<Page>


    As filed with the Securities and Exchange Commission on November 12, 2004

                                                Registration No. 333-__________
===============================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                           ----------------------------
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ----------------------------

                                 OMNICARE, INC.
             (Exact name of registrant as specified in its charter)

        Delaware                               31-1001351
 (State of Incorporation)           (I.R.S. Employer Identification Number)

                                 OMNICARE, INC.
                           100 East RiverCenter Blvd.
                                   Suite 1600
                            Covington, Kentucky 41011
   (Address, including Zip code, and telephone number, including area code, of
                    registrant's principal executive offices)


                                 OMNICARE, INC.
                          2004 STOCK AND INCENTIVE PLAN
                            (Full title of the plan)


                                Cheryl D. Hodges
                               Corporate Secretary
                                 Omnicare, Inc.
                                   Suite 1600
                           100 East RiverCenter Blvd.
                            Covington, Kentucky 41011
                                 (859) 392-3300
            (Name, address, including Zip code, and telephone number,
                   including area code, of agent for service)

<TABLE>
<CAPTION>
                                                 CALCULATION OF REGISTRATION FEE
---------------------------- ---------------------- -------------------------- --------------------------  -----------------------
 Title of Securities to Be        Amount to be      Proposed Maximum Offering  Proposed Maximum Aggregate         Amount of
      Registered (1)             Registered (2)        Price Per Share (3)        Offering Price (3)           Registration Fee
---------------------------- ---------------------- -------------------------- --------------------------  -----------------------
<S>                             <C>                            <C>                     <C>                        <C>
  Common Stock, par value       9,974,652 shares               $31.02                  $309,413,705.04            $39,202.72
      $1.00 per share
---------------------------- ---------------------- -------------------------- --------------------------  -----------------------
</TABLE>



(1)    In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
       this Registration Statement also covers an indeterminate amount of plan
       interests to be offered pursuant to the employee benefit plan described
       herein.
(2)    In addition, pursuant to Rule 416(a) under the Securities Act of 1933,
       this Registration Statement also covers an indeterminate amount of shares
       of Common Stock that may be offered or sold as a result of any
       adjustments from stock splits, stock dividends or similar events.
(3)    Estimated solely for the purpose of calculating the registration fee in
       accordance with Rule 457(h)(1) on the basis of the average of the high
       and low prices of the Common Stock as reported on the New York Stock
       Exchange on November 11, 2004.





<Page>





                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s) containing information specified by Part I of this Form
S-8 Registration Statement (the "Registration Statement") will be sent or given
to participants in the plan listed on the cover of the Registration Statement
(the "Plan") as specified in Rule 428(b)(1) promulgated by the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act").
Such document(s) are not being filed with the Securities and Exchange Commission
but constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof), a prospectus that
meets the requirements of Section 10(a) of the Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents are incorporated herein by reference as of
their respective dates of filing:

         (a)   The Annual Report of the Company on Form 10-K for the fiscal year
               ended December 31, 2003 filed pursuant to Section 13(a) of the
               Securities Exchange Act of 1934 (the "Exchange Act");

         (b)   All other reports filed by the Company pursuant to Section 13(a)
               or 15(d) of the Exchange Act since December 31, 2003; and

         (c)   The description of the Company's Common Stock set forth in its
               Registration Statement on Form 8-A/A-1 (File No. 1-08269) filed
               on April 17, 1996 and in its Registration Statement on Form S-3
               filed on February 12, 2003, as amended.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold
hereunder shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

             Not applicable.

Item 5.  Interests of Named Experts and Counsel.

             Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Restated Certificate of Incorporation and separate Indemnification
Agreements provide for the indemnification of each director and officer of the
Company in connection with any claim, action, suit or legal proceeding brought
or threatened by reason of his or her position with the Company. In addition,
the General Corporation Law of the State of Delaware ("Delaware Law") permits
the Company to indemnify its directors, officers and others against judgments,
fines, amount paid in settlement and attorneys' fees resulting from various
types of legal actions or proceedings if the actions of the party being
indemnified meet the standards of conduct specified in the Delaware Law. In
addition, the Company maintains directors' and officers' liability insurance
policies.

                                       2




<Page>


Item 7.  Exemption from Registration Claimed.

             Not applicable.

Item 8.  Exhibits.

             See Index to Exhibits following signature pages.

Item 9.  Undertakings.

             (a) The undersigned registrant hereby undertakes:

                 (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                 (i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

                 (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

                 (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.

                 (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                 (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing

                                       3




<Page>




provisions, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                       4





<Page>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Covington, Commonwealth of Kentucky, on November 12,
2004.

                                            OMNICARE, INC.



