UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

         For the quarterly period ended October 31, 2004


                                       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 __

Indicate  by check  mark  whether  the  Registrant  is an  accelerated  filer
(as  defined in Rule 12b-2 of the Exchange Act).  Yes      No  X
                                                      ---     ---

APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares of common  stock  outstanding  as of December  14, 2004 was
5,664,124.

<PAGE>

                         NATIONAL HOME HEALTH CARE CORP.
                                    Form 10-Q
                     For the Quarter Ended October 31, 2004
                                Table of Contents

<TABLE>
<CAPTION>
<S>                        <C>                                                                          <C>
PART I.                    FINANCIAL INFORMATION                                                         Page
                                                                                                         ----

Item 1.                    Financial Statements

                           Balance Sheets as of October 31, 2004 and July 31, 2004                       3-4
                                (unaudited)

                           Statements of Operations for the three months ended October 31,               5
                                2004 and October 31, 2003 (unaudited)

                           Statements of Cash Flows for the three months ended October 31,               6
                                2004 and October 31, 2003 (unaudited)

                           Notes to Consolidated Financial Statements                                    7

Item 2.                    Management's Discussion and Analysis of Financial Condition and               8-12
                           Results of Operations

Item 3.                    Quantitative and Qualitative Disclosure About Market Risk                     12

Item 4.                    Controls and Procedures                                                       13

PART II.                   OTHER INFORMATION

Item 1.                    Legal Proceedings                                                             14

Item 2.                    Unregistered Sales of Equity Securities and Use of Proceeds                   15

Item 4.                    Submission of Matters to Vote of Securities Holders                           15

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

SIGNATURES                                                                                               17

EXHIBIT INDEX                                                                                            18
</TABLE>

                                      -2-
<PAGE>


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

<TABLE>
<CAPTION>
                                                       October 31, 2004   July 31, 2004
                                                          -----------      -----------
<S>                                                       <C>              <C>
ASSETS

Current:
     Cash and cash equivalents                            $20,006,000      $20,185,000
     Investments                                               19,000           19,000
     Accounts receivable-less allowance for possible
        losses of $1,120,000 and $1,122,000                18,357,000       18,084,000
     Prepaid expenses and other                               931,000          801,000
     Deferred income taxes                                    518,000          527,000
                                                          -----------      -----------

         Total current assets                              39,831,000       39,616,000


Furniture, equipment and leasehold
    improvements, net                                       1,097,000        1,083,000
Goodwill                                                   11,621,000       10,628,000
Other intangible assets, net                                1,531,000        1,589,000
Deposits and other assets                                     832,000          570,000
                                                          -----------      -----------

                  TOTAL                                   $54,912,000      $53,486,000
                                                          ===========      ===========
</TABLE>

(continued)


                                      -3-
<PAGE>

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

<TABLE>
<CAPTION>
                                                                  October 31, 2004    July 31, 2004
                                                                    ------------       ------------
<S>                                                                 <C>                <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable and accrued expenses                          $  3,200,000       $  3,322,000
     Estimated third-party payor settlements                             533,000            696,000
     Deferred revenue                                                    512,000            402,000
     Income taxes payable                                                559,000             27,000
                                                                    ------------       ------------

         Total current liabilities                                     4,804,000          4,447,000
                                                                    ------------       ------------

Stockholders' equity:
     Common stock, $.001 par value; authorized
        20,000,000 shares, issued  7,041,388 shares                        7,000              7,000
     Additional paid-in capital                                       26,174,000         26,174,000
     Retained earnings                                                27,760,000         26,342,000
                                                                    ------------       ------------
                                                                      53,941,000         52,523,000

     Less:  treasury stock (1,461,360 and 1,424,883 shares) at
        cost                                                          (3,833,000)        (3,484,000)
                                                                    ------------       ------------

         Total stockholders' equity                                   50,108,000         49,039,000
                                                                    ------------       ------------

                  TOTAL                                             $ 54,912,000       $ 53,486,000
                                                                    ============       ============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                      -4-
<PAGE>

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


                                                         For the three months
                                                           ended October 31,
                                                    ----------------------------
                                                        2004             2003
                                                    -----------      -----------

Net patient revenue                                 $24,177,000      $24,414,000
                                                    -----------      -----------

