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NeighborCare, Inc.

601 East Pratt Street

Baltimore, MD 21202

(410) 528-7300

August 4, 2005

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

United States Securities and Exchange Commission

Mail Stop 6010

Washington, DC  20549

Re:                               NeighborCare, Inc.

Form 10-K for the fiscal year
ended September 30, 2004

File No. 000-33217

Dear Mr. Rosenberg:

This letter sets forth the response of NeighborCare, Inc. (the “Company”
or “we” or “our”) to the comments of the staff of the United States Securities
and Exchange Commission (the “Commission”) contained in your letter dated July 21,
2005.  The Company’s responses set forth
below correspond to the comments as numbered in the staff’s letter.

We would like to bring to your attention that on July 28, 2005, we
filed a Form 15 with the Commission terminating the registration of our
Common Stock and Senior Subordinated Notes due 2013.  The Form 15 was filed in connection with
Omnicare’s purchase of all of our outstanding common stock, after which we
became a wholly-owned subsidiary of Omnicare.
As a result, we will no longer be subject to the periodic reporting
requirements of the Securities Exchange Act of 1934.

Item 1:
Business

1.               We believe your
disclosures regarding “Revenue Sources” could be improved as it related to
collecting co-payments.  Please tell us
your policy for collecting co-payments.

Company Response:

Co-payments are considered revenues from “self-pay
patients” which refers to patients who fund their own prescription
benefits.  When our service is performed
and/or product delivered, we invoice the patient for the portion of the invoice
that their insurance carrier determines is payable by the patient.  That invoice is then subject to the “Aging
Method” of evaluating doubtful accounts which is described in our Form 10-K
under “Significant Accounting Policies” and to the collection process outlined
in our response to your comment #4 below.

Item 7:
Management’s Discussion and Analysis of Operations and Financial
Condition Results of Operations

Reasons for Non-GAAP Financial Disclosure, page 44

2.               Please refer to
your disclosure of the non-GAAP financial measures EBITDA and EBITDA as a % of
net revenue in Selected Financial Data and EBITDA in your discussion of Segment
Results.  The elimination of recurring
items from the most comparable GAAP measure appears to have the effect of
smoothing earnings.  While the
acceptability of non-GAAP financial measure that eliminates recurring items
from the most comparable GAAP measure depends on all facts and circumstances,
we do not believe that a non-GAAP measure that has the effect of smoothing
earnings is appropriate.  In addition, we
note that the items you exclude have the following attributes.

•                  There
is a past pattern of these items occurring in each reporting period;

•                  The
financial impact of these items will not disappear or become immaterial in the
future; and

•                  There
is no unusual reason that the company can substantiate to identify the special
nature of these items.

These attributes raise significant questions
about management’s assertions as the usefulness of this measure for investors
and the appropriateness of its presentation in accordance with Item 10(e) of
Regulation S-K.  Please refer to
Questions 8 and 9 of “Frequently Asked Questions Regarding the Use of Non-GAAP
Financial Measures” on our website at
www.sec.gov/divisions/corpfin/faqs/nongaapfag.htm that we issued on June 13,
2003.  Please explain to us how your
disclosure complies with Item 10(e) of Regulation S-K.

Company Response:

We feel that our disclosure of EBITDA as a
non-GAAP financial measure is compliant with Item 10(e) of Regulation SK
as a result of the following:

a.               Comparable GAAP
financial measures are presented with equal prominence in the tables and
discussions to EBITDA;

b.              For each reference
of EBITDA, a reconciliation to the most comparable GAAP financial measure is
included and disclosed;

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c.               We have disclosed
our reasons for including the non-GAAP financial measure of EBITDA in “Reasons
for non-GAAP Financial Disclosure;” and

d.              We do not exclude
any non-recurring items in an attempt to smooth earnings.

We are required by the investor community and
the provisions of our debt covenants to provide earnings amounts based upon
EBITDA.  To assist such users of our
financial statements in calculating EBITDA, we provide our calculation of
EBITDA in our periodic filings.

3.               Further, you
disclose that you use EBITDA as a financial measure to assess the performance
of your business and operating segments.
Please tell us why EBITDA is disclosed as an operating segment financial
measure in MD&A and not in Note 19, Segment Information.  Please explain to us how you plan to correct
this inconsistency.

Company Response:

Internally we measure the performance of our
operating segments using operating income and EBITDA and such results are
included in our discussions of the results of operations of our operating
segments in MD&A, and are presented for additional analysis.  We present operating income as our reported
measure of the performance of our operating segments in the notes to our
consolidated financial statements, which is a measure used by our chief
operating decision maker for purposes of assessing the profitability of the
segment and assigning resources to the segment. We considered paragraph 30 of
SFAS No. 131 and believe that operating income is determined in accordance
with the measurement principles most consistent with our consolidated financial
statements. Quarterly we evaluate the requirements of SFAS 131 in conjunction
with our management reporting and internal evaluation process.

Liquidity and Capital Resources, page 51

4.               Please provide us
information in disclosure-type format to help us evaluate the adequacy of your
disclosure of the steps  you take in
collection accounts receivable when a receivable is recorded as a bad debt and
when a write off is recorded including the threshold (amount and age) for
account balance write-offs.

Company Response:

Our accounts receivable consist of amounts
due from patients, private third-party insurers, long-term care facilities or
federal reimbursement programs (Medicare/Medicaid).  Amounts billed to private third-party
insurers and Medicaid are subject to the timely filing requirements of the
particular program.

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Should our billings to the state not meet the
timely-filing requirements, the amount is written off as uncollectible.  We specifically identify Medicare/Medicaid claims
that remain un-reimbursed by a review of those accounts’ aging.

