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, 1999, 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 17,
2000 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, 1999 and February 28, 1999           2

          Condensed Statements of Consolidated
          Operations - Three and nine months ended
          November 30, 1999 and 1998                        3

          Condensed Statements of Consolidated Cash
          Flows - Nine months ended November 30, 1999
          and 1998                                          4

          Notes to Condensed Consolidated Financial
          Statements                                       5-8


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS    9-13

          Factors Affecting the Company's Future
          Performance                                     14-16

PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS                                 17

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                  17

















                               -1-

<TABLE>
<CAPTION>
TENDER LOVING CARE HEALTH CARE SERVICES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)              NOVEMBER 30,
                                                  1999      FEBRUARY 28,
                                               (UNAUDITED)      1999
ASSETS:
<S>                                              <C>          <C>
Current Assets:
 Cash and cash equivalents                       $  2,697      $  1,323
 Accounts receivable, net of allowance
   for doubtful accounts of $2,088 and
   $5,083, respectively                            51,594        47,884
 Tax refund receivable                                 -          1,733
 Prepaid expenses and other current assets          2,528         1,886
   Total current assets                            56,819        52,826

Fixed Assets, net of accumulated depreciation
  of $6,232 and $8,800, respectively               19,498        23,574
Intangible Assets, net of accumulated
  amortization of $9,336 and $8,926
  respectively                                      4,876         5,126
Other Assets                                        3,051         4,129
Total                                            $ 84,244      $ 85,655

LIABILITIES:
Current Liabilities:
 Accounts payable and accrued expenses           $ 33,220      $ 28,039
 Accrued payroll and related expenses              23,228        22,225
 Current portion of long-term debt                 22,239        12,476
 Current portion of Medicare and
  Medicaid liabilities                              8,383        22,673
  Total current liabilities                        87,070        85,413

Long-Term Debt                                     12,736        16,024
Long-Term Medicare and Medicaid liabilities        45,071        34,608
Other Liabilities                                   5,182         4,700
Total Liabilities                                 150,059       140,745

STOCKHOLDERS' EQUITY (DEFICIT):
Class A Common stock - $.01 par value;
  50,000,000 shares authorized; 11,809,653
  outstanding at November 30, 1999 and
  February 28, 1999                                   118           118
Additional paid-in capital                         50,918        49,346
Accumulated deficit                              (116,851)     (104,554)
   Total stockholders' equity (deficit)           (65,815)      (55,090)
Total                                            $ 84,244      $ 85,655
<FN>

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

                                Three Months Ended   Nine Months Ended
                                   November 30,         November 30,
                                   1999     1998        1999      1998
<S>                                    <C>       <C>        <C>       <C>
Revenues:
  Service revenues                     $ 61,551  $ 73,976   $196,848  $237,121
  Sales of licensees and fees, net           72     1,231        602     1,880
Total Revenues                           61,623    75,207    197,450   239,001

Operating Expenses:
  Service costs                          36,764    47,013    123,196   151,626
  General and administrative expenses    25,617    32,101     78,645    90,859
Total Operating Expenses                 62,381    79,114    201,841   242,485

(Loss) from Operations                     (758)   (3,907)    (4,391)   (3,484)

Interest and Other Expenses:
  Interest expense                        1,413       497      3,282       759
  Interest (income)                        (195)     (166)      (567)     (696)
  Depreciation and amortization           1,435     1,098      3,784     3,273
  Other (income) expense, net             1,860       543      1,332       428
  Medicare and Medicaid audit
   adjustments                               -     29,000         -     29,000
  Restructuring costs                        -      4,500         -      4,500
Total Interest and Other Expenses         4,513    35,472      7,831    37,264

(Loss) Before Income Taxes               (5,271)  (39,379)   (12,222)  (40,748)

Provision for Income Taxes                   25     5,306         75     5,338

Net (Loss)                             $ (5,296) $(44,685)  $(12,297) $(46,086)

Weighted average number of common
  and common equivalent shares:

    Basic                                11,810    11,423     11,810    11,513

    Diluted                              11,810    11,423     11,810    11,513

(Loss) per common and
  common equivalent share:

