FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * LIPPS RANDALL A   2. Issuer Name and Ticker or Trading Symbol OMNICELL, Inc [OMCL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) OMNICELL, INC., 1201 CHARLESTON ROAD 3. Date of Earliest Transaction (Month/Day/Year) 02/08/2010 (Street) MOUNTAIN VIEW, CA 94043-1337 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock               103,640 D   Common Stock 02/08/2010   M   2,515 A $ 10.4 106,155 D   Common Stock 02/08/2010   S   2,515 D $ 12.3 103,640 D   Common Stock 02/09/2010   M   8,951 A $ 10.4 112,591 D   Common Stock 02/09/2010   S   8,951 D $ 12.35 103,640 D   Common Stock 02/09/2010   M   20,734 A $ 5.6 124,374 D   Common Stock 02/09/2010   S   20,734 D $ 12.35 103,640 D   Common Stock 02/09/2010   S   12,500 D $ 12.35 91,140 D   Common Stock 02/09/2010   S   7,815 D $ 12.35 83,325 D   Common Stock               418,249 I In Trust with Wife (1) Common Stock               64,269 I In Trust for Children (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 10.4

02/08/2010

M

2,515

04/03/2001

04/03/2010

Common Stock

2,515

$ 0

18,566

D

Common Stock (Right to Buy)

$ 10.4

02/09/2010

M

8,951

04/03/2001

04/03/2010

Common Stock

8,951

$ 0

9,615

D

Common Stock (Right to Buy)

$ 5.6

02/09/2010

M

20,734

09/21/2002

09/21/2011

Common Stock

20,734

$ 0

39,266

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LIPPS RANDALL A OMNICELL, INC. 1201 CHARLESTON ROAD MOUNTAIN VIEW, CA 94043-1337	X		President and CEO

Signatures

/s/ Randall A. Lipps		02/10/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Shares held in trust with Mr. Lipps' wife.
(2)	Shares held in trust for the benefit of Mr. Lipps' children.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.