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/A (Amendment No. 1) 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. [intentionally omitted];

      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: April 28, 2005                           /s/ David P. Williams
                                               ------------------------
                                               David P. Williams
                                               (Vice President and
                                               Chief Financial Officer)