SC TO-T/A

________________________________________________________________________________

                       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. 24

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

                              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 [ ]

________________________________________________________________________________




         This Amendment No. 24 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 12. Exhibits.

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

        Exhibit (a)(1)(MM) Excerpts from the Transcript of Omnicare's Third
Quarter 2002 Conference Call, dated October 31, 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: October 31, 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)(1)(O)  Press Release issued by Omnicare, Inc. on September 6, 2002.*

(a)(1)(P)  Selected material from a presentation of Omnicare, Inc. at the
           Bear Stearns 15th Annual Healthcare Conference on
           September 17, 2002 at The Waldorf Astoria, New York, New York.*

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

(a)(1)(R)  Motion for Summary Judgment as to Count I of the First Amended
           Complaint filed in the Chancery Court, New Castle County, Delaware
           on September 30, 2002.*

(a)(1)(S)  Motion to Dismiss the First Amended Complaint filed in the United States
           District Court for the Northern District of Ohio on September 13, 2002.*

(a)(1)(T)  Opposition to Omnicare's Motion to Dismiss and Motion for Preliminary
           Injunction filed in the United States District Court for the Northern
           District of Ohio on September 30, 2002.*

(a)(1)(U)  Press Release issued by Omnicare, Inc. on October 4, 2002.*


(a)(1)(V)  Defendant's Motion to Dismiss the Second Amended Complaint filed in
           the Chancery Court, New Castle County, Delaware on October 3, 2002.*

(a)(1)(W)  Omnicare's Reply Memorandum of Law in Further Support of the Motion
           to Dismiss the First Amended Complaint filed in the United States
           District Court for the Northern District of Ohio on October 15,
           2002.*

(a)(1)(X)  Second Amended Complaint filed in the Chancery Court, New Castle
           County, Delaware on October 16, 2002.*

(a)(1)(Y)  Plaintiff's Memorandum of Law in Opposition to the NCS Defendants'
           Motion to Dismiss Omnicare's Second Amended Complaint filed in the
           Chancery Court, New Castle County, Delaware on October 17, 2002.*

(a)(1)(Z)  Omnicare's Memorandum of Law in Opposition to Plaintiff's Motion for
           Preliminary Injunction filed in the United States District Court for
           the Northern District of Ohio on October 17, 2002.*

(a)(1)(AA) The NCS Defendants' Memorandum of Law in Opposition to Omnicare's and
           the Class Plaintiffs' Motion for Summary Judgment filed in the
           Chancery Court, New Castle County, Delaware on October 17, 2002.*

(a)(1)(BB) Defendant Jon H. Outcalt's Brief in Opposition to Omnicare's Motion
           for Summary Judgment on Count I of the First Amended Complaint filed
           in the Chancery Court, New Castle County, Delaware on October 17,
           2002.*

(a)(1)(CC) Defendant Kevin B. Shaw's Memorandum of Law in Opposition to
           Omnicare's Motion for Summary Judgment on Count I of the Second
           Amended Complaint filed in the Chancery Court, New Castle County,
           Delaware on October 17, 2002.*

(a)(1)(DD) Brief of Defendants Genesis Health Ventures, Inc. and Geneva Sub,
           Inc. in Opposition to Omnicare's and the Class Plaintiffs' Motions
           for Summary Judgment on Count I of their Complaints filed in the
           Chancery Court, New Castle County, Delaware on October 17, 2002.*

(a)(1)(EE) Press Release issued by Omnicare, Inc. on October 22, 2002.*

(a)(1)(FF) Reply Memorandum of Law in Further Support of Omnicare's Motion for
           Summary Judgment as to Count I of the Second Amended Complaint filed
           in the Chancery Court, New Castle County, Delaware on October 22,
           2002.*

(a)(1)(GG) The NCS Defendants' Reply Memorandum of Law in Support of Their
           Motion to Dismiss Omnicare's Second Amended Complaint filed in the
           Chancery Court, New Castle County, Delaware on October 22, 2002.*

(a)(1)(HH) Reply Brief of Defendants Genesis Health Ventures, Inc. and Geneva
           Sub, Inc. in Support of Their Motion to Dismiss the Second Amended
           Complaint filed in the Chancery Court, New Castle County, Delaware
           on October 22, 2002.*

(a)(1)(II) Omnicare, Inc. v. NCS HealthCare, Inc., et al., C.A. No. 19800
           (Del. Ch. October 25, 2002).*

(a)(1)(JJ) Press Release issued by Omnicare, Inc. on October 28, 2002.*

(a)(1)(KK) Omnicare, Inc. v. NCS HealthCare, Inc., et al., C.A. No. 19800 (Del. Ch.
           October 29, 2002).*

(a)(1)(LL) Press Release issued by Omnicare, Inc. on October 30, 2002.*

(a)(1)(MM) Excerpts from the Transcript of Omnicare's Third Quarter 2002
           Conference Call, dated October 31, 2002.

