Omnicell, Inc.
OMNICELL INC /CA/ (Form: SC 13G/A, Received: 02/09/2007 16:44:18)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*

OMNICELL INC.
(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)

68213N109
(CUSIP Number)

DECEMBER 31, 2006
(Date of Event which Requires Filing
of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Continued on following pages Page 1 of 10 Pages Exhibit Index: Page 8


CUSIP NO. 68213N109                                           PAGE 2 OF 10 PAGES

1        Names of Reporting Persons
         I.R.S. Identification Nos. of above persons (entities only)

                  PERRY CORP.

2        Check the Appropriate Box If a Member of a Group (See Instructions)
                                a.       [ ]
                                b.       [ ]

3        SEC Use Only

4        Citizenship or Place of Organization

                  NEW YORK

                            5             Sole Voting Power
Number of                                          1,304,606
  Shares
Beneficially                6             Shared Voting Power
  Owned By                                         0
    Each
Reporting                   7             Sole Dispositive Power
    Person                                         1,304,606
    With
                            8             Shared Dispositive Power
                                                   0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    1,304,606

10       Check Box If the Aggregate Amount in Row (9) Excludes Certain
         Shares (See Instructions)

                                       [ ]

11       Percent of Class Represented By Amount in Row (9)

                                      4.65%

12       Type of Reporting Person (See Instructions)

                                     IA, CO


CUSIP NO. 68213N109                                           PAGE 3 OF 10 PAGES

1        Names of Reporting Persons
         I.R.S. Identification Nos. of above persons (entities only)

                  RICHARD C. PERRY

2        Check the Appropriate Box If a Member of a Group (See Instructions)
                                        a.   [ ]
                                        b.   [ ]

3        SEC Use Only

4        Citizenship or Place of Organization

                  UNITED STATES

                            5             Sole Voting Power
Number of                                          1,304,606
  Shares
Beneficially                6             Shared Voting Power
  Owned By                                         0
    Each
Reporting                   7             Sole Dispositive Power
    Person                                         1,304,606
    With
                            8             Shared Dispositive Power
                                                   0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    1,304,606

10       Check Box If the Aggregate Amount in Row (9) Excludes Certain
         Shares (See Instructions)

                                       [ ]

11       Percent of Class Represented By Amount in Row (9)

                                      4.65%

12       Type of Reporting Person (See Instructions)

                                     IN, HC


CUSIP NO. 68213N109                                           PAGE 4 OF 10 PAGES


ITEM 1(A)         NAME OF ISSUER:

                  Omnicell Inc. (the "Issuer").

ITEM 1(B)         ADDRESS OF THE ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

                  1201 Charleston Road
                  Mountain View, CA 94043

ITEM 2(A)         NAME OF PERSON FILING:

     This statement is filed on behalf of each of the following persons
(collectively, the "Reporting Persons"):

                  i)       Perry Corp.; and

                  ii)      Richard C. Perry, in his capacities as the President
                           and sole stockholder of Perry Corp. ("Mr. Perry").

     This statement relates to Shares (as defined herein) held for the accounts
of two or more private investment funds for which Perry Corp. acts as general
partner and/or managing member of the general partner and/or investment adviser.

ITEM 2(B)         ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

     The address of the principal business office of each of the Reporting
Persons is 767 Fifth Avenue, New York, New York 10153.

ITEM 2(C)         CITIZENSHIP:

                  1)    Perry Corp. is a New York corporation; and

                  2)    Mr. Perry is a citizen of the United States.

ITEM 2(D)         TITLE OF CLASS OF SECURITIES:

                  Common Stock, $0.001 par value per share (the "Shares").

ITEM 2(E)         CUSIP NUMBER:

                  68213N109

ITEM 3.           IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B),
                  OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:

                  i)    Perry Corp. is an investment adviser registered under
                        Section 203 of the Investment Advisers Act of 1940.

                  ii)   Mr. Perry is a control person of Perry Corp.


CUSIP NO. 68213N109 PAGE 5 OF 10 PAGES

ITEM 4. OWNERSHIP:

ITEM 4(A) AMOUNT BENEFICIALLY OWNED:

As of the Date of Event, each of the Reporting Persons may be deemed to be the beneficial owner of 1,304,606 Shares. As of January 31, 2007, each of the Reporting Persons may be deemed to be the beneficial owner of 1,149,506 Shares, which represents a decrease from the last filed Schedule 13G by more than 5% of the Issuer's Shares outstanding.

ITEM 4(B) PERCENT OF CLASS:

As of November 7, 2006, the number of Shares outstanding was 28,080,688 according to the Issuer's Form 10-Q filed on November 9, 2006. As of the Date of Event, each of the Reporting Persons may be deemed to be the beneficial owner of approximately 4.65% of the total number of Shares outstanding.

