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): November 5, 2004 CHEMED CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-8351 31-0791746 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification incorporation) Number) 2600 Chemed Center, 255 East 5th Street, Cincinnati, OH 45202 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (513) 762-6900 Page 1 of 2 Item 5.03. Amendments to Articles of Incorporation or By-Laws On November 5, 2004, the Board of Directors of Chemed Corporation (the "Company") amended the Company's By-Laws to restate Section 7.01 in its entirety. Among other things, the amendment expressly permits the company to issue shares in uncertified or book- entry form and to issue fractional shares. A copy of the By-Laws, as amended, is attached as an exhibit hereto. Item 9.01 Financial Statements and Exhibits 3.01. By-Laws of the Company, as amended effective November 5, 2004. 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. CHEMED CORPORATION. Dated: November 5, 2004 By: /s/ Arthur V. Tucker, Jr. ------------------------------ Arthur V. Tucker, Jr. Vice President and Controller Page 2 of 2