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|         | (Mark          One)                                                                                            |
|--------------|----------------------------------------------------------------------------------------------------------------|
|    | **ANNUAL          REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT          OF 1934**     |
|         |                                                                                                           |
|         | **FOR          THE FISCAL YEAR ENDED SEPTEMBER 30, 2003**                                                      |
|         |                                                                                                           |
| **OR**       |
|         |
|    | **TRANSITION          REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT          OF 1934** |
|         |                                                                                                           |
| **NEIGHBORCARE,          INC.**                                 |
|-----------------------------------------------------------------|
| (Exact          name of Registrant as specified in its charter) |
| **Pennsylvania**                                                                 | **7          East Lee Street          Baltimore, MD  21202**             | **06-1132947**                                            |
|----------------------------------------------------------------------------------|-------------------------------------------------------------------------------|-----------------------------------------------------------|
| (State          or other jurisdiction of          incorporation or organization) | (Address          of principal executive          offices including zip code) | (I.R.S.          Employer          Identification Number) |

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| (1) | The          aggregate market value of the voting and non-voting common stock set          forth above equals the number of shares of the registrant’s common          stock outstanding, reduced by the number of shares of common stock held          by officers, directors and shareholders owning in excess of 10% of the          registrant’s common stock, multiplied by the last reported sale          price for the registrant’s common stock on the last business day          of the registrant’s most recently completed second fiscal quarter          (i.e., March 31, 2003) ($14.86). The information provided shall in no          way be construed as an admission that any officer, director or 10% shareholder          of the registrant may or may not be deemed an affiliate of the registrant          or that he/it is the beneficial owner of the shares reported as being          held by him/it, and any such inference is hereby disclaimed. The information          provided herein is included solely for record keeping purposes of the          Securities and Exchange Commission. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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**Explanatory Note**

The purpose of this Amendment No.      1 to the Annual Report on Form 10-K/A is to file the conformed signatures      to Exhibits 31.1, 31.2, 32.1 and 32.2 which were inadvertently omitted      from the original Form 10-K filing.

**SIGNATURES**

Pursuant to the requirements of Section      13 or 15(d) of the Securities Exchange Act of 1934, the registrant has      duly caused this report to be signed on its behalf on December 29, 2003      by the undersigned thereunto duly authorized.
|   | NEIGHBORCARE,      INC. |
|--------|-------------------------|
|   |                    |   |
|   | By:                     | /s/ John J. Arlotta |
|   |                    |  |
|   |                    | John J. Arlotta,        Chairman, President        and Chief Executive Officer |

 

 

 

 

</R>

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| 1.     | I have    reviewed this annual report on Form 10-K of NeighborCare, Inc. and subsidiaries;                                                                                                                                                                                                                                              |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                    |
| 2.     | Based on my    knowledge, this annual report does not contain any untrue statement of a    material fact or omit to state a material fact necessary to make the    statements made, in light of the circumstances under which such statements    were made, not misleading with respect to the period covered by this annual    report; |
|   |                                                                                                                                                                                                                                                                                                                                    |
| 3.     | Based on my    knowledge, the financial statements, and other financial information included    in this annual report, fairly present in all material respects the financial    condition, results of operations and cash flows of the registrant as of, and    for, the periods presented in this annual report;                       |
|   |                                                                                                                                                                                                                                                                                                                                    |
| 4.     | The    registrant’s other certifying officer and I are responsible for establishing    and maintaining disclosure controls and procedures (as defined in Exchange    Act Rules 13a-15e and 15d-15(e)) for the registrant and have:                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                    |   |
|   | a)                                                                                                                                                                                                                                                                                                                                      | designed    such disclosure controls and procedures, or caused such disclosure controls    and procedures to be designed under our supervision, to ensure that material    information relating to the registrant, including its consolidated    subsidiaries, is made known to us by others within those entities,    particularly during the period in which this annual report is being prepared; |
|   |                                                                                                                                                                                                                                                                                                                                    |   |
|   | b)                                                                                                                                                                                                                                                                                                                                      | [Intentionally    omitted]; |
|   |                                                                                                                                                                                                                                                                                                                                    |   |
|   | c)                                                                                                                                                                                                                                                                                                                                      | evaluated    the effectiveness of the registrant’s disclosure controls and procedure and    presented in this annual report our conclusions about the effectiveness of    the disclosure controls and procedures, as of the end of the period covered    by this report based on such evaluation; and |
|   |                                                                                                                                                                                                                                                                                                                                    |   |
|   | d)                                                                                                                                                                                                                                                                                                                                      | disclosed    in this report any change in the registrant’s internal control over financial    reporting that occurred during the registrant’s most recent fiscal quarter    (the registrant’s fourth fiscal quarter in the case of an annual report) that    has materially affected, or is reasonably likely to materially affect, the    registrant’s internal control over financial reporting. |
|   |                                                                                                                                                                                                                                                                                                                                    |   |
| 5.     | The    registrant’s other certifying officer and I have disclosed, based on our most    recent evaluation of internal control over financial reporting, to the    registrant’s auditors and the audit committee of registrant’s board of    directors (or persons performing the equivalent functions):                  |
|   |                                                                                                                                                                                                                                                                                                                                    |   |
|   | a)                                                                                                                                                                                                                                                                                                                                      | all    significant deficiencies and material weaknesses in the design or operation    of internal control over financial reporting which are reasonably likely to    adversely affect the registrant’s ability to record, process, summarize and    report financial information; and |
|   |                                                                                                                                                                                                                                                                                                                                    |   |
|   | b)                                                                                                                                                                                                                                                                                                                                      | any fraud,    whether or not material, that involves management or other employees who have    a significant role in the registrant’s internal controls over financial    reporting. |

