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 NOVEMBER 30, 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 0-25777



        TENDER LOVING CARE HEALTH CARE SERVICES, INC.
     (Exact name of registrant as specified in its charter)



         Delaware                                   11-3476656
(State or other jurisdiction of                 (I.R.S. Employer
 incorporation or organization)                 Identification No.)


1983 Marcus Avenue, Lake Success, New York            11042
 (Address of principal executive offices)           (Zip Code)


                           (516) 358-1000
      (Registrant's telephone number, including area code)



      (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

The number of shares of common stock outstanding on January 11,
2001 was 11,809,653 shares.


<PAGE>
TENDER LOVING CARE HEALTH CARE SERVICES, INC.


                                 INDEX

                                                        PAGE NO.
PART I.   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

          Condensed Consolidated Balance Sheets -
          November 30, 2000 and February 29, 2000           2

          Condensed Statements of Consolidated
          Operations - Three and nine months ended
          November 30, 2000 and 1999                        3

          Condensed Statements of Consolidated Cash
          Flows - Nine months ended November 30, 2000
          and 1999                                          4

          Notes to Condensed Consolidated Financial
          Statements                                       5-8


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS    9-12

          Factors Affecting the Company's Future
          Performance                                     12-14

PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS                                 15

ITEM 5.   OTHER INFORMATION                                 15

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                  16















                               -1-
<TABLE>
<CAPTION>
TENDER LOVING CARE HEALTH CARE SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)

                                               NOVEMBER 30, FEBRUARY 29,
                                                  2000         2000
                                               (UNAUDITED)
<S>                                              <C>           <C>
ASSETS:
CURRENT ASSETS:
 Cash and cash equivalents                       $  3,623      $  9,299
 Accounts receivable, net of allowance
   for doubtful accounts of $7,274 and
   $5,900, respectively                            62,824        55,221
 Prepaid expenses and other current assets          2,554         3,056
   Total current assets                            69,001        67,576

FIXED ASSETS, net of accumulated depreciation
  of $8,893 and $6,054, respectively               16,481        18,243
INTANGIBLE ASSETS, net of accumulated
  amortization of $9,454 and $8,984,
  respectively                                      5,115         4,489
OTHER ASSETS                                        2,750         3,203
TOTAL                                            $ 93,347      $ 93,511

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
CURRENT LIABILITIES:
 Accounts payable and accrued expenses           $ 21,707      $ 23,784
 Accrued payroll and related expenses              21,246        22,996
 Current portion of Medicare and
  Medicaid liabilities                             12,298        10,401
 Current portion of long-term debt                  7,667         5,872
  Total current liabilities                        62,918        63,053

LONG-TERM DEBT                                     70,452        53,351
LONG-TERM MEDICARE AND MEDICAID LIABILITIES        40,569        43,936
OTHER LIABILITIES                                   2,396         3,162
TOTAL LIABILITIES                                 176,335       163,502

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT):
Common stock - $.01 par value; 50,000,000
  shares authorized; 11,809,653
  outstanding at November 30, 2000 and
  February 29, 2000                                   118           118
Additional paid-in capital                         50,981        50,921
Accumulated deficit                              (134,087)     (121,030)
   Total stockholders' equity (deficit)           (82,988)      (69,991)
TOTAL                                            $ 93,347      $ 93,511
<FN>

        See notes to condensed consolidated financial statements.
</FN>
</TABLE>
                                   -2-
<TABLE>
<CAPTION>
TENDER LOVING CARE HEALTH CARE SERVICES, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
(In thousands, except per share data)

                                Three Months Ended   Nine Months Ended
                                   November 30,         November 30,
                                   2000     1999        2000     1999
<S>                                    <C>       <C>        <C>       <C>
CONTINUING OPERATIONS:
TOTAL REVENUES                         $ 59,694  $ 61,623   $172,552  $197,450

OPERATING EXPENSES:
  Service costs                          32,907    36,764    102,024   123,196
  General and administrative costs       25,522    25,617     70,338    78,645
Total operating expenses                 58,429    62,381    172,362   201,841

Income (loss) before interest,
 depreciation, amortization and
 income taxes                             1,265      (758)       190    (4,391)

