SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                (AMENDMENT NO. 1)

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

        [X] For the fiscal year ended December 31, 2004
        
                                     or
        
        [ ] Transition Report Pursuant to Section 13 or 15(d) of the
                       Securities Exchange Act of 1934

        For the Transition period from _______________ to ______________

                         Commission File Number: 1-8351

                               CHEMED CORPORATION

             (Exact name of registrant as specified in its charter)

                DELAWARE                                 31-0791746
      (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)              Identification Number)

2600 Chemed Center, 255 East Fifth Street,              45202-4726
            Cincinnati, Ohio                            (Zip Code)
 (Address of principal executive offices)

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

           Securities registered pursuant to Section 12(b) of the Act:

                                                 Name of each exchange
         Title of each class                      on which registered
         -------------------                     ---------------------

Capital Stock - Par Value $1 Per Share          New York Stock Exchange

            Securities registered pursuant to Section 12(g) of the Act: None

      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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  Yes [ ] No [X]

      Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [X] No [ ]

      The aggregate market value of the voting stock held by non-affiliates of
the registrant, based upon the average bid and asked price of said stock on the
New York Stock Exchange - Composite Transaction Listing on June 30, 2004 ($48.48
per share), was $581,870,609.

      At March 31, 2005, 12,647,493 shares of Chemed Capital Stock (par value $1
per share) were outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

                            DOCUMENT                          WHERE INCORPORATED
----------------------------------------------------------    ------------------
2004 Annual Report to Stockholders (specified portions)       Parts I, II and IV
Proxy Statement for Annual Meeting to be held May 16, 2005              Part III




                                EXPLANATORY NOTE

      This Amendment No. 1 on Form 10-K/A to Chemed Corporation's (the
"Company") Annual Report on Form 10-K for the year ended December 31, 2004 (the
"Original Filing"), which was filed with the Securities and Exchange Commission
on March 28, 2005 is being filed to amend the Original Filings as follows:

            -     Item 9A is amended to update Management's Report on Internal
                  Control Over Financial Reporting to include management's
                  assessment of the effectiveness of the Company's internal
                  control over financial reporting, and

            -     The related report of the independent registered public
                  accounting firm is included.

This Amendment No. 1 is filed pursuant to Securities and Exchange Commission
Release No. 34-50754 which provides up to 45 additional days beyond the due date
of the Original Filing for the filing of the above.

As a result of these amendments, the certifications pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, filed as exhibits to the Original Filing, have
been re-executed and re-filed as of the date of this Form 10-K/A.

Except for the amendments described above, this Form 10-K/A does not modify or
update other disclosures in, or exhibits to, the Original Filing.

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

      Based on an evaluation, as of the end of the period covered by this Annual
Report on Form 10-K/A, our President and Chief Executive Officer, Vice President
and Chief Financial Officer and Vice President and Controller have concluded
that our disclosure controls and procedures (as defined in the Exchange Act Rule
13a-15(e)) are effective to ensure that information required to be disclosed in
the reports that the Company files under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported, within the time periods specified
in the SEC's rules and forms and are also effective to ensure that information
required to be disclosed in the reports that the Company files or submits under
the Securities Exchange Act of 1934 is accumulated and communicated to the
Company's management, including its President and Chief Executive Officer, Vice
President and Chief Financial Officer and Vice President and Controller, to
allow timely decisions regarding required disclosure.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

            The management of Chemed Corporation is responsible for establishing
and maintaining adequate internal control over financial reporting. Our internal
control over financial reporting is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles. Internal control over financial reporting of the Company
includes those policies and procedures that: (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the
transactions of the Company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting

                                       2



principles, and that receipts and expenditures of the Company are being made
only in accordance with authorizations of management and directors of the
Company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the Company's
assets that could have a material effect on the financial statements.

            Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

            The Company's management, under the supervision of and with the
participation of the Company's President and Chief Executive Officer, Vice
President and Chief Financial Officer, and Vice President and Controller,
assessed the effectiveness of the Company's internal control over financial
reporting as of December 31, 2004. Management's assessment is based on the
criteria established in the Internal Control - Integrated Framework issued by
the Committee of Sponsoring Organizations (COSO) of the Treadway Commission.
Based on this assessment, management has concluded that the Company maintained
effective internal control over financial reporting as of December 31, 2004.

            The Company's independent registered public accounting firm,
PricewaterhouseCoopers LLP, has audited our assessment of the effectiveness of
the Company's internal control over financial reporting as of December 31, 2004,
as stated in their report which appears herein.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Chemed Corporation:

In our opinion, management's assessment, included in the accompanying
Management's Report on Internal Control Over Financial Reporting, that the
Chemed Corporation maintained effective internal control over financial
reporting as of December 31, 2004 based on criteria established in Internal
Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO), is fairly stated, in all
material respects, based on those criteria. Furthermore, in our opinion, the
Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2004, based on criteria established in
Internal Control - Integrated Framework issued by COSO. The Company's management
is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over
financial reporting. Our responsibility is to express opinions on management's
assessment and on the effectiveness of the Company's internal control over
financial reporting based on our audit. We conducted our audit of internal
control over financial reporting in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all
material respects. An audit of internal control over financial reporting
includes obtaining an understanding of internal control over financial
reporting, evaluating management's assessment, testing and evaluating the design
and operating effectiveness of internal control, and performing such other
procedures as we consider necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinions.

A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over

                                       3



financial reporting includes those policies and procedures that (i) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (ii)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the
company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated financial
statements of Chemed Corporation at December 31, 2004 and 2003 and for each of
the three years in the period ended December 31, 2004 and in our report dated
March 22, 2005 we expressed and unqualified opinion thereon.

/s/ PricewaterhouseCoopers LLP

Cincinnati, Ohio
April 27, 2005

                                       4



                                     PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



EXHIBITS
--------
         
3.1         Certificate of Incorporation of Chemed Corporation.*

3.2         Certificate of Amendment to Certificate of Incorporation.*

3.3         By-Laws of Chemed Corporation.*

4.1         Offer to Exchange Chemed Capital Trust Convertible Preferred
            Securities for Shares of Capital Stock, dated as of December 23,
            1999.*

4.2         Chemed Capital Trust, dated as of December 23, 1999.*

4.3         Amended and Restated Declaration of Trust of Chemed Capital Trust,
            dated February 7, 2000.*

4.4         Indenture, dated as of February 24, 2004, between Roto-Rooter, Inc.
            and LaSalle Bank National Association.*

4.5         Indenture, dated as of February 24, 2004, among Roto-Rooter, Inc.,
            the subsidiary guarantors listed on Schedule I thereto and Wells
            Fargo Bank, N.A.*

10.1        Agreement and Plan of Merger among Diversey U.S. Holdings, Inc., D.
            C. Acquisition Inc., Chemed Corporation and DuBois Chemicals, Inc.,
            dated as of February 25, 1991.*

10.2        Stock Purchase Agreement between Omnicare, Inc. and Chemed
            Corporation, dated as of August 5, 1992.*

10.3        Agreement and Plan of Merger among National Sanitary Supply Company,
            Unisource Worldwide, Inc. and TFBD, Inc. dated as of August 11,
            1997.*

10.4        Stock Purchase Agreement dated as of May 8, 2002 by and between PCI
            Holding Corp. and Chemed Corporation. *

10.5        Amendment No. 1 to Stock Purchase Agreement dated as of October 11,
            2002 by and among PCI Holding Corp., PCI-A Holding Corp. and Chemed
            Corporation. *

10.6        Senior Subordinated Promissory Note dated as of October 11, 2002 by
            and among PCI Holding Corp. and Chemed Corporation. *

10.7        Common Stock Purchase Warrant dated as of October 11, 2002 by and
            between PCI Holding Corp. and Chemed Corporation. *

