August
17, 2007
VIA
EDGAR TRANSMISSION
Securities
and Exchange Commission
100
F.
Street, N.E.
Washington,
D.C. 20549
Attention: Suzanne
Hayes
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Re:
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Chemed
Corporation
Revised
Request to Withdraw Registration Statement on Form
S-3
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(File
No. 333-145483)
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Ladies
and Gentlemen:
Pursuant
to Rule 477 of
Regulation C of the Securities Act of 1933, as amended (the “Act”),
Chemed Corporation. (the “Company”) hereby respectfully applies to the
Securities and Exchange Commission (the “Commission”) the withdrawal of
the Company’s Registration Statement (File No. 333-145483) on Form S-3 filed
with the Commission on August 15, 2007 (the “Registration
Statement”), together with all exhibits thereto, with such application to be
approved effective as of the date hereof or at the earliest practical date
thereafter.
The
Registration Statement was filed in
connection with the sale of the Company’s 1.875% Convertible Senior Notes due
2014 (the “Notes”) and the underlying capital stock by persons listed
under “Selling Securityholders” in the Registration
Statement. The Company intends to refile the Registration Statement
with an indication on the cover of the Registration Statement that the filing
is
being made pursuant to Rule 462(e) under the Securities Act.
Since
the Registration Statement was
not declared effective by the Commission, offers or sales of the Company’s Notes
or the underlying capital stock were not made pursuant to the Registration
Statement. The Company requests in accordance with Rule 457(p) of the
Act that all fees paid to the Commission in connection with the filing of the
Registration Statement be credited for future use.
If
you have any questions regarding the
foregoing application for withdrawal, please do not hesitate to contact myself
or Andrew J. Pitts of Cravath, Swaine & Moore LLP at (212)
474-1000.
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Sincerely,
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CHEMED
CORPORATION
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By:
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/s/
Arthur V. Tucker, Jr.
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Name:
Title:
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Vice
President and Controller
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