8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT

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

Date of Report (date of earliest event reported):
October 21, 2008


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

Delaware	1-8351	31-0791746
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02     Results of Operations and Financial Condition

              On October 21, 2008 Chemed Corporation issued a press release announcing its financial results for the quarter ended September 30, 2008.  A copy of the release is furnished herewith as Exhibit 99.          

Item 9.01     Financial Statements and Exhibits

d)        Exhibit
  (99) Registrant’s press release dated
                    October 21, 2008                                  

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:	October 22, 2008	By:	/s/  Arthur V. Tucker, Jr.
				Arthur V. Tucker, Jr.
				Vice President and Controller

EX-99

Exhibit 99

Chemed Reports Third-Quarter 2008 Results

- Increases 2008 Earnings Guidance

CINCINNATI--(BUSINESS WIRE)--October 21, 2008--Chemed Corporation (Chemed) (NYSE:CHE), which operates VITAS Healthcare Corporation (VITAS), the nation’s largest provider of end-of-life care, and Roto-Rooter, the nation’s largest commercial and residential plumbing and drain cleaning services provider, reported financial results for its third quarter ended September 30, 2008, versus the comparable prior-year period, as follows:

Consolidated operating results:

• Revenue increased 5.8% to $288 million
• Diluted EPS of $.79
• Diluted EPS, excluding stock options and certain tax items, of $.90

VITAS segment operating results:

• Net Patient Revenue of $205 million, up 8.7%
• Average Daily Census (ADC) of 12,033, up 4.4%
• Admissions of 13,317, a decline of 0.9%
• Average Length of Stay in the quarter of 74.1 days
• Adjusted EBITDA of $31.1 million, an increase of 26.1%
• Adjusted EBITDA margin of 15.2%

Roto-Rooter segment operating results:

• Revenue of $83.4 million, a decline of 0.8%
• Job count of 175,433, a decline of 11.6%
• Adjusted EBITDA of $13.7 million, a decline of 12.1%
• Adjusted EBITDA margin of 16.4%

VITAS

Net revenue for VITAS was $205 million in the third quarter of 2008, which is an increase of 8.7% over the prior-year period. This revenue growth was the result of increased ADC of 4.4% and a Medicare price increase of approximately 3.2%. The remaining difference is attributed to revenue mix and the impact of a modest Medicare Cap limitation in the prior year.

Average revenue per patient per day in the quarter was $185.13, which is 3.8% above the prior-year period. Routine home care reimbursement and high acuity care averaged $146.57 and $645.75, respectively, per patient per day in the third quarter of 2008. During the quarter, high acuity days-of-care was 7.7% of total days-of-care. Quarterly high acuity days-of-care averaged between 8.0% and 8.4% in 2007.

VITAS did not have any billing restrictions related to Medicare Cap for its third-quarter 2008 operating activity. As of September 30, 2008, VITAS has not accrued any Medicare billing restrictions for the 2008 or 2007 Cap years. Of VITAS’ 36 unique Medicare provider numbers, 30 provider numbers, or 83%, have a Cap cushion greater than 20% for the 2008 Cap year, three provider numbers are between 10% and 20%, and three provider numbers have Cap cushion of less than 10%.

Gross margin in the third quarter of 2008 was 23.6%. This is 190 basis points above the third quarter of 2007, after eliminating the modest impact of Medicare Cap in 2007. This margin increase is a result of improved management in scheduled labor. VITAS continues to focus on more efficient scheduling of direct labor. This involves utilization of field-based labor management tools designed to meet and respond to hospice team staffing requirements.

Selling, general and administrative expense was $17.1 million in the third quarter of 2008, which is an increase of 9.3% over the prior-year quarter and a 5.7% increase on a year-to-date basis. Adjusted EBITDA totaled $31.1 million, an increase of 26.1% over the prior year and equates to an adjusted EBITDA margin of 15.2%.

Roto-Rooter

Roto-Rooter’s plumbing and drain cleaning business generated sales of $83 million for the third quarter of 2008, 0.8% lower than the $84 million reported in the comparable prior-year quarter. Adjusted EBITDA in the third quarter of 2008 totaled $13.7 million, a decrease of 12.1% over the third quarter of 2007, and equated to an adjusted EBITDA margin of 16.4%.

Job count in the third quarter of 2008 declined 11.6% when compared to the prior-year period. Total residential jobs declined 12.0% and consisted of residential plumbing jobs decreasing 10.3% and residential drain cleaning jobs declining 12.9%, when compared to the third quarter of 2007. Residential jobs represent approximately 70% of total job count. Total commercial jobs declined 10.6% with commercial plumbing job count declining 9.6% and commercial drain cleaning decreasing 10.8%, over the prior-year quarter.

The third quarter of 2008 continues to indicate recessionary pressure impacting demand for certain discretionary plumbing and drain cleaning services. This is evidenced by a 13% decline in call volume in Roto-Rooter’s centralized call centers. This decline has been substantially offset by increased pricing, favorable job mix shift to excavation work and increased conversion rates of calls to paid jobs.

