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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

ROTO-ROOTER, INC.
(NAME OF SUBJECT COMPANY)

ROTO-ROOTER, INC.
(NAME OF PERSON(S) FILING STATEMENT)

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COMMON STOCK, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)

778786103
(CUSIP NUMBER OF CLASS OF SECURITIES)

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MR. BRIAN A. BRUMM
VICE PRESIDENT, TREASURER AND CHIEF FINANCIAL OFFICER
ROTO-ROOTER, INC.
2500 CHEMED CENTER
CINCINNATI, OH 45202
(513) 762-6690

(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF OF THE
PERSON(S) FILING STATEMENT)

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ITEM 1. SECURITY AND SUBJECT COMPANY.

The name of the subject company is Roto-Rooter, Inc., a Delaware
corporation (the "Company"). The address of the principal executive offices of
the Company is 2500 Chemed Center, 255 East Fifth Street, Cincinnati, Ohio
45202. The title of the class of equity securities to which this statement
relates is the Company's Common Stock, par value $1.00 per share (the "Common
Stock").

ITEM 2. TENDER OFFER OF THE BIDDER.

This Schedule 14D-9 relates to the tender offer disclosed in a Tender Offer
Statement on Schedule 14D-1 dated August 14, 1996 and the Amendments thereto
dated August 19, 1996 and August 22, 1996 (together, the "Schedule 14D-1") of
the bidder, Chemed Corporation, a Delaware corporation (the "Bidder"), to
purchase any and all outstanding shares of Common Stock at $41.00 per share (the
"Offer Price"), net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated August 14, 1996 (the "Offer
to Purchase") and the related Letter of Transmittal (which together constitute
the "Offer"). The Schedule 14D-1 states that the principal executive offices of
the Bidder are located at 2600 Chemed Center, 255 East Fifth Street, Cincinnati,
Ohio 45202.

ITEM 3. IDENTITY AND BACKGROUND.

(a) The name and business address of the Company, which is the person
filing this statement, are set forth in Item 1 above.

(b) (1) Information Incorporated By Reference. Certain contracts,
agreements, arrangements, and understandings, and certain actual or potential
conflicts of interest, between the Company or its affiliates and (i) the
Company's executive officers, directors or affiliates or (ii) the Bidder or its
executive officers, directors or affiliates are described in the section of the
Offer to Purchase entitled "Special Factors -- Interests of Certain Persons;
Stockholdings of Certain Officers and Directors; and Related Transactions", in
Schedule I to the Offer to Purchase, and in the sections entitled "Election of
Directors", "Executive Compensation", and "Certain Arrangements and
Transactions" of the Company's April 8, 1996 Proxy Statement, relating to its
1996 Annual Meeting of Stockholders (the "Company's Proxy Statement"). A copy of
the Offer to Purchase and of each of the sections of the Company's Proxy
Statement referred to above are filed as Exhibits 3 and 4, respectively, to this
Schedule 14D-9 and are incorporated herein by reference.

(2) Indemnification. Article IX of the Company's By-laws provides that
the Company shall indemnify any director or officer of the Company who is a
party to any threatened, pending or completed legal proceeding by reason of the
fact that he is a director or officer of the Company against expenses,
judgments, fines and amounts paid in settlement of such actions if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company. If a proceeding is brought against an indemnified
party by or in the right of the Company, however, no indemnification would be
available if the party were adjudged to be liable to the Company unless
otherwise ordered by a court. A copy of Article IX of the Company's By-laws is
filed as Exhibit 5 to this Schedule 14D-9 and is incorporated herein by
reference. The Company has entered into indemnification agreements with each of
its directors and executive officers pursuant to which the Company is obligated
to indemnify each such person to the full extent permitted by Delaware law. A
copy of the form of the Company's indemnification agreement is filed as Exhibit
6 to this Schedule 14D-9 and is incorporated herein by reference. The persons
who are directors or executive officers of the Company and of the Bidder have
similar rights to indemnification pursuant to Article IX of the Bidder's By-laws
and have similar indemnification agreements with the Bidder. A copy of Article
IX of the Bidder's By-laws is filed as Exhibit 7 to this Schedule 14D-9 and is
incorporated herein by reference. A copy of the form of the Bidder's
indemnification agreement is filed as Exhibit 8 to this Schedule 14D-9 and is
incorporated herein by reference.

