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, 2000
                                    ----------------

                                       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 14,  2000 was
5,010,858.


<PAGE>


                         NATIONAL HOME HEALTH CARE CORP.

                                    FORM 10-Q

                     FOR THE QUARTER ENDED JANUARY 31, 2000

<TABLE>
<CAPTION>

PART I.       FINANCIAL INFORMATION                                                            Page

Item 1.       Financial Statements
<S>          <C>                                                                              <C>
              Consolidated Balance Sheets as of January 31, 2000
                   and July 31, 1999 (unaudited)                                               3-4

              Consolidated Statements of Operations for the three months ended
                   January 31, 2000 and January 31, 1999 and the six months
                   ended January 31, 2000 and January 31, 1999 (unaudited)                      5

              Consolidated Statements of Cash Flows for the six months ended
                   January 31, 2000 and January 31, 1999 (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 1.       Legal Proceedings                                                                 16

Item 4.       Submission of Matters to a Vote of Security Holders                               16

Item 6.       Exhibits and Reports on Form 8-K                                                  16

SIGNATURES                                                                                      18

</TABLE>


                                      -2-
<PAGE>

<TABLE>
<CAPTION>


                NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                    UNAUDITED
                                                                            January 31, 2000              July 31, 1999
                                                                            ----------------              -------------
ASSETS
<S>                                                                         <C>                          <C>
Current assets:
     Cash and cash equivalents                                                      $4,527,000                 $7,442,000
     Investments                                                                        18,000                    178,000
     Accounts receivable - less allowance for doubtful
         accounts of $609,000 at January 31, 2000 and
         $392,000 at July 31, 1999                                                  14,767,000                 10,459,000
     Income taxes receivable                                                          ----                        110,000
     Prepaid expenses and other assets                                                 364,000                    181,000
     Deferred taxes                                                                    417,000                    417,000
                                                                                  ------------               ------------

         Total current assets                                                       20,093,000                 18,787,000

Furniture, equipment and leasehold
     improvements, net                                                                 814,000                    543,000
Excess of cost over fair value of net assets of
     businesses acquired, net                                                        7,197,000                  5,334,000
Other intangible assets, net                                                         1,101,000                  1,239,000
Deposits and other assets                                                              181,000                    189,000
                                                                                  ------------               ------------
                  TOTAL                                                            $29,386,000                $26,092,000
                                                                                   ===========                ===========
</TABLE>


(continued)


                                      -3-
<PAGE>

                NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                    UNAUDITED
<TABLE>
<CAPTION>

                                                                                 January 31, 2000          July 31, 1999
                                                                                 ----------------         --------------
LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                                             <C>                      <C>
 Current liabilities:
     Accounts payable and accrued expenses                                           $1,801,000                 $1,079,000
     Estimated third-party payor settlements                                            224,000                   ---
     Income taxes payable                                                               102,000                   ---
                                                                                    -----------                 ----------

          Total current liabilities                                                   2,127,000                  1,079,000
                                                                                    -----------                 ----------
Stockholders' equity:
     Common stock, $.001 par value; authorized 20,000,000 shares, issued
       6,228,746 shares                                                                   6,000                      6,000
     Additional paid-in capital                                                      18,525,000                 18,525,000
     Retained earnings                                                               10,733,000                  8,183,000
                                                                                     ----------                 ----------

                                                                                     29,264,000                 26,714,000

     Less treasury stock (1,202,578 and 1,124,936 shares) at cost                    (2,005,000)                (1,701,000)
                                                                                     -----------                -----------

          Total stockholders' equity                                                 27,259,000                 25,013,000
                                                                                     ----------                 ----------

                    TOTAL                                                           $29,386,000                $26,092,000
                                                                                    ===========                ===========


</TABLE>

See accompanying notes to consolidated financial statements.


