UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~May 199, 2007

NATIONAL HOME HEALTH CARE CORP.
(Exact Name of Registrant as Specified in Charter)

Delaware	0-12927	22-2981141
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

700 White Plains Road, Suite 275, Scarsdale, New York	10583
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (914) 722-9000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 81.01. OtherEntry Eventsinto a Material Definitive Agreement.

On ~~April~~ 19May 9, 2007, National Home Health Care Corp., a Delaware corporation (the “Company”), ~~issued~~AG aHome ~~press~~Health Acquisition ~~release~~Corp., ~~announcing that its Board of Directors had received~~ a ~~new~~Delaware ~~proposal~~corporation ~~from~~(the ~~Premier Home~~“Acquisition ~~Heath Care Services~~Corp”), ~~Inc.,~~and ~~subject~~AG toHome ~~due~~Health ~~diligence~~LLC, a ~~offering~~Delaware tolimited ~~acquire~~liability ~~all~~company of (the ~~outstanding~~ ~~shares~~“Parent”) ofentered ~~the~~into ~~Company~~an inAmended aand Restated ~~merger~~Agreement ~~transaction~~and ~~for~~Plan ~~$12.00 per share in cash. A copy~~ of Merger (the ~~press~~“Revised ~~release is attached as Exhibit 99~~Agreement”).1 ~~hereto.~~ The ~~transaction~~terms ~~is subject~~of tothe ~~financing.~~Revised ~~Affiliates~~Agreement ofdiffer ~~Angelo~~from ~~Gordon~~those &in ~~Co. have~~ the ~~right to terminate the existing~~ Agreement and Plan of Merger, ifdated November ~~the~~28, ~~Company’s~~2006 ~~Board~~(the of“Original ~~Directors~~Agreement”), ~~fails~~as ~~to recommend~~amended, ~~against~~among the ~~Premier~~parties, however, ~~proposal~~in by the ~~close~~following ofprincipal ~~business on May 2, 2007.~~ respects:

A Merger Consideration of $12.50 per share;

The deletion of the closing condition with respect to the EBITDA of the Company;

An outside termination date of October 15, 2007;

The addition of a provision for the reimbursement of expenses incurred by the Acquisition Corp. or Parent to a maximum of $1,500,000, which reimbursements are payable under the circumstances in which the Company Break Up Fee is payable;

The Special Committee and the Board of Directors of the Company have three (3) business days (previously ten (10)) to consider unsolicited other proposals. Unsolicited offerors may not make multiple proposals; and

A condition that the Special Meeting of Stockholders of the Company be held no later than May 29, 2007.

The Revised Agreement is attached as Exhibit 10.1 hereto, the Original Agreement is set forth as Exhibit 10.1 to that Form 8-K filed by the Company with the Securities and Exchange Commission on December 4, 2007, and Amendment No. 1 to the Original Agreement is set forth as Exhibit 10.1 to that Form 8-K filed by the Company with the Securities and Exchange Commission on April 3, 2007. Each of the Revised Agreement, the Original Agreement, and Amendment No. 1 to the Original Agreement are herein incorporated by reference and the descriptions hereof are qualified in their entirety by reference to copies of such agreements.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

9910.1 ~~Press~~Amended ~~Release~~and Restated Agreement and Plan of Merger, dated ~~April~~May 199, 2007.

99.1

Press Release dated May 10, 2007.

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 hereunto duly authorized.

Dated: ~~April~~May 1910, 2007 NATIONAL HOME HEALTH CARE CORP. /s/ Robert P. Heller Name: Robert P. Heller Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number

Description

9910.1 ~~Press~~Amended ~~Release~~and Restated Agreement and Plan of Merger, dated ~~April~~May 199, 2007, by and among National Health Care Corp., AG Home Health Acquisition Corp. and AG Home Health LLC.

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