    Basic                                $ (.45)   $(3.91)    $(1.04)   $(4.00)

    Diluted                              $ (.45)   $(3.91)    $(1.04)   $(4.00)
<FN>

           See notes to condensed consolidated financial statements.
</FN>
</TABLE>
                                      -3-
<PAGE>
<TABLE>
<CAPTION>
TENDER LOVING CARE HEALTH CARE SERVICES, INC.
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
(In thousands)
                                                   Nine Months Ended
                                                      November 30,
                                                    1999       1998
<S>                                              <C>         <C>
Cash Flows from Operating Activities:
Net (loss)                                       $(12,297)   $(46,086)
Adjustments to reconcile net (loss) to net
  cash provided by (used in) operations:
    Depreciation and amortization of fixed assets   3,374       2,823
    Amortization of intangibles and other assets      410         450
    Allowance for doubtful accounts                (2,995)      3,414
    Income tax refund received                      1,733          -
    Deferred income taxes                              -        6,952
    Write-off of goodwill and other assets            358       1,161
    Write-off of fixed assets                       1,609         911
    Increase in other long-term liabilities        10,247       4,600
    Gain on sale of assets                           (779)     (1,148)
Change in operating assets and liabilities:
    Accounts receivable                               159       8,900
    Prepaid expenses and other current assets        (642)     (2,229)
    Accounts payable and accrued expenses           5,641     (10,082)
    Increase (decrease) in Medicare and
     Medicaid audit liabilities                    (3,318)     29,000
    Increase (decrease) in periodic interim
     payment liability                               (509)     19,035
    Other assets                                      133      (2,496)
Net cash provided by operating activities           3,124      15,205

Cash Flows from Investing Activities:
Acquisition of businesses                              -       (1,662)
Purchase of fixed assets                           (1,780)       (335)
Proceeds from disposal of assets                      917         576
Net cash used in investing activities                (863)     (1,421)

Cash Flows from Financing Activities:
Proceeds from Employee Stock Purchase Plan             -          239
Exercise of stock options                              -           35
Purchase and retirement of common stock                -       (4,770)
Decrease in long-term liabilities                    (887)     (9,097)
Net cash used in financing activities                (887)    (13,593)

Increase (decrease) in Cash and Cash Equivalents    1,374         191
Cash and Cash Equivalents, Beginning of Period      1,323       1,039
Cash and Cash Equivalents, End of Period          $ 2,697    $  1,230

Supplemental Data:
Cash paid for:
  Interest                                        $ 2,258    $  2,355
  Income taxes, net                               $(1,318)   $ (1,257)
Fixed assets acquired through
  capital lease agreements                        $    -     $  2,197
Acquisition of businesses through
  issuance of notes payable                       $   310    $    325
<FN>
       See notes to condensed consolidated financial statements.
</FN>
</TABLE>
                                         -4-

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.   SPIN-OFF TRANSACTION AND FINANCIAL STATEMENTS - Tender Loving
     Care Health Care Services, Inc. ("TLCS" or "the Company") is
     a leading national provider of home health care services with
     105 locations in 24 states and the District of Columbia.  On
     October 20, 1999, TLCS 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. ("SBI").  The spin-off was accomplished by TLCS
     acquiring 100% of the outstanding capital stock of the SBI
     subsidiaries engaged in the home health care business with a
     pro rata distribution made to SBI stockholders of all of the
     shares of TLCS common stock owned by SBI ("the Distribution").
     The Distribution was made by issuing one share of TLCS common
     stock for every two shares of SBI 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 SBI common stock
     which were outstanding on the Record Date, 11,809,694 shares
     of TLCS common stock were distributed to holders of SBI Class
     A and Class B common stock.

     In the opinion of management, the accompanying unaudited
     consolidated financial statements contain all adjustments
     (consisting of only normal and recurring accruals) necessary
     to present fairly the financial position of TLCS and its
     subsidiaries as of November 30, 1999 and February 28, 1999 and
     the results of operations for the three and nine months ended
     November 30, 1999 and 1998.  The financial information for the
     prior periods contained in these condensed consolidated
     financial statements were obtained from the home health care
     operations business segment of the respective periods' SBI
     financial statements.  During the nine months ended November
     30, 1998 ("1998 period"), SBI purchased and retired a total of
     5,088,060 shares of its common stock.  As discussed above,
     TLCS is operating the home health care business previously
     owned by SBI.  Accordingly, the accompanying 1998 period
     consolidated financial statements, including calculations of
     earnings (loss) per share, reflect these purchases.  Certain
     prior period amounts have been reclassified to conform with
     the November 1999 presentation.

