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):
July 26, 2011


CHEMED CORPORATION
(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:
(513) 762-6900

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 (see General Instruction A.2 below):

⃞ 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))

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Item 2.02     Results of Operations and Financial Condition

On July 26, 2011 Chemed Corporation issued a press release announcing its financial results for the quarter ended June 30, 2011.  A copy of the release is furnished herewith as Exhibit 99.

Item 9.01     Financial Statements and Exhibits

d)        Exhibit

(99) Registrant’s press release dated July 26, 2011       

SIGNATURES

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

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Exhibit 99

Chemed Reports Second-Quarter 2011 Results

CINCINNATI--(BUSINESS WIRE)--July 26, 2011--Chemed Corporation (Chemed) (NYSE:CHE), which operates VITAS Healthcare Corporation (VITAS), the nation’s largest provider of end-of-life care, and Roto-Rooter, the nation’s largest commercial and residential plumbing and drain cleaning services provider, reported financial results for its second quarter ended June 30, 2011, versus the comparable prior-year period, as follows:

Consolidated operating results:

• Revenue increased 5.8% to $333 million
• GAAP Diluted EPS increased 14.6% to $0.94
• Adjusted EPS increased 11.2% to $1.09

VITAS segment operating results:

• Net Patient Revenue of $243 million, an increase of 7.3%
• Average Daily Census (ADC) of 13,311, an increase of 5.8%
• Admissions of 15,294, an increase of 6.0%
• Net Income of $18.6 million, an increase of 1.7%
• Adjusted EBITDA of $33.9 million, an increase of 2.5%
• Adjusted EBITDA margin of 13.9%, a decrease of 65 basis points

Roto-Rooter segment operating results:

• Revenue of $90.3 million, an increase of 2.2%
• Job count of 160,693, a decrease of 1.6%
• Net Income of $9.1 million, an increase of 2.6%
• Adjusted EBITDA of $15.8 million, an increase of 4.4%
• Adjusted EBITDA margin of 17.5%, an increase of 37 basis points

VITAS

Net revenue for VITAS was $243 million in the second quarter of 2011, which is an increase of 7.3% over the prior-year period. Excluding the impact of Medicare Cap, revenue increased 7.4%. This revenue growth was the result of increased ADC of 5.8%, driven by an increase in admissions of 6.0%, combined with Medicare price increases of approximately 2.1%. This growth was partially offset by geographic and level of acuity mix shift of the patient base.

Average revenue per patient per day in the quarter, excluding the impact of Medicare Cap, was $200.99, which is 1.6% above the prior-year period. Routine home care reimbursement and high acuity care averaged $158.67 and $696.00, respectively, per patient per day in the second quarter of 2011. During the quarter, high acuity days of care were 7.9% of total days of care, 20 basis points lower than the prior-year quarter.

In the second quarter of 2011, VITAS recorded a Medicare Cap liability of $368,000. This compares with a reversal of $35,000 of Medicare Cap recorded in the second quarter of 2010. The 2011 Medicare Cap liability relates to one small hospice program.

Of VITAS’ 36 unique Medicare provider numbers, 33 provider numbers have a Medicare Cap cushion of 10% or greater during the trailing twelve-month period. Two provider numbers have a Medicare Cap cushion of less than 10% and one small program has a modest Medicare Cap liability. VITAS generated an aggregate Medicare Cap cushion of $222 million, or 25%, during the trailing twelve-month period.

The second quarter of 2011 gross margin, excluding the impact of Medicare Cap, was 22.0%, which is a decline of 68 basis points from the second quarter of 2010. This decline in margin is a result of increased costs related to the newly mandated physician visit for recertification, expansion of our community liaison program, as well as costs associated with our continued expansion of inpatient units.

Selling, general and administrative expense was $19.7 million in the second quarter of 2011, which is an increase of 7.2% when compared to the prior-year quarter. Adjusted EBITDA totaled $33.9 million in the quarter, an increase of 2.5% over the prior-year period. Adjusted EBITDA margin, excluding the impact from Medicare Cap, was 14.1% in the quarter which was 51 basis points below the prior-year quarter.

