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                                              FORM 10-Q
                                 SECURITIES AND EXCHANGE COMMISSION
                                       Washington, D.C. 20549

                             Quarterly Report Under Section 13 or 15 (d)
                               of the Securities Exchange Act of 1934

For Quarter Ended March 31, 2000

Commission File Number 1-8351

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


                    Delaware                            31-0791746
(State or other jurisdiction of   (IRS Employer Identification No.)
 incorporation or organization)


2600 Chemed Center, 255 E. Fifth Street, Cincinnati, Ohio 45202

(Address of principal executive offices)                           (Zip code)


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


Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports) and (2) has been subject to such filing requirements
for the past 90 days.                   Yes  X              No
                                            ----               ----

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.


Class                             Amount                          Date

Capital Stock                     9,939,358 Shares                April 30, 2000
$1 Par Value
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                                            Page 1 of 12


                                CHEMED CORPORATION AND
                                 SUBSIDIARY COMPANIES



                                         Index


                                                                     Page No.
                                                                  
PART I.    FINANCIAL INFORMATION:

   Item 1.  Financial Statements
         Consolidated Balance Sheet -
            March 31, 2000 and
            December 31, 1999                                            3

         Consolidated Statement of Income -
            Three months ended
            March 31, 2000 and 1999                                      4

         Consolidated Statement of Cash Flows -
            Three months ended
            March 31, 2000 and 1999                                      5

         Notes to Unaudited Financial Statements                     6 - 8


   Item 2.  Management's Discussion and Analysis of
               Financial Condition and Results of
                Operations                                           9 - 11

PART II.   OTHER INFORMATION                                             12

















                                     Page 2 of 12
                                    PART I. FINANCIAL INFORMATION
                                    Item 1. Financial Statements
                             CHEMED CORPORATION AND SUBSIDIARY COMPANIES
                                     CONSOLIDATED BALANCE SHEET
                           (in thousands except share and per share data)
                                              UNAUDITED


                                                                           March 31,      December 31,
                                                                             2000            1999
                                                                          ----------      ----------
                                                                                  
ASSETS
Current assets
   Cash and cash equivalents                                              $   13,825    $   17,282
   Accounts receivable, less allowances of $4,824
      (1999 - $4,554)                                                         53,239        55,889
   Inventories                                                                10,008         9,794
   Statutory deposits                                                         14,363        14,254
   Other current assets                                                       15,945        14,583
                                                                          ----------    ----------
          Total current assets                                               107,380       111,802
Other investments                                                             37,138        37,849
Properties and equipment, at cost less accumulated
   depreciation of $58,618 (1999 - $55,410)                                   72,275        71,728
Identifiable intangible assets less accumulated
   amortization of $6,853 (1999 - $6,558)                                     12,471        12,597
Goodwill less accumulated amortization of $27,780
   (1999 - $26,545)                                                          172,217       163,257
Other assets                                                                  25,755        24,070
                                                                          ----------    ----------
          Total Assets                                                    $  427,236    $  421,303
                                                                          ==========    ==========
LIABILITIES
Current liabilities
   Accounts payable                                                       $   10,228    $   11,246
   Current portion of long-term debt                                          11,412        11,719
   Income taxes                                                               11,442         8,714
   Deferred contract revenue                                                  26,460        25,630
   Other current liabilities                                                  36,400        41,119
                                                                          ----------    ----------
          Total current liabilities                                           95,942        98,428
Long-term debt                                                                83,527        78,580
Other liabilities                                                             32,730        32,251
                                                                          ----------    ----------
          Total Liabilities                                                  212,199       209,259
                                                                          ----------    ----------

MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED SECURITIES
   OF THE CHEMED CAPITAL TRUST                                                15,539             -
                                                                          ----------    ----------

