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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 June 30, 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                  9,869,800 Shares                    July 31, 2000
$1 Par Value
- -------------------------------------------------------------------
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                                            Page 1 of 15



                                     CHEMED CORPORATION AND
                                      SUBSIDIARY COMPANIES



                                              Index


                                                                              Page No.

PART I.    FINANCIAL INFORMATION:
                                                                          
   Item 1.  Financial Statements
           Consolidated Balance Sheet -
              June 30, 2000 and
              December 31, 1999                                                       3

           Consolidated Statement of Income -
              Three months and six months ended
              June 30, 2000 and 1999                                                  4

           Consolidated Statement of Cash Flows -
              Six months ended
              June 30, 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 - 13

PART II.   OTHER INFORMATION                                                    14 - 15

















                                          Page 2 of 15

                                         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


                                                                             June 30,      December 31,
                                                                               2000           1999
                                                                            ----------     ----------
ASSETS
                                                                                   
Current assets
   Cash and cash equivalents                                                $   14,522     $   17,282
   Accounts receivable, less allowances of $4,783
      (1999 - $4,554)                                                           54,875         55,889
   Inventories                                                                  10,267          9,794
   Statutory deposits                                                           14,483         14,254
   Other current assets                                                         17,193         14,583
                                                                            ----------     ----------
          Total current assets                                                 111,340        111,802
Other investments                                                               34,386         37,849
Properties and equipment, at cost less accumulated
   depreciation of $60,198 (1999 - $55,410)                                     72,723         71,728
Identifiable intangible assets less accumulated
   amortization of $7,150 (1999 - $6,558)                                       12,174         12,597
Goodwill less accumulated amortization of $29,031
   (1999 - $26,545)                                                            171,190        163,257
Other assets                                                                    26,078         24,070
                                                                            ----------     ----------
          Total Assets                                                      $  427,891     $  421,303
                                                                            ==========     ==========
LIABILITIES
Current liabilities
   Accounts payable                                                         $    9,720     $   11,246
   Current portion of long-term debt                                            26,125         11,719
   Income taxes                                                                  9,071          8,714
   Deferred contract revenue                                                    26,660         25,630
   Other current liabilities                                                    38,059         41,119
                                                                            ----------     ----------
          Total current liabilities                                            109,635         98,428
Long-term debt                                                                  68,522         78,580
Other liabilities                                                               31,454         32,251
                                                                            ----------     ----------
          Total Liabilities                                                    209,611        209,259
                                                                            ----------     ----------

MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED SECURITIES
   OF THE CHEMED CAPITAL TRUST                                                  15,296              -
                                                                            ----------     ----------

STOCKHOLDERS' EQUITY
Capital stock-authorized 15,000,000 shares $1 par;
   issued 13,890,791 shares (1999 - 13,664,892 shares)                          13,891         13,665
Paid-in capital                                                                170,641        164,549
Retained earnings                                                              153,326        144,322
Treasury stock - 3,999,045 shares
  (1999 - 3,268,783 shares), at cost                                          (119,475)       (99,437)
Unearned compensation                                                          (19,439)       (17,056)
Deferred compensation payable in company stock                                   5,468          5,340
Accumulated other comprehensive income                                           1,377          3,392
Notes receivable for shares sold                                                (2,805)        (2,731)
                                                                            ----------     ----------
          Total Stockholders' Equity                                           202,984        212,044
                                                                            ----------     ----------
          Total Liabilities and Stockholders' Equity                        $  427,891     $  421,303
                                                                            ==========     ==========

                           See accompanying notes to unaudited financial statements.

                                      Page 3 of 15



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


                                                     Three Months Ended            Six Months Ended
                                                           June 30,                    June 30,
                                                    ---------------------        --------------------
                                                       2000        1999            2000        1999
                                                    ---------   ---------        --------    --------
                                                                                 
Service revenues and sales                          $125,218    $111,385         $246,752    $217,120
                                                    --------    --------         --------    --------

Cost of services provided and cost of goods sold      75,874      68,373          150,001     133,432
Selling and marketing expenses                        11,288      10,190           22,552      20,169
General and administrative expenses                   24,923      23,526           49,769      45,401
Depreciation                                           3,950       3,097            7,708       6,127
                                                    --------    --------         --------    --------
          Total costs and expenses                   116,035     105,186          230,030     205,129
                                                    --------    --------         --------    --------

