ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                       OF OMEGA HEALTHCARE INVESTORS, INC.


                                       1.

     The  name of the  corporation  is Omega  Healthcare  Investors,  Inc.  (the
"Corporation").

                                       2.

     The Corporation hereby amends the last paragraph of Article V, Section 3 of
its Articles of Incorporation as follows:

     "The number of Directors may be increased or decreased from time to time in
     such manner as may be provided in the Bylaws,  provided  that the number of
     Directors  constituting  the full Board of Directors shall not be less than
     five (5) nor more than thirteen (13),  subject, at all times, to the rights
     of the holders of any class of the  Corporation's  preferred stock to elect
     directors in certain  circumstances  pursuant to the express  terms of such
     preferred stock."

                                       3.

     The Board of Directors of the Corporation  approved the foregoing amendment
by unanimous written consent on April 2, 2002,  declared that said amendment was
advisable,  and directed that it be submitted for action thereon at a meeting of
the stockholders of the Corporation to be held on May 30, 2002.

                                       4.

     At a duly  called  meeting  of  stockholders  held  on May  30,  2002,  the
stockholders  of the  Corporation  approved the  foregoing  amendment by the 80%
affirmative vote required by Article VII of the Articles of Incorporation.

                                       5.

     All other  provisions  of the  Articles of  Amendment  shall remain in full
force and effect.



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     IN WITNESS WHEREOF,  the Corporation has caused these Articles of Amendment
to be executed this 30th day of May, 2002 and its corporate  seal to be hereunto
affixed and attested to by its Secretary.

     THE UNDERSIGNED, C. Taylor Pickett acknowledges these Articles of Amendment
to be the  corporate act of the  Corporation  and states that to the best of his
knowledge,  information  and belief the matters and facts set forth therein with
respect to the  authorization  and  approval  thereof  are true in all  material
respects and that this statement is made under the penalties of perjury.


Attest:                                     OMEGA HEALTHCARE INVESTORS, INC.

                                            By: /s/  C. TAYLOR PICKETT
                                                ----------------------
                                            Name:    C. Taylor Pickett
                                            Title:   Chief Executive Officer
/s/  DANIEL J. BOOTH
--------------------
Name:   Danial J. Booth
Title:  Secretary

[SEAL]