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 MAY 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   X      No

The number of shares of common stock outstanding on July 14, 2000
was 11,809,653.


TENDER LOVING CARE HEALTH CARE SERVICES, INC. AND SUBSIDIARIES

                                 INDEX





                                                        PAGE NO.
PART I.   FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS

          Condensed Consolidated Balance Sheets -
          May 31, 2000 and February 29, 2000                 2

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

          Condensed Statements of Consolidated Cash
          Flows - Three months ended May 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     9-11

          Forward-Looking Statements                       11-13

PART II.  OTHER INFORMATION                                 14

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














                               -1-
<TABLE>
<CAPTION>
PART I.  FINANCIAL INFORMATION
TENDER LOVING CARE HEALTH CARE SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)              (UNAUDITED)
                                                 MAY 31,   FEBRUARY 29,
                                                  2000         2000
<S>                                              <C>          <C>
ASSETS:
CURRENT ASSETS:
 Cash and cash equivalents                       $  5,260     $ 9,299
 Accounts receivable, net of allowance
   for doubtful accounts of $5,370 and
   $5,900, respectively                            61,074      55,221
 Prepaid expenses and other current assets          2,713       3,056
   Total current assets                            69,047      67,576

FIXED ASSETS, net of accumulated
  depreciation of $6,951 and
  $6,054, respectively                             17,590      18,243
INTANGIBLE ASSETS, net of accumulated
  amortization of $9,139 and
  $8,984, respectively                              4,333       4,489
OTHER ASSETS                                        3,130       3,203
TOTAL                                            $ 94,100     $93,511

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
CURRENT LIABILITIES:
 Accounts payable and accrued expenses           $ 21,896     $23,784
 Accrued payroll and payroll related expenses      21,648      22,996
 Current portion of Medicare and
  Medicaid liabilities                             10,400      10,401
 Current portion of long-term debt                  5,847       5,872
   Total current liabilities                       59,791      63,053

LONG-TERM DEBT                                     62,197      53,351
LONG-TERM MEDICARE and MEDICAID LIABILITIES        43,748      43,936
OTHER LIABILITIES                                   3,022       3,162
TOTAL LIABILITIES                                 168,758     163,502
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock - $.01 par value;
  50,000,000 shares authorized;
  11,809,653 outstanding at May 31,
  2000 and February 29, 2000                          118         118
Additional paid-in capital                         50,921      50,921
Accumulated deficit                              (125,697)   (121,030)
   Total stockholders' equity (deficit)           (74,658)    (69,991)
TOTAL                                            $ 94,100     $93,511
<FN>


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



                                   -2-
<TABLE>
<CAPTION>
TENDER LOVING CARE HEALTH CARE SERVICES, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
(In thousands, except per share data)
                                                  Three Months Ended
                                                        May 31,
                                                    2000       1999
<S>                                              <C>        <C>
CONTINUING OPERATIONS:
REVENUES:
  Service revenues:                              $ 56,631   $69,927
  Sales of licensees and fees, net                     29       168
   Total Revenues                                  56,660    70,095

OPERATING EXPENSES:
  Service costs                                    35,138    44,485
  General and administrative costs                 22,046    27,165
   Total Operating Expenses                        57,184    71,650

  (Loss) before interest, depreciation,
  amortization and income taxes                      (524)   (1,555)

INTEREST AND OTHER EXPENSES:
  Interest expense                                  3,306       396
  Interest (income)                                  (235)      (95)
  Depreciation and amortization                     1,122     1,229
  Other (income) expense, net                         (75)     (151)
   Total interest and other expenses                4,118     1,379

LOSS FROM CONTINUING OPERATIONS
  BEFORE INCOME TAXES                              (4,642)   (2,934)

PROVISION FOR INCOME TAXES                             25        25

NET (LOSS) FROM CONTINUING OPERATIONS              (4,667)   (2,959)

INCOME FROM DISCONTINUED OPERATIONS
  (NET OF INCOME TAXES)                                 -       775

NET (LOSS)                                       $ (4,667)  $(2,184)

INCOME (LOSS) PER COMMON SHARE - BASIC:
  Income (loss) from continuing operations       $   (.40)  $  (.25)
  Income (loss) from discontinued operations            -       .07
  Net (loss)                                     $   (.40)  $  (.18)