10.8        1986 Stock Incentive Plan, as amended through May 20, 1991.*,**

10.9        1988 Stock Incentive Plan, as amended through May 20, 1991.*,**

10.10       1993 Stock Incentive Plan.*,**


                                       5




         
10.11       1995 Stock Incentive Plan.*,**

10.12       1997 Stock Incentive Plan.*,**

10.13       1999 Stock Incentive Plan.*,**

10.14       1999 Long-Term Employee Incentive Plan as amended through May 20,
            2002.*,**

10.15       2002 Stock Incentive Plan.*,**

10.16       2002 Executive Long-Term Incentive Plan, as amended May 18,
            2004.*,**

10.17       2004 Stock Incentive Plan.*,**

10.18       Employment Contracts with Executives.*,**

10.19       Amendment to Employment Agreements with Kevin J. McNamara, Thomas C.
            Hutton and Sandra E. Laney dated August 7, 2002.*,**

10.20       Amendment to Employment Agreements with Timothy S. O'Toole and
            Arthur V. Tucker dated August 7, 2002.*,**

10.21       Amendment to Employment Agreement with Spencer S. Lee dated May 19,
            2003.*,**

10.22       Amendment to Employment Agreements with Executives dated January 1,
            2002.*,**

10.23       Consulting Agreement between Timothy S. O'Toole and PCI Holding
            Corp. effective October 11, 2002.*,**

10.24       Amendment No. 16 to Employment Agreement with Sandra E. Laney dated
            March 1, 2003.*,**

10.25       Amendment No. 16 to Employment Agreement with Kevin J. McNamara
            dated May 18, 2004. *,**

10.26       Employment Agreement with David P. Williams dated May 16, 1994;
            Amendment dated May 21, 2001, and Amendment dated May 19, 2003. *,**

10.27       Excess Benefits Plan, as restated and amended, effective June 1,
            2001.*,**

10.28       Amendment No. 1 to Excess Benefits Plan, effective July 1, 2002.*,**

10.29       Amendment No. 2 to Excess Benefits Plan, effective November 7,
            2003.*,**

10.30       Non-Employee Directors' Deferred Compensation Plan.*,**

10.31       Chemed/Roto-Rooter Savings & Retirement Plan, effective January 1,
            1999.*,**

10.32       First Amendment to Chemed/Roto-Rooter Savings & Retirement Plan,
            effective September 6, 2000.*,**

10.33       Second Amendment to Chemed/Roto-Rooter Savings & Retirement Plan,
            effective January 1, 2001.*,**


                                       6




         
10.34       Third Amendment to Chemed/Roto-Rooter Savings & Retirement Plan,
            effective December 12, 2001.*,**

10.35       Stock Purchase Agreement by and Among Banta Corporation, Chemed
            Corporation and OCR Holding Company as of September 24, 1997.*

10.36       Directors Emeriti Plan.*,**

10.37       Second Amendment to Split Dollar Agreement with Executives.*,**

10.38       Split Dollar Agreement with Executives.*,**

10.39       Split Dollar Agreement with Edward L. Hutton.*,**

10.40       Promissory Note under the Executive Stock Purchase Plan with Kevin
            J. McNamara.*,**

10.41       Schedule to Promissory Note under the Executive Stock Purchase Plan
            with Kevin J. McNamara. *,**

10.42       Roto-Rooter Deferred Compensation Plan No. 1, as amended January
            1,1998.*,**

10.43       Roto-Rooter Deferred Compensation Plan No. 2.*,**

10.44       Agreement and Plan of Merger, dated as of December 18, 2003, Among
            Roto-Rooter, Inc., Marlin Merger Corp. and Vitas Healthcare
            Corporation.*

10.45       Credit Agreement, dated as of February 24, 2004, among Roto-Rooter,
            Inc., the lenders from time to time parties thereto and Bank One,
            NA, as Administrative Agent.*

10.46       Amended and Restated Credit Agreement, dated as of February 24,
            2005, among Chemed Corporation, the lenders from time to time
            parties thereto and JP Morgan Chase Bank, NA, as Administrative
            Agent,*

