<PAGE>

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12, 2000
                                                           Registration No. 333-
--------------------------------------------------------------------------------

                       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 or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

                           100 EAST RIVERCENTER BLVD.
                            COVINGTON, KENTUCKY 41011
                    (Address of Principal Executive Offices)

                                 --------------

                        OMNICARE, INC. STOCKPLUS PROGRAM
                            (Full Title of the Plan)

                                CHERYL D. HODGES,
                                    SECRETARY

                                 OMNICARE, INC.
                                   SUITE 1600
                           100 EAST RIVERCENTER BLVD.
                            COVINGTON, KENTUCKY 41011

                                 (606) 392-3300
 (Name, address and telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                    PROPOSED MAXIMUM       PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE      AMOUNT TO BE        OFFERING PRICE PER     AGGREGATE OFFERING          AMOUNT OF
        REGISTERED              REGISTERED               SHARE                   PRICE            REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
<S>                              <C>                    <C>                 <C>                      <C>
 COMMON STOCK, par value         2,500,000              $15.6875            $39,218,750 (2)          $10,353.75
    $1.00 per share(l)
----------------------------------------------------------------------------------------------------------------------
</TABLE>

-------------------------
(1)  There are also being registered hereunder an equal number of Purchase
     Rights, which are currently attached to and transferable only with the
     Common Stock registered hereby, issuable pursuant to the Registrant's
     Stockholder Rights Plan.

(2)  Calculated in accordance with Rule 457(h)(1) of the Securities Act of 1933,
     as amended (the "Securities Act") based on the average of the high and low
     price of the Common Stock as reported on the New York Stock Exchange on May
     10, 2000.








<PAGE>




                                     PART I

ITEM 1.     PLAN INFORMATION.*

ITEM 2.     REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*




























-----------------
*  Information required by Part I to be contained in the Section 10(a)
   prospectus is omitted from this Registration Statement in accordance
   with Rule 428 under the Securities Act, and the "Note" to Part I of
   Form S-8.






                                                                               1








<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, which have been filed by Omnicare, Inc., a Delaware
corporation ("Omnicare"), with the Securities and Exchange Commission (the
"Commission"), are incorporated by reference herein and shall be deemed a part
hereof:

(a)      The Annual Report of Omnicare on Form 10-K for the fiscal year ended
         December 31, 1999, filed pursuant to Section 13(a) or 15(d) of the
         Securities Exchange Act of 1934 (the "Exchange Act").

(b)      All other reports filed by Omnicare pursuant to Section 13(a) or 15(d)
         of the Exchange Act since December 31, 1999.

(c)      The description of Omnicare's Common Stock set forth in Omnicare's
         Registration Statement on Form 8-A/A-1 (File No. 1-8269) filed with
         the Commission on April 17, 1996.

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

Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF THE SECURITIES.

Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

The legality of the securities offered hereby has been passed upon for Omnicare
by Peter Laterza, Vice President and General Counsel of Omnicare, who owns
beneficially 7,253 shares of Omnicare's Common Stock and has options to purchase
33,375 shares of the Omnicare's Common Stock that are not currently exercisable.



                                                                               2










<PAGE>




ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Restated Certificate of Incorporation, as amended, and Amended Bylaws of
Omnicare, and separate Indemnification Agreements, provide for the
indemnification of each director and officer of Omnicare in connection with any
claim, action, suit or legal proceeding brought or threatened by reason of his
or her position with Omnicare. In addition, the General Corporation Law of the
State of Delaware ("Delaware Law") permits Omnicare to indemnify its directors,
officers and others against judgments, fines, amounts 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, Omnicare maintains directors' and officers' liability insurance
policies.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT NUMBER    DESCRIPTION
--------------    -------------------------------------------------------------------
<S>               <C>
4.1               Restated Certificate of Incorporation of Omnicare
                  (incorporated herein by reference to Omnicare's
                  Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1996).

4.2               Certificate of Amendment of Omnicare's Restated Certificate of
                  Incorporation (incorporated herein by reference to Omnicare's
                  Registration Statement on Form S-4 (File No. 333-53749), filed
                  with the Commission on May 27, 1998).

4.3               Amended Bylaws of the Omnicare (incorporated herein by
                  reference to Omnicare's Registration Statement on Form S-3
                  (File No. 333-64441), filed with the Commission on September
                  28, 1998).

