Exhibit 3.1

                        OMEGA HEALTHCARE INVESTORS, INC.

                              ARTICLES OF AMENDMENT

                  OMEGA  HEALTHCARE  INVESTORS,  INC.,  a  Maryland  corporation
having its principal  office c/o The Corporation  Trust  Incorporated,  32 South
Street, Baltimore, Maryland 21202 (hereinafter called the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation of Maryland that:

                  FIRST:  The charter  of the  Corporation  is  hereby  amended
by  striking  out Section 1. of Article IV in its entirety and inserting in lieu
thereof the following:

                                   ARTICLE IV
                                  CAPITAL STOCK
                                  -------------

                  Section 1. The total  number of shares of capital  stock which
                  the  corporation  shall have authority to issue is One Hundred
                  Ten  Million  (110,000,000)  , of which  One  Hundred  Million
                  (100,000,000)  shall be shares of  Common  Stock  having a par
                  value of $.10 per share and Ten Million  (10,000,000) shall be
                  shares  of  Preferred  Stock  having a par  value of $1.00 per
                  share.  The aggregate par value of all of said shares shall be
                  Twenty Million Dollars  ($20,000,000).  Prior to the increase,
                  the aggregate par value of all said shares was Fifteen Million
                  Dollars ($15,000,000).

                  SECOND:  The  board  of  directors  of the  Corporation,  at a
meeting  duly  convened and held on January 19,  1999,  adopted a resolution  in
which was set forth the foregoing  amendment to the charter,  declaring that the
said  amendment to the charter was advisable and directing  that it be submitted
for action  thereon at a meeting of the  stockholders  of the  Corporation to be
held on April 20, 1999.

                  THIRD:  Notice  setting forth the  aforesaid  amendment of the
charter and stating that a purpose of the meeting of the  stockholders  would be
to take action thereon,  was given as required by law to all stockholders of the
Corporation  entitled  to vote  thereon.  The  amendment  of the  charter of the
Corporation as  hereinabove  set forth was approved by the  stockholders  of the
Corporation at said meeting by the affirmative vote required by law.

                  FOURTH:  (a) The  total  number of  shares of all classes of
stock of the Corporation heretofore authorized, and the number and par value of
the shares of each class were as follows.

                            Common Stock              Par Value
                            ------------              ---------
                            50,000,000                $.10 per share


                            Preferred Stock           Par Value
                            ---------------           ---------
                            10,000,000                $1.00 per share


                          (b)  The  total number of shares of  all classes  of
stock  of the  Corporation  as increased, and  the  number and par value of the
shares of each class, are as follows:

                             Common Stock              Par Value
                             ------------              ---------
                             100,000,000               $.10 per share


                             Preferred Stock           Par Value
                             ---------------           ---------
                             10,000,000                $1.00 per share


                           (c) The  aggregate par  value  of  all shares of all
classes of stock of the Corporation  heretofore authorized was $15,000,000.  The
aggregate  par value of all shares of all classes of stock as  increased by this
amendment  is  $20,000,000.  This  amendment  has the effect of  increasing  the
aggregate par value of all shares of all classes of stock of the  Corporation by
$5,000,000.

                  IN WITNESS WHEREOF,  the Corporation has caused these presents
to be  signed  in its  name  and on its  behalf  by its  Vice-President  and its
corporate seal to be hereunto affixed and attested by its Secretary,

                  THE UNDERSIGNED, Vice-President acknowledges these Articles of
Amendment to be the corporate act of the Corporation and states that to the best
of his knowledge, information and belief the matters and facts set forth therein
with respect to the  authorization and approval thereof are true in all material
respects and that this statement is made under the penalties of perjury.

Attest:                                  OMEGA HEALTHCARE INVESTORS, INC.


s/s:  Susan A. Kovach                   By: s/s David A. Stover      [SEAL]
- ------------------------------              -------------------------------
Susan Allene Kovach, Secretary              David A. Stover, Vice President
[Affix corporate seal]