S-1: General form of registration statement for all companies including face-amount certificate companies

EXHIBIT 99.3

LETTER TO DEALERS AND OTHER NOMINEES
OMEGA HEALTHCARE INVESTORS, INC.
RIGHTS OFFERING

To Securities Brokers and Dealers, Commercial Banks, Trust Companies and Other
Nominees:

This letter is being distributed to securities brokers and dealers,
commercial banks, trust companies and other nominees in connection with the
offering by Omega Healthcare Investors, Inc., a Maryland corporation, of rights
to purchase additional shares of its common stock at a subscription price of
$___ per share, pursuant to rights initially distributed to holders of record of
common stock as of the close of business on ___________, 2001. The rights are
described in the prospectus dated ____________, 2001 relating to the rights
offering.

Each beneficial owner of shares of the common stock registered in your name
or the name of your nominee is entitled to receive one right for every ____
shares of common stock owned by such beneficial owner on the record date.
Holders of rights are entitled to subscribe for and purchase one additional
share of common stock for each right exercised at the subscription price. No
fractional rights have been granted; if a fractional right would have been
calculated for a beneficial owner as a result of the ratio described above, the
number of rights granted to such owner has been rounded up to the nearest whole
right.

We are asking you to contact your clients for whom you hold shares of common
stock registered in your name or in the name of your nominee to obtain
instructions with respect to the rights. Enclosed are copies of the following
documents:

1. the prospectus relating to the subscription offering;

2. the subscription agreement pursuant to which rights may be exercised for
your use and for the information of your clients;

3. a letter to Omega's stockholders from C. Taylor Pickett, its Chief
Executive Officer;

4. a form of a letter which may be sent to clients for whose accounts you
hold shares of Omega common stock registered in your name or the name of
your nominee with a form for obtaining client's instructions with regard
to the subscription offer;

5. a Substitute Form W-9 (included in the subscription agreement) and
accompanying instructions relating to backup federal income tax
withholding; and

6. a return envelope addressed to EquiServe Trust Company, N.A., as
subscription agent.

YOUR PROMPT ACTION IS REQUESTED. THE RIGHTS WILL EXPIRE ON ____________,
2001, AT 5:00 P.M., NEW YORK CITY TIME, UNLESS THE SUBSCRIPTION PERIOD IS
EXTENDED BY OMEGA (THE "EXPIRATION DATE").

To exercise the rights, a properly completed and executed subscription
agreement and payment in full for all rights exercised must be delivered to
EquiServe Trust Company, N.A., the subscription agent, indicated in the
prospectus prior to 5:00 P.M., New York City time, on the Expiration Date. The
rights offering is subject to several closing conditions. Pending satisfaction
of those conditions and expiration of the subscription period, all subscriptions
and related payments will be held in escrow by EquiServe Trust Company, N.A., as
escrow agent. If the conditions are not satisfied on or before the Expiration
Date, as it may be extended, the rights offering will be terminated and all
amendments held in escrow will be returned, without interest.

Omega will not pay any fees or commissions to any broker, dealer or other
person soliciting the exercise of rights pursuant to the rights offering.

NEITHER OMEGA NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY
STOCKHOLDER AS TO WHETHER TO EXERCISE OR REFRAIN FROM EXERCISING SUBSCRIPTION
RIGHTS OR, IF EXERCISED, AS TO THE NUMBER OF SHARES OF COMMON STOCK TO PURCHASE.
STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS.

The rights offering is being made to all holders of record of Omega common
stock as of ___________, 2001 solely pursuant to the prospectus and the
subscription agreement. The offer is not being made (nor will the exercise of
rights be accepted from or on behalf of) stockholders in any jurisdiction in
which the making of the offer or the acceptance of any exercise of rights
therein would not be in compliance with the laws of such jurisdiction.

Additional copies of the enclosed materials may be obtained from
____________, at ____________ [address]. You may call ____________ toll free at
____________.

Very truly yours,
OMEGA HEALTHCARE INVESTORS, INC.

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON
AS AN AGENT OF OMEGA HEALTHCARE INVESTORS, INC., THE SUBSCRIPTION AGENT OR ANY
OTHER PERSON MAKING OR DEEMED TO BE MAKING OFFERS OF THE COMMON STOCK ISSUABLE
UPON VALID EXERCISE OF THE RIGHTS, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE
ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE RIGHTS OFFERING
EXCEPT FOR STATEMENTS MADE IN THE PROSPECTUS.