STOCKHOLDERS' EQUITY
Capital stock-authorized 15,000,000 shares $1 par;
   issued 13,885,837 shares (1999 - 13,664,892 shares)                        13,886        13,665
Paid-in capital                                                              170,523       164,549
Retained earnings                                                            148,205       144,322
Treasury stock - 3,944,343 shares
  (1999 - 3,268,783 shares), at cost                                        (117,882)      (99,437)
Unearned compensation                                                        (20,788)      (17,056)
Deferred compensation payable in company stock                                 5,446         5,340
Accumulated other comprehensive income                                         2,879         3,392
Notes receivable for shares sold                                              (2,771)       (2,731)
                                                                          ----------    ----------
          Total Stockholders' Equity                                         199,498       212,044
                                                                          ----------    ----------
          Total Liabilities and Stockholders' Equity                      $  427,236    $  421,303
                                                                          ==========    ==========

                      See accompanying notes to unaudited financial statements.

                                      Page 3 of 12


                             CHEMED CORPORATION AND SUBSIDIARY COMPANIES
                                  CONSOLIDATED STATEMENT OF INCOME
                                              UNAUDITED
                                (in thousands except per share data)


                                                                            Three Months Ended
                                                                                 March 31,
                                                                          -----------------------
                                                                             2000          1999*
                                                                          ---------     ---------
                                                                                  
Service revenues and sales                                                $121,534      $105,735
                                                                          ---------     ---------
Cost of services provided and cost of goods sold                            74,127        65,059
Selling and marketing expenses                                              11,264         9,979
General and administrative expenses                                         24,846        21,875
Depreciation                                                                 3,758         3,030
                                                                          ---------     ---------
          Total costs and expenses                                         113,995        99,943
                                                                          ---------     ---------
Income from operations                                                       7,539         5,792
Interest expense                                                            (1,782)       (1,594)
Distributions on preferred securities                                         (288)            -
Other income - net                                                           2,396         4,609
                                                                          ---------     ---------
Income before income taxes                                                   7,865         8,807
Income taxes                                                                (2,963)       (3,452)
                                                                          ---------     ---------
Net Income                                                                $  4,902      $  5,355
                                                                          =========     =========


Earnings Per Common Share

          Net income                                                      $    .49      $    .51
                                                                          =========     =========
          Average number of shares outstanding                              10,064        10,471
                                                                          =========     =========

Diluted Earnings Per Common Share

          Net income                                                      $    .48      $    .51
                                                                          =========     =========
          Average number of shares outstanding                              10,171        10,516
                                                                          =========     =========

Cash Dividends Paid Per Share                                             $    .10      $    .53
                                                                          =========     =========


                            * Reclassified to conform to 2000 presentation.
                       See accompanying notes to unaudited financial statements.







                                      Page 4 of 12

                             CHEMED CORPORATION AND SUBSIDIARY COMPANIES
                                CONSOLIDATED STATEMENT OF CASH FLOWS
                                             UNAUDITED
                                           (in thousands)


                                                                             Three Months Ended
                                                                                  March 31,
                                                                          -----------------------
                                                                             2000          1999*
                                                                          ---------     ----------
                                                                                  
Cash Flows From Operating Activities
       Net income                                                         $   4,902     $ 5,355
       Adjustments to reconcile net income to net cash
          provided by operating activities:
                Depreciation and amortization                                 5,811       4,794
                Gains on sale of investments                                   (951)     (3,068)
                Provision for uncollectible accounts receivable                 112          93
                Provision for deferred income taxes                             (92)        (24)
                Changes in operating assets and liabilities,
                  excluding amounts acquired in business
                  combinations
                    (Increase)/Decrease in accounts receivable                2,488      (5,119)
                    Increase in inventories and other current
                      assets                                                   (109)     (1,020)
                   Increase in statutory deposits                            (1,814)       (123)
                    Increase/(decrease) in accounts payable,
                      deferred contract revenue and other
                      current liabilities                                    (3,129)        869
                    Increase in income taxes                                  2,725       3,333
                Other - net                                                    (175)       (603)
                                                                          ---------     ---------
          Net cash provided by operating activities                           9,768       4,487
                                                                          ---------     ---------