Roto-Rooter

Roto-Rooter’s plumbing and drain cleaning business generated sales of $90.3 million for the second quarter of 2011, an increase of 2.2% over the prior-year quarter. This revenue growth was the result of a combination of selective price increases and favorable mix shift to higher value jobs, partially offset by a slight decline in aggregate job count.

Unit for unit job count in the second quarter of 2011 decreased 1.6% when compared to the prior-year period. During the second quarter of 2011, total residential jobs decreased 3.4%, as residential plumbing jobs decreased 1.3% and residential drain cleaning jobs decreased 4.5%, when compared to the second quarter of 2010. Residential jobs represented 71% of total job count in the quarter. Total commercial jobs increased 3.1%, with commercial plumbing/excavation job count increasing 3.6% and commercial drain cleaning increasing 3.5% when compared to the prior-year quarter. The “All Other” residential and commercial job category decreased 8.8%.

Roto-Rooter’s gross margin was 45.0% in the quarter, an 18 basis point decline when compared to the second quarter of 2010. Adjusted EBITDA in the second quarter of 2011 totaled $15.8 million, an increase of 4.4%, and the Adjusted EBITDA margin was 17.5% in the quarter, an increase of 37 basis points, when compared to the prior-year quarter.

Roto-Rooter continues to have periodic discussions with existing franchisees to acquire franchise territories. Management will be highly disciplined in terms of valuation, risk assessment and overall return on investment of any potential acquisition. The timing or actual completion of any acquisition cannot be predicted.

Chemed Consolidated Debt and Cash Flows

Chemed had total debt of $163 million at June 30, 2011. This debt is net of the discount taken as a result of convertible debt accounting requirements. Excluding this discount, aggregate debt is $187 million and is due in May 2014. Chemed’s total debt equates to less than one times trailing twelve-month adjusted EBITDA.

In March 2011 Chemed replaced its existing credit facility with a new Credit Agreement. Terms of this Credit Agreement consist of a five-year $350 million revolving credit facility. The interest rate on this Credit Agreement has a floating rate that is currently LIBOR plus 175 basis points. This Credit Agreement provides Chemed with increased flexibility in terms of acquisitions, share repurchases, dividends and other corporate needs. In addition, an expansion feature is included in this Credit Agreement that provides Chemed the opportunity to increase its revolver and/or enter into term loans for an additional $150 million. At June 30, 2011, this facility had approximately $321 million of undrawn borrowing capacity after deducting $29 million for letters of credit issued to secure the Company’s workers’ compensation insurance.

Capital expenditures for the first six months of 2011 aggregated $15.0 million and compares to depreciation and amortization during the same period of $14.8 million.

The Company increased its quarterly dividend from $0.12 to $0.14 per share in the third quarter of 2010. In addition, the company has purchased $21.8 million, or 341,513 shares, of Chemed stock in the first six months of 2011. Approximately $97.4 million is remaining under Chemed’s previously announced share repurchase program. Management will continually evaluate cash utilization alternatives, including share repurchase, debt repurchase, acquisitions and increased dividends to determine the most beneficial use of available capital resources.

Guidance for 2011

VITAS expects to achieve full-year 2011 revenue growth, prior to Medicare Cap, of 7.5% to 8.5%. Admissions in 2011 are estimated to increase approximately 6.5% to 7.0% and full-year Adjusted EBITDA margin, prior to Medicare Cap, is estimated to be 15.3% to 15.8%. Effective October 1, 2010, Medicare increased the average hospice reimbursement rates by approximately 2.1%. Consistent with prior years, our guidance assumes VITAS will incur an additional $2.5 million of estimated Medicare contractual billing limitations for the remainder of 2011.

Roto-Rooter expects to achieve full-year 2011 revenue growth of 6.5% to 8.5%. The revenue estimate is a result of increased pricing of approximately 3.0%, a favorable mix shift to higher revenue jobs, with job count growth estimated at 0% to 2%. Adjusted EBITDA margin for 2011 is estimated in the range of 17.0% to 18.0%.