Operating expenses:
     Cost of revenue                                 15,577,000       16,419,000
     General and administrative                       6,102,000        5,887,000
     Amortization of intangibles                        133,000          127,000
     Provision for possible losses                       85,000          105,000
                                                    -----------      -----------
         Total operating expenses                    21,897,000       22,538,000
                                                    -----------      -----------

Income from operations                                2,280,000        1,876,000

Other income:
     Interest                                            48,000           25,000
                                                    -----------      -----------

Income before income taxes                            2,328,000        1,901,000

Provision for income taxes                              910,000          746,000
                                                    -----------      -----------
Net income                                          $ 1,418,000      $ 1,155,000
                                                    ===========      ===========

Net income per common share:
     Basic                                          $      0.25      $      0.21
                                                    ===========      ===========
     Diluted                                        $      0.25      $      0.20
                                                    ===========      ===========

Weighted average number of shares outstanding:
     Basic                                            5,609,845        5,495,666
                                                    ===========      ===========
     Diluted                                          5,734,510        5,673,853
                                                    ===========      ===========

          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 three months ended
                                                                               October 31,
                                                                      -------------------------------
                                                                          2004               2003
                                                                      ------------       ------------
<S>                                                                   <C>                <C>
Cash flows from operating activities:
     Net income                                                       $  1,418,000       $  1,155,000
     Adjustments to reconcile net income
        to net cash provided by operating activities:
         Depreciation and amortization                                     216,000            208,000
         Allowance for possible losses, net of writeoffs                    (2,000)           (38,000)
         Deferred income taxes                                               9,000             33,000
         Unrealized (gain) on investments                                  - - - -             (2,000)
         Loss on sale of assets                                              3,000            - - - -
         Changes in assets and liabilities:
              Accounts receivable                                         (271,000)          (821,000)
              Prepaid expenses and other                                  (392,000)            74,000
              Accounts payable and accrued expenses                       (122,000)          (180,000)
              Estimated third-party payor settlements                     (163,000)           (50,000)
              Income taxes payable                                         532,000            188,000
              Deferred revenue                                             110,000             32,000
                                                                      ------------       ------------
                  Net cash provided by operating activities              1,338,000            599,000
                                                                      ------------       ------------

Cash flows from investing activities:
     Purchase of furniture, equipment and leasehold improvements           (90,000)           (57,000)
                                                                      ------------       ------------
     Purchase of assets of business                                     (1,078,000)           - - - -
                                                                      ------------       ------------
                  Net cash used in investing activities                 (1,168,000)           (57,000)
                                                                      ------------       ------------

Cash flows from financing activities:
Purchase of treasury shares                                               (349,000)            (7,000)
Proceeds from exercise of stock options                                    - - - -              4,000
                                                                      ------------       ------------
                  Net cash used in financing activities                   (349,000)            (3,000)
                                                                      ------------       ------------
Net increase (decrease) in cash and cash equivalents                      (179,000)           539,000
                                                                      ------------       ------------

Cash and cash equivalents-beginning of period                           20,185,000         14,252,000
                                                                      ------------       ------------

Cash and cash equivalents-end of period                               $ 20,006,000       $ 14,791,000
                                                                      ============       ============

Supplemental disclosures of cash flow information:

     Cash paid during the period for:
         Taxes                                                        $    369,000       $    525,000
         Interest                                                            5,000              5,000
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      -6-
<PAGE>

                NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


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  instructions  to Form 10-Q and  Article  10 of
regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included.  Operating  results for the three-month  period ended October 31,
2004 are not necessarily  indicative of the results that may be expected for the
year ending July 31, 2005. 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, 2004.

NOTE 2 - ACQUISITION

         On October 6, 2004, the Company,  through a wholly-owned  subsidiary in
Connecticut,  acquired  certain assets and employees  from On Duty  Metropolitan
Connecticut,  LLC ("On Duty"). On Duty provided home health care services in New
Haven and  Fairfield  Counties.  The  purchase  price of  $1,078,000,  including
acquisition costs of $103,000 was financed using internal funds. The acquisition
was accounted for as a purchase and substantially allocated to goodwill.

NOTE 3 - RECLASSIFICATIONS

         Certain  reclassifications  have been made in prior periods'  financial
statements to conform to classifications used in the current period.

