Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                Date of Report (date of earliest event reported):
                                February 21, 2006

                               CHEMED CORPORATION
             (Exact name of registrant as specified in its charter)

     Delaware                        1-8351                       31-0791746
 (State or other            (Commission File Number)          (I.R.S. Employer
  jurisdiction of                                              Identification
    incorporation)                                                 Number)

          2600 Chemed Center, 255 East 5th Street, Cincinnati, OH  45202
               (Address of principal executive offices)          (Zip Code)

               Registrant's telephone number, including area code:
                                 (513) 762-6900

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):

[_]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[_]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR

[_]  Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange
     Act (17 CFR 230.425)

[_]  Pre-commencement communications pursuant to Rule 13e-4 (c) under Exchange
     Act (17 CFR 230.425)

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Item 2.02      Results of Operations and Financial Condition

               On February 21, 2006 Chemed Corporation issued a press release
               announcing its financial results for the quarter ended December
               31, 2005. A copy of the release is furnished herewith as Exhibit

Item 8.01      Other Events

               Like other large California employers, the Company's VITAS
               subsidiary faces allegations of purported class-wide wage and
               hour violations. It is party to a class action lawsuit filed in
               the Superior Court of California, Los Angeles County, in April of
               2004 by Ann Marie Costa, Ana Jimenez, Mariea Ruteaya and Gracetta
               Wilson. This case alleges failure to pay overtime wages for hours
               worked "off the clock" in administrative tasks, including
               voicemail retrieval, time entry, travel to and from work, and
               pager response. This case also alleges VITAS failed to provide
               meal and break periods to a purported class of California nurses,
               home health aides and licensed clinical social workers. The case
               also seeks payment of penalties, interest, and Plaintiffs'
               attorney fees. VITAS contested these allegations.

               Plaintiff moved for class certification, and VITAS opposed this
               motion. We have reached an agreement, which is subject to court
               approval, with the Plaintiff class in order to avoid the
               uncertainty of litigation and the related diversion of resources
               and personnel. We had accrued a pretax liability of $2.3 million
               on our opening balance sheet for this case. At that time, this
               represented our best estimate of our exposure in the matter. As a
               result of the tentative resolution, we recorded a pretax charge
               of $17.4 million ($10.8 million aftertax), representing the
               portion of this settlement not accounted for on Vitas' opening
               balance sheet. These amounts are inclusive of Plaintiffs' class
               attorneys' fees and the costs of settlement administration.

Item 9.01      Financial Statements and Exhibits

                    c)   Exhibit

                         (99) Registrant's press release dated February 21, 2006

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     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.

                                               CHEMED CORPORATION

Dated:   February 21, 2006               By:  /s/ Arthur V. Tucker, Jr.
        ------------------                    --------------------------
                                              Arthur V. Tucker, Jr.
                                              Vice President and Controller

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