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

EXHIBIT 4.1







OMEGA HEALTH CARE INVESTORS, INC.
ARTICLES SUPPLEMENTARY

Omega Health Care Investors, Inc., a Maryland
corporation ("Company"), hereby certifies to the State Department of
Assessments and Taxation of Maryland that:

FIRST: Pursuant to authority contained in the Charter,
Three Million (3,000,000) shares of authorized but unissued shares of
the Company's Preferred Stock have been duly classified by the Board of
Directors of the Company as authorized but unissued shares of the
Company's 9.25% Series A Cumulative Preferred Stock .

SECOND: A description of the 9.25% Series A Cumulative
Preferred Stock is as follows:

1. Designation and Number. A series of Preferred Stock,
designated the "9.25% Series A Cumulative Preferred Stock" (the "Series
A Preferred Stock"), is hereby established. The number of shares of the
Series A Preferred Stock shall be Three Million (3,000,000).

2. Maturity. The Series A Preferred Stock has no stated maturity
and will not be subject to any sinking fund or mandatory redemption.

3. Rank. The Series A Preferred Stock will, with respect to
dividend rights and rights upon liquidation, dissolution or winding up
of the Company, rank (i) senior to all classes or series of Common Stock
of the Company, and to all equity securities ranking junior to the
Series A Preferred Stock with respect to dividend rights or rights upon
liquidation, dissolution or winding up of the Company; (ii) on a parity
with all equity securities issued by the Company the terms of which
specifically provide that such equity securities rank on a parity with
the Series A Preferred Stock with respect to dividend rights or rights
upon liquidation, dissolution or winding up of the Company; and (iii)
junior to all existing and future indebtedness of the Company. The term
"equity securities" does not include convertible debt securities, which
will rank senior to the Series A Preferred Stock prior to conversion.

4. Dividends

(a) Holders of shares of the Series A Preferred
Stock are entitled to receive, when and as declared by the Board of
Directors (or a duly authorized committee thereof), out of funds legally
available for the payment of dividends, preferential cumulative cash
dividends at the rate of 9.25% per annum of the Liquidation Preference





(as defined below) per share (equivalent to a fixed annual amount of
$2.31 per share). Dividends on the Series A Preferred Stock shall be
cumulative from the date of original issue and shall be payable
quarterly in arrears for each quarterly dividend period ended April 30,
July 31, October 31, and January 31, on or before the 15th day of May,
August, November and February, respectively, of each year or, if not a
business day, the next succeeding business day (each, a "Dividend
Payment Date"). The first dividend will be paid on August 15, 1997,
with respect to the period commencing on the date of issue and ending on
July 31, 1997. Any dividend payable on the Series A Preferred Stock for
any partial period will be computed on the basis of a 360-day year
consisting of twelve 30-day months. Dividends will be payable to
holders of record as they appear in the stock records of the Company at
the close of business on the applicable record date, which shall be the
last day of the preceding calendar month prior to the applicable
Dividend Payment Date or on such other date designated by the Board of
Directors of the Company that is not more than 30 nor less than 10 days
prior to such Dividend Payment Date (each, a "Dividend Record Date").

(b) No dividends on shares of Series A Preferred
Stock shall be declared by the Board of Directors or paid or set apart
for payment by the Company at such time as the terms and provisions of
any agreement of the Company, including any agreement relating to its
indebtedness, prohibits such declaration, payment or setting apart for
payment or provides that such declaration, payment or setting apart for
payment would constitute a breach thereof or a default thereunder, or if
such declaration or payment shall be restricted or prohibited by law.