                                      -4-
<PAGE>


<TABLE>
<CAPTION>
                NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                    UNAUDITED

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

                                                 2000              1999               2000                1999
                                                 ----              ----               ----                ----
<S>                                            <C>            <C>                  <C>                <C>
Net patient revenue                             $15,041,000    $10,022,000          $24,535,000        $19,227,000
                                                -----------    -----------          -----------        -----------
Operating expenses:
    Cost of revenue                               9,443,000      6,661,000           15,769,000         12,646,000
    General and administrative                    3,893,000      2,640,000            6,288,000          4,926,000
    Bad debt expense                                235,000            ---              235,000                ---
    Amortization of intangibles                     167,000        142,000              309,000            267,000

          Total operating expenses               13,738,000      9,443,000           22,601,000         17,839,000
                                                -----------    -----------          -----------        -----------

Income from operations                            1,303,000        579,000            1,934,000          1,388,000

Other income (loss):
    Interest income                                  36,000         76,000              121,000            195,000
    Gain resulting from sale of
      subsidiary stock                              659,000            ---            1,602,000                ---
    (Loss) from equity investee                     ---           (324,000)             ---               (674,000)
                                                -----------    -----------          -----------        -----------
Income before taxes                               1,998,000        331,000            3,657,000            909,000

Provision for income taxes                          539,000        246,000            1,107,000             38,000
                                                -----------    -----------          -----------        -----------

NET INCOME                                       $1,459,000        $85,000           $2,550,000           $271,000
                                                ============  ============       ==============     ==============
Net income per share:
    Basic
                                                      $0.29         $0.02                 $0.50             $0.05
                                                ============  ============       ==============     ==============

                                                      $0.29         $0.02                 $0.50             $0.05
                                                ============  ============       ==============     ==============
Weighted average shares outstanding:
    Basic                                         5,045,261      5,186,272            5,063,518          5,192,382

    Diluted                                       5,051,394      5,264,730            5,069,822          5,265,243

</TABLE>


See accompanying notes to consolidated financial statements.


                                      -5-
<PAGE>

<TABLE>
<CAPTION>

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

                                                                                  For the six months ended January 31,
                                                                                  ------------------------------------
                                                                                      2000                      1999
                                                                                      ----                      ----
Cash flows from operating activities:
<S>                                                                            <C>                       <C>
   Net income                                                                      $2,550,000                  $271,000
   Adjustments  to  reconcile  net  income  to net cash  provided  by (used  in)
   operating activities:
      Depreciation and amortization                                                   413,000                   329,000
      Gain resulting from sale of subsidiary stock                                 (1,602,000)                      ---
      Provisions for doubtful accounts                                                235,000                       ---
      Loss from equity investee                                                           ---                   674,000
      Changes in:
         Accounts receivable                                                       (2,058,000)               (1,589,000)
         Income taxes receivable/payable                                               (8,000)                 (157,000)
         Prepaid expenses and other assets                                           (191,000)                  (66,000)
         Accounts payable, accrued expenses and other liabilities                     722,000                   240,000
         Estimated third party payor settlements                                      224,000                   (93,000)
                                                                                -------------              -------------
               Net cash provided by (used in) operating activities                    285,000                  (391,000)
                                                                                -------------               ------------
Cash flows from investing activities:
   Proceeds from sale of subsidiary stock                                           1,602,000                       ---
   Proceeds of investments                                                            160,000                   170,000
   Purchase of property, plant and equipment                                         (168,000)                  (62,000)
   Purchase of assets of business                                                  (4,490,000)               (1,913,000)
   Purchase of Accredited Health Services, Inc. net of cash acquired                      ---                (1,701,000)
                                                                                -------------               ------------
              Net cash (used in) investing activities                              (2,896,000)               (3,506,000)
                                                                                -------------               ------------
Cash flows from financing activities:
   Purchase of treasury shares                                                       (304,000)                 (137,000)
   Repayment of notes payable
                                                                                          ---                  (421,000)
                                                                                -------------               ------------
              Net cash (used in) financing activities                                (304,000)                 (558,000)
                                                                                -------------               ------------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS                                        (2,915,000)               (4,455,000)

Cash and cash equivalents - beginning of period                                     7,442,000                10,992,000
                                                                                -------------               ------------

CASH AND CASH EQUIVALENTS-END OF PERIOD                                            $4,527,000                $6,537,000
                                                                                =============               ===========

Supplemental disclosures of cash flow information:
     Cash paid during the period for:
        Taxes                                                                        $894,000                  $946,000
        Interest                                                                        1,000                     1,000
</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, 2000 are not  necessarily  indicative  of the  results  that may be
expected for the year ending July 31, 2000.  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, 1999.


