UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

–––––––––––––

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 14, 2010

RETAIL OPPORTUNITY INVESTMENTS CORP.

(Exact Name of Registrant as Specified in Its Charter)


Delaware (State or other jurisdiction of incorporation)		001-33749 (Commission File Number)		26-0500600 (I.R.S. Employer Identification No.)


3 Manhattanville Road, Purchase, NY (Address of Principal Executive Offices)		10577 (Zip Code)

Registrant's telephone number, including area code: (914) 272-8080

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

This Current Report on Form 8-K/A (this “Amendment”) is being filed to include disclosures that amend and supplement those disclosures made by Retail Opportunity Investments Corp. (the "Company") in its Current Report on Form 8-K (the “Original Form 8-K”) filed with the Securities and Exchange Commission on July 19, 2010, as set forth below. The financial statements and pro forma financial information described in Item 9.01 below should be read in conjunction with the Original Form 8-K and this Amendment.

Item 2.01 Completion of Acquisition or Disposition of Assets.

Happy Valley Town Center Acquisition

On July 14, 2010, a subsidiary of the Company completed the previously announced acquisition of a grocery-anchored neighborhood shopping center located in Happy Valley, Oregon ("Happy Valley Town Center") from Gramor Acme LLC, an unaffiliated third party. The net purchase price for Happy Valley Town Center was approximately $39.4 million and was funded in cash.

Oregon City Point Acquisition

On July 14, 2010, a subsidiary of the Company completed the acquisition of a neighborhood shopping center located in Oregon City, Oregon ("Oregon City Point") from OC Point, LLC, an unaffiliated third party. The net purchase price for Oregon City Point was approximately $11.6 million and was funded in cash.

In connection with the acquisitions of Happy Valley Town Center and Oregon City Point, the Company filed the Original Form 8-K describing the acquisitions. The Company is now filing this Amendment to include the financial statements and pro forma financial information required by Item 9.01 of Form 8-K, to amend and supplement the disclosures in the Original Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

I. Happy Valley Town Center

·	Independent Auditors’ Report

·	Statements of Revenues and Certain Expenses for the Year Ended December 31, 2009 (Audited) and Six Months Ended June 30, 2010 (Unaudited)

·	Notes to Statements of Revenues and Certain Expenses for the Year Ended December 31, 2009 (Audited) and Six Months Ended June 30, 2010 (Unaudited)

II. Oregon City Point

·	Independent Auditors’ Report

·	Statements of Revenues and Certain Expenses for the Year Ended December 31, 2009 (Audited) and Six Months Ended June 30, 2010 (Unaudited)

·	Notes to Statements of Revenues and Certain Expenses for the Year Ended December 31, 2009 (Audited) and Six Months Ended June 30, 2010 (Unaudited)

(b) Pro Forma Financial Information of Retail Opportunity Investments Corp.

·	Pro Forma Consolidated Balance Sheet as of June 30, 2010 (Unaudited)

·	Pro Forma Consolidated Statement of Operations for the Six Months Ended June 30, 2010 (Unaudited)

·	Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2009 (Unaudited)

·	Notes to Pro Forma Consolidated Financial Statements (Unaudited)

23.1 Consent of Independent Registered Public Accounting Firm

99.1 Financial statements and pro forma financial information referenced above under paragraphs (a) and (b) of this Item 9.01

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 hereunto duly authorized.

	Retail Opportunity Investments Corp.
Dated: September 3, 2010	By: /s/ John B. Roche
	John B. Roche Chief Financial Officer

EXHIBIT INDEX

23.1 Consent of Independent Registered Public Accounting Firm

99.1 Financial Statements of Properties Acquired and Pro Forma Financial Information