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

Exhibit 3.1

OMEGA HEALTHCARE INVESTORS, INC.

ARTICLES OF AMENDMENT

OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation
having its principal office c/o The Corporation Trust Incorporated, 32 South
Street, Baltimore, Maryland 21202 (hereinafter called the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The charter of the Corporation is hereby amended
by striking out Section 1. of Article IV in its entirety and inserting in lieu
thereof the following:

ARTICLE IV
CAPITAL STOCK
-------------

Section 1. The total number of shares of capital stock which
the corporation shall have authority to issue is One Hundred
Ten Million (110,000,000) , of which One Hundred Million
(100,000,000) shall be shares of Common Stock having a par
value of $.10 per share and Ten Million (10,000,000) shall be
shares of Preferred Stock having a par value of $1.00 per
share. The aggregate par value of all of said shares shall be
Twenty Million Dollars ($20,000,000). Prior to the increase,
the aggregate par value of all said shares was Fifteen Million
Dollars ($15,000,000).

SECOND: The board of directors of the Corporation, at a
meeting duly convened and held on January 19, 1999, adopted a resolution in
which was set forth the foregoing amendment to the charter, declaring that the
said amendment to the charter was advisable and directing that it be submitted
for action thereon at a meeting of the stockholders of the Corporation to be
held on April 20, 1999.

THIRD: Notice setting forth the aforesaid amendment of the
charter and stating that a purpose of the meeting of the stockholders would be
to take action thereon, was given as required by law to all stockholders of the
Corporation entitled to vote thereon. The amendment of the charter of the
Corporation as hereinabove set forth was approved by the stockholders of the
Corporation at said meeting by the affirmative vote required by law.

FOURTH: (a) The total number of shares of all classes of
stock of the Corporation heretofore authorized, and the number and par value of
the shares of each class were as follows.

Common Stock Par Value
------------ ---------
50,000,000 $.10 per share


Preferred Stock Par Value
--------------- ---------
10,000,000 $1.00 per share


(b) The total number of shares of all classes of
stock of the Corporation as increased, and the number and par value of the
shares of each class, are as follows:

Common Stock Par Value
------------ ---------
100,000,000 $.10 per share


Preferred Stock Par Value
--------------- ---------
10,000,000 $1.00 per share


(c) The aggregate par value of all shares of all
classes of stock of the Corporation heretofore authorized was $15,000,000. The
aggregate par value of all shares of all classes of stock as increased by this
amendment is $20,000,000. This amendment has the effect of increasing the
aggregate par value of all shares of all classes of stock of the Corporation by
$5,000,000.

IN WITNESS WHEREOF, the Corporation has caused these presents
to be signed in its name and on its behalf by its Vice-President and its
corporate seal to be hereunto affixed and attested by its Secretary,

THE UNDERSIGNED, Vice-President 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.


s/s: Susan A. Kovach By: s/s David A. Stover [SEAL]
- ------------------------------ -------------------------------
Susan Allene Kovach, Secretary David A. Stover, Vice President
[Affix corporate seal]