Income from operations                                 9,183       6,199           16,722      11,991
Interest expense                                      (1,787)     (1,507)          (3,569)     (3,101)
Distributions on preferred securities                   (286)          -             (574)          -
Other income - net                                     2,793       3,735            5,189       8,344
                                                    --------    --------         --------    --------

Income before income taxes                             9,903       8,427           17,768      17,234
Income taxes                                          (3,790)     (3,313)          (6,753)     (6,765)
                                                    --------    --------         --------    --------
Net Income                                          $  6,113    $  5,114         $ 11,015    $ 10,469
                                                    ========    ========         ========    ========


Earnings Per Common Share

          Net income                                $    .62    $    .49         $   1.11    $   1.00
                                                    ========    ========         ========    ========
          Average number of shares outstanding         9,797      10,473            9,931      10,473
                                                    ========    ========         ========    ========

Diluted Earnings Per Common Share

          Net income                                $    .61    $    .49         $   1.10    $   1.00
                                                    ========    ========         ========    ========
          Average number of shares outstanding        10,295      10,512           10,353      10,515
                                                    ========    ========         ========    ========


Cash Dividends Paid Per Share                       $    .10    $    .53         $    .20    $   1.06
                                                    ========    ========         ========    ========



                             See accompanying notes to unaudited financial statements.











                                       Page 4 of 15


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


                                                                                    Six months Ended
                                                                                        June 30,
                                                                                 ---------------------
                                                                                    2000        1999*
                                                                                 ---------   ---------
                                                                                       
Cash Flows From Operating Activities
       Net income                                                                $  11,015   $10,469
       Adjustments to reconcile net income to net cash
          provided by operating activities:
                  Depreciation and amortization                                     11,837     9,820
                  Gains on sale of investments                                      (2,662)   (4,662)
                  Provision for uncollectible accounts receivable                      990       155
                  Provision for deferred income taxes                                  525      (125)
                  Changes in operating assets and liabilities,
                    excluding amounts acquired in business
                    combinations
                      Increase in accounts receivable                                  (26)   (5,780)
                      Increase in inventories and other current
                        assets                                                      (3,440)     (402)
                      (Increase)/decrease in statutory deposits                       (229)      657
                      Increase/(decrease) in accounts payable, deferred
                        contract revenue and other current liabilities              (1,431)      703
                      Increase in income taxes                                         963       570
                      Other - net                                                       77    (1,166)
                                                                                 ---------   ---------
          Net cash provided by operating activities                                 17,619    10,239
                                                                                 ---------   ---------

Cash Flows From Investing Activities
       Capital expenditures                                                        (11,345)  (13,168)
       Business combinations--net of cash acquired                                  (8,805)  (11,215)
       Proceeds from sale of investments                                             3,424     7,702
       Net outflows from discontinued operations                                    (1,857)   (1,426)
       Purchase of investments                                                        (350)     (297)
       Other - net                                                                     226     2,012
                                                                                 ---------   ---------
          Net cash used by investing activities                                    (18,707)  (16,392)
                                                                                 ---------   ---------
Cash Flows From Financing Activities
       Proceeds from issuances of long-term debt                                     5,000         -
       Purchase of treasury stock                                                   (4,501)     (289)
       Dividends paid                                                               (2,020)  (11,233)
       Retirement of long-term debt                                                    (84)   (1,479)
       Other - net                                                                     (67)      370
                                                                                 ---------   ---------
          Net cash provided/(used) by financing activities                          (1,672)  (12,631)
                                                                                 ---------   ---------

Increase/(Decrease) In Cash And Cash Equivalents                                    (2,760)  (18,784)
Cash and cash equivalents at beginning of period                                    17,282    41,358
                                                                                 ---------   ---------

Cash and cash equivalents at end of period                                       $  14,522   $22,574
                                                                                 =========   =========

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









                                      Page 5 of 15

                           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 15

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


                                         Three Months Ended        Six Months Ended
                                               June 30,               June 30,
                                        --------------------     --------------------
                                          2000        1999         2000       1999
                                        --------    --------     --------   --------
      Revenues
      -----------------
                                                                
      Roto-Rooter                       $ 69,806    $ 58,591     $137,530   $114,797
      Patient Care                        33,689      32,157       66,598     62,369
      Service America                     19,461      18,662       38,215     36,323
      Cadre Computer                       2,262       1,975        4,409      3,631
                                        --------     -------     --------   --------
        Total                           $125,218    $111,385     $246,752   $217,120
                                        ========    ========     ========   ========

