SecProbe.io

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February 23, 2005

Via Facsimile at (212) 259-7863 and U.S. Mail

Michelle Rutta, Esq.
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019-6092

Re:	Omnicare Capital Trust I, Inc.
	Schedule TO-T filed February 7, 2005
      File No. 5-80344

      Omnicare, Inc.
      Form S-4 filed February 7, 2005
      File No. 333-122602

Dear Ms. Rutta:

	We have the following comments on your filing.  The scope of
our review has been limited to the terms of the exchange offer.

Cover Page

1. Please obtain the required legality and tax opinions.  Your
legality opinion should address the New Trust PIERS, the
guarantees and the underlying common stock.  Your tax opinion should
address should be clear as to the degree of uncertainty associated with
the tax consequences of the exchange offer.  Please be advised that if
Counsel provides either a long or short form opinion,
corresponding changes will have to be made to your Material Tax
Consequences section.

2. Please specify the amount of common stock issuable upon
conversion of the new securities in the calculation of registration
fee table and include this amount on the cover page of the prospectus.

3. The preliminary prospectus disseminated to security holders in
an early commencement exchange offer must be complete and contain all
required information.  Accordingly, please revise the red herring
legend to accurately reflect that the information is complete.
Please see question I.E.2 of the July 2001 Supplement to the Division of
Corporation Finance`s Manual of Publicly Available Telephone
Interpretations, which is available on our website at www.sec.gov.

4. Include a brief description of your reasons for undertaking the
exchange offer, including reference to EITF No. 04-08.

Documents Incorporated by Reference into this Prospectus, page 1

5. You state that you incorporate by reference any further filings
until the date of expiration.  Please advise us of your authority
for such "forward" incorporation by reference.  We note that Schedule
TO does not expressly authorize forward incorporation by reference;
in fact, the tender offer rules, including Rule 13e-4(c)(3), mandate
that new material information be provided in an amended Schedule
TO.  Please revise as appropriate.

Safe Harbor Statement, page 3

6. Statements made in connection with tender offers are
specifically excluded from the safe harbor protections of the Private
Securities Litigation Reform Act of 1995.  See Section 21E(b)(2)(C) of
the Securities Exchange Act of 1934 and Regulation M-A telephone
interpretation M.2 available at www.sec.gov in the July 2001
Supplement to the Division of Corporation Finance`s Manual of
Publicly Available Telephone Interpretations.  Please amend to
delete  reference to the safe harbor provisions.

7. Delete the statement that you assume no obligation to update
forward-looking information.  In the alternative, explain how this
position is consonant with your disclosure obligations.  See Rule
13e-4(e)(3).

The exchange offer, page 7

8. Clarify that the exchange will result in the Company reporting
higher EPS (retroactively and prospectively) than if the exchange
did not occur.  Give an example of what the effect on 2003 reported
EPS would be if the exchange did not occur.

U.S. Federal Income Tax Consequences, page 9

9. Briefly state the potential consequences if the exchange is not
treated as you expect.  Provide similar disclosure on page 17.

Principal differences between the Old Trust PIERS and the New
Trust Piers, page 10

10. Revise the summary of material differences of the debentures
to summarize the material risks of the new notes where those risks
differ from the risks of the old notes.  In this regard, we note
that your disclosures beginning on page 19 appear to describe risks
associated with the new debentures only without contrasting them
to risks currently existing under the outstanding debentures.

11. In addition, describe the effect on the Company`s liquidity
and capital resources from the cash settlement provisions of the new
debentures, and discuss the means by which the Company reasonably
expects to finance the cash requirement resulting from conversion
of the new debentures.

The Exchange Offer, page 36

	Conditions to the Exchange Offer, page 36
12. We note that you reserve the right to terminate the offer in
the event a condition is triggered "regardless of the circumstances
giving rise to the failure of the conditions."  Allowing acts or
omissions by the company to trigger a condition to the offer may
render the offer illusory in that the circumstances giving rise to
the existence of a condition are within the control of the
company. Please confirm your understanding of our position.

Dealer Manager, page 42

13. You state that Lehman Brothers will be paid "customary fees."
Revise your disclosure to quantify the compensation as required by
Item 1009 of Regulation M-A for each entity named in this section.
Provide corresponding disclosure for your dealer manager.

Closing Comments

      As appropriate, please amend your documents in response to
these comments.  You may wish to provide us with marked copies of
the amendment, if required, to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to our comments.  In addition, depending upon your response to these
comments, a supplement may need to be sent to security holders.

	In connection with responding to our comments, please
provide, in writing, a statement from all filing persons acknowledging
that:

* you are responsible for the adequacy and accuracy of the
disclosure
in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* you 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.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff of
the Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please direct any questions to me at (202) 942-1976.  You
may also contact me via facsimile at (202) 942-9638.  Please send all
correspondence to us at the following ZIP code:  20549-0303.

      						Sincerely,

							Michael Pressman
							Office of Mergers
							and Acquisitions

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