     The results for the three and nine months ended November 30,
     1999 and 1998 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 Information Statement on Form 10 which was issued to
     stockholders upon completion of the Distribution on October
     20, 1999.




                               -5-

2.   REFINANCING - On December 13, 1999, the Company obtained new
     financing for its operations to replace its then existing line
     of credit facility.  The new financing is an accounts
     receivable purchase program with an entity which provides
     health care accounts receivable financing under which the
     Company may sell to an affiliate of such entity up to $60
     million of the Company's eligible receivables.  The Company
     realized $33.0 million from the initial funding from the new
     financing under which it sold trade accounts receivable
     approximating $43 million.  Of the amount realized,
     approximately $18.0 million was paid to the Company's prior
     senior lending institution and $15.0 million has been received
     by the Company. The proceeds are being used to make payments
     on other indebtedness and for working capital purposes.  The
     new financing is for an initial term of three years.  Under
     the terms of the new financing, the Company sells its eligible
     trade accounts receivable for which the Company receives in
     cash approximately 80% of eligible receivables.  As cash is
     collected from trade customers, the remaining 20% of the sale
     price of accounts receivable are paid to the Company, net of
     certain fees and reserves.  Eligible receivables are defined
     as certain trade accounts receivable which have been
     outstanding for less than 180 days. In connection with the
     closing of the new financing, the Company paid approximately
     $1.0 million in non-refundable fees and has granted to its
     financing source, to the extent permitted by law, a security
     interest in substantially all of the Company's trade accounts
     receivable. The Company pays a program fee of 11.5% per annum
     on the outstanding amount of eligible receivables.

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
     all Medicare overpayments to the Company and its subsidiaries
     and for any overpayments previously made to SBI.  The
     repayment plan will be in effect through September 2004.  This
     agreement does not establish the amounts owed by the Company
     to Medicare, but rather extends the time period within which
     the Company must satisfy its liabilities.  Under this
     agreement, the Company will repay excess periodic interim
     payments ("PIP") received as well as certain Medicare audit
     liabilities.  Under PIP, the Company receives regular bi-
     weekly payments based on past Medicare activity of
     participating offices.  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
     13.375% 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

                               -6-
     payments made.  Interest expense on Medicare liabilities was
     $600 thousand and $1.1 million for the three and nine months
     ended November 30, 1999, respectively. Under the repayment
     plan, the Company is required to pay principal and interest
     aggregating $500 thousand per month for the six months ending
     March 2000, $750 thousand per month for the six months ending
     September 2000 and $1.0 million per month thereafter through
     March 2001.  All remaining Medicare 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 Company has paid $1.5 million
     to date under this repayment plan.

     If the Company fails to make any payment under the repayment
     plan when it becomes due, then all remaining amounts owed
     pursuant to the repayment plan would become immediately due
     and payable.

4.   MEDICARE AND MEDICAID LIABILITIES - During the quarter ended
     November 30, 1999, the Medicare fiscal intermediary completed
     and issued results of its audits for the fiscal year ended
     February 28, 1998.  These results indicated a liability of
     approximately $7.0 million.  This liability was included in
     the aggregate liability that was expensed in prior years, and
     therefore no adjustment to the condensed consolidated
     financial statements is required.

     As of November 30, 1999, the Company has recorded an aggregate
     liability to Medicare of approximately $44.9 million,
     including amounts assessed aggregating approximately $28.0
     million.  All such amounts are payable under the terms of the
     five year repayment plan (see Note 3) which includes
     cumulative excess PIP received of approximately $18.5 million
     and audit liabilities of approximately $9.5 million.
     Additionally, as of November 30, 1999, the Company has
     approximately $8.6 million in remaining third party liability
     to state Medicaid agencies which have claimed that the Company
     did not follow proper billing procedures in certain locations.


