Prepared by MERRILL CORPORATION

SEC 1745 (6-01)

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SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. ___________)*

Omnicell, Inc.
(Name of Issuer)
Common
(Title of Class of Securities)
68213N 10 9
(CUSIP Number)
December 31, 2001
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
ý	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 68213N 10 9

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Sutter Hill Ventures, A California Limited Partnership 77-0287059

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) ý

3.	SEC Use Only

4.	Citizenship or Place of Organization California, USA

Number of Shares Beneficially Owned By Each Reporting Person With		5.	Sole Voting Power 1,211,760

		6.	Shared Voting Power 0

		7.	Sole Dispositive Power 1,211,760

		8.	Shared Dispositive Power 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,211,760

10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.	Percent of Class Represented by Amount in Row (9) 5.6%

12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 68213N 10 9

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Sutter Hill Entrepreneurs Fund (AI), L.P. 94-3338942

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) ý

3.	SEC Use Only

4.	Citizenship or Place of Organization California, USA

Number of Shares Beneficially Owned By Each Reporting Person With		5.	Sole Voting Power 11,981

		6.	Shared Voting Power 0

		7.	Sole Dispositive Power 11,981

		8.	Shared Dispositive Power 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,981

10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.	Percent of Class Represented by Amount in Row (9) 0.1%

12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 68213N 10 9

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Sutter Hill Entrepreneurs Fund (QP), L.P. 94-3338941

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) ý

3.	SEC Use Only

4.	Citizenship or Place of Organization California, USA

Number of Shares Beneficially Owned By Each Reporting Person With		5.	Sole Voting Power 30,341

		6.	Shared Voting Power 0

		7.	Sole Dispositive Power 30,341

		8.	Shared Dispositive Power 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 30,341

10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.	Percent of Class Represented by Amount in Row (9) 0.1%

12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 68213N 10 9

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) David L. Anderson

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) ý

3.	SEC Use Only

4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned By Each Reporting Person With		5.	Sole Voting Power 256,029*

		6.	Shared Voting Power 1,254,082**

		7.	Sole Dispositive Power 256,029*

		8.	Shared Dispositive Power 1,254,082**

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,510,111

10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.	Percent of Class Represented by Amount in Row (9) 7.0%

12.	Type of Reporting Person (See Instructions) IN

*Includes 206,104 shares held in The Anderson Living Trust of which David L. Anderson is trustee and 49,925 shares held by Anvest, L.P. of which David L. Anderson is General Partner. David L. Anderson disclaims beneficial interest in the trust’s and partnership’s shares except as to his pecuniary interest in the trust and the partnership.

** Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P., each of which Mr. Anderson is a Managing Director of the General Partner. David L. Anderson disclaims beneficial interest in these partnership shares except as to his pecuniary interest in the partnerships.

CUSIP No. 68213N 10 9

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) G. Leonard Baker, Jr.

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) ý

3.	SEC Use Only

4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned By Each Reporting Person With		5.	Sole Voting Power 256,029*

		6.	Shared Voting Power 1,254,082**

		7.	Sole Dispositive Power 256,029*

		8.	Shared Dispositive Power 1,254,082**

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,510,111

10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.	Percent of Class Represented by Amount in Row (9) 7.0%

12.	Type of Reporting Person (See Instructions) IN

* Includes 49,925 shares held by Saunders Holdings, L.P. of which G. Leonard Baker, Jr. is the General Partner. G. Leonard Baker, Jr. disclaims beneficial interest in these partnership shares except as to his pecuniary interest in the partnership.

** Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P., each of which Mr. Baker, Jr. is a Managing Director of the General Partner. G. Leonard Baker, Jr. disclaims beneficial interest in these partnership shares except as to his pecuniary interest in the partnerships.

CUSIP No. 68213N 10 9

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) William H. Younger, Jr.

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) ý

3.	SEC Use Only

4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned By Each Reporting Person With		5.	Sole Voting Power 314,387*

		6.	Shared Voting Power 1,254,082**

		7.	Sole Dispositive Power 314,387*

		8.	Shared Dispositive Power 1,254,082**

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,568,469

10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.	Percent of Class Represented by Amount in Row (9) 7.3%

12.	Type of Reporting Person (See Instructions) IN

*Includes 156,061 shares held by William H. Younger, Jr. as trustee for The Younger Living Trust.

** Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P., each of which Mr. Younger, Jr. is a Managing Director of the General Partner. William H. Younger Jr. disclaims beneficial interest in these partnership shares except as to his pecuniary interest in the partnerships.