ITEM 4(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

PERRY CORP.
(i)       Sole power to vote or direct the vote                                                   1,304,606

(ii)      Shared power to vote or to direct the vote                                                      0

(iii)     Sole power to dispose or to direct the disposition of                                   1,304,606

(iv)      Shared power to dispose or to direct the disposition of                                         0

MR. PERRY

(i)       Sole power to vote or direct the vote                                                   1,304,606

(ii)      Shared power to vote or to direct the vote                                                      0

(iii)     Sole power to dispose or to direct the disposition of                                   1,304,606

(iv)      Shared power to dispose or to direct the disposition of                                         0

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [X].

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

This Item 6 is not applicble.


CUSIP NO. 68213N109                                           PAGE 6 OF 10 PAGES


ITEM 7.           IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
                  ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
                  COMPANY:

                    Perry Corp. is the relevant entity for which Mr. Perry may
                    be considered a control person.

                    Perry Corp. is an investment adviser registered under the
                    Investment Advisers Act of 1940.

ITEM 8.           IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

                  This Item 8 is not applicable.

ITEM 9.           NOTICE OF DISSOLUTION OF GROUP:

                  This Item 9 is not applicable.

ITEM 10. CERTIFICATION:

     By signing below each of the Reporting Persons certifies that, to the best
of such person's knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the Issuer of such securities and were not acquired
and are not held in connection with or as a participant in any transaction
having such purpose or effect.


CUSIP NO. 68213N109                                           PAGE 7 OF 10 PAGES


                                   SIGNATURES


     After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.


Date:  February 9, 2007                     PERRY CORP.


                                            By:     /s/ Michael Neus           *
                                                    ----------------------------
                                            Name:   Richard C. Perry
                                            Title:  President


Date:  February 9, 2007                     RICHARD C. PERRY


                                            /s/ Michael Neus                   *
                                            ------------------------------------


*By Michael Neus, attorney-in-fact


CUSIP NO. 68213N109 PAGE 8 OF 10 PAGES

                                          EXHIBIT INDEX

                                                                                           PAGE NO.

A.   Joint Filing Agreement, dated as of February 9, 2007, by and among the
     Reporting Persons..........................................................               9

B.   Power of Attorney, dated June 21, 2005.....................................              10


CUSIP NO. 68213N109                                           PAGE 9 OF 10 PAGES



                                    EXHIBIT A

                             JOINT FILING AGREEMENT

     The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock, par value $0.001 per share, of Omnicell Inc. dated
as of February 9, 2007, is, and any amendments thereto (including amendments on
Schedule 13D) signed by each of the undersigned shall be, filed on behalf of
each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)
under the Securities Exchange Act of 1934.

Date:  February 9, 2007                     PERRY CORP.


                                            Name:    /s/ Michael Neus          *
                                                     ---------------------------
                                            By:      Richard C. Perry
                                            Title:   President




Date:  February 9, 2007                     RICHARD C. PERRY


                                            By:      /s/ Michael Neus          *
                                                     ---------------------------

*By Michael Neus, attorney-in-fact


CUSIP NO. 68213N109                                          PAGE 10 OF 10 PAGES



                                    EXHIBIT B

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that I, RICHARD Perry, hereby make,
constitute and appoint each of PAUL LEFF and MICHAEL NEUS acting individually,
as my agent and attorney-in-fact for the purpose of executing in my name, (a) in
my personal capacity or (b) in my capacity as an officer of, shareholder of or
in other capacities with Perry Corp. ("Perry") and each of its affiliates or
entities advised by me or Perry, all documents, certificates, instruments,
statements, filings and agreements ("documents") to be filed with or delivered
to any foreign or domestic governmental or regulatory body or required or
requested by any other person or entity pursuant to any legal or regulatory
requirement relating to the acquisition, ownership, management or disposition of
securities, futures contracts or other investments, and any other documents
relating or ancillary thereto, including without limitation all documents
relating to filings with the Commodity Futures Trading Commission and National
Futures Association, the United States Securities and Exchange Commission (the
"SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of
1934 (the "Act") and the rules and regulations promulgated thereunder, including
all documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any
information statements on Form 13F required to be filed with the SEC pursuant to
Section 13(f) of the Act.

     All past acts of these attorneys-in-fact in furtherance of the foregoing
are hereby ratified and confirmed.

     This power of attorney shall be valid from the date hereof until revoked by
me.

     IN WITNESS WHEREOF, I have executed this instrument as of the 21st day of
June 2005.

                                                 /s/ Richard Perry
                                                 -------------------------------
                                                 Richard Perry