SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LIPPS RANDALL A

(Last)

(First)

(Middle)

OMNICELL, INC.

1201 CHARLESTON ROAD

(Street)

MOUNTAIN VIEW

94043-1337

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OMNICELL INC /CA/ [ OMCL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/08/2007

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								165,113	D
Common Stock	02/05/2007		M		2,655	A	$2.75	167,768	D
Common Stock	02/05/2007		M		4,845	A	$3.03	172,613	D
Common Stock	02/05/2007		S		7,500⁽⁴⁾	D	$20.7667	165,113⁽⁵⁾	D
Common Stock	02/06/2007		M		7,500	A	$3.03	172,613	D
Common Stock	02/06/2007		S		7,500⁽⁴⁾	D	$20.6939	165,113	D
Common Stock	02/07/2007		A⁽¹⁰⁾		25,000⁽⁹⁾	A	$0⁽¹⁰⁾	190,113	D
Common Stock								438,749⁽⁵⁾	I	In Trust with Wife⁽¹⁾
Common Stock	01/12/2007		P		25⁽⁶⁾	A	$17.77	80,393	I	In Trust for Children⁽²⁾
Common Stock	02/06/2007		S		1,000⁽⁷⁾	D	$20.68	5,728⁽¹¹⁾	I	Held by Son⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$2.75	02/05/2007		M			2,655⁽¹²⁾	03/31/2003	11/05/2009	Common Stock	2,655	$0	0	D
Stock Option (Right to Buy)	$3.03	02/05/2007		M			4,845⁽¹²⁾	12/21/2002	12/20/2012	Common Stock	4,845	$0	28,319	D
Stock Option (Right ot Buy)	$3.03	02/06/2007		M			7,500⁽¹²⁾	12/21/2002	12/20/2012	Common Stock	7,500	$0	20,819	D
Stock Option (Right to Buy)	$20.95	02/07/2007		A		140,000		02/01/2007	02/07/2017	Common Stock	140,000⁽⁸⁾	$0	140,000	D

Explanation of Responses:

1. Shares held in trust with Mr. Lipps' wife.

2. Shares held in trust for the benefit of Mr. Lipps' children.

3. Shares held by Mr. Lipps' son.

4. Sale made pursuant to a Rule 10b5-1 selling plan adopted on November 29, 2006.

5. Total reflects correction made based upon a calculation error on the Form 4 filed December 28, 2006.

6. Shares purchased for the benefit of Mr. Lipps' daughter and held by an IRA Trust.

7. Shares sold by Mr. Lipps' son.

8. Shares vest ratabaly over 48 months.

9. Grant of restricted shares in consideration of services. Shares shall vest semiannually over 48 months.

10. Correction of transaction code and price.

11. Correction made to account from which Mr. Lipps' son's shares were sold on 02/06/07.

12. Correction of disposal, rather than acquisition, of exercised options.

	/s/ Randall A. Lipps	03/05/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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