      Aftertax Earnings
      ----------------
      Roto-Rooter                       $  4,920    $  3,349     $  9,589   $  6,546
      Patient Care                           549         972          952      1,624
      Service America                        521         671          841      1,210
      Cadre Computer                          68          22          110         26
                                        --------    --------     --------   --------
        Total segment earnings             6,058       5,014       11,492      9,406

      Corporate
         Gains on sales of
           investments                     1,122       1,026        1,799      2,960
         Overhead                         (1,209)     (1,249)      (2,572)    (2,551)
         Net investing and financing
         income/(expense)                    142         323          296        654
                                        --------    --------     --------   --------
              Net income                $  6,113    $  5,114     $ 11,015   $ 10,469
                                        ========    ========     ========   ========

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 15



                                        Three Months Ended         Six Months Ended
                                             June 30,                  June 30,
                                        -------------------      --------------------
                                         2000        1999         2000       1999
                                        -------     -------      -------    -------
                                                                
      Reported income                   $ 6,113     $ 5,114      $11,015    $10,469
      Aftertax interest on Trust
        Securities                          190           -          379          -
                                        -------     -------      -------    -------
      Adjusted income                   $ 6,303     $ 5,114      $11,394    $10,469
                                        =======     =======      =======    =======

      Average number of shares
         outstanding                      9,797      10,473        9,931     10,473
      Effect of conversion of the
        Trust Securities                    419           -          347          -
      Effect of nonvested stock
        awards                               78          38           74         41
      Effect of unexercised stock
        options                               1           1            1          1
                                        -------     -------      -------    -------
      Average number of shares used
        to compute diluted earnings
        per common share                 10,295      10,512       10,353     10,515
                                        =======     =======      =======    =======

      Diluted earnings per common
        share                           $   .61     $   .49      $  1.10    $  1.00
                                        =======     =======      =======    =======

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 of $4,611,000,
      $2,481,000, $9,000,000 and $345,000 for the three months and
      six months ended June 30, 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 15

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

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

               The increase in the current portion of long-term debt
from $11.7 million at December 31, 1999 to $26.1 million at
June 30, 2000 is attributable to the reclassification of the
Company's borrowings under its revolving credit agreement with
Bank of America.  The Company is currently negotiating an
extension of this credit agreement which expires in June 2001.
Also, the decline in stockholders' equity from $212 million at
December 31, 1999 to $203 million at June 30, 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 Trust Securities.   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.  During June 2000, Vitas
paid the $715,000 in dividends which were in arrears at March 31,
2000 and made timely payment of the July 2000 dividend.  The
Company is currently negotiating with Vitas concerning terms for
repayment of the preferred stock and/or extension of the
redemption date (currently May 1, 2001).  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 June 30, 2000 Chemed had approximately $92.4 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 15


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
                        ----------------               ------------------
Three Months Ended
     June 30,
- ------------------
Roto-Rooter                   19 %                        7.0%      5.7%
Patient Care                   5                          1.6       3.0
Service America                4                          2.7       3.6
Cadre Computer                15                          3.0       1.1
    Total                     12                          4.8       4.5


Six Months Ended
   June 30,
- ------------------
Roto-Rooter                   20 %                        7.0%      5.7%
Patient Care                   7                          1.4       2.6
Service America                5                          2.2       3.3
Cadre Computer                21                          2.5       0.7
    Total                     14                          4.7       4.3


Second Quarter 2000 versus Second Quarter 1999
- ----------------------------------------------
               Service revenues and sales of the Roto-Rooter segment
for the second quarter of 2000 totaled $69,806,000, an increase
of 19% over the $58,591,000 recorded in the second quarter of
1999.  Revenues of the drain cleaning business and the plumbing
services business increased 24% and 17%, respectively, for the
second quarter of 2000, as compared with revenues for 1999.
These revenues account for 42% and 41%, respectively, of Roto-
Rooter's total revenues and sales. Excluding businesses acquired
in 1999 and 2000, revenues for the second quarter of 2000
increased 14% over revenues recorded in 1999.  The aftertax
margin of this segment during the second quarter of 2000 was 7.0%
as compared with 5.7% during the second quarter of 1999.  This
increase is attributable to operating leverage as expenses
increased at a slower rate than revenues and to a lower effective
tax rate in 2000.
Page 10 of 15

               Service revenues of the Patient Care segment increased
5% from $32,157,000 in the second quarter of 1999 to $33,689,000
in the second quarter of 2000.  The aftertax margin of this
segment declined from 3.0% in the second quarter of 1999 to 1.6%
in the second quarter of 2000, as the result of higher interest
costs and higher cost of services (as a percent of revenues) in
2000.  The higher interest costs are attributable to higher
working capital requirements and higher interest rates in 2000
and to the expenditure of cash for business combinations in 1999.
Higher cost of services are attributable primarily to higher wage
costs in 2000.

