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

EXHIBIT 99.2

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HEALTH EQUITY PROPERTIES INCORPORATED
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The Special Meeting of Shareholders (the "Special Meeting") of
Health Equity Properties Incorporated ("HEP") will be held at The
Adams Mark Winston Plaza located at 425 N. Cherry Street,
Winston-Salem, North Carolina 27101, on Wednesday, September 28, 1994,
beginning at 10:00 A.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 William G. Benton,
Susan L. Christiansen, G.L. Clark, Jr., and David Weil, 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 $0.01
per share, of HEP ("HEP 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 HEP and Omega Healthcare Investors,
Inc., a Maryland corporation ("Omega"), pursuant to which, among
other matters, (i) HEP would be merged with and into Omega, and
(ii) each share of HEP Common Stock will be converted into the
right to receive .393 of a share of Common Stock, par value $0.10
per share, of Omega, 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 HEP.
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 HEP of the Notice of
Special Meeting and the Joint Proxy Statement and Prospectus prior to
the execution of this Proxy.