FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * CRABILL R LEE   2. Issuer Name and Ticker or Trading Symbol OMEGA HEALTHCARE INVESTORS INC [OHI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Senior Vice President (Last) (First) (Middle) 200 INTERNATIONAL CIRCLE, SUITE 3500 3. Date of Earliest Transaction (Month/Day/Year) 03/31/2014 (Street) HUNT VALLEY, MD 21030 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/31/2014   M   8,082 (1) A $ 33.52 80,235 D   Common Stock 03/31/2014   M   2,694 (2) A $ 33.52 82,929 D   Common Stock 03/31/2014   F   3,873 (3) D $ 33.52 79,056 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Performance Res. Stk. Units

(1)

03/31/2014

M

8,082

(4)

(4)

Common Stock

8,082

$ 0

35,020

D

Performance Res. Stk. Units

(2)

03/31/2014

M

2,694

(4)

(4)

Common Stock

2,694

$ 0

32,326

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CRABILL R LEE 200 INTERNATIONAL CIRCLE SUITE 3500 HUNT VALLEY, MD 21030			Senior Vice President

Signatures

/s/ Thomas H. Peterson, Attorney-in-Fact		04/02/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents performance restricted stock units (PRSUs) that vested on March 31, 2014 , with the amount earned based on absolute Total Shareholder Return for the 2011-2013 performance cycle.
(2)	Represents PRSUs that vested March 31, 2014 that are based on relative Total Shareholder Return for the 2011-2013 performance cycle.
(3)	Represents the portion of PRSUs that vested on March 31, 2014 that are deliverable by the reporting person on or about March 31, 2014 as payment of income tax liability in connection with the vesting of the PRSUs.
(4)	These units vest in four equal installments at the end of each calendar quarter in 2014 subject to continued employment.

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