UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-K/A
Amendment No. 1

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001

Commission File No. 1-8269

Omnicare, Inc.
(Exact name of registrant as specified in its charter)

Delaware 1-8269 31-1001351
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

100 East RiverCenter Boulevard 41011
Suite 1600 (Zip Code)
Covington, Kentucky
(Address of principal executive offices)

Registrant's telephone number, including area code: (859) 392-3300

Securities registered pursuant to Section 12(b) of the Act:

Name of Each Exchange
Title of Each Class on which Registered
-------------------- -------------------------
Common Stock ($1.00 Par Value) New York Stock Exchange
Preferred Share Purchase Rights (No Par Value) New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

AMENDMENT NO. 1

This Amendment No. 1 on Form 10-K/A amends Item 13 of the Annual Report on Form
10-K for the year ended December 31, 2001 of Omnicare, Inc. (the "Company")
filed on March 28, 2002 (the "Original Form 10-K"). Item 13 of the Original Form
10-K is hereby amended to add the following supplemental information.

Item 13. Certain Relationships and Related Transactions

Sandra E. Laney is a director of the Company and a member of the Company's Audit
Committee. Ms. Laney's spouse, D. Michael Laney, is Vice President - Management
Information Systems of the Company. For services rendered in 2001, the Company
paid Mr. Laney $177,480 as salary and $25,560 in bonus and, under the Company's
stock award program, awarded him 11,426 shares of restricted common stock with a
dollar value of $242,003, which shares vest over seven years with the greater
portion vesting in the later years. Mr. Laney receives dividends on the awarded
restricted shares. In addition, in 2001, the Company granted Mr. Laney options
to purchase 27,992 shares of common stock of the Company at an average option
price of $19.88 per share under the Company's 1998 Long-Term Employee Incentive
Plan. The options are for a term of 10 years and become exercisable ratably over
four years. In 2001, Mr. Laney acquired 10,940 shares of Company common stock
upon the exercise of stock options, resulting in value realized of $88,502 to
Mr. Laney. Mr. Laney is also a participant in the Company's 401(k) Plan and, as
such, was credited a Company contribution of 132 shares of Company stock with a
dollar value of $3,046 for 2001. Mr. Laney participates in the Company's split
dollar insurance program. For 2001, the present value of future benefits derived
from premium payments made by the Company for the benefit of Mr. Laney under the
split dollar program, which provides for refund of premiums to the Company upon
termination of the policy, was $4,848. The Company paid life insurance premiums
of $609 for Mr. Laney in 2001.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Form 10-K/A to be signed on its behalf by the
undersigned thereunto duly authorized.

OMNICARE, INC.

By: /s/ David W. Froesel, Jr.
--------------------------------------
Name: David W. Froesel, Jr.
Title: Senior Vice President and Chief Financial Officer

August 13, 2002