S-3: Registration statement for specified transactions by certain issuers

EXHIBIT 25

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM T-1

STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED,
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2)

NBD BANK

(Exact name of Trustee as specified in its charter)

611 WOODWARD AVENUE
DETROIT, MICHIGAN 48226 38-0864715
(Address of principal executive offices) (Zip Code) (I.R.S. Employer
Identification No.)


NBD BANK
611 Woodward Avenue
Detroit, Michigan 48226
Global Corporate Trust Services
Attn: James D. Khami (313) 225-3189
(Name, address and telephone number of agent for service)

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

MARYLAND 38-3041398
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

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


$200,000,000 DEBT SECURITIES
(Title of Indenture Securities)





ITEM 1 GENERAL INFORMATION. Furnish the following information as
to the Trustee:

(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY
TO WHICH IT IS SUBJECT:

- State of Michigan Financial Institutions Bureau, Lansing,
MI
- Federal Reserve Bank of Chicago, Chicago, Illinois
- Federal Deposit Insurance Corporation, Washington, D.C.

(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST
POWERS. The Trustee is authorized to exercise corporate
trust powers.

ITEM 2 AFFILIATIONS WITH THE OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION. No such affiliation exists.

ITEM 3 Not applicable

ITEM 4 TRUSTEESHIPS UNDER OTHER INDENTURES
The Trustee also serves as Successor Trustee to First Interstate
Bank of California under an Indenture dated as of December 27,
1993 under which the Company issued 8.5% Convertible Subordinated
Debentures. The Trustee also serves as Trustee under an
Indenture dated as of January 28, 1997, as supplemented August 5,
1997, under which the Company issued $100,000,000 6.95% Notes due
2007.

ITEM 5 THROUGH ITEM 15 Not applicable

ITEM 16 LIST OF EXHIBITS:

EXHIBIT (1) A COPY OF THE ARTICLES OF INCORPORATION OF
THE TRUSTEE NOW IN EFFECT Incorporated by reference to Exhibit
(1) to Item 16 of Form T-1 filed as Exhibit 25 to Registration
Statement, Securities and Exchange Commission, Registration No.
33-51775.*

EXHIBIT (2) CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE
BUSINESS Incorporated by reference to Exhibit (2) to Item 16 of
Form T-1 filed with Amendment No. 1, Securities and Exchange
Commission, Registration No. 22-4501.*

EXHIBIT (3) AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE
TRUST POWERS Incorporated by reference to Exhibit (3) to Item 16
of Form T-1 filed with Amendment No. 1, Securities and Exchange
Commission, Registration No. 22-4501.*



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EXHIBIT (4) BY-LAWS OF THE TRUSTEE, AS PRESENTLY IN EFFECT
Incorporated by reference to Exhibit (4) to Item 16 of Form T-1
filed as Exhibit 25 to Registration Statement, Securities and
Exchange Commission, Registration No. 33-51775.*

EXHIBIT (5) Not Applicable.

EXHIBIT (6) CONSENT BY THE TRUSTEE REQUIRED BY SECTION 321 (B) OF
THE ACT. Incorporated by reference to Exhibit (6) to Item 16 of
Form T-1, filed with Amendment No. 1, Securities and Exchange
Commission, Registration No. 22-4501.*

EXHIBIT (7) A COPY OF THE LATEST REPORT OF CONDITION OF THE
TRUSTEE PUBLISHED PURSUANT TO LAW OR THE REQUIREMENTS
OF ITS SUPERVISING OR EXAMINING AUTHORITY.

EXHIBIT (8) Not applicable.

EXHIBIT (9) Not applicable.

* Exhibits thus designated are incorporated herein by reference Exhibits
bearing identical numbers in Item 16 of the Form T-1 filed by the Trustee
with the Securities and Exchange Commission with the specific references noted.





SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended,
the Trustee, NBD Bank, a Michigan banking corporation organized and
existing under the laws of the State of Michigan, has duly caused this
Statement of Eligibility and Qualification to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Detroit, State of
Michigan on the 25th day of August, 1997.


NBD BANK, Trustee


By: /s/ James D. Khami
-------------------------------
James D. Khami
Assistant Vice President



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Charter No. 13671
Comptroller of the Currency District
REPORT OF CONDITION CONSOLIDATING
DOMESTIC AND FOREIGN SUBSIDIARIES OF THE
NBD BANK

in the State of Michigan, at the close of business on June 30, 1997 pub-
lished in response to call made by Comptroller of the Currency, under title
12, United States Code, Section 161.