Cash Flows From Investing Activities
       Business combinations--net of cash acquired                          (10,827)     (5,965)
       Capital expenditures                                                  (4,283)     (5,726)
       Proceeds from sale of investments                                      1,121       5,793
       Net proceeds from discontinued operations                               (599)       (686)
       Purchase of investments                                                 (200)       (297)
       Other - net                                                              109       1,405
                                                                          ---------     ---------
          Net cash used by investing activities                             (14,679)     (5,476)
                                                                          ---------     ---------
Cash Flows From Financing Activities
       Proceeds from issuances of long-term debt                              5,000           -
       Purchase of treasury stock                                            (2,508)        (26)
       Dividends paid                                                        (1,024)     (5,616)
       Retirement of long-term debt                                             (79)     (1,259)
       Other - net                                                               65         112
                                                                          ---------     ---------
          Net cash provided/(used) by financing activities                   (1,454)     (6,789)
                                                                          ---------     ---------
Decrease In Cash And Cash Equivalents                                        (3,457)     (7,778)
Cash and cash equivalents at beginning of period                             17,282      41,358
                                                                          ---------     ---------
Cash and cash equivalents at end of period                                $  13,825     $33,580
                                                                          =========     =========

                         *Reclassified to conform to current year presentation.
                       See accompanying notes to unaudited financial statements.

                                       Page 5 of 12
                      CHEMED CORPORATION AND SUBSIDIARY COMPANIES

                        Notes to Unaudited Financial Statements

1.   The accompanying unaudited consolidated financial statements
     have been prepared in accordance with Rule 10-01 of SEC
     Regulation S-X.  Consequently, they do not include all the
     disclosures required under generally accepted accounting
     principles for complete financial statements.  However, in
     the opinion of the management of Chemed Corporation (the
     "Company"), the financial statements presented herein contain
     all adjustments, consisting only of normal recurring
     adjustments, necessary to present fairly the financial
     position, results of operations and cash flows of the Company
     and its consolidated subsidiaries ("Chemed").  For further
     information regarding Chemed's accounting policies, refer to
     the consolidated financial statements and notes included in
     Chemed's Annual Report on Form 10-K for the year ended
     December 31, 1999.

2.   The Company's previously announced Exchange Offer, whereby
     stockholders were permitted to exchange up to 2,000,000
     shares of capital stock for Mandatorily Redeemable
     Convertible Preferred Securities ("Trust Securities") of the
     wholly-owned Chemed Capital Trust ("Trust") on a one-for-one
     basis, was completed effective February 1, 2000.  As a result
     575,503 shares of capital stock were exchanged for the same
     number of Trust Securities with a redemption value of
     $15,538,581 ($27 per security).

     The Trust Securities pay an annual cash distribution of $2.00
     per security (payable at the quarterly rate of $.50 per
     security commencing March 2000) and are convertible into
     capital stock at a price of $37 per security.  The Trust
     Securities mature in 30 years and are callable three years
     after issuance.

     The sole assets of the Trust are Junior Subordinated
     Debentures ("Debentures") of the Company in the principal
     amount of $16,019,181.  The Debentures mature in March 2030
     and the interest rate on the Debentures is $2.00 per annum
     per $27 principal amount.  In February 2000, the Company
     executed an Indenture relating to the Debentures, an Amended
     and Restated Declaration of Trust relating to the Trust
     Securities and a Guarantee Agreement for the benefit of the
     holders of the Trust Securities (collectively "Back-up
     Undertakings").  Considered together, the Back-up
     Undertakings constitute a full and unconditional guarantee by
     the Company of the Trust's obligations under the Trust
     Securities.