                                            By: /s/ Cheryl D. Hodges
                                                ------------------------------
                                                Cheryl D. Hodges
                                                Corporate Secretary


                                       5





<Page>



                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each of the persons whose
signature appears below hereby constitutes and appoints Edward L. Hutton, Joel
F. Gemunder and Cheryl D. Hodges his or her true and lawful attorneys-in-fact
and agents, with full power of substitution, and each with power to act alone,
to sign and execute on behalf of the undersigned any and all amendments or
supplements to this Registration Statement, and to perform any acts necessary to
be done in order to file any and all such amendments and supplements with
exhibits thereto and other documents in any way connected therewith, with the
Securities and Exchange Commission, and each of the undersigned does hereby
ratify and confirm all that said attorneys-in-fact and agents, or their
substitutes, shall do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
Name                                  Title                               Date
<S>                                   <C>                                 <C>
/s/ Edward L. Hutton                  Chairman of the Board               November 12, 2004
--------------------
Edward L. Hutton


/s/ Joel F. Gemunder                  President and Chief Executive       November 12, 2004
--------------------                  Officer (principal executive
Joel F. Gemunder                      officer), and Director


/s/ John T. Crotty                    Director                            November 12, 2004
------------------
John T. Crotty


/s/ Charles H. Erhart, Jr.            Director                            November 12, 2004
--------------------------
Charles H. Erhart, Jr.


/s/ David W. Froesel, Jr.             Senior Vice President and Chief     November 12, 2004
-------------------------             Financial Officer (principal
David W. Froesel, Jr.                 financial officer and principal
                                      accounting officer), and Director


/s/ Sandra E. Laney                   Director                            November 12, 2004
-------------------
Sandra E. Laney


/s/ Andrea R. Lindell                 Director                            November 12, 2004
---------------------
Andrea R. Lindell


/s/ John H. Timoney                   Director                            November 12, 2004
-------------------
John H. Timoney


/s/ Amy Wallman                       Director                            November 12, 2004
---------------
Amy Wallman
</TABLE>

                                        6





<Page>



                                INDEX TO EXHIBITS

(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES:

    4.1   Restated Certificate of Incorporation of Omnicare, Inc. (as amended)
          (filed as Exhibit 3.1 to the Company's Annual Report on Form 10-K
          filed with the Securities and Exchange Commission on March 27, 2003
          and incorporated by reference herein)

    4.2   Second Amended and Restated Bylaws of Omnicare, Inc. (filed as Exhibit
          3.3 to the Company's Quarterly Report on Form 10-Q filed with the
          Securities and Exchange Commission on November 14, 2003 and
          incorporated by reference herein)

    4.3   Rights Agreement, and related exhibits, dated as of May 17, 1999,
          between Omnicare, Inc. and First Chicago Trust Company of New York, as
          Rights Agent (filed as Exhibit 4.1 to the Company's Current Report on
          Form 8-K filed with the Securities and Exchange Commission on May 18,
          1999 and incorporated by reference herein)

    4.4   $750.0 million Credit Agreement, dated as of June 13, 2003, by and
          among Omnicare, Inc., as Borrower, the lenders from time to time
          parties thereto, as Lenders, JP Morgan Chase Bank, as a Joint
          Syndication Agent, Wachovia Bank, National Association, as a Joint
          Documentation Agent, Lehman Commercial Paper Inc., as Joint
          Syndication Agent, UBS Securities LLC, as a Joint Documentation Agent,
          and SunTrust Bank as the Administrative Agent (filed as Exhibit 4.6 to
          the Company's Quarterly Report on Form 10-Q filed with the Securities
          and Exchange Commission on August 14, 2003 and incorporated by
          reference herein)

    4.5   Amended and Restated Trust Agreement of Omnicare Capital Trust, dated
          as of June 13, 2003 (filed as Exhibit 4.16 to the Company's Current
          Report on Form 8-K filed with the Securities and Exchange Commission
          on June 16, 2003 and incorporated by reference herein)

    4.6   Guarantee Agreement of Omnicare, Inc. relating to the Trust Preferred
          Income Equity Redeemable Securities, dated as of June 13, 2003 (filed
          as Exhibit 4.18 to the Company's Current Report on Form 8-K filed with
          the Securities and Exchange Commission on June 16, 2003 and
          incorporated by reference herein)

