Exhibit 3.3


                           CERTIFICATE OF AMENDMENT

                                      OF

                         CERTIFICATE OF INCORPORATION

                             OF ROTO-ROOTER, INC.


          Roto-Rooter, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware.

          DOES HEREBY CERTIFY:

          FIRST: That at a meeting of the Board of Directors of March 5, 2004
resolutions were duly adopted setting forth a proposed amendment to the
Certificate of Incorporation of said corporation, declaring said amendment to
be advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is
as follows:

          RESOLVED, That the Certificate of Incorporation of this corporation
              be amended by changing Article I thereof so that, as amended said
              Article shall be and read as follows:

          "The name of the corporation is Chemed Corporation."

          SECOND: That thereafter, pursuant to resolution of its Board of
Directors, an annual meeting of the stockholders of said corporation was duly
called and held on May 17, 2004 upon notice in accordance with Section 222 of
the General Corporation Law of the State of Delaware, at which meeting the
necessary number of shares as required by statute were voted in favor of the
amendment.






          THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

          FOURTH: That at a meeting of the Board of Directors on March 5,
2004, resolutions were duly adopted setting forth a proposed amendment to the
Certificate of Incorporation of said corporation, declaring said amendment to
be advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is
as follows:

          "RESOLVED, that the Certificate of Incorporation, as amended, of the
               Corporation be further amended by striking Article IV thereof in
               its entirety and substituting in lieu thereof the following new
               Article IV:

          ARTICLE IV. The total number of shares of stock which the
          Corporation shall have authority to issue is Forty Million
          (40,000,000), of which Forth Million (40,000,000) shares shall be
          Capital Stock with a par value of one dollar ($1.00) per share
          amounting in the aggregate to Forty Million Dollars ($40,000,000)."

          FIFTH: That thereafter, pursuant to resolution of its Board of
Directors, an annual meeting of said Corporation was duly called and held on
May 17, 2004 upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary
number of shares as required by statute were voted in favor of the amendment.

          SIXTH: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.




          IN WITNESS WHEREOF, said Roto-Rooter, Inc. has caused this
certificate to be signed by its President and Chief Executive Officer and
attested by its Secretary this 17th day of May, 2004.



                                                    ROTO-ROOTER, INC.


[SEAL]



Attest:


By:  /s/ Naomi C. Dallob                            By:  /s/ Kevin J. McNamara
     -----------------------                             -----------------------
            Secretary                                    President and
                                                         Chief Executive Officer