INTEREST AND OTHER EXPENSES:
  Interest expense                        3,876     1,413     10,505     3,282
  Interest (income)                        (135)     (195)      (499)     (567)
  Depreciation and amortization           1,128     1,435      3,380     3,784
  Other (income) expense, net               (46)    1,860       (214)    1,332
Total interest and other expenses         4,823     4,513     13,172     7,831

(LOSS) FROM CONTINUING OPERATIONS
  BEFORE INCOME TAXES                    (3,558)   (5,271)   (12,982)  (12,222)

PROVISION FOR INCOME TAXES                   25        25         75        75

NET (LOSS) FROM CONTINUING OPERATIONS    (3,583)   (5,296)   (13,057)  (12,297)

INCOME (LOSS) FROM DISCONTINUED
  OPERATIONS (NET OF INCOME TAXES)           -       (821)        -      1,430

NET (LOSS)                             $ (3,583) $ (6,117)  $(13,057) $(10,867)

INCOME (LOSS) PER COMMON SHARE-BASIC:
  Continuing operations                $   (.30) $   (.45)  $  (1.11) $  (1.04)
  Discontinued operations                    -       (.07)        -        .12
  Net (loss)                           $   (.30) $   (.52)  $  (1.11) $   (.92)

INCOME (LOSS) PER COMMON SHARE-DILUTED:
  Continuing operations                $   (.30) $   (.45)  $  (1.11) $  (1.04)
  Discontinued operations                    -       (.07)        -        .12
  Net (loss)                           $   (.30) $   (.52)  $  (1.11) $   (.92)

WEIGHTED AVERAGE COMMON SHARES
  OUTSTANDING:
    Basic                                11,810    11,810     11,810    11,810
    Diluted                              11,810    11,810     11,810    11,810
<FN>
           See notes to condensed consolidated financial statements.
</FN>
</TABLE>
                                      -3-
<TABLE>
<CAPTION>
TENDER LOVING CARE HEALTH CARE SERVICES, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
(In thousands)
                                                   Nine Months Ended
                                                      November 30,
                                                    2000       1999
<S>                                              <C>         <C>
Cash Flows from Operating Activities:
Net (loss)                                       $(13,057)   $(10,867)
Adjustments to reconcile net (loss) to net
  cash provided by (used in) operations:
    Depreciation and amortization of fixed assets   2,910       3,374
    Amortization of intangibles and goodwill          470         410
    Allowance for doubtful accounts                 1,374      (2,995)
    Income tax refund received                         -        1,733
    Write-off of goodwill and other assets             -          358
    Write-off of fixed assets                          -        1,609
    Gain on sale of assets                            (27)       (779)
    Increase (decrease) in other liabilities         (766)     10,247
 Change in operating assets and liabilities:
    Accounts receivable                            (8,977)        159
    Prepaid expenses and other current assets         502        (642)
    Accounts payable and accrued expenses          (2,077)      4,638
    Accrued payroll and payroll related expenses   (1,750)      1,003
    Decrease in Medicare and Medicaid liabilities  (1,470)     (3,827)
    Other assets                                     (583)        133
    Net assets of discontinued operations              -       (1,430)
Net cash provided by (used in) operating
  activities                                      (23,451)      3,124

Cash Flows from Investing Activities:
Proceeds from sale of assets                           29         917
Additions to fixed assets, net                     (1,150)     (1,780)
Net cash used in investing activities              (1,121)       (863)

Cash Flows from Financing Activities:
Borrowings under secured credit facility           21,246          -
Proceeds from note payable                          1,000          -
Payments of notes payable and other
  long-term liabilities                            (3,350)       (887)
Net cash provided by (used in) financing
  activities                                       18,896        (887)

Net Increase (decrease) in Cash and Cash
  Equivalents                                      (5,676)      1,374
Cash and Cash Equivalents, Beginning of Period      9,299       1,323
Cash and Cash Equivalents, End of Period          $ 3,623    $  2,697

Supplemental Data:
Cash paid (received) for:
  Interest                                        $ 9,950    $  2,258
  Income taxes, net                               $   (45)   $ (1,318)

Acquisition of businesses through
  issuance of notes payable                       $    -     $    310
<FN>
       See notes to condensed consolidated financial statements.
</FN>
</TABLE>
                                  -4-
TENDER LOVING CARE HEALTH CARE SERVICES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.   HEALTH CARE REFORM - Effective October 1, 2000, the Federal
     Health Care Financing Administration ("HCFA") enacted a new
     payment methodology for providers of Medicare home health
     services.  This new methodology, the prospective payment
     system ("PPS"), incorporated a 60-day episode of care for
     services provided to each eligible beneficiary under a
     Medicare home health plan of care.  The payment for each
     beneficiary is based upon an amount determined at the
     beginning of each episode.  Such amount is calculated
     according to a HCFA standard formula, the home health resource
     group ("HHRG"), which measures three dimensions of care:
     clinical, functional status and service utilization.  Home
     health care providers have an opportunity to generate profits
     under PPS if costs are contained under the per-episode payment
     amounts.