(5) OPINION RE LEGALITY

    5.1   Opinion of Dewey Ballantine LLP

(23) CONSENTS

    23.1  Consent of PricewaterhouseCoopers LLP

    23.2  Consent of Dewey Ballantine LLP (contained in opinion filed as
          Exhibit 5.1)

(24) POWERS OF ATTORNEY

    24.1  Power of Attorney (included on signature pages hereof)

                                       7
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{"company-data": {"conformed-name": "OMNICARE INC", "cik": "0000353230", "assigned-sic": "5912", "irs-number": "311001351", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-120450", "film-number": "041140612"}, "business-address": {"street1": "100 E RIVERCENTER BLVD", "street2": "STE 1600", "city": "COVINGTON", "state": "KY", "zip": "41101", "phone": "6063923300"}, "mail-address": {"street1": "100 E RIVERCENTER BLVD", "street2": "STE 1600", "city": "COVINGTON", "state": "KY", "zip": "41101"}}
As filed with the Securities and Exchange Commission on November 12, 2004

                                                Registration No. 333-__________
===============================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                           ----------------------------
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ----------------------------

                                 OMNICARE, INC.
             (Exact name of registrant as specified in its charter)

        Delaware                               31-1001351
 (State of Incorporation)           (I.R.S. Employer Identification Number)

                                 OMNICARE, INC.
                           100 East RiverCenter Blvd.
                                   Suite 1600
                            Covington, Kentucky 41011
   (Address, including Zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

                                 OMNICARE, INC.
                          2004 STOCK AND INCENTIVE PLAN
                            (Full title of the plan)

                                Cheryl D. Hodges
                               Corporate Secretary
                                 Omnicare, Inc.
                                   Suite 1600
                           100 East RiverCenter Blvd.
                            Covington, Kentucky 41011
                                 (859) 392-3300
            (Name, address, including Zip code, and telephone number,
                   including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
---------------------------- ---------------------- -------------------------- --------------------------  -----------------------
 Title of Securities to Be        Amount to be      Proposed Maximum Offering  Proposed Maximum Aggregate         Amount of
      Registered (1)             Registered (2)        Price Per Share (3)        Offering Price (3)           Registration Fee
---------------------------- ---------------------- -------------------------- --------------------------  -----------------------
Common Stock, par value       9,974,652 shares               $31.02                  $309,413,705.04            $39,202.72
      $1.00 per share
---------------------------- ---------------------- -------------------------- --------------------------  -----------------------
(1)    In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
       this Registration Statement also covers an indeterminate amount of plan
       interests to be offered pursuant to the employee benefit plan described
       herein.
(2)    In addition, pursuant to Rule 416(a) under the Securities Act of 1933,
       this Registration Statement also covers an indeterminate amount of shares
       of Common Stock that may be offered or sold as a result of any
       adjustments from stock splits, stock dividends or similar events.
(3)    Estimated solely for the purpose of calculating the registration fee in
       accordance with Rule 457(h)(1) on the basis of the average of the high
       and low prices of the Common Stock as reported on the New York Stock
       Exchange on November 11, 2004.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s) containing information specified by Part I of this Form
S-8 Registration Statement (the "Registration Statement") will be sent or given
to participants in the plan listed on the cover of the Registration Statement
(the "Plan") as specified in Rule 428(b)(1) promulgated by the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act").
Such document(s) are not being filed with the Securities and Exchange Commission
but constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof), a prospectus that
meets the requirements of Section 10(a) of the Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents are incorporated herein by reference as of
their respective dates of filing:

         (a)   The Annual Report of the Company on Form 10-K for the fiscal year
               ended December 31, 2003 filed pursuant to Section 13(a) of the
               Securities Exchange Act of 1934 (the "Exchange Act");

         (b)   All other reports filed by the Company pursuant to Section 13(a)
               or 15(d) of the Exchange Act since December 31, 2003; and

         (c)   The description of the Company's Common Stock set forth in its
               Registration Statement on Form 8-A/A-1 (File No. 1-08269) filed
               on April 17, 1996 and in its Registration Statement on Form S-3
               filed on February 12, 2003, as amended.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold
hereunder shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

             Not applicable.

Item 5.  Interests of Named Experts and Counsel.

             Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Restated Certificate of Incorporation and separate Indemnification
Agreements provide for the indemnification of each director and officer of the
Company in connection with any claim, action, suit or legal proceeding brought
or threatened by reason of his or her position with the Company. In addition,
the General Corporation Law of the State of Delaware ("Delaware Law") permits
the Company to indemnify its directors, officers and others against judgments,
fines, amount paid in settlement and attorneys' fees resulting from various
types of legal actions or proceedings if the actions of the party being
indemnified meet the standards of conduct specified in the Delaware Law. In
addition, the Company maintains directors' and officers' liability insurance
policies.

                                       2
Item 7.  Exemption from Registration Claimed.

             Not applicable.

Item 8.  Exhibits.

             See Index to Exhibits following signature pages.

Item 9.  Undertakings.

             (a) The undersigned registrant hereby undertakes:

                 (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                 (i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

                 (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

                 (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.

                 (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                 (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing

                                       3
provisions, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                       4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Covington, Commonwealth of Kentucky, on November 12,
2004.

