AW: Withdrawal of amendment to a registration statement filed under the Securities Act
Published on September 7, 2006
OMEGA
HEALTHCARE INVESTORS, INC.
9690
Deereco Road
Suite
100
Timonium,
MD 21093
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