NOTE 4 - NET INCOME PER SHARE DATA

         A  reconciliation  of shares used in calculating  basic and diluted net
income per share is as follows:

<TABLE>
<CAPTION>
                                                                      For the three months ended
                                                                             October 31,
                                                        --------------------------------------------------------
                                                          2004                                            2003
                                                        ---------                                      ---------
                                                         Shares                                        Shares
                                                        ---------                                      ---------
<S>                                                     <C>                                            <C>
Basic EPS:                                              5,609,845                                      5,495,666

Effect of dilutive stock options                          124,665                                        178,187
                                                        ---------                                      ---------

Diluted EPS:                                            5,734,510                                      5,673,853
                                                        =========                                      =========
</TABLE>


                                      -7-
<PAGE>

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

General

         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 and
analysis should be read in conjunction with the attached unaudited  consolidated
financial statements and notes thereto, and with the Company's audited financial
statements  and notes  thereto for the fiscal year ended July 31, 2004  included
with the Company's annual report on Form 10-K with respect to such fiscal year.

         Certain matters set forth in this report are forward-looking statements
that are dependent on certain risks and uncertainties, including but not limited
to risks and  uncertainties  relating  to  whether  the  Company  can  identify,
consummate and integrate on favorable terms acquisitions or market penetrations,
market  acceptance,  pricing  and demand for the  Company's  services,  changing
regulatory  environment,  changing economic conditions,  whether the Company can
attract and retain  qualified  personnel,  the  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  external  factors  that could  significantly
impact its business,  including  potential  reductions in reimbursement rates by
Medicare,  Medicaid  and other third party  payers for the  Company's  services,
retroactive  adjustments due to prior year audits,  reviews and  investigations,
government  fraud and abuse  initiatives  and other such factors that are beyond
the control of the Company.  These factors could cause future  results to differ
materially from historical results.

         As a Medicaid provider, the Company is subject to routine,  unscheduled
audits.  These audits may result in the  application of a  statistically-derived
adjustment factor to the Company's revenues, which may have an adverse impact on
the  Company's  results  of  operations.  Although  the  audits to date have not
resulted in any material adjustments,  such audits were conducted at a time when
the Company had significantly lower Medicaid revenues. There can be no assurance
that  future  Medicaid  audits  will not have a material  adverse  impact on the
Company.

         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 the
restructuring  of the  reimbursement  system related to Medicare  certified home
health care  agencies.  Prior to the Act,  Medicare  reimbursed  providers  on a
reasonable cost basis subject to program-imposed cost per visit limitations.

         Under  the Act,  changes  in  Medicare  home  care  reimbursement  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 lowest 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 1994 costs adjusted
for inflation. Under IPS, most Medicare providers were actually reimbursed under
an agency-specific per patient cost limit.  Effective October 1, 2000, under the
prospective  payment system,  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 geographic  differences in wages across
the country.  Medicare  provides  home health  agencies with payments for 60-day
"episodes of care".

         The  final  phase  of  the  Act  implemented  a  15%  cut  in  Medicare
reimbursement  rates effective  October 1, 2002. In two of the last three fiscal
years,  less than five percent of the Company's net patient

                                      -8-
<PAGE>

revenue was derived  directly from Medicare,  and  accordingly the change to the
prospective  payment system has not, to date,  had a material  adverse effect on
the Company.  However,  there can be no assurance that the Medicare  prospective
payment system will not adversely  affected by the  prospective  payment system.
The Company's  operations in New York are dependent  upon  referrals,  primarily
from Medicare certified home health care agencies,  whose reimbursement has been
adversely  affected by the  prospective  payment  system.  Under the prospective
payment system,  there can be no assurance that the Company's  future  referrals
will not result in reduced reimbursement rates or reduced volume of business.

         The  Company  derives  a  substantial  amount  of  revenue  from  state
sponsored  Medicaid  programs.  Approximately  43%,  42% and 47% of net  patient
revenue for the fiscal years ended July 31, 2004,  2003 and 2002,  respectively,
were derived from these programs. States differ as to reimbursement policies and
rates.   The  Company  is  a  licensed   Medicaid   provider   in   Connecticut,
Massachusetts, New Jersey and in Nassau and Westchester Counties, New York.