     For the quarter ended November 30, 2000, the Company has
     recorded revenues of $23.0 million since enactment of PPS on
     October 1, 2000.  Approximately $32.8 million and $87.7
     million of the Company's revenues were generated under the
     Medicare program for the three and nine months ended November
     30, 2000 as compared to $28.3 million and $89.8 million for
     the three and nine months ended November 30, 1999,
     respectively.

2.   FINANCIAL STATEMENTS - The accompanying unaudited condensed
     consolidated financial statements reflect the home health care
     service operations of Tender Loving Care Health Care Services,
     Inc. ( "TLCS" or the "Company") and its related financial
     position and cash flows. On October 20, 1999, the Company
     began operations as an independent, publicly traded company
     resulting from the spin-off of the home health care operations
     previously owned by Staff Builders, Inc. ("SBLI") ("the spin-
     off"). The spin-off was accomplished by TLCS acquiring 100% of
     the outstanding capital stock of the SBLI subsidiaries engaged
     in the home health care business with a pro rata distribution
     made to SBLI stockholders of all of the shares of TLCS common
     stock owned by SBLI ("the Distribution").  The Distribution
     was made by issuing one share of TLCS common stock for every
     two shares of SBLI Class A and Class B common stock which were
     outstanding on October 12, 1999 ("the Record Date").  Based
     upon the 23,619,388 shares of SBLI common stock which were
     outstanding on the Record Date, 11,809,694 shares of TLCS
     common stock were distributed to holders of SBLI Class A and
     Class B common stock.  All references to shares outstanding
     prior to the spin-off date have been retroactively adjusted
     for the spin-off.  Since the spin-off date, TLCS and SBLI have
     been separate, stand-alone companies, with TLCS operating the
     home health care business segment and SBLI operating the
     supplemental staffing business segment.

                               -5-

     The spin-off was reported as a reverse spin-off for
     financial statement purposes because a greater proportion of
     the former assets and operations of SBLI are held by TLCS
     after the spin-off. Therefore, the spin-off has been
     reflected for financial statement purposes as if TLCS was the
     continuing company and the stock of SBLI was distributed as a
     dividend to TLCS stockholders.  Accordingly, the TLCS
     financial statements reflect the financial position and
     results of operations of the home health care business segment
     as continuing operations and the results of operations of the
     supplemental staffing business segment now owned by SBLI as
     discontinued operations.

     In the opinion of the Company, the accompanying unaudited
     condensed consolidated financial statements contain all
     adjustments (consisting of only normal and recurring accruals)
     necessary to present fairly the financial position of the
     Company and its subsidiaries as of November 30, 2000 and
     February 29, 2000 and the results of operations and the cash
     flows for the nine months ended November 30, 2000 and 1999.
     The results for the three and nine months ended November 30,
     2000 and 1999 are not necessarily indicative of the results
     for an entire year.  It is suggested that these condensed
     consolidated financial statements be read in conjunction with
     the Company's audited financial statements as of February 29,
     2000 and for the year then ended which are included in the
     Company's annual report on Form 10-K.

3.   EARNINGS (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE - The
     calculation of basic and diluted earnings (loss) per share was
     calculated for all periods in accordance with the requirements
     of Statement of Financial Accounting Standards No. 128,
     "Earnings per Share."

     The shares used in computing basic and diluted earnings (loss)
     per share were 11,809,694 shares for the three and nine months
     ended November 30, 2000 and 1999. The calculations of earnings
     (loss) per share reflect the weighted average number of shares
     outstanding as a result of the Distribution (see Note 2).  The
     weighted average number of shares outstanding reflect the
     Distribution as if it occurred as of March 1, 1999.