CUSIP No. 68213N 10 9

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Tench Coxe

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) ý

3.	SEC Use Only

4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned By Each Reporting Person With		5.	Sole Voting Power 207,919*

		6.	Shared Voting Power 1,254,082**

		7.	Sole Dispositive Power 207,919*

		8.	Shared Dispositive Power 1,254,082**

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,462,001

10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.	Percent of Class Represented by Amount in Row (9) 6.8%

12.	Type of Reporting Person (See Instructions) IN

*Includes 30,494 shares held by Tench Coxe in his Keogh account, 68,042 shares held by The Coxe/Otus Revocable Trust, of which Mr. Coxe is trustee, and 34,463 shares held by The Tamerlane Charitable Remainder Unitrust, of which Mr. Coxe is trustee.

** Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P., each of which Mr. Coxe is a Managing Director of the General Partner. Mr. Coxe disclaims beneficial interest in these partnership shares except as to his pecuniary interest in the partnerships.

CUSIP No. 68213N 10 9

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Gregory P. Sands

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) ý

3.	SEC Use Only

4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned By Each Reporting Person With		5.	Sole Voting Power 4,658

		6.	Shared Voting Power 1,254,082**

		7.	Sole Dispositive Power 4,658

		8.	Shared Dispositive Power 1,254,082**

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,258,740

10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.	Percent of Class Represented by Amount in Row (9) 5.8%

12.	Type of Reporting Person (See Instructions) IN

** Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P., each of which Mr. Sands is a Managing Director of the General Partner. Mr. Sands disclaims beneficial interest in these partnership shares except as to his pecuniary interest in the partnerships.

CUSIP No. 68213N 10 9

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) James C. Gaither

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) ý

3.	SEC Use Only

4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned By Each Reporting Person With		5.	Sole Voting Power 11,228

		6.	Shared Voting Power 1,254,082**

		7.	Sole Dispositive Power 11,228

		8.	Shared Dispositive Power 1,254,082**

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,265,310

10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.	Percent of Class Represented by Amount in Row (9) 5.9%

12.	Type of Reporting Person (See Instructions) IN

** Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P., each of which Mr. Gaither is a Managing Director of the General Partner. Mr. Gaither disclaims beneficial interest in these partnership shares except as to his pecuniary interest in the partnerships.

CUSIP No. 68213N 10 9

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) James N. White

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) ý

3.	SEC Use Only

4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned By Each Reporting Person With		5.	Sole Voting Power 0

		6.	Shared Voting Power 1,254,082**

		7.	Sole Dispositive Power 0

		8.	Shared Dispositive Power 1,254,082**

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,254,082

10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.	Percent of Class Represented by Amount in Row (9) 5.8%

12.	Type of Reporting Person (See Instructions) IN

** Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P., each of which Mr. White is a Managing Director of the General Partner. Mr. White disclaims beneficial interest in these partnership shares except as to his pecuniary interest in the partnerships.

Item 1.
	(a)	Name of Issuer Omnicell, Inc.
	(b)	Address of Issuer’s Principal Executive Offices 1101 East Meadow Drive Palo Alto, CA 94303

Item 2.
	(a)	Name of Person Filing Exhibit A is hereby incorporated by reference
	(b)	Address of Principal Business Office or, if none, Residence See Exhibit A
	(c)	Citizenship See Exhibit A
	(d)	Title of Class of Securities Common
	(e)	CUSIP Number 68213N 10 9

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).
N/A

Item 4.	Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned: See Exhibit A which is hereby incorporated by reference and related pages 2 to 11.
	(b)	Percent of class: See Exhibit A which is hereby incorporated by reference and related pages 2 to 11.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote ___________.
		(ii)	Shared power to vote or to direct the vote __________________.
		(iii)	Sole power to dispose or to direct the disposition of _________________.
		(iv)	Shared power to dispose or to direct the disposition of _______________.
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d3(d)(1).
See Exhibit A which is hereby incorporated by reference and related pages 2 to 11. Messrs. Anderson, Baker, Jr., Younger, Jr., Coxe, Sands, Gaither and White are the managing directors of the general partner of Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P. and as such share the voting and disposition powers over the shares held by the partnerships. Mr. Anderson is the general partner of Anvest, L.P. and has voting and disposition powers over the shares held by the partnership. Mr. Baker, Jr. is the general partner of Saunders Holdings, L.P. and has voting and disposition powers over the shares held by the partnership. Mr. Coxe, as trustee for The Tamerlane Charitable Remainder Unitrust, has voting and disposition powers over the shares held by the trust.
Item 5.	Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. Instruction: Dissolution of a group requires a response to this item.
N/A
Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
N/A
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
N/A
Item 8.	Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit A
Item 9.	Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
N/A
Item 10.	Certification
	(a)	The following certification shall be included if the statement is filed pursuant to §240.13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
	(b)	The following certification shall be included if the statement is filed pursuant to §240.13d-1(c): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

We, the undersigned, hereby express our agreement that the attached Schedule 13G is filed on behalf of each of us.

