SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Amendment No. 7)

(Name of Issuer)

Common Stock
(Title of Class of Securities)

6359 06 100
(CUSIP Number)

Ira Sochet
1602 Micanopy Avenue
Miami, Florida 33133
(305) 858-2291
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copy to:

Louis R. Montello, Esquire
Montello & Associates, P.A.
2750 N.E. 185^th Street, Suite 306
Aventura, Florida 33180
(305) 682-2000

November 13, 2008
(Date of Event Which Required Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or 13d-1(g), check the following box o.

 

 

CUSIP No.		6359 06 100

     This amendment to Schedule 13D (the “Amendment”) is filed as Amendment No. 7 to the Statement on Schedule 13D, dated April 2, 2004 (the “Schedule 13D”), filed on behalf of Ira Sochet (the “Reporting Person”) relating to the common stock of National Healthcare Corporation, a Delaware corporation.

     This Amendment reflects material changes in the Schedule 13D, as amended, such material changes being more fully reflected in Item 5 below.

Item 5. Interest in Securities of the Issuer.

     (a) As of the close of business on December 9, 2008, the Reporting Person beneficially owned an aggregate of 1,060,887 shares of Common Stock, which constituted approximately 8.1 percent of the 12,995,925 shares of Common Stock outstanding on October 31, 2008, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008, as adjusted for the shares of the Issuer’s Series A Convertible Preferred (the “Preferred Stock”) owned by the Reporting Person. The 1,060,887 shares of Common Stock beneficially owned by the Reporting Person consist of 1,026,482 shares of Common Stock owned by the Reporting Person, 31,736 shares of Common Stock issuable upon conversion of the 131,140 shares of Preferred Stock owned by the Reporting Person, and 2,669 shares of Common Stock issuable upon conversion of the 11,030 shares of Preferred Stock owned by Investors Risk Advantage L.P., a Delaware limited partnership. The shares of Common Stock beneficially owned by the Reporting Person do not include 2,200 shares of Common Stock owned by the Reporting Person’s spouse, to which the Reporting Person disclaims beneficial ownership.

     (b) The Reporting Person has the sole power to vote or direct the vote, and the sole power to dispose or to direct the disposition of, all the shares of Common Stock beneficially owned by him.

     (c) The following table sets forth all transactions in Common Stock effected by the Reporting Person since October 10, 2008. All of such transactions were open market transactions effected through brokers.

		Number of				Number of				Approximate
Date		Shares Purchased				Shares Sold				Price Per Share
10/10/2008			3,200							$	37.15
10/15/2008			1,094							$	41.72
10/31/2008							1,000			$	39.58
10/31/2008							2,382			$	40.65
11/04/2008							918			$	41.02
11/07/2008							5,084			$	42.51
11/13/2008							11,850			$	45.59
11/20/2008			100							$	41.72
11/21/2008							4,000			$	38.96
11/24/2008							1,000			$	45.95
11/28/2008							14,181			$	45.24
12/05/2008							9,425			$	45.24
12/08/2008							9,500			$	47.15
12/09/2008							6,000			$	49.40

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.