SC TO-T/A

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              -------------------

                                  SCHEDULE TO/A
                                 (RULE 14d-100)

       TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                AMENDMENT NO. 7

                              -------------------

                              NCS HEALTHCARE, INC.
                       (Name of Subject Company (Issuer))

                                 OMNICARE, INC.
                             NCS ACQUISITION CORP.
                      (Names of Filing Persons (Offerors))

                CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
                         (Title of Class of Securities)

                                    62887410
                     (CUSIP Number of Class A Common Stock)

                                      AND

                CLASS B COMMON STOCK, PAR VALUE $0.01 PER SHARE
                         (Title of Class of Securities)

                                 NOT APPLICABLE
                     (CUSIP Number of Class B Common Stock)

                              PETER LATERZA, ESQ.
                       VICE PRESIDENT AND GENERAL COUNSEL
                                 OMNICARE, INC.
                         100 EAST RIVERCENTER BOULEVARD
                           COVINGTON, KENTUCKY 41011
                           TELEPHONE: (859) 392-3300
      (Name, Address and Telephone Number of Person Authorized to Receive
            Notices and Communications on Behalf of Filing Persons)

                                    COPY TO:

                             MORTON A. PIERCE, ESQ.
                              DEWEY BALLANTINE LLP
                          1301 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10019
                           TELEPHONE: (212) 259-8000
                              -------------------

                           CALCULATION OF FILING FEE

                                                 
              Transaction Valuation*                               Amount of Filing Fee
                   $91,816,869                                          $18,363.37



* Estimated for purposes of calculating the amount of the filing fee only. This
amount assumes the purchase of (i) 18,460,599 shares of the class A common
stock, par value $0.01, of NCS HealthCare, Inc. (the 'Company'), representing
all of the outstanding shares of such class as of July 28, 2002 (less 1,000
shares of such class owned by Omnicare, Inc.), (ii) 5,255,210 shares of the
class B common stock, par value $0.01, of the Company, representing all of the
outstanding shares of such class as of July 28, 2002, (iii) 2,422,724 shares
reserved for issuance upon the exercise of outstanding options to purchase class
A common stock and (iv) 94,858 shares reserved for issuance upon the exercise of
outstanding options to purchase class B common stock. The number of outstanding
shares and shares reserved for issuance upon the exercise of options is
contained in the Current Report on Form 8-K filed by the Company on July 30,
2002.

[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
    and identify the filing with which the offsetting fee was previously paid.
    Identify the previous filing by registration statement number, or the Form
    or Schedule and the date of its filing.


Amount Previously Paid: $18,363.37     Filing party: Omnicare, Inc.
Form or Registration No.: SC TO        Date Filed: August 8, 2002


[ ] Check the box if the filing relates solely to preliminary communications
    made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

    [x] third-party tender offer subject to Rule 14d-1

    [ ] issuer tender offer subject to Rule 13e-4

    [ ] going private transaction subject to Rule 13e-3

    [ ] amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results
of the tender offer [ ]

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            This Amendment No. 7 amends and supplements the Tender Offer
Statement on Schedule TO filed with the Securities and Exchange Commission (the
"Commission") on August 8, 2002 (the "Schedule TO") by Omnicare, Inc., a
Delaware corporation ("Omnicare"), and NCS Acquisition Corp., a Delaware
corporation ("Purchaser") and a wholly-owned subsidiary of Omnicare. The
Schedule TO relates to a tender offer by Purchaser to purchase all of the
outstanding shares of class A common stock, par value $0.01 per share, and class
B common stock, par value $0.01 per share, of NCS HealthCare, Inc. (the
"Company") for a purchase price of $3.50 per share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated August 8, 2002 (the "Offer to Purchase"), and in
the related Letter of Transmittal (the "Letter of Transmittal" which, together
with the Offer to Purchase, as hereby or hereafter amended or supplemented from
time to time, constitute the "Offer"). Copies of the Offer to Purchase and the
related Letter of Transmittal are filed with the Schedule TO as Exhibits
(a)(1)(A) and (a)(1)(B), respectively. Capitalized terms used and not defined
herein shall have the meanings assigned such terms in the Offer to Purchase
and the Schedule TO.

ITEM 11.  Additional Information.

