<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
File No. 333-45825
PROSPECTUS SUPPLEMENT NO. 23 OMNICARE, INC.
(To Prospectus dated February 13, 1998)
The Prospectus dated February 13, 1998, as supplemented by Prospectus
Supplements 1 through 22, relates to the offer for resale of the following
securities of Omnicare, Inc.:
- $345,000,000 Principal Amount of 5% Convertible Subordinated
Debentures due 2007
- 8,712,121 shares of Common Stock, par value $1.00 per share,
that are issuable upon the conversion of the Debentures (plus
such additional amount as may result due to changes in the
conversion price)
- 264,101 additional shares of Common Stock, par value $1.00 per
share
ADDITIONAL SELLING SECURITYHOLDERS
The table beginning on page 22 of the Prospectus contained in the section
entitled "Selling Securityholders" is amended to add the following Selling
Securityholders:
<TABLE>
<CAPTION>
Principal Amount of Percentage of Debentures Conversion Percentage of Common
Debentures Outstanding Beneficially Shares That Stock Beneficially Owned
Name that May be Sold Owned Before Offering May be Sold** Before Offering
---- ---------------- ------------------------ ------------- ---------------
<S> <C> <C> <C> <C>
Morgan Stanley *** $750,000 * 18,939 *
Dean Witter
<FN>
- -------------------
* Less than 1%
** Assumes conversion of full amount of Debentures held by the holder at the
initial rate of $39.60 in principal amount of Debentures per share of
Common Stock.
*** The Selling Securityholder has provided investment banking services to
Omnicare, Inc.
</TABLE>
DELIVERY OF PROSPECTUS SUPPLEMENT
This Prospectus Supplement is not complete without the Prospectus, as
supplemented prior to today. The additional selling securityholders named above
may only deliver this Prospectus Supplement with the Prospectus and all prior
supplements.
This Prospectus Supplement is dated January 6, 1999.
