S-11/A: Registration statement for securities to be issued by real estate companies

EXHIBIT 99.4


LETTER FROM BROKERS OR OTHER NOMINEES TO
BENEFICIAL OWNERS
9,350,000 SHARES OF COMMON STOCK
OMEGA HEALTHCARE INVESTORS, INC.
RIGHTS OFFERING


To Our Clients:


Enclosed for your consideration are a prospectus, dated January 22, 2002,
relating to an offering by Omega Healthcare Investors, Inc., a Maryland
corporation, of rights to purchase additional shares of common stock at a
subscription price of $2.92 per share, pursuant to rights initially distributed
to holders of record of shares of common stock as of the close of business on
January 22, 2002. One right was initially distributed to eligible stockholders
for every 2.15 shares of common stock held of record on the record date.



As described in the enclosed prospectus, you will receive one right for
every 2.15 shares of common stock held by us in your account as of the record
date. No fractional rights will be granted; if a fractional right would be
calculated for you as a result of the ratio described above, the number of
rights granted to you was rounded up to the nearest whole right. You are
entitled to subscribe for and purchase one additional share of common stock for
each right granted to you at the subscription price.



The rights may not be sold, traded or otherwise transferred by you to
another person, even by gift. In addition, the exercise of rights is
irrevocable, which means that you cannot later change your mind even if you
later learn information about Omega that you consider to be unfavorable.


The rights offering is subject to a number of conditions, as described in
the prospectus. Pending satisfaction of the conditions and expiration of the
subscription period, subscription and related payments will be held in escrow.
If the conditions are not satisfied on or before expiration of the subscription
period, Omega will terminate the rights offering and any amounts held in escrow
will be returned to you, without interest.

You may only exercise rights if you held the shares of common stock to which
the rights relate on the record date and all times from the record date through
and including the date you instruct us to exercise your rights. Omega will
monitor transfers of shares of its common stock during the subscription period
for this purpose.

THE MATERIALS ENCLOSED ARE BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF
THE SHARES OF COMMON STOCK CARRIED BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN
YOUR NAME. EXERCISES OF THE RIGHTS MAY BE MADE ONLY BY US AS THE RECORD OWNERS
AND PURSUANT TO YOUR INSTRUCTIONS.

Accordingly, we request instructions as to whether you wish to elect to
subscribe for any shares of common stock to which you are entitled pursuant to
the terms and subject to the conditions set forth in the enclosed prospectus. WE
URGE YOU TO READ THESE DOCUMENTS CAREFULLY BEFORE INSTRUCTING US AS TO WHETHER
OR NOT TO EXERCISE YOUR RIGHTS.


Your instructions to us should be forwarded as promptly as possible in order
to permit us to exercise rights on your behalf in accordance with the provisions
of the rights offering described in the prospectus. The rights offering will
expire on February 14, 2002, at 5:00 P.M., New York City time, unless the rights
offering is extended by Omega.


If you wish to have us, on your behalf, exercise rights, please so instruct
us by completing, executing and returning to us the instruction form on the
reverse side of this letter along with proper payment for the number of shares
of common stock for which you are exercising your rights.


The subscription offer is being made to all stockholders of record of our
common stock as of January 22, 2002 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



ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE OFFERING SHOULD BE
DIRECTED TO GEORGESON SHAREHOLDER COMMUNICATIONS, INC., 17 STATE STREET, NEW
YORK, NEW YORK 10004. YOU MAY CALL TOLL FREE AT (800) 223-2064.


Very truly yours,
[Broker]

INSTRUCTIONS BY BENEFICIAL OWNERS TO BROKERS OR OTHER NOMINEES

(ACCOMPANYING LETTER FROM BROKERS OR OTHER NOMINEES TO BENEFICIAL OWNERS)

The undersigned acknowledge(s) receipt of your letter and the enclosed
materials referred to therein relating to the offering of additional shares of
common stock of Omega Healthcare Investors, Inc., a Maryland corporation.

This will instruct you whether to exercise rights to purchase additional
shares of common stock distributed with respect to Omega's common stock held by
you for the account of the undersigned, pursuant to the terms and subject to the
conditions set forth in the prospectus relating to the rights offering.