EXHIBIT 31.2

                     RULE 13a-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 designated  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.

Date:  December 14, 2004

                                       /s/ Robert P. Heller
                                       -----------------------------------------
                                       Robert P. Heller
                                       Vice President of Finance, Chief
                                       Financial Officer and Treasurer




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