SCHEDULE 14A INFORMATION
           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [  ]

Check the appropriate box:
[ ]  Preliminary Proxy Statement             [  ]  Confidential for use of the
[ ]  Definitive Proxy Statement                    Commission only (as permitted
[ ]  Definitive Additional Materials               by Rule 14a-6(e)(2))
[X]  Soliciting Material pursuant to Rule 14a-12

                              NCS HEALTHCARE, INC.
.................................................................................
                (Name of Registrant as Specified In Its Charter)

.................................................................................
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X]  No fee required.
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
     1)   Title of each class of securities to which transaction applies:
.................................................................................
     2)   Aggregate number of securities to which transaction applies:
.................................................................................
     3)   Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
          filing fee is calculated and state how it was determined):
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     4)   Proposed maximum aggregate value of transaction:
.................................................................................
     5)   Total fee Paid:
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[  ] Fee paid previously with preliminary materials.

[  ] Check box if any part of the fee is offset as provided by Exchange Act
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     paid previously. Identify the previous filing by registration statement
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                       INFORMATION CONCERNING PARTICIPANTS

NCS HealthCare, Inc. (the "Company") and certain other persons named below may
be deemed to be participants in the solicitation of proxies of the Company's
shareholders to approve the proposed merger between the Company and Genesis
Health Ventures, Inc. ("Genesis"). The participants in this solicitation may
include the directors of the Company: Jon H. Outcalt, Kevin B. Shaw, Boake A.
Sells and Richard L. Osborne; as well as the following executive officers of the
Company: Jon H. Outcalt, Chairman of the Board, Kevin B. Shaw, President, Chief
Executive Officer and Secretary, Gerald D. Stethem, Senior Vice President and
Chief Financial Officer, William B. Byrum, Executive Vice President and Chief
Operating Officer, Thomas B. Mangum, Senior Vice President and Michael J.
Mascali, Senior Vice President. As of the date of this communication, Jon H.
Outcalt beneficially owns approximately 15.9% of the Company's outstanding
common stock, Kevin B. Shaw beneficially owns approximately 5.4% of the
Company's outstanding common stock and none of the other foregoing participants
individually beneficially owns in excess of 1% of the Company's outstanding
common stock. The directors and executive officers of the Company beneficially
own in the aggregate approximately 24.4% of the Company's outstanding common
stock. In addition, Jon H. Outcalt and Kevin B. Shaw entered into voting
agreements with the Company and Genesis whereby they agreed to vote their shares
in favor of the proposed merger and against any other proposed transactions.
Additional information about the directors and executive officers of the Company
is included in the Company's Proxy Statement for its 2001 Annual Meeting of
Shareholders filed with the SEC on October 29, 2001, and will be included in a
proxy statement/prospectus and other relevant documents concerning the proposed
transaction to be filed by the Company and Genesis with the SEC. INVESTORS ARE
URGED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ON THE PROPOSED TRANSACTION. Investors will be able to obtain the
documents free of charge at the SEC's website (www.sec.gov). In addition,
documents filed with the SEC by NCS HealthCare, Inc. will be available free of
charge by contacting NCS HealthCare, Inc., Investor Relations, 3201 Enterprise
Parkway, Suite 200, Beachwood, Ohio 44122, (216) 378-6808.

     INVESTORS SHOULD READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN IT
BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION.

     The following are (1) a press releases issued by the Company and Genesis
Health Ventures, Inc. on July 29, 2002 and (2) a press release issued by the
Company on July 29, 2002:

FOR IMMEDIATE RELEASE

CONTACT:  George V. Hager Jr.                    Gerald D. Stethem
          EVP & CFO                              SVP & CFO
          Genesis Health Ventures, Inc.          NCS HealthCare, Inc.
          610-444-6350                           216-378-6808


                GENESIS HEALTH VENTURES TO ACQUIRE NCS HEALTHCARE
      TRANSACTION CREATES SECOND LARGEST INSTITUTIONAL PHARMACY IN THE U.S.

     -    NeighborCare Nearly Doubles its Number of Institutional Beds Served
     -    Scale Provides Cost Synergies & Enhances Growth Potential





Kennett Square, PA--(July 29, 2002) Genesis Health Ventures, Inc. (NASDAQ: GHVI)
today announced that it has entered into a merger agreement to acquire NCS
HealthCare, Inc. (NCSS: OB), the fourth largest institutional pharmacy provider
in the United States. In the merger, each share of NCS common stock
(approximately 23.7 million shares outstanding) will be exchanged for 0.1 of a
share of Genesis common stock.