         Item 11 is hereby amended to add the following:

                  On August 26, 2002, Omnicare issued a press release announcing
that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended (the "HSR Act"), has expired. Purchaser's obligation to
accept for payment and pay for Shares tendered pursuant to the Offer is
conditioned, among other things, on the expiration or early termination of the
HSR Act waiting period. A copy of the press release is attached hereto as
Exhibit (a)(1)(N).

Item 12. Exhibits.

         Item 12 is hereby amended and supplemented with the following
information:

                  Exhibit (a)(1)(N) Press release issued by Omnicare, Inc. on
August 26, 2002.











                                   SIGNATURE

    After due 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.

Dated: August 26, 2002

                                          OMNICARE, INC.

                                          By: /s/ DAVID W. FROESEL, JR.
                                              -------------------------------

                                          Name: David W. Froesel, Jr.
                                          Title: Senior Vice President
                                                 and Chief Financial Officer

                                          NCS ACQUISITION CORP.

                                          By: /s/ DAVID W. FROESEL, JR.
                                              ------------------------------

                                          Name: David W. Froesel, Jr.
                                          Title: Vice President and Chief
                                                 Financial Officer









                                 EXHIBIT INDEX

        
(a)(1)(A)  Offer to Purchase dated August 8, 2002.*

(a)(1)(B)  Letter of Transmittal.*

(a)(1)(C)  Notice of Guaranteed Delivery.*

(a)(1)(D)  Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
           Nominees.*

(a)(1)(E)  Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
           Companies and Other Nominees.*

(a)(1)(F)  Guidelines for Certification of Taxpayer Identification Number on Substitute
           Form W-9.*

(a)(1)(G)  Summary Advertisement, published August 8, 2002.*

(a)(1)(H)  Press Release issued by Omnicare, Inc. on August 8, 2002.*

(a)(1)(I)  Complaint filed in the Chancery Court, New Castle County, Delaware on
           August 1, 2002.*

(a)(1)(J)  Press Release issued by Omnicare, Inc. on August 8, 2002.*

(a)(1)(K)  First Amended Complaint filed in the Chancery Court, New Castle
           County, Delaware on August 12, 2002.*

(a)(1)(L)  Press Release issued by Omnicare, Inc. on August 20, 2002.*

(a)(1)(M)  First Amended Complaint filed in the United States District Court for
           the Northern District of Ohio on August 21, 2002.*

(a)(1)(N)  Press release issued by Omnicare, Inc. on August 26, 2002.

(a)(5)(A)  Form of Agreement and Plan of Merger proposed by Omnicare, Inc.*

(b)(1)     Three-year, $495.0 million Credit Agreement, dated as of March 20, 2001, among
           Omnicare, Inc., as the Borrower, the Guarantors named therein and the lenders
           named therein, as the Lenders, Lehman Commercial Paper Inc., as a Syndication
           Agent, Sun Trust Bank, as a Documentation Agent, Deutsche Banc Alex. Brown, as
           a Documentation Agent, and Bank One, NA, with its main office in Chicago,
           Illinois, as the Administrative Agent. (Incorporated by reference to Exhibit
           99.3 of Omnicare's Current Report on Form 8-K filed with the Securities and
           Exchange Commission on March 23, 2001).

(c)        None.

(d)(1)     Confidentiality Agreement, dated August 29, 2001, between Omnicare, Inc. and
           NCS HealthCare, Inc.*

(e)        None.

(f)        None.

(g)        None.

(h)        None.



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* Previously filed.

EX-99

                                                               EXHIBIT (a)(1)(N)

                         [LETTERHEAD OF OMNICARE]

Omnicare                                                          news release
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                     OMNICARE, INC. ANNOUNCES EXPIRATION OF
                 HART-SCOTT-RODINO WAITING PERIOD IN CONNECTION
                 WITH ITS TENDER OFFER FOR NCS HEALTHCARE, INC.

COVINGTON, Ky., August 26, 2002 - Omnicare, Inc. (NYSE: OCR), a leading provider
of pharmaceutical care for the elderly, today announced the expiration of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
with respect to Omnicare's tender offer for all of the outstanding shares of
Class A common stock and Class B common stock of NCS Healthcare, Inc. (NCSS.OB)
for $3.50 per share.

As previously announced, Omnicare commenced a tender offer on August 8, 2002 for
all of the outstanding shares of Class A common stock and Class B common stock
of NCS at a price of $3.50 per share, in cash. Omnicare's fully financed offer
represents more than twice the value of the proposed transaction between NCS and
Genesis Health Ventures, Inc. and is nearly five times the value of NCS's
closing stock price of $0.74 on July 26, 2002, the last trading day before
Omnicare announced its acquisition proposal and before NCS announced its
proposed transaction with Genesis.