Recent Matters

         On or about  October  8,  2004,  New  England  Home  Care,  Inc.  ("New
England'),  the Company's Medicare certified and state licensed home health care
subsidiary  in  Connecticut  was  notified  by the  Division  of Health  Systems
Regulation  for the  Connecticut  Department  of Public  Health  ("DPH")  of New
England's  alleged lack of compliance with a Condition of Participation and nine
standards  for  continued  Certification  for  Participation  in the Title XVIII
Medicare Program ("Summary Statement of Deficiencies"). On October 12, 2004, New
England  received  notice from DPH of alleged  violation  of  Connecticut  state
regulations  based on substantially the same grounds as the Summary Statement of
Deficiencies. DPH notified New England that consideration for continued Medicare
certification would be based on New England's submission of a Plan of Correction
addressing  the  cited  deficiencies  and  DPH's  acceptance  of  that  Plan  of
Correction by November 12, 2004.

         A Title XVIII Medicare Follow Up Survey was concluded at New England on
November 30, 2004.  The results of the survey  indicated  that one  Condition of
Participation  and eight standards  continued to be out of compliance.  Based on
the results of the survey,  New England  continues to not be certifiable at this
time.  Consideration for continued  certification will be based on correction of
the Condition level non-compliance. Continued failure to achieve compliance with
the Condition of Participation will result in a recommendation from DPH that New
England's  Title XVIII  Medicare  participation  should be terminated  effective
December 27, 2004.

         Although New England disputes certain of the deficiencies cited by DPH,
New England  intends to comply fully with DPH's  direction  and has  submitted a
Plan of Correction  and expects that its Plan of Correction  will be acceptable.
In the event that New England's Plan of Correction is deemed  unacceptable,  New
England  would no  longer be  certified  as an  approved  provider  of  services
reimbursed under the Medicare program and would be prohibited from participating
in that  program as well as the  Medicaid  program.  Revenues  derived  from New
England's  participation  in the Medicare  and Medicaid  programs for the fiscal
year ended  July 31,  2004 were 32% of the  Company's  total  revenues  for such
period.

         On December 6, 2004,  the New York State  Senate  voted to override the
Governor's  veto of  legislation  that will increase the State minimum wage from
the  current  $5.15  per  hour to $7.15  over a  two-year  period.  The law will
increase  the  minimum  wage to $6.00 per hour  starting  January 1,  2005.  The
minimum  wage will be raised to $6.75 on January 1, 2006 and again on January 1,
2007 to $7.15 per hour. This minimum wage  legislation will impact the Company's
New York  operations on two fronts.  Firstly,  the Company will be paying higher
base wages and  secondly,  overtime  in New York is  computed at 1.5 times state
minimum wage,  thus  increasing  overtime  costs to the Company.  The Company is
evaluating its options to determine the effect of this legislation. It does not,
however, anticipate being able to pass along these increases to its customers in
2005.

                                      -9-
<PAGE>

Results of Operations and Effects of Inflation

         Net Patient  Revenue.  For the three months ended October 31, 2004, net
patient revenue decreased  $237,000,  or 1%, to $24,177,000 from $24,414,000 for
the  three  months  ended   October  31,  2003.   This  decrease  was  primarily
attributable  to (i) a decrease of  $1,085,000  as a result of fewer hours being
subcontracted to the Company from other Medicare  certified agencies in New York
and the Company terminating  operations in Suffolk County, New York in May 2004,
offset  by a  nonrecurring  retroactive  Medicaid  rate  adjustment  payment  of
$176,000  recorded  in the three  months  ended  October  31,  2004,  and (ii) a
decrease of $568,000 in staffing revenue as a result of the Company  terminating
its staffing  operations in New York and New Jersey during the fiscal year ended
July 31, 2004.  The decline in net patient  revenue was  partially  offset by an
increase in net  patient  revenue of  $1,415,000  resulting  from the  Company's
expansion  in  New  Jersey,  Massachusetts  and  Connecticut.  The  increase  in
Connecticut  was  attributable  to increased  Medicaid  reimbursement  rates for
certain  nursing visits  effective May 1, 2004 and the acquisition of On Duty on
October 6, 2004.

