SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1994

[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (No Fee Required)

For the Transition period from _______________ to ______________

Commission File Number: 0-13821

ROTO-ROOTER, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 31-1078130
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

2500 Chemed Center, 255 East Fifth Street, Cincinnati, Ohio 45202-4726
(Address of principal executive offices) (Zip Code)

(513) 762-6690
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $1 Per Share

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
--- ---

Indicate by check mark if disclosure of delinquent filers to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. ____

The aggregate market value of the voting stock held by non-affiliates of
the registrant, based upon the closing price of said stock on the NASDAQ
National Market on March 20, 1995 ($26.50 per share), was $131,255,420.

At March 20, 1995, 5,086,328 shares of Roto-Rooter, Inc. Common Stock
(par value $1 per share) were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

DOCUMENT WHERE INCORPORATED
-------- ------------------

1994 Annual Report to Stockholders (Specified Portions) Parts I, II and IV
Proxy Statement for Annual Meeting Part III
to be held May 15, 1995.

ROTO-ROOTER, INC.

1994 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

PAGE

PART I

Item 1. Business............................................. 1
Item 2. Properties........................................... 3
Item 3. Legal Proceedings.................................... 4
Item 4. Submission of Matters to a Vote of Security Holders.. 4
-- Executive Officers of the Registrant................. 5

PART II

Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters................................. 6
Item 6. Selected Financial Data.............................. 6
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations................. 6
Item 8. Financial Statements and Supplementary Data.......... 6
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure................. 6

PART III

Item 10. Directors and Executive Officers of the Registrant... 7
Item 11. Executive Compensation............................... 7
Item 12. Security Ownership of Certain Beneficial Owners
and Management...................................... 7
Item 13. Certain Relationships and Related Transactions....... 7

PART IV

Item 14. Exhibits, Financial Statement Schedule and
Reports on Form 8-K................................. 7

3
PART I

ITEM 1. BUSINESS.

GENERAL

Roto-Rooter, Inc. was incorporated in Delaware in 1983 as a wholly owned
subsidiary of Chemed Corporation, a Delaware corporation, and on August 31,
1984 succeeded to the business of Chemed's Roto-Rooter Group, the substantial
portion of which business Chemed acquired in 1980. As used herein, "Company"
and "Roto-Rooter" refers to Roto-Rooter, Inc. and its subsidiaries and "Chemed"
refers to Chemed Corporation and its subsidiaries.

In September 1984, the Company sold in a private placement 719,991 shares
of its common stock, par value $1 per share (the "Common Stock"), and in June
1985, Chemed sold in a public offering 1,100,000 shares of Common Stock.
Chemed owns 2,990,333 shares of Common Stock or approximately 59 percent of the
outstanding shares of Common Stock.

Roto-Rooter conducts its business in one business segment. All significant
revenues relate to providing repair and maintenance services to residential,
commercial, industrial and municipal customers through both company-owned and
franchised operations.

DESCRIPTION OF BUSINESS

Roto-Rooter is the nation's largest provider of sewer and drain cleaning
services. The Company provides sewer and drain cleaning and plumbing repair
and maintenance services through company-owned operations and franchised
operations located in all 50 states, Canada and Japan. The Company also
manufactures and purchases for resale sewer and drain cleaning equipment,
cable, and other products and accessories for its company-owned operations and
for sale to its independent franchisees. Roto-Rooter is one of the oldest
franchising businesses in the United States, having established its first
franchise in 1936. In August 1991, the Company and Chemed, respectively,
purchased 70% and 30% of Convenient Home Services, Inc., which changed its name
to Service America Systems, Inc. in July of 1994 ("Service America"). Service
America is engaged primarily in the air conditioning and appliance maintenance
and repair business in Florida primarily through the sale of service contracts
which generally cover a one-year period. In July 1993, Service America
completed the acquisition of all the outstanding shares of common stock of
Encore Service Systems, Inc. ("Encore"), which is also principally engaged in
the air conditioning and appliance maintenance and repair business through
service contracts in Florida and Arizona. As a percent of total operating
revenue, sewer and drain cleaning repair and maintenance services represent 31
percent, plumbing repair and maintenance services represent 22 percent, air
conditioning and appliance repair and maintenance services represent 37
percent, and all other classes represent 10 percent. Other information called
for by this item is included within Note 2 of the Notes to Consolidated
Financial Statements appearing on page 14 of the 1994 Annual Report to
Stockholders and is incorporated herein by reference.

