SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

DONDERO JAMES D

(Last)

(First)

(Middle)

13455 NOEL ROAD SUITE 1300

(Street)

DALLAS

75240

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/02/2001

3. Issuer Name and Ticker or Trading Symbol
NEIGHBORCARE INC [ NCRX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
10/11/2001

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	157,261	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	18,563	$20.33	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

Explanation of Responses:

1. This amendment (this "Amendment") to the Form 3 filed by Mr. Dondero on October 11, 2001 (the "Original Filing") add certain security holdings inadvertently omitted from the Original Filing.

2. On February 27, 1998, Hartford Secured Loan Trust ("Hartford") entered into an investment arrangement (the "KZH Agreement") with KZH Pamco, LLC ("KZH") with respect to a pool of senior secured bank loans totaling approximately $525,600,000 in principal amount (the "Asset Pool"), which included approximately $8,322,006 of bank loans made to the Issuer and certain of its subsidiaries (the "Issuer Loans"). Pursuant to the terms of the KZH Agreement and a Trust Agreement, dated 2/27/1998 (the "Trust Agreement"), the holders of interests in Hartford receive periodic interest payments generated by the Asset Pool, less the costs of administration and leverage financing.

3. On 9/20/01, the United States Bankruptcy Court for the District of Delaware entered an order approving a certain Debtors' Joint Plan of Reorganization, dated 7/6/01 (as amended, the "Plan"), pursuant to which the Issuer and certain of its subsidiaries emerged from bankruptcy on 10/2/01. The Plan provided that approximately 157,261 shares of the Issuer's common stock and 1,928 shares of the Issuer's Series A Convertible Preferred Stock (collectively, the "New Assets") would be distributed in exchange for a portion of the claims represented by the Issuer Loans. As a result, the New Assets became part of the Asset Pool. Highland Capital Managment, L.P. ("HCMLP") serves as the investment advisor to Hartford and holds certificates issued by Hartford pursuant to the Trust Agreement.

4. Strand Advisors, Inc. ("Strand") is the general partner of HCMLP. Mr. Dondero is the President of HCMLP and the President and a director of Strand. HCMLP, Strand and Mr. Dondero expressly disclaim beneficial ownership or the securities reported herein, except to the extent of their pecuniary interest therein.

5. Immediately

6. N/A

	James D. Dondero	07/30/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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