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): September 23, 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 September 23, 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.

Heritage Market Center Acquisition

On September 23, 2010, a subsidiary of the Company completed the acquisition of a neighborhood shopping center located in Vancouver, Washington ("Heritage Market Center") from 162nd & Fourth Plain, LLC, an unaffiliated third party.  The net purchase price for Heritage Market Center was approximately $20.0 million. Included in the net purchase price was the assumption of an existing mortgage loan (the “Heritage Market Loan”) with an outstanding principal balance of approximately $11.6 million.  The Heritage Market Loan bears interest at a rate of 7.1% per annum and a maturity date of December 2011.  The remainder of the net purchase price was funded in cash.

In connection with the acquisition of Heritage Market Center, the Company filed the Original Form 8-K describing the acquisition. This Amendment is being filed to include disclosures that amend and supplement the disclosures in the Original Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a)      Financial Statements of Business Acquired.

Heritage Market 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)

(b)      Pro Forma Financial Information.

·   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)

(c)      Exhibits.

Exhibit No.	Description
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:  October 8, 2010	By:  /s/ John B. Roche         John B. Roche         Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
23.1	Consent of Independent Registered Public Accounting Firm.
99.1	Financial Statements of Property Acquired and Pro Forma Financial Information.