of stock options, offset by the
purchase of treasury shares.

     The nature of the Company's business requires weekly payments to health
care personnel at the time services are rendered. The Company typically receives
payment for these services on a basis of 90 to 120 days with respect to
contracted and insurance business and 15 to 45 days with respect to certain
governmental payors, such as Medicare and Medicaid programs. Accounts receivable
turnover was 76 days at April 30, 2002 as compared to 82 days at April 30, 2001.

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

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

     In October 2001, the Board of Directors extended for one year its program
to repurchase its Common Stock. Purchases in the aggregate amount of up to
$1,000,000 in purchase price during the one-year extension would be made from
time to time in the open market and through



                                      -14-
<PAGE>

privately negotiated transactions, subject to general market and other
conditions. The buyback program will be financed out of existing cash or cash
equivalents.

PART II.   OTHER INFORMATION

Item 5.    Other Information

     On April 25, 2002, the Company's Board of Directors declared a 5% stock
dividend payable on May 17, 2002 to stockholders of record as of May 10, 2002. A
total of 264,211 shares of common stock were issued in connection with the
dividend.

Item 6.    Exhibits and reports on Form 8-K

           (a)   Exhibits:

                 None

           (b)   Reports on Form 8-K

                 None



                                      -15-
<PAGE>


                                   SIGNATURES
                                   ----------


     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, 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:  June 13, 2002            /s/ Robert P. Heller
                                ------------------------------------------------
                                Robert P. Heller
                                Vice President of Finance and Chief Financial
                                Officer
                                (chief financial and accounting officer)






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