1
                                                Filed Pursuant to Rule 424(b)(3)
                                                              File No. 333-45825


PROSPECTUS SUPPLEMENT NO. 34                                      OMNICARE, INC.
(To Prospectus dated February 13, 1998)

The Prospectus dated February 13, 1998, as supplemented by Prospectus
Supplements 1 through 33, 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
Securityholder:




                          Principal Amount     Percentage of Debentures                             Percentage of Common
                            of Debentures      Outstanding Beneficially      Conversion Shares    Stock Beneficially Owned
         Name             that May be Sold       Owned Before Offering      That May be Sold**         Before Offering
         ----             ----------------      -----------------------     ------------------         ---------------
                                                                                           
Morgan Stanley
Dean Witter                   $545,000                     *                      13,762                      *
Income Builder
Fund



- -------------------
*  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.


DELIVERY OF PROSPECTUS SUPPLEMENT

This Prospectus Supplement is not complete without the Prospectus, as
supplemented prior to today. The additional selling securityholder named above
may only deliver this Prospectus Supplement with the Prospectus and all prior
supplements.

             This Prospectus Supplement is dated September 29, 1999.