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):
October 28, 2013


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

Registrant’s telephone number, including area code:
(513) 762-6500

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))

Item 2.02     Results of Operations and Financial Condition

              On October 28, 2013 Chemed Corporation issued a press release announcing its financial results for the quarter ended September 30, 2013.  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  October 28, 2013                                  

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.

Page 2 of 2

Exhibit 99

Chemed Reports Third-Quarter 2013 Results

CINCINNATI--(BUSINESS WIRE)--October 28, 2013--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 third quarter ended September 30, 2013, versus the comparable prior-year period, as follows:

Consolidated operating results:

• Revenue decreased 3.8% to $341 million
• GAAP Diluted EPS, including litigation, decreased 12.1% to $0.94
• Adjusted Diluted EPS increased 6.3% to $1.36

VITAS segment operating results:

• Net Patient Revenue of $254 million, a decrease of 5.2%
• Average Daily Census (ADC) of 14,241, a decrease of 0.3%
• Admissions of 14,555, a decrease of 6.3%
• Net Income, including litigation costs, of $14.6 million, a decrease of 33.4%
• Adjusted EBITDA of $37.3 million, a decrease of 6.2%
• Adjusted EBITDA margin of 14.7%, a decrease of 15 basis points

Roto-Rooter segment operating results:

• Revenue of $86.9 million, an increase of 0.6%
• Unit-for-unit job count of 150,080, a decrease of 4.9%
• Net Income, including litigation, of $8.2 million, an increase of 33.1%
• Adjusted EBITDA of $16.2 million, an increase of 27.6%
• Adjusted EBITDA margin of 18.6%, an increase of 393 basis points

VITAS

Net revenue for VITAS was $254 million in the third quarter of 2013, which is a decline of 5.2% when compared to the prior-year period. This revenue decline is a combination of Medicare reimbursement rates decreasing approximately 1.1%, ADC that was essentially equal to the prior year, a Medicare billing adjustment of $3.2 million and level of care mix shift. This shift in level of care negatively impacted revenue approximately $6 million in the quarter.

In the third quarter of 2013, VITAS recorded a Medicare Cap billing adjustment of $3.2 million related to one provider number.

Of VITAS’ 37 unique Medicare provider numbers, 32 provider numbers have a Medicare Cap cushion of 10% or greater during the 2013 Medicare Cap year; three provider numbers have a Medicare Cap cushion between 5% to 10%; and one provider number has a cap cushion between 0% and 5%. VITAS generated an aggregate cap cushion of $259 million during the trailing twelve-month period.

Average revenue per patient per day in the quarter, excluding the impact of Medicare Cap, was $196.30, which is 3.8% below the prior-year period. The average revenue includes the 2.0% reduction in Medicare hospice reimbursement effective April 1, 2013. Routine home care reimbursement and high acuity care averaged $160.76 and $689.76, respectively, per patient per day in the third quarter of 2013. During the quarter, high acuity days of care were 6.7% of total days of care, 85 basis points below the prior-year quarter.

The third quarter of 2013 gross margin, excluding the impact of Medicare Cap, was 23.2%, which is a 104 basis point improvement when compared to the third quarter of 2012.

Selling, general and administrative expense was $18.6 million in the third quarter of 2013, which is a decrease of 7.5% when compared to the prior-year quarter. This decline is attributable primarily to insurance reimbursement of legal costs related to litigation in the prior year. Adjusted EBITDA, excluding Medicare Cap, totaled $40.5 million in the quarter, an increase of 1.8% over the prior-year period. Adjusted EBITDA margin, excluding the impact from Medicare Cap, was 15.7% in the quarter which is 90 basis points above the prior-year quarter.

In October 2013, VITAS reached a tentative settlement, subject to court approval, with a class of California employees related to wage and hour litigation. As a result of this tentative settlement, VITAS recorded an after-tax expense in the quarter of $6.5 million.

Roto-Rooter

Roto-Rooter’s plumbing and drain cleaning business generated sales of $86.9 million for the third quarter of 2013, an increase of 0.6%, over the prior-year quarter.

