SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
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                           SCHEDULE 13E-3
                  RULE 13E-3 TRANSACTION STATEMENT
    (Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
                         (Amendment No. 5*)

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                          ROTO-ROOTER, INC.
                          (Name of Issuer)

                         CHEMED CORPORATION
                (Name of Person(s) Filing Statement)

               Common Stock, par value $1.00 per share
                   (Title of Class of Securities)
                              778786103
                (CUSIP Number of Class of Securities)

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                        Mr. Kevin J. McNamara
                         Chemed Corporation
                         2600 Chemed Center
                        255 East Fifth Street
                        Cincinnati, OH 45202
                           (513) 762-6841
   (Name, Address and Telephone Number of Person(s) Authorized to
                 Receive Notices and Communications
            on Behalf of the Person(s) Filing Statement)

                       ----------------------

                             Copies to:
                         Richard Hall, Esq.
                       Cravath, Swaine & Moore
                           Worldwide Plaza
                          825 Eighth Avenue
                      New York, New York 10019
                           (212) 474-1000

                           August 14, 1996
(Date Tender Offer First Published, Sent or Given to Security Holders)

This statement is filed in connection with (check the appropriate
box):

a.     [ ]    The filing of solicitation material or an
              information statement subject to Regulation 14A
              [17 CFR 240.14a-1 to 240.14b-1]. Regulation 14C
              [17 CFR 240.14c-1 to 240.14c-101] or
              Rule 13e-3(c) [240.13e.3(c)] under the Securities Exchange Act
              of 1934.

b.     [ ]    The filing of a registration statement under the
              Securities Act of 1933.

c.     [X]    A tender offer.

d.     [ ]    None of the above.

     Check the following box if the soliciting materials or
information statement referred to in checking bchecking box (a) are
preliminary copies:  [ ]

*Constituting the final amendment to Schedule 13E-3.






     Chemed Corporation hereby amends and supplements its Rule 13E-3
Transaction Statement on Schedule 13E-3 (the "Statement") originally
filed on August 14, 1996, as amended by Amendments Nos. 1-4, with
respect to its offer to purchase any and all outstanding shares of
Common Stock, par value $1.00 per share, of Roto-Rooter, Inc., a
Delaware corporation, at a price of $41.00 net in cash per share, as
set forth in this Amendment No. 5. Capitalized terms not defined
herein have the meanings assigned thereto in the Statement.



Item 10.  Interest in Securities of the Issuer.



     Item 10 is hereby amended to add the following information:

     On September 12, 1996, the Purchaser accepted for payment a
total of 2,096,996 Shares.


Item 16.  Additional Information.

     Item 16 is hereby amended to add the following information:

     The Offer terminated at 12:00 midnight, New York City time, on
Wednesday, September 11, 1996.





                              SIGNATURE



     After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 5 to
the Statement is true, complete and correct.



Dated:  September 17, 1996



                              CHEMED CORPORATION,



                              by /s/ Kevin J. McNamara

                              Name: Kevin J. McNamara
                              Title: President