10.47       Pledge and Security Agreement, dated as of February 24, 2004, among
            Roto-Rooter, Inc., the subsidiaries of Roto-Rooter, Inc. listed on
            the signature pages thereto and Bank One, NA, as Collateral Agent.*

10.48       Guaranty Agreement, dated as of February 24, 2004, among the
            subsidiaries of Roto-Rooter, Inc. listed on the signature pages
            thereto and Bank One, NA, as Administrative Agent.*

10.49       Collateral Sharing Agreement, dated as of February 24, 2004, among
            Bank One, NA, as Collateral Agent and Administrative Agent, Wells
            Fargo Bank, NA, as Trustee, and Roto-Rooter, Inc.*

10.50       Form of Restricted Stock Award*,**

10.51       Form of Stock Option Grant*,**

23          Consent of Independent Registered Public Accounting Firm.

24          Powers of Attorney.

31.1        Certification by Kevin J. McNamara pursuant to Rule
            13a-14(a)/15d-14(a) of


                                       7




         
            the Exchange Act of 1934.

31.2        Certification by David P. Williams pursuant to Rule
            13a-14(a)/15d-14(a) of the Exchange Act of 1934.

31.3        Certification by Arthur V. Tucker, Jr. pursuant to Rule
            13a-14(a)/15d-14(a) of the Exchange Act of 1934.


*     This exhibit is being filed by means of incorporation by reference (see
      Index to Exhibits on page E-1). Each other exhibit is being filed with
      this Annual Report on Form 10-K.

**    Management contract or compensatory plan or arrangement.

                                       8



                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) 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

April 28, 2005                         By /s/ Kevin J. McNamara
                                          -------------------------
                                          Kevin J. McNamara
                                          President and Chief Executive Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.



    Signature                                          Title                                 Date
----------------------                  -------------------------------------           ---------------
                                                                                  
/s/ Kevin J. McNamara                   President and Chief Executive Officer
----------------------                  and a Director (Principal Executive
Kevin J. McNamara                       Officer)

/s/ David P. Williams                   Vice President and Chief
----------------------                  Financial Officer
David P. Williams                       (Principal Financial Officer)

/s/ Arthur V. Tucker, Jr.               Vice President and Controller                   April 28, 2005
------------------------                (Principal Accounting
Arthur V. Tucker, Jr.                   Officer)

Edward L. Hutton*                       Sandra E. Laney*
Donald Breen, Jr.*                      Timothy S. O'Toole*
Charles H. Erhart, Jr.*                 Donald E. Saunders*                             -- Directors
Joel F. Gemunder*                       George J. Walsh III*
Patrick P. Grace*                       Frank E. Wood*
Thomas C. Hutton*


----------
*     Naomi C. Dallob by signing her name hereto signs this document on behalf
      of each of the persons indicated above pursuant to powers of attorney duly
      executed by such persons and filed with the Securities and Exchange
      Commission.

April 28, 2005                                   /s/ Naomi C. Dallob
                                                 -----------------------
Date                                             Naomi C. Dallob
                                                 (Attorney-in-Fact)

                                       9



                                INDEX TO EXHIBITS



                                                                                  Page Number
                                                                                      or
                                                                          Incorporation by Reference
                                                                    -------------------------------------
Exhibit                                                             File No. and               Previous
Number                                                              Filing Date               Exhibit No.
-------                                                             -------------------       -----------
                                                                                     
3.1              Certificate of Incorporation of                    Form S-3                     4.1
                 Chemed Corporation                                 Reg. No. 33-44177
                                                                    11/26/91

3.2              Certificate of Amendment to                        Form S-4                     3.3
                 Certificate of Incorporation                       Reg. No. 333-115668
                                                                    5/20/04

3.3              By-Laws of Chemed Corporation                      Form 8-K                      1
                 as amended November 5, 2004                        11/5/04

4.1              Offer to Exchange Chemed Capital                   Form T-3                     T3E.1
                 Trust Convertible Trust Preferred                  12/23/99
                 Securities for Shares of Capital
                 Stock, dated as of 12/23/99