PRODUCT AND MARKET DEVELOPMENT

Roto-Rooter engages in a continuing program for the development and
marketing of new products and services under the Roto-Rooter name.

Since 1981, the Company has developed and introduced four drain-care
products for residential and commercial use which are distributed principally
through the Roto-Rooter service technicians directly to residential customers
and commercial accounts.

Plumbing repair services were first introduced in a company-owned service
location in 1981. These services are provided primarily to residential and
commercial accounts

1
4
by licensed plumbers who are Company employees. The Company has been able to
use its existing staff and facilities in the development of its plumbing repair
businesses. All company-owned operations are providing plumbing repair and
maintenance services to the markets they serve, except for some company-owned
contractor operations. The Company does not presently plan to enter the
plumbing contracting business for new construction.

Cleaning of large diameter pipes is an additional service provided to
industrial and municipal customers by several company-owned operations. The
types of pipes cleaned include sanitary and storm sewer pipes and pipes used
for industrial processes. These pipes are cleaned by a variety of methods
using mechanical equipment and high-pressure water jets. Although the drain
pipes in homes generally are four to six inches in diameter, the diameters of
pipes used in industrial and municipal systems are as large as six feet.

FRANCHISE AGREEMENTS

The Company maintains written franchise agreements with its independent
franchisees. The form of franchise agreement in general use by the Company
since early 1990 provides that the franchisee is licensed and franchised to
perform and sell services relating to sewer and drain cleaning under the
Roto-Rooter(R) and related trademarks and service marks in accordance with
specified methods, techniques, and standards only within a designated
geographic area. The franchisee is not permitted to use any of the Company's
marks in connection with the sale of any products or the performance of other
services except as expressly authorized by the Company. A franchisee is
required to actively and continuously advertise, promote, and sell sewer and
drain cleaning services under the Roto-Rooter(R) service mark; to maintain an
office and service facility only within his territory; and to comply at all
times with quality and service standards specified by the Company.

Generally, franchise agreements provide for a five-year term and, upon
expiration, each franchisee has the right to enter into a new franchise
agreement with Roto-Rooter upon the terms and conditions as are then being
offered by Roto-Rooter to other renewing franchisees. Under Roto-Rooter's
current franchising program, a new franchisee pays an initial franchise fee of
$3,000. Thereafter, each franchisee pays a monthly fee to Roto-Rooter which is
based upon the population within his territory.

The franchise agreement provides for a Base Monthly Franchise Fee according
to Roto-Rooter's current fee schedule which (i) is determined by the current
population in the territory, and (ii) is thereafter adjusted annually during
the term of the agreement to reflect increases or decreases in the Consumer
Price Index. This form of franchise agreement enables Roto-Rooter's franchise
fee income from continuing franchisees to increase in proportion to inflation
during the life of each agreement.

SERVICE MARKS AND TRADEMARKS

The Company regards its corporate name, service marks, and trademarks to be
important to its identification and of significant value in the conduct of the
business. The Company owns the following names, phrases, and designs which are
registered on the Principal Register of the United States Patent and Trademark
Office: "Roto-Rooter," the Roto-Rooter logo, and "And Away Go Troubles Down
the Drain."

The Company vigorously polices the uses and practices associated with its
service marks and trademarks. The Company is unaware of any ongoing
infringements which may have a material adverse effect on its overall business
or the validity of any such mark.