                                     Page 6 of 12
3.   Sales and service revenues and aftertax earnings by business
     segment follow (in thousands):

                                               Three Months Ended
                                                    March 31,
                                               -------------------
                                                 2000         1999
                                               -------      --------
     Sales and Service
        Revenues
     -----------------
     Roto-Rooter                               $ 67,724     $ 56,206
     Patient Care                                32,909       30,212
     Service America                             18,754       17,661
     Cadre Computer                               2,147        1,656
                                               --------      -------
       Total                                   $121,534     $105,735
                                               ========     ========

     Aftertax Earnings
     ----------------
     Roto-Rooter                               $  4,669     $  3,197
     Patient Care                                   403(a)       652
     Service America                                320          539
     Cadre Computer                                  42            4
                                               --------     --------
       Total segment earnings                     5,434        4,392

     Corporate
        Gains on sales of
          investments                               677        1,934
        Overhead                                 (1,363)      (1,302)
        Net investing and financing
        income/(expense)                            154          331
                                               --------     --------
            Net income                         $  4,902     $  5,355
                                               ========     ========
     ------------------
     (a)  Includes aftertax income from favorable adjustments to
          prior years' cost reports ($130,000) and net adjustments
           to the allowance for doubtful accounts ($94,000).

4.   Earnings per common share are computed using the weighted
     average number of shares of capital stock outstanding.
     Diluted earnings per common share are computed as follows on
     the next page (in thousands except per share data):






                                     Page 7 of 12
                                               Three Months Ended
                                                    March 31,
                                               -------------------
                                                2000         1999
                                               -------      -------
     Reported income                           $ 4,902      $ 5,355
     Aftertax interest on Trust
       Securities (a)                                -            -
                                               -------      -------
     Adjusted income                           $ 4,902      $ 5,355
                                               =======      =======

     Average number of shares
        outstanding                             10,064       10,471
     Effect of conversion of the
       Trust Securities (a)                          -            -
     Effect of nonvested stock
       awards                                      106           43
     Effect of unexercised stock
       options                                       1            2
                                               -------      -------
     Average number of shares used
       to compute diluted earnings
       per common share                         10,171       10,516
                                               =======      =======

     Diluted earnings per common
       share                                   $   .48      $   .51
                                               =======      =======
     ------------------
     (a)    The impact of potential conversion of the Trust
            Securities is currently anti-dilutive.

5.   During the first quarter of 2000, the Company acquired two
     businesses in the Roto-Rooter segment for aggregate purchase
     prices of $10.5 million in cash.  These operations provide
     plumbing repair and sewer and drain cleaning services
     primarily to residential customers.

     Approximately $10.2 million of the purchase price was
     allocated to goodwill and is being amortized over forty
     years.  The results of operations of the acquired businesses
     were not material in relation to the Company's results in
     2000.

6.   The Company had total comprehensive income/(loss) of
     $4,389,000 and $(2,136,000) for the three months ended
     March 31, 2000 and 1999, respectively.  The difference
     between the Company's net income and comprehensive income
     relates to the cumulative unrealized
     appreciation/depreciation on its available-for-sale
     securities.
                                     Page 8 of 12
                     Item 2. Management's Discussion and Analysis
                   of Financial Condition and Results of Operations

Financial Condition
- -------------------

             The decline in other current liabilities from $41.1
million at December 31, 1999 to $36.4 million at March 31, 2000
is due largely to the payment of liabilities for 1999
supplemental thrift and profit sharing contributions and
incentive compensation.   Also, the decline in stockholders'
equity from $212 million at December 31, 1999 to $199.5 million
at March 31, 2000 is attributable primarily to the completion of
the Company's Exchange Offer in February 2000.  Under the
Exchange Offer, approximately 576,000 shares of capital stock
were exchanged for the same number of Mandatorily Redeemable
Convertible Preferred Securities of the Chemed Capital Trust.
The exchanged shares of capital stock were recorded in treasury
stock.  The Trust Securities are callable in three years and are
redeemable in 2030.

             Vitas Healthcare Corporation ("Vitas"), the privately-
held provider of hospice services to the terminally ill in which
the Company carries an investment of $27 million of redeemable
preferred stock, is continuing to explore long-term financing
alternatives to increase its liquidity.  As of March 31, 2000,
preferred dividends of $715,000 remain in arrears.  The Company
is currently negotiating with Vitas concerning terms for
repayment of the preferred stock and/or extension of the
redemption date (currently April 1, 2000).  Vitas' operating
results and net income continue to meet its management's
expectations.  On the basis of current information, management
believes the Company's investment in Vitas is fully recoverable
and that no impairment exists.

