EXHIBIT 10.23
                               SECOND AMENDMENT
                                      TO
                 CHEMED/ROTO-ROOTER SAVINGS & RETIREMENT PLAN

          The Chemed/Roto-Rooter Savings & Retirement Plan is hereby amended
effective January 1, 2001 as follows:

Section 2.7 of the Plan is hereby amended in its entirety to read as follows:

          2.7    "Compensation" shall mean the gross earnings of an Employee
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                 from an Employing Unit for the Plan Year as set forth in his
                 U.S. Treasury Department Form W-2 or its equivalent; provided
                 however, that Compensation shall not include (i) Employer
                 Contributions, (ii) any other contributions to, or
                 distributions from, any employee benefit plan, including the
                 Plan, or any program of employee benefits payable other than in
                 cash (except that income realized from stock awards shall be
                 included as Compensation), (iii) non-cash prizes or contest
                 awards received from or under a program sponsored by an
                 Employing Unit, (iv) expense allowances and (v) any expenses
                 reimbursed by an Employing Unit (including, but not limited to,
                 moving expense allowances and cost of living allowances paid to
                 foreign based Employees). Compensation shall include any amount
                 contributed by an Employing Unit on behalf of the Employee
                 pursuant to a salary reduction agreement and which is not
                 includible in the Employee's gross income under Code Section
                 125 or 402(a)(8). Compensation, as determined pursuant to the
                 preceding provisions, shall be subject to the maximum
                 compensation limitations of Section 4.11.

          IN WITNESS WHEREOF, Chemed Corporation has caused its name to be
subscribed to this Amendment as of the 9/th/ day of March, 2001.

                                    CHEMED CORPORATION

                                    By: /s/ Naomi C. Dallob
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