EXHIBIT 10.4

                                FOURTH AMENDMENT
                                       TO
                              EMPLOYMENT AGREEMENT

          This Fourth Amendment to Employment  Agreement,  dated as of August 1,
2001 (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 STEVEN 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  Employment
Agreement dated as of November 1, 1997 (the "Agreement"),  as amended by a First
Amendment thereto dated as of December 1, 1998 (the "First Amendment"), a Second
Amendment  thereto dated as of October 7, 1999 (the "Second  Amendment"),  and a
Third Amendment thereto dated as of August 1, 2000 (the "Third Amendment").

          WHEREAS, the Company and the Employee desire to amend the Agreement in
certain respects.

          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 further amended
effective  as of the date hereof such that  "three"  contained  in Section  5(b)
therein is changed to "four."

          2. Agreement to Continue as Amended. Except as modified and amended by
the First  Amendment,  the Second  Amendment,  the Third  Amendment  and 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.



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          4.  Jurisdiction and Venue. It is hereby  irrevocably  agreed that all
disputes or  controversies  between the Company and the 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.  The  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:  Executive Vice President of
                                       Finance and Chief Financial Officer


                              /s/ Steven Fialkow
                              --------------------------------------------------
                              STEVEN FIALKOW