CHEMED CORP — Director's Dealing 2011

May 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHEMED CORP (CHE)
CIK: 0000019584
Period of Report: 2011-05-03

Reporting Person: MCNAMARA KEVIN J (Director, president and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-03	capital stock	M	25000	$38.13	Acquired	234076	Direct
2011-05-03	capital stock	F	18273	$69.09	Disposed	215803	Direct
2011-05-04	capital stock	S	5000	$69.44	Disposed	210803	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-03	stock option(right to buy with tandem tax withholding)	$38.13	M	25000	Disposed	2015-03-11	capital stock (25000)	Direct

Footnotes

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