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 AUGUST 31, 2000, OR

       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
       FROM            TO           .



       Commission file number 0-25777



          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         No   X

The number of shares of common stock outstanding on October 10,
2000 were 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 -
          August 31, 2000 and February 29, 2000              2

          Condensed Statements of Consolidated
          Operations - Three and six months ended
          August 31, 2000 and 1999                           3

          Condensed Statements of Consolidated Cash
          Flows - Six months ended August 31, 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    8-10

          Factors Affecting the Company's Future
          Performance                                      10-13

PART II   OTHER INFORMATION                                 14

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                 14-15







                               -1-
<TABLE>
<CAPTION>

<PAGE>
TENDER LOVING CARE HEALTH CARE SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
                                                AUGUST 31,  FEBRUARY 29,
                                                  2000          2000
                                               (UNAUDITED)
<S>                                              <C>          <C>
ASSETS:
CURRENT ASSETS:
 Cash and cash equivalents                       $  1,033     $  9,299
 Accounts receivable, net of allowance
   for doubtful accounts of $6,077
   and $5,900, respectively                        55,581       55,221
 Prepaid expenses and other current assets          2,418        3,056
   Total current assets                            59,032       67,576

FIXED ASSETS, net of accumulated depreciation
   of $7,914 and $6,054, respectively              16,887       18,243
INTANGIBLE ASSETS, net of accumulated
   amortization of $9,307 and $8,984,
   respectively                                     4,165        4,489
OTHER ASSETS                                        3,077        3,203
TOTAL                                            $ 83,161     $ 93,511

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
CURRENT LIABILITIES:
 Accounts payable and accrued expenses           $ 18,228     $ 23,784
 Accrued payroll and payroll related expenses      21,154       22,996
 Current portion of Medicare and
   Medicaid liabilities                             8,706       10,401
 Current portion of long-term debt                  6,424        5,872
   Total current liabilities                       54,512       63,053

LONG-TERM DEBT                                     62,416       53,351
LONG-TERM MEDICARE AND MEDICAID LIABILITIES        42,746       43,936
OTHER LIABILITIES                                   2,892        3,162
TOTAL LIABILITIES                                 162,566      163,502

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT):
Common Stock - $.01 par value; 50,000,000 shares
  authorized; 11,809,653 shares outstanding at
  August 31 and February 29, 2000                     118          118
Additional paid-in capital                         50,981       50,921
Accumulated deficit                              (130,504)    (121,030)
   Total stockholders' equity (deficit)           (79,405)     (69,991)
TOTAL                                            $ 83,161     $ 93,511
<FN>

        See notes to condensed consolidated financial statements.
</FN>
</TABLE>
                                   -2-
<TABLE>
<CAPTION>

<PAGE>
TENDER LOVING CARE HEALTH CARE SERVICES, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
(In thousands, except per share data)

                                Three Months Ended    Six Months Ended
                                    August 31,            August 31,
                                   2000     1999       2000      1999
<S>                                   <C>        <C>       <C>       <C>
CONTINUING OPERATIONS:
REVENUES:
  Service revenues                     $ 56,183  $ 65,370  $112,814  $135,297
  Sale of licensees and fees, net            15       362        44       530
Total revenues                           56,198    65,732   112,858   135,827

Costs and Expenses:
  Service costs                          33,979    41,947    69,117    86,432
  General and administrative costs       22,770    25,863    44,816    53,028
Total operating expenses                 56,749    67,810   113,933   139,460

(Loss) before interest, depreciation,
 amortization and income taxes             (551)   (2,078)   (1,075)   (3,633)

INTEREST AND OTHER EXPENSES:
  Interest expense                        3,323     1,500     6,629     1,896
  Interest (income)                        (129)     (278)     (364)     (373)
  Depreciation and amortization           1,130     1,095     2,252     2,324
  Other (income) expense, net               (93)     (378)     (168)     (529)
Total interest and other expense          4,231     1,939     8,349     3,318

(LOSS) FROM CONTINUING OPERATIONS
  BEFORE INCOME TAXES                    (4,782)   (4,017)   (9,424)   (6,951)

PROVISION FOR INCOME TAXES                   25        25        50        50

NET (LOSS) FROM CONTINUING OPERATIONS    (4,807)   (4,042)   (9,474)   (7,001)

INCOME FROM DISCONTINUED OPERATIONS
  (NET OF INCOME TAXES)                      -      1,476        -      2,251

NET (LOSS)                             $ (4,807) $ (2,566) $ (9,474)  $(4,750)

INCOME (LOSS) PER COMMON SHARE-BASIC:
  Continuing operations                $   (.41)  $  (.34) $   (.80)  $  (.59)
  Discontinued operations                    -        .12        -        .19
  Net (loss)                           $   (.41)  $  (.22) $   (.80)  $  (.40)