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. SunStar, formerly a wholly
owned subsidiary of the Company,  had comprised the Company's Florida outpatient
medical  center  operations.  During the six months ended January 31, 2000,  the
Company  sold  259,510  shares of  SunStar  with  sales  proceeds  approximating
$1,602,000.  The Company currently owns approximately 21.6% of SunStar,  and has
been utilizing the equity method of accounting for its investment in SunStar. As
of January 31, 2000,  the Company's  carrying value of its investment in SunStar
is $0.

              On February 2, 2000,  SunStar issued a press release  stating that
the Florida Department of Insurance had taken over SunStar's main subsidiary due
to  significant  deficiencies  in  statutory  capital  and  would  liquidate  it
immediately thereafter.


NOTE 3 - ACQUISITIONS

              On  August  10,  1998  the  Company,   through  its  wholly  owned
subsidiary  Health  Acquisition  Corp.  ("Health  Acquisition"),  acquired,  for
$1,943,000 in cash,  including  acquisition  costs of $8,000,  certain assets of
Bryan  Employment  Agency,  Inc.,  d/b/a Bryan Home Care  Services  ("Bryan Home
Care"),  a New York licensed  home health care company which  provides home care
services in Westchester County, New York. The acquisition was accounted for as a
purchase  and the cost was  allocated as follows:  $285,000 to personnel  files,
$285,000 to patient  files,  $30,000 to  furniture  and  equipment,  $200,000 to
covenant not to compete and $1,143, 000 to excess of cost over fair value of net
assets of business  acquired.  The purchase  price was  generated  from internal
funds of the Company.  The acquisition  expanded the geographic


                                      -7-
<PAGE>

presence of the Company and enabled Health Acquisition to become a participating
provider  in the  Westchester  County  Department  of Social  Services  Medicaid
program.  Annual  revenues for Bryan Home Care  approximated  $5,700 in calendar
1997.

              On November 1, 1998, the Company  acquired all of the  outstanding
common shares of Accredited Health Services, Inc. ("Accredited").  Accredited is
a licensed  home health care company that  provides home health aide services in
Bergen, Hudson,  Passaic, Essex, Morris, Union, Somerset and Middlesex Counties,
New Jersey.  The purchase price of approximately  $1,949,000 in cash,  including
acquisition costs of $85,000,  was generated from internal funds of the Company.
The  acquisition  was  accounted for as a purchase.  The  allocation of purchase
price was as follows:  $1,119,000 to total current assets,  $59,000 to furniture
and equipment,  $40,000 to other assets,  $550,000 to total current liabilities,
$4,000 to other  liabilities and $1,285,000 to the excess of purchase price over
the  fair  value of  assets  acquired.  Revenues  from  Accredited  approximated
$5,300,000 for the fiscal year ended March 31, 1998.

              On November 1, 1999,  the Company  acquired,  through wholly owned
subsidiaries  in  Connecticut,  certain  assets  of  Optimum  Care  Services  of
Connecticut,  Inc.,  Optimum Home Health of  Connecticut,  Inc. and Optimum Home
Care of Connecticut,  Inc. (together,  the "Optimum Entities").  The assets were
acquired  from a  court-appointed  Chapter 7  Trustee  for a  purchase  price of
$4,490,000 in cash,  including  acquisition  costs of $90,000,  which amount was
generated  from  internal  funds of the Company.  The final  purchase  price was
determined  through an auction process conducted at the United States Bankruptcy
Court for the District of  Massachusetts.  The assets acquired included certain,
but not all,  machinery,  equipment  intangibles and accounts receivable and the
purchase  price was  allocated as follows:  $2,250,000  to accounts  receivable,
$250,000 to furniture and  equipment and  $2,035,000 to excess of cost over fair
value of net assets of the business  acquired.  The acquisition  represented the
Company's opportunity to expand its Connecticut operations into additional areas
in the state.  The Company is operating the acquired  assets under the Company's
pre-existing  subsidiary  in  Connecticut,  New England  Home Care,  Inc.  ("New
England"),  and a recently formed subsidiary,  Connecticut  Staffing Works Corp.
("Ct. Staffing").

              The Optimum Entities had been engaged in the business of providing
home health care,  staffing  and related  services in  Connecticut,  including a
Medicare  certified  and  licensed  home  health  care  agency and an  affiliate
providing staffing services.