Total unit-for-unit job count decreased 4.9% in the third quarter of 2013 when compared to the prior-year period. This consisted of a residential drain cleaning job count decrease of 6.3% and residential plumbing job count decline of 7.6%, when compared to the third quarter of 2012. Residential jobs represented 67% of total job count in the quarter. Commercial drain cleaning decreased 0.7% and commercial plumbing/excavation job count increased 1.8% when compared to the prior-year quarter.

Roto-Rooter’s gross margin in the quarter was 47.3%, a 303 basis point increase when compared to the third quarter of 2012. Gross margins were favorably impacted 182 basis points as a result of favorable experience in Roto-Rooter’s health care insurance plans. Adjusted EBITDA in the third quarter of 2013 totaled $16.2 million, an increase of 27.6%, and the Adjusted EBITDA margin was 18.6% in the quarter, an increase of 393 basis points.

Chemed Consolidated

As of September 30, 2013, Chemed had total cash and cash equivalents of $83 million, and debt of $181 million. 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.

In January 2013 Chemed entered into a five-year Amended and Restated Credit Agreement that consists of a $350 million revolving credit facility. The interest rate on this facility has a floating rate that is currently LIBOR plus 125 basis points. At September 30, 2013, the Company had approximately $317 million of undrawn borrowing capacity under this credit agreement after deducting $33 million for letters of credit issued to secure the Company’s workers’ compensation insurance.

Capital expenditures through September 30, 2013, aggregated $18.9 million and compares to depreciation and amortization during the same period of $24.2 million.

During the quarter, the Company repurchased $71.2 million of Chemed stock. This equates to 1,032,754 of Chemed shares repurchased at an average cost of $68.91. Chemed currently has $25.1 million of authorization remaining under the share repurchase plan.

Guidance for 2013

Effective October 1, 2012, Medicare increased the average hospice reimbursement rates by approximately 0.9%. Effective April 1, 2013, Medicare reduced hospice reimbursement rates 2.0%. As a result, effective April 1, 2013, this 0.9% increase was reduced to a 1.1% decline in Medicare rates when compared to the prior year. Effective October 1, 2013, Medicare increased the average hospice rate approximately 1.4%.

VITAS estimates its full-year 2013 revenue will continue to be constrained in the fourth quarter of 2013. This is a result of mix shift from high acuity care to routine home care.

Full-year 2013 revenue, prior to Medicare Cap, is estimated to be approximately 1% below the prior year. Admissions in 2013 are estimated to decline approximately 3% and full-year Adjusted EBITDA margin, prior to Medicare Cap, is estimated to be 14.5% to 15.0%. Medicare Cap is estimated to be $1.8 million in the fourth quarter of 2013.

Roto-Rooter is forecasted to achieve full-year 2013 revenue growth of 2.5%. This revenue estimate is based upon increased job pricing of approximately 3.2% and job count essentially equal to the prior year. Adjusted EBITDA margin for 2013 is estimated in the range of 19.0% to 19.5%.

Management estimates that full-year 2013 earnings per diluted share, excluding non-cash expense for stock options, the non-cash interest expense related to the accounting for convertible debt, litigation and other discrete items, will be in the range of $5.60 to $5.65. This compares to Chemed’s 2012 reported adjusted earnings per diluted share of $5.29.

Conference Call

Chemed will host a conference call and webcast at 10 a.m., ET, on Tuesday, October 29, 2013, to discuss the Company's quarterly results and to provide an update on its business. The dial-in number for the conference call is (800) 638-4817 for U.S. and Canadian participants and (617) 614-3943 for international participants. The participant passcode is 35856533. 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 89471497. 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 over 14,000 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.

The "Footnotes to Financial Statements" are integral parts of this financial information.

The "Footnotes to Financial Statements" are integral parts of this financial information.

The "Footnotes to Financial Statements" are integral parts of this financial information.

The "Footnotes to Financial Statements" are integral parts of this financial information.

The "Footnotes to Financial Statements" are integral parts of this financial information.

The "Footnotes to Financial Statements" are integral parts of this financial information.

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