EXHIBIT 31.2
                            RULE 13a-14(a)/15d-14(a)
                                  CERTIFICATION

         I, Robert P. Heller, certify that:

         1. I have  reviewed  this Annual  Report on Form 10-K of National  Home
Health Care Corp;

         2. Based on my  knowledge,  this  Annual  Report  does not  contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
Annual Report;

         3. Based on my knowledge, the financial statements, and other financial
information  included  in this Annual  Report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
Registrant as of, and for, the periods presented in this Annual Report;

         4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and we have:

            a) designed such disclosure controls and procedures,  or caused such
disclosure,  controls and procedures to be designated under our supervision,  to
ensure that  material  information  relating to the  Registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this Annual Report is being prepared;

            b)  evaluated  the  effectiveness  of  the  Registrant's  disclosure
controls and  procedures  and  presented in this Annual  Report our  conclusions
about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this Annual Report, based on such evaluation; and

            c)  disclosed in this Annual  Report any change in the  Registrant's
internal control over financial  reporting that occurred during the Registrant's
most recent fiscal quarter that has materially affected, or is reasonably likely
to  materially  affect,   the  Registrant's   internal  control  over  financial
reporting; and

         5. The  Registrant's  other  certifying  officers and I have disclosed,
based  on  our  most  recent  evaluation  of  internal  control  over  financial
reporting,  to the Registrant's auditors and the audit committee of Registrant's
board of directors (or persons performing the equivalent functions):

            a) all  significant  deficiencies  and  material  weaknesses  in the
design or  operation  of internal  control over  financial  reporting  which are
reasonably  likely to  adversely  affect  the  Registrant's  ability  to record,
process, summarize and report financial information; and

            b) any fraud,  whether or not material,  that involves management or
other employees who have a significant role in the Registrant's internal control
over financial reporting.

Date:  October 29, 2004

                                                /s/ Robert P. Heller
                                                --------------------------------
                                                Robert P. Heller
                                                Vice President of Finance, Chief
                                                Financial Officer and Treasurer