EXHIBIT 12

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

|                                              |                                                                                   |   | Three
    months ended       |         |  |     | Nine
    months ended       |   |       
|--------------------------------------------- | --------------------------------------------------------------------------------- | - | ---------------------------- | ------- |  | --- | --------------------------- | - | ------
|                                              |                                                                                   |   | September
    30,            |         |  |     | September
    30,           |  
|                                              |                                                                                   |   |                              | 2008    |  |     |                             |   |       
|Income
        before income taxes            |                                                                                   | $ | 91,233                       |         |  | (1) |                             | $ | 69,264
|Add fixed
        charges:                    |                                                                                   |   |                              |         |  |     |                             |   |       
|                                              | Interest expense                                                                  |   |                              | 34,897  |  |     |                             |   |       
|                                              | Amortization of
        debt expense                                              |   |                              | 2,011   |  |     |                             |   |       
|                                              | Interest portion
        of rent expense                                          |   |                              | 6,744   |  |     |                             |   |       
|                                             
|                                              | Adjusted
        income                                                           |   | $                            | 134,885 |  |     |                             |   | $     
|                                             
|Fixed
        charges:                        |                                                                                   |   |                              |         |  |     |                             |   |       
|                                              | Interest expense                                                                  |   | $                            | 34,897  |  |     |                             |   | $     
|                                              | Amortization of
        debt expense                                              |   |                              | 2,011   |  |     |                             |   |       
|                                              | Interest portion
        of rent expense                                          |   |                              | 6,744   |  |     |                             |   |       
|                                             
|                                              | Fixed charges                                                                     |   | $                            | 43,652  |  |     |                             |   | $     
|                                             
|                                             
|Ratio
        of earnings to fixed charges(2) |                                                                                   |   | 3.1                          |         |  | x   |                             |   | 2.5   
|                                             
|                                             
|(1)                                           | Income
        before income taxes includes the following special pretax charges: |   |                              |         |  |     |                             |   |       
|                                             
|                                              |                                                                                   |   | Three
          months ended |         |  |     | Nine
          months ended |   |       
|                                              |                                                                                   |   | September
          30,      |         |  |     | September
          30,     |   |       
|                                              |                                                                                   |   |                              | 2008    |  |     |                             |   |       
|                                              | Restructuring and
        other related charges (a)                               |   | $                            | 7,655   |  |     |                             |   | $     
|                                              | Litigation and
        other related professional fees (b)                        |   |                              | 13,479  |  |     |                             |   |       
|                                              | Heartland matters
        (b)                                                     |   |                              | 1,170   |  |     |                             |   |       

| | (a) | See the "Restructuring
          and Other Related Charges" note of the Notes to the Consolidated Financial
          Statements.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------
| | (b) | See the "Commitments
          and Contingencies" note of the Notes to the Consolidated Financial
          Statements.          

(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.





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