EXHIBIT 10.6


                                FIRST AMENDMENT

                                       TO

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT


         This First  Amendment  to Amended and  Restated  Employment  Agreement,
dated as of December 1, 1998 (the "Amendment"),  is by and between NATIONAL HOME
HEALTH CARE CORP., a Delaware  corporation having an address at 700 White Plains
Road,  Scarsdale,  New York 10583 (the  "Company") and FREDERICK H. FIALKOW,  an
individual having an address at 700 White Plains Road, Scarsdale, New York 10583
(the "Employee").

         WHEREAS,  the  Company and the  Employee  are parties to an Amended and
Restated  Employment  Agreement dated as of December 1, 1998 (the  "Agreement");
and

         WHEREAS,  the Company and the Employee desire to amend the Agreement to
give  effect AB INITIO to a change in the term of the  Agreement  as  originally
agreed among the parties.

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
covenants and  conditions  hereinafter  set forth,  the parties  hereby agree as
follows:

         1.  Amendment  to  the  Agreement.  The  Agreement  hereby  is  amended
effective  as of the date  hereof  such that  "four"  contained  in Section 1 is
changed to "five."

         2. Agreement to Continue as Amended.  Except as modified and amended by
this Amendment, the Agreement shall remain and continue in full force and effect
after the date hereof.

         3.   Applicable  Law.  This  Amendment  shall  be  negotiated  and  the
transactions contemplated hereby consummated and fully performed in the State of
New York and shall be governed by and construed in  accordance  with the laws of
the State of New York,  without  regard to the  conflicts of law rules  thereof.
Nothing  contained  in this  Amendment  shall be  construed so as to require the
commission  of any act  contrary  to law,  and  whenever  there is any  conflict
between any provision of this Amendment and any statute,  law, ordinance,  order
or  regulation,  contrary  to which the  parties  hereto  have no legal right to
contract,  the latter  shall  prevail,  but in such event any  provision of this
Amendment  so  affected  shall  be  curtailed  and  limited  only to the  extent
necessary to bring it within the legal requirements.


<PAGE>



         4.  Jurisdiction  and Venue. It is hereby  irrevocably  agreed that all
disputes or  controversies  between the Company and Employee  arising out of, in
connection  with or  relating  to this  Amendment  shall be  exclusively  heard,
settled and determined by arbitration to be held in the City of New York, County
of New York, in accordance with the Commercial Arbitration Rules of the American
Arbitration Association to be conducted before a single arbitrator, who shall be
either an attorney or retired judge licensed to practice law in the State of New
York.  The parties also agree that  judgment may be entered on the  arbitrator's
award by any court having  jurisdiction  thereof and the parties  consent to the
jurisdiction  of any court  located in the City of New York,  County of New York
for this purpose.

         5. Full  Understanding.  Employee  represents  and agrees that he fully
understands  his right to discuss all aspects of this Amendment with his private
attorney,  that to the extent,  if any, that he desired,  he availed  himself of
this  right,  that  he has  carefully  read  and  fully  understands  all of the
provisions of this  Amendment,  that he is competent to execute this  Amendment,
that his agreement to execute this Amendment has not been obtained by any duress
and that he freely  and  voluntarily  enters  into it, and that he has read this
document  in  its  entirety  and  fully  understands  the  meaning,  intent  and
consequences  of this  document  which is that it  constitutes  an  agreement of
employment.

         6.  Counterparts.  This  Amendment  may be  executed  in any  number of
counterparts,  each of which shall be deemed an original  and all of which taken
together shall constitute one and the same Amendment.

         IN WITNESS WHEREOF,  the parties have executed this Amendment as of the
date first above written.

                                        NATIONAL HOME HEALTH CARE CORP.

                                        By:      /s/ Robert P. Heller
                                             -----------------------------------
                                             Name:   Robert P. Heller
                                             Title:  Vice President of Finance
                                                     and Chief Financial Officer

                                             /s/ Frederick H. Fialkow
                                             ----------------------------------
                                                 FREDERICK H. FIALKOW


                                      -2-