4.4               Omnicare, Inc. StockPlus Program.

5                 Opinion of Peter Laterza, as to the legality of the securities
                  to be registered.

23.1              Consent of PricewaterhouseCoopers LLP.

23.2              Consent of Ernst & Young LLP.

23.3              Consent of Arthur Andersen LLP.

23.4              Consent of Peter Laterza (contained in the opinion filed as Exhibit 5).

24                Power of Attorney (included on the signature pages hereof).


ITEM 9.           UNDERTAKINGS.

The undersigned registrant hereby undertakes:


                                                                               3








<PAGE>






      (a)   (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

            (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 set forth in the 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
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 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.

            (2) That, for the purpose of determining any liability under the
Securities Act, 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) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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



                                                                               4









<PAGE>




indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.












                                                                               5










<PAGE>






                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Omnicare 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 town
of Covington, Commonwealth of Kentucky, on the 12th day of May, 2000.

                                                              OMNICARE, INC.



                                       By  /s/ Peter Laterza
                                       -------------------------------
                                       Peter Laterza,
                                       Vice President and General Counsel



                                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 connection 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>
<TABLE>
<CAPTION>
SIGNATURE                                TITLE                                  DATE
------------------------------------     ----------------------------------     ----------------------
<S>                                      <C>                                    <C>
                                         Chairman and Director                  May 12, 2000
   /s/ Edward L. Hutton                  (Principal Executive Officer)
---------------------------
Edward L. Hutton

                                         President and Director                 May 12, 2000
   /s/ Joel F. Gemunder                  (Principal Executive Officer)
---------------------------
Joel F. Gemunder

                                         Senior Vice President and Chief        May 12, 2000
                                         Financial Officer
                                         (Principal Financial Officer and
   /s/ David W. Froesel, Jr.             Principal Accounting Officer)
---------------------------------------
David W. Froesel, Jr.

</TABLE>









<PAGE>





<TABLE>
<CAPTION>
SIGNATURE                                TITLE                                  DATE
------------------------------------     ----------------------------------     ----------------------
<S>                                      <C>                                    <C>

   /s/ Timothy E. Bien                   Director                               May 12, 2000
------------------------------------
Timothy E. Bien

   /s/ Charles H. Erhart, Jr.            Director                               May 12, 2000
------------------------------------
Charles H. Erhart, Jr.

   /s/ Mary Lou Fox                      Director                               May 12, 2000
------------------------------------
Mary Lou Fox

   /s/ Cheryl D. Hodges                  Director                               May 12, 2000
------------------------------------
Cheryl D. Hodges

   /s/ Thomas C. Hutton                  Director                               May 12, 2000
------------------------------------
Thomas C. Hutton

   /s/ Patrick E. Keefe                  Director                               May 12, 2000
------------------------------------
Patrick E. Keefe

   /s/ Sandra E. Laney                   Director                               May 12, 2000
------------------------------------
Sandra E. Laney

   /s/ Andrea R. Lindell                 Director                               May 12, 2000
------------------------------------
Andrea R. Lindell, DNSc, RN

   /s/ Sheldon Margen                    Director                               May 12, 2000
------------------------------------
Sheldon Margen, M.D.

   /s/ Kevin J. McNamara                 Director                               May 12, 2000
------------------------------------
Kevin J. McNamara
</TABLE>









<PAGE>





                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

EXHIBIT NUMBER      DESCRIPTION
--------------      -----------
<C>                 <C>
4.1                 Restated Certificate of Incorporation of Omnicare
                    (incorporated herein by reference to Omnicare's
                    Annual Report on Form 10-K for the fiscal year
                    ended December 31, 1996).

4.2                 Certificate of Amendment of Omnicare's Restated Certificate
                    of Incorporation (incorporated herein by reference to
                    Omnicare's Registration Statement on Form S-4 (File No.
                    333-53749), filed with the Commission on May 27, 1998).

4.3                 Amended Bylaws of Omnicare (incorporated herein by reference
                    to Omnicare's Registration Statement on Form S-3 (File No.
                    333-64441), filed with the Commission on September 28,
                    1998).

