S-4: Registration of securities issued in business combination transactions

EXHIBIT 99.1

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OMEGA HEALTHCARE INVESTORS, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The Special Meeting of Shareholders (the "Special Meeting") of
Omega Healthcare Investors, Inc. ("Omega") will be held at 905 W.
Eisenhower Circle, Suite 110, Ann Arbor, Michigan, on Wednesday,
September 28, 1994, beginning at 2:00 P.M., local time. The
undersigned hereby acknowledges receipt of the related Notice of
Special Meeting of Shareholders (the "Notice of Special Meeting") and
Joint Proxy Statement and Prospectus dated August 24, 1994, (the
"Joint Proxy Statement and Prospectus") accompanying this Proxy.

The undersigned hereby appoints and constitutes Robert L. Parker,
Neill R. Schmeichel, and Don M. Pearson, or any of them, with several
power of substitution or resubstitution, as proxies and attorneys to
vote all the shares of Common Stock, par value $0.10 per share, of
Omega ("Omega Common Stock") owned of record by the undersigned on
August 22, 1994 and otherwise to act on behalf of the undersigned at
the Special Meeting and any adjournment or postponement thereof, with
respect to the following proposal:

1. Proposal to approve the Amended and Restated Merger Agreement and
Plan of Reorganization dated as of June 17, 1994 (the "Merger
Agreement") by and between Omega and Health Equity Properties
Incorporated, a North Carolina corporation ("HEP"), pursuant to
which, among other matters, (i) HEP would be merged with and into
Omega, and (ii) each share of Common Stock, par value $0.01 per
share, of HEP will be converted into the right to receive .393 of a
share of Omega Common Stock, all as more fully described in the
accompanying Joint Proxy Statement and Prospectus.

/ / FOR / / AGAINST / / ABSTAIN

The undersigned further gives the above-named proxies and attorneys
the authority to vote in their discretion upon such other business
as may properly come before the Special Meeting or any adjournment
or postponement thereof, including, without limitation, any vote to
adjourn the Special Meeting to a later date.

THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED. IF NO
INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" APPROVAL OF THE
MERGER AGREEMENT. IF ANY OTHER BUSINESS IS PRESENTED AT THE SPECIAL
MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR
BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO
OTHER BUSINESS TO BE PRESENTED AT THE SPECIAL MEETING. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE MERGER AGREEMENT.
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF OMEGA.
Please sign your name exactly as it appears below. If shares are
held jointly, all joint owners should sign. If shares are held by a
corporation, please sign the full corporate name by the president or
any other authorized corporate officer. If shares are held by a
partnership, please sign the full partnership name by an authorized
person. If you are signing as an attorney, executor, administrator,
trustee or guardian, please set forth your full title as such.
The undersigned acknowledges receipt from Omega of the Notice of
Special Meeting and the Joint Proxy Statement and Prospectus prior to
the execution of this Proxy.