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(3) Option and Stock Award Plans. The Company's directors and executive
officers beneficially own, directly or indirectly, Common Stock and options to
purchase Common Stock granted under the Company's 1984, 1987, 1990, 1993 and
1995 Stock Incentive Plans in the amounts set forth below:

COMPANY OPTIONS COMPANY SHARES
COMPANY'S DIRECTORS BENEFICIALLY BENEFICIALLY
AND EXECUTIVE OFFICERS OWNED OWNED
- --------------------------------------------------------------- --------------- --------------

Edward L. Hutton............................................... 50,750 45,536
(Chairman, Director)
William R. Griffin............................................. 61,500 26,760
(President, Chief Executive Officer, Director)
Kevin J. McNamara.............................................. 5,250 2,096
(Vice Chairman, Director)
Brian A. Brumm................................................. 26,000 15,443
(Vice President, Treasurer, Chief Financial Officer, Director)
Naomi C. Dallob................................................ 2,750 982
(Secretary, General Counsel, Director)
Douglas B. Harper.............................................. 30,000 24,034
(Executive Vice President, Director)
Lawrence J. Gillis............................................. 24,750 14,722
(Vice President, Director)
Patrick L. Johnson............................................. 14,058 14,231
(Vice President, Director)
Charles H. Erhart, Jr.......................................... 0 6,666
(Director)
James A. Cunningham............................................ 0 1,000
(Director)
Neal Gilliatt.................................................. 0 6,666
(Director)
Will J. Hoekman................................................ 0 0
(Director)
Thomas C. Hutton............................................... 4,500 13,216
(Director)
Sandra E. Laney................................................ 4,250 2,859
(Director)
John M. Mount.................................................. 0 1,075
(Director)
Timothy S. O'Toole............................................. 6,000 2,151
(Director)
D. Walter Robbins, Sr.......................................... 0 1,000
(Director)
Donald E. Saunders............................................. 0 575
(Director)
George J. Walsh III............................................ 0 75
(Director)

The exercise and vesting terms of the Company options granted under the
1990, 1993 and 1995 Stock Incentive Plans are not affected by the Offer;
however, the Company options granted under the 1984 and 1987 Stock Incentive
Plans will become immediately exercisable if 20% or more of the outstanding
Common Stock is acquired pursuant to the Offer. Additional compensation and
other arrangements between the Company and its directors and executive officers
are set forth in the Company's Proxy Statement in the sections entitled

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"Election of Directors" and "Executive Compensation." A copy of each such
section of the Company's Proxy Statement is filed as Exhibit 4 to this Schedule
14D-9 and is incorporated herein by reference.

A majority of the Company's directors and executive officers are also
directors or executive officers of the Bidder. These persons and the other
directors and executive officers of the Bidder beneficially own, directly or
indirectly, shares of stock of the Bidder and options granted under the Bidder's
1981, 1983, 1986, 1988, 1993 and 1995 Stock Incentive Plans in the amounts set
forth below:

BIDDER OPTIONS BIDDER SHARES
BIDDER'S DIRECTORS BENEFICIALLY BENEFICIALLY
AND EXECUTIVE OFFICERS OWNED OWNED
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Edward L. Hutton................................................... 136,000 34,597
(Chairman, Chief Executive Officer, Director)
Kevin J. McNamara.................................................. 62,500 12,777
(President, Director)
James A. Cunningham................................................ 0 1,000
(Director)
James H. Devlin.................................................... 26,750 5,974
(Vice President, Director)
Charles E. Erhart, Jr. ............................................ 0 1,500
(Director)
Joel F. Gemunder................................................... 5,000 6,451
(Director)
Patrick P. Grace................................................... 0 100
(Director)
William R. Griffin................................................. 15,000 3,010
(Executive Vice President, Director)
Thomas C. Hutton................................................... 35,500 17,023
(Vice President, Director)
Walter L. Krebs.................................................... 0 2,191
(Director)
Sandra E. Laney.................................................... 73,250 27,153
(Senior Vice President, Chief Administrative Officer, Director)
John M. Mount...................................................... 0 7,020
(Director)
Timothy S. O'Toole................................................. 48,750 12,758
(Executive Vice President, Treasurer, Director)
D. Walter Robbins, Jr. ............................................ 0 2,000
(Director)
Paul C. Voet....................................................... 13,750 24,235
(Executive Vice President, Director)
George J. Walsh III................................................ 0 1,100
(Director)
Arthur V. Tucker, Jr. ............................................. 42,000 10,570
(Vice President, Controller)

