SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

CHEMED CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		31-0791746
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)
2600 Chemed Center, Cincinnati, Ohio		45202
(Address of principal executive offices)		(Zip Code)

2010 STOCK INCENTIVE PLAN
(Full title of the plan)

NAOMI C. DALLOB
2600 Chemed Center, 255 East Fifth Street
Cincinnati, Ohio 45202
(Name and address of agent for service)

(513) 762-6900
(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

Proposed

Proposed

maximum

maximum

Amount

offering

aggregate

Amount of

to be

price

offering

registration

Title of Securities to be registered

registered*

per share**

price**

fee

Capital Stock (Par value $1 per share)

1,750,000 shs.

$

58.42

$

102,235,000

$

7,290

 

 

PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents filed by the Company with the Securities and Exchange Commission are incorporated by reference in this Registration Statement.

     (1) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009;

     (2) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”) for the periods since December 31, 2009;

     (3) The Company’s Proxy Statement dated April 29, 2010; and

     (4) The “Description of Capital Stock” incorporated by reference in the Company’s Registration Statement on Form S-3 filed on November 26, 1991, including any amendments or reports filed to update such description.

     All documents filed by the Company pursuant to Section 13, 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part thereof from the date any such documents are filed.

Item 4. Description of Securities

     N/A

Item 5. Interest of Named Experts and Counsel

     Legal matters in connection with the issuance of the Company’s Capital Stock offered hereby have been passed upon by Naomi C. Dallob, 2600 Chemed Center, 255 East 5th Street, Cincinnati, Ohio 45202. Ms. Dallob is Vice President, Chief Legal Officer and Secretary, and a stockholder of the Company.

Item 6. Indemnification of Directors and Officers

     The Certificate of Incorporation and By-laws of the Company, and separate Indemnity Agreements, provide for the indemnification of each director and officer of the Company in connection with any claim, action, suit or proceeding brought or threatened by reason of his position with the Company. In addition, the General Corporation Law of the

State of Delaware (“Delaware Law”) permits the Company to indemnify its directors, officers and others against judgments, fines, amounts paid in settlement and attorneys’ fees resulting from various types of legal actions or proceedings if the actions of the party being indemnified meet the standards of conduct specified in the Delaware Law. The Company also maintains directors and officers liability insurance for the benefit of its directors and officers.

     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons of the Company pursuant to the provisions referred to above or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

Item 7. Exemption from Registration Claimed

     N/A

Item 8. Exhibits.

Page Number or

								Incorporation
								by Reference
		Number
		Under Item 601						File Number
Exhibit		Regulation						and
Number		S-K						Filing Date
4.1			(4	)		Certificate of Incorporation		Form S-3
								Reg. No. 33-44177
								11/26/91
4.2			(4	)		Amendment to Certificate of Incorporation		Form S-8
								Reg. No. 333-109104
								09/25/03
4.3			(4	)		Amendment to Certificate of Incorporation		Form S-4
								Reg. No. 333-115668
								05/20/04
4.4			(4	)		Amendment to Certificate of Incorporation		Form 8-K
								05/16/06
4.5			(4	)		2010 Stock Incentive Plan		2010 Proxy Statement
								04/29/10
4.6			(4	)		Form of Option Grant		Form 10-K
								03/28/05
4.7			(4	)		Form of Restricted Stock Award		Form 10-K
								03/28/05
5			(5	)		Opinion and Consent of Counsel		E-1
23			(23	)		Consent of Independent Registered Public Accounting Firm		E-2
24			(24	)		Powers of Attorney		E-3 through E-11

Item 9. Undertakings.

     The undersigned registrant hereby undertakes (1) to file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to include

any additional or changed material information on the plan of distribution; (2) for determining liability under the Securities Act of 1933, it will treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering; and (3) it will file a post-effective amendment to remove from registration any of the securities which remain unsold at the end of the offering.