4.   MEDICARE REPAYMENTS - In December 1999, the Company reached an
     agreement with the Federal Health Care Financing
     Administration ("HCFA") for a five year plan for repayment of
     certain Medicare liabilities.  The repayment plan will be in
     effect through September 2004.  The total principal portion of
     Medicare and Medicaid liabilities was $52.9 million and $54.3
     million at November 30, 2000 and February 29, 2000,
     respectively.  Under this repayment agreement, the Company is
     repaying excess periodic interim payments ("PIP") received as
     well as certain Medicare audit liabilities.

     In July 2000, HCFA granted a moratorium to the Company whereby
     no payments were required for the May through October 2000

                               -6-
     period.  In November 2000, the Company resumed monthly
     payments of principal and interest aggregating $1.0 million
     which are scheduled to continue through March 2001.  United
     Government Services ("UGS") collects amounts due under the
     repayment plan by offsetting against current remittances due
     to the Company. All remaining liabilities as of April 2001,
     for periods covered by this repayment plan including accrued
     interest, will then be paid in equal monthly installments over
     the remaining 42 months of the repayment plan through
     September 2004.

     The Medicare repayment plan covers excess quarterly PIP
     amounts received through August 31, 1999, audit liabilities
     for which assessments have been made to date and assessments
     which will be made in future periods through April 2001.  Any
     overpayments or audit liabilities that are successfully
     appealed by the Company will be subtracted from the total
     amount owed under the repayment plan.  Interest is accrued
     from the date of each assessment at the government rate of
     interest, as revised from time to time (currently at 13.875%
     per annum) on all Medicare liabilities except for the PIP
     related liability for which interest accrues beginning one
     year after the date of the respective assessment, less any
     payments made.

5.   CONTINGENCIES - On December 21, 1998, H.L.N. Corporation,
     Frontlines Homecare, Inc., E.T.H.L., Inc., Phoenix Homelife
     Nursing, Inc., and Pacific Rim Health Care Services, Inc.,
     former home care licensees (franchisees) of the Company for
     the territory comprising certain counties in and around Los
     Angeles, California and their holding company, instituted an
     action against the Company's subsidiaries, Staff Builders,
     Inc., Staff Builders International, Inc. and Staff Builders
     Services, Inc., and certain executive officers of the Company
     in the Superior Court for the State of California, County of
     Los Angeles.  The action was removed to United States District
     Court for the Central District of California on December 22,
     1998.  Plaintiffs filed a First Amended Complaint in the
     Central District on January 8, 1999 and September 1, 1999,
     respectively, to challenge the termination of the four
     franchise agreements between the Company and certain of the
     named plaintiffs, seeking damages for violations of California
     franchise law, breach of contract, fraud and deceit, unfair
     trade practices, claims under the RICO, negligence,
     intentional interference with contractual rights, declaratory
     and injunctive relief and a request for an accounting.
     Plaintiffs seek an unspecified amount of damages.  Discovery
     is currently in process.

          On April 30, 1999, Nursing Services of Iowa, Inc., Helen
     Kelly, Geri-Care Home Health, Inc. and Jacquelyn Klooster, two
     former home health care licensees of the Company and their
     principals in Des Moines and Sioux City, Iowa, respectively,
     commenced an action in the United States District Court for
     the Southern District of Iowa, Central Division against the

                               -7-
     Company's subsidiaries, Staff Builders International, Inc.,
     Staff Builders Services, Inc., Staff Builders, Inc., and
     certain executive officers of the Company. The action alleges
     claims under the RICO, claiming a series of deliberate and
     illegal actions designed to defraud Staff Builders'
     franchisees, as well as claims for negligence, breach of
     fiduciary duty, breach of contract, fraudulent
     misrepresentation and violation of the Iowa franchise law. The
     complaint seeks unspecified money damages, a claim for
     treble damages on the RICO claims and punitive and exemplary
     damages.  Pursuant to the Company motion, all of the RICO
     counts except for one count were dismissed by the Court.
     Discovery is currently in process.

          The Company is a defendant in several civil actions which
     are routine and incidental to its business.  The Company
     purchases insurance in such amounts which management believes
     to be reasonable and prudent.

