**Exhibit31.1**

**CERTIFICATIONSPURSUANT TO EXCHANGE ACT RULE 13a-14(a)**

I, John J. Arlotta, Chief Executive Officerof NeighborCare, Inc., certify that:

1.             Ihave reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A ofNeighborCare, Inc. and subsidiaries;

 

2.             Basedon my knowledge, this Annual Report on Form 10-K/A does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this AnnualReport on Form 10-K/A;

 

3.             Basedon my knowledge, the financial statements, and other financial informationincluded in this Annual Report on Form 10-K/A, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this Annual Report on Form10-K/A;

 

4.             Theregistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15e and 15d-15(e)) for the registrant and have:

 

                a)             Designed such disclosure controlsand procedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisAnnual Report on Form 10-K/A is being prepared;

 

                b)            [Intentionally omitted];

 

                c)             Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this AnnualReport on Form 10-K/A our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this AnnualReport on Form 10-K/A based on such evaluation; and

 

                d)            Disclosed in this Annual Report onForm 10-K/A any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and

 

5.             Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of registrant’s Board ofDirectors (or persons performing the equivalent functions):

 

                a)             All significant deficiencies andmaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financialinformation; and

 

                b)            Any fraud, whether or not material,that involves management or other employees who have a significant role in theregistrant’s internal controls over financial reporting.

 
|                    | /s/  John J. Arlotta |
|-------------------------|----------------------|
| Date: December 14, 2004 | John  J. Arlotta     |

 

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