     The Company continues to appeal many audit issues. During the
     three months ended November 30, 1999, the Company met with
     representatives of HCFA and representatives of United
     Government Services ("UGS"), the Company's Medicare fiscal
     intermediary, to mediate UGS audit findings for the year ended
     February 28, 1997 ("fiscal 1997").  Based on its preliminary
     assessment of the mediation discussions, and the agreements in
     principle reached during those discussions, the Company
     believes that approximately $3.5 to $4.0 million of Medicare
     audit liabilities relating to fiscal 1997 should be reversed.
     While the Company continues to negotiate with UGS
     representatives to resolve audit issues, it is unable to
     predict the ultimate outcome of matters for all open audit


                               -7-
     periods.  As such, no adjustment has been made to the
     aggregate amount of Medicare liabilities in the accompanying
     condensed consolidated financial statements.

5.   EARNINGS (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE -
     Primary and fully diluted earnings (loss) per share were
     calculated for all periods in accordance with the requirements
     of Financial Accounting Standards ("FAS") No. 128, "Earnings
     per Share."

     The shares used in computing basic earnings (loss) per share
     were 11,809,653 and 11,512,794 shares for the nine months
     ended November 30, 1999 and 1998, respectively.  The shares
     used in computing basic and diluted earnings (loss) per share
     were 11,809,653 and 11,422,754 for the three months ended
     November 30, 1999 and 1998, respectively.  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 at the beginning of
     the fiscal 1999 period.

6.   PROVISION FOR INCOME TAXES - The provision for income taxes
     for the three and nine months ended November 30, 1999 and 1998
     is based upon the Company's estimated tax provision required
     for the full year.  The provision for income taxes for the
     1998 period was primarily due to a valuation allowance which
     was recorded because the Company has no assurance that the
     utilization of tax benefits resulting from operating losses
     and other temporary differences "are more likely than not" to
     be realized, as required by FAS109.

7.   CONTINGENCIES - On September 20, 1995, the United States
     Attorney for the Eastern District of Pennsylvania alleged that
     (i) 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. There have been
     significant discussions with the office of the U. S. Attorney
     which the Company believes are likely to lead to a settlement
     of the outstanding claims for approximately $600 thousand, the
     conclusion of which is pending final government approval of
     the payment and other settlement terms.

     In July 1999, a former licensee of the Company in Port St.
     Lucie, Florida pleaded guilty to several counts of Medicare
     fraud.  The Federal government and the Company have agreed in
     principle to settle all financial issues arising out of the
     former licensee's illegal conduct for approximately $1.4
     million, amounts deemed inappropriately reimbursed during the
     period of time that the licensee operated the business.  The
     government has already recouped approximately $1.0 million
     through Medicare hold-backs against current revenues and the
     Company expects to pay the remaining balance pursuant to a
     settlement agreement which is being presently negotiated.





                               -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.

Spin-off Transaction

Tender Loving Care Health Care Services, Inc. ("TLCS" or "the
Company") is a leading national provider of home health care
services with 105 locations in 24 states and the District of
Columbia.  On October 20, 1999, TLCS 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. ("SBI").  The spin-off was accomplished by TLCS acquiring 100%
of the outstanding capital stock of the SBI subsidiaries engaged in
the home health care business with a pro rata distribution made to
SBI stockholders of all of the shares of TLCS common stock owned by
SBI ("the Distribution").  The Distribution was made by issuing one
share of TLCS common stock for every two shares of SBI Class A and
Class B common stock which was outstanding on October 12, 1999
("the Record Date").  Based upon the 23,619,388 shares of SBI
common stock which were outstanding on the Record Date, 11,809,694
shares of TLCS common stock were distributed to holders of SBI
Class A and Class B common stock.

