United States securities and exchange commission logo





                             October 5, 2023

       David Williams
       Executive Vice President and Chief Financial Officer
       CHEMED CORP
       255 E. Fifth Street, Suite 2600
       Cincinnati, Ohio 45202

                                                        Re: CHEMED CORP
                                                            Form 10-K for
Fiscal Year Ended December 31, 2022
                                                            Filed February 27,
2023
                                                            File No. 001-08351

       Dear David Williams:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comment.

              Please respond to this letter within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe a
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this letter, we may have additional comments.

       Form 10-K for Fiscal Year Ended December 31, 2022

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Unaudited Consolidating Summaries and Reconciliations of Adjusted
EBITDA, page 90

   1.                                                   We note that you are
excluding licensed healthcare retention bonuses from net income to
                                                        calculate adjusted
EBITDA, adjusted net income and adjusted diluted earnings per share.
                                                        We further note you
have continued to include this adjustment for the six-months ended
                                                        June 30, 2023. Please
tell us your consideration of the guidance in Question 100.01 of the
                                                        Non-GAAP Financial
Measures Compliance & Disclosure Interpretations.
 David Williams
CHEMED CORP
October 5, 2023
Page 2

       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

       Please contact Tracey Houser at 202-551-3736 or Jeanne Baker at
202-551-3691 with
any questions.



                                                          Sincerely,
FirstName LastNameDavid Williams
                                                          Division of
Corporation Finance
Comapany NameCHEMED CORP
                                                          Office of Industrial
Applications and
October 5, 2023 Page 2                                    Services
FirstName LastName