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

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF OMEGA HEALTHCARE INVESTORS, INC.


1.

The name of the corporation is Omega Healthcare Investors, Inc. (the
"Corporation").

2.

The Corporation hereby amends the last paragraph of Article V, Section 3 of
its Articles of Incorporation as follows:

"The number of Directors may be increased or decreased from time to time in
such manner as may be provided in the Bylaws, provided that the number of
Directors constituting the full Board of Directors shall not be less than
five (5) nor more than thirteen (13), subject, at all times, to the rights
of the holders of any class of the Corporation's preferred stock to elect
directors in certain circumstances pursuant to the express terms of such
preferred stock."

3.

The Board of Directors of the Corporation approved the foregoing amendment
by unanimous written consent on April 2, 2002, declared that said amendment was
advisable, and directed that it be submitted for action thereon at a meeting of
the stockholders of the Corporation to be held on May 30, 2002.

4.

At a duly called meeting of stockholders held on May 30, 2002, the
stockholders of the Corporation approved the foregoing amendment by the 80%
affirmative vote required by Article VII of the Articles of Incorporation.

5.

All other provisions of the Articles of Amendment shall remain in full
force and effect.



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IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment
to be executed this 30th day of May, 2002 and its corporate seal to be hereunto
affixed and attested to by its Secretary.

THE UNDERSIGNED, C. Taylor Pickett acknowledges these Articles of Amendment
to be the corporate act of the Corporation and states that to the best of his
knowledge, information and belief the matters and facts set forth therein with
respect to the authorization and approval thereof are true in all material
respects and that this statement is made under the penalties of perjury.


Attest: OMEGA HEALTHCARE INVESTORS, INC.

By: /s/ C. TAYLOR PICKETT
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Name: C. Taylor Pickett
Title: Chief Executive Officer
/s/ DANIEL J. BOOTH
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Name: Danial J. Booth
Title: Secretary

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