SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* DONDERO JAMES D (Last) (First) (Middle) 13455 NOEL ROAD SUITE 1300 (Street) DALLAS TX 75240 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NEIGHBORCARE INC [ NCRX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/15/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/16/2003		C		262,664	A	(1)	1,560,512	I(3)	By Highland Crusader Offshore Partners, L.P.
Common Stock	12/16/2003		C		24,882	A	(1)	264,656	I(3)	By Prospect Street High Income Portfolio, Inc.
Common Stock	12/16/2003		C		18,563	A	(1)	175,824	I(3)	By KZH Pamco LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	$12.6	12/16/2003		C			2,784	(2)	(2)	Common Stock	24,882	(2)	0	I	By Prospect Street High Income Portfolio, Inc.
Series A Convertible Preferred Stock	$12.6	12/16/2003		C			29,389	(2)	(2)	Common Stock	262,664	(2)	0	I	By Highland Crusader Offshore Partners, L.P.
Series A Convertible Preferred Stock	$12.6	12/16/2003		C			2,077	(2)	(2)	Common Stock	18,563	(2)	0	I	By KZH Pamco LLC

Explanation of Responses:

1. On December 22, 2003, NeighborCare, Inc., (the "Company")filed an 8-K announcing that is exercising its right to convert all of its outstanding Series A Convertible Preferred Stock ("Preferred") into common stock, par value of $.02 per share ("Common Stock") of the Company. For each share of Preferred held shareholders will receive 8.9375 shares of Common Stock. This conversion ratio includeds dividends accrued but unpaid on the Preferred through the date of conversion. The conversion was deemed effective as of December 16, 2003. Accordingly , the filing group in aggregate converted 34,250 shares of the Preferred, representing all shares of Preferred held by them, excluding accrued pay-in-kind dividends on the Preferred, which have been included in the conversion ratio, into 306,109 shares of Common Stock.

2. Each share of Series A Preferred is convertible, at any time at the option of the holder, into the number of shares of the Company's Common Stock which results from dividing (x) the liquidation preference of $100 per each such share plus all accrued and unpaid dividends through the date of conversion, by (y) the conversion price of $12.60 per share. The Series A Preferred accrues dividends at the annaul rate of 6% payable in additional shares of Series A Preferred. The Company has the right to convert all shares of Series A Preferred to shares of Common Stock at any time after October 2, 2002, when the average trading price of the Company's Common Stock for 20 consecutive trading days exceeds $18.60 per share. The Series A Preferred are subject to mandatory redemption on October 2, 2010.

3. Indirect ownership consists of shares held by a filing group consisting of Highland Capital Management, L.P., a Delaware limited partnership and registered investment advisor ("Highland Capital") and its affliates, Highland Crusader Offshore Partners, L.P., a Bermuda limited partnership, ("Crusader"), Highland Equity Focus Fund, L.P., a Delaware limited partnership ("HEFF"), Prospect Street High Income Portfolio, Inc., a Maryland corporation ("Prospect") and KZH Pamco LLC. The general partner of Highland Capital is Strand Advisors, Inc., a Delaware corporation ("Strand"). Mr. Dondero is President of Highland, Prospect and Strand, and a Director of the Issuer.

	James D. Dondero	01/16/2004
	** Signature of Reporting Person	Date
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