Results of Operations

Total revenues decreased by $13.6 million or 18.1% for the three
months ended November 30, 1999 to $61.6 million from $75.2 million
for the three months ended November 30, 1998.  For the nine months
ended November 30, 1999 ("the 1999 period"), total revenues
decreased by $41.5 million or 17.4% to $197.5 million from $239.0
million for the nine months ended November 30, 1998. The decrease
for the 1999 period was primarily due to a decrease in Medicare
revenues. This decrease resulted principally from the negative
reimbursement effect of the Medicare Interim Payment System,
enacted under the Balanced Budget Act of 1997. Further, the
decrease in revenues in the 1999 period as compared to the 1998
period reflects a decrease in the number of operating locations to
105 locations as of November 30, 1999 as compared to 157 locations
as of November 30, 1998.  There was also a decrease in sales of
licensees and fees in the 1999 period as compared to the 1998
period because the 1998 period included the sale of certain
locations to former licensees aggregating $1.1 million.

The Company's home health care service revenues were $61.6 million
and $74.0 million for the three months ended November 30, 1999 and
1998, and $196.8 million and $237.1 million for the nine months



                               -9-


ended November 30, 1999 and 1998, respectively.  The following are
the Company's home health care service revenues by payment source:
<TABLE>
<CAPTION>
                           Three Months Ended   Nine Months Ended
                               November 30,        November 30,
                             1999       1998      1999      1998
<S>                         <C>        <C>       <C>       <C>
Medicare                     45.9%      46.6%     45.6%     47.6%
Medicaid and other local
  government programs        36.0       33.4      36.9      31.7
Insurance and individuals    16.9       19.1      16.7      19.4
Other                         1.2        0.9       0.8       1.3
Total                       100.0%     100.0%    100.0%    100.0%
</TABLE>
Service costs were 59.7% and 63.6% of service revenues for the
three months ended November 30, 1999 and 1998, and 62.6% and 63.9%
for the nine months ended November 30, 1999 and 1998, respectively.
The decreases in service costs as a percentage of service revenues
for the three and nine months ended November 30, 1999 were
primarily due to the reduction in service wages as a percentage of
related service revenues.  During the 1999 period, the Company
closed many locations in which gross operating margins were not
adequate to cover general and administrative costs.  The Company's
gross operating margins are determined primarily as a result of
revenue which is realized according to the specified types of
services delivered, offset by the service wages paid to the home
health care personnel.

General and administrative expenses decreased by $6.5 million, or
20.2%, to $25.6 million for the three months ended November 30,
1999 from $32.1 million for the three months ended November 30,
1998.  For the nine months ended November 30, 1999, general and
administrative expenses decreased by $12.2 million, or 13.4%, to
$78.6 million from $90.9 million for the nine months ended November
30, 1998.  The decreases in the three and nine months ended
November 30, 1999 as compared to the same periods in the prior year
are due to the decreases in the number of operating locations as
well as reductions in general and administrative expenses in
existing locations.

In the prior year quarter ended November 30, 1998, the Company
recorded expense of $29.0 million to provide for Medicare and
Medicaid audit liabilities.  Such expense included $18.0 million
and $11.0 million for Medicare and Medicaid audit liabilities,
respectively.

During the quarter ended November 30, 1999, the Medicare fiscal
intermediary completed and issued results of its audits of branch
operating locations for the fiscal year ended February 28, 1998.
These results indicated a liability of approximately $7.0 million.
This liability was included in the aggregate liability that was
expensed in prior years, and therefore no adjustment to the
condensed consolidated financial statements is required.  As of
November 30, 1999, the Company has anticipated aggregate



                              -10-
liabilities to Medicare totaling approximately $44.9 million,
including amounts assessed to date totaling approximately $28.0
million. Such amounts are payable under the terms of the five year
repayment plan (see Note 3) which includes cumulative excess PIP
amounts received of approximately $18.5 million and audit
liabilities of approximately $9.5 million.  Additionally, as of
November 30, 1999, the Company has approximately $8.6 million in
remaining third party liability to state Medicaid agencies which
have claimed that the Company did not follow proper billing
procedures in certain locations.  The Company continues to appeal
many audit issues.  During the three months ended November 30,
1999, the Company met with representatives of the Health Care
Financing Administration ("HCFA") and representatives of United
Government Services ("UGS"), the Company's Medicare fiscal
intermediary, to mediate UGS audit findings for the year ended
February 28, 1997 ("fiscal 1997").  Based on its preliminary
assessment of the mediation discussions and the agreements in
principle reached during those discussions, the Company believes
that approximately $3.5 to $4.0 million of Medicare audit
liabilities relating to fiscal 1997 should be reversed.  While the
Company continues to negotiate with UGS representatives to resolve
audit issues, it is unable to predict the ultimate outcome of
matters for all open audit periods.  As such, no adjustment has
been made to the aggregate amount of Medicare liabilities in the
accompanying condensed consolidated financial statements.