     For purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act of 1933 (“Act”) may be permitted to directors, officers or controlling persons of the Company pursuant to the provisions referred to above or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person against the Company in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on June 24, 2010.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Kevin J. McNamara		President and Chief Executive Officer		June 24, 2010
Kevin J. McNamara		(Principal Executive Officer)
/s/ David P. Williams		Executive Vice President and Chief Financial Officer		June 24, 2010
David P. Williams		(Principal Financial Officer)
/s/ Arthur V. Tucker		Vice President and Controller		June 24, 2010
Arthur V. Tucker		(Principal Accounting Officer)
Joel F. Gemunder*		Thomas P. Rice*		DIRECTORS
Patrick P. Grace*		Donald E. Saunders*
Thomas C. Hutton*		George J. Walsh III*
Walter L. Krebs*		Frank E. Wood*
Andrea R. Lindell*
/s/ Naomi C. Dallob				June 24, 2010
Naomi C. Dallob
Vice President, Chief Legal Officer and Secretary

INDEX TO EXHIBITS

Page Number

						or
						Incorporation by Reference
		Number
		Under Item 601				File Number
Exhibit		Regulation				and		Previous
Number		S-K				Filing Date		Exhibit
4.1		(4)		Certificate of Incorporation		Form S-3		4.1
						Reg. No.
						33-44177
						11/26/91
4.2		(4)		Amendment to Certificate of Incorporation		Form S-8		4.1.1
						Reg. No.333-109104
						09/25/03
4.3		(4)		Amendment to Certificate of Incorporation		Form S-4		3.3
						Reg. No. 333-115668
						05/20/04
4.4		(4)		Amendment to Certificate of Incorporation		Form 8-K		3.1
						05/16/06
4.5		(4)		2010 Stock Incentive Plan		2010 Proxy		A
						Statement
						04/29/10
4.6		(4)		Form of Option Grant		Form 10-K		10.51
						03/28/05
4.7		(4)		Form of Restricted Stock Award		Form 10-K		10.50
						03/28/05
5		5		Opinion and Consent of Counsel		E-1
23		23		Consent of Independent Registered Public Accounting Firm		E-2
24		24		Powers of Attorney		E-3 through E-11

EXHIBIT 5

OPINION OF NAOMI C. DALLOB, ESQ.

June 24, 2010

Chemed Corporation
255 E. Fifth Street
2600 Chemed Center
Cincinnati, OH 45202

Dear Sir or Madam:

          In connection with the Registration Statement on Form S-8 to be filed by Chemed Corporation (the “Corporation”) with the Securities and Exchange Commission covering 1,750,000 shares of the Corporation’s capital stock, par value $1 per share (the “Capital Stock”), to be issued pursuant to the Corporation’s 2010 Stock Incentive Plan (the “Plan”), you have requested me as Vice President, Chief Legal Officer and Secretary to the Corporation to render my opinion with respect to the matters to which reference is made herein.

          I have examined and am familiar with the Certificate of Incorporation and By-laws of the Corporation, the minutes of the meetings of its directors and stockholders, the Plan and the stock incentives to be granted pursuant thereto.

          Based upon the foregoing, I am of the opinion that the shares of Capital Stock issued pursuant to the stock incentives granted pursuant to and in accordance with the terms of the Plan will, when issued in accordance with the terms of said stock incentives, be validly issued and outstanding, fully paid and non-assessable shares of Capital Stock of the Corporation.

          I hereby consent to the filing of this opinion as an exhibit to said Registration Statement.

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 26, 2010 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in the 2009 Annual Report to Shareholders, which is incorporated by reference in Chemed Corporation’s Annual Report on Form 10-K for the year ended December 31, 2009. We also consent to the incorporation by reference of our report dated February 26, 2010 relating to the financial statement schedule, which appears in such Annual Report on Form-10-K.

EXHIBIT 24

POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of Chemed Corporation, hereby constitutes and appoints Kevin J. McNamara, David P. Williams, Arthur V. Tucker and Naomi C. Dallob the true and lawful attorneys-in-fact of the undersigned, with full power in each to act without the others, for and in the name of the undersigned as such Director to sign any and all Registration Statements and amendments thereto, including Post-Effective Amendments, filed with the Securities and Exchange Commission relating to registration under the Securities Act of 1933 of interests in or Capital Stock of Chemed Corporation to be offered and sold pursuant to its 2010 Stock Incentive Plan.

          IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 7^th day of June, 2010.

POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of Chemed Corporation, hereby constitutes and appoints Kevin J. McNamara, David P. Williams, Arthur V. Tucker and Naomi C. Dallob the true and lawful attorneys-in-fact of the undersigned, with full power in each to act without the others, for and in the name of the undersigned as such Director to sign any and all Registration Statements and amendments thereto, including Post-Effective Amendments, filed with the Securities and Exchange Commission relating to registration under the Securities Act of 1933 of interests in or Capital Stock of Chemed Corporation to be offered and sold pursuant to its 2010 Stock Incentive Plan.

          IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 7^th day of June, 2010.

POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of Chemed Corporation, hereby constitutes and appoints Kevin J. McNamara, David P. Williams, Arthur V. Tucker and Naomi C. Dallob the true and lawful attorneys-in-fact of the undersigned, with full power in each to act without the others, for and in the name of the undersigned as such Director to sign any and all Registration Statements and amendments thereto, including Post-Effective Amendments, filed with the Securities and Exchange Commission relating to registration under the Securities Act of 1933 of interests in or Capital Stock of Chemed Corporation to be offered and sold pursuant to its 2010 Stock Incentive Plan.

          IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 7^th day of June, 2010.

POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of Chemed Corporation, hereby constitutes and appoints Kevin J. McNamara, David P. Williams, Arthur V. Tucker and Naomi C. Dallob the true and lawful attorneys-in-fact of the undersigned, with full power in each to act without the others, for and in the name of the undersigned as such Director to sign any and all Registration Statements and amendments thereto, including Post-Effective Amendments, filed with the Securities and Exchange Commission relating to registration under the Securities Act of 1933 of interests in or Capital Stock of Chemed Corporation to be offered and sold pursuant to its 2010 Stock Incentive Plan.

          IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 8^th day of June, 2010.

POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of Chemed Corporation, hereby constitutes and appoints Kevin J. McNamara, David P. Williams, Arthur V. Tucker and Naomi C. Dallob the true and lawful attorneys-in-fact of the undersigned, with full power in each to act without the others, for and in the name of the undersigned as such Director to sign any and all Registration Statements and amendments thereto, including Post-Effective Amendments, filed with the Securities and Exchange Commission relating to registration under the Securities Act of 1933 of interests in or Capital Stock of Chemed Corporation to be offered and sold pursuant to its 2010 Stock Incentive Plan.

          IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 7^th day of June, 2010.

POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of Chemed Corporation, hereby constitutes and appoints Kevin J. McNamara, David P. Williams, Arthur V. Tucker and Naomi C. Dallob the true and lawful attorneys-in-fact of the undersigned, with full power in each to act without the others, for and in the name of the undersigned as such Director to sign any and all Registration Statements and amendments thereto, including Post-Effective Amendments, filed with the Securities and Exchange Commission relating to registration under the Securities Act of 1933 of interests in or Capital Stock of Chemed Corporation to be offered and sold pursuant to its 2010 Stock Incentive Plan.

          IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 7^th day of June, 2010.

POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of Chemed Corporation, hereby constitutes and appoints Kevin J. McNamara, David P. Williams, Arthur V. Tucker and Naomi C. Dallob the true and lawful attorneys-in-fact of the undersigned, with full power in each to act without the others, for and in the name of the undersigned as such Director to sign any and all Registration Statements and amendments thereto, including Post-Effective Amendments, filed with the Securities and Exchange Commission relating to registration under the Securities Act of 1933 of interests in or Capital Stock of Chemed Corporation to be offered and sold pursuant to its 2010 Stock Incentive Plan.

          IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 7^th day of June, 2010.

POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of Chemed Corporation, hereby constitutes and appoints Kevin J. McNamara, David P. Williams, Arthur V. Tucker and Naomi C. Dallob the true and lawful attorneys-in-fact of the undersigned, with full power in each to act without the others, for and in the name of the undersigned as such Director to sign any and all Registration Statements and amendments thereto, including Post-Effective Amendments, filed with the Securities and Exchange Commission relating to registration under the Securities Act of 1933 of interests in or Capital Stock of Chemed Corporation to be offered and sold pursuant to its 2010 Stock Incentive Plan.

          IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 7^th day of June, 2010.

POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of Chemed Corporation, hereby constitutes and appoints Kevin J. McNamara, David P. Williams, Arthur V. Tucker and Naomi C. Dallob the true and lawful attorneys-in-fact of the undersigned, with full power in each to act without the others, for and in the name of the undersigned as such Director to sign any and all Registration Statements and amendments thereto, including Post-Effective Amendments, filed with the Securities and Exchange Commission relating to registration under the Securities Act of 1933 of interests in or Capital Stock of Chemed Corporation to be offered and sold pursuant to its 2010 Stock Incentive Plan.

          IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 7^th day of June, 2010.