EXHIBIT 12

Statement of Computation of Ratio of Earnings to Fixed
Charges
Omnicare, Inc. and Subsidiary Companies
(in thousands, except ratios)
Unaudited

|                                                                              |  |                              |         |                            |   |         |     |                           |         |     |   |         |    
|----------------------------------------------------------------------------- |  | ---------------------------- | ------- | -------------------------- | - | ------- | --- | ------------------------- | ------- | --- | - | ------- | ---
|                                                                              |  | Three months ended
 June 30, |         | Six months ended
 June 30, |  
|                                                                              |  |                              |         |                            |  
|                                                                              |  | 2009                         |         | 2008
 as adjusted
 (3)(4)  |   | 2009    |     | 2008
 as adjusted
 (3)(4) |        
|                                                                              |  |                              |         |                            |   |         |     |                           |        
|Income from continuing
 operations before income taxes                        |  | $                            | 72,411  | (1)                        | $ | 53,103  | (1) | $                         | 134,253 | (1) | $ | 99,096  | (1)
|Add fixed charges:                                                            |  |                              |         |                            |   |         |     |                           |         |     |   |         |    
|Interest expense,
    excluding amortization of discount on convertible notes |  |                              | 28,699  |                            |   | 33,891  |     |                           | 58,162  |     |   | 68,901  |    
|Amortization of discount on convertible notes (5)                             |  |                              | 6,927   |                            |   | 6,421   |     |                           | 13,724  |     |   | 12,721  |    
|Amortization of debt expense                                                  |  |                              | 1,076   |                            |   | 1,802   |     |                           | 2,900   |     |   | 3,605   |    
|Interest portion of rent expense                                              |  |                              | 5,195   |                            |   | 6,374   |     |                           | 11,663  |     |   | 12,490  |    
|                                                                              |  |                              |         |                            |   |         |     |                           |         |     |   |         |    
|Adjusted income                                                               |  | $                            | 114,308 |                            | $ | 101,591 |     | $                         | 220,702 |     | $ | 196,813 |    
|                                                                              |  |                              |         |                            |   |         |     |                           |         |     |   |         |    
|                                                                              |  |                              |         |                            |   |         |     |                           |         |     |   |         |    
|Fixed charges:                                                                |  |                              |         |                            |   |         |     |                           |         |     |   |         |    
|Interest expense,
    excluding amortization of discount on convertible notes |  | $                            | 28,699  |                            | $ | 33,891  |     | $                         | 58,162  |     | $ | 68,901  |    
|Amortization
    of discount on convertible notes (5)                         |  |                              | 6,927   |                            |   | 6,421   |     |                           | 13,724  |     |   | 12,721  |    
|Amortization of debt expense                                                  |  |                              | 1,076   |                            |   | 1,802   |     |                           | 2,900   |     |   | 3,605   |    
|Interest portion of rent expense                                              |  |                              | 5,195   |                            |   | 6,374   |     |                           | 11,663  |     |   | 12,490  |    
|                                                                              |  |                              |         |                            |   |         |     |                           |         |     |   |         |    
|Fixed charges                                                                 |  | $                            | 41,897  |                            | $ | 48,488  |     | $                         | 86,449  |     | $ | 97,717  |    
|                                                                              |  |                              |         |                            |   |         |     |                           |         |     |   |         |    
|Ratio of earnings to fixed
 charges(2)                                        |  |                              | 2.7     | x                          |   | 2.1     | x   |                           | 2.6     | x   |   | 2.0     | x  
|                                                                              |  |                              |         |                            |   |         |     |                           |         |     |   |         |    

(1) Income
from continuing operations before income taxes includes certain special items
    and accounting change impacts (pretax), including the following (as further
    discussed in the Managements Discussion and Analysis at Part I, Item 2 of
this Filing):

|                                                    |  |                              |        |                            |   |        |  |      |        |  |   |        | 
|--------------------------------------------------- |  | ---------------------------- | ------ | -------------------------- | - | ------ |  | ---- | ------ |  | - | ------ | 
|                                                    |  | Three months ended
 June 30, |        | Six months ended
 June 30, |  
|                                                    |  |                              |        |                            |  
|                                                    |  | 2009                         |        | 2008                       |   | 2009   |  | 2008 |       
|                                                    |  |                              |        |                            |   |        |  |      |       
|Restructuring and other
 related charges (a)        |  | $                            | 5,883  |                            | $ | 10,784 |  | $    | 12,800 |  | $ | 17,232 | 
|Litigation and other
 related professional fees (b) |  |                              | 28,357 |                            |   | 16,022 |  |      | 70,022 |  |   | 37,664 | 
|Heartland repack matters
 (b)                       |  |                              | 1,196  |                            |   | 1,740  |  |      | 3,189  |  |   | 3,633  | 
|Acquisition and other
 related costs (c)            |  |                              | 2,011  |                            |   |       |  |      | 2,850  |  |   |       | 

|    |                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | See the Restructuring and
 Other Related Charges note of the Notes to the Consolidated Financial
 Statements at Part I, Item 1 of this filing.
|    |                                                                                                                                                 
|(b) | See the Commitments and
 Contingencies note of the Notes to the Consolidated Financial Statements at Part I, Item 1 of this filing.           
|    |                                                                                                                                                 
|(c) | See the Acquisitions note
 of the Notes to the Consolidated Financial Statements at Part I, Item 1 of this filing.                            

(2) The ratio
of earnings to fixed charges has been computed by adding income before income
taxes and fixed charges to derive adjusted income, and dividing adjusted income
by fixed charges. Fixed charges consist of interest expense on debt (including
the amortization of debt expense) and one-third (the proportion deemed
representative of the interest portion) of rent expense.

(3) Effective
January 1, 2009, Omnicare adopted the provisions of Financial Accounting Standards
    Board Staff Position No. APB14-1, Accounting for Convertible Debt Instruments
    That May be Settled in Cash Upon Conversion (Including Partial Cash Settlement).
    Financial statements for 2008 and prior periods have been restated for this
    change in accounting.

(4) As
discussed elsewhere herein, during the second quarter of 2009, the Company commenced
activities to divest certain non-core businesses within its pharmacy services
segment. The financial results have been revised to reflect such businesses as
discontinued operations.

(5) See the Debt note of the Notes to Consolidated Financial Statements at Part I, Item 1 of this filing.



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