UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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):
August 2, 2013


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

Delaware

1-8351

31-0791746

(State or other

jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer

Identification

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) 762-6500


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 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGES IN FISCAL YEAR

              On August 2, 2013, the Company amended its bylaws by adding a new section 8.07 which provides Delaware courts are the exclusive forum for certain actions.  The full text hereof is incorporated by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
 
3.1 Bylaws of Chemed Corporation as amended August 2, 2013.




SIGNATURES

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

 

 

Date:

August 5, 2013

By:

/s/  Arthur V. Tucker, Jr.

Name:

Arthur V. Tucker, Jr.

Title:

Vice President and Controller


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