INCOME (LOSS) PER COMMON SHARE - DILUTED:
  Income (loss) from continuing operations       $   (.40)  $  (.25)
  Income (loss) from discontinued operations            -       .07
  Net (loss)                                     $   (.40)  $  (.18)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
  Basic                                            11,810    11,810
  Diluted                                          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)                                    Three MonthsEnded
                                                         May 31,
                                                    2000        1999
<S>                                               <C>        <C>
Cash Flows from Operating Activities:
Net (loss)                                        $(4,667)   $(2,184)
Adjustments to reconcile net (loss)
  to net cash provided by operations:
    Depreciation and amortization of fixed assets     967      1,101
    Amortization of intangibles and goodwill          155        128
    Allowance for doubtful accounts                  (530)      (975)
    (Gain) on sale of assets                          (23)       (65)
    Increase (decrease) in other liabilities         (140)       475
Change in operating assets and liabilities:
    Accounts receivable                            (5,323)     1,887
    Accrued payroll                                   298        345
    Prepaid expenses and other current assets         343        384
    Accounts payable and accrued expenses          (3,326)     1,202
    Increase (decrease) in Medicare and
     Medicaid liabilities                            (189)    (1,084)
    Other assets                                       73          8
    Net assets of discontinued operations               -     (9,605)
Net cash used in operating activities             (12,362)    (8,383)

Cash Flows from Investing Activities:
Proceeds from sale of assets                           25         65
Purchase of fixed assets                             (316)    (2,126)
Net cash used in investing activities                (291)    (2,061)

Cash Flows from Financing Activities:
Borrowings under secured credit facilities          8,861     10,238
Proceeds from note payable                          1,000          -
Payment of notes payable and other long
 term liabilities                                  (1,247)      (315)
Net cash provided by financing activities           8,614      9,923

Net increase (decrease) in Cash and
 Cash Equivalents                                  (4,039)      (521)
Cash and Cash Equivalents, Beginning
  of Period                                         9,299      1,323
Cash and Cash Equivalents, End of Period          $ 5,260     $  802

Supplemental Data:
Cash paid for:
  Interest                                        $ 3,473     $  317
  Income taxes, net                               $   (22)    $  168

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. AND SUBSIDIARIES

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 May 31, 2000 and February
     29, 2000 and the results of operations and the cash flows for
     the three months ended May 31, 2000 and 1999.  The results for
     the three months ended May 31, 2000 and 1999 are not
     necessarily indicative of the results for an entire year.  It
     is suggested that these condensed consolidated financial


                               -5-

     statements be read in conjunction with the Company's audited
     financial statements as of February 29, 2000 and for the year
     then ended which are included in the Company's annual report
     on Form 10-K.

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 months ended
     May 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 $54.1 million and $54.3
     million at May 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 13.50%
     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 - 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 has sought to hold the
     Company liable for losses to the government arising from the
     former licensee's conduct.  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.  In connection with the criminal
     investigation of the former licensee of the Company, the
     United States Health Care Financing Administration has already
     recouped approximately $1.7 million through July 15, 2000
     through Medicare hold-backs against current remittances.  The
     Company intends to negotiate terms mutually favorable to
     facilitate the completion of the proposed settlement
     agreement.

          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.  There have been
     significant discussions with the office of the United States
     Attorney which the Company believes are likely to lead to a
     settlement of the outstanding claims for approximately $650
     thousand, the conclusion of which is pending final government
     approval of the payment and other settlement items.

          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.

                               -7-
     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 has 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 a proposed settlement,
     whereby the cost report issues will be settled directly with
     the United States Government 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 (franchisees) of the Company and their
     principals in Des Moines and Sioux City, Iowa, respectively,
     commenced an action in the United States District Court for
     the Southern District of Iowa, Central Division against the
     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.

          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 May 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.




                               -8-


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding
of the Company's results of operations and financial condition.
This discussion should be read in conjunction with the Condensed
Consolidated Financial Statements appearing in Item 1.