COMPETITION

All aspects of the sewer, drain, and pipe cleaning, and appliance and
plumbing repair and maintenance businesses are highly competitive. Competition
is, however, fragmented in most markets with local and regional firms providing
the primary

2
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competition. The principal methods of competition are advertising, range of
services provided, speed and quality of customer service, service guarantees,
and pricing.

SEASONALITY

Roto-Rooter's total operating revenues have minimal seasonality.

GOVERNMENT REGULATIONS

Roto-Rooter's franchising activities are subject to various federal and
state franchising laws and regulations, including the rules and regulations of
the Federal Trade Commission (the "FTC") regarding the offering or sale of
franchises. The rules and regulations of the FTC require that Roto-Rooter
provide all prospective franchisees with specific information regarding the
franchise program and Roto-Rooter in the form of a detailed franchise offering
circular. In addition, a number of states require Roto-Rooter to register its
franchise offering prior to offering or selling franchises in the state.
Various state laws also provide for certain rights in favor of franchisees,
including (i) limitations on the franchisor's ability to terminate a franchise
except for good cause, (ii) restrictions on the franchisor's ability to deny
renewal of a franchise, (iii) circumstances under which the franchisor may be
required to purchase certain inventory of franchisees when a franchise is
terminated or not renewed in violation of such laws, and (iv) provisions
relating to arbitration.

Roto-Rooter's operations are also subject to various federal, state, and
local laws and regulations regarding environmental matters and other aspects of
the operation of a sewer and drain cleaning and plumbing services business.
For certain other activities, such as septic tank pumping, Roto-Rooter is
subject to state and local environmental health and sanitation regulations.
Compliance with federal, state and local laws governing discharge of materials
into the environment have not had nor are expected to have a material effect
upon the operations of the Company. Roto-Rooter's ability to engage in the
plumbing repair business is also subject to certain limitations and
restrictions imposed by state and local licensing laws and regulations.

Service America's operations are regulated by the Florida and Arizona
Departments of Insurance. In accordance with certain Florida regulatory
requirements, Service America maintains cash and certificates of deposit with
the Department of Insurance and is also required to maintain additional
unencumbered resources. In addition, Service America's air conditioning and
appliance repair and maintenance business is also subject to certain
limitations imposed by state and local business laws and regulations.

Roto-Rooter, to the best of its knowledge, is currently in compliance in
all material respects with the laws and regulations affecting its operations.
While Roto-Rooter cannot currently predict the effect which any future
legislation, regulations, or interpretations may have upon its operations, it
does not anticipate any changes that would have a material adverse impact on
its operations.

EMPLOYEES

On December 31, 1994, Roto-Rooter had a total of 2,478 employees; 2,425
were located in the United States and 53 were located in Canada.

ITEM 2. PROPERTIES.

The major facilities operated by Roto-Rooter are listed below:

Location Type Owned Leased
- ------------------- ----------------------- -------------- --------------

Cincinnati, OH Office and service 19,000 sq. ft. 24,000 sq. ft.
facilities

3
6

Location Type Owned Leased
- ------------------- ----------------------- -------------- --------------

West Des Moines, IA Office, manufacturing 29,000 sq. ft. --
and distribution center
facilities

Northeastern U.S. Office and service 42,000 sq. ft. 21,000 sq. ft.
Area (1) facilities

Central U.S. Area Office and service 36,000 sq. ft. 23,000 sq. ft.
(2) facilities

Mid-Atlantic U.S. Office and service 57,000 sq. ft. 87,000 sq. ft.
Area (3) facilities

Western U.S. Office and service 19,000 sq. ft. 38,000 sq. ft.
Area (4) facilities

Canada (5) Office and service -- 7,000 sq. ft.
facilities

_________________________
<FN>
(1) Comprising locations in Baltimore and Jessup, Maryland; Stoughton and
Woburn, Massachusetts; Stratford and Bloomfield, Connecticut; West Seneca,
West Hempstead, Bayside and Hawthorne, New York; and Cranston, Rhode
Island.

