EXHIBIT 31.2

 CERTIFICATION PURSUANT TO RULES 13A-14(a)/15D-14(a) OF THE EXCHANGE ACT OF 1934

I, David P. Williams, certify that:

      1. I have reviewed this annual report on Form 10-K of Chemed Corporation
      ("registrant");

      2. Based on my knowledge, this report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this report;

      3. Based on my knowledge, the financial statements, and other financial
      information included in this annual report, fairly present in all material
      respects the financial condition, results of operations, and cash flows of
      the registrant as of, and for, the periods presented in this report;

      4. The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15 (e)) and internal
      control over financial reporting (as defined in Exchange Act Rule
      13a-15(f) and 15d-15(f)) for the registrant and have:

         a) Designed such disclosure controls and procedures, or caused such
         disclosure controls or procedures to be designed under our supervision,
         to ensure that material information relating to the registrant,
         including its consolidated subsidiaries, is made known to us by others
         within those entities, particularly during the period in which this
         report is being prepared;

         b) Designed such internal control over financial reporting, or caused
         such internal control over financial reporting to be designed under our
         supervision, to provide reasonable assurance regarding the reliability
         of financial reporting and the preparation of financial statements for
         external purposes in accordance with generally accepted accounting
         principles;

         c) Evaluated the effectiveness of the registrant's disclosure controls
         and procedures and presented in this report our conclusions about the
         effectiveness of the disclosure controls and procedures, as of the end
         of the period covered by this report based on such evaluation; and

         d) Disclosed in this report any change in the registrant's internal
         control over financial reporting that occurred during the registrant's
         fourth quarter in 2004 that has materially affected, or is reasonably
         likely to materially affect, the registrant's internal control over
         financial reporting.

      5. The registrant's other certifying officers and I have disclosed, based
      on our most recent evaluation of internal control over financial
      reporting, to the registrant's auditors and the audit committee of
      registrant's board of directors:

         a) all significant deficiencies and material weaknesses in the design
         or operation of internal control over financial reporting which are
         reasonably likely to adversely affect the registrant's ability to
         record, process, summarize and report financial information;

         b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal control over financial reporting.

Date: March 23, 2005                /s/ David P. Williams
                                    --------------------------------------------
                                    David P. Williams
                                    (Vice President and Chief Financial Officer)