Interest expense was approximately $1.4 million and $500 thousand
for the three months ended November 30, 1999 and 1998, and $3.3
million and $800 thousand for the nine months ended November 30,
1999 and 1998, respectively. The increases in interest expense were
primarily due to interest on amounts payable to Medicare as well as
increases in the amounts borrowed under the Company's then
outstanding revolving line of credit.  Interest expense related to
Medicare liabilities was $600 thousand and $1.1 million for the
three and nine months ended November 30, 1999, respectively.
Interest is charged by HCFA to the Company at the government rate
of interest, as revised from time to time (currently at 13.375% per
annum).  No interest expense was incurred for Medicare liabilities
for the three and nine months ended November 30, 1998.

Other (income) expense, net was approximately $1.9 million and $500
thousand for the three months ended November 30, 1999 and 1998, and
$1.3 million and $400 thousand for the nine months ended November
30, 1999 and 1998, respectively.  Other (income) expense, net for
the nine months ended November 30, 1999 includes approximately $1.6
million for the net cost of computer equipment retired during the
quarter ended November 30, 1999.  Such equipment was replaced by
new computer equipment and year 2000 compliant software which was
placed into service in November 1999.  Additionally, other (income)
expense, net for the three and nine months ended November 30, 1999
includes approximately $700 thousand of legal and other
professional costs associated with the spin-off transaction.
Offsetting the foregoing amounts is income of approximately $400
thousand and $800 thousand for the three and nine months ended
November 30, 1999, respectively, related to the sale of certain
operating locations and other investments.

                              -11-
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.
The new financing is an accounts receivable purchase program with
an entity which provides health care related accounts receivable
financing under which the Company may sell to an affiliate of such
entity up to $60 million of the Company's eligible receivables. The
Company realized $33.0 million from the initial funding from the
new financing under which it sold trade accounts receivable
approximating $43 million.  Of the amount realized, approximately
$18.0 million was paid to the Company's prior senior lending
institution and $15.0 million has been received by the Company. The
proceeds are being used to make payments on other indebtedness and
for working capital purposes.  The new financing is for a three
year term.  Under the terms of the new financing, the Company sells
its eligible trade accounts receivable for which the Company
receives in cash approximately 80% of eligible receivables.  As
cash is collected from trade customers, the remaining 20% of the
sale price of the accounts receivable is paid to the Company, less
certain fees and reserves.  Eligible receivables are defined as
certain trade accounts receivable which have been outstanding for
less than 180 days. In connection with the closing of the new
financing, the Company paid approximately $1.0 million in non-
refundable fees and has granted to its financing source, to the
extent permitted by law, a security interest in substantially all
of the Company's trade accounts receivable.  The Company pays a
program fee of 11.5% per annum on the outstanding amount of
eligible receivables.

The Company's working capital deficiency was $(30.3) million at
November 30, 1999.  Current liabilities at November 30, 1999
include approximately $8.4 million for the principal portion of
Medicare and Medicaid audit liabilities and $22.2 million for the
current portion of other debt obligations.  In December 1999, the
Company reached an agreement with HCFA for a five year plan for
repayment of certain Medicare liabilities.  The repayment plan will
be in effect through September 2004.  As a result of obtaining this
repayment plan, the Company has reduced the current portion of its
Medicare liabilities.  The current principal portion of Medicare
and Medicaid liabilities was $8.4 million and $22.7 million at
November 30, 1999 and February 28, 1999, respectively.  Under this
repayment agreement, the Company will repay excess periodic interim
payments ("PIP") received as well as certain Medicare audit
liabilities. Under PIP, the Company receives regular bi-weekly
payments based on past Medicare activity of participating offices.
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 13.375% per annum) on all Medicare liabilities except
for the PIP related liability for which interest accrues beginning

                              -12-
one year after the date of the respective assessment, less any
payments made. Under the repayment plan, the Company is required to
pay principal and interest aggregating $500 thousand per month for
the six months ending March 2000, $750 thousand per  month for the
six months ending September 2000 and $1.0 million per month
thereafter 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 Company has paid $1.5 million to date under
this repayment plan. If the Company fails to make any payment under
the repayment plan when it becomes due, then all remaining amounts
owed pursuant to the repayment plan would become immediately due
and payable.

