Form: 10-Q/A

Quarterly report pursuant to Section 13 or 15(d)

July 29, 1997

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

Published on July 29, 1997



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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-Q/A

(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM
TO
- ------------ ------------
COMMISSION FILE NUMBER 1-11316

OMEGA HEALTHCARE
INVESTORS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

MARYLAND
(State of Incorporation)
38-3041398
(I.R.S. Employer Identification No.)

905 W. EISENHOWER CIRCLE, SUITE 110, ANN ARBOR, MI 48103
(Address of principal executive offices)

(313) 747-9790
(Telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.

Yes X No
==== ====

Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of June 30, 1997

COMMON STOCK, $.10 PAR VALUE 19,065,324
(Class) (Number of shares)

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OMEGA HEALTHCARE INVESTORS, INC.

PART II -- OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(A) EXHIBITS -- THE FOLLOWING EXHIBITS ARE FILED HEREWITH:



EXHIBIT DESCRIPTION
------- -----------

10.1 Facility Agreement between Principal Healthcare PLC and
Morgan Guaranty, with Omega Healthcare Investors, Inc. as
Guarantor
10.2 Promissory Note Secured by Deed of Legal Mortgage and Deed
of Legal Mortgage between Principal Healthcare Finance
Limited as the mortgagor and Omega Healthcare Investors,
Inc. as the mortgagee
12 Ratio of Earnings to Combined Fixed Charges and Preferred
Stock Dividends
27 Financial Data Schedule


(B) REPORTS ON FORM 8-K.

The following report on Form 8-K was filed since March 31, 1997

Form 8-K dated April 25, 1997: Report with exhibits in connection
with issuance of Class A Cumulative Preferred Stock

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

OMEGA HEALTHCARE INVESTORS, INC.
Registrant




By: /s/ ESSEL W. BAILEY, JR. President
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ESSEL W. BAILEY, JR.

By: /s/ DAVID A. STOVER Chief Financial Officer
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DAVID A. STOVER




Date: July 28, 1997


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