CHEMED CORP — Director's Dealing 2005

Feb 23, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHEMED CORP (CHE)
CIK: 0000019584
Period of Report: 2005-02-23

Reporting Person: LEE SPENCER S (executive vice president)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-23	Capital Stock	M	6000	$35.94	Acquired	15628	Direct
2005-02-23	Capital Stock	F	3957	$72.46	Disposed	11671	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-23	Stock Option right to buy with tandem tax withholding right	$35.94	M	6000	Disposed	2007-05-19	Capital Stock (6000)	Direct

Footnotes

F1: Payment of purchase price and tax obligation on stock option exercise.