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                             FORM 8-K
                          CURRENT REPORT


                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549


              Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported):
                        September 17, 1996



                        CHEMED CORPORATION
      (Exact name of registrant as specified in its charter)


       Delaware                  1-8351            31-0791746
(State of Incorporation   (Commission File No.)  (I.R.S. Employer
     or organization)                             Identification
                                                     Number)


2600 Chemed Center, 255 East 5th Street, Cincinnati, Ohio 45202
      (address of principal executive offices)       (Zip Code)


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







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                     Item 5.  Other Events
                     _____________________
                                
       Chemed Corporation ("Company") announced on September
17, 1996, that it completed a merger between a subsidiary and
Roto-Rooter, Inc., concluding the Company's acquisition of the
outstanding stock of Roto-Rooter, Inc. not held by the Company. 
All of such shares not previously purchased in the Company's
tender offer were converted in the merger into the right to
receive a cash price of $41.00 per share.
                                
           Item 7.  Financial Statements and Exhibits
           __________________________________________
                                
                             Exhibits.
                                
        (99)  Press release dated September 17, 1996    E-1
                                
                                
                                         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:  September 17, 1996     By:  Arthur V. Tucker, Jr.
                                       Arthur V. Tucker, Jr.
                                       Vice President & 
                                       Controller                       
 
                                                             
                                
                                
                                
                                
                                
                                
                                
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CONTACT:  TIMOTHY S. O'TOOLE FOR IMMEDIATE RELEASE     EXHIBIT 99
(513) 762-6702



           CHEMED COMPLETES ACQUISITION OF ROTO-ROOTER



    CINCINNATI, September 17, 1996--Chemed Corporation
(NYSE:CHE) announced today the completion of a merger between a
newly formed Chemed subsidiary and Roto-Rooter Inc., thus
concluding Chemed's acquisition of the outstanding stock of
Roto-Rooter not held by Chemed.  All shares of common stock of
Roto-Rooter not previously purchased in Chemed's tender offer
were converted in the merger into the right to receive the same $41.00
per share cash price paid in the tender offer by Chemed.  Prior
to the merger, Chemed owned approximately 97% of Roto-Rooter.

    Chemed Corporation, headquartered in Cincinnati, is a
diversified public corporation with strategic positions in
medical and dental supply manufacturing for the alternate-care
and hospital markets, home healthcare services, and hospice care;
plumbing, drain cleaning, and appliance and air-conditioning
repair and maintenance through the sale of service contracts; and
sanitary maintenance products and services.

    Roto-Rooter Inc., headquartered in Cincinnati, is the
largest provider of sewer and drain cleaning services in the
United States.
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