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): February 22, 2005 (February 22, 2005)

National HealthCare Corporation

(Exact name of Registrant as specified in its charter)

Delaware

001-13489

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 February 22, 2005, National HealthCare Corporation issued a press release announcing its 2004 year end results. A copy of the press release is filed as Exhibit 99 to this Current Report on Form 8-K and is incorporated by reference herein.





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: February 22, 2005




Exhibit Index



Number Exhibit
99 Press release, dated February 22, 2005


EXHIBIT 99

For release: Feb. 22, 2005

Contact: Gerald Coggin, V. P. & Dir. Investor Relations

Phone: (615) 890-2020

NHC Reports 20.1% Increase in Net Income

MURFREESBORO, Tenn. -- National HealthCare Corporation (AMEX: NHC), a 33 year-old publicly traded long-term health care company, today announced after tax earnings for the year ended Dec. 31, 2004 of $23,972,000 or $2.05 per share basic compared to $19,952,000 or $1.72 per share basic for the year ended Dec. 31, 2003, an increase of 20.1% and 21.4%, respectively.

For the three months ended Dec. 31, 2004 net income was $8,777,000 compared to $6,563,000 in 2003, a 33.7% increase. Earnings per basic share were 75 cents compared to 56 cents last year. Revenues for the three months ended Dec. 31, 2004 totaled $151,032,000 compared to $124,557,000 for the last three months of 2003. Revenues in 2004 were $521,829,000 compared to $472,864,000 in 2003.

Our results for 2004 reflect continued strong occupancy, improved management fee collections, the recognition of approximately $22.3 million of prior year Medicare and Medicaid reserves and the accrual of approximately $18.4 million in accrued risks reserves related to health insurance, workers compensation and professional liability claims.

NHC operates for itself and third parties 74 long-term health care centers with 9,177 beds. NHC also operates 31 homecare programs, six independent living centers and 22 assisted living centers. NHC's other services include managed care specialty medical units, Alzheimer's units, rehabilitative services and accounting and financial services. Additional information including the company's most recent press releases may be obtained on NHC's 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. The risks and uncertainties are detailed from time to time in reports filed by NHC with the S.E.C., including Forms 8-K, 10-Q and 10-K, and include, among others, the following: liabilities and other claims asserted against us, including claims related to the 2003 fire and patient care liabilities, as well as the resolution of current litigation; availability of insurance and assets for indemnification; national and local economic conditions; including their effect on the availability and cost of labor, utilities and materials; the effect of government regulations and changes in regulations governing the healthcare industry, including our compliance with such regulations; changes in Medicare and Medicaid payment levels and methodologies and the application of such methodologies by the government and its fiscal intermediaries, the ability of third parties for whom we have guaranteed debt to refinance certain short term debt obligations; and other factors referenced or incorporated by reference in the S.E.C. filings. The risks included here are not exhaustive. All forward-looking statements represent NHC's best judgment as of the date of this release.

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NHC Reports 20.1% Increase in Net Income



Condensed Statements of Income
(in thousands except share and per share Three Months Ended Year Ended December 31
2004 2003 2004 2003
Revenues:
Net patient revenues $ 138,476 $ 110,967 $ 464,671 $ 422,741
Other revenues 12,556 13,590 57,158 50,123
Net revenues $ 151,032 $ 124,557 $ 521,829 $ 472,864
Costs and Expenses:
Salaries, wages and benefits $ 76,065 $ 65,165 $ 276,114 $ 253,864
Other operating 46,109 34,370 149,562 129,716
Rent 10,289 10,320 41,034 41,537
Depreciation and amortization 3,697 3,156 13,765 12,380
Interest 377 448 1,299 2,080
Total costs and expenses $ 136,537 $ 113,459 $ 481,774 $ 439,577
Income Before Income Taxes 14,495 11,098 40,055 33,287
Income Tax Provision 5,718 4,535 16,083 13,335
Net Income $ 8,777 $ 6,563 $ 23,972 $ 19,952
Earnings Per Share:
Basic $ .75 $ .56 $ 2.05 $ 1.72
Diluted $ .72 $ .54 $ 1.95 $ 1.65
Weighted average common shares outstanding
Basic 11,689,630 11,624,078 11,674,901 11,608,555
Diluted 12,149,242 12,052,715 12,281,181 12,059,986
Dividends declared per share .125 --- .500 ---
Balance Sheet Data December December
(in thousands) 2004 2003
Cash and marketable securities $ 168,721 $ 155,427
Current assets 227,734 204,796
Total assets 373,117 352,393
Current liabilities 128,605 131,809
Long-term obligations 30,726 37,859
Deferred lease credit 5,452 6,245
Deferred revenue 25,112 24,641
Shareowners' equity 182,348 151,027




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