EXHIBIT 32.2

                       CERTIFICATION BY DAVID P. WILLIAMS
           PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002.


Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as
Vice President and Chief Financial Officer of Chemed Corporation ("Company"),
does hereby certify that:

         1)       the Company's Quarterly Report of Form 10-Q for the quarter
                  ending June 30, 2004 ("Report"), fully complies with the
                  requirements of Section 13(a) or 15(d) of the Securities
                  Exchange Act of 1934; and

         2)       the information contained in the Report fairly presents, in
                  all material respects, the financial condition and results of
                  operations of the Company.



Dated:   November 9, 2004                   By       David P. Williams
         ---------------------------                 -------------------------
                                                     David P. Williams
                                                     (Vice President and Chief
                                                     Financial Officer)








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