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
Executive  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  June 30,  2008  ("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:   July 30, 2008                           /s/ David P. Williams
         -----------------------                 ---------------------
                                                 David P. Williams
                                                 (Executive Vice President and
                                                 Chief Financial Officer)




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