               Service revenues and sales of the Service America
segment increased 4% from $18,662,000 in the second quarter of
1999 to $19,461,000 in the second quarter of 2000. This increase
is attributable to a 30% increase in revenues of Service
America's retail business which accounts for approximately 30% of
its total revenues.  The aftertax margin of this segment declined
from 3.6% in the 1999 quarter to 2.7% in the 2000 quarter.  This
decline is primarily attributable to higher health insurance
costs, higher workers' compensation costs and higher fuel costs
in 2000.

               Income from operations increased from $6,199,000 in the
second quarter of 1999 to $9,183,000 in the second quarter of
2000 primarily due to the higher operating profit of the Roto-
Rooter segment.

               Interest expense increased from $1,507,000 during the
second quarter of 1999 to $1,787,000 in the second quarter of
2000 due to increased borrowings to fund acquisitions under the
Company's revolving credit agreement.


               Other income-net declined from $3,735,000 in the second
quarter of 1999 to $2,793,000 in the second quarter of 2000
primarily as the result of lower unrealized gains in 2000 on
assets held in excess benefit plans.

               The effective income tax rate during the second quarter
of 2000 was 38.3% as compared with 39.3% during the second
quarter of 1999.  The decline is primarily attributable to a
lower effective state and local income tax rate in 2000.

               Net income during the second quarter of 2000 totaled
$6,113,000 ($.61 per diluted share) as compared with $5,114,000
($.49 per diluted share) in the 1999 quarter.  Excluding gains on
the sales of investments in both periods, income for the second
quarter of 2000 was $4,991,000 ($.50 per diluted share) as
compared with $4,088,000 ($.39 per diluted share) for 1999.


                                      Page 11 of 15

Six Months Ended June 30, 2000 Versus June 30, 1999
- ---------------------------------------------------
               Service revenues and sales of the Roto-Rooter segment for
the first six months of 2000 totaled $137,530,000, an increase of 20%
over the $114,797,000 recorded in the second quarter of 1999.
Revenues of the drain cleaning business and the plumbing services
business increased 24% and 17%, respectively, for the first six months
of 2000, as compared with revenues for 1999.  Excluding businesses
acquired in 1999 and 2000, revenues for the first six months of 2000
increased 15% over revenues for 1999.  The aftertax margin of the
Roto-Rooter segment for the first six months of 2000 was 7.0% as
compared with 5.7% for 1999.  This increase is attributable to
operating leverage as expenses increased at a slower rate than
revenues and to a lower effective tax rate in the 2000 period.

               Service revenues of the Patient Care segment increased 7%
from $62,369,000 in the first six months of 1999 to $66,598,000 in the
first six months of 2000.  Excluding revenues of businesses acquired
in 1999, revenues increased 5% in 2000 as compared with revenues for
1999.  The aftertax margin of this segment declined from 2.6% in the
first six months of 1999 to 1.4% in 2000, largely as the result of
higher interest costs (as a percent of revenues) in 2000.  The higher
interest costs are attributable to higher working capital requirements
and interest rates in 2000, and to the expenditure of cash for
business combinations in 1999.

               Service revenues and sales of the Service America segment
increased 5% from $36,323,000 in the first six months of 1999 to
$38,215,000 in the first six months of 2000. This increase was
attributable to a 31% increase in revenues of Service America's retail
business.  The aftertax margin of this segment declined from 3.3% in
the 1999 quarter to 2.2% in the 2000 quarter.  This decline is
primarily attributable to higher health insurance costs, higher
workers' compensation costs and higher fuel costs in 2000.

               Income from operations increased from $11,991,000 in the
first six months of 1999 to $16,722,000 in the first six months of
2000 primarily due to the higher operating profit of the Roto-Rooter
segment.

               Interest expense increased from $3,101,000 during the first
six months of 1999 to $3,569,000 in the first six months of 2000 due
to increased borrowings to fund acquisitions under the Company's
revolving credit agreement.