INCOME (LOSS) PER COMMON SHARE-DILUTED:
  Continuing operations                $   (.41)  $  (.34)  $  (.80)  $  (.59)
  Discontinued operations                    -        .12        -        .19
  Net (loss)                           $   (.41)  $  (.22)  $  (.80)  $  (.40)

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)                                     Six Months Ended
                                                      August 31,
                                                    2000       1999
<S>                                               <C>        <C>
Cash Flows from Operating Activities:

Net (loss)                                        $(9,474)   $(4,750)
Adjustments to reconcile net (loss) to net
  cash provided by operations:
   Depreciation and amortization of fixed assets    1,928      2,085
   Amortization of intangibles and goodwill           324        239
   Allowance for doubtful accounts                    177      1,142
   Income tax refund received                          -       1,733
   Gain on sale of assets                             (23)       (65)
   Increase (decrease) in other liabilities          (270)       668
Change in operating assets and liabilities:
   Accounts receivable                               (537)       280
   Accrued payroll and payroll related expenses    (1,842)       642
   Prepaid expenses and other current assets          638       (252)
   Accounts payable and accrued expenses           (5,556)     3,242
   Decrease in Medicare and Medicaid liabilities   (2,885)    (2,657)
   Other assets                                       186        851
   Net assets of discontinued operations               -      (8,949)
Net cash used in operating activities             (17,334)    (5,791)

Cash Flows from Investing Activities:
Proceeds from sale of assets                           25         65
Additions to fixed assets, net                       (574)    (2,726)
Net cash used in investing activities                (549)    (2,661)

Cash Flows from Financing Activities:
Borrowings under secured credit facilities         10,570      8,645
Proceeds from note payable                          1,000         -
Payments of notes payable and other
  long-term liabilities                            (1,953)      (315)
Net cash provided by financing activities           9,617      8,330

Net (decrease) in Cash
  and Cash Equivalents                             (8,266)      (122)
Cash and Cash Equivalents, Beginning
  of Period                                         9,299      1,323
Cash and Cash Equivalents, End of Period          $ 1,033    $ 1,201

Supplemental Data:
Cash paid (received) for:
  Interest                                        $ 7,005    $   897
  Income taxes, net                               $   (36)   $   118

Acquisition of business 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.   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.

     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 August 31, 2000 and
     February 29, 2000 and the results of operations and the cash
     flows for the six months ended August 31, 2000 and 1999.  The
     results for the three and six months ended August 31, 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,

                               -5-
     2000 and for the year then ended which are included in the
     Company's annual report on Form 10-K.

2.   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 11,809,653 shares for the three and six months
     ended August 31, 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 1.)  The
     weighted average number of shares outstanding reflect the
     Distribution as if it occurred as of March 1, 1999.

3.   MEDICARE REPAYMENT PLAN - 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 $51.5 million and $54.3
     million at August 31, 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.

     On July 11, 2000, the Company was notified in writing that a
     moratorium was granted to the Company whereby no payments will
     be required until November 2000, at which time the Company
     will be required to pay principal and interest aggregating
     $1.0 million per month through March 2001.  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.





                               -6-
4.   CONTINGENCIES - 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
     negotiated a settlement of the outstanding claims for
     approximately $650 thousand, payable over twelve months, the
     conclusion of which is pending final government signatures.

          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 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 (franchisee) 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 case was dismissed pursuant to the Company's
     motion and Mr. Waris appealed. The appeal has been stayed by
     the Court pending finalization of the settlement agreement,
     whereby the cost report issues will be settled directly with
     the United States Government for $160 thousand, payable over
     twelve months, in exchange for the withdrawal of Mr. Waris'
     lawsuit.

          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

                               -7-
     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
     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 August 31, 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.


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 $9.5 million or 14.5% for the three
months ended August 31, 2000  to $56.2 million from $65.7 million
for the three months ended August 31, 1999.  For the six months
ended August 31, 2000 ("the 2000 period"), total revenues decreased
by $23.0 million or 16.9% to $112.8 million from $135.8 million for
the six months ended August 31, 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 August 31, 2000
as compared to 107 as of August 31, 1999.



                               -8-

The following are the Company's service revenues by payment
source:

                            Three Months Ended   Six Months Ended
                                August 31,          August 31,
                             2000       1999      2000      1999

Medicare                     47.5%      41.4%     46.8%     43.4%
Medicaid                     26.6       28.7      26.6      27.2
Insurance, contracts and
 individuals                 25.7       29.3      26.0      28.7
Other                         0.2        0.6       0.6       0.7
Total                       100.0%     100.0%    100.0%    100.0%

Direct service costs were 60.5% and 64.2% of service revenues for
the three months ended August 31, 2000 and 1999, and 61.3% and
63.9% for the six months ended August 31, 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 part of the Company's continuing
improvement in service utilization and management of related
caregiver costs.