	SUTTER HILL VENTURES, A California Limited Partnership

	By:	/s/ William H. Younger, Jr.
		William H. Younger, Jr.
	Title:	Managing Director of the General Partner

	Sutter Hill Entrepreneurs Fund (AI), L.P.

	By:	/s/ William H. Younger, Jr.
		William H. Younger, Jr.
	Title:	Managing Director of the General Partner

	Sutter Hill Entrepreneurs Fund (QP), L.P.

	By:	/s/ William H. Younger, Jr.
		William H. Younger, Jr.
	Title:	Managing Director of the General Partner

	/s/ David L. Anderson
	David L. Anderson

	/s/ G. Leonard Baker, Jr.
	G. Leonard Baker, Jr.

	/s/ William H. Younger, Jr.
	William H. Younger, Jr.

	/s/ Tench Coxe
	Tench Coxe

	/s/ Gregory P. Sands
	Gregory P. Sands

	/s/ James C. Gaither
	James C. Gaither

	/s/ James N. White
	James N. White

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints G. Leonard Baker, Jr., William H. Younger, Jr., David E. Sweet, as one of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and re substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Schedule 13G, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

2/11/2002
Date

		/s/ David L. Anderson
		David L. Anderson

		/s/ G. Leonard Baker, Jr.
		G. Leonard Baker, Jr.

		/s/ William H. Younger, Jr.
		William H. Younger, Jr.

		/s/ Tench Coxe
		Tench Coxe

		/s/ Gregory P. Sands
		Gregory P. Sands

		/s/ James C. Gaither
		James C. Gaither

		/s/ James N. White
		James N. White

EXHIBIT A TO SCHEDULE 13G—OMNICELL, INC.

	Aggregate Number of Share Beneficially Owned				% of Total Shares
Name of Originator	Individual		Aggregate

Sutter Hill Ventures, A California Limited Partnership	1,211,760				5.6	%

David L. Anderson	256,029	Note 2	1,510,111	Note 1	1.2 7.0	% %

G. Leonard Baker, Jr.	256,029	Note 3	1,510,111	Note 1	1.2 7.0	% %

William H. Younger, Jr.	314,387	Note 4	1,568,469	Note 1	1.5 7.3	% %

Tench Coxe	207,919	Note 5	1,462,001	Note 1	1.0 6.8	% %

James C. Gaither	11,228		1,265,310	Note 1	0.1 5.9	% %

Gregory P. Sands	4,658		1,258,740	Note 1	0.0 5.8	% %

James N. White	0		1,254,082	Note 1	0.0 5.8	% %

Sutter Hill Entrepreneurs Fund (AI), L.P.	11,981				0.1	%

Sutter Hill Entrepreneurs Fund (QP), L.P.	30,341				0.1	%

The address for all of the above is: 755 Page Mill Road, Suite A-200, Palo Alto, CA 94304

The partnerships are organized in California. The individuals are all U.S. citizens and residents.

None of the above have been convicted in any criminal proceedings nor have they been subject to judgements, decrees, or final orders enjoining future violations of Federal or State securities laws.

All of the parties are individuals or entities in the venture capital business.

Note 1: Includes individual shares plus shares held by the following partnerships in which the reporting person is a Managing Director of the General Partner: Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P. The reporting person disclaims beneficial ownership of these partnerships shares except as to his pecuniary interest in the partnerships.

Note 2: Includes 206,104 shares held in The Anderson Living Trust of which reporting person is trustee and 49,925 shares held by Anvest, L.P. of which reporting person is General Partner. The reporting person disclaims beneficial ownership of the trust's and partnership's shares except as to his pecuniary interest in the trust and the partnership.

Note 3: Includes 49,925 shares held by Saunders Holdings, L.P. of which reporting person is General Partner. The reporting person disclaims beneficial ownership of the partnership's shares except as to his pecuniary interest in the partnership.

Note 4: Includes 156,061 shares held in The Younger Living Trust of which reporting person is trustee.The reporting person disclaims beneficial ownership in the trust's shares except as to his pecuniary interest in the trust.

Note 5: Includes 30,494 shares held in a Keogh account for the benefity of reporting person, 68,042 shares held by the Coxe/Otus Revocable Trust, of which reporting person is trustee, and 34,463 shares held by The Tamerlane Charitable Remainder Unitrust, of which reporting person is trustee. The reporting person disclaims beneficial ownership in the trusts' shares except as to his pecuniary interest in the trusts.