Results of Operations

Total revenues decreased by $13.4 million, or 19.2%, to $56.7
million for the three months ended May 31, 2000 ("the 2000 period")
from $70.1 million for the three months ended May 31, 1999 ("the
1999 period").  The decrease in the Company's revenues reflect a
decrease in the number of locations to 93 as of May 31, 2000 as
compared to 125 locations as of March 1, 1999.

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

                                            Three Months Ended
                                                   May 31,
                                              2000        1999

Medicare                                      46.2%       43.0%
Medicaid and other local government
 programs                                     39.6        37.8
Insurance and individuals                     13.3        18.4
Other                                          0.9         0.8
Total                                        100.0%      100.0%


Direct service costs were 62.0% and 63.6% of service revenues for
the 2000 and 1999 periods, respectively. The decrease in operating
costs as a percentage of service revenues was primarily due to the
reduction in service wages as a percentage of related service
revenues.

General and administrative costs were $22.0 million and $27.2
million and were 38.9% and 38.8% 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.

Interest expense was approximately $3.3 million in the 2000 period
as compared to $400 thousand 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.




                               -9-
Health Care Reform

HCFA has issued final rules to implement the prospective payment
system ("PPS") effective beginning October 1, 2000.  Such rules
incorporate a national 60 day episode payment to cover all the
reasonable costs of services furnished to an eligible beneficiary
under a Medicare home health plan of care.  The Company is
continuing its operational readiness program to facilitate an
orderly transition from the current cost based reimbursement
interim payment system to PPS.  This program is designed to assist
branch operating locations, together with regional management, to
prepare for new procedures required by PPS.

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 new 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.

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.

During the 2000 period, the Company's net trade accounts receivable
increased by approximately $5.9 million to $61.1 million at May 31,
2000 from $55.2 million at February 29, 2000.  This increase was
primarily attributable to conversion to the Company's new billing
system.

The Company's continued losses from operations, uncertainties
regarding changes in third-party reimbursement and uncertainties as
to the continuation of credit extensions by vendors, 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 new and

                              -10-
existing payor sources to render additional services at optimum
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 with 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 for 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 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; 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. The BBA resulted in significant changes to cost
based reimbursement for Medicare home health care providers.  The
BBA retained a cost based reimbursement system but reduced the cost
limits and implemented a per-beneficiary limit.  The BBA provided
for an interim payment system ("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") which is
scheduled to be effective for all home health care agencies after
October 1, 2000.  The effect of the changes under IPS is to reduce
the limits for the amount of costs that are reimbursable to home
health care providers under the Medicare program.  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.  While on June 30, 2000 HCFA has
stated that PPS will commence on October 1, 2000, there can be no
assurance that it will be implemented at such time.  Further, HCFA
has provided notification that PIP will cease effective October 1,
2000, regardless of whether PPS is then implemented.

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.  The Company
expects that in addition to industry consolidation generally, there
may be consolidations within the Company's company-owned and
licensed locations, as evidenced by the reduction in the number of
the Company's operating locations.

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

                              -12-
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 new 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
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 July 15, 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 1.  LEGAL PROCEEDINGS  - See Note 5 in PART I. - ITEM 1.

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)

   4.1         Common Stock Purchase Warrant between the Company
               and Medline Industries, Inc. dated May 25, 2000.

  10.1         First Amendment to Sale and Subservicing Agreement
               by and between the Company and NPF XII, Inc. and
               National Premier Financial Services, Inc. dated
               April 2000.

  10.2         Securities Purchase Agreement between the Company
               and Medline, Industries, Inc. dated May 15, 2000.


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 during the
quarter ended May 31, 2000.

















                              -14-



                           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:  July 20, 2000       By:   /s/ Stephen Savitsky
                               Stephen Savitsky
                               Chairman of the Board,
                               and Chief Executive Officer,
                               (Principal Executive Officer)
                               and Director




Dated:  July 20, 2000      By:   /s/ Dale R. Clift
                               Dale R. Clift
                               President and Chief Operating
                               Officer



Dated:  July 20, 2000      By:   /s/ Willard T. Derr
                               Willard T. Derr
                               Chief Financial Officer, Sr.
                               Vice President, Corporate
                               Controller, and Treasurer
                               (Principal Financial and
                               Accounting Officer)
















                              -15-