                                      -8-
<PAGE>


NOTE 4 - PER SHARE DATA
<TABLE>
<CAPTION>

                                                                   For the three months ended
                                                                            January 31,
                                              ------------------------------------------------------------------------
                                                            2000                                  1999
                                                            ----                                  ----
                                                  Income             Shares            Income              Shares
<S>                                             <C>               <C>               <C>                  <C>
Basic EPS:
       Net income                                  $1,459,000         5,045,261           $85,000           5,186,272
Effect of dilutive securities -
       common stock options                             ---               6,133             ---                78,848
                                                   ---------          ---------          --------          ---------

Diluted EPS                                        $1,459,000         5,051,394           $85,000           5,264,730
                                                   ==========         ==========         ========          ==========


                                                                     For the six months ended
                                                                            January 31,
                                              ------------------------------------------------------------------------
                                                            2000                                  1999
                                                            ----                                  ----
                                                  Income             Shares            Income              Shares
Basic EPS:
       Net income                                 $2,550,000         5,063,518         $271,000              5,192,382
Effect of dilutive securities -
       common stock options                            ---               6,304            ---                   72,861
                                                   ---------         ---------         --------            -----------
Diluted EPS                                       $2,550,000         5,069,822         $271,000              5,265,243
                                                  ==========         ==========        ========            ===========


</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, 1999.

              This  discussion  contains  forward-looking  statements  that  are
subject to a number of known and  unknown  risks  that,  in  addition to general
economic, competitive and other business conditions, could cause actual results,
performance  and  achievements  to differ  materially  from those  described  or
implied in the forward-looking statements.

              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.  These  factors,  as well as future
changes in  reimbursement,  could cause future results to differ materially from
historical results.

              The  Balanced  Budget Act of 1997,  as amended  (the  "Act"),  was
signed into law on August 5, 1997. Under the Act, for cost reports  beginning on
or after October 1, 1997, Medicare-reimbursed home health agencies are currently
reimbursed  under an interim  payment system ("IPS") for a two-year period prior
to the  implementation of a prospective  payment system.  Under IPS, home health
care  providers are  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.  Prior to the implementation of IPS, Medicare reimbursed
providers on a reasonable cost basis subject to  program-imposed  cost per visit
limitations. The Act calls for payments to Medicare providers for cost reporting
periods  beginning on or after October 1, 2000 to be made in  accordance  with a
prospective  payment system to be established by the Secretary of the Department
of Health and Human Services.

              The  new  IPS  cost   limits   were   applied  to  the   Company's
Connecticut-based  Medicare  certified  nursing  agency  for the cost  reporting
period beginning July 1, 1998. The Company determined that these new limits will
reduce reimbursement for the Medicare services it provides.  Accordingly, in May
1998 the Company  combined its operations in Connecticut by merging its Medicare
certified subsidiary with its licensed agency subsidiary to increase operational
efficiencies.

              The  implementation  of IPS has resulted in a decrease in Medicare
reimbursement  from the Company's  Medicare  certified 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 reimbursement
has been  adversely  affected.  Accordingly,  there can


                                      -10-
<PAGE>

be no assurance that the Company's  future  referrals will not result in reduced
reimbursement rates or reduced volume of business.

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

Three Months Ended  January 31, 2000  Compared to Three Months Ended January 31,
1999