There continues to be substantial disparity in demand for Roto-Rooter services within the United States. The South region has experienced a 16.9% year-to-date decline in commercial jobs while the Northeast Region had a modest 1.8% decline in commercial volume. Residential demand is also following a similar pattern in the South, with job count declining 12.0% while the remaining regions have experienced a job count decline ranging between 5% and 10%.

Management is in preliminary discussions, as well as final negotiations, to acquire a number of Roto-Rooter franchise territories. This significant increase in activity is attributed to the current state of the capital markets, the potential increase in tax rates and the recessionary difficulties our franchisees are experiencing. The timing or actual completion of these acquisitions cannot be predicted, however, management intends to be highly disciplined in terms of valuation and risk to ensure these acquisitions will be accretive to shareholders.

Chemed Consolidated Debt and Cash Flows

Chemed’s long-term debt aggregated $217 million at September 30, 2008, $200 million of which carries an interest rate of 1.875% and is due in May 2014. The remaining debt consists of a bank term loan with a current interest rate of approximately 4.7%. Chemed’s total debt divided by the trailing four quarters of Adjusted EBITDA reflects a debt leverage ratio of 1.35.

Chemed has a $175 million revolving credit facility that expires in May 2012. At September 30, 2008, this credit facility had approximately $148 million of undrawn borrowing capacity after deducting for $27 million of letters of credit issued under this facility to secure the Company’s workers’ compensation insurance. The credit facility carries a varying interest rate at prime or at LIBOR plus a borrowing spread which is currently 100 basis points. Letters of credit issued against the credit facility are charged the LIBOR borrowing spread.

Year-to-date net cash provided from operations aggregated $90 million. Capital expenditures for the first nine month of 2008 aggregated $13.1 million and compares favorably to Chemed’s $20.7 million of depreciation and amortization.

Guidance for 2008

VITAS is estimated to generate full-year revenue growth, prior to Medicare Cap, of 8.0% to 8.5%. Admissions are estimated to increase 4% and full-year adjusted EBITDA margin, prior to Medicare Cap, is estimated to be 14.1% to 14.3%. This guidance assumes VITAS will receive a Medicare basket price increase of 2.6% effective October 1, 2008. Full calendar year 2008 Medicare contractual billing limitations are estimated at $1.25 million.

Roto-Rooter is estimated to generate full-year 2008 revenue totaling $340 million to $344 million. Adjusted EBITDA margin for 2008 is estimated in the range of 17.7% to 18.0%. This guidance does not include any Roto-Rooter franchise acquisitions that may be completed in the fourth quarter of 2008.

Chemed’s effective tax rate has increased to 42.9% in the third quarter and is estimated at approximately 40.1% for the full-year 2008. This unusually high tax rate is a direct result of the interplay of severe volatility in the stock market as it relates to certain deferred compensation investments and required GAAP tax accounting. This stock market volatility does not have any material impact on Chemed’s reported pretax earnings. Excluding the impact of taxes associated with this deferred compensation issue, Chemed’s effective tax rate in the third quarter and for the full-year 2008, is estimated at 39%.

Based upon these factors and a full-year average diluted share count of 23.4 million shares, management estimates 2008 earnings per diluted share from continuing operations, excluding noncash expenses for stock options, the tax rate impact from deferred compensation investments and charges or credits not indicative of ongoing operations, will be in the range of $3.35 to $3.40.

Conference Call

Chemed will host a conference call and webcast at 10 a.m., ET, on Wednesday, October 22, 2008, to discuss the company's quarterly results and provide an update on its business. The dial-in number for the conference call is (866) 831-6243 for U.S. and Canadian participants and (617) 213-8855 for international participants. The participant passcode is 89856449. A live webcast of the call can be accessed on Chemed's website at www.chemed.com by clicking on Investor Relations Home.

A taped replay of the conference call will be available beginning approximately two hours after the call's conclusion. It can be accessed by dialing (888) 286-8010 for U.S. and Canadian callers and (617) 801-6888 for international callers and will be available for one week following the live call. The replay passcode is 56673754. An archived webcast will also be available at www.chemed.com.

Chemed Corporation operates in the healthcare field through its VITAS Healthcare Corporation subsidiary. VITAS provides daily hospice services to approximately 12,000 patients with severe, life-limiting illnesses. This type of care is focused on making the terminally ill patient's final days as comfortable and pain-free as possible.

Chemed operates in the residential and commercial plumbing and drain cleaning industry under the brand name Roto-Rooter. Roto-Rooter provides plumbing and drain service through company-owned branches, independent contractors and franchisees in the United States and Canada. Roto-Rooter also has licensed master franchisees in Indonesia, Singapore, Japan, and the Philippines.

