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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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                                 SCHEDULE 14D-9
                     SOLICITATION/RECOMMENDATION STATEMENT
                       PURSUANT TO SECTION 14(d)(4) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. 17)

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                               NEIGHBORCARE, INC.
                            (Name of Subject Company)

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                               NEIGHBORCARE, INC.
                      (Name of Person(s) Filing Statement)

                    Common Stock, Par Value $0.02 Per Share
                   (including the Associated Series B Junior
                Participating Preferred Stock Purchase Rights)
                         (Title of Class of Securities)

                                   64015Y-10-4
                      (CUSIP Number of Class of Securities)

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                             John F. Gaither, Esq.
             Senior Vice President, General Counsel and Secretary
                               NeighborCare, Inc.
                        601 East Pratt Street, 3rd Floor
                               Baltimore, MD 21202
                                 (410) 528-7404
  (Name, Address and Telephone Number of Person Authorized to Receive Notice
         and Communications on Behalf of the Person(s) Filing Statement)

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                                 With copies to:

                                Mark Gordon, Esq.
                         Wachtell, Lipton, Rosen & Katz
                               51 West 52nd Street
                            New York, New York 10019
                                 (212) 403-1000

|_| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

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The purpose of this amendment is to add additional Exhibits to Item 9 in the
Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by
NeighborCare, Inc., a Pennsylvania corporation, on June 14, 2004, as thereafter
amended, and to revise the Exhibit Index accordingly.


ITEM 9.    EXHIBITS.


         
Exhibit No.     Description
(a) (33)        Letter, dated June 27, 2005, to NeighborCare employees
(a) (34)        Letter, dated June 27, 2005, to NeighborCare customers


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                                    SIGNATURE

           After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this amendment is true, complete and
correct.

                               NEIGHBORCARE, INC.

                               By: /s/ John F. Gaither                     
                                   ----------------------
                                   John F. Gaither, Jr.
                                   Senior Vice President,
                                   General Counsel and Secretary

                               Dated:  June 27, 2005






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                                INDEX OF EXHIBITS


         
Exhibit No.   Description
(a) (33)      Press Release, dated June 27, 2005
(a) (34)      Letter, dated June 27, 2005, to NeighborCare employees


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