(2) Comprising locations in Atlanta, Georgia; Birmingham, Alabama; Charlotte,
North Carolina; Hilliard and Cleveland, Ohio; Memphis and Nashville,
Tennessee; Wilmerding, Pennsylvania; and St. Louis, Missouri.

(3) Comprising locations in Pennsauken and North Brunswick, New Jersey;
Jacksonville, Medley, Pompano Beach, Ft. Myers, St. Petersburg, Boca Raton,
Daytona Beach and Orlando, Florida; Virginia Beach and Fairfax, Virginia;
Levittown, Pennsylvania; Raleigh, North Carolina; and Newark, Delaware.

(4) Comprising locations in Houston and San Antonio, Texas; Addison, Elk Grove
Village and Posen, Illinois; Denver, Colorado; Honolulu, Hawaii;
Minneapolis, Minnesota; Tacoma, Washington; and Phoenix, Arizona.

(5) Comprising locations in Delta, British Columbia and Boucherville, Quebec.

_________________________

All "owned" property is held in fee and is not subject to any major
encumbrance. "Leased" properties are occupied under rental agreements having
terms ranging up to eleven years and providing, in some instances, for payment
by Roto-Rooter of insurance, property taxes, and building operating expenses.
Roto-Rooter considers all of these facilities to be in good operating condition
and generally adequate for its present and currently anticipated needs.

ITEM 3. LEGAL PROCEEDINGS.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

4
7
EXECUTIVE OFFICERS OF THE COMPANY

The executive officers of the Company are as follows:

Name Age Office First Elected
- ------------------ --- ------------------------------------- --------------

Edward L. Hutton 75 Chairman December 30, 1983(1)
Kevin J. McNamara 41 Vice Chairman August 2, 1994(2)
William R. Griffin 51 President and Chief Executive May 13, 1985(3)
Officer
Douglas B. Harper 51 Executive Vice President May 18, 1992(4)
Patrick L. Johnson 41 Vice President December 30, 1983(5)
Brian A. Brumm 40 Vice President, Treasurer May 13, 1985(6)
and Chief Financial Officer
Lawrence J. Gillis 60 Vice President May 20, 1991(7)

<FN>
(1) Mr. E. L. Hutton is Chairman of the Company and, since November 1993, has
served as Chairman and Chief Executive Officer of Chemed. Previously, from
1970 to November 1993, he served as President and Chief Executive Officer.
He is the father of Mr. Thomas C. Hutton, a director of the Company.

(2) Mr. K. J. McNamara is Vice Chairman of the Company and is President of
Chemed and has held these positions since August 1994. From August 1986 to
August 1994, he served as Secretary and General Counsel of the Company.
Previously, he served as an Executive Vice President, Secretary and General
Counsel of Chemed from November 1993, August 1986 and August 1986 to August
1994, respectively. From May 1992 to November 1993, he held the position
of Vice Chairman of Chemed; and from August 1986 to May 1992, he served as
Vice President of Chemed.

(3) Mr. W. R. Griffin is President and Chief Executive Officer of the Company,
after having previously (May 1984-May 1985) served as its President. He is
also an Executive Vice President of Chemed and has held this position since
May 1991.

(4) Mr. D. B. Harper is the Executive Vice President of the Company, after
having previously (December 1983 - May 1992) served as Vice President.
Since October 1980, Mr. Harper has served as President of Roto-Rooter
Corporation, a subsidiary.

(5) Mr. P. L. Johnson is a Vice President of the Company and is also President
and Chief Executive Officer of Service America and has held these positions
since December 1983 and April 1993, respectively. Previously, from August
1991 to April 1993 he was Vice Chairman and Chief Executive Officer of
Service America. From September 1986 to September 1993 he also served as
Senior Vice President of Roto-Rooter Services Company. From January 1984
to September 1986, he was a Vice President of Roto-Rooter Services Company.

