January 10, 2002 - 4/A: Statement of changes in beneficial ownership of securities

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 4

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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(f) of the Investment Company Act of 1940

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

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1. Name and Address of Reporting Person*

McNamara Donald J.
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(Last) (First) (Middle)

4200 Texas Commerce Tower West, 2200 Ross Avenue
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(Street)

Dallas TX 75201
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(City) (State) (Zip)

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2. Issuer Name and Ticker or Trading Symbol

Omega Healthcare Investors, Inc. (NYSE: OHI)

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3. IRS Identification Number of Reporting Person, if an Entity (Voluntary)

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4. Statement for Month/Year

November, 2001

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5. If Amendment, Date of Original (Month/Year)

December 10, 2001
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6. Relationship of Reporting Person to Issuer
(Check all applicable)

[X] Director [X] 10% Owner
[_] Officer (give title below) [_] Other (specify below)

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7. Individual or Joint/Group Filing (Check applicable line)

[X] Form filed by one Reporting Person
[_] Form filed by more than one Reporting Person
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Table I -- Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
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Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.

If the Form is filed by more than one Reporting Person, see Instruction
4(b)(v).

(Print or Type Response) (Over)

FORM 4 (continued)

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

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Explanation of Responses:

(1) Represents stock held by a trust established by Mr. McNamara for non-family
members of which Mr. McNamara is the trustee and may be deemed to have an
indirect pecuniary interest. Mr. McNamara disclaims any beneficial
ownership of the shares held by the trust.

(2) Represents stock held by a charitable Foundation established by Mr.
McNamara in which Mr. McNamara has no pecuniary interest. Mr. McNamara
disclaims any benefical ownership of the shares held by the Foundation.

(3) Represents stock held by a partnership established by Mr. McNamara for the
benefit of certain members of Mr. McNamara's family, over which Mr.
McNamara may be deemed to have investment control. Mr. McNamara disclaims
any beneficial ownership of the shares held by the partnership.

(4) Represents stock held by Explorer Holdings, L.P. Mr. McNamara disclaims
beneficial ownership of the Common Stock, which he is deemed beneficial
owner of because of his ownership interest in The Hampstead Group, L.L.C.,
which holds the ultimate controlling interest in Explorer Holdings, L.P.

/S/ DONALD J. MCNAMARA January 10, 2002
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**Signature of Reporting Person Date

** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations.

See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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

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