Exhibit 99.5


                                    OMNICARE

                                OFFER TO EXCHANGE

               8-1/8% Series B Senior Subordinated Notes due 2011
                       for any and all of its outstanding
                    8-1/8% Senior Subordinated Notes due 2011

             Instruction to Registered Holder from Beneficial Owner

         The undersigned acknowledge(s) receipt of your letter and the enclosed
Prospectus and the related Letter of Transmittal, in connection with the offer
by the company to exchange the 8-1/8% Senior Subordinated Notes due 2011 (the
"Old Notes").

         This will instruct you to tender the principal amount of Old Notes
indicated below held by you for the account of the undersigned, upon the terms
and subject to the conditions set forth in the Prospectus and the related Letter
of Transmittal.

         The undersigned represents that (i) the 8-1/8% Series B Senior
Subordinated Notes due 2011 (the "Exchange Notes") to be acquired pursuant to
the Exchange Offer in exchange for the Old Notes designated below are being
obtained in the ordinary course of business of the person receiving such
Exchange Notes, (ii) neither the undersigned nor any other person receiving such
Exchange Notes is participating, intends to participate, or has any arrangement
or understanding with any person to participate, in the distribution of such
Exchange Notes, and (iii) it is not an "affiliate," as defined under rule 405 of
the Securities Act of 1933 (the "Securities Act"), of the Company. Affiliates of
the Company may not tender their Old Notes in the Exchange Offer.

         If the undersigned is a "broker" or "dealer" registered under the
Securities Exchange Act of 1934 that acquired Old Notes for its own account
pursuant to its market-making or other trading activities (other than Old Notes
acquired directly from the Company), the undersigned understands and
acknowledges that it may be deemed to be an "underwriter" within the meaning of
the Securities Act and, therefore, must deliver a prospectus relating to the
Exchange Notes in connection with any resales by it of Exchange Notes acquired
for its own account in the Exchange Offer. Notwithstanding the foregoing, the
undersigned does not thereby admit that it is an "underwriter" within the
meaning of the Securities Act.

You are hereby instructed to tender all Old Notes held for the account of the
undersigned unless otherwise indicated below.

           Do not tender any Old Notes

           Tender Old Notes in the aggregate principal amount of  $ ____________

       SIGNATURE:

       _________________________________________________________________________
                         Name of Beneficial Owner (please print)

       By ______________________________________________________________________
                                      Signature

       _________________________________________________________________________
                                       Address

       _________________________________________________________________________
                             Area Code and Telephone Number

       Dated:                         , 2001