(c) Notwithstanding the foregoing, dividends on the
Series A Preferred Stock will accrue whether or not the Company has
earnings, whether or not there are funds legally available for the
payment of such dividends and whether or not such dividends are
declared. Accrued but unpaid dividends on the Series A Preferred Stock
will not bear interest and holders of the Series A Preferred Stock will
not be entitled to any distributions in excess of full cumulative
distributions described above. Except as set forth in the next
sentence, no dividends will be declared or paid or set apart for payment
on any capital stock of the Company or any other series of Preferred
Stock ranking, as to dividends, on a parity with or junior to the Series
A Preferred Stock (other than a dividend in shares of the Company's
Common Stock or in shares of any other class of stock ranking junior to
the Series A Preferred Stock as to dividends and upon liquidation) for
any period unless full cumulative dividends have been or
contemporaneously are declared and paid or declared and a sum sufficient
for the payment thereof is set apart for such payment on the Series A
Preferred Stock for all past dividend periods and the then current
dividend period. When dividends are not paid in full (or a sum
sufficient for such full payment is not so set apart) upon the Series A
Preferred Stock and the shares of any other series of Preferred Stock
ranking on a parity as to dividends with the Series A Preferred Stock,
all dividends declared upon the Series A Preferred Stock and any other
series of Preferred Stock ranking on a parity as to dividends with the
Series A Preferred Stock shall be declared pro rata so that the amount
of dividends declared per share of Series A Preferred Stock and such
other series of Preferred Stock shall in all cases bear to

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each other the same ratio that accrued dividends per share on the Series
A Preferred Stock and such other series of Preferred Stock (which shall
not include any accrual in respect of unpaid di dends for prior dividend
periods if such Preferred Stock does not have a cumulative dividend)
bear to each other.

(d) Except as provided in the immediately preceding
paragraph, unless full cumulative dividends on the Series A Preferred
Stock have been or contemporaneously are declared and paid or declared
and a sum sufficient for the payment thereof is set apart for payment
for all past dividend periods and the then current dividend period, no
dividends (other than in shares of Common Stock or other shares of
capital stock ranking junior to the Series A Preferred Stock as to
dividends and upon liquidation) shall be declared or paid or set aside
for payment nor shall any other distribution be declared or made upon
the Common Stock, or any other capital stock of the Company ranking
junior to or on a parity with the Series A Preferred Stock as to
dividends or upon liquidation, nor shall any shares of Common Stock, or
any other shares of capital stock of the Company ranking junior to or on
a parity with the Series A Preferred Stock as to dividends or upon
liquidation be redeemed, purchased or otherwise acquired for any
consideration (or any moneys be paid to or made available for a sinking
fund for the redemption of any such shares) by the Company (except by
conversion into or exchange for other capital stock of the Company
ranking junior to the Series A Preferred Stock as to dividends and upon
liquidation or redemptions for the purpose of preserving the Company's
qualification as a real estate investment trust under the Internal
Revenue Code of 1986, as amended). Holders of shares of the Series A
Preferred Stock shall not be entitled to any dividend, whether payable
in cash, property or stock, in excess of full cumulative dividends on
the Series A Preferred Stock as provided above. Any dividend payment
made on shares of the Series A Preferred Stock shall first be credited
against the earliest accrued but unpaid dividend due with respect to
such shares which remains payable.

5. Liquidation Preference. Upon any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Company,
the holders of shares of Series A Preferred Stock are entitled to be
paid out of the assets of the Company legally available for distribution
to its shareholders a liquidation preference of $25 per share (the
"Liquidation Preference"), plus an amount equal to any accrued and
unpaid dividends to the date of payment, but without interest, before
any distribution of assets is made to holders of Common Stock or any
other class or series of capital stock of the Company that ranks junior
to the Series A Preferred Stock as to liquidation rights. The Company
will promptly provide to the holders of Series A Preferred Stock written
notice of any event triggering the right to receive such Liquidation
Preference. After payment of the full amount of the Liquidation
Preference, plus any accrued and unpaid dividends to which they are
entitled, the holders of Series A Preferred Stock will have no right or
claim to any of the remaining assets of the Company. The consolidation
or merger of the Company with or into any other corporation, trust or
entity or of any other corporation with or into the Company, or the
sale, lease or conveyance of all or substantially all of the

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property or business of the Company, shall not be deemed to constitute a
liquidation, dissolution or winding up of the Company.