             At March 31, 2000 Chemed had approximately $96.6
million of unused lines of credit with various banks.  Management
believes its liquidity and sources of capital are satisfactory
for the Company's needs in the foreseeable future.













                                     Page 9 of 12
Results of Operations
- ---------------------

             Data relating to (a) the increase or decrease in
service revenues and sales and (b) aftertax earnings as a percent
of service revenues and sales for each segment are set forth
below:

                     Service Revenues                  Aftertax Earnings
                        and Sales -                    as a % of Revenues
                        % Increase                      (Aftertax Margin)
                     ----------------                  - -----------------
                      2000 vs. 1999                      2000      1999
                     ----------------                  ------------------
Roto-Rooter               20 %                           6.9%      5.7%
Patient Care               9                             1.2       2.2
Service America            6                             1.7       3.1
    Total                 15                             4.5       4.2

             Service revenues and sales for the Roto-Rooter segment
for the first quarter of 2000 totalled $67,724,000, an increase
of 20% over the $56,206,000 recorded in the first quarter of
1999.  Revenues of the plumbing services business and the drain
cleaning business increased 17% and 23%, respectively, for the
first quarter of 2000, as compared with revenues recorded in the
first quarter of 1999.  These revenues accounted for 40% and 43%,
respectively, of Roto-Rooter's total service revenues and sales
during the 2000 period.  Excluding businesses acquired in 1999
and 2000, revenues of this segment increased 15% during the first
quarter of 2000.  The aftertax margin of the Roto-Rooter segment
in the first quarter of 2000 was 6.9% as compared with 5.7%
during the first quarter of 1999.  This increase was attributable
to a higher gross profit margin in 2000 and to operating
leverage, as selling and marketing and general and administrative
expenses increased at lesser rates than did service revenues and
sales.

             Service revenues of the Patient Care segment increased
9% from $30,212,000 during the first quarter of 1999 to
$32,909,000 in the first quarter of 2000.  Excluding the revenues
of businesses acquired in 1999, this revenue increase was 4%.
During the first quarter of 2000, the aftertax margin of this
segment declined from 2.2% during the first quarter of 1999 to
1.2% during the 2000 quarter, primarily as the result of higher
general and administrative costs (as a percentage of service
revenues) and higher interest costs.  The increase in interest
costs was attributable to the use of capital for acquisitions in
1999, increased working capital levels and higher interest rates
in 2000.  Favorable adjustments to prior years' cost reports and
bad debt allowances in the 2000 quarter partially offset the
impact of higher general and administrative and interest
expenses.
                                     Page 10 of 12
             Service revenues and sales of the Service America
segment increased 6% from $17,661,000 in the first quarter of
1999 to $18,754,000 in the first quarter of 2000.  This revenue
increase was highlighted by a 32% increase in the revenues of
Service America's retail business, which accounted for
approximately 25% of its overall sales in the 2000 period.  The
aftertax margin of this segment declined from 3.1% during the
first quarter of 1999 to 1.7% during the first quarter of 2000.
This decline was attributable primarily to a decline in the gross
profit margin in 2000, largely as a result of higher overtime
costs and higher material costs incurred in 2000.

             Income from operations increased from $5,792,000 in the
first three months of 1999 to $7,539,000 during the first three
months of 2000.  This increase was attributable primarily to
higher operating profit of the Roto-Rooter segment.

             Other income--net declined from $4,609,000 in the first
quarter of 1999 to $2,396,000 in the first quarter of 2000,
primarily as a result of lower investment gains recorded in the
2000 period.  During the first quarter of 2000 the Company
recorded gains on the sales of investments aggregating $951,000
as compared with $3,068,000 during the first quarter of 1999.
Lower interest income for 2000 as compared with the 1999 first
quarter also contributed to the decline in other income.

             The Company's effective income tax rate during the
first quarter of 2000 was 37.7% as compared with 39.2% during the
first three months of 1999.  This decline is due primarily to
lower effective state and local income tax rates in the 2000
first quarter.