(6) Mr. B. A. Brumm is a Vice President and the Treasurer and Chief Financial
Officer of the Company and has held these positions since 1985.

(7) Mr. L. J. Gillis is a Vice President of the Company and has held this
position since May 20, 1991. Since October 1994, he has served as
President of Roto-Rooter Services Company. Previously, he served as its
Senior Vice President-Operations from February 1991 to October 1994. From
November 1983 to February 1991, he served as a Vice President of
Roto-Rooter Services Company.

__________________________

Each executive officer holds office until the annual election at the next
annual organizational meeting of the Board of Directors of the Company which is
scheduled to be held on May 15, 1995.

5
8
PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.

The Company's Common Stock (par value $1 per share) is included in the
NASDAQ Stock Market and is traded under the symbol ROTO. The range of the high
and low market prices for the Company's Common Stock and dividends paid per
share for each quarter of 1993 and of 1994 is set forth below.

CLOSING

Dividends Paid
High Low Per Share
------------------------------------------------------------------

1994
------------------------------------------------------------------

First Quarter $32 $28 $.140
Second Quarter 32 24 .140
Third Quarter 26-1/2 22-1/2 .150
Fourth Quarter 25-3/4 19-1/2 .150

------------------------------------------------------------------
1993
------------------------------------------------------------------

First Quarter $25-1/2 $23-1/8 $.125
Second Quarter 25-1/2 23 .125
Third Quarter 29-1/2 23 .140
Fourth Quarter 30 27-1/2 .140

Future dividends are necessarily dependent upon Roto-Rooter's earnings and
financial condition and other factors not presently determinable.

As of March 20, 1995, there were approximately 211 stockholders of record
of the Company's Common Stock. This number only includes stockholders of
record and does not include stockholders with shares beneficially held for
those in nominee name or within clearinghouse positions of brokers, banks or
other institutions. The Company believes its stockholders number more than
500.

ITEM 6. SELECTED FINANCIAL DATA.

The information called for by this Item for the five years ended December
31, 1994 is set forth on pages 22 and 23 of the Company's 1994 Annual Report to
Stockholders and is incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

The information called for by this Item is set forth on pages 19 through
21 of the Company's 1994 Annual Report to Stockholders and is incorporated
herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The consolidated financial statements, together with the report thereon of
Price Waterhouse LLP dated January 30, 1995, appearing on pages 9 through 18 of
the Company's 1994 Annual Report to Stockholders and the Unaudited Quarterly
Financial Data appearing on page 18 of the Company's 1994 Annual Report to
Stockholders are incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.

6
9

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.

The Directors of the Company are:

Edward L. Hutton Douglas B. Harper
William R. Griffin Will J. Hoekman
Brian A. Brumm Thomas C. Hutton
James A. Cunningham Patrick L. Johnson
Naomi C. Dallob Sandra E. Laney
Charles H. Erhart, Jr. Kevin J. McNamara
Neal Gilliatt Timothy S. O'Toole
Lawrence J. Gillis D. Walter Robbins, Jr.
J. Peter Grace Jerome E. Schnee

The additional information required under this Item with respect to
directors and executive officers is set forth in the Company's 1995 Proxy
Statement and in Part I hereof under the caption "Executive Officers of the
Registrant" and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION.

Information required under this Item is set forth in the Company's 1995
Proxy Statement which is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Information required under this Item is set forth in the Company's 1995
Proxy Statement which is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Information required under this Item is set forth in the Company's 1995
Proxy Statement which is incorporated herein by reference.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K.