         Gross  Profit.  Gross  profit  margin  increased to 35.6% for the three
months ended  October 31, 2004 from 32.8% for the three months ended October 31,
2003.  This  increase  was  primarily   attributable  to  (i)  the  nonrecurring
retroactive  Medicaid rate adjustment in New York, (ii) the increase in Medicaid
reimbursement  rates  for  certain  nursing  visits  in  Connecticut,  (iii) the
termination of the Company's staffing  operations in New York and New Jersey and
(iv) the increase in Medicare certified business in Massachusetts.

         General  and  Administrative.   General  and  administrative   expenses
increased  $215,000,  or 3.7%, to $6,102,000  for the three months ended October
31, 2004 from  $5,887,000  for the three  months ended  October 31,  2003.  This
increase is primarily  attributable to (i) increased professional fees, and (ii)
increases in  administrative  personnel and occupancy  costs  resulting from the
expansion  of  operations  in New Jersey,  Massachusetts  and  Connecticut.  The
increase in general and administrative expenses was offset by the termination of
staffing  operations  in New Jersey and New York. As a percentage of net patient
revenue,  general and  administrative  expenses increased to 25.1% for the three
months ended October 31, 2004 from 24.1 % for the three months ended October 31,
2003.

         Amortization. Amortization of intangibles increased $6,000, or 4.7%, to
$133,000 for the three months ended October 31, 2004 from $127,000 for the three
months ended October 31, 2003.  This increase is attributable to the acquisition
of On Duty in October 2004.

         Provision  for Possible  Losses.  The Company  recorded a provision for
possible  losses of $85,000 for the three  months  ended  October 31,  2004,  as
compared to $105,000 for the three months ended October 31, 2003.  This decrease
is attributable to the Company  terminating  staffing operations in New York and
New Jersey during the fiscal year ended July 31, 2004.

         Income  from  Operations.  As a result of the  foregoing,  income  from
operations increased $404,000, or 21.5% to $2,280,000 for the three months ended
October 31, 2004 from $1,876,000 for the three months ended October 31, 2003.

         Interest Income.  Interest income increased $23,000, or 92%, to $48,000
for the three  months  ended  October 31, 2004 from $25,000 for the three months
ended  October  31,  2003.  This  increase  is  attributable  to the higher cash
balances of the Company and an increase in interest rates.

         Income Taxes.  The Company's  effective tax rate decreased  slightly to
39.1 % for the three  months  ended  October  31,  2004 from 39.2% for the three
months ended October 31, 2003.

                                      -10-
<PAGE>

         Net Income. Net income increased $263,000, or 22.8%, to $1,418,000,  or
$.25 per  diluted  share,  in the  three  months  ended  October  31,  2004 from
$1,155,000,  or $.20 per diluted  share,  in the three months ended  October 31,
2003.

         The rate of  inflation  had no material  effect on  operations  for the
three months ended October 31, 2004.

Financial Condition and Capital Resources

         Current  assets  increased  to  $39,831,000  and  current   liabilities
increased  to  $4,804,000  at October 31, 2004.  This  resulted in a decrease in
working capital of $142,000 from  $35,169,000 at July 31, 2004 to $35,027,000 at
October 31, 2004. Cash and cash equivalents decreased $179,000 to $20,006,000 at
October 31, 2004 from  $20,185,000  at July 31,  2004.  The decrease in cash and
working  capital was primarily  attributable  to the  acquisition  of On Duty in
October 2004.

         The Company  provided net cash from operating  activities of $1,338,000
for the three months ended  October 31, 2004 as compared to net cash provided by
operating activities of $599,000. The increase in net cash provided by operating
activities of $739,000 is  attributable to an increase in operating cash flow of
$288,000, a decrease in operating assets of $84,000 and an increase in operating
liabilities  of $367,000 over the  comparable  period for the three months ended
October 31, 2003.

         Net cash  used in  investing  activities  for the  three  months  ended
October  31,  2004  consisted  of the  purchase  of assets of  business  and the
purchase  of  equipment.  Net cash used in  investing  activities  for the three
months ended October 31, 2003 consisted of the purchase of equipment.

         The net cash used in  financing  activities  for the three months ended
October 31, 2004 consisted of the purchase of treasury shares. The net cash used
in investing activities for the three months ended October 31, 2003 consisted of
the  purchase of treasury  shares,  reduced by the  proceeds  from stock  option
exercises.