          Although the Company cannot estimate the ultimate cost of
     its open legal matters with precision, it has recorded a loss
     accrual at November 30, 2000 and February 29, 2000 for the
     aggregate, estimated amount to litigate or resolve such
     matters.  In the opinion of management, the outcome of pending
     litigation will not have a material adverse effect on the
     Company's consolidated financial position or results of
     operations.  However, unfavorable resolutions of these actions
     could have an adverse impact on liquidity.



























                               -8-


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis provides information which
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 Condensed
Consolidated Financial Statements appearing in Item 1.

Results of Operations

Total revenues decreased by $1.9 million or 3.1% for the three
months ended November 30, 2000 to $59.7 million from $61.6 million
for the three months ended November 30, 1999.  For the nine months
ended November 30, 2000 ("the 2000 period"), total revenues
decreased by $24.9 million or 12.6% to $172.6 million from $197.5
million for the nine months ended November 30, 1999 ("the 1999
period"). The decrease in total revenues in the 2000 period was
primarily due to a decrease in the number of locations to 90 as of
November 30, 2000 as compared to 105 as of November 30, 1999,
partially offset by an increase in Medicare revenues resulting from
increased rates under the prospective payment system ("PPS"), which
is a new payment methodology enacted as of October 1, 2000 by the
Federal Health Care Financing Administration ("HCFA").

The following are the Company's service revenues by payment
source:
<TABLE>
<CAPTION>
                            Three Months Ended   Nine Months Ended
                               November 30,         November 30,
                             2000       1999      2000      1999
<S>                          <C>        <C>       <C>       <C>
Medicare                     55.0%      45.9%     50.8%     45.6%
Medicaid and other local
 government programs         24.9       25.4      26.1      26.6
Insurance and individuals    19.7       27.5      22.6      26.9
Other                         0.4        1.2       0.5       0.9
Total                       100.0%     100.0%    100.0%    100.0%
</TABLE>
Direct service costs were 55.1% and 59.7% of service revenues for
the three months ended November 30, 2000 and 1999, and 59.1% and
62.6% for the nine months ended November 30, 2000 and 1999,
respectively.  These decreases in operating costs as a percentage
of service revenues were primarily due to the reduction in service
wages as a percentage of related service revenues.  The reduction
in service wages reflects a change in revenue mix, continuing
improvement in service utilization and management of related
caregiver costs.

General and administrative costs were $25.5 million and $25.6
million for the three months ended November 30, 2000 and 1999 and
$70.3 million and $78.6 million, or 40.8% and 40.0% of related
service revenues, in the 2000 and 1999 periods, respectively.  The
decrease in general and administrative costs was primarily due to
the decrease in the number of operating locations, as well as steps
taken to reduce operating costs.
                               -9-
Interest expense was approximately $3.9 million and $10.5 million
in the three and nine months ended November 30, 2000 as compared to
$1.4 million and $3.3 million in the comparable prior year periods,
respectively.  These increases were primarily due to the increase
in the level of borrowings under the Company's secured financing
facility and an increase in interest expense related to the
Company's Medicare liabilities which are being paid pursuant to a
five-year repayment plan.

Health Care Reform and Medicare/Medicaid Repayments

Effective October 1, 2000, HCFA enacted a new payment methodology
for providers of Medicare home health services.  This new
methodology, "PPS", incorporated a 60-day episode of care for
services provided to each eligible beneficiary under a Medicare
home health plan of care.  The payment for each beneficiary is
based upon an amount determined at the beginning of each episode.
Such amount is calculated according to a HCFA standard formula, the
home health resource group ("HHRG"), which measures three
dimensions of care: clinical, functional status and service
utilization.  Home health care providers have an opportunity to
generate profits under PPS if costs are contained under the per-
episode payment amounts.

The Company's Medicare PIP liability increased to $19.0 million at
November 30, 2000 as compared to $18.6 million at February 29, 2000
resulting from additional excess amounts received of $2.1 million
offset by repayments and favorable adjustments aggregating $1.7
million.

During the nine months ended November 30, 2000, the Company paid an
aggregate amount of approximately $4.6 million for Medicare audit
liabilities and PIP repayments including $2.8 million and $1.8
million in principal and interest, respectively. The total
principal portion of Medicare and Medicaid liabilities was $52.9
million and $54.3 million at November 30, 2000 and February 29,
2000, respectively.