Additional compensation and other arrangements between the Bidder and its
directors and executive officers are set forth in the sections entitled
"Election of Directors" and "Executive Compensation", of the Bidder's April 8,
1996 Proxy Statement, relating to its 1996 Annual Meeting of Stockholders (the
"Bidder's Proxy Statement"). A copy of each such section is filed as Exhibit 9
to this Schedule 14D-9 and is incorporated herein by reference.

(4) Affiliates and Related Transactions. Certain transactions and
arrangements involving the Company, the Bidder and their affiliates are set
forth in the section of the Offer to Purchase entitled "Special
Factors -- Interests of Certain Persons; Stockholdings of Certain Officers and
Directors; and Related Transactions", and in the section of the Company's Proxy
Statement entitled "Certain Arrangements and

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Transactions". A copy of the Offer to Purchase and such section of the Company's
Proxy Statement are filed as Exhibits 3 and 4, respectively to this Schedule
14D-9 and are incorporated herein by reference.

(5) The Bidder's Ownership of the Company and Interlocking Boards of
Directors. As set forth in the section of the Offer to Purchase entitled
"Special Factors -- Interests of Certain Persons; Stockholdings of Certain
Officers and Directors; and Related Transactions" and the section of the
Company's Proxy Statement entitled "Election of Directors", the Bidder owns
approximately 58% of the outstanding stock of the Company and a majority of the
members of the board of directors of the Company are also directors or officers
of the Bidder. A copy of the Offer to Purchase and such section of the Company's
Proxy Statement are filed as Exhibits 3 and 4, respectively, to this Schedule
14D-9 and are incorporated herein by reference. Because of the Bidder's
ownership interest in the Company, an actual or potential conflict of interest
could be seen to arise in connection with the Offer, which conflict could extend
to the directors and executive officers of the Bidder (some of whom, as noted
above, are also directors or executive officers of the Company) due to their
positions with and their ownership interests in the Bidder.

(6) Certain Proceedings. A putative class action complaint entitled Rand
v. Roto Rooter Inc., et al., C.A. No. 15145 (Del. Ch. filed Aug. 9, 1996) has
been filed against the Company, its directors and the Bidder by a purported
stockholder of the Company. This complaint alleges breaches of fiduciary duty by
the defendants in connection with the Offer and seeks declaratory relief,
injunctive relief and damages. The above description of the complaint is
qualified in its entirety by reference to the complaint, a copy of which is
filed as Exhibit (g) to the Schedule 14D-1 and is incorporated herein by
reference.

ITEM 4. THE SOLICITATION OR RECOMMENDATION.

Because a majority of the members of the Company's Board of Directors are
officers and/or directors of the Bidder or its affiliates or are officers of the
Company (see "-- The Bidder's Ownership of the Company and Interlocking Boards
of Directors" above), on August 20, 1996, the Company's Board of Directors
appointed Mr. Donald E. Saunders, a director of the Company, to act as a special
committee of the Company's Board of Directors (the "Special Committee") with
full authority and responsibility to determine the Company's response to the
Offer and to prepare this Schedule 14D-9. The Special Committee hired Morris,
Nichols, Arsht & Tunnell, a Delaware law firm ("Morris Nichols"), as its legal
counsel, and J.J.B. Hilliard, W.L. Lyons, Inc. ("Hilliard"), an investment
banking firm, as its financial advisor to assist it in reviewing the Offer.
Hilliard assisted the Special Committee in performing a financial review of the
Company's operations and prospects, and provided independent financial analyses
from which the Special Committee has drawn its own conclusions.