              For the three months ended January 31, 2000,  net patient  revenue
increased  $5,019,000,  or 50%, to $15,041,000  from  $10,022,000  for the three
months ended January 31, 1999.  This increase is  attributable  to $5,648,000 of
net patient revenue  realized from the expansion of the Company's  operations in
Connecticut  through  the  opportunity  represented  by the  liquidation  of the
Optimum  Entities,  the acquisition on November 1, 1999 of certain assets of the
Optimum Entities from the bankruptcy  trustee and the successful  penetration of
the available market share, offset by the decline in the same source net patient
revenue of ($629,000).  As a result of such expansion,  net patient revenue from
New England, the subsidiary that is Medicare certified and licensed in the State
of Connecticut,  increased  $4,348,000,  or 182.8%,  to $6,726,000 for the three
months ended January 31, 2000 from $2,378,000 for the three months ended January
31,  1999.  Also as a result of such  expansion,  net patient  revenue  from Ct.
Staffing,  the Company's new subsidiary that provides  supplemental  staffing in
the state of  Connecticut,  generated net patient  revenue of $1,300,000 for the
three months ended January 31, 2000 as compared to $0 for the three months ended
January 31, 1999. Over the periods, net patient revenue from Health Acquisition,
the subsidiary  providing home health care services in the New York metropolitan
area,  decreased  ($435,000) or (6.9%),  to  $5,877,000  from  $6,312,000.  This
decrease is attributable to the continued  decline in hours, and, in some cases,
a decrease in reimbursement  rates from the Medicare  certified home health care
agencies  that  Health   Acquisition   contracts   with,  as  a  result  of  the
implementation  of IPS. Over the periods,  net patient revenue from  Accredited,
the  subsidiary  providing home health care services in the state of New Jersey,
decreased ($194,000), or (14.6%) to $1,138,000 from $1,332,000. This decrease is
attributable to both the decline in hours from the Medicare  certified  agencies
that Accredited contracts with, along with the shortage of available home health
aide workers to staff cases.

              Cost of revenue as a percentage of net patient  revenue  decreased
to 62.8% for the three  months  ended  January 31, 2000 from 66.5% for the three
months  ended  January 31, 1999.  This  decrease is  attributable  to the higher
reimbursement  rates  generated  from the expansion  into the market  previously
served by the Optimum Entities.

              General  and  administrative  expenses  increased  $1,253,000,  or
47.5%, to $3,893,000 for the three months ended January 31, 2000 from $2,640,000
for the three months ended January 31, 1999.  This increase is  attributable  to
additional general and  administrative  expenses incurred in connection with the
expansion  into the  market  previously  served by the  Optimum  Entities.  As a
percentage of net patient revenue, general and administrative expenses decreased
to 25.6% for the three  months  ended  January 31, 2000 from 26.3% for the three
months ended January 31, 1999.


                                      -11-
<PAGE>

              The Company  recorded a provision  of $235,000 in bad debt expense
for the three  months  ended  January  31,  2000 as compared to $0 for the three
months ended January 31, 1999. As the Company does not have experience with many
of the new payor sources that it now contracts with as a result of the expansion
into the market previously  served by the Optimum Entities,  the Company has set
up a reserve against its accounts receivable.  In addition, the Company has seen
increases in accounts  receivable  balances with many of the Medicare  certified
agencies that it contracts with.  Accordingly,  the Company is reserving against
accounts  receivable  in the event that some of these  accounts  will have to be
written off. The Company is closely  monitoring  the credit terms being extended
these agencies.

              Amortization  of  intangibles  increased to $167,000 for the three
months ended  January 31, 2000 from  $142,000 for the three months ended January
31, 1999.  This increase is attributable to the acquisition of certain assets of
the Optimum Entities.

              As a result of the  foregoing,  income from  operations  increased
$724,000,  or 125%,  to  $1,303,000  for the three months ended January 31, 2000
from $579,000 for the three months ended January 31, 1999.

              Interest income decreased  (52.6%) to $36,000 for the three months
ended January 31, 2000 from $76,000 for the three months ended January 31, 1999.
This decrease is attributable to the cash used in investing activities resulting
from the acquisition of certain assets of the Optimum Entities.

              During the three  months  ended  January  31,  2000,  the  Company
recorded  a gain from the sale of  subsidiary  stock in the  amount of  $659,000
resulting  from the sale of 113,103  shares of SunStar.  During the three months
ended  January 31,  1999,  the Company  recorded a loss from equity  investee of
($324,000), representing the Company's share of the net loss reported by SunStar
for the same period.

              The Company's  effective tax rate decreased to 26.9% for the three
months ended  January 31, 2000 from 74.3% for the three months ended January 31,
1999.  This decrease is  attributable  to the  Company's  share of SunStar's net
loss,  in which no income tax benefit was  recorded  for the three  months ended
January 31, 1999.  Excluding the gain on sale of subsidiary stock in the current
three-month  period and the tax effect of loss from equity investee in the prior
period,  the  effective  tax rate  increased to 45.6% for the three months ended
January 31, 2000,  as compared to 37.6% for the three  months ended  January 31,
1999.  This  increase is  attributable  to higher  state tax  provisions  in the
current three-month period.