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

(a)(5)(B)  Agreement and Plan of Merger executed 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.



- ---------------------
* Previously filed.

EX-99

                                                              Exhibit (a)(1)(MM)

  Excerpts from the Transcript of Omnicare's Third Quarter 2002 Conference Call
                                October 31, 2002

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

         Before we get into our earnings, I am going to take a couple of minutes
to give you a brief update on recent developments concerning our offer to
acquire NCS HealthCare. You will understand of course that, given the litigation
that is going on, I am necessarily limited in what I can say on this matter and,
consequently and regrettably, I won't be able to take questions on this issue
during the Q&A session.

         On last quarter's call we announced the commencement of litigation and
the launch of a tender offer for NCS shares. To date, an overwhelming majority
of NCS's public stockholders have supported Omnicare's $3.50 fully financed,
all-cash offer to acquire NCS. As of October 21st of this year, approximately
71% of these stockholders have tendered NCS shares into Omnicare's tender offer.

         Apparently recognizing that the Genesis transaction is inferior to
Omnicare's offer and not in the best interests of the NCS stockholders, on
October 22, the NCS board of directors withdrew its recommendation that NCS
stockholders vote in favor of the Genesis transaction.

         Moreover, NCS stockholders, in addition to Omnicare, have sued the NCS
directors for breaching their fiduciary duties in approving the merger agreement
with Genesis and related voting agreements. A motion for a preliminary
injunction relating to these claims is expected to be heard by the Delaware
Chancery Court on November 14.

         Now, as you may know, earlier this week, the Delaware Chancery Court
denied our motion for summary judgment as to the first count of our complaint,
which sought a declaration






that the execution of the voting agreements with Genesis by Jon Outcalt and
Kevin Shaw resulted in the automatic conversion of the Class B shares, which
have ten votes per share, into Class A shares, which have one vote per share,
and granted summary judgment in favor of the defendants. And in another ruling,
the court found that, because Omnicare was not an NCS stockholder on July 28th,
the date on which the NCS board approved the merger and related voting
agreements, it does not have standing to bring claims that the NCS directors
breached their fiduciary duties. We believe that the court has erred and we plan
to appeal these rulings. Moreover, we note that the court's rulings do not
address the merits of the fiduciary duty claims. We look forward to the court
addressing those claims on November 14 in connection with the NCS
stockholder-plaintiffs' action, which is based on the same grounds as was
Omnicare's complaint.

         And as we have said before, we are a disciplined and determined buyer,
and we remain fully committed to our superior offer to acquire NCS. It is worth
repeating, I believe, that our $3.50 all-cash offer represents more than four
and a half times the value of the company's stock prior to the receipt of our
offer on July 26th, and more than twice the value of the Genesis offer. NCS
stockholders should not be forced to accept an inferior transaction -
particularly one that the NCS Board does not even support. So, we'll keep you
updated on further developments, stay tuned.

         Now, turning our attention to our earnings announcement...






[Question and Answer]

.. . .

THE OPERATOR:

Your next question comes from Sandy Draper with Robinson Humphreys.

SANDY DRAPER, ROBINSON HUMPHREYS:

Two questions. Joel, I know you don't want to answer specific questions on NCS,
but could you address, sort of, on the legal front, how much time is senior
management spending on this and is there a certain point if it drags out long
enough that it's just gonna eat up too much of your time and it's not worth
pursuing or right now do you view this as such an attractive opportunity that
you're willing to, you know, drag it out for the foreseeable future and you
don't think you're spending too much time on it?

MR. JOEL GEMUNDER:

Alright, let me answer the question this way. It's a very good question. One, we
expect this thing to be resolved, there's a hearing as I said before on the
fourteenth of November and it should be resolved prior to the end of the year.
Am I spending too much time on it the answer is no. Fortunately, I'm not a
lawyer so I have to delegate that to other people and we have very competent
counsel in the form of bankers and lawyers and they handle the majority of that
for us and we're not letting, we're not sitting there with bated breath waiting
on answers. We have a lot of other fish to fry and that's what we're doing. So
the answer to your question is no, we're not spending a lot of time on it and
yes, we expect this to be a short range, come to a short range conclusion within
the next thirty to sixty days.

.. . .