EXHIBITS

2. Exchange Agreement, dated August 31, 1984, between Chemed Corporation and Roto-Rooter, Inc.*

3.1 Certificate of Incorporation of Roto-Rooter, Inc.*

3.2 By-Laws of Roto-Rooter, Inc.*

10.1 Executive Salary Protection Plan of Roto-Rooter, Inc., as amended May 17, 1993.*,**

10.2 1984 Stock Incentive Plan of Roto-Rooter, Inc., as amended through May 20, 1991.*,**

10.3 1978 Stock Incentive Plan of Chemed Corporation, as amended through May 20, 1991.*,**

7
10
10.4 1981 Stock Incentive Plan of Chemed Corporation, as amended through May 20, 1991.*,**

10.5 1983 Incentive Stock Option Plan of Chemed Corporation, as amended through May 20, 1991.*,**

10.6 1986 Stock Incentive Plan of Chemed Corporation, as amended through May 20, 1991.*,**

10.7 1988 Stock Incentive Plan of Chemed Corporation, as amended through May 20, 1991.*,**

10.8 Service America Systems, Inc. Retirement and Savings Plan.**

10.9 Roto-Rooter Management Company Deferred Compensation Plan.*,**

10.10 Amendment No. 1 to Roto-Rooter Management Company Deferred Compensation Plan, effective January 1, 1993.*,**

10.11 Roto-Rooter Management Company Deferred Compensation Plan No. 2, effective October 1, 1993.*,**

10.12 Roto-Rooter 1987 Stock Incentive Plan, as amended through May 20, 1991.*,**

10.13 1990 Stock Incentive Plan of Roto-Rooter, as amended through May 20, 1991.*,**

10.14 1993 Stock Incentive Plan of Roto-Rooter, effective May 17, 1993.*,**

10.15 1991 Convenient Home Services Stock Option Plan.*,**

10.16 Convenient Home Services, Inc. Deferred Compensation Plan, effective January 1, 1994.*,**

10.17 1990 Standard Form of Roto-Rooter Franchise Agreement.*

10.18 1995 Standard Form of Roto-Rooter Franchise Agreement.

10.19 Employment Agreements with Executives.*,**

10.20 Amendment No. 4 to Employment Agreement with William R. Griffin.**

10.21 Amendment No. 4 to Employment Agreement with Douglas B. Harper. **

10.22 Amendment No. 4 to Employment Agreement with Lawrence Gillis.**

10.23 Amendment No. 4 to Employment Agreement with Patrick L. Johnson.**

10.24 Amendment No. 4 to Employment Agreement with Brian A. Brumm.**

10.25 License Agreement between Roto-Rooter Corporation and Roto-Rooter Services Company.*

10.26 Service America Deferred Compensation Plan.**

11. Computation of Per Share Earnings.

13. 1994 Annual Report to Stockholders.

21. Subsidiaries of Roto-Rooter, Inc.

23. Consent of Independent Accountants.

8
11
24. Powers of Attorney.

27. Financial Data Schedule.

<FN>
* This exhibit is being filed by means of incorporation by reference
(see Index to Exhibits). Each other exhibit is being filed with this
report.

** Management contract or compensatory plan or arrangement.

FINANCIAL STATEMENT SCHEDULE

See Index to Financial Statements and Financial Statement Schedule on
page S-1.

REPORTS ON FORM 8-K

No reports on Form 8-K were filed during the quarter ended December
31, 1994.

9
12
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

ROTO-ROOTER, INC.

March 28, 1995 By /s/ William R. Griffin
-----------------------------------
William R. Griffin
President and Chief
Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

------|
/s/ Edward L. Hutton Chairman and a Director |
- ---------------------- |
Edward L. Hutton |
|
|
|
/s/ William R. Griffin President and Chief Executive |
- ---------------------- Officer and a Director (Principal |
William R. Griffin Executive Officer) |
|
|
|
/s/ Brian A. Brumm Vice President, Treasurer | March 28, 1995
- ---------------------- and Chief Financial Officer |
Brian A. Brumm and a Director (Principal |
Financial and Accounting Officer) |
|
|
---| |
James A. Cunningham* Thomas C. Hutton* | |
Charles H. Erhart, Jr.* Patrick L. Johnson* | |
Neal Gilliatt* Sandra E. Laney* | |
Lawrence J. Gillis* Kevin J. McNamara* | |
J. Peter Grace* Timothy S. O'Toole* | |
Douglas B. Harper* D. Walter Robbins, Jr.* |- Directors |
Will J. Hoekman* Jerome E. Schnee* | |
---| ------|

