EXHIBIT 32.2

                       CERTIFICATION BY DAVID P. WILLIAMS
           PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002.

      Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the
      undersigned, as Vice President and Chief Financial Officer of Chemed
      Corporation ("Company"), does hereby certify that:

            1)    the Company's Quarterly Report of Form 10-Q for the quarter
                  ending March 31, 2005 ("Report"), fully complies with the
                  requirements of Section 13(a) or 15(d) of the Securities
                  Exchange Act of 1934; and

            2)    the information contained in the Report fairly presents, in
                  all material respects, the financial condition and results of
                  operations of the Company.

Dated: May 10, 2005               By David P. Williams
                                     --------------------------------
                                     David P. Williams
                                     (Vice President and Chief
                                     Financial Officer)

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