The Special Committee has determined, on behalf of the Company and on
behalf of the Company's Board of Directors, to adopt a neutral position with
respect to the Offer. This position is based upon (1) the Special Committee's
conclusions that the Offer Price is fair and (2) the fact that each stockholder
is subject to his or her own unique constraints and circumstances and therefore
is best able to determine whether it is in his or her interest to tender his or
her shares of Common Stock.

The Special Committee's conclusion that the Offer Price is fair is based
upon the following factors:

(1) The Special Committee was presented with certain preliminary
financial analyses by Hilliard, including discounted cash flow
analyses and a comparable companies analysis, from which the Special
Committee concluded that the Offer Price is within the range of
fairness implied by those analyses.

(2) The Common Stock has historically been less liquid than shares of
comparable companies. The purchase of additional shares of Common
Stock by Chemed may tend to further decrease liquidity.

(3) With assistance from Hilliard, the Special Committee has concluded
that the approach of and analysis performed by CS First Boston on
behalf of Chemed (as described in the section of the Offer to
Purchase entitled "Special Factors -- Opinion of Financial Advisor")
is reasonable. A

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copy of the Offer to Purchase is filed as Exhibit 3 to this Schedule
14D-9 and is incorporated herein by reference.

(4) With assistance from Hilliard, the Special Committee has concluded
that the analysis that was performed by Goldman, Sachs & Co. on
behalf of a special committee of the Company's Board of Directors in
connection with the 1995 proposed exchange offer described in the
section of the Offer to Purchase entitled "Special
Factors -- Background to the Offer" (the "1995 Proposed
Transaction"), although reasonable when performed, is less relevant
to the Special Committee's analysis because it is approximately one
year old. A copy of the Offer to Purchase is filed as Exhibit 3 to
this Schedule 14D-9 and is incorporated herein by reference.

(5) The Special Committee has concluded with the assistance of Hilliard
that the Offer Price represents a significant premium to the
unaffected market price. In particular, the Special Committee
believes that the last trade price of $36.50 on August 2, 1996, one
week prior to the announcement of the Offer, included some residual
effects of the 1995 Proposed Transaction. While this residual effect
is impossible precisely to quantify, the Special Committee has
concluded that the premium offered by the Offer is in excess of the
premium suggested by the difference between $36.50 and the Offer
Price of $41.00.

In addition to the foregoing, Hilliard is continuing its analysis, and has
been asked to and is expected to be in a position within the next several days
to formally advise the Special Committee regarding the fairness of the Offer,
and, if appropriate, to issue a written opinion as to the fairness of the Offer.
As soon as that advice is received, the Special Committee will convey any
further conclusions to the Company's stockholders.

The Special Committee reported its conclusions, described above, to the
Company's Board of Directors at a meeting held on August 26, 1996. None of the
directors of the Company other than the Special Committee has expressed any view
with respect to the Offer.

ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.

The Special Committee has retained Hilliard as its financial advisor with
respect to the Offer. For its services, Hilliard has been paid a fee of $150,000
and will be paid an additional fee of $200,000 upon delivery of its opinion as
to the fairness or inadequacy of the Offer. The Special Committee has agreed to
reimburse Hilliard for its expenses up to $50,000 (including fees of counsel)
incurred in connection with the engagement and to indemnify Hilliard against any
liabilities or expenses arising from any legal proceedings in connection with
the engagement and the Offer, provided that such liabilities do not arise
primarily from Hilliard's gross negligence or bad faith. The Special Committee
has retained Morris Nichols as its legal advisor with respect to the Offer. For
its services, Morris Nichols will be paid a reasonable and customary fee.

Following the meeting of the Company's Board of Directors on August 26,
1996, the Special Committee instructed the officers of the Company to work with
Morris Nichols and employees of the Bidder and the Bidder's legal counsel to
prepare, file and distribute this Schedule 14D-9.

ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.

(a) To the best of the Company's knowledge, no transactions in the Common
Stock have been effected during the past 60 days by the Company or by any
executive officer, director, affiliate or subsidiary of the Company, except as
disclosed in the section of the Offer to Purchase entitled "Special
Factors -- Interests of Certain Persons; Stockholdings of Certain Officers and
Directors; and Related Transactions", and except as follows: Patrick L. Johnson,
a director and Vice President of the Company and President and CEO of Service
America Systems, Inc. has in the past month exercised options for: 1,500 shares
of Common Stock at $17.25 per share (turning in 887 shares for purchase price
and taxes), 3,749 shares of Common Stock at $25.25 per share (turning in 2,733
shares for purchase price and taxes), and 7,193 shares of Common Stock at $23.88
per share (turning in 5,074 shares for purchase price and taxes). A copy of the
Offer to Purchase is filed as Exhibit 3 to this Schedule 14D-9 and is
incorporated herein by reference.

(b) To the best of the Company's knowledge, to the extent permitted by
applicable securities laws, rules or regulations, and subject to contractual
restrictions, if any, relating to restricted stock, each executive officer,

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director, affiliate and subsidiary of the Company (other than Mr. Gilliatt)
currently intends to tender to the Bidder all Shares of Common Stock which are
held of record or beneficially by such person. The Company has not been advised
by Mr. Gilliatt whether he intends to tender, sell or hold Shares of Common
Stock which are held of record or beneficially owned by him.

ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.

(a) The Company has undertaken no negotiations and no negotiations are
underway in response to the Offer that relate to or would result in (i) an
extraordinary transaction such as a merger or reorganization, involving the
Company or any subsidiary of the Company; (ii) any purchase, sale or transfer of
a material amount of assets by the Company or any subsidiary of the Company;
(iii) a tender offer for or other acquisition of securities by or of the
Company; or (iv) any material change in the present capitalization or dividend
policy of the Company.

(b) None.

ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.

Not applicable.

ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.

(a) Exhibit 1 -- Text of Press Release issued by the Company on August 27,
1996.

Exhibit 2 -- Text of Letter to Stockholders dated August 27, 1996.

(b) Not applicable.

Exhibit 4 -- The "Election of Directors", "Executive Compensation" and
"Certain Arrangements and Transactions" sections of the Company's Proxy
Statement dated April 8, 1996.

Exhibit 5 -- Article IX of the Company's By-laws.

Exhibit 6 -- Form of Company's Indemnification Agreement.

Exhibit 7 -- Article IX of the Bidder's By-laws.

Exhibit 8 -- Form of Bidder's Indemnification Agreement.

Exhibit 9 -- The "Election of Directors" and "Executive Compensation"
sections of the Bidder's Proxy Statement dated April 8, 1996.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 14D-9 is true, complete
and correct.

ROTO-ROOTER, INC.

By: /s/ BRIAN A. BRUMM

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NAME: BRIAN A. BRUMM
TITLE: VICE PRESIDENT, TREASURER AND
CHIEF FINANCIAL OFFICER

DATED: August 27, 1996
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EXHIBIT INDEX

EXHIBIT EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------- ---------------------------------------------------------------------------- ------

1 Text of Press Release issued by the Company on August 27, 1996. ............
2 Text of Letter to Stockholders dated August 27, 1996. ......................
3 Offer to Purchase of Chemed Corporation dated August 14, 1996. .............
4 The "Election of Directors", "Executive Compensation" and "Certain
Arrangements and Transactions" sections of the Company's Proxy Statement
dated April 8, 1996. .......................................................
5 Article IX of the Company's By-laws. .......................................
6 Form of Company's Indemnification Agreement. ...............................
7 Article IX of the Bidder's By-laws. ........................................
8 Form of Bidder's Indemnification Agreement. ................................
9 The "Election of Directors" and "Executive Compensation" sections of the
Bidder's Proxy Statement dated April 8, 1996. ..............................