September
7, 2006
VIA
EDGAR
Mr.
Michael McTierney
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
100
F
Street, N.E.
Washington,
D.C. 20549
Re:
Omega
Healthcare Investors, Inc.
Application
for Withdrawal of Post-Effective Amendment No. 2 on Form S-3/A,
Filed
on August 28, 2006
File
No. 333-117655
Dear
Mr.
McTierney:
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. 2
to the Registration Statement on Form S-3/A (File
No.
333-117655) and
all
exhibits thereto (the “Post-Effective
Amendment No. 2”).
The
Company’s request is based on its determination that the Post-Effective
Amendment No. 2 was
filed
under an erroneous form identification tag, which incorrectly indicates
that the
filing is a pre-effective amendment to a Form S-3. Post-Effective Amendment
No.
2 relates to a registration statement on Form S-3, as amended, filed with
the
Commission on July
26,
2004 (the “Registration
Statement”).
The
Company hereby confirms that no securities were issued or sold pursuant
to
Post-Effective
Amendment No. 2.
Accordingly, the Company hereby respectfully requests the immediate withdrawal
of Post-Effective
Amendment No. 2 so
that
it may correctly file a post-effective amendment to the Registration Statement.
If
you
have any questions concerning our request for withdrawal, please call Michael
Delaney of Powell Goldstein LLP, our counsel, at (404) 572-6912.
Very
truly yours,
Omega
Healthcare Investors, Inc.
/s/Robert
O. Stephenson
Robert
O.
Stephenson
Chief
Financial Officer