[LETTERHEAD
OF OMEGA HEALTHCARE INVESTORS, INC.]
February
27, 2007
VIA
EDGAR
United
States Securities and Exchange Commission
450
Fifth
Street, N.W.
Washington,
D.C. 20549-0231
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Re: |
Omega
Healthcare Investors, Inc.
Post-Effective
Amendment No. 3 on Form S-11 to Form S-3
File
No. 333-117655
Filed
January 29, 2007
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Dear
Sir
or Madam:
Pursuant
to Rule 477 promulgated under the Securities Act of 1933, as amended (the
“Securities
Act”),
Omega
Healthcare Investors, Inc., a Maryland corporation (the “Company”),
respectfully requests that the Securities and Exchange Commission (the
“Commission”)
consent to the withdrawal of the above-referenced Post-Effective Amendment
No. 3
on Form S-11 to the Registration Statement on Form S-3 and all exhibits thereto
(the “Post-Effective
Amendment”).
The
Company has elected not to convert its universal shelf registration statement
from a Form S-3 to a Form S-11.
Please
do
not hesitate to contact the undersigned at (410) 427-1722 or Richard H. Miller,
Esq. of Powell Goldstein LLP at (404) 572-6787 should you have any questions
with respect to this request.
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Very
truly yours,
/s/
Robert O. Stephenson
Robert
O. Stephenson
Chief
Financial Officer
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