               Other income-net declined from $8,344,000 in the first six
months of 1999 to $5,189,000 in the first six months of 2000 primarily
as the result of lower gains on sales of investments and lesser
unrealized gains on assets held in excess benefit plans in 2000.



                                       Page 12 of 15

The effective income tax rate during the first six months of 2000 was
38.0% as compared with 39.3% during the first six months of 1999.  The
decline is primarily attributable to a lower effective state and local
income tax rate in 2000.

               Net income during the first six months of 2000 totaled
$11,015,000 ($1.10 per diluted share) as compared with $10,469,000
($1.00 per diluted share) in the 1999 period.  Excluding gains on the
sales of investments in both periods, income for the first six months
of 2000 was $9,216,000 ($.92 per diluted share) as compared with
$7,509,000 ($.71 per diluted share) for 1999.









































                                        Page 13 of 15

PART II -- OTHER INFORMATION
- ----------------------------

Item 4.       Submission of Matters to a Vote of Security Holders
              ---------------------------------------------------

        (a)   Chemed held its Annual Meeting of Shareholders on May 15,
              2000.

        (b)   The names of directors elected at this Annual Meeting are as
              follows:

              Edward L. Hutton                      Sandra E. Laney
              Rick L. Arquilla                      Kevin J. McNamara
              James H. Devlin                       Spencer S. Lee
              Charles H. Erhart, Jr.                John M. Mount
              Joel F. Gemunder                      Timothy S. O'Toole
              Patrick P. Grace                      Donald E. Saunders
              Thomas C. Hutton                      Paul C. Voet
              Walter L. Krebs                       George J. Walsh, III

        (c)   The stockholders ratified the Board of Directors' selection
              of PricewaterhouseCoopers LLP as independent accountants for
              the Company and its consolidated subsidiaries for the year
              2000.  9,150,428 votes were cast in favor of the proposal,
              32,654 votes were cast against it, 23,468 votes abstained,
              and three were broker nonvotes.

        (d)   The stockholders voted to amend Chemed Corporation's
              Certificate of Incorporation, as amended, authorizing the
              issuance of 700,000 shares of a new class of preferred stock.
              6,051,718 votes were cast for the proposal, 1,039,793 votes
              were cast against it, 71,924 votes abstained, and 2,043 votes
              were broker non-votes.

              With respect to the election of directors, the number of
              votes cast for each nominee was as follows:

                                           Votes For          Votes Against
                                           ---------          -------------
              Edward L. Hutton             8,227,774               978,777
              Rick L. Arquilla             8,258,225               948,325
              James H. Devlin              8,258,228               948,323
              Charles H. Erhart, Jr.       8,236,937               969,614
              Joel F. Gemunder             8,257,398               949,152
              Patrick P. Grace             8,254,010               952,541
              Thomas C. Hutton             8,254,776               951,774
              Walter L. Krebs              8,245,025               961,525
              Sandra E. Laney              8,256,157               950,393
              Spencer S. Lee               8,259,753               946,797
              Kevin J. McNamara            8,258,660               947,890

                                       Page 14 of 15

           John M. Mount                   8,257,407               949,143
           Timothy S. O'Toole              8,258,723               947,827
           Donald E. Saunders              8,254,886               951,664
           Paul C. Voet                    8,172,916             1,033,635
           George J. Walsh, III            8,259,063               947,488


Item 6.       Exhibits and Reports on Form 8-K
              --------------------------------

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

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





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


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







                                              Page 15 of 15

  


 5

THIS SCHEDULE CONTAINS FINANCIAL INFORMATION EXTRACTED FROM FORM 8-K OF CHEMED
CORPORATION FOR THE QUARTER ENDED JUNE 3O, 2000 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

 0000019584
 CHEMED CORPORATION
 1,000
 U.S. DOLLARS

                             
                   6-MOS
                          DEC-31-2000
                               JUN-30-2000
                                    1.0
                                          14,522
                                         0
                                   59,658
                                   (4,783)
                                     10,267
                               111,340
                                         132,921
                                (60,198)
                                 427,891
                          109,635
                                         68,522
                           15,296
                                          0
                                        13,891
                                     189,093
                   427,891
                                              0
                               246,752
                                                0
                                  150,001
                                     0
                                   990
                               3,569
                                 17,768
                                     6,753
                             11,015
                                       0
                                      0
                                            0
                                    11,015
                                       1.11
                                     1.10