Liquidity and Capital Resources

The Company finances its operations through an accounts receivable
purchase program with an entity which provides health care accounts
receivable financing. During the quarter ended November 30, 2000,
the financing entity increased the maximum permitted amount of
accounts receivable which can be purchased to $85 million from $60
million.

In July 2000, HCFA granted a moratorium to the Company for the
repayment of certain of the Company's Medicare liabilities whereby
no payments were required for the May through October 2000 period.
In November 2000, the Company resumed monthly payments of principal
and interest aggregating $1.0 million which are scheduled to
continue through March 2001.  United Government Services ("UGS")
collects amounts due under the repayment plan by offsetting against

                              -10-

current remittances due to the Company.  All remaining liabilities
as of April 2001 for periods covered by this repayment plan,
including accrued interest, will then be paid in equal monthly
installments over the remaining 42 months of the repayment plan
through September 2004.

Under PPS, the Company bills Medicare for each 60-day episode of
care.  The Company is permitted to render such billing after the
first patient visit within the episode period has been made.  The
Company receives 60% of such billing within approximately two weeks
after Medicare's receipt of the billing.  After the 60-day episode
has ended, the Company renders a final bill for the entire episode.
Generally, the Company expects to receive payment of the remaining
40% of its bill from Medicare approximately two weeks after the
final bill is rendered. Medicare fiscal intermediaries are
implementing new systems which may result in slower payments than
otherwise anticipated.  The Company began billing for the remaining
40% end-of patient episode amounts in December 2000.  All final
billing must be received by Medicare within 120 days after the
first visit is rendered, to enable final collection of all amounts
receivable and retention of amounts received to date for each
episode of care. Under the prior IPS methodology which ended on
September 30, 2000, the Company was reimbursed according to the
lower of its actual costs, per-visit limits or annual per-
beneficiary limits.

On December 22, 2000, President Clinton signed into law a bill
entitled the Medicare, Medicaid and State Children's Health
Insurance Program Benefits Improvement Protection Act.  The home
health care provisions of the bill include an additional 10%
increase to the PPS payments for services to home health patients
in rural areas between April 1, 2001 and April 1, 2003 and a one-
time PIP payment to home health agencies that were on PIP as of
September 30, 2000.  Such payment is equal to the aggregate amount
of the most recent four bi-weekly PIP payments, which for the
Company approximates $12.0 million.  Such payment is scheduled to
be made as soon as practicable, which the Company expects to be on
or before January 31, 2001.

On May 31, 2000, the Company received $1.0 million from an outside
investor.  As consideration for the amount received, TLCS issued a
subordinated promissory note payable in the amount of $1.0 million
and warrants to purchase 333,333 shares of TLCS common stock.  The
note payable bears interest at 8% per annum and requires 36 monthly
principal payments of approximately $12 thousand each from January
2002 through December 2004 with the remaining principal balance of
approximately $571 thousand payable on January 1, 2005.  Interest
is accrued commencing May 31, 2000 and is payable monthly from
January 2001 until the outstanding principal is paid.  The warrants
are exercisable at $.20 per share and expire on January 1, 2005.

A significant concern for the Company is to maintain adequate cash
resources as it is progressing through the beginning phase under
PPS. As a result, management continues to pursue various

                              -11-

strategies, including but not limited to, obtaining additional
financing, cost reductions, increase in patient census and
negotiating with new and existing payor sources to render
additional services at optimum reimbursement rates.  Further, the
Company continually reviews the collectibility of all receivables
and adjusts its business mix by payor source to maximize cash flow.
Additionally, while the Company has a financing arrangement
pursuant to which the Company sells its trade accounts receivable,
the financing facility is not obligated to continually purchase
such receivables.  Further, the Company has obtained favorable
extended payment terms from some of its trade creditors and is
continuing to negotiate extended payment terms with other vendors.
However, there can be no assurance that the Company's creditors
will not demand immediate payment of amounts in arrears or that
they will continue to extend additional credit to the Company.
There can be no assurance that the Company's actions will be
successful to provide adequate funds for its current level of
operations and to pay the Company's past-due obligations.