In determining whether a distribution (other than upon
voluntary or involuntary liquidation) by dividend, redemption or other
acquisition of shares of stock of the Company or otherwise is permitted
under the Maryland General Corporation Law (the "MGCL"), no effect shall
be given to amounts that would be needed if the Company would be
dissolved at the time of the distribution, to satisfy the preferential
rights upon distribution of holders of shares of stock of the
Corporation whose preferential rights upon distribution are superior to
those receiving the distribution.

6. Redemption.

(a) The Series A Preferred Stock is not redeemable
prior to July 1, 2002 subject, however, to the provisions in paragraph
(9) of this Article Second. On and after July 1, 2002, the Company, at
its option, upon not less than 30 nor more than 60 days' written notice,
may redeem shares of the Series A Preferred Stock, in whole or in part,
at any time or from time to time, for cash at a redemption price of $25
per share, plus all accrued and unpaid dividends thereon to the date
fixed for redemption (except with respect to Excess Shares (as defined
below)) without interest. Holders of Series A Preferred Stock to be
redeemed shall surrender such Series A Preferred Stock at the place
designated in such notice and shall be entitled to the redemption price
and any accrued and unpaid dividends payable upon such redemption
following such surrender. If notice of redemption of any shares of
Series A Preferred Stock has been given and if the funds necessary for
such redemption have been set aside by the Company in trust for the
benefit of the holders of any shares of Series A Preferred Stock so
called for redemption, then from and after the redemption date dividends
will cease to accrue on such shares of Series A Preferred Stock, such
shares of Series A Preferred Stock shall no longer be deemed outstanding
and all rights of the holders of such shares will terminate, except the
right to receive the redemption price. If less than all of the
outstanding Series A Preferred Stock is to be redeemed, the Series A
Preferred Stock to be redeemed shall be selected pro rata (as nearly as
may be practicable without creating fractional shares) or by any other
equitable method determined by the Company.

(b) Unless full cumulative dividends on all shares
of Series A Preferred Stock shall have been or contemporaneously are
declared and paid or declared and a sum sufficient for the payment
thereof set apart for payment for all past dividend periods and the then
current dividend period, no shares of Series A Preferred Stock shall be
redeemed unless all outstanding shares of Series A Preferred Stock are
simultaneously redeemed and the Company shall not purchase or otherwise
acquire directly or indirectly any shares of Series A Preferred Stock
(except by exchange for capital stock of the Company ranking junior to
the Series A Preferred Stock as to dividends and upon liquidation);
provided, however, that the foregoing shall not prevent the purchase by
the Company of Excess Shares in order to ensure that the Company
continues to meet the requirements for qualification as a REIT, or the
purchase or acquisition of shares of

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Series A Preferred Stock pursuant to a purchase or exchange offer made
on the same terms to holders of all outstanding shares of Series A
Preferred Stock. So long as no dividends are in arrears, the Company
shall be entitled at any time and from time to time to repurchase shares
of Series A Preferred Stock in open-market transactions duly authorized
by the Board of Directors and effected in compliance with applicable
laws.

(c) Notice of redemption will be mailed by the
Company, postage prepaid, not less than 30 nor more than 60 days prior
to the redemption date, addressed to the respective holders of record of
the Series A Preferred Stock to be redeemed at their respective
addresses as they appear on the stock transfer records of the Company.
No failure to give such notice or any defect therein or in the mailing
thereof shall affect the validity of the proceedings for the redemption
of any shares of Series A Preferred Stock except as to the holder to
whom notice was defective or not given. Each notice shall state: (i)
the redemption date; (ii) the redemption price; (iii) the number of
shares of Series A Preferred Stock to be redeemed; (iv) the place or
places where the Series A Preferred Stock is to be surrendered for
payment of the redemption price; and (v) that dividends on the shares to
be redeemed will cease to accrue on such redemption date. If less than
all of the Series A Preferred Stock held by any holder is to be
redeemed, the notice mailed to such holder shall also specify the number
of shares of Series A Preferred Stock held by such holder to be
redeemed.