This press release contains information about Chemed’s EBITDA and adjusted EBITDA, which are not measures derived in accordance with generally accepted accounting principles and which exclude components that are important to understanding Chemed’s financial performance. Chemed provides EBITDA and adjusted EBITDA to help investors and others evaluate its operating results, compare its operating performance with that of similar companies that have different capital structures and evaluate its ability to meet its future debt service, capital expenditures and working capital requirements. Chemed’s EBITDA and adjusted EBITDA should not be considered in isolation or as a substitute for comparable measures calculated and presented in accordance with GAAP. A reconciliation of Chemed’s net income to its adjusted EBITDA is presented in the tables following the text of this press release.

Forward-Looking Statements

Certain statements contained in this press release and the accompanying tables are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The words "believe," "expect," "hope," "anticipate," "plan" and similar expressions identify forward-looking statements, which speak only as of the date the statement was made. Chemed does not undertake and specifically disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These statements are based on current expectations and assumptions and involve various risks and uncertainties, which could cause Chemed's actual results to differ from those expressed in such forward-looking statements. These risks and uncertainties arise from, among other things, possible changes in regulations governing the hospice care or plumbing and drain cleaning industries; periodic changes in reimbursement levels and procedures under Medicare and Medicaid programs; difficulties predicting patient length of stay and estimating potential Medicare reimbursement obligations; challenges inherent in Chemed's growth strategy; the current shortage of qualified nurses, other healthcare professionals and licensed plumbing and drain cleaning technicians; Chemed’s dependence on patient referral sources; and other factors detailed under the caption "Description of Business by Segment" or "Risk Factors" in Chemed’s most recent report on form 10-Q or 10-K and its other filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on such forward-looking statements and there are no assurances that the matters contained in such statements will be achieved.

CHEMED CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF INCOME
(in thousands, except per share data)(unaudited)
					Three Months Ended						Nine Months Ended
					September 30,						September 30,
					2008			2007			2008			2007
Continuing Operations
		Service revenues and sales			$	288,312		$	272,503		$	856,736		$	814,329
		Cost of services provided and goods sold (aa)				202,446			192,882			609,397			569,845
		Selling, general and administrative expenses (aa)				44,022			42,526			133,070			136,686
		Depreciation				5,441			5,220			16,249			14,897
		Amortization				1,494			1,292			4,433			3,901
		Other operating expense/(income) (aa)				-			-			-			(1,138	)
			Total costs and expenses			253,403			241,920			763,149			724,191
			Income from operations			34,909			30,583			93,587			90,138
		Interest expense				(1,570	)		(2,515	)		(4,589	)		(9,657	)
		Loss on extinguishment of debt (aa)				-			(83	)		-			(13,798	)
		Other income--net				(1,908	)		11			(2,211	)		3,068
			Income before income taxes			31,431			27,996			86,787			69,751
		Income taxes (aa)				(13,483	)		(11,080	)		(34,769	)		(27,181	)
			Income from continuing operations			17,948			16,916			52,018			42,570
Discontinued Operations (bb)						-			1,201			-			1,201
Net Income					$	17,948		$	18,117		$	52,018		$	43,771
Earnings Per Share
		Income from continuing operations			$	0.80		$	0.71		$	2.23		$	1.72
		Net income			$	0.80		$	0.76		$	2.23		$	1.77
		Average number of shares outstanding				22,503			23,933			23,285			24,711
Diluted Earnings Per Share
		Income from continuing operations			$	0.79		$	0.69		$	2.20		$	1.69
		Net income			$	0.79		$	0.74		$	2.20		$	1.73
		Average number of shares outstanding				22,818			24,466			23,620			25,249
(aa)	Amounts include the following significant credits/(charges) which may not be indicative of ongoing operations (in thousands):
					Three Months Ended September 30,						Nine Months Ended September 30,
					2008			2007			2008			2007
		Cost of services provided and goods sold:
			Unreserved prior-year's insurance claim		$	-		$	-		$	(597	)	$	-
		Selling, general and administrative expenses:
			Stock option expense			(2,102	)		(1,592	)		(5,084	)		(3,074	)
			Costs associated with OIG investigation			(2	)		(48	)		(44	)		(188	)
			Long-term incentive compensation			-			-			-			(7,067	)
			Other			-			-			-			467
		Other operating expense/(income):
			Gain on sale of property			-			-			-			1,138
		Loss on extinguishment of debt				-			(83	)		-			(13,798	)
				Pretax impact on earnings		(2,104	)		(1,723	)		(5,725	)		(22,522	)
		Income tax benefit/(charge) on the above				769			630			2,112			8,268
		Income tax impact of non-deductible market losses on investments of deferred compensation trusts
						(1,237	)		(123	)		(1,237	)		(123	)
		Income tax credit related to prior years				-			-			322			-
				After-tax impact on earnings	$	(2,572	)	$	(1,216	)	$	(4,528	)	$	(14,377	)
(bb)	Discontinued operations represents accrual adjustments related to VITAS' Phoenix operations, discontinued in 2006.