FORWARD-LOOKING STATEMENTS

     Certain statements in this report on Form 10-Q constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995.  These statements are
typically identified by the inclusion of phrases such as "the
Company anticipates", "the Company believes" and other phrases of
similar meaning.  These forward looking statements are based on the
Company's current expectations.  Such forward-looking statements
involve known and unknown risks, uncertainties, and other factors
that may cause the actual results, performance or achievements of
the Company to be materially different from any future results,
performance or achievements expressed or implied by such forward-
looking statements.  The potential risks and uncertainties which
could cause actual results to differ materially from the Company's
expectations include the impact of further changes in the Medicare
reimbursement system, including any changes to the current
prospective payment system; government regulation; health care
reform; pricing pressures from third-party payors, including
managed care organizations; retroactive Medicare audit adjustments;
changes in laws and interpretations of laws or regulations relating
to the health care industry; and inability to obtain financing on
satisfactory terms.

GOVERNMENT REGULATION.  As a home health care provider, the Company
is subject to extensive and changing state and Federal regulations
relating to the licensing and certification of its offices and the
sale and delivery of its products and services.  The Federal
government and Medicare fiscal intermediaries have become more
vigilant in their review of Medicare reimbursements to home health
care providers generally, and are becoming more restrictive in
their interpretation of those costs for which reimbursement will be
allowed to such providers.  Changes in the law and regulations as
well as new interpretations enforced by the relevant regulatory
agencies could have an adverse effect on the Company's operations
and the cost of doing business.

                              -12-
THIRD-PARTY REIMBURSEMENT AND MANAGED CARE.  Because the Company is
reimbursed for its services primarily by the Medicare/Medicaid
programs, insurance companies, managed care companies and other
third-party payors, the implementation of alternative payment
methodologies for any of these payors could have an impact on
revenues and profit margins.  Generally, managed care companies
have sought to contain costs by reducing payments to providers.
Continued cost reduction efforts by managed care companies could
adversely affect the Company's results of operations.

HEALTH CARE REFORM. A new prospective payment system ("PPS")
became effective for all home health care agencies on October 1,
2000.  Home health care providers have an opportunity to generate
profits under PPS if costs are contained under the per-episode
reimbursement amounts. However, unforeseen changes in health care
reimbursement regulations could adversely affect the Company's
ability to generate a profit under PPS.  In addition, because PPS
requires significant changes in billing methodology, the Company's
systems may not be able to adapt immediately or sufficiently to all
such changes. Further, Medicare fiscal intermediaries are
implementing new systems which may result in slower payments than
otherwise anticipated.

As Congress and state entities assess alternative health care
delivery systems and payment methodologies, the Company cannot
predict which additional reforms may be adopted or what impact they
may have on the Company.  Additionally, uncertainties relating to
the nature and outcomes of health care reforms have also generated
numerous realignments, combinations and consolidations in the
health care industry which may also have an adverse impact on the
Company's business strategy and results of operations.

BUSINESS CONDITIONS.  The Company must continue to establish and
maintain close working relationships with physicians and physician
groups, managed care organizations, hospitals, clinics, nursing
homes, social service agencies and other health care providers.
There can be no assurance that the Company will continue to
establish or maintain such relationships.  The Company expects
additional competition will develop in future periods given the
increasing market demand for the type of services offered.

ATTRACTION AND RETENTION OF LICENSEES AND EMPLOYEES.  Maintaining
quality licensees, managers and branch administrators will play a
significant part in the future success of the Company.  The
Company's professional nurses and other health care personnel are
also key to the continued provision of quality care to the
Company's patients.  The possible inability to attract and retain
qualified licensees, skilled management and sufficient numbers of
credentialed health care professionals and para-professionals and
information technology personnel could adversely affect the
Company's operations and quality of service.

SATISFACTORY FINANCING.  Proceeds from the Company's financing
program provided some working capital and the ability to pay

                              -13-

portions of certain accumulated indebtedness.  The Company has
negotiated deferred payment terms for certain of its Medicare and
Medicaid liabilities and has made or is in the process of making
arrangements with many of its other creditors to either reduce its
liability to them, defer and/or extend payment of the liability, or
a combination of all.  Management cannot provide assurance that any
or a sufficient number of such arrangements can be attained or that
the Company's vendors will continue to extend credit.  In such
event, or if the Company's revenues do not meet expectations or its
costs escalate, the Company may be unable to pay its debts as they
become due.  Pursuant to the Company's agreement with HCFA to repay
accumulated Medicare liabilities, the Company will be required to
pay excess periodic interim payments received as well as certain
Medicare liabilities through September 2004. United Government
Services collects amounts due under the repayment plan by
offsetting against current remittances due to the Company.  If no
Medicare accounts receivable are available for offset as amounts
become due under the repayment plan, then all amounts owed pursuant
to this repayment plan may become immediately due and payable.




