- -----------------------
<FN>
* Naomi C. Dallob, General Counsel and Secretary of the Company, by
signing her name hereto signs this document on behalf of each of the
persons indicated above pursuant to powers of attorney duly executed
by such persons and filed with the Securities and Exchange Commission.

March 28, 1995 /s/ Naomi C. Dallob
- ---------------------- ---------------------------------
Date Naomi C. Dallob
(Attorney-in-Fact and a Director)

10
13

ROTO-ROOTER, INC. AND SUBSIDIARY COMPANIES

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

1992, 1993 AND 1994

PAGE(S)

ROTO-ROOTER, INC. CONSOLIDATED FINANCIAL
STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

Report of Independent Accountants......................... 9 *
Consolidated Statement of Income.......................... 10 *
Consolidated Balance Sheet................................ 11 *
Consolidated Statement of Cash Flows...................... 12 *
Consolidated Statement of Stockholders' Equity............ 13 *
Notes to Consolidated Financial Statements................ 14-18*

Report of Independent Accountants on Financial Statement
Schedule................................................ S-2
Schedule VIII -- Valuation and Qualifying Accounts........ S-3

<FN>
*Indicates page numbers in the Roto-Rooter, Inc. 1994 Annual Report to
Stockholders.

_________________________

The consolidated financial statements of Roto-Rooter, Inc. listed above,
appearing in the accompanying Roto-Rooter, Inc. 1994 Annual Report to
Stockholders, are incorporated herein by reference. The financial statement
schedule should be read in conjunction with the consolidated financial
statements listed above. Schedules not included have been omitted because they
are not applicable or the required information is shown in the financial
statements or notes thereto as listed above.

S-1
14
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE

To the Board of Directors
of Roto-Rooter, Inc.

Our audits of the consolidated financial statements referred to in our report
dated January 30, 1995 appearing on page 9 of the 1994 Annual Report to
Stockholders of Roto-Rooter, Inc. (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the Financial Statement Schedule listed in Item 14 of
this Form 10-K. In our opinion, the Financial Statement Schedule presents
fairly, in all material respects, the information set forth therein when read
in conjunction with the related consolidated financial statements.

/s/ Price Waterhouse LLP
- ------------------------
PRICE WATERHOUSE LLP

Cincinnati, Ohio
January 30, 1995

S-2
15
SCHEDULE VIII

ROTO-ROOTER, INC. AND SUBSIDIARY COMPANIES
VALUATION AND QUALIFYING ACCOUNTS
(amounts in thousands)

=================================================================================================================================

Additions
Balance at Charged to Balance at
Beginning Costs and Deductions End of
Descriptions of Period Expenses (a) Period
- ---------------------------------------------------------------------------------------------------------------------------------

Qualifying Accounts Deducted
from Assets:
Allowance for Doubtful Accounts:

For the Year 1992 $470 $467 $(469) $468
==== ==== ====== ====

For the Year 1993 $468 $538 $(354) $652
==== ==== ====== ====

For the Year 1994 $652 $610 $(378) $884
==== ==== ====== ====

________________________
<FN>
(a) Deductions include accounts considered uncollectible or written off,
net of recoveries.