(d) Immediately prior to any redemption of Series A
Preferred Stock, the Company shall pay, in cash, any accumulated and
unpaid dividends through the redemption date, unless a redemption date
falls after a Dividend Record Date and prior to the corresponding
Dividend Payment Date, in which case each holder of Series A Preferred
Stock at the close of business on such Dividend Record Date shall be
entitled to the dividend payable on such shares on the corresponding
Dividend Payment Date notwithstanding the redemption of such shares
before such Dividend Payment Date.

(e) Excess Shares may be redeemed, in whole or in
part, at any time when outstanding shares of Series A Preferred Stock
are being redeemed, for cash at a redemption price of $25 per share, but
excluding accrued and unpaid dividends on such Excess Shares, without
interest. Such Excess Shares shall be redeemed in such proportion and
in accordance with such procedures as shares of Series A Preferred Stock
are being redeemed.

7. Voting Rights.

(a) Holders of the Series A Preferred Stock will not
have any voting rights, except as set forth below.

(b) Whenever dividends on any shares of Series A Preferred Stock
shall be in arrears for eighteen or more months (a "Preferred Dividend
Default"), the number of directors then constituting the Board of
Directors shall be increased by two (if not already increased by reason
of a similar arrearage respect to any Parity Preferred (as

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hereinafter defined). The holders of such shares of Series A Preferred
Stock (voting separately as a class with all other series of Preferred
Stock ranking on a parity with the Series A Preferred Stock as to
dividends or upon liquidation ("Parity Preferred") upon which like
voting rights have been conferred and are exercisable) will be entitled
to vote separately as a class, in order to fill the vacancies thereby
created, for the election of a total of two additional directors of the
Company (the "Preferred Stock Directors") at a special meeting called by
the holders of record of at least 20% of the Series A Preferred Stock or
the holders of record of at least 20% of any series of Parity Preferred
so in arrears (unless such request is received less than 90 days before
the date fixed for the next annual or special meeting of the
shareholders) or at the next annual meeting of shareholders, and at each
subsequent annual meeting until all dividends accumulated on such shares
of Series A Preferred Stock and Parity Preferred for the past dividend
periods and the dividend for the then current dividend period shall have
been fully paid or declared and a sum sufficient for the payment thereof
set aside for payment. In the event the directors of the Company are
divided into classes, each such vacancy shall be apportioned among the
classes of directors to prevent stacking in any one class and to insure
that the number of directors in each of the classes of directors, are as
equal as possible. Each Preferred Stock Director, as a qualification
for election as such (and regardless of how elected) shall submit to the
Board of Directors of the Company a duly executed, valid, bind g and
enforceable letter of resignation from the Board of Directors, to be
effective upon the date upon which all dividends accumulated on such
shares of Series A Preferred Stock and Parity Preferred for the past
dividend periods and the dividend for the then current dividend period
shall have been fully paid or declared and a sum sufficient for the
payment thereof set aside for payment, whereupon the terms of office of
all persons elected as Preferred Stock Directors by the holders of the
Series A Preferred Stock and any Parity Preferred shall, upon the
effectiveness of their respective letters of resignation, forthwith
terminate, and the number of directors then constituting the Board of
Directors shall be reduced accordingly. A quorum for any such meeting
shall exist if at least a majority of the outstanding shares of Series A
Preferred Stock and shares of Parity Preferred upon which like voting
rights have been conferred and are exercisable are represented in person
or by proxy at such meeting. Such Preferred Stock Directors shall be
elected upon the affirmative vote of a plurality of the shares of Series
A Preferred Stock and such Parity Preferred present and voting in person
or by proxy at a duly called and held meeting at which a quorum is
present. If and when all accumulated dividends and the dividend for the
then current dividend period on the Series A Preferred Stock shall have
been paid in full or declared and set aside for payment in full, the
holders thereof shall be divested of the foregoing voting rights
(subject to revesting in the event of each and every Preferred Dividend
Default) and, if all accumulated dividends and the dividend for the then
current dividend period have been paid in full or set aside for payment
in full on all series of Parity Preferred upon which like voting rights
have been conferred and are exercisable, the term of office of each
Preferred Stock Director so elected shall terminate. Any Preferred
Stock Director may be removed at any time with or without c ause by, and
shall not be removed otherwise than by the vote of, the holders of
record of a majority of the outstanding shares of the Series A Preferred
Stock when they have the voting rights described above (voting
separately as a class with all series of

