8-A12G: Form for registration of a class of securities pursuant to Section 12(g)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

OMEGA HEALTHCARE INVESTORS, INC.
(Exact name of registrant as specified in its charter)


MARYLAND 38-3041398
(State of Incorporation) (IRS Employer Identification No.)


905 WEST EISENHOWER CIRCLE, SUITE 110
ANN ARBOR, MICHIGAN 48103
(Address of principal executive offices)


Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which
to be so registered each class is to be registered
--------------------- ------------------------------
None Not Applicable

If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ ]

If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]

Securities to be registered pursuant to Section 12(g) of the Act:

6.95% Notes Due 2007
---------------------------------------------------------------
(Title of class)





Item 1. Description of Registrant's Securities to be Registered.

A description of the securities registered hereunder comparable to that
required by Item 1 of Form 8-A is set forth under the caption "Description of
the Notes" in the Prospectus Supplement to the Registration Statement on Form
S-3 (No. 333-20967), filed pursuant to Rule 424(b) with the Commission on July
29, 1997 as may be revised, supplemented, modified or amended and is hereby
incorporated by reference in answer to this Item 1.

Item 2. Exhibits

Exhibit No. Description
----------- -----------
1 Form of Indenture (incorporated by reference to
Exhibit 4.2 to the Registrant's Registration
Statement No. 333-20967 on Form S-3)

2 Form of Supplemental Indenture, including the form of
Note attached as Exhibit A thereto




SIGNATURE


Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.


DATED: August 1, 1997 OMEGA HEALTHCARE INVESTORS, INC.
("Registrant")



By /s/ David A. Stover
-------------------------------
David A. Stover, Vice President
and Chief Financial Officer