For all other billings, we review the
accounts agings to determine if the specific accounts are in need of
investigation.  We begin reserving our
accounts receivable balances for uncollectibility when their agings exceed 90
days.  Our reserve is applied using
increasing percentages based upon the aging such that any account not in
litigation whose aging exceeds 1 year is reserved at least 90% and any account
exceeding two years is fully reserved for collectibility.  Typically, when an account’s aging exceeds
180 days and there are no subjective circumstances related to the
collectibility of the account, the account is referred to a third-party
collection agency for further collection efforts.  Should the collection agency recommend that
the account is uncollectible, we will ensure that the account is written off in
full.

Consolidation Financial Statements, page F-1

Notes to Consolidated Financial Statements

Significant Accounting Policies

Revenue Recognition/Contractual Allowances, page 55

5.               We believe that
your disclosures as it relates to contractual adjustments and receivables could
be improved.  Please provide us the
following information in disclosure-type format to help us evaluate the
adequacy of your disclosure:

a.               For each period
presented, provide the amount of changes in estimates of prior period
contractual adjustments that you recorded during the current period.  For example, for the fiscal year ended 2004,
this amount would represent the amount of the difference between the 2003
estimates of contractual adjustments recorded for unsettled amounts of the
actual settlement amount (or new estimate if not settled) recorded during 2004.

b.              Please quantify the
reasonably possible effects that a change in estimate of contractual
adjustments on unsettled amounts as of the latest balance sheet date could have
on financial position and operations.

c.               Provide in a
comparative tabular format, the payor mix concentrations and related aging of
accounts receivable.  The aging schedule may
be based on management’s own reporting

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criteria (i.e. unbilled, less than 30 days,
30 to 60 days etc) or some other reasonable presentation.  At a minimum, indicate the past due amounts
and a breakdown by payor classification (i.e. Medicare, Medicaid, Managed Care
and Other, Self-pay).  We would expect
Self-pay to be separately classified from any other grouping.  If your billing system does not have the
capacity to provide an aging schedule of your receivables, clarify how
this affects your ability to estimate your allowance for bad debts.

d.              If you have amounts
that are pending approval from third party payors (i.e. Medicaid Pending) that
are classified outside of self-pay, explain why this classification why this
classification is appropriate.  In
addition, please explain the balances of such amounts, where they have been
classified in your aging buckets (by age and payor classification), and the
historical percentage of amounts that get reclassified into self-pay.

Company Response:

a. In addressing this comment, it is helpful
for us to review with the Staff our method of adjusting for and estimating
contractual allowances.  Our billings to
certain payors (Medicaid and Third-Party) are billed using “usual and customary”
charges. Typically, we receive payments from Medicaid and Third-Party payors
equal to the lower of usual and customary or contracted amounts.  This resulting difference is known as a contractual
adjustment.

Contractual adjustments are recorded based
upon historical 60-day average collection rates (cash versus
billing).  We estimate the contractual
adjustment on current month’s revenue based upon the trailing 60-day
average actual contractual rates.    Uncollected accounts receivable from prior
periods are also reserved for contractual adjustment using the current (60-day
average rate)_contractual rate.

The following table represents our
contractual reserve percentage of Medicaid and Third Party receivables for each
of the six fiscal quarters prior to September 30, 2004:

  Q3 FY 03

  20.3

  %

  Q4 FY 03

  19.1

  %

  Q1 FY 04

  20.1

  %

  Q2 FY 04

  20.4

  %

  Q3 FY 04

  19.0

  %

  Q4 FY 04

  19.4

  %

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b. As of September 30, 2004, a 1% change
in our estimate of contractual adjustments would have resulted in a $1.1
million change to our statement of financial position and statement of
operations.

c. The following table summarizes our trade
accounts receivable (net of contractual adjustments and allowances for doubtful
accounts) agings by payor (in thousands) which are aged as of the initial
service date at September 30, 2004:

  PAYOR

  TYPE

  CURRENT

  31-60

  61-90

  91-120

  121-

  150

  151-

  180

  181-

  365

  366-

  730

  > 730

  Total

  A/R

  Facility

  48,575

  13,398

  10,082

  5,842

  4,355

  3,049

  7,489

  3,969

  2,248

  99,006

  Private Pay

  16,264

  1,897

  3,682

  2,316

  1,643

  1,205

  3,394

  2,088

  374

  32,862

  Medicaid

  31,794

  8,878

  3,281

  2,394

  1,369

  1,603

  3,755

  1,594

  306

  54,974

  Medicare B

  1,336

  798

  576

  782

  251

  570

  655

  251

  81

  5,299

  Third Party

  14,743

  7,178

  3,068

  1,816

  756

  1,564

  3,509

  1,129

  (38

  )

  33,725

  Litigation

  64

  65

  49

  55

  48

  45

  231

  244

  (31

  )

  770

  Total

  112,776

  32,213

  20,737

  13,205

  8,421

  8,037

  19,033

  9,274

  2,940

  226,636

d. At September 30, 2004 all of our
amounts that were pending third-party payor approval were classified as private
pay (self pay).

*  *  *  *

Based upon the responses provided herein in regard to the Commission’s
comments to the Company’s Form 10-K for the fiscal year ended September 30,
2004, I believe the Company has satisfied the Commission’s request.

Additionally, the Company acknowledges that:

•                  The
Company is responsible for the adequacy and accuracy of the disclosure in the
filings;

•                  Staff
comments or changes to disclosure in response to staff comments in response do
not foreclose the Commission from taking any action with respect to the filing;
and

•                  The
Company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States

Should you have any additional comments or questions, please contact me
at (410) 528-7300.

  Very truly yours,

  /s/ Richard W. Hunt

  Richard W. Hunt

  Senior Vice President and

  Chief Financial Officer

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