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Parity Preferred upon which like voting rights have been conferred and
are exercisable). So long as a Preferred Dividend Default shall
continue, any vacancy in the office of a Preferred Stock Director may be
filled by written consent of the Preferred Stock Director remaining in
office, or if none remains in office, by a vote of the holders of record
of a majority of the outstanding shares of Series A Preferred Stock when
they have the voting rights described above (voting separately as a
class with all series of Parity Preferred upon which like voting rights
have been conferred and are exercisable). The Preferred Stock Directors
shall each be entitled to one vote per director on any matter.

(c) So long as any shares of Series A Preferred
Stock remain outstanding, the Company will not, without the affirmative
vote or consent of the holders of at least two-thirds of the shares of
the Series A Preferred Stock outstanding at the time, given in person or
by proxy, either in writing or at a meeting (voting separately as a
class), amend, alter or repeal the provisions of the Charter or the
Articles Supplementary, whether by merger, consolidation or otherwise
(an "Event"), so as to materially and adversely affect any right,
preference, privilege or voting power of the Series A Preferred Stock or
the holders thereof, including without limitation, the creation of any
series of Preferred Stock ranking senior to the Series A Preferred Stock
with respect to payment of dividends or the distribution of assets upon
liquidation, dissolution or winding up; provided, however, that with
respect to the occurrence of any Event set forth above, so long as the
Series A Preferred Stock (or any equivalent class or series of stock
issued by the surviving corporation in any merger or consolidation to
which the Company became a party) remains outstanding with the terms
thereof materially unchanged, the occurrence of any such Event shall not
be deemed to materially and adversely affect such rights, preferences,
privileges or voting power of holders of the Series A Preferred Stock
and provided, further that (i) any increase in the amount of the
authorized Preferred Stock or the creation or issuance of any other
series of Preferred Stock, or (ii) any increase in the amount of
authorized shares of such series, in each case ranking on a parity with
or junior to the Series A Preferred Stock with respect to payment of
dividends or the distribution of assets upon liquidation, dissolution or
winding up, shall not be deemed to materially and adversely affect such
rights, preferences, privileges or voting powers.

(d) The foregoing voting provisions will not apply
if, at or prior to the time when the act with respect to which such vote
would otherwise be required shall be effected, all outstanding shares of
Series A Preferred Stock shall have been redeemed or called for
redemption upon proper notice and sufficient funds shall have been
deposited in trust to effect such redemption.

(e) Except as expressly stated in these Articles
Supplementary, the Series A Preferred Stock shall not have any relative,
participating, optional or other special voting rights and powers and
the consent of the holders thereof shall not be required for the taking
of any corporate action, including but not limited to, any merger or
consolidation involving the Corporation or a sale of all or
substantially all of the assets of the Corporation, irrespective of the
effect that such merger, consolidation or sale may


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have upon the rights, preferences or voting power of the holders of the
Series A Preferred Stock.

8. Conversion. The Series A Preferred Stock is not convertible
into or exchangeable for any other property or securities of the
Company.