On August 1, 2002, Omnicare filed a lawsuit in Delaware Chancery Court to set
aside the merger agreement between Genesis and NCS and certain related voting
agreements.

The tender offer and withdrawal rights are scheduled to expire at 12:00
midnight, New York City time on September 5, 2002, unless extended.

Dewey Ballantine is acting as legal counsel to Omnicare and Merrill Lynch is
acting as financial advisor. Innisfree M&A Incorporated is acting as Information
Agent.


About the Company
Omnicare, based in Covington, Kentucky, is a leading provider of pharmaceutical
care for the elderly. Omnicare serves approximately 738,000 residents in
long-term care facilities in 45 states, making it the nation's largest provider
of professional pharmacy, related consulting and data management services for
skilled nursing, assisted living and other institutional healthcare providers.
Omnicare also provides clinical research services for the pharmaceutical and
biotechnology industries in 28 countries worldwide. For more information, visit
the company's Web site at http://www.omnicare.com.




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This document is neither an offer to purchase nor a solicitation of an offer to
sell securities. The tender offer is being made only through an offer to
purchase and related letter of transmittal. Investors and security holders are
strongly advised to read the tender offer statement of Omnicare because it
contains important information. The tender offer statement has been filed by
Omnicare with the Securities and Exchange Commission (SEC). Investors and
security holders may obtain a free copy of these statements (when available) and
other relevant documents on the SEC's Web site at: http://www.sec.gov. The
tender offer statement and related materials may also be obtained for free by
directing such requests to Omnicare at (859) 392-3331.

Statements in this press release concerning the relative value of Omnicare's
offer, together with other statements that are not historical, are
forward-looking statements that are estimates reflecting the best judgment of
Omnicare based on currently available information. Such forward-looking
statements involve actual known and unknown risks, uncertainties, contingencies
and other factors that could cause actual results, performance or achievements
to differ materially from those stated. Such risks, uncertainties, contingencies
and other factors, many of which are beyond the control of Omnicare, include
overall economic, financial and business conditions; trends for the continued
growth of the businesses of Omnicare; the ability to implement productivity,
consolidation and cost reduction efforts and to realize anticipated benefits;
the impact and pace of pharmaceutical price increases; delays and further
reductions in governmental reimbursement to customers and to Omnicare as a
result of pressure on federal and state budgets due to the continuing economic
downturn and other factors; the overall financial condition of Omnicare's
customers; Omnicare's ability to assess and react to the financial condition of
its customers; the impact of seasonality on the business of Omnicare; the
ability of vendors to continue to provide products and services to Omnicare; the
continued successful integration of Omnicare's clinical research business and
acquired companies, including NCS, and the ability to realize anticipated
economies of scale and cost synergies; pricing and other competitive factors in
the industry; increases or decreases in reimbursement; the effect of new
government regulations, executive orders and/or legislative initiatives,
including those relating to reimbursement and drug pricing policies and changes
in the interpretation and application of such policies; government budgetary
pressures and shifting priorities; efforts by payors to control costs; the
outcome of litigation; the failure of Omnicare to obtain or maintain required
regulatory approvals or licenses; loss or delay of contracts pertaining to
Omnicare's contract research organization business for regulatory or other
reasons; the ability of clinical research projects to produce revenues in future
periods; the ability to attract and retain needed management; the impact and
pace of technological advances; the ability to obtain or maintain rights to
data, technology and other intellectual property; the impact of consolidation in
the pharmaceutical and long-term care industries; volatility in the market for
Omnicare's stock, the stock of Genesis Health Ventures, the stock of NCS and in
the financial markets generally; access to capital and financing; the demand for
Omnicare's products and services; variations in costs or expenses; the continued
availability of suitable acquisition candidates; changes in tax law and
regulation; changes in accounting rules and standards; and other risks and
uncertainties described in Omnicare's reports and filings with the Securities
and Exchange Commission.

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Contacts:

                                  
Cheryl D. Hodges                      Joele Frank / Andy Brimmer
Omnicare, Inc.                        Joele Frank, Wilkinson Brimmer Katcher
(859) 392-3331                        (212) 355- 4449, ext. 121