CHEMED CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET
(in thousands, except per share data)(unaudited)
						September 30,
						2008			2007 (cc)
Assets
		Current assets
			Cash and cash equivalents			$	6,804		$	16,730
			Accounts receivable less allowances				88,206			79,915
			Inventories				7,494			6,824
			Current deferred income taxes				15,500			20,344
			Prepaid expenses and other current assets				7,702			6,983
				Total current assets			125,706			130,796
		Investments of deferred compensation plans held in trust					28,897			28,824
		Notes receivable					-			14,701
		Properties and equipment, at cost less accumulated depreciation					70,970			73,285
		Identifiable intangible assets less accumulated amortization					62,152			66,186
		Goodwill					439,909			436,262
		Other assets					16,042			16,382
					Total Assets	$	743,676		$	766,436
Liabilities
		Current liabilities
			Accounts payable			$	46,187		$	44,586
			Current portion of long-term debt				10,166			10,161
			Income taxes				2,736			9,854
			Accrued insurance				34,567			37,725
			Accrued compensation				38,385			37,147
			Other current liabilities				13,412			20,972
				Total current liabilities			145,453			160,445
		Deferred income taxes					4,849			3,370
		Long-term debt					207,070			224,735
		Deferred compensation liabilities					29,133			28,407
		Other liabilities					6,123			5,818
					Total Liabilities		392,628			422,775
Stockholders' Equity
		Capital stock					29,446			29,206
		Paid-in capital					277,602			264,374
		Retained earnings					326,002			259,578
		Treasury stock, at cost					(284,436	)		(211,959	)
		Deferred compensation payable in Company stock					2,434			2,462
					Total Stockholders' Equity		351,048			343,661
					Total Liabilities and Stockholders' Equity	$	743,676		$	766,436
Book Value Per Share						$	15.69		$	14.36
(cc)	Reclassified to conform to 2007 presentation.

CHEMED CORPORATION AND SUBSIDIARY COMPANIES
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
					Nine Months Ended
					September 30,
					2008			2007 (cc)
Cash Flows from Operating Activities
	Net income				$	52,018		$	43,771
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization				20,682			18,798
		Provision for uncollectible accounts receivable				7,101			6,025
		Stock option expense				5,084			3,074
		Provision for deferred income taxes				(2,257	)		(1,388	)
		Amortization of debt issuance costs				760			970
		Discontinued operations				-			(1,201	)
		Write off unamortized debt issuance costs				-			7,235
		Noncash long-term incentive compensation				-			6,154
		Changes in operating assets and liabilities, excluding amounts acquired in business combinations:
				Decrease in accounts receivable		5,846			4,796
				Increase in inventories		(851	)		(246	)
				Decrease in prepaid expenses and other current assets
						2,804			2,964
				Decrease in accounts payable and other current liabilities		(875	)		(9,873	)
				Increase/(decrease) in income taxes		(329	)		11,825
				Increase in other assets		(547	)		(3,109	)
				Increase in other liabilities		674			3,908
		Excess tax benefit on share-based compensation				(1,234	)		(2,506	)
		Other sources/(uses)				654			(1,054	)
			Net cash provided by operating activities			89,530			90,143
Cash Flows from Investing Activities
	Capital expenditures					(13,103	)		(20,145	)
	Net uses from disposals of discontinued operations					8,980			(6,121	)
	Business combinations, net of cash acquired					(1,578	)		(1,079	)
	Proceeds from sales of property and equipment					200			3,072
	Other uses					(421	)		(1,415	)
		Net cash used by investing activities				(5,922	)		(25,688	)
Cash Flows from Financing Activities
	Purchases of treasury stock					(69,136	)		(130,873	)
	Repayment of long-term debt					(7,595	)		(215,644	)
	Dividends paid					(4,352	)		(4,441	)
	Increase in cash overdraft payable					(1,913	)		2,554
	Excess tax benefit on share-based compensation					1,234			2,506
	Issuance of capital stock					290			2,429
	Proceeds from issuance of long-term debt					-			300,000
	Purchases of note hedges					-			(55,093	)
	Proceeds from issuance of warrants					-			27,614
	Debt issuance costs					-			(6,887	)
	Other sources					(320	)		836
		Net cash used by financing activities				(81,792	)		(76,999	)
Increase/(Decrease) in Cash and Cash Equivalents						1,816			(12,544	)
Cash and cash equivalents at beginning of year						4,988			29,274
Cash and cash equivalents at end of period					$	6,804		$	16,730
(cc) Reclassified to conform to 2008 presentation.

