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                                                                    EXHIBIT 24.1

                              NCS HEALTHCARE, INC.

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that NCS HealthCare, Inc. hereby
constitutes and appoints Jon H. Outcalt, Kevin B. Shaw, Jeffrey R. Steinhilber,
Thomas F. McKee and John J. Jenkins, or any one or more of them, its
attorneys-in-fact and agents, each with full power of substitution and
resubstitution for it in any and all capacities, to sign any or all amendments
or post-effective amendments to this Registration Statement, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto each of such
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary in connection with such matters and
hereby ratifying and confirming all that each of such attorneys-in-fact and
agents or his substitute or substitutes may do or cause to be done by virtue
hereof.

         IN WITNESS WHEREOF, this Power of Attorney has been signed at
Cleveland, Ohio this 4th day of March, 1998.

                                            NCS HEALTHCARE, INC.


                                            By: /s/ Jon H. Outcalt
                                               ---------------------------------
                                               Jon H. Outcalt, Chairman




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                                                                    EXHIBIT 24.1
                                                                     (CONTINUED)

                              NCS HEALTHCARE, INC.

                              CERTIFIED RESOLUTION

         I, Kevin B. Shaw, Secretary of NCS HealthCare, Inc., a Delaware
corporation (the "Company"), do hereby certify that the following is a true copy
of a resolution adopted by the Board of Directors on October 30, 1997, and that
the same has not been changed and remains in full force and effect.

         RESOLVED, that Jon H. Outcalt, Kevin B. Shaw, Jeffrey R. Steinhilber,
Thomas F. McKee, John J. Jenkins and David A. Basinski, Jr., be, and each of
them hereby is appointed as the attorney of the Company with full power of
substitution and resubstitution for and in the name, place and stead of the
Company to sign, attest and file a Registration Statement on Form S-3 or any
other appropriate form that may be used from time to time, with respect to the
NCS Stock issued in connection with the Acquisitions and any and all amendments,
post-effective amendments and exhibits to such Registration Statement and any
and all applications or other documents to be filed with the Securities and
Exchange Commission and any and all applicable applications or other documents
in connection with inclusion on the NASDAQ Stock Market of the NCS Stock or any
and all applications or other documents to be filed with any governmental or
private agency or official relative to the issuance of said NCS Stock, with full
power and authority to do and perform any and all acts and things whatsoever
requisite and necessary to be done in the premises, hereby ratifying and
approving the acts of such attorneys or any such substitute or substitutes and,
without implying limitation, including in the above the authority to do the
foregoing things on behalf of the Company in the name of any duly-authorized
officer of the Company; and the Chairman of the Board or the President and Chief
Executive Officer be, and they hereby are authorized for and on behalf of the
Company to execute a Power of Attorney evidencing the foregoing appointments.



                                            /s/ Kevin B. Shaw
                                            ------------------------------------
                                            Kevin B. Shaw, Secretary


Dated: March 4, 1998