                              -14-


PART II - OTHER INFORMATION

ITEM I.   LEGAL PROCEEDINGS

          On September 20, 1995, the United States Attorney for the
     Eastern District of Pennsylvania alleged that between 1987 and
     1989, a corporation, substantially all assets and liabilities
     of which were acquired by a subsidiary of the Company in 1993,
     submitted false claims to Medicare.  The alleged false claims
     and false statements were made before the Company acquired
     that corporation in 1993.  The Company has obtained a
     settlement of the outstanding claims for approximately $609
     thousand, which is being paid in equal monthly installments of
     approximately $51 thousand over the twelve months ending
     October 2001.

          On July 17, 1998, the Federal government ordered that a
     complaint filed by Ali Waris, the former owner of a home
     health care agency purchased by the Company in 1993, be
     unsealed and served upon Staff Builders, Inc. and Targa
     Group, Inc., a former licensee of the Company. The
     government elected not to intervene in the action, in which
     Mr. Waris claimed damages for alleged violations of the False
     Claims Act by the Company in connection with payments claimed
     by the Company on its cost report for consulting services.
     The Company has completed a settlement of the cost report
     issues directly with the United States Government pursuant to
     which the Company is paying an aggregate amount of $160
     thousand, in monthly installments, over the twelve months
     ending October 2001.  As part of the settlement, Mr. Waris has
     withdrawn his lawsuit.


ITEM 5.   OTHER INFORMATION

          On August 24, 2000, the Company entered into a
     definitive Settlement Agreement with the United States
     Government in connection with home health services and
     related supplies submitted by the Company's former licensee
     in Port St. Lucie, Florida in his illegal efforts to defraud
     both the Company and the Federal Government.  The $1.4
     million that the Company has already paid back to the
     Government represented single damages for the Government's
     allegations of fraudulent billings that the licensee
     submitted to the Company for submission in its cost reports
     to Medicare.  In connection with the settlement, the Company
     has entered into a Corporate Integrity Agreement with the
     Office of Inspector General of the Department of Health and
     Human Services for a period of five years.  Most of the
     compliance activities set forth in the Integrity Agreement are
     already a part of the Company's Compliance Program; in
     addition to the procedures already followed under the
     existing Corporate Compliance Program, the Company has hired
     an independent review organization to review the findings made
     by its Internal Audit Department in conducting random
     billing reviews as well as an annual billing review of the
     Port St. Lucie operation.

                              -15-

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A)       Exhibits

Exhibit No.              Description

3.1            Amended and Restated Certificate of Incorporation
               of the Company, filed with the Secretary of State
               of Delaware on October 14, 1999.  (A)

3.2            Amended and Restated By-laws of the Company. (A)

10.1           Settlement Agreement, dated September 22, 2000
               between the Company, one of its subsidiaries,
               Albert Gallatin Visiting Nurse Association and
               the United States of America.

10.2           Settlement Agreement and Release, dated October
               18, 2000 between the Company, Staff Builders,
               Inc., a Delaware corporation, Targa Group, Inc.
               (a former licensee), the United States of America
               and Ali Waris.

NOTES TO EXHIBITS

(A)       Incorporated by reference to the Company's Form 10-Q
          (File No. 0-25777) filed with the Commission on October
          20, 1999.



(B)       Reports on Form 8-K

No reports on Form 8-K were filed by the Registrant for the
quarter ended November 30, 2000.


















                              -16-

                           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.

                                Tender Loving Care Health
                                Care Services, Inc.




Dated:  January 15, 2001    By: /s/ Stephen Savitsky
                                Stephen Savitsky
                                Chairman of the Board and
                                Chief Executive Officer




Dated:  January 15, 2001    By: /s/ Dale R. Clift
                                Dale R. Clift
                                President and
                                Chief Operating Officer


Dated:  January 15, 2001    By: /s/ Willard T. Derr
                                Willard T. Derr
                                Chief Financial Officer and
                                Senior Vice President,
                                Corporate Controller
                                (Principal Financial and
                                 Accounting Officer)



















                              -17-