HCFA has scheduled a new prospective payment system ("PPS") to
become effective October 1, 2000.  Home health care providers have
an opportunity to generate profits under PPS if costs are contained
under the per-patient reimbursement limits.  Currently, most of the
Company's locations are operating under HCFA's maximum
reimbursement rates. Generally, third-party payors have sought to
contain costs by reducing payments to providers.  Continued cost
reduction efforts by third-party payors could adversely affect the
Company's cash flow and results of operations.

Based upon the Company's losses from operations, working capital
deficiency and uncertainties regarding third-party reimbursement,
as well as uncertainties as to the continuation of credit
extensions by vendors, such conditions raise doubt about the
ability of the Company to continue as a going concern.

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 payor
sources to render additional services and/or improved reimbursement
rates.  Additionally, the Company has obtained favorable extended
payment terms with some of its trade creditors and is continuing to
negotiate extended payment terms with other vendors. There can be
no assurance that the Company's creditors will not demand immediate
payment for  amounts in arrears or that they will continue to
extend additional credit to the Company.  Additionally, there can
be no assurance that the Company's actions will be successful to
provide adequate funds for the Company's current level of
operations and to pay the Company's past-due obligations.

Year 2000 ("Y2K")

The Company has made upgrades to its computer systems and equipment
supporting its financial and human resources functions.  The
installation of these upgrades was completed on October 31, 1999.
The Company experienced no significant operational problems with
respect to complying with Y2K requirements.





                              -13-

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 interim
payment system and/or the ultimate implementation of a prospective
payment system; government regulation; health care reform; pricing
pressures from third-party payors, including managed care
organizations; retroactive Medicare audit adjustments; changes in
law and interpretations of law or regulations relating to the
health care industry; and inability to obtain additional 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.  State and Federal enforcement officials
also have increased their scrutiny of providers and are applying an
increasingly expansive view of activities they believe to be
fraudulent or abusive.  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.  It is anticipated that aggressive auditing
of Medicare reimbursement will continue as substantial Federal
monies continue to be allocated to audit and anti-fraud programs.
In addition, it is anticipated that with the implementation of the
Prospective Payment System for home health agencies, scheduled to
be effective October 1, 2000, new risk areas will be identified by
fiscal intermediary auditors and fraud investigators.

HEALTH CARE REFORM. The Balanced Budget Act of 1997 ("BBA")
resulted in significant changes to cost based reimbursement for
Medicare home health care providers.  The BBA retained a cost-based
reimbursement system, the cost limits have been reduced and a per-
beneficiary limit has been implemented.  The BBA provided for IPS
which became applicable for the Company on March 1, 1998 and will
remain in effect until the adoption of a new prospective payment
system ("PPS") scheduled to be effective for all home health care
agencies on October 1, 2000.  The effect of the changes under IPS

                              -14-
was to reduce the limits for the amount of costs that are
reimbursable to home health care providers under the Medicare
program. The Company cannot quantify the full effect of IPS on the
Company's future performance because certain components of health
care reform legislation, such as the per-beneficiary limit, require
annual data which will not be known until a final assessment by
Medicare and/or its fiscal intermediary is completed for each
annual period. The Company and its affiliates may not be able to
adjust operating expenses sufficiently to meet the current IPS
reimbursement limitations.

Although the implementation of the Prospective Payment System could
be favorable to the Company because it will reward the efficient
provision of services, there is no assurance that the Program will
be implemented by the present deadline;  however, Congress has
mandated that the periodic interim payment system whereby the
Company receives regular Medicare reimbursement payments, which are
audited on a retroactive basis, will cease on October 1, 2000.