         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  in 90 to 120 days with  respect to  contracted  and
insurance business and 8 to 45 days with respect to certain governmental payers,
such as Medicare  and  Medicaid  programs.  Accounts  receivable  was 75 days at
October 31, 2004 as compared to 71 days at October 31, 2003.

         The  Company  has 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 in October 2005 and requires the Company
to meet certain financial  covenants and ratios.  The Company is required to pay
..25% commitment fee on unused amounts,  payable in arrears. At October 31, 2004,
there was no outstanding balance under the credit facility.

         In June 2004, the Board of Directors  extended the Company's program to
repurchase  its  Common  Stock  for  an  additional  year.  Purchases  of  up to
$3,000,000  will 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.

         The Company  intends to incur  capital  expenditures  of  approximately
$1,000,000  during the fiscal  year ended July 31, 2005 in  connection  with the
proposed  implementation of new computer software systems and hardware.  The new
hardware  would be designed to, among other  things,  update  certain data

                                      -11-
<PAGE>

input capability  regarding services rendered at certain locations.  The Company
believes  that the software  will  provide  efficiencies  in data  organization,
retrieval and analysis,  both for continuing  operations and in connection  with
certain audits. The Company paid a cash dividend of $0.075 per share on November
5, 2004,  and has  authorized a cash  dividend of $0.075 per share to be paid on
February 4, 2005 to  stockholders  of record on January 21, 2005.  The amount of
the dividend is approximately  $418,000 per quarter. The Company intends to fund
these  expenditures,  acquisitions  and cash dividends  declared by the Board of
Directors and otherwise meet its short term and long term  liquidity  needs from
its current cash balances, cash flow from operations and its credit facility.

Contractual Obligations

         The Company rents various office facilities through 2008 under terms of
several lease agreements that include escalation  clauses.  At October 31, 2004,
minimum rental commitments under noncancellable operating leases are as follows:

Operating Leases

        less than 1 year         $968,000
        1-3 years                $499,000
        3-5 years                     -0-

Item 3.  Quantitative and Qualitative Disclosure About Market Risk.

         None.


                                      -12-
<PAGE>

Item 4.  Controls and Procedures

         The Company  maintains  disclosure  controls  and  procedures  that are
designed to ensure that information required to be disclosed in the reports that
the Company is required to file under the  Securities  Exchange Act of 1934 (the
"Exchange Act Reports") is recorded,  processed,  summarized and reported within
the time  periods  specified  in the  SEC's  rules  and  forms,  and  that  such
information  is  accumulated  and  communicated  to  the  Company's  management,
including the principal  executive officer and principal  financial officer,  as
appropriate,  to allow  timely  decisions  regarding  required  disclosure.  The
Company's management necessarily has applied its judgment in assessing the costs
and benefits of such  controls  and  procedures,  which,  by their  nature,  can
provide only reasonable  assurance  regarding  management's  control objectives.
Management  believes that there are reasonable  assurances that our controls and
procedures will achieve management's control objectives.

         Prior to the filing date of this  report,  the  Company  carried out an
evaluation,  under the supervision and with the participation of its management,
including the President and Chief  Executive  Officer and the Vice  President of
Finance and Chief  Financial  Officer,  of the  effectiveness  of the design and
operation  of the  Company's  disclosure  controls  and  procedures  pursuant to
Exchange Act Rule 13a-15 as of October 31, 2004. Based upon that evaluation, the
President  and Chief  Executive  Officer and the Vice  President  of Finance and
Chief Financial  Officer  concluded that the Company's  disclosure  controls and
procedures  are  effective  in  timely  alerting  them to  material  information
relating  to the  Company  (and its  consolidated  subsidiaries)  required to be
included in its Exchange Act Reports.

Changes in Internal Controls Over Financial Reporting

         The  evaluation  referred to above did not  identify any changes in the
Company's  internal  controls over financial  reporting that occurred during the
quarter ended October 31, 2004 that have materially affected,  or are reasonably
likely to materially  affect,  the  Company's  internal  control over  financial
reporting.