             Net income during the first quarter of 2000 totalled
$4,902,000 ($.49 per share) as compared with $5,355,000 ($.51 per
share) in the first quarter of 1999.  This decline was
attributable primarily to larger gains on the sales of
investments in the 1999 period.  Excluding gains on the sales of
investments in both periods, net income for the first quarter of
2000 totalled $.42 per share as compared with $.33 per share
during the first quarter of 1999.












                                     Page 11 of 12
                             PART II -- OTHER INFORMATION
                             ----------------------------

Item 6.     Exhibits and Reports on Form 8-K

    (a)     Exhibits
           --------

            Exhibit         SK 601                                     Page
              No.          Ref. No.        Description                 No.
            -------        --------        ------------------          -------
              1              (27)          Financial Data
                                           Schedule                     E-1





                                      SIGNATURES

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

                                                Chemed Corporation
                                               -------------------------
                                                  (Registrant)

Dated:   May 10, 2000                      By   Naomi C. Dallob
         ----------------------               -------------------------
                                                Naomi C. Dallob, Vice
                                                President and Secretary


Dated:   May 10, 2000                      By   Arthur V. Tucker, Jr.
         ----------------------               -------------------------
                                                Arthur V. Tucker, Jr.
                                                Vice President and
                                                Controller (Principal
                                                Accounting Officer)











                                     Page 12 of 12

  

 5

THIS SCHEDULE CONTAINS FINANCIAL INFORMATION EXTRACTED FROM FOR 8-K OF CHEMED
CORPORATION FOR THE QUARTER ENDED MARCH 31, 2000 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

 0000019584
 CHEMED CORPORATION
 1,000
 U.S. DOLLARS

                             
                   3-MOS
                          DEC-31-2000
                             JAN-01-2000
                               MAR-31-2000
                                    1.0
                                           13825
                                         0
                                    58063
                                    (4824)
                                      10008
                                107380
                                          130893
                                 (58618)
                                  427236
                            95942
                                          83527
                            15539
                                          0
                                         13886
                                      185612
                    427236
                                              0
                                121534
                                                0
                                    74127
                                     0
                                   112
                                1782
                                   7865
                                      2963
                               4902
                                       0
                                      0
                                            0
                                      4902
                                       0.49
                                     0.48

  

 5

THIS SCHEDULE CONTAINS RESTATED FINANCIAL INFORMATION EXTRACTED FROM THE
APPLICABLE 1999 INTERIM FINANCIAL STATEMENTS OF CHEMED CORPORATION, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.


 0000019584
 CHEMED CORPORATION
 1,000
 U.S. DOLLAR

                                                                       
                   3-MOS                   6-MOS                   9-MOS
                          DEC-31-1999             DEC-31-1999             DEC-31-1999
                             JAN-01-1999             JAN-01-1999             JAN-01-1999
                               MAR-31-1999             JUN-30-1999             SEP-30-1999
                                    1.0                     1.0                     1.0
                                           33580                   22574                   20197
                                         0                       0                       0
                                    54058                   52875                   56128
                                    (3422)                  (3425)                  (3691)
                                       9910                    9652                    9267
                                123455                  110039                  109664
                                          110175                  118964                  123671
                                 (46925)                 (49251)                 (52226)
                                  422347                  417887                  420093
                            90630                   88013                   86566
                                          81063                   79770                   84764
                                0                       0                       0
                                          0                       0                       0
                                         13662                   13659                   13665
                                      202745                  201762                  201117
                    422347                  417887                  420093
                                              0                       0                       0
                                105735                  217120                  331548
                                                0                       0                       0
                                    65059                  133432                  203470
                                     0                       0                       0
                                    93                     165                     231
                                1594                    3101                    4549
                                   8807                   17234                   24758
                                      3452                    6765                    9877
                               5355                   10469                   14881
                                       0                       0                       0
                                      0                       0                       0
                                            0                       0                       0
                                      5355                   10469                   14881
                                        .51                    1.00                    1.42
                                      .51                    1.00                    1.41