The merger will consolidate operations of NCS and NeighborCare, Genesis Health
Ventures' pharmacy subsidiary, under the NeighborCare banner, making
NeighborCare the second largest long-term care pharmacy provider in the United
States with over $1.8 billion in annual revenues. NeighborCare, currently the
third largest institutional pharmacy provider in the U.S., serves approximately
248,000 long-term care beds in 33 states, while NCS serves over 203,000 beds,
adding 7 states to NeighborCare's market.

"The combination of NCS and NeighborCare makes us a more powerful player in the
institutional pharmacy business and well positioned to serve long-term care
providers nationwide," said Robert Fish, Genesis' CEO. "As a result of this
transaction, NeighborCare will nearly double the number of institutional beds it
serves and will generate approximately 60% of Genesis' revenues. This is an
important step toward our stated strategy of building the healthcare services
side of our business."

At the closing of the transaction, Genesis will repay in full the outstanding
debt of NCS which includes $206 million of senior debt, and will redeem $102
million of 5.75% convertible subordinated debentures, including any accrued and
unpaid interest. In total, the transaction is valued at $340 million, net of the
application of approximately $20 million in excess cash at NCS.

NCS stockholders representing approximately 65% of the voting power in NCS have
agreed to vote in favor of the merger. The merger has been approved by the
Boards of Directors of both Genesis and NCS, as well as by a special committee
of independent directors of NCS. Genesis and NCS will file with the Securities
and Exchange Commission (the "SEC") a proxy statement/prospectus and other
relevant documents concerning the proposed merger transaction. Consummation of
the transaction, which is expected to occur in the fourth calendar quarter, is
subject to regulatory approval and other customary conditions.






Genesis intends to finance the cash portion of the purchase price with existing
cash on hand, which was approximately $103 million as of June 30, 2002, and an
increase in its senior credit facility. Based on NCS' current operating income,
the transaction is not expected to materially change Genesis' leverage profile.
NCS' earnings before interest, taxes, depreciation and amortization (EBITDA) was
$8.1 million for its third quarter ended March 31, 2002. Reported EBITDA
included approximately $2.4 million in debt restructuring and other related
expenses.

Genesis believes the acquisition is accretive to earnings based upon NCS'
operating performance before the realization of synergies. Expected synergies of
$15 to $25 million include the benefits of increased scale, which will
significantly improve purchasing leverage, and efficiencies created through site
consolidation, overhead reduction and distribution logistics. Furthermore, the
merger will create a common platform for the development and implementation of
industry-leading technologies.

"We are excited about the NCS transaction", said Robert Smith, President of
NeighborCare. "NCS brings a large and diverse customer base built with an
operating model focused more on standalone skilled nursing facilities and
smaller chain providers. We believe this will greatly enhance NeighborCare's
ability to grow."

"The strategic combination of NCS and NeighborCare delivers value to all
stakeholders", said NCS HealthCare's CEO Kevin Shaw. "Our customers will benefit
from our improved competitive position and a continuing commitment to focus on
our patients -- a value long shared by both NCS and NeighborCare. Together, our
companies have national scale, a deep commitment to customer service and
industry-leading technology."

Genesis Health Ventures (GHVI) provides healthcare services to America's elders
through a network of NeighborCare pharmacies and Genesis ElderCare skilled
nursing and assisted living facilities. Other Genesis healthcare services
include rehabilitation and hospitality services, group purchasing, consulting
and facility management. Visit the Genesis website at http://www.ghv.com

NCS HealthCare, Inc., (NCSS: OB) is a leading provider of pharmaceutical and
related services to long-term care facilities, including skilled nursing
centers, assisted living facilities and hospitals.