4.2              Chemed Capital Trust, dated                        Schedule 13E-4               (b)(1)
                 as of 12/23/99                                     12/23/99

4.3              Amended and Restated                               Schedule 13E-4A              (b)(2)
                 Declaration of Trust of Chemed                     2/7/00, Amendment
                 Capital Trust, dated February                      No. 2
                 7, 2000

4.4              Indenture, dated as of February                    Form 10-K                    4.4
                 24, 2004 between Roto-Rooter, Inc.                 3/12/04
                 and LaSalle Bank National
                 Association

4.5              Indenture, dated as of February                    Form 10-K                    4.5
                 24, 2004 among Roto-Rooter, Inc.,                  3/12/04
                 the subsidiary guarantors listed
                 on Schedule I thereto and Wells
                 Fargo Bank, N.A.

10.1             Agreement and Plan of Merger                       Form 8-K                      1
                 among Diversey U.S. Holdings,                      3/11/91
                 Inc., D.C. Acquisition Inc.,
                 Chemed Corporation and DuBois
                 Chemicals, Inc., dated as of
                 February 25, 1991






                                                                                  Page Number
                                                                                      or
                                                                          Incorporation by Reference
                                                                    -------------------------------------
Exhibit                                                             File No. and               Previous
Number                                                              Filing Date               Exhibit No.
-------                                                             ------------              -----------
                                                                                     
10.2             Stock Purchase Agreement between                   Form 10-K                    5
                 Omnicare, Inc. and Chemed                          3/25/93
                 Corporation dated as of August 5,
                 1992

10.3             Agreement and Plan of Merger                       Form 8-K                     1
                 among National Sanitary                            10/13/97
                 Supply Company, Unisource
                 Worldwide, Inc. and TFBD, Inc.

10.4             Stock Purchase Agreement dated                     Form 8-K                     2.1
                 as of May 8, 2002 by and between                   10/11/02
                 PCI Holding Corp. and Chemed
                 Corporation

10.5             Amendment No. 1 to Stock Purchase                  Form 8-K                     2.2
                 Agreement dated as of October 11,                  10/11/02
                 2002 by and among PCI Holding
                 Corp., PCI-A Holding Corp. and
                 Chemed Corporation

10.6             Senior Subordinated Promissory                     Form 8-K                     2.3
                 Note dated as of October 11, 2002                  10/11/02
                 by and among PCI Holding Corp.
                 and Chemed Corporation

10.7             Common Stock Purchase Warrant                      Form 8-K                     2.4
                 dated as of October 11, 2002 by                    10/11/02
                 and between PCI Holding Corp.
                 and Chemed Corporation

10.8             1986 Stock Incentive Plan, as                      Form 10- K                   9
                 amended through May 20, 1991                       3/27/92, **

10.9             1988 Stock Incentive Plan,                         Form 10-K                    10
                 as amended through May 20, 1991                    3/27/92, **

10.10            1993 Stock Incentive Plan                          Form 10-K                    10.8
                                                                    3/29/94, **

10.11            1995 Stock Incentive Plan                          Form 10-K                    10.14
                                                                    3/28/96, **

10.12            1997 Stock Incentive Plan                          Form 10-K                    10.10
                                                                    3/27/98, **






                                                                                  Page Number
                                                                                      or
                                                                          Incorporation by Reference
                                                                    -------------------------------------
Exhibit                                                             File No. and               Previous
Number                                                              Filing Date               Exhibit No.
-------                                                             ------------              -----------
                                                                                     
10.13            1999 Stock Incentive Plan                          Form 10-K                    10.11
                                                                    3/29/00, **

10.14            1999 Long Term Employee                            Form 10-K                    10.16
                 Incentive Plan as amended                          3/28/03, **
                 through May 20, 2002

10.15            2002 Stock Incentive Plan                          Form 10-K                    10.17
                                                                    3/28/03, **

10.16            2002 Executive Long-Term                           Form 10-Q                    10.16
                 Incentive Plan, as amended                         8/19/04, **
                 May 18, 2004

10.17            2004 Stock Incentive Plan                          Proxy Statement                A
                                                                    3/25/04

