EXHIBIT (a)(22)

                            [NEIGHBORCARE, INC. LOGO]


October 7, 2004


Dear NeighborCare Associate,

You might have seen the news this morning that the other guy sent a letter to
our Board of Directors asking us to meet to discuss their offer. Our Board
authorized a press release (see attached) saying that it does not believe that
further discussions of an offer that has been rejected three times would be
productive.

Our Board is firm in its belief that executing on our business plan is the best
use of our time and the best course forward for our Company.

If you have any questions about what you are hearing, or how people are
interpreting the other guy's actions, please feel free to contact your manager
or Jack Kordash in Baltimore. As always, I remain grateful for all that you have
done and continue to do for the Company.

Sincerely,

/s/ John J. Arlotta
John J. Arlotta
Chairman, President and Chief Executive Officer
NeighborCare, Inc.

STATEMENTS  MADE IN THIS  DOCUMENT,  OUR WEBSITE AND IN OUR OTHER PUBLIC FILINGS
AND  RELEASES,   WHICH  ARE  NOT  HISTORICAL  FACTS  CONTAIN   "FORWARD-LOOKING"
STATEMENTS  (AS DEFINED IN THE FEDERAL  SECURITIES  LAWS) 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",
"TARGET" AND SIMILAR  EXPRESSIONS.  SUCH  FORWARD  LOOKING  STATEMENTS  INCLUDE,
WITHOUT  LIMITATION,  STATEMENTS  REGARDING  THE EFFECT OF THE  SPIN-OFF  ON OUR
OPERATIONS,  EXPECTED CHANGES IN REIMBURSEMENT RATES AND INFLATIONARY  INCREASES
IN STATE MEDICAID RATES, EXPECTED BED COUNT, EXPECTED SG&A EXPENSE,  ANTICIPATED
RESTRUCTURING  CHARGES AND ESTIMATES OF TIMING AND COSTS SAVINGS RELATED TO COST
IMPROVEMENT  INITIATIVES.  FACTORS  THAT COULD  CAUSE  ACTUAL  RESULTS TO DIFFER
MATERIALLY INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING: COSTS, 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;  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,  AND  GENERATE
SUFFICIENT  CASH FLOW TO MEET  OPERATIONAL  AND FINANCIAL  REQUIREMENTS;  AND AN
ECONOMIC DOWNTURN OR CHANGES IN THE LAWS AFFECTING OUR BUSINESS IN THOSE MARKETS
IN WHICH NEIGHBORCARE OPERATES.  OUR BUSINESS,  OPERATIONS OR RESULTS COULD ALSO
BE AFFECTED  AS A RESULT OF  OMNICARE'S  TENDER  OFFER OR ITS  PENDENCY  AND THE
EFFECTS  THEREOF ON THE  COMPANY  AND ITS  BUSINESS,  EMPLOYEES,  CUSTOMERS  AND
SUPPLIERS.

THE  FORWARD-LOOKING  STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS,  UNCERTAINTIES
AND OTHER  FACTORS  THAT ARE,  IN SOME  CASES,  BEYOND OUR  CONTROL.  WE CAUTION
INVESTORS THAT ANY  FORWARD-LOOKING  STATEMENTS MADE BY US ARE NOT GUARANTEES OF
FUTURE PERFORMANCE.  WE DISCLAIM ANY OBLIGATION TO UPDATE ANY SUCH FACTORS OR TO
ANNOUNCE  PUBLICLY THE RESULTS OF ANY  REVISIONS  TO ANY OF THE  FORWARD-LOOKING
STATEMENTS TO REFLECT FUTURE EVENTS OR DEVELOPMENTS.

NEIGHBORCARE HAS FILED A SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9
REGARDING  OMNICARE'S  TENDER OFFER.  NEIGHBORCARE'S  SHAREHOLDERS  ARE STRONGLY
ADVISED TO READ CAREFULLY NEIGHBORCARE'S  SOLICITATION/RECOMMENDATION  STATEMENT
(INCLUDING ANY AMENDMENTS OR  SUPPLEMENTS)  REGARDING  OMNICARE'S  TENDER OFFER,
BECAUSE   IT   CONTAINS    IMPORTANT    INFORMATION.    FREE   COPIES   OF   THE
SOLICITATION/RECOMMENDATION STATEMENT AND THE RELATED AMENDMENTS OR SUPPLEMENTS,
WHICH  HAVE  BEEN  FILED  BY  NEIGHBORCARE  WITH  THE  SECURITIES  AND  EXCHANGE
COMMISSION,  ARE  AVAILABLE  AT THE  SEC'S  WEB SITE AT  WWW.SEC.GOV,  OR AT THE
NEIGHBORCARE'S WEB SITE AT WWW.NEIGHBORCARE.COM,  AND ALSO BY DIRECTING REQUESTS
TO   NEIGHBORCARE'S    INFORMATION   AGENT,   MACKENZIE   PARTNERS,   INC.,   AT
1-800-322-2885.


        601 East Pratt Street, 3rd Floor Baltimore, Maryland, 21202-6000
                       Tel 410.528.7300 Fax 410.528.7447