Statements made in this release, and in our other public filings and releases,
that are not historical facts contain "forward-looking" statements (as defined
in the Private Securities





Litigation Reform Act of 1995) that involve risks and uncertainties and are
subject to change at any time. These forward-looking statements may include, but
are not limited to, statements containing words such as "anticipate," "believe,"
"plan," "estimate," "expect," "intend," "may" and similar expressions. Factors
that could cause actual results to differ materially include, but are not
limited to, the following: changes in the reimbursement rates or methods of
payment from Medicare or Medicaid, or the implementation of other measures to
reduce reimbursement for our services; changes in pharmacy legislation and
payment formulas; the expiration of enactments providing for additional
government funding; efforts of third-party payors to control costs; the impact
of federal and state regulations; changes in payor mix and payment
methodologies; further consolidation of managed care organizations and other
third-party payors; competition in our business; litigation regarding our
NeighborCare pharmacy operations' provision of service to HCR Manor Care; an
increase in insurance costs and potential liability for losses not covered by,
or in excess of, our insurance; competition for qualified staff in the
healthcare industry; our ability to control operating costs, return to
profitability and generate sufficient cash flow to meet operational and
financial requirements; the impact of acquisitions, divestitures and
restructurings and other unusual items, including our ability to obtain the
anticipated results and synergies from the proposed merger transaction and the
increased uncertainty created by the integration of the two businesses; and an
economic downturn or changes in the laws affecting our business in those markets
in which we operate. Genesis and NCS disclaim any intention or obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. This information is presented solely to
provide additional information to further understand the companies.

                                      # # #

                   NCS HEALTHCARE ENTERS INTO MERGER AGREEMENT
                          WITH GENESIS HEALTH VENTURES

     Beachwood, Ohio -- (July 29, 2002) NCS HealthCare, Inc. (NCSS: OB)
announced that on July 28, 2002, it entered into a definitive merger agreement
with Genesis Health Ventures, Inc. (NASDAQ: GHVI). In the merger, each share of
NCS common stock will be exchanged for 0.1 of a share of Genesis common stock,
and Genesis will repay in full the outstanding debt of NCS, including $206
million of senior debt, and will redeem $102 million of 5.75% convertible
subordinated debentures, including any accrued and unpaid interest. The total
transaction value is approximately $340 million, net of the application of
approximately $20 million in excess cash at NCS.

     The merger has been unanimously approved by the Board of Directors of NCS,
acting on the recommendation of a special committee of independent directors of
NCS. In its evaluation





and determination, the independent committee and NCS' Board considered all
expressions of interest with respect to alternative transactions. NCS
stockholders representing approximately 65% of the voting power in NCS have
committed to vote in favor of the merger. Consummation of the transaction, which
is expected to occur in the fourth calendar quarter, is subject to regulatory
approval and other customary conditions.

NCS HealthCare, Inc. (NCSS: OB) is a leading provider of pharmaceutical and
related services to long-term care facilities, including skilled nursing
centers, assisted living facilities and hospitals.

Genesis Health Venture, Inc. (GHVI) provides healthcare services to America's
elders through a network of NeighborCare pharmacies and Genesis ElderCare
skilled nursing and assisting living facilities. Other Genesis healthcare
services include rehabilitation and hospitality services, group purchasing,
consulting and facility management. Visit the Genesis website at
http://www.ghv.com.

Statements made in this release, and in our other public filings and releases,
that are not historical facts contain "forward-looking" statements (as defined
in the Private Securities Litigation Reform Act of 1995) that involve risks and
uncertainties and are subject to change at any time. These forward-looking
statements may include, but are not limited to, statements containing words such
as "anticipate," "believe," "plan," "estimate," "expect," "intend," "may" and
similar expressions. Factors that could cause actual results to differ
materially include, but are not limited to, the following: changes in the
reimbursement rates or methods of payment from Medicare or Medicaid, or the
implementation of other measures to reduce reimbursement for our services;
changes in pharmacy legislation and payment formulas; the expiration of
enactments providing for additional government funding; efforts of third-party
payors to control costs; the impact of federal and state regulations; changes in
payor mix and payment methodologies; competition in our business; an increase in
insurance costs and potential liability for losses not covered by, or in excess
of, our insurance; competition for qualified staff in the healthcare industry;
our ability to control operating costs, return to profitability and generate
sufficient cash flow to meet operational and financial requirements; the impact
of acquisitions, divestitures and restructurings and other unusual items,
including our ability to obtain the anticipated results and synergies from the
proposed merger transaction and the increased uncertainty created by the
integration of the two businesses; and an economic downturn or changes in the
laws affecting our business in those markets in which we operate. NCS disclaims
any intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise. This
information is presented solely to provide additional information to further
understand the companies.

                                      # # #