CHEMED CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
(in thousands)(unaudited)
												Chemed
			VITAS			Roto-Rooter			Corporate			Consolidated
2008
Service revenues and sales		$		204,956		$	83,356		$	-		$	288,312
Cost of services provided and goods sold				156,685			45,761			-			202,446
Selling, general and administrative expenses (a)				17,100			23,576			3,346			44,022
Depreciation				3,256			2,102			83			5,441
Amortization				996			11			487			1,494
	Total costs and expenses			178,037			71,450			3,916			253,403
	Income/(loss) from operations			26,919			11,906			(3,916	)		34,909
Interest expense				(35	)		(56	)		(1,479	)		(1,570	)
Intercompany interest income/(expense)				1,435			1,026			(2,461	)		-
Other income—net				(59	)		45			(1,894	)		(1,908	)
	Income/(loss) before income taxes			28,260			12,921			(9,750	)		31,431
Income taxes (a)				(10,699	)		(4,964	)		2,180			(13,483	)
	Net income/(loss)	$		17,561		$	7,957		$	(7,570	)	$	17,948
2007 (f)
Service revenues and sales		$		188,474		$	84,029		$	-		$	272,503
Cost of services provided and goods sold				148,225			44,657			-			192,882
Selling, general and administrative expenses (b)				15,651			23,272			3,603			42,526
Depreciation				3,063			2,080			77			5,220
Amortization				996			13			283			1,292
	Total costs and expenses			167,935			70,022			3,963			241,920
	Income/(loss) from operations			20,539			14,007			(3,963	)		30,583
Interest expense				(36	)		(317	)		(2,162	)		(2,515	)
Intercompany interest income/(expense)				1,909			1,337			(3,246	)		-
Loss on extinguishment of debt (b)				-			-			(83	)		(83	)
Other income—net				(3	)		226			(212	)		11
	Income/(loss) before income taxes			22,409			15,253			(9,666	)		27,996
Income taxes (b)				(8,488	)		(6,017	)		3,425			(11,080	)
	Income/(loss) from continuing operations			13,921			9,236			(6,241	)		16,916
Discontinued operations, net of income taxes				1,201			-			-			1,201
	Net income/(loss)	$		15,122		$	9,236		$	(6,241	)	$	18,117
The "Footnotes to Financial Statements" are integral parts of this financial information.
CHEMED CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
(in thousands)(unaudited)
												Chemed
			VITAS			Roto-Rooter			Corporate			Consolidated
2008
Service revenues and sales		$		602,589		$	254,147		$	-		$	856,736
Cost of services provided and goods sold				471,018			138,379			-			609,397
Selling, general and administrative expenses (a)				50,520			70,710			11,840			133,070
Depreciation				9,769			6,249			231			16,249
Amortization				2,988			36			1,409			4,433
	Total costs and expenses			534,295			215,374			13,480			763,149
	Income/(loss) from operations			68,294			38,773			(13,480	)		93,587
Interest expense				(118	)		(216	)		(4,255	)		(4,589	)
Intercompany interest income/(expense)				3,862			2,832			(6,694	)		-
Other income—net				(48	)		58			(2,221	)		(2,211	)
	Income/(loss) before income taxes			71,990			41,447			(26,650	)		86,787
Income taxes (a)				(26,810	)		(16,002	)		8,043			(34,769	)
	Net income/(loss)	$		45,180		$	25,445		$	(18,607	)	$	52,018
2007 (f)
Service revenues and sales		$		558,224		$	256,105		$	-		$	814,329
Cost of services provided and goods sold				434,959			134,886			-			569,845
Selling, general and administrative expenses (b)				47,815			70,195			18,676			136,686
Depreciation				8,377			6,290			230			14,897
Amortization				2,988			41			872			3,901
Other operating expense/(income) (b)				-			-			(1,138	)		(1,138	)
	Total costs and expenses			494,139			211,412			18,640			724,191
	Income/(loss) from operations			64,085			44,693			(18,640	)		90,138
Interest expense				(103	)		(496	)		(9,058	)		(9,657	)
Intercompany interest income/(expense)				5,352			3,676			(9,028	)		-
Loss on extinguishment of debt (b)				-			-			(13,798	)		(13,798	)
Other income—net				(34	)		344			2,758			3,068
	Income/(loss) before income taxes			69,300			48,217			(47,766	)		69,751
Income taxes (b)				(26,238	)		(18,984	)		18,041			(27,181	)
	Income/(loss) from continuing operations			43,062			29,233			(29,725	)		42,570
Discontinued operations, net of income taxes				1,201			-			-			1,201
	Net income/(loss)	$		44,263		$	29,233		$	(29,725	)	$	43,771
The "Footnotes to Financial Statements" are integral parts of this financial information.

