United States securities and exchange commission logo

                            November 16, 2020

       Brian Judkins, Esq.
       Vice President, Legal
       Chemed Corporation
       255 E. Fifth Street, Suite 2600
       Cincinnati, Ohio 45202

                                                        Re: Chemed Corporation
                                                            Form 10-K for the
year ended December 31, 2019
                                                            Filed February 26,
                                                            File No. 001-08351

       Dear Mr. Judkins:

             We have reviewed your filing and have the following comment. In
our comment, we
       may ask you to provide us with information so we may better understand
your disclosure.

              Please respond to our comment 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 our
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to our comment, we may have additional comments.

       Form 10-K for the year ended December 31, 2019

       Item 13. Executive Compensation, page 27

   1.                                                   We note, from the
information incorporated by reference from your proxy statement, the
                                                        material increase in
the grant date fair value of the option awards granted to Mr.
                                                        McNamara in 2019 as
compared to 2018. Refer to Regulation S-K Item 402(b)(1)(v) and
                                                        in future filings
disclose how the company determines the amount for each element of
                                                        compensation to pay,
and to Item 402(b)(2)(ix) and in future filings disclose the factors
                                                        considered in decisions
to increase or decrease compensation materially, in each case if
 Brian Judkins, Esq.
FirstName LastNameBrian Judkins, Esq.
Chemed Corporation
Comapany 16,
November   NameChemed
               2020     Corporation
Page 2    16, 2020 Page 2
FirstName LastName
        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 Tim Buchmiller at (202) 551-3635 or Celeste Murphy at
(202) 551-3257
with any questions.


                                                          Division of
Corporation Finance
                                                          Office of Life