Exhibit 4.10

                             CERTIFICATE OF TRUST OF
                            OMNICARE CAPITAL TRUST I
                            ------------------------

     THIS CERTIFICATE OF TRUST of Omnicare Capital Trust I (the "Trust"), dated
February 7, 2003, is being duly executed and filed to form a statutory trust
under the Delaware Statutory Trust Act (12 Del. C. 'SS' 3801 et seq.)(the
"Act").

     1. Name. The name of the statutory trust formed hereby is Omnicare Capital
Trust I.

     2. Delaware Trustee. The name and business address of the trustee of the
Trust in the State of Delaware is Chase Manhattan Bank USA, National
Association, 500 Stanton Christiana Road, FL3-OPS 4, Newark, Delaware, 19713,
Attention: Institutional Trust Services.

     3. Effective Date. This Certificate of Trust will be effective as of its
filing.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Trust
as of the date first-above written in accordance with Section 3811(a) of the
Act.

                                          CHASE MANHATTAN BANK USA, National
                                          Association, not in its individual
                                          capacity, but solely as trustee


                                          By: /s/ John J. Cashin
                                              ----------------------------------
                                              Name: John J. Cashin
                                              Title: Vice President