Six Months Ended January 31, 2000 Compared to Six Months Ended January 31, 1999.
--------------------------------------------------------------------------------

              For the six months  ended  January 31, 2000,  net patient  revenue
increased  $5,308,000,  or 27.6%,  to $24,535,000  from  $19,227,000 for the six
months ended January 31, 1999.  This increase is  attributable  to $6,356,000 of
net patient revenue  realized from the expansion of the Company's  operations in
Connecticut  through  the  opportunity  represented  by the  liquidation  of the
Optimum  Entities,  the acquisition on November 1, 1999 of certain assets of the
Optimum


                                      -12-
<PAGE>


Entities  from the  bankruptcy  trustee and the  successful  penetration  of the
available  market  share,  offset by the  decline in the same source net patient
revenue of ($1,048,000). As a result of such expansion, net patient revenue from
New England  increased  $4,073,000,  or 81.1%,  to $9,092,000 for the six months
ended  January 31, 2000 from  $5,019,000  for the six months  ended  January 31,
1999. Also as a result of such expansion,  net patient revenue from Ct. Staffing
was  $1,300,000  for the six months ended January 31, 2000 as compared to $0 for
the six months ended  January 31, 1999.  Over the periods,  net patient  revenue
from Health Acquisition  decreased  ($1,048,000),  or (8.9%) to $11,829,000 from
$12,877,000.  This  decrease is explained in the above  three-month  discussion.
Over the periods,  net patient  revenue from  Accredited  increased  $983,000 to
$2,314,000 from $1,331,000.  This increase is attributable to six months revenue
included in the current  six-month period as compared to three months revenue in
the prior six-month period, as Accredited was acquired on November 1, 1998.

              Cost of revenue as a percentage of net patient  revenue  decreased
to 64.4% for the six months ended January 31, 2000 from 65.8% for the six months
ended January 31, 1999. This increase is  attributable  to higher  reimbursement
rates generated from the acquisition of certain assets of Optimum Entities.

              General  and  administrative  expenses  increased  $1,362,000,  or
27.6%,  to $6,288,000 for the six months ended January 31, 2000 from  $4,926,000
for the six months ended  January 31, 1999.  This  increase is  attributable  to
additional general and  administrative  expenses incurred in connection with the
expansion  into the  market  previously  served by the  Optimum  Entities.  As a
percentage of net patient revenue,  general and administrative expenses remained
at 25.6% for both six-month periods.

              The Company  recorded a provision  of $235,000 in bad debt expense
for the six months  ended  January 31, 2000 as compared to $0 for the six months
ended  January 31, 1999.  This  increase is  explained in the above  three-month
discussion.

              Amortization  of  intangibles  increased  to $309,000  for the six
months ended January 31, 2000 from $267,000 for the six months ended January 31,
1999.  This  increase  is  attributable  to  the  acquisition  of the  stock  of
Accredited and the acquisition of certain assets of the Optimum Entities.

              As a result of the  foregoing,  income from  operations  increased
$546,000, or 39.3%, to $1,934,000 for the six months ended January 31, 2000 from
$1,388,000 for the six months ended January 31, 1999.

              Interest income  decreased  (37.9%) to $121,000 for the six months
ended  January 31, 2000 from $195,000 for the six months ended January 31, 1999.
This decrease is  attributable  to cash used in investing  activities  resulting
from the acquisition of certain assets of the Optimum Entities.

              During the six months ended January 31, 2000, the Company recorded
a gain on sale of subsidiary  stock in the amount of $1,602,000  resulting  from
the sale of 259,510  shares of


                                      -13-
<PAGE>

SunStar.  During the six months ended January 31, 1999,  the Company  recorded a
loss from equity investee of ($674,000), representing the Company's share of the
net loss reported by SunStar for the same period.

              The Company's  effective  tax rate  decreased to 30.3% for the six
months ended  January 31, 2000 from 70.2% for the six months  ended  January 31,
1999.  This decrease is  attributable  to the  Company's  share of SunStar's net
loss,  in which no income tax  benefit  was  recorded  for the six months  ended
January 31, 1999.  Excluding the gain on sale of subsidiary stock in the current
six-month  period and the tax effect of loss from  equity  investee in the prior
period,  the  effective  tax rate  increased  to 45.1% for the six months  ended
January 31,  2000,  as compared  to 40.3% for the six months  ended  January 31,
1999.  This  increase is  attributable  to higher  state tax  provisions  in the
current six-month period.

