UNITED STATES
                             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: November 30, 2001
                        (date of earliest event reported)

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

                               Delaware 31-0791746
       (State or other jurisdiction of (IRS Employer Identification No.)
                         incorporation or organization)

          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


                  On November 30, 2001, Chemed Corporation ("Company")
announced that its Board of Directors approved a restructuring
plan that will result in an aftertax charge in the fourth quarter
of approximately $15 to $18 million.  Elements of the
restructuring plan include reducing corporate headquarters and
other personnel; exiting underperforming heating, ventilating,
and air-conditioning (HVAC) businesses and non-Roto-Rooter-
branded plumbing operations; restructuring the Company's long-
term debt arrangements and writing down nonperforming assets and


            (C)  Exhibit,
                 99.1  Press release dated November 30, 2001.


         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:   December 3, 2001                     BY:  Arthur V. Tucker, Jr.
- -------------------------                     -----------------------------
                                              Arthur V. Tucker, Jr.
                                              Vice President and Controller

                                   Page 2 of 2

Chemed, pg. 1

CONTACT:  Timothy S. O'Toole                                           FOR IMMEDIATE RELEASE
Chemed Corporation

                                       Chemed Announces Restructuring Plans;
                            to Take $15 Million to $18 Million Charge in Fourth Quarter

                  CINCINNATI, November 30, 2001--Chemed Corporation (NYSE:CHE)
(OTCBB:CHEQP) today announced that its Board of Directors has approved a
restructuring plan that will result in an aftertax charge in the fourth quarter of
approximately $15 million to $18 million.  Significantly, a majority of the charges are
noncash charges, and substantial savings are expected as a result of the
restructuring initiatives.
                  Among the major elements of the restructuring plan are the following:
                  .        Chemed will reduce corporate headquarters personnel, as well
                           as reduce its Board of Directors by two inside directors.
                  .        Chemed's flagship Roto-Rooter subsidiary will exit various
                           underperforming heating, ventilating, and air-conditioning (HVAC)
                           businesses and non-Roto-Rooter-branded plumbing operations.
                           Divestment of these operations will enable management to focus
                           on the core Roto-Rooter plumbing and drain-cleaning businesses,
                           which it expects to expand through franchise acquisitions.

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                                                                                                      Chemed, pg. 2

                  .        Chemed's Service America major-appliance and HVAC service
                           subsidiary and Patient Care home-healthcare subsidiary will
                           reduce personnel and write down certain nonperforming assets
                           and intangibles.
                  .        Chemed's long-term debt will be restructured in order to take
                           advantage of current attractive interest rates.
Chemed will provide more details about these restructuring initiatives with its 2001
year-end results to be reported in February 2002.
                  Chemed Corporation (, headquartered in Cincinnati,
is a New York Stock Exchange-listed corporation with strategic positions in plumbing
and drain cleaning; residential appliance and air-conditioning repair; and home
healthcare services.
                  Statements in this press release or in other Chemed communications
may relate to future events or Chemed's future performance.  Such statements are
forward-looking statements and are based on present information Chemed has
related to its existing business circumstances.  Investors are cautioned that such
forward-looking statements are subject to inherent risk that actual results may differ
materially from such forward-looking statements.  Further, investors are cautioned
that Chemed does not assume any obligation to update forward-looking statements
based on unanticipated events or changed expectations.

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