UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             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 (date of earliest event reported):
                                February 24, 2005




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




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












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Item 2.03 Creation of a Direct  Financial  Obligation or an Obligation  under an
Off-Balance Sheet Arrangement of a Registrant. The Registrant announced February
24, 2005 that on February  24,  2005 it amended  its bank credit  facility  with
JPMorgan Chase Bank. The Amended and Restated Credit Agreement ("RCA") provides
for an  increase  in the term loan  ("TL")  from $35 million to $85 million at a
current rate of LIBOR plus 2.0% and an increase of its revolving credit facility
("RCF")  from $100 million to $175 million at a current rate of LIBOR plus 2.5%.
The TL has 21 quarterly  principal  payments of $212,500,  beginning on June 30,
2005,  with the balance due August 24, 2010.  The RCF has a termination  date of
February 24, 2010. Loans under ARCA are secured by the assets of the Company and
substantially all of its subsidiaries. In addition, the Company must comply with
customary financial and other covenants as stipulated in ARCA. Among these is an
annual limitation on capital expenditures ($30 million), an annual limitation on
acquisitions ($80 million in the aggregate and $50 million  individually) and an
annual  limitation on payments under operating leases ($30 million).  In certain
circumstance the Company could be required to make addition  principal  payments
on the TL. The Registrant's press release,  dated February 24, 2005, is attached
as an exhibit to this report.
Item 9.01     Financial Statements and Exhibits.

              c)       Exhibits
                            (99.1) Registrant's press release dated
                                   February 24, 2005.


                                                              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:   March 1, 2005                   By:   /s/ Arthur V. Tucker, Jr.
                                                   Arthur V. Tucker, Jr.
                                                   Vice President and Controller



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