CHEMED CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING SUMMARY OF EBITDA
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
(in thousands)(unaudited)
												Chemed
			VITAS			Roto-Rooter			Corporate			Consolidated
2008
Net income/(loss)			$	17,561		$	7,957		$	(7,570	)	$	17,948
Add/(deduct):
	Interest expense			35			56			1,479			1,570
	Income taxes			10,699			4,964			(2,180	)		13,483
	Depreciation			3,256			2,102			83			5,441
	Amortization			996			11			487			1,494
		EBITDA		32,547			15,090			(7,701	)		39,936
Add/(deduct):
	Legal expenses of OIG investigation			2			-			-			2
	Stock option expense			-			-			2,102			2,102
	Advertising cost adjustment (c)			-			(351	)		-			(351	)
	Interest income			(58	)		(51	)		(50	)		(159	)
	Intercompany interest income/(expense)			(1,435	)		(1,026	)		2,461			-
		Adjusted EBITDA	$	31,056		$	13,662		$	(3,188	)	$	41,530
2007 (f)
Net income/(loss)			$	15,122		$	9,236		$	(6,241	)	$	18,117
Add/(deduct):
	Discontinued operations, net of income taxes			(1,201	)		-			-			(1,201	)
	Interest expense			36			317			2,162			2,515
	Income taxes			8,488			6,017			(3,425	)		11,080
	Depreciation			3,063			2,080			77			5,220
	Amortization			996			13			283			1,292
		EBITDA		26,504			17,663			(7,144	)		37,023
Add/(deduct):
	Legal expenses of OIG Investigation			48			-			-			48
	Stock option expense			-			-			1,592			1,592
	Loss on extinguishment of debt			-			-			83			83
	Advertising cost adjustment (c)			-			(535	)		-			(535	)
	Interest income			(11	)		(247	)		(639	)		(897	)
	Intercompany interest income/(expense)			(1,909	)		(1,337	)		3,246			-
		Adjusted EBITDA	$	24,632		$	15,544		$	(2,862	)	$	37,314
The "Footnotes to Financial Statements" are integral parts of this financial information.
CHEMED CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING SUMMARY OF EBITDA
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
(in thousands)(unaudited)
												Chemed
			VITAS			Roto-Rooter			Corporate			Consolidated
2008
Net income/(loss)			$	45,180		$	25,445		$	(18,607	)	$	52,018
Add/(deduct):
	Interest expense			118			216			4,255			4,589
	Income taxes			26,810			16,002			(8,043	)		34,769
	Depreciation			9,769			6,249			231			16,249
	Amortization			2,988			36			1,409			4,433
		EBITDA		84,865			47,948			(20,755	)		112,058
Add/(deduct):
	Unreserved insurance claim			-			597			-			597
	Legal expenses of OIG investigation			44			-			-			44
	Stock option expense			-			-			5,084			5,084
	Advertising cost adjustment (c)			-			(1,176	)		-			(1,176	)
	Interest income			(109	)		(91	)		(402	)		(602	)
	Intercompany interest income/(expense)			(3,862	)		(2,832	)		6,694			-
		Adjusted EBITDA	$	80,938		$	44,446		$	(9,379	)	$	116,005
2007 (f)
Net income/(loss)			$	44,263		$	29,233		$	(29,725	)	$	43,771
Add/(deduct):
	Discontinued operations, net of income taxes			(1,201	)		-			-			(1,201	)
	Interest expense			103			496			9,058			9,657
	Income taxes			26,238			18,984			(18,041	)		27,181
	Depreciation			8,377			6,290			230			14,897
	Amortization			2,988			41			872			3,901
		EBITDA		80,768			55,044			(37,606	)		98,206
Add/(deduct):
	Long-term incentive compensation			-			-			7,067			7,067
	Gain on sale of property			-			-			(1,138	)		(1,138	)
	Legal expenses of OIG investigation			188			-			-			188
	Stock option expense			-			-			3,074			3,074
	Loss on extinguishment of debt			-			-			13,798			13,798
	Advertising cost adjustment (c)			-			(931	)		-			(931	)
	Interest income			(90	)		(358	)		(2,160	)		(2,608	)
	Intercompany interest income/(expense)			(5,352	)		(3,676	)		9,028			-
	Other			-			-			(467	)		(467	)
		Adjusted EBITDA	$	75,514		$	50,079		$	(8,404	)	$	117,189
The "Footnotes to Financial Statements" are integral parts of this financial information.