4.4                 Omnicare, Inc. StockPlus Program.

5                   Opinion of Peter Laterza, as to the legality of the
                    securities to be registered.

23.1                Consent of PricewaterhouseCoopers LLP.

23.2                Consent of Ernst & Young LLP.

23.3                Consent of Arthur Andersen LLP

23.4                Consent of Peter Laterza (contained in the opinion filed as
                    Exhibit 5).

24                  Power of Attorney (included on the signature pages hereof).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "OMNICARE,INC. S-8", "secsgml_size_bytes": 18860}]
{"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": "333-36874", "film-number": "628638"}, "business-address": {"street1": "100 E RIVERCENTER BLVD", "street2": "STE 1600", "city": "COVINGTON", "state": "KY", "zip": "41011", "phone": "6063923300"}, "mail-address": {"street1": "100 E RIVERCENTER BLVD", "street2": "STE 1600", "city": "COVINGTON", "state": "KY", "zip": "41011"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12, 2000
                                                           Registration No. 333-
--------------------------------------------------------------------------------

                       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 or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

                           100 EAST RIVERCENTER BLVD.
                            COVINGTON, KENTUCKY 41011
                    (Address of Principal Executive Offices)

                                 --------------

                        OMNICARE, INC. STOCKPLUS PROGRAM
                            (Full Title of the Plan)

                                CHERYL D. HODGES,
                                    SECRETARY

                                 OMNICARE, INC.
                                   SUITE 1600
                           100 EAST RIVERCENTER BLVD.
                            COVINGTON, KENTUCKY 41011

                                 (606) 392-3300
 (Name, address and telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
                                                    PROPOSED MAXIMUM       PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE      AMOUNT TO BE        OFFERING PRICE PER     AGGREGATE OFFERING          AMOUNT OF
        REGISTERED              REGISTERED               SHARE                   PRICE            REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
COMMON STOCK, par value         2,500,000              $15.6875            $39,218,750 (2)          $10,353.75
    $1.00 per share(l)
----------------------------------------------------------------------------------------------------------------------
-------------------------
(1)  There are also being registered hereunder an equal number of Purchase
     Rights, which are currently attached to and transferable only with the
     Common Stock registered hereby, issuable pursuant to the Registrant's
     Stockholder Rights Plan.

(2)  Calculated in accordance with Rule 457(h)(1) of the Securities Act of 1933,
     as amended (the "Securities Act") based on the average of the high and low
     price of the Common Stock as reported on the New York Stock Exchange on May
     10, 2000.
PART I

ITEM 1.     PLAN INFORMATION.*

ITEM 2.     REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

-----------------
*  Information required by Part I to be contained in the Section 10(a)
   prospectus is omitted from this Registration Statement in accordance
   with Rule 428 under the Securities Act, and the "Note" to Part I of
   Form S-8.

                                                                               1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, which have been filed by Omnicare, Inc., a Delaware
corporation ("Omnicare"), with the Securities and Exchange Commission (the
"Commission"), are incorporated by reference herein and shall be deemed a part
hereof:

(a)      The Annual Report of Omnicare on Form 10-K for the fiscal year ended
         December 31, 1999, filed pursuant to Section 13(a) or 15(d) of the
         Securities Exchange Act of 1934 (the "Exchange Act").

(b)      All other reports filed by Omnicare pursuant to Section 13(a) or 15(d)
         of the Exchange Act since December 31, 1999.

(c)      The description of Omnicare's Common Stock set forth in Omnicare's
         Registration Statement on Form 8-A/A-1 (File No. 1-8269) filed with
         the Commission on April 17, 1996.

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

Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF THE SECURITIES.

Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

The legality of the securities offered hereby has been passed upon for Omnicare
by Peter Laterza, Vice President and General Counsel of Omnicare, who owns
beneficially 7,253 shares of Omnicare's Common Stock and has options to purchase
33,375 shares of the Omnicare's Common Stock that are not currently exercisable.

                                                                               2
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Restated Certificate of Incorporation, as amended, and Amended Bylaws of
Omnicare, and separate Indemnification Agreements, provide for the
indemnification of each director and officer of Omnicare in connection with any
claim, action, suit or legal proceeding brought or threatened by reason of his
or her position with Omnicare. In addition, the General Corporation Law of the
State of Delaware ("Delaware Law") permits Omnicare to indemnify its directors,
officers and others against judgments, fines, amounts 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, Omnicare maintains directors' and officers' liability insurance
policies.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.
EXHIBIT NUMBER    DESCRIPTION
--------------    -------------------------------------------------------------------
4.1               Restated Certificate of Incorporation of Omnicare
                  (incorporated herein by reference to Omnicare's
                  Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1996).

4.2               Certificate of Amendment of Omnicare's Restated Certificate of
                  Incorporation (incorporated herein by reference to Omnicare's
                  Registration Statement on Form S-4 (File No. 333-53749), filed
                  with the Commission on May 27, 1998).

