SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                Current Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported):
                                March 6, 2001



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



                                                       
          Delaware                        1-8269                      31-1001351
(State or other jurisdiction     (Commission File Number)    (I.R.S. Employer Identification No.)
      of Incorporation)

100 East RiverCenter Blvd.
Suite 1600
Covington, KY                                                          41101

(Address of principal                                               (zip code)
executive offices)


                                 (859) 392-3300

              (Registrant's telephone number, including area code)











Item 5.  Other Events

                  On March 6, 2001, we issued a press release pursuant to
the Rule 135c safe harbor for reporting issuers announcing a proposed private
placement of $300 million of senior subordinated notes. A copy of the press
release is attached as Exhibit 99.1 to this Form 8-K.


Item 7.  Financial Statements and Exhibits

      (c)      Exhibits




   Exhibit No.      Description
   ----------       -----------
                 
      99.1          Registrant's press release dated March 6, 2001.

      99.2          Certain information that may be disclosed to prospective
                    purchasers in a proposed private placement of debt securities.



Item 9.  Regulation FD Disclosure

                  We are conducting a private offering of $300 million of
senior subordinated notes.

                  The offering of the notes is presently expected to be
completed in March 2001. However, no assurance can be made that the offering of
the notes will be completed.

                  In connection with the offering of the notes, we anticipate
disclosing certain information to prospective purchasers of the notes. Reference
is made to Exhibit 99.2 attached hereto. None of the information in this Item 9
or Exhibit 99.2 hereto should be deemed to be filed under the Securities
Exchange Act of 1934 or incorporated by reference into any other filings we have
made or may make pursuant to the Securities Act of 1933 or into any other
documents unless such portion of this Current Report on Form 8-K is expressly
and specifically identified in such filing as being incorporated by reference
therein.

                  The notes have not been registered under the Securities Act of
1933 or any state securities laws and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements of the Securities Act of 1933 and applicable state securities laws.
This current report on Form 8-K does not constitute an offer to sell or the
solicitation of an offer to buy the notes.

         Any statements in this report (including the information included in
the exhibits hereto) that are not historical facts are forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934, reflecting our best judgment based on available information as of the date
hereof. The words "estimate," "anticipate" and other expressions that indicate
future events and trends identify forward-looking statements. These
forward-looking statements involve known and unknown

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risks, uncertainties, contingencies and other factors that could cause results,
performance or achievements to differ materially from those stated. Such risks,
uncertainties, contingencies and other factors, many of which are beyond our
control, include overall economic, financial and business conditions, trends for
the continued growth of our business, the inability to consummate the note
offering or the refinancing of bank debt due to internal or external factors and
other risks and uncertainties described elsewhere in this Form 8-K (including
the exhibits hereto) and in our other reports and filings with the Securities
and Exchange Commission.




                                    SIGNATURE

                  Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                         OMNICARE, INC.



                                         By: /s/ Peter Laterza
                                             ----------------------------
                                                Title: Vice President
                                                and General Counsel

Dated: March 6, 2001


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                                  EXHIBIT INDEX



Exhibit No.     Description
- -----------     -----------
             
  99.1          Registrant's press release dated March 6, 2001.

  99.2          Certain information that may be disclosed to prospective purchasers
                in a proposed private placement of debt securities.




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