CHEMED CORPORATION AND SUBSIDIARY COMPANIES
RECONCILIATION OF ADJUSTED NET INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
(in thousands, except per share data)(unaudited)
		Three Months Ended					Nine Months Ended
		September 30,					September 30,
		2008		2007			2008			2007
Net income as reported		$	17,948	$	18,117		$	52,018		$	43,771
Add/(deduct):
	Discontinued operations		-		(1,201	)		-			(1,201	)
	After-tax cost of long-term incentive compensation		-		-			-			4,427
	After-tax cost of legal expenses of OIG investigation		1		30			27			117
	After-tax stock option expense		1,334		1,011			3,228			1,952
	After-tax gain on sale of property		-		-			-			(724	)
	After-tax other		-		-			-			(296	)
	After-tax loss on extinguishment of debt		-		52			-			8,778
	Income tax impact of non-deductible market losses on investments of deferred compensation trusts
			1,237		123			1,237			123
	Income tax credit related to prior years		-		-			(322	)		-
	After-tax unreserved insurance cost		-		-			358			-
Adjusted net income		$	20,520	$	18,132		$	56,546		$	56,947
Earnings Per Share As Reported
	Net income	$	0.80	$	0.76		$	2.23		$	1.77
	Average number of shares outstanding		22,503		23,933			23,285			24,711
Diluted Earnings Per Share As Reported
	Net income	$	0.79	$	0.74		$	2.20		$	1.73
	Average number of shares outstanding		22,818		24,466			23,620			25,249
Adjusted Earnings Per Share
	Net income	$	0.91	$	0.76		$	2.43		$	2.30
	Average number of shares outstanding		22,503		23,933			23,285			24,711
Adjusted Diluted Earnings Per Share
	Net income	$	0.90	$	0.74		$	2.39		$	2.26
	Average number of shares outstanding		22,818		24,466			23,620			25,249
The "Footnotes to Financial Statements" are integral parts of this financial information.

CHEMED CORPORATION AND SUBSIDIARY COMPANIES
OPERATING STATISTICS FOR VITAS SEGMENT
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
(unaudited)
			Three Months Ended September 30,							Nine Months Ended September 30,
OPERATING STATISTICS			2008			2007				2008			2007
Net revenue ($000) (d)
	Homecare		$	149,732		$	137,406			$	436,075		$	403,748
	Inpatient			24,155			22,861				74,497			69,068
	Continuous care			31,069			28,921				92,017			85,650
		Total before Medicare cap allowance		204,956			189,188				602,589			558,466
	Medicare cap allowance			-			(714	)			-			(242	)
		Total	$	204,956		$	188,474			$	602,589		$	558,224
Net revenue as a percent of total before Medicare cap allowance
	Homecare			73.0	%		72.6		%		72.4	%		72.3		%
	Inpatient			11.8			12.1				12.3			12.4
	Continuous care			15.2			15.3				15.3			15.3
		Total before Medicare cap allowance		100.0			100.0				100.0			100.0
	Medicare cap allowance			-			(0.4	)			-			-
		Total		100.0	%		99.6		%		100.0	%		100.0		%
Average daily census ("ADC") (days)
	Homecare			7,534			7,039				7,346			6,914
	Nursing home			3,570			3,567				3,562			3,572
		Routine homecare		11,104			10,606				10,908			10,486
	Inpatient			410			412				429			417
	Continuous care			519			511				521			512
		Total		12,033			11,529				11,858			11,415
Total Admissions				13,317			13,436				42,485			41,204
Total Discharges				13,279			13,403				41,992			40,823
Average length of stay (days)				74.1			76.7				72.9			76.7
Median length of stay (days)				15.0			14.0				14.0			13.0
ADC by major diagnosis
	Neurological			32.5	%		32.8		%		32.5	%		33.1		%
	Cancer			19.9			20.3				19.9			19.9
	Cardio			12.8			14.2				12.9			14.5
	Respiratory			6.5			6.8				6.7			6.9
	Other			28.3			25.9				28.0			25.6
		Total		100.0	%		100.0		%		100.0	%		100.0		%
Admissions by major diagnosis
	Neurological			18.2	%		18.2		%		18.4	%		18.5		%
	Cancer			37.6			37.5				35.6			35.9
	Cardio			11.3			12.1				11.8			12.8
	Respiratory			7.0			7.1				7.8			7.6
	Other			25.9			25.1				26.4			25.2
		Total		100.0	%		100.0		%		100.0	%		100.0		%
Direct patient care margins (e)
	Routine homecare			52.4	%		51.0		%		51.2	%		50.9		%
	Inpatient			16.6			15.9				17.9			18.3
	Continuous care			18.0			16.9				17.4			18.2
Homecare margin drivers (dollars per patient day)
	Labor costs		$	48.59		$	48.86			$	50.16		$	48.98
	Drug costs			7.85			7.88				7.70			7.95
	Home medical equipment			6.28			5.65				6.22			5.73
	Medical supplies			2.17			2.22				2.35			2.16
Inpatient margin drivers (dollars per patient day)
	Labor costs		$	262.98		$	274.64			$	263.71		$	263.11
Continuous care margin drivers (dollars per patient day)
	Labor costs		$	512.04		$	490.94			$	511.81		$	479.83
Bad debt expense as a percent of revenues				1.0	%		0.9		%		1.0	%		0.9		%
Accounts receivable -- days of revenue outstanding
				46.9			39.6				N.A.			N.A.
The "Footnotes to Financial Statements" are integral parts of this financial information.