4.3               Amended Bylaws of the Omnicare (incorporated herein by
                  reference to Omnicare's Registration Statement on Form S-3
                  (File No. 333-64441), filed with the Commission on September
                  28, 1998).

4.4               Omnicare, Inc. StockPlus Program.

5                 Opinion of Peter Laterza, as to the legality of the securities
                  to be registered.

23.1              Consent of PricewaterhouseCoopers LLP.

23.2              Consent of Ernst & Young LLP.

23.3              Consent of Arthur Andersen LLP.

23.4              Consent of Peter Laterza (contained in the opinion filed as Exhibit 5).

24                Power of Attorney (included on the signature pages hereof).

ITEM 9.           UNDERTAKINGS.

The undersigned registrant hereby undertakes:

                                                                               3
(a)   (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

            (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 set forth in the 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
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 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.

            (2) That, for the purpose of determining any liability under the
Securities Act, 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) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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

                                                                               4
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                                                               5
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Omnicare 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 town
of Covington, Commonwealth of Kentucky, on the 12th day of May, 2000.

                                                              OMNICARE, INC.

                                       By  /s/ Peter Laterza
                                       -------------------------------
                                       Peter Laterza,
                                       Vice President and General Counsel

                                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 connection 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.
SIGNATURE                                TITLE                                  DATE
------------------------------------     ----------------------------------     ----------------------
Chairman and Director                  May 12, 2000
   /s/ Edward L. Hutton                  (Principal Executive Officer)
---------------------------
Edward L. Hutton

                                         President and Director                 May 12, 2000
   /s/ Joel F. Gemunder                  (Principal Executive Officer)
---------------------------
Joel F. Gemunder

                                         Senior Vice President and Chief        May 12, 2000
                                         Financial Officer
                                         (Principal Financial Officer and
   /s/ David W. Froesel, Jr.             Principal Accounting Officer)
---------------------------------------
David W. Froesel, Jr.
SIGNATURE                                TITLE                                  DATE
------------------------------------     ----------------------------------     ----------------------
/s/ Timothy E. Bien                   Director                               May 12, 2000
------------------------------------
Timothy E. Bien

   /s/ Charles H. Erhart, Jr.            Director                               May 12, 2000
------------------------------------
Charles H. Erhart, Jr.

   /s/ Mary Lou Fox                      Director                               May 12, 2000
------------------------------------
Mary Lou Fox

   /s/ Cheryl D. Hodges                  Director                               May 12, 2000
------------------------------------
Cheryl D. Hodges

   /s/ Thomas C. Hutton                  Director                               May 12, 2000
------------------------------------
Thomas C. Hutton

   /s/ Patrick E. Keefe                  Director                               May 12, 2000
------------------------------------
Patrick E. Keefe

   /s/ Sandra E. Laney                   Director                               May 12, 2000
------------------------------------
Sandra E. Laney

   /s/ Andrea R. Lindell                 Director                               May 12, 2000
------------------------------------
Andrea R. Lindell, DNSc, RN

   /s/ Sheldon Margen                    Director                               May 12, 2000
------------------------------------
Sheldon Margen, M.D.

   /s/ Kevin J. McNamara                 Director                               May 12, 2000
------------------------------------
Kevin J. McNamara
EXHIBIT INDEX
EXHIBIT NUMBER      DESCRIPTION
--------------      -----------
4.1                 Restated Certificate of Incorporation of Omnicare
                    (incorporated herein by reference to Omnicare's
                    Annual Report on Form 10-K for the fiscal year
                    ended December 31, 1996).

4.2                 Certificate of Amendment of Omnicare's Restated Certificate
                    of Incorporation (incorporated herein by reference to
                    Omnicare's Registration Statement on Form S-4 (File No.
                    333-53749), filed with the Commission on May 27, 1998).

4.3                 Amended Bylaws of Omnicare (incorporated herein by reference
                    to Omnicare's Registration Statement on Form S-3 (File No.
                    333-64441), filed with the Commission on September 28,
                    1998).

4.4                 Omnicare, Inc. StockPlus Program.

5                   Opinion of Peter Laterza, as to the legality of the
                    securities to be registered.

23.1                Consent of PricewaterhouseCoopers LLP.

23.2                Consent of Ernst & Young LLP.

23.3                Consent of Arthur Andersen LLP

23.4                Consent of Peter Laterza (contained in the opinion filed as
                    Exhibit 5).

24                  Power of Attorney (included on the signature pages hereof).