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.  In addition, various
regulatory reforms aimed at the elimination of inappropriate
certification of patients for Medicare services by doctors have had
a negative effect on doctors' referral for home care.  If these
regulatory activities continue, it may be increasingly difficult
for the Company to receive patient referrals from physicians.  The
Company expects additional competition will develop in future
periods given the increasing market demand for the type of services
offered.  Additionally, certain industry consolidation may produce
health care provider entities that have resources available to meet
the increasing market demand for home health care services.

ATTRACTION AND RETENTION OF CAREGIVERS AND ADMINISTRATIVE
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.  Additionally, cost containment
efforts applied by many of the Company's payor sources serve to
reduce payments to health care providers.  As a result, the Company
has restricted ability to increase the wages and/or benefits paid
to its health care personnel. The possible inability to attract and
retain qualified nursing management and sufficient numbers of
credentialed health care professionals and para-professionals as
well as office management and information technology personnel,
could adversely affect the Company's operations and quality of
service.

SATISFACTORY FINANCING.  Proceeds from the Company's new financing
program provided some working capital and the ability to pay
portions of certain accumulated indebtedness.  We have negotiated
deferred payment terms for certain of our Medicare and Medicaid

                              -15-
liabilities and have made or are in the process of making
arrangements with many of our other creditors to either reduce our
liability to them, defer or extend payment of the liability, or a
combination of all.  Management cannot provide assurance that any
or enough such arrangements can be attained. In such event, or if
our revenues do not meet expectations or our costs escalate, we may
be unable to pay our 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
on a monthly basis through September 2004.  If the Company fails to
make payments under the repayment plan as they become due, then all
amounts owed pursuant to this repayment plan would become
immediately due and payable.

With respect to its ongoing appeals of Medicare and audit liability
as well as the third-party Medicaid liability ("TPL") reviews, the
Company may face additional exposure if its efforts to respond to
these audits are unfavorable or if it is unsuccessful on appeals of
such audits.

Based upon the Company's losses from operations, working capital
deficiency and uncertainties regarding third-party reimbursement
and managed care, as well as uncertainties as to the continuation
of credit extensions by vendors, such conditions raise doubt about
the ability of the Company to continue as a going concern.

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 payor
sources to render additional services and/or improved reimbursement
rates.  Additionally, the Company has obtained favorable extended
payment terms with some of its trade creditors and is continuing to
negotiate extended payment terms with other vendors. There can be
no assurance that the Company's creditors will not demand immediate
payment for  amounts in arrears and that they will continue to
extend additional credit to the Company.  Additionally, there can
be no assurance that the Company's actions will be successful to
provide adequate funds for the Company's current level of
operations and to pay the Company's past-due obligations.












                              -16-
<PAGE>
Part II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS - The Company has had several lawsuits
filed against it by former franchisees;  however, it believes that
the claims alleged in these lawsuits are wholly without merit and
it intends to vigorously defend the suits.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(A)  Reports on Form 8-K

The following Form 8-K report was filed by the Company during the
quarter for which this report is filed:

     I.  Form 8-K dated October 4, 1999 containing Item 2
(Acquisition or Disposition of Assets) and Item 7 (Financial
Statements and Exhibits).

(B)  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           Sale and Subservicing Agreement by and
                  between Tender Loving Care Health Care
                  Services, Inc. and NPF XII, Inc., and
                  National Premier Financial Services, Inc.
                  dated December 8, 1999.

   10.2           Guaranty agreement made by and between
                  Tender Loving Care Health Care Services,
                  Inc. and Matterhorn USA, Inc. dated
                  December 21, 1999.












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.

                            -17-

                         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 19, 2000    By: /s/ Stephen Savitsky
                                Stephen Savitsky
                                Chairman of the Board and
                                Chief Executive Officer




Dated:  January 19, 2000    By: /s/ Dale R. Clift
                                Dale R. Clift
                                President and
                                Chief Operating Officer


Dated:  January 19, 2000    By: /s/ Willard T. Derr
                                Willard T. Derr
                                Chief Financial Officer and
                                Senior Vice President,
                                Corporate Controller
                                (Principal Financial and
                                 Accounting Officer)



















                            -18-