CHEMED CORPORATION AND SUBSIDIARY COMPANIES
FOOTNOTES TO FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
(unaudited)
(a)	Included in the results of operations for the three and nine months ended September 30, 2008, are the following significant credits/(charges) which may not be indicative of ongoing operations (in thousands):
				Three Months Ended September 30, 2008
				VITAS			Corporate			Consolidated
	Selling, general and administrative expenses
		Stock option expense		$	-		$	(2,102	)	$	(2,102	)
		Legal expenses of OIG investigation			(2	)		-			(2	)
			Pretax impact on earnings		(2	)		(2,102	)		(2,104	)
	Income tax benefit/(charge) on the above				1			768			769
	Income tax impact of non-deductible market losses on investments of deferred compensation trusts
					-			(1,237	)		(1,237	)
			After-tax impact on earnings	$	(1	)	$	(2,571	)	$	(2,572	)
				Nine Months Ended September 30, 2008
				VITAS			Roto-Rooter			Corporate			Consolidated
	Cost of services provided and goods sold
		Unreserved prior-year's insurance claim		$	-		$	(597	)	$	-		$	(597	)
	Selling, general and administrative expenses
		Stock option expense			-			-			(5,084	)		(5,084	)
		Legal expenses of OIG investigation			(44	)		-			-			(44	)
			Pretax impact on earnings		(44	)		(597	)		(5,084	)		(5,725	)
	Income tax benefit/(charge) on the above				17			239			1,856			2,112
	Income tax impact of non-deductible market losses on investments of deferred compensation trusts
					-			-			(1,237	)		(1,237	)
	Income tax credit related to prior years				322			-			-			322
			After-tax impact on earnings	$	295		$	(358	)	$	(4,465	)	$	(4,528	)
(b)	Included in the results of operations for the three and nine months ended September 30, 2007, are the following significant credits/(charges) which may not be indicative of ongoing operations (in thousands):
				Three Months Ended September 30, 2007
				VITAS			Corporate			Consolidated
	Selling, general and administrative expenses
		Legal expenses of OIG investigation		$	(48	)	$	-		$	(48	)
		Stock option expense			-			(1,592	)		(1,592	)
	Loss on extinguishment of debt				-			(83	)		(83	)
			Pretax impact on earnings		(48	)		(1,675	)		(1,723	)
	Income tax benefit/(charge) on the above				18			612			630
	Income tax impact of non-deductible market losses on investments of deferred compensation trusts
					-			(123	)		(123	)
			After-tax impact on earnings	$	(30	)	$	(1,186	)	$	(1,216	)
				Nine Months Ended September 30, 2007
				VITAS			Corporate			Consolidated
	Selling, general and administrative expenses
		Long-term incentive compensation		$	-		$	(7,067	)	$	(7,067	)
		Legal expenses of OIG investigation			(188	)		-			(188	)
		Stock option expense			-			(3,074	)		(3,074	)
		Other			-			467			467
	Other operating expenses/(income)
		Gain on sale of property			-			1,138			1,138
	Loss on extinguishment of debt				-			(13,798	)		(13,798	)
			Pretax impact on earnings		(188	)		(22,334	)		(22,522	)
	Income tax benefit/(charge) on the above				71			8,197			8,268
	Income tax impact of non-deductible market losses on investments of deferred compensation trusts
					-			(123	)		(123	)
			After-tax impact on earnings	$	(117	)	$	(14,260	)	$	(14,377	)
(c)	Under Generally Accepted Accounting Principles ("GAAP"), the Roto-Rooter segment expenses all advertising, including the cost of telephone directories, immediately upon the initial release of the advertising. Telephone directories are generally in circulation 12 months. If a directory is in circulation for a time period greater or less than 12 months, the publisher adjusts the directory billing for the change in billing period. The timing of when a telephone directory is published can and does fluctuate significantly on a quarterly basis. This "direct expensing" results in significant fluctuations in quarterly advertising expense. In the third quarters of 2008 and 2007, GAAP advertising expense for Roto-Rooter totaled $5,498,000 and $5,008,000, respectively. If the expense of the telephone directories were spread over the periods they are in circulation, advertising expense for the third quarters of 2008 and 2007 would total $5,849,000 and $5,543,000, respectively. For the nine months ended September 30, 2008 and 2007, GAAP advertising expense for Roto-Rooter totaled $16,656,000 and $15,650,000, respectively. If the expense of the telephone directories were spread over the periods they are in circulation, advertising expense for the nine months ended September 30, 2008 and 2007, would total $17,832,000 and $16,581,000, respectively.
(d)	VITAS has 6 large (greater than 450 ADC), 17 medium (greater than 200 but less than 450 ADC) and 23 small (less than 200 ADC) hospice programs. There are three programs as of September 30, 2008, with Medicare cap cushion of less than 10% for the 2008 measurement period.
(e)	Amounts exclude indirect patient care and administrative costs, as well as Medicare Cap billing limitation.
(f)	Reclassified to conform to 2008 presentation.

CONTACT:
Chemed Corporation
David P. Williams, 513-762-6901