              The rate of inflation had no material effect on operations for the
six months ended January 31, 2000.

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

              Current assets  increased to $20,093,000  and current  liabilities
increased to $2,127,000,  respectively, at January 31, 2000. This resulted in an
increase in working  capital of $258,000  from  $17,708,000  at July 31, 1999 to
$17,966,000  at  January  31,  2000.   Cash  and  cash   equivalents   decreased
($2,915,000) to $4,527,000 at January 31, 2000 from $7,442,000 at July 31, 1999.
The decrease in cash is primarily  attributable  to the  acquisition  of certain
assets of the Optimum  Entities on November 1, 1999 at a cost of  $4,490,000  in
cash  offset by the  proceeds  from sale of  subsidiary  stock in the  amount of
$1,602,000.

              The  Company  provided  net  cash  from  operating  activities  of
$285,000 for the six months ended  January 31, 2000 as compared to net cash used
in operating activities of ($391,000) for the six months ended January 31, 1999.
The increase in operating cash flow of $676,000 is primarily attributable to the
net  changes in current  assets and current  liabilities  of  $354,000,  and the
increase of $322,000 in cash flow from operations over the comparable  period of
1999. Net cash used in investing activities for the six months ended January 31,
2000 reflects the acquisition of certain assets of the Optimum  Entities and the
purchase of equipment,  offset by the proceeds from the sale of subsidiary stock
and proceeds of investments.  Net cash used in investing  activities for the six
months  ended  January 31, 2000  reflects  acquisitions  made by the Company and
purchase of equipment,  offset by the proceeds of investments.  Net cash used in
financing  activities  for the six months  ended  January 31, 2000  reflects the
purchase of treasury shares.  Net cash used in financing  activities for the six
months ended January 31, 1999  reflects the purchase of treasury  shares and the
repayment of notes payable to the former officers of Accredited.

              The Company has available a $2,000,000 secured line of credit with
its bank. In addition, a subsidiary of the Company has a secured line of credit.
The maximum amount that can be borrowed under the secured line of credit may not
exceed the lesser of eligible  accounts  receivable or  $2,000,000.  Both credit
facilities  bear interest at the alternate base  commercial


                                      -14-
<PAGE>


lending rate of the bank and expire January 31, 2001. At January 31, 2000, there
was no outstanding balance under either line of credit. The Company is currently
considering  increasing  its credit  facilities  so that it may continue to make
acquisitions in the home health care field.

              The  Company  intends  to meet its short  and long term  liquidity
needs with its current cash  balances,  cash flow from  operations and available
lines of credit.

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

Year 2000 Compliance
--------------------

              The Year  2000  issue is the  result  of  date-sensitive  devices,
systems and computer  programs that were  deployed  using two digits rather than
four to define the applicable  year. Any such  technologies may recognize a year
containing "00" as the year 1900 rather than the year 2000. This could result in
a system failure or miscalculation  causing disruption of operations  including,
among other things, a temporary  inability to process  transactions or engage in
similar normal business activities.

              The Company did not experience  any  significant  malfunctions  or
errors in its information or business systems when the date changed from 1999 to
2000. Based on its operations since January 1, 2000, the Company does not expect
any significant problems related to the Year 2000 issue. However, it is possible
that the full  impact of the date  change  has not been  fully  recognized.  For
example,  it is possible  that Year 2000 or similar  issues,  such as leap- year
related problems,  may occur with financial closings.  The Company believes that
any such problems will be minor and easily corrected.  In addition,  the Company
could still be negatively  impacted if the Year 2000 or similar issues adversely
affect its  customers or suppliers.  Currently,  the Company is not aware of any
significant Year 2000 or similar problems that have arisen with its customers or
suppliers.

