3: Initial statement of beneficial ownership of securities

OMEGA HEALTHCARE INVESTORS, INC.

SECTION 16 POWER OF ATTORNEY

Know all by these presents that the undersigned hereby constitutes and
appoints each of Robert O. Stephenson and Thomas H. Peterson, or either
one of them acting singly, and with full power of substitution, the
undersigned's true and lawful attorney in fact to:

(1) prepare, execute in the undersigned?s name and on the undersigned?s behalf,
and submit to the U.S. Securities and Exchange Commission (the ?SEC?) a Form ID,
including amendments thereto, and any other documents necessary or appropriate
to obtain codes and passwords enabling the undersigned to make electronic
filings with the SEC of reports required by Section 16(a) of the Securities
Exchange Act of 1934 or any rule or regulation of the SEC;

(2) execute for and on behalf of the undersigned, in the undersigned's capacity
as a director of Omega Healthcare Investors, Inc. (the ?Company?), Forms?3, 4,
and 5 in accordance with Section?16(a) of the Securities Exchange Act of 1934
and the rules thereunder;

(3) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form?3, 4, or 5,
complete and execute any amendment or amendments thereto, and timely file such
form with the SEC and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney in fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney in fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney in fact may approve
in such attorney in fact's discretion.

The undersigned hereby grants to such attorney in fact full power and
authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney in fact, or such attorney in fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorneys in fact, in serving in such
capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section?16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms?3, 4, and 5 with respect
to the undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys in fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 5th day of April, 2013.


Signature: Craig R. Callen

Print Name: Craig R. Callen