EXHIBIT 10.23

                                   EIGHTEENTH
                        AMENDMENT TO EMPLOYMENT AGREEMENT

     CHERYL D. HODGES ("Employee"), and OMNICARE MANAGEMENT COMPANY, a Delaware
corporation (the "Company"), hereby agree as follows:

1. Recitals

     (a) The Company is an indirect subsidiary of Omnicare, Inc. as a result of
a corporate restructuring of Omnicare, Inc. and its affiliates;

     (b) In connection with such restructuring certain assets and liabilities of
Omnicare, Inc. have been transferred to the Company, effective December 31,
1988, including the employment agreement between the Employee and Omnicare,
Inc., dated August 4, 1988 (the "Employment Agreement");

     (c) The Company, as assignee, and Employee amended the Employment Agreement
by mutual written agreement on December 31, 1988, May 23, 1989, May 22, 1990,
May 21, 1991, May 19, 1992, May 17, 1993, May 16, 1994, May 15, 1995, May 20,
1996, May 19, 1997, May 18, 1998, March 3, 1999, February 25, 2000, March 1,
2000, March 1, 2001, February 6, 2002 and March 6, 2003 (the "Prior
Amendments"); and

     (d) The Company and the Employee wish to amend the Employment Agreement as
set forth below.

2. Amendments

     (a) Section 1.2 of the Employment Agreement is amended by deleting the year
"2008" from the third line of Section 1.2 and substituting the year "2009"
therefor.

     (b) The amount of unrestricted stock award recognized in lieu of incentive
compensation in 2003 is $709,626.

     (c) Section 1.1(b) of the Employment Agreement is deleted in its entirety.

3. General

     Except as previously changed by the Prior Amendments and as specifically
amended herein, the Employment Agreement will remain in full force and effect in
accordance with its original terms, conditions and provisions.








     IN WITNESS WHEREOF, the parties have duly executed this amendatory
agreement as of March 11, 2004.




EMPLOYEE                                         OMNICARE MANAGEMENT
                                                 COMPANY

/s/ Cheryl D. Hodges                             /s/ Joel F. Gemunder
--------------------                             -----------------------
Cheryl D. Hodges                                 By: Joel F. Gemunder
                                                 Title: President