                                            OMNICARE, INC.

                                            By: /s/ Cheryl D. Hodges
                                                ------------------------------
                                                Cheryl D. Hodges
                                                Corporate Secretary

                                       5
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each of the persons whose
signature appears below hereby constitutes and appoints Edward L. Hutton, Joel
F. Gemunder and Cheryl D. Hodges his or her true and lawful attorneys-in-fact
and agents, with full power of substitution, and each with power to act alone,
to sign and execute on behalf of the undersigned any and all amendments or
supplements to this Registration Statement, and to perform any acts necessary to
be done in order to file any and all such amendments and supplements with
exhibits thereto and other documents in any way connected therewith, with the
Securities and Exchange Commission, and each of the undersigned does hereby
ratify and confirm all that said attorneys-in-fact and agents, or their
substitutes, shall do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Name                                  Title                               Date
/s/ Edward L. Hutton                  Chairman of the Board               November 12, 2004
--------------------
Edward L. Hutton

/s/ Joel F. Gemunder                  President and Chief Executive       November 12, 2004
--------------------                  Officer (principal executive
Joel F. Gemunder                      officer), and Director

/s/ John T. Crotty                    Director                            November 12, 2004
------------------
John T. Crotty

/s/ Charles H. Erhart, Jr.            Director                            November 12, 2004
--------------------------
Charles H. Erhart, Jr.

/s/ David W. Froesel, Jr.             Senior Vice President and Chief     November 12, 2004
-------------------------             Financial Officer (principal
David W. Froesel, Jr.                 financial officer and principal
                                      accounting officer), and Director

/s/ Sandra E. Laney                   Director                            November 12, 2004
-------------------
Sandra E. Laney

/s/ Andrea R. Lindell                 Director                            November 12, 2004
---------------------
Andrea R. Lindell

/s/ John H. Timoney                   Director                            November 12, 2004
-------------------
John H. Timoney

/s/ Amy Wallman                       Director                            November 12, 2004
---------------
Amy Wallman
6
INDEX TO EXHIBITS

(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES:

    4.1   Restated Certificate of Incorporation of Omnicare, Inc. (as amended)
          (filed as Exhibit 3.1 to the Company's Annual Report on Form 10-K
          filed with the Securities and Exchange Commission on March 27, 2003
          and incorporated by reference herein)

    4.2   Second Amended and Restated Bylaws of Omnicare, Inc. (filed as Exhibit
          3.3 to the Company's Quarterly Report on Form 10-Q filed with the
          Securities and Exchange Commission on November 14, 2003 and
          incorporated by reference herein)

    4.3   Rights Agreement, and related exhibits, dated as of May 17, 1999,
          between Omnicare, Inc. and First Chicago Trust Company of New York, as
          Rights Agent (filed as Exhibit 4.1 to the Company's Current Report on
          Form 8-K filed with the Securities and Exchange Commission on May 18,
          1999 and incorporated by reference herein)

    4.4   $750.0 million Credit Agreement, dated as of June 13, 2003, by and
          among Omnicare, Inc., as Borrower, the lenders from time to time
          parties thereto, as Lenders, JP Morgan Chase Bank, as a Joint
          Syndication Agent, Wachovia Bank, National Association, as a Joint
          Documentation Agent, Lehman Commercial Paper Inc., as Joint
          Syndication Agent, UBS Securities LLC, as a Joint Documentation Agent,
          and SunTrust Bank as the Administrative Agent (filed as Exhibit 4.6 to
          the Company's Quarterly Report on Form 10-Q filed with the Securities
          and Exchange Commission on August 14, 2003 and incorporated by
          reference herein)

    4.5   Amended and Restated Trust Agreement of Omnicare Capital Trust, dated
          as of June 13, 2003 (filed as Exhibit 4.16 to the Company's Current
          Report on Form 8-K filed with the Securities and Exchange Commission
          on June 16, 2003 and incorporated by reference herein)

    4.6   Guarantee Agreement of Omnicare, Inc. relating to the Trust Preferred
          Income Equity Redeemable Securities, dated as of June 13, 2003 (filed
          as Exhibit 4.18 to the Company's Current Report on Form 8-K filed with
          the Securities and Exchange Commission on June 16, 2003 and
          incorporated by reference herein)

(5) OPINION RE LEGALITY

    5.1   Opinion of Dewey Ballantine LLP

(23) CONSENTS

    23.1  Consent of PricewaterhouseCoopers LLP

    23.2  Consent of Dewey Ballantine LLP (contained in opinion filed as
          Exhibit 5.1)

(24) POWERS OF ATTORNEY

    24.1  Power of Attorney (included on signature pages hereof)

                                       7