                                      -13-
<PAGE>

PART II  OTHER INFORMATION

Item 1.  Legal Proceedings

         In October 2003, New England received a subpoena from the United States
Attorney's Office in New Haven,  Connecticut.  The subpoena sought production of
documents in  connection  with an  investigation  into  possible  violations  of
certain federal health care laws. The Company  believes that the  investigation,
which  the  Company   understands  is  being   conducted  in  parallel  with  an
investigation by state of Connecticut authorities, seeks evidence of potentially
fraudulent claims that may have been submitted by psychiatric nurses employed by
New  England.  The  Company  cannot  now  predict  the  course or outcome of the
investigation  or whether  additional  information  will be sought.  The Company
believes  that the  investigation  extends to certain other  competitors  in the
Connecticut market for psychiatric  nursing.  New England has produced documents
in response to the  subpoena  and  intends to  continue  to  cooperate  with the
investigation.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

         (c)  Purchases  of  Equity  Securities  by the  Issuer  and  Affiliated
Purchasers: The following table shows Issuer Purchases of Equity Securities:

<TABLE>
<CAPTION>
                                                                                      Total
                                                                                    Number of
                                                                                      Shares
                                                                                    Purchased           Maximum
                                                                     Average        as Part of        Approximate
                                                      Total          Price           Publicly         Dollar Value
                                                      Number         Paid Per       Announced           that May
                     Period                           of Shares        Share          Plans         Yet Be Purchased
                     ------                            ------          -----          -----             ---------

<S>                                                    <C>              <C>           <C>               <C>
August 1, 2004  -  August 31, 2004                     33,200           $9.53         33,200            $2,525,733

September 1, 2004  -  September 30, 2004                3,277           $9.98          3,277            $2,493,038

October 1, 2004  -  October 31, 2004                     ---            ---            ---                ---
                                                      ----------     ----------    -------------    -----------------

                      Total                            36,477           $9.57         36,477            $2,493,038
</TABLE>

         Effective April 24, 2004, the Company's Board of Directors extended its
program to repurchase its Common Stock for an additional  year.  Purchases up to
$3,000,000  will be made  from  time to time  in the  open  market  and  through
privately-negotiated   transactions,   subject  to  general   market  and  other
conditions.

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 6, 2004.  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.


                                      -14-
<PAGE>

         At the Meeting,  Frederick H. Fialkow,  Bernard  Levine,  M.D.,  Steven
Fialkow, Ira Greifer,  M.D., Robert C. Pordy, M.D. and Harold Shulman, J.D., CPA
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                   3,902,615                   4,197
Steven Fialkow                         3,902,615                   4,197
Bernard Levine, M.D.                   3,902,615                   4,197
Ira Greifer, M.D.                      3,902,615                   4,197
Robert C. Pordy, M.D.                  3,903,515                   3,297
Harold Shulman J.D., CPA               3,903,515                   3,297

         In addition,  the  Company's  stockholders  ratified at the Meeting the
selection by the Audit  Committee of the Board of Directors of BDO Seidman,  LLP
as the Company's  independent certified accountants for the year ending July 31,
2005. The votes for such ratification were as follows:

             For               Against           Abstain        Broker Non-Votes
             ---               -------           -------        ----------------
          3,881,070            25,495              247                  0


Item 6.  Exhibits and Reports on Form 8-K

         (a) The following exhibits are filed herewith:

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

         31.1     Rule 13a-14(a)/15d-14(a)  Certification of Principal Executive
                  Officer.

         31.2     Rule 13a-14(a)/15d-14(a)  Certification of Principal Financial
                  Officer.

         32.1     Section 1350 Certification of Principal Executive Officer.

         32.2     Section 1350 Certification of Principal Financial Officer.


                                      -15-
<PAGE>

                                   SIGNATURES

              Pursuant to the  requirements  of the  Securities  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                NATIONAL HOME HEALTH CARE CORP.


Date:   December 14, 2004       /s/ Robert P. Heller
                                -----------------------
                                Robert P. Heller
                                Vice President of Finance (principal financial
                                officer and principal accounting officer)



                                      -16-
<PAGE>

                                  EXHIBIT INDEX




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

         31.1*    Rule 13a-14(a)/15d-14(a)  Certification of Principal Executive
                  Officer.

         31.2*    Rule 13a-14(a)/15d-14(a)  Certification of Principal Financial
                  Officer.

         32.1*    Section 1350 Certification of Principal Executive Officer.

         32.2*    Section 1350 Certification of Principal Financial Officer.

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



                                      -17-