Based upon the above, management estimates 2011 earnings per diluted share, excluding non-cash expense for stock options, the non-cash interest expense related to the accounting for convertible debt and other items not indicative of ongoing operations, will be in the range of $4.70 to $4.80. This compares to Chemed’s 2010 adjusted earnings per diluted share of $4.17.

Conference Call

Chemed will host a conference call and webcast at 10 a.m., ET, on Wednesday, July 27, 2011, to discuss the Company's quarterly results and to provide an update on its business. The dial-in number for the conference call is (866) 804-6924 for U.S. and Canadian participants and (857) 350-1670 for international participants. The participant passcode is 87701622. A live webcast of the call can be accessed on Chemed's website at www.chemed.com by clicking on Investor Relations Home.

A taped replay of the conference call will be available beginning approximately 24 hours after the call's conclusion. It can be accessed by dialing (888) 286-8010 for U.S. and Canadian callers and (617) 801-6888 for international callers and will be available for one week following the live call. The replay passcode is 62920464. An archived webcast will also be available at www.chemed.com.

Chemed Corporation operates in the healthcare field through its VITAS Healthcare Corporation subsidiary. VITAS provides daily hospice services to approximately 13,000 patients with severe, life-limiting illnesses. This type of care is focused on making the terminally ill patient's final days as comfortable and pain-free as possible.

Chemed operates in the residential and commercial plumbing and drain cleaning industry under the brand name Roto-Rooter. Roto-Rooter provides plumbing and drain service through company-owned branches, independent contractors and franchisees in the United States and Canada. Roto-Rooter also has licensed master franchisees in Indonesia, Singapore, Japan, and the Philippines.

This press release contains information about Chemed’s EBITDA, Adjusted EBITDA and Adjusted Diluted EPS, which are not measures derived in accordance with GAAP and which exclude components that are important to understanding Chemed’s financial performance. In reporting its operating results, Chemed provides EBITDA, Adjusted EBITDA and Adjusted Diluted EPS measures to help investors and others evaluate the Company’s operating results, compare its operating performance with that of similar companies that have different capital structures and evaluate its ability to meet its future debt service, capital expenditures and working capital requirements. Chemed’s management similarly uses EBITDA, Adjusted EBITDA and Adjusted Diluted EPS to assist it in evaluating the performance of the Company across fiscal periods and in assessing how its performance compares to its peer companies. These measures also help Chemed’s management to estimate the resources required to meet Chemed’s future financial obligations and expenditures. Chemed’s EBITDA, Adjusted EBITDA and Adjusted Diluted EPS should not be considered in isolation or as a substitute for comparable measures calculated and presented in accordance with GAAP. We calculated Adjusted EBITDA Margin by dividing Adjusted EBITDA by service revenue and sales. A reconciliation of Chemed’s net income to its EBITDA, Adjusted EBITDA and Adjusted Diluted EPS is presented in the tables following the text of this press release.

Forward-Looking Statements

Certain statements contained in this press release and the accompanying tables are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The words "believe," "expect," "hope," "anticipate," "plan" and similar expressions identify forward-looking statements, which speak only as of the date the statement was made. Chemed does not undertake and specifically disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These statements are based on current expectations and assumptions and involve various risks and uncertainties, which could cause Chemed's actual results to differ from those expressed in such forward-looking statements. These risks and uncertainties arise from, among other things, possible changes in regulations governing the hospice care or plumbing and drain cleaning industries; periodic changes in reimbursement levels and procedures under Medicare and Medicaid programs; difficulties predicting patient length of stay and estimating potential Medicare reimbursement obligations; challenges inherent in Chemed's growth strategy; the current shortage of qualified nurses, other healthcare professionals and licensed plumbing and drain cleaning technicians; Chemed’s dependence on patient referral sources; and other factors detailed under the caption "Description of Business by Segment" or "Risk Factors" in Chemed’s most recent report on form 10-Q or 10-K and its other filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on such forward-looking statements and there are no assurances that the matters contained in such statements will be achieved.

CONTACT:
Chemed Corporation
David P. Williams, 513-762-6901