February 14, 2008 - SC 13G/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions

Broker or dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended (the Exchange Act);

Bank as defined in Section 3(a)(6) of the Exchange Act;

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)

Omega Healthcare Investors, Inc.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

681936100

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

		o Rule 13d-1(b)

		þ Rule 13d-1(c)

		o Rule 13d-1(d)


CUSIP No. 681936100		13G		Page 2 of 9 Pages


1	NAME OF REPORTING PERSONS ING Groep N.V. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP Not Applicable
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	The Netherlands

		5	SOLE VOTING POWER

NUMBER OF			10,195,051 ^{1 2}

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			10,195,051 ^{1 2}

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	10,195,051

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 25,100 Custodian shares

	þ

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	14.99%

12	TYPE OF REPORTING PERSON

	HC

¹10,169,651 of these shares are held by indirect subsidiaries of ING Groep N.V. in their role as a discretionary manager of client portfolios.

² 25,400 of these shares are held by indirect subsidiaries of ING Groep N.V. in their role as trustee.


CUSIP No. 681936100		13G		Page 3 of 9 Pages


1	NAME OF REPORTING PERSONS ING Clarion Real Estate Securities, L.P. ³ S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP Not Applicable
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	201 King of Prussia Road, Suite 600, Radnor, PA 19087

		5	SOLE VOTING POWER

NUMBER OF			4,943,904

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			6,200

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			10,062,164

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	10,062,164

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	14.80%

12	TYPE OF REPORTING PERSON

	IA

³ ING Clarion Real Estate Securities, L.P. is a wholly owned indirect subsidiary of ING Groep N.V.


CUSIP No. 681936100		13G		Page 4 of 9 Pages


Item 1(a).		Name of Issuer:

		Omega Healthcare Investors, Inc.

Item 1(b).		Address of Issuers Principal Executive Offices:

		9690 Deereco Road
		Suite 100
		Timonium, MD 21093

Item 2(a).		Name of Person Filing:

		ING Groep N.V.

		ING Clarion Real Estate Securities, L.P.

Item 2(b).		Address of Principal Business Office or, if None, Residence:

		ING Groep N.V.:
		Amstelveenseweg 500
		1081 KL Amsterdam
		P.O. Box 810
		1000 AV Amsterdam
		The Netherlands

		ING Clarion Real Estate Securities, L.P.:
		201 King of Prussia Road
		Suite 600
		Radnor, PA 19087

Item 2(c).		Citizenship:

		See item 4 on Page 2
		See item 4 on Page 3

Item 2(d).		Title of Class of Securities:

		Ordinary Shares

Item 2(e).		CUSIP Number:

		681936100

Item 3.		If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (Not Applicable)


CUSIP No. 681936100		13G		Page 5 of 9 Pages


(c)	o	Insurance company as defined in Section 3(a)(19) of the Exchange Act;

(d)	o	Investment company registered under Section 8 of the Investment Company Act of 1940, as amended (the Investment Company Act);

(e)	o	Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) under the Exchange Act;

(f)	o	Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F) under the Exchange Act;

(g)	o	Parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G) under the Exchange Act;

(h)	o	Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)	o	Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)	o	Group in accordance with Rule 13d-1(b)(1)(ii)(J) under the Exchange Act.


Item 4.		Ownership.

(a)

Amount beneficially owned:

See item 9 on Page 2
See item 9 on Page 3

(b)

Percent of class:

See item 11 on Page 2
See item 11 on Page 3

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

See item 5 on Page 2
See item 5 on Page 3

(ii)

Shared power to vote or to direct the vote:

See item 6 on Page 2
See item 6 on Page 3


CUSIP No. 681936100		13G		Page 6 of 9 Pages

(iii)

Sole power to dispose or to direct the disposition of:

See item 7 on Page 2
See item 7 on Page 3

(iv)

Shared power to dispose or to direct the disposition of:

See item 8 on Page 2
See item 8 on Page 3


Item 5.		Ownership of Five Percent or Less of a Class.

		Not Applicable

Item 6.		Ownership of More than Five Percent on Behalf of Another Person.

		Not Applicable

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

		Not Applicable

Item 8.		Identification and Classification of Members of the Group.

		Not Applicable

Item 9.		Notice of Dissolution of Group.

		Not Applicable

Item 10.		Certification.

		By signing below we certify that, to the best of our knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


CUSIP No. 681936100		13G		Page 7 of 9 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


		February 14, 2008 (Date)

		ING GROEP N.V.

		By:
		/s/ Eric E. Ribbers

		(Signature)

		Eric E. Ribbers
		Senior Compliance Officer (Name/Title)

		/s/ Carl-Eric M. Rasch

		(Signature)

		Carl-Eric M. Rasch
		Head of Compliance, Regulator & Industry Body Liaison Netherlands (Name/Title)


CUSIP No. 681936100		13G		Page 8 of 9 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


		February 14, 2008
		(Date)

		ING CLARION REAL ESTATE SECURITIES, L.P.

		By:
		/s/ William Zitelli

		(Signature)

		William Zitelli
		Chief Compliance Officer

		(Name/Title)


CUSIP No. 681936100		13G		Page 9 of 9 Pages

Exhibit A to Schedule 13G

Joint Filing Agreement
Pursuant to Rule 13d-1(k)

The undersigned persons (the Reporting Persons) hereby agree that a joint statement on this Schedule 13G, and any amendments thereto, be filed on their behalf by ING Groep N.V.

Each of the Reporting Persons is responsible for the completeness and accuracy of the information concerning each of them contained therein, but none of the Reporting Persons is responsible for the completeness or accuracy of the information concerning any other Reporting Person.

Date: February 14, 2008


ING GROEP N.V.
By:	/s/ Eric E. Ribbers
	Name:	Eric E. Ribbers
	Title:	Senior Compliance Officer


By:	/s/ Carl-Eric M. Rasch
	Name:	Carl-Eric M. Rasch
	Title:	Head of Compliance, Regulator & Industry Body Liaison Netherlands

ING CLARION REAL ESTATE SECURITIES, L.P.
By:	/s/ William Zitelli
	Name:	William Zitelli
	Title:	Chief Compliance Officer