| /s/    | John    J. Arlotta |
|--------|--------------------|
|   |                    |
|   | John J. Arlotta    |

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| 1.     | I have    reviewed this annual report on Form 10-K of NeighborCare, Inc. and    subsidiaries;                                                                                                                                                                                                                                           |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                    |
| 2.     | Based on my    knowledge, this annual report does not contain any untrue statement of a    material fact or omit to state a material fact necessary to make the    statements made, in light of the circumstances under which such statements    were made, not misleading with respect to the period covered by this annual    report; |
|   |                                                                                                                                                                                                                                                                                                                                    |
| 3.     | Based on my    knowledge, the financial statements, and other financial information included    in this annual report, fairly present in all material respects the financial    condition, results of operations and cash flows of the registrant as of, and    for, the periods presented in this annual report;                       |
|   |                                                                                                                                                                                                                                                                                                                                    |
| 4.     | The    registrant’s other certifying officer and I are responsible for establishing    and maintaining disclosure controls and procedures (as defined in Exchange    Act Rules 13a-15e and 15d-15(e)) for the registrant and have:                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                    |   |
|   | a)                                                                                                                                                                                                                                                                                                                                      | designed    such disclosure controls and procedures, or caused such disclosure controls    and procedures to be designed under our supervision, to ensure that material    information relating to the registrant, including its consolidated    subsidiaries, is made known to us by others within those entities,    particularly during the period in which this annual report is being prepared; |
|   |                                                                                                                                                                                                                                                                                                                                    |   |
|   | b)                                                                                                                                                                                                                                                                                                                                      | [Intentionally    omitted]; |
|   |                                                                                                                                                                                                                                                                                                                                    |   |
|   | c)                                                                                                                                                                                                                                                                                                                                      | evaluated    the effectiveness of the registrant’s disclosure controls and procedure and    presented in this annual report our conclusions about the effectiveness of    the disclosure controls and procedures, as of the end of the period covered    by this report based on such evaluation; and |
|   |                                                                                                                                                                                                                                                                                                                                    |   |
|   | d)                                                                                                                                                                                                                                                                                                                                      | disclosed    in this report any change in the registrant’s internal control over financial    reporting that occurred during the registrant’s most recent fiscal quarter    (the registrant’s fourth fiscal quarter in the case of an annual report) that    has materially affected, or is reasonably likely to materially affect, the    registrant’s internal control over financial reporting. |
|   |                                                                                                                                                                                                                                                                                                                                    |   |
| 5.     | The    registrant’s other certifying officer and I have disclosed, based on our most    recent evaluation of internal control over financial reporting, to the    registrant’s auditors and the audit committee of registrant’s board of    directors (or persons performing the equivalent functions):                  |
|   |                                                                                                                                                                                                                                                                                                                                    |   |
|   | a)                                                                                                                                                                                                                                                                                                                                      | all    significant deficiencies and material weaknesses in the design or operation    of internal control over financial reporting which are reasonably likely to    adversely affect the registrant’s ability to record, process, summarize and    report financial information; and |
|   |                                                                                                                                                                                                                                                                                                                                    |   |
|   | b)                                                                                                                                                                                                                                                                                                                                      | any fraud,    whether or not material, that involves management or other employees who have    a significant role in the registrant’s internal controls over financial    reporting. |

| /s/    | Richard W. Sunderland,      Jr. |
|--------|---------------------------------|
|   |                                 |
|   | Richard W. Sunderland, Jr.      |

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| 1.     | The Report    fully complies with the requirements of section 13(a) or 15(d) of the    Securities Exchange Act of 1934; and                                |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                       |
| 2.     | The    information contained in the Report fairly presents, in all material    respects, the financial condition and results of operations of the Company. |

| /s/    | John J. Arlotta    |
|--------|--------------------|
|   |                    |
|   | John J.    Arlotta |

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| 1.     | The Report    fully complies with the requirements of section 13 (a) or 15(d) of the    Securities Exchange Act of 1934; and                               |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                       |
| 2.     | The information    contained in the Report fairly presents, in all material respects, the    financial condition and results of operations of the Company. |

| /s/    | Richard W. Sunderland, Jr.    |
|--------|-------------------------------|
|   |                               |
|   | Richard W.    Sunderland, Jr. |

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