10.18            Employment Contracts with                          Form 10-K                    10.12
                 Executives                                         3/28/89, **

10.19            Amendment to Employment                            Form 10-K                    10.20
                 Agreements with Kevin J.                           3/28/03, **
                 McNamara, Thomas C. Hutton
                 and Sandra E. Laney
                 dated August 7, 2002

10.20            Amendment to Employment                            Form 10-K                    10.21
                 Agreements with Timothy                            3/28/03, **
                 S. O'Toole and Arthur V.
                 Tucker dated August 7, 2002

10.21            Amendment to Employment                            Form 10-K                    10.20
                 Agreement with Spencer S. Lee                      3/12/04, **
                 dated May 19, 2003

10.22            Amendment to Employment                            Form 10-K                    10.16
                 Agreement with Executives dated                    3/28/02, **
                 January 1, 2002

10.23            Consulting Agreement between                       Form 10-K                    10.26
                 Timothy S. O'Toole and PCI                         3/28/03, **
                 Holding Corp effective
                 October 11, 2002.






                                                                                  Page Number
                                                                                      or
                                                                          Incorporation by Reference
                                                                    -------------------------------------
Exhibit                                                             File No. and               Previous
Number                                                              Filing Date               Exhibit No.
-------                                                             ------------              -----------
                                                                                     
10.24            Amendment No. 16 to Employment                     Form 10-K                    10.27
                 Agreement with Sandra E. Laney                     3/28/03, **
                 dated March 1, 2003

10.25            Amendment No. 16 to Employment                      Form 10-K                   10.25
                 Agreement with Kevin J. McNamara                    3/28/05, **
                 dated May 18, 2004.

10.26            Employment Agreement with David                     Form 10-K                   10.26
                 P. Williams dated May 16, 1994;                     3/28/05, **
                 Amendment dated May 21, 2001, and
                 Amendment dated May 19, 2003.

10.27            Excess Benefits Plan, as restated                  Form 10-K                    10.24
                 and amended, effective June 1,                     3/12/04, **
                 2001

10.28            Amendment No. 1 to Excess Benefits                 Form 10-K                    10.25
                 Plan, effective July 1, 2002                       3/12/04, **

10.29            Amendment No. 2 to Excess Benefits                 Form 10-K                    10.26
                 Plan, effective November 7, 2003                   3/12/04, **

10.30            Non-Employee Directors' Deferred                   Form 10-K                    10.10
                 Compensation Plan                                  3/24/88, **

10.31            Chemed/Roto-Rooter Savings &                       Form 10-K                    10.25
                 Retirement Plan, effective                         3/25/99, **
                 January 1, 1999

10.32            First Amendment to Chemed/                         Form 10-K                    10.22
                 Roto-Rooter Savings & Retirement                   3/28/02, **
                 Plan effective September 6, 2000

10.33            Second Amendment to Chemed/                        Form 10-K                    10.23
                 Roto-Rooter Savings & Retirement                   3/28/02, **
                 Plan effective January 1, 2001

10.34            Third Amendment to Chemed/                         Form 10-K                    10.24
                 Roto-Rooter Savings & Retirement                   3/28/02, **
                 Plan effective December 12, 2001






                                                                                  Page Number
                                                                                      or
                                                                          Incorporation by Reference
                                                                    -------------------------------------
Exhibit                                                             File No. and               Previous
Number                                                              Filing Date               Exhibit No.
-------                                                             ------------              -----------
                                                                                     
10.35            Stock Purchase Agreement by and                    Form 8-K                     10.21
                 among Banta Corporation, Chemed                    10/13/97
                 Corporation and OCR Holding
                 Company

10.36            Directors Emeriti Plan                             Form 10-Q                    10.11
                                                                    5/12/88, **

10.37            Second Amendment to Split Dollar                   Form 10-K                   10.26
                 Agreement with Executives                          3/29/00, **

10.38            Split Dollar Agreements                            Form 10-K                    10.15
                 with Executives                                    3/28/96, **