9. Restrictions on Ownership and Transfer. Once there is a
completed public offering of the Series A Preferred Stock, if the Board
of Directors shall, at any time and in good faith, be of the opinion
that actual or constructive ownership of at least 9.9% or more of the
value of the outstanding capital stock of the Company has or may become
concentrated in the hands of one owner, the Board of Directors shall
have the power (i) by means deemed equitable by the Board of Directors,
and pursuant to written notice, to call for the purchase from any
shareholder of the corporation a number of shares of Series A Preferred
Stock sufficient, in the opinion of the Board of Directors, to maintain
or bring the direct or indirect ownership of such beneficial owner to no
more than 9.9% of the value of the outstanding capital stock of the
corporation, and (ii) to refuse to transfer or issue shares of Series A
Preferred Stock to any person whose acquisition of such Series A
Preferred stock would, in the opinion of the Board of Directors, result
in the direct or indirect ownership by that person of more than 9.9% of
the value of the outstanding capital stock of the Company. The purchase
price for any shares of Series A Preferred Stock shall be equal to the
fair market value of the shares reflected in the closing sales price for
the shares, if then listed on a national securities exchange, or if the
shares are not then listed on a national securities exchange, the
purchase price shall be equal to the redemption price of such shares of
Series A Preferred Stock. Payment of the purchase price shall be made
within thirty days following the date set forth in the notice of call
for purchase, and shall be made in such manner as may be determined by
the Board of Directors of the Company. From and after the date fixed
for purchase by the Board of Directors, as set forth in the notice, the
holder of any shares so called for purchase shall cease to be entitled
to distributions, and other benefits with respect to such shares, excepting
only the right to payment of the purchase price fixed as aforesaid. Any
transfer of Series Preferred Shares that would create an actual or
constructive owner of more than 9.9% of the value of the outstanding
shares of capital stock of this Company shall be deemed void ab initio
and the intended transferree shall be deemed never to have had an
interest therein. If the foregoing provision is determined to be void
or invalid by virtue of any legal decision, statute, rule or regulation,
then the transferee of such Series A Preferred Shares shall be deemed,
at the option of the corporation, to have acted as agent on behalf of
the Company in acquiring such shares and to hold such shares on behalf
of the Company.

Notwithstanding anything herein to the contrary, the Company and its
transfer agent may refuse to transfer any shares of Series A Preferred
Stock, passing either by voluntary transfer, by operation of law, or
under the last will and testament of any shareholder if such transfer
would or might, in the opinion of the Board of Directors or counsel to
the Company, disqualify the Company as a Real Estate Investment Trust
under the Internal Revenue Code. Nothing herein contained shall limit
the ability of the corporation to impose or to seek judicial or other
imposition of additional restrictions if



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deemed necessary or advisable to preserve the Company's tax status as a
qualified Real Estate Investment Trust. Nothing herein contained shall
preclude settlement of any transaction entered into through the
facilities of the New York Stock Exchange.

THIRD: The classification of authorized but unissued shares as
set forth in these Articles Supplementary does not increase the
authorized capital of the Company` or the aggregate par value thereof.

FOURTH: These Articles Supplementary have been approved by the
Board of Directors in the manner and by the vote required by law.

FIFTH: The undersigned Vice President of the Company
acknowledges these Articles Supplementary to be the corporate act of the
Company and, as to all matters or facts required to be verified under
oath, the undersigned Vice President of the Company acknowledges that to
the best of his knowledge, information and belief, these matters and
facts are true in all material respects and that this statement is made
under the penalties for perjury.

IN WITNESS WHEREOF, the Company has caused these Articles
Supplementary to be executed under seal in its name and on its behalf by
its Vice President and attested to by its Secretary on this 25th day of
April, 1997.

ATTEST OMEGA HEALTHCARE INVESTORS, INC.


Essel W. Bailey, Jr. By: David Stover
- ------------------------------- ----------------------------------
Essel W. Bailey, Jr., Secretary David Stover, Vice President






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