General and administrative costs were $22.8 million and $25.9
million for the three months ended August 31, 2000 and 1999 and
$44.8 million and $53.0 million, or 39.7% and 39.2% 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.

Interest expense was approximately $6.6 million in the 2000 period
as compared to $1.9 million in the 1999 period.  The increase in
interest expense in the 2000 period was 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

HCFA has implemented the prospective payment system ("PPS")
effective October 1, 2000.  This system incorporates a 60 day
episode payment for services furnished to an eligible beneficiary
under a Medicare home health plan of care.  The Company has
completed its operational readiness program which facilitated an
orderly transition from the prior cost based reimbursement interim
payment system to PPS. Home health care providers have an
opportunity to generate profits under PPS if costs are contained
under the per-episode reimbursement amounts.




                               -9-


Liquidity and Capital Resources

On December 13, 1999, the Company obtained new financing for its
operations to replace its then existing line of credit facility
which was due to expire on February 29, 2000.  The financing is an
accounts receivable purchase program under which the Company may
sell to an entity, which provides health care accounts receivable
financing, up to $60 million of the Company's eligible receivables.

On July 11, 2000, the Company was notified in writing by HCFA that
a moratorium was granted to the Company whereby no payments will be
required under the Medicare repayment plan until November 2000, at
which time the Company will be required to pay principal and
interest aggregating $1.0 million per month through March 2001.
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 expects to receive 60% of such billing in approximately two
weeks after Medicare's receipt of the billing.  The remaining 40%
shall be received after the 60-day episode has ended and final
billing for the entire episode has been received by Medicare, for
which receipt is expected in approximately two weeks thereafter.
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, the
Company was reimbursed according to the lower of its actual costs,
per-visit limits or annual per-beneficiary limits.

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 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 progresses through the beginning phase under PPS.
As a result, management continues to pursue various strategies,
including but not limited to, obtaining additional financing, cost
reductions, change in revenue mix and negotiating with new and
existing payor sources to render additional services at optimum


                              -10-


reimbursement rates.  Additionally, while the Company has obtained
a new financing arrangement under 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;
Year 2000 failures; 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.

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

                              -11-

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.

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
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

                              -12-

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.

YEAR 2000.  The Company has made upgrades to substantially all of
its computer systems and equipment.  Such upgrades served to
satisfy the anticipated impacts of the so-called Year 2000 issue on
our information technology systems.  As of October 16, 2000, the
Company has not experienced any materially important business
disruptions or system failures as a result of Year 2000 issues, nor
is it aware of any Year 2000 issues that have impacted its payor
sources, suppliers or other significant third parties to an extent
significant to the Company.

However, Year 2000 compliance has many elements and potential
consequences, some of which may not be foreseeable or may be
realized in future periods.  Consequently, there can be no
assurance that unforeseen circumstances may not arise, or that the
Company will not in the future identify equipment or systems which
are not Year 2000 compliant.
























                              -13-



PART II - OTHER INFORMATION

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 will hire
     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.


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      Stipulation of Settlement between the Company, certain
          of its subsidiaries, Staff Builders, Inc., a Delaware
          corporation, ATC Healthcare Services, Inc., ATC
          Staffing Services, Inc. and Keycorp Leasing LTD.

10.2      Settlement Agreement dated August 30, 2000 between the
          Company, certain of its subsidiaries, Staff Builders,
          Inc., a Delaware corporation, the United States of
          America and Robert G. Pina, Jr. and Sheila R. Pina.

10.3      Corporate Integrity Agreement, dated August 24, 2000
          between the Company and certain of its subsidiaries and
          the Office of the Inspector General of the United
          States Department of Health and Human Services.




                              -14-


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 August 31, 2000.










































                            -15-



                      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:  October 16, 2000    By:/s/ Stephen Savitsky
                               Stephen Savitsky
                               Chairman of the Board
                               and Chief Executive Officer
                               (Principal Executive Officer)
                               and Director



Dated:  October 16, 2000    By:/s/ Dale R. Clift
                               Dale R. Clift
                               President and
                               Chief Operating Officer




Dated:  October 16, 2000    By:/s/ Willard T. Derr
                               Willard T. Derr
                               Chief Financial Officer,
                               Sr. Vice President, Corporate
                               Controller and Treasurer
                               (Principal Financial and
                               Accounting Officer)








                            -16-