10-Q: Quarterly report pursuant to Section 13 or 15(d)

FIRST AMENDMENT TO
OMEGA HEALTHCARE INVESTORS, INC.
2000 STOCK INCENTIVE PLAN

This Amendment is made effective June 30, 2000, by Omega Healthcare
Investors, Inc., a Maryland corporation (the "Company").

Introduction
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The Company maintains the Omega Healthcare Investors, Inc. 2000 Stock
Incentive Plan pursuant to a document approved by the Board of Directors as of
June 14, 2000 (the "Plan"). The Board of Directors has determined that it is in
the best interest of the Company not to allow stock options issued under the
Plan to be amended to reduce the exercise price and adopted a consent resolution
to that effect dated June 30, 2000.

NOW, THEREFORE, the Plan is hereby amended, effective June 30, 2000, by
adding the following to the end of Section 3.2(a):

"Notwithstanding any other provision hereof, and except for
adjustments to the Exercise Price as contemplated by Section 5.2
hereof, in no event will the Exercise Price per share of Stock
purchasable under any Option be reduced after the date of grant of the
Option and no Option may be canceled or surrendered in exchange for an
Option with a lower Exercise Price."

Except as specifically amended hereby, the Plan shall remain in full
force and effect as prior to this First Amendment.

IN WITNESS WHEREOF, the Company has executed this First Amendment
effective as of June 30, 2000.


By: /s/ Susan Allene Kovach
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Susan Allene Kovach
Vice President