S-3
16

INDEX TO EXHIBITS

Page Number or
Incorporation by Reference
--------------------------

Exhibit File No. and Previous
Number Filing Date Exhibit No.
------- ------------ -----------

2. Exchange Agreement dated August 13, 1984 between S-1 2
Chemed Corporation and Roto-Rooter, Inc. Registration
No. 2-97456
5/2/85

3.1 Certificate of Incorporation of Roto-Rooter, Form 10-K 2
Inc. 3/27/92

3.2 By-Laws of Roto-Rooter, Inc. Form 10-K 3
3/27/93

10.1 Executive Salary Protection Plan of Roto-Rooter, Form 10-K 10.2
Inc., as amended May 17, 1993 3/30/94

10.2 1984 Stock Incentive Plan of Roto-Rooter, Inc., Form 10-K 6
as amended through May 20, 1991 3/27/92

10.3 1984 Stock Incentive Plan of Chemed Corporation, Form 10-K 8
as amended through May 20, 1991 3/27/92

10.4 1981 Stock Incentive Plan of Chemed Corporation, Form 10-K 9
as amended through May 20, 1991 3/27/92

10.5 1983 Incentive Stock Option Plan of Chemed Form 10-K 10
Corporation, as amended through May 20, 1991 3/27/92

10.6 1986 Stock Incentive Plan of Chemed Corporation, Form 10-K 11
as amended through May 20, 1991 3/27/92

10.7 1988 Stock Incentive Plan of Chemed Corporation, Form 10-K 12
as amended through May 20, 1991 3/27/92

10.8 Service America Systems, Inc. *
Retirement and Savings Plan

10.9 Roto-Rooter Management Company Deferred Form 10-K 14
Compensation Plan 3/24/88

10.10 Amendment No. 1 to Roto-Rooter Management Form 10-K 10.11
Company Deferred Compensation Plan, effective 3/30/94
January 1, 1993

17
INDEX TO EXHIBITS

Page Number or
Incorporated by Reference
-------------------------

Exhibit File No. and Previous
Number Filing Date Exhibit No.
------- ------------ -----------

10.11 Roto-Rooter Management Company Deferred Form 10-K 10.12
Compensation Plan, No. 2, effective October 1, 3/30/94
1993

10.12 1987 Stock Incentive Plan of Roto-Rooter, Inc., Form 10-K 14
as amended through May 20, 1991 3/27/92

10.13 1990 Stock Incentive Plan of Roto-Rooter, Inc., Form 10-K 15
as amended through May 20, 1991 3/27/92

10.14 1993 Stock Incentive Plan of Roto-Rooter, Inc., Form 10-K 10.15
effective May 17, 1993 3/30/94

10.15 1991 Convenient Home Services Stock Option Plan Form 10-K 18
3/25/93

10.16 Convenient Home Services, Inc. Deferred Form 10-K 10.17
Compensation Plan, effective January 1, 1994 3/30/94

10.17 1990 Standard Form of Roto-Rooter Franchise Form 10-K 17
Agreement 3/27/92

10.18 1995 Standard Form of Roto-Rooter Franchise *
Agreement

10.19 Employment Agreement with Executives Form 10-K 18
3/25/91

10.20 Amendment No. 4 to Employment Agreement with *
William R. Griffin

10.21 Amendment No. 4 to Employment Agreement with *
Douglas B. Harper

10.22 Amendment No. 4 to Employment Agreement with *
Lawrence Gillis

10.23 Amendment No. 4 to Employment Agreement with *
Patrick L. Johnson

10.24 Amendment No. 4 to Employment Agreement with *
Brian A. Brumm

10.25 License Agreement between Roto-Rooter Form 10-K 21
Corporation and Roto-Rooter Services Company 3/25/93

10.26 Service America Deferred Compensation Plan *

11. Statement re: Computation of Per Share Earnings *

INDEX TO EXHIBITS

Page Number or
Incorporated by Reference
-------------------------

Exhibit File No. and Previous
Number Filing Date Exhibit No.
- ------- ------------ -----------

13. 1994 Annual Report to Stockholders *

21. Subsidiaries of Roto-Rooter, Inc. *

23. Consent of Independent Accountants *

24. Powers of Attorney *

27. Financial Data Schedule *

_________________
<FN>
* Filed herewith