10.39            Split Dollar Agreement with                        Form 10-K                    10.16
                 Edward L. Hutton                                   3/28/96, **

10.40            Promissory Note under the                          Form 10-K                    10.41
                 Executive Stock Purchase Plan                      3/28/01, **
                 with Kevin J. McNamara

10.41            Schedule to Promissory Note under                  Form 10-K                    10.41
                 the Executive Stock Purchase Plan                  3/28/05, **
                 with Kevin J. McNamara

10.42            Roto-Rooter Deferred Compensation                  Form 10-K                    10.37
                 Plan No. 1, as amended January 1,                  3/28/01, **
                 1998

10.43            Roto-Rooter Deferred Compensation                  Form 10-K                    10.38
                 Plan No. 2                                         3/28/01, **

10.44            Agreement and Plan of Merger,                      Form 8-K                     99.2
                 dated as of December 18, 2003,                     12/19/03
                 among Roto-Rooter, Inc., Marlin
                 Merger Corp. and Vitas Healthcare
                 Corporation






                                                                                  Page Number
                                                                                      or
                                                                          Incorporation by Reference
                                                                    -------------------------------------
Exhibit                                                             File No. and               Previous
Number                                                              Filing Date               Exhibit No.
-------                                                             -------------------       -----------
                                                                                     
10.45            Credit Agreement, dated as of                      Form 10-K                    10.46
                 February 24, 2004, among                           3/12/04
                 Roto-Rooter, Inc., the lenders
                 from time to time parties thereto
                 and Bank One, NA, as Administrative
                 Agent.

10.46            Amended and Restated Credit                        Form 10-K                   10.46
                 Agreement dated as of February 24,                 3/28/05
                 2005 among Chemed Corporation, the
                 lenders from time to time, parties
                 thereto and JP Morgan Chase Bank
                 NA, as Administrative Agent.

10.47            Pledge and Security Agreement,                     Form 10-K                    10.47
                 dated as of February 24, 2004,                     3/12/04
                 among Roto-Rooter, Inc., the
                 subsidiaries of Roto-Rooter, Inc.
                 listed on the signature pages thereto
                 and Bank One, NA, as Collateral Agent.

10.48            Guaranty Agreement, dated as of                    Form 10-K                    10.48
                 February 24, 2004, among the                       3/12/04
                 subsidiaries of Roto-Rooter, Inc.
                 listed on the signature pages thereto
                 and Bank One, NA, as Administrative
                 Agent.

10.49            Collateral Sharing Agreement,                      Form S-2                     10.49
                 dated as of February 24, 2004                      Reg. No. 333-115668
                 among Bank One, NA, as Collateral                  5/20/04
                 Agent and Administrative Agent,
                 Wells Fargo Bank, NA as Trustee,
                 and Roto-Rooter, Inc.

10.50            Form of Restricted Stock Award                     Form 10-K                     10.50
                                                                    3/28/05, **

10.51            Form of Stock Option Grant                         Form 10-K                     10.51
                                                                    3/28/05, **






                                                                                  Page Number
                                                                                      or
                                                                          Incorporation by Reference
                                                                    -------------------------------------
Exhibit                                                             File No. and               Previous
Number                                                              Filing Date               Exhibit No.
-------                                                             ------------              -----------
                                                                                     
23               Consent of Independent Registered
                 Public Accounting Firm                                   *

24               Powers of Attorney                                   Form 10-K                    24
                                                                       3/28/05

31.1             Certification by Kevin J. McNamara                       *
                 Pursuant to Rule 13a-14(a)/15d-14(a)
                 of the Exchange Act of 1934.

31.2             Certification by David P. Williams                       *
                 Pursuant to Rule 13a-14(a)/15d-14(a)
                 of the Exchange Act of 1934.

31.3             Certification by Arthur V. Tucker, Jr.                   *
                 Pursuant to Rule 13a-14(a)/15d-14(a)
                 of the Exchange Act of 1934.


----------
*     Filed herewith.

**    Management contract or compensatory plan or arrangement.