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): November 4, 2004 (November 3, 2004)

National HealthCare Corporation

(Exact name of Registrant as specified in its charter)

Delaware

333-37185

52-2057472

(State of Incorporation)

(Commission File No.)

(IRS Employer

Identification Number)

100 Vine Street

Murfreesboro, TN 37130

(Address of principal executive offices, including zip code)

(615) 890-2020

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)



Item 2.02. Results of Operations and Financial Condition.

On November 3, 2004, National HealthCare Corporation announced it's third quarter earnings. A copy of the press release is furnished as an exhibit to this Form 8-K and is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

National HealthCare Corporation
By: /s/ Robert G. Adams
Name: Robert G. Adams
Title: President
By:/s/ Donald K. Daniel
Name: Donald K. Daniel
Title: Principal Accounting Officer
Date: November 4, 2004




Exhibit Index

Number Exhibit
99 Press release, dated November 3, 2004


EXHIBIT 99



For release: November 3, 2004

Contact: Gerald Coggin, Sr. V.P. Investor Relations

Phone: (615) 890-2020

NHC reports third quarter earnings up 22.0%

MURFREESBORO, Tenn. -- National HealthCare Corporation (AMEX: NHC), today announced earnings for the quarter ended September 30 of $6,458,000 or 55 cents per basic share compared to $5,294,000 or 46 cents per basic share for the same period last year, an increase of 22.0%.

Revenues for the quarter were $128,116,000 versus $119,086,000 for the same period a year earlier.

For the nine months ended September 30, net income was up to $15,195,000 compared to $13,389,000 for the same period last year, an increase of 13.5%. Earnings per share for the nine months rose to $1.30 per basic share compared to $1.15 per basic share, an increase of 13.0%. Revenues for the nine months ended September 30 climbed to $370,797,000 compared to $348,307,000 for 2003.

NHC provides services to 74 long-term health care centers with 9,214 beds. NHC also operates 32 homecare programs, seven independent living centers and assisted living centers at six locations. NHC's other services include managed care specialty medical units, Alzheimer's units and a rehabilitation services company. In order to understand in all material respects the financial condition, results of operations and cash flows of NHC, the investor must review our most recent Form 10-Q quarterly report, Form 10-K annual report and press releases which are available on our web site at www.NHCcare.com.

Statements in this press release that are not historical facts are forward-looking statements. NHC cautions investors that any forward-looking statements made involve risks and uncertainties and are not guarantees of future performance. All forward-looking statements represent NHC's best judgment as of the date of this release.

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NHC reports third quarter earnings up 22.0%



Condensed Statements of Income
(in thousands except share and per share Three Months Ended Sept. 30 Nine Months Ended Sept. 30
2004 2003 2004 2003
Revenues:
Net patient revenues $ 112,235 $ 105,928 $ 326,195 $ 311,774
Other revenues 15,881 13,158 44,602 36,533
Net revenues $ 128,116 $ 119,086 $ 370,797 $ 348,307
Costs and Expenses:
Salaries, wages and benefits $ 68,007 $ 64,801 $ 200,049 $ 188,699
Other operating 35,426 31,541 103,453 95,346
Rent 9,827 10,418 30,745 31,217
Depreciation and amortization 3,624 3,116 10,068 9,224
Interest 379 512 922 1,632
Total costs and expenses $ 117,263 $ 110,388 $ 345,237 $ 326,118
Income Before Income Taxes 10,853 8,698 25,560 22,189
Income Tax Provisions (4,395) (3,404) (10,365) (8,800)
Net Income $ 6,458 $ 5,294 15,195 $ 13,389
Earnings Per Share:
Basic $ .55 $ .46 $ 1.30 $ 1.15
Diluted $ .52 $ .44 $ 1.23 $ 1.11
Weighted average common shares
Basic 11,674,212 11,617,284 11,669,955 11,604,324
Diluted 12,432,498 12,058,725 12,325,124 12,062,353
Balance Sheet Data Sept. 30 Dec. 31
(in thousands) 2004 2003
Cash, restricted cash and marketable $ 169,732 $ 155,427
Current assets 229,506 204,796
Total assets 379,587 352,393
Current liabilities 151,970 131,809
Long-term obligations 30,188 37,859
Deferred lease credits 5,652 6,245
Deferred income 26,254 24,641
Stockholder's capital 164,614 151,027


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