Disclosure Regarding Private Securities Litigation Reform Act of 1995
---------------------------------------------------------------------

              Except for historical information contained in this report on Form
10-Q, certain matters set forth herein are  forward-looking  statements that are
dependent on certain risks and  uncertainties,  including  such  factors,  among
others,  as  market  acceptance,  market  demand  pricing,  changing  regulatory
environment,  changing  economic  conditions,  risks in new  product and service
development,   the  effect  of  the  Company's  accounting  policies,  risks  in
connection with  acquisitions and other risks detailed in the Company's  filings
with the Securities and Exchange Commission.


                                      -15-
<PAGE>


PART II.  OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

              Several  class  action  complaints  have been  filed in the United
States  District Court for the Middle  District of Florida  against the Company,
its directors who were directors of SunStar and another party. In addition,  the
Company  understands  that related  complaints have been filed in the same court
against SunStar and its  management.  These  complaints  assert claims under the
Securities Exchange Act of 1934 relating to SunStar and its subsidiary,  SunStar
Health Plans, Inc. (the "HMO"), which is presently in liquidation. It is alleged
in the complaints  that during the proposed class period,  SunStar made material
misstatements of fact or omitted to disclose material information concerning the
adequacy of reserves  maintained  by the HMO, its estimates of  outstanding  and
future  medical  claims and delays in the  processing of claims.  The complaints
against the  Company  and its  directors  are based on the  allegation  that the
Company  and those  directors  influenced  the alleged  conduct of SunStar.  The
Company believes that the complaints are without merit and intends to vigorously
defend them.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

              The annual meeting of  shareholders of the Company (the "Meeting")
was held on December 7, 1999. Proxies for the Meeting were solicited pursuant to
Rule 14A of the  Securities  Exchange Act of 1934, as amended,  and there was no
solicitation in opposition.

               At the  Meeting,  Frederick H.  Fialkow,  Bernard  Levine,  M.D.,
Steven  Fialkow,  Ira Greifer,  M.D. and Robert C. Pordy,  M.D.  were elected as
directors  of the Company to serve until the  Company's  next annual  meeting of
stockholders  and until their  respective  successors are elected and qualified.
The votes for each director were as follows:

                                                          For       Withheld
                                                          ---       --------
                  Frederick H. Fialkow                4,072,658      12,944
                  Bernard Levine, M.D.                4,072,658      12,944
                  Steven Fialkow                      4,072,658      12,944
                  Ira Greifer, M.D.                   4,072,658      12,944
                  Robert C. Pordy, M.D.               4,072,658      12,944

           Also at the Meeting,  the  stockholders  approved the Company's  1999
Stock  Option  Plan  (the  "Plan").  The  votes  cast in favor of the Plan  were
2,934,251,  the votes cast against the Plan were 130,812,  the abstentions  were
2,655,000 and the broker non-votes were 1,017,884.

Item 6.    Exhibits and reports on Form 8-K

           (a)    Exhibits:

                                      -16-
<PAGE>

                  10.1     Letter  Agreement dated February 20, 2000 providing a
                           Secured  Advised  Line of Credit from The Bank of New
                           York to National Home Health Care Corp.*

                  10.2     Letter  Agreement dated February 20, 2000 providing a
                           Secured  Advised  Line of Credit from The Bank of New
                           York to New England Home Care, Inc.*

                  27.1     Financial Data Schedule.*

---------------------------------
         * Filed herewith

           (b)    Reports on Form 8-K

              1.  Form 8-K dated  November 1, 1999,  Item 2:  Acquisition by the
                  Company  of  certain   assets  of  Optimum  Care  Services  of
                  Connecticut,  Inc.,  Optimum Home Health of Connecticut,  Inc.
                  and Optimum Home Health Care of Connecticut, Inc.




                                      -17-
<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 15, 2000               /s/ Robert P. Heller
                                   ----------------------------------------
                                   Robert P. Heller
                                   Vice President of Finance (chief financial
                                   and accounting officer)




                                      -18-
<PAGE>


                                  EXHIBIT INDEX
                                  -------------


Exhibit
Number                                      Description
------                                      -----------

10.1                Letter Agreement dated February 20, 2000 providing a Secured
                    Advised Line of Credit from The Bank of New York to National
                    Home Health Care Corp.

10.2                Letter Agreement dated February 20, 2000 providing a Secured
                    Advised  Line of  Credit  from  The  Bank of New York to New
                    England Home Care, Inc.

27.1                Financial Data Schedule.


                                      -19-