UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q

(Mark One)
              x          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                          OF THE SECURITIES EXCHANGE ACT OF 1934

 For the quarterly period ended March 31, 2000

               TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from __________ to __________

 Commission file number 000-23953


                              OMEGA WORLDWIDE, INC.
             (Exact name of registrant as specified in its charter)



               Maryland                              38-3382537
       (State of Incorporation)            (IRS Employer Identification No.)




                 900 Victors  Way,  Suite 345,  Ann Arbor, MI 48108  (Address of
                    principal executive offices)


                                 (734) 887-0300
                     (Telephone number, including area code)


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant  was required to file such  reports) and (2) has been subject to such
filing requirements for the past 90 days.

   Yes        X        No
           ---------         ---------

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock as of March 31, 2000

     Common Stock, $.10 par value                          12,302,500
                (Class)                                (Number of shares)

<PAGE>



                             OMEGA WORLDWIDE, INC.

                                    FORM 10-Q

                                 March 31, 2000

                                      INDEX

<TABLE>
<CAPTION>
<S>                    <C>                                                                             <C>
                                                                                                     Page No.
                                                                                                     --------
PART I       Financial Information

Item 1.      Financial Statements:

             Condensed Consolidated Balance Sheets
               March 31, 2000 (unaudited) and September 30, 1999 ......................................  2

             Condensed Consolidated Statements of Operations (unaudited) -
               Three-month and Six-month periods ended March 31, 2000 and 1999 ........................  3

             Condensed Consolidated Statements of Cash Flows (unaudited) -
               Six-month periods ended March 31, 2000 and 1999 ........................................  4

             Notes to Condensed Consolidated Financial Statements
               March 31, 2000 (unaudited) .............................................................  5

Item 2.      Management's Discussion and Analysis of Financial Condition and Results of
               Operations ............................................................................. 10

Item 3.      Quantitative and Qualitative Disclosure About Market Risk ................................ 12


PART II      Other Information


Item 5.      Other Information ........................................................................ 13

Item 6.      Exhibits and Reports on Form 8-K ......................................................... 13

</TABLE>



<PAGE>

                         PART 1 - FINANCIAL INFORMATION

                          Item 1. Financial Statements

                              OMEGA WORLDWIDE, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                 (In Thousands)

<TABLE>
<CAPTION>

                                                                                      March 31,            September 30,
                                                                                        2000                   1999
                                                                                        ----                   ----
                                                                                     (Unaudited)            (See Note)

                                     ASSETS
<S>                                                                                     <C>                     <C>
Current Assets:
  Cash and short-term investments ............................................... $     767                $   5,738
  Restricted cash ...............................................................     2,384                      389
  Patient receivables ...........................................................     7,952                        -
  Other current assets ..........................................................     6,023                      915
                                                                                      -----                      ---
     Total Current Assets .......................................................    17,126                    7,042

Plant, property and equipment, net of accumulated depreciation ..................    12,770                        -
Investments in and advances to Principal Healthcare Finance Limited .............    48,458                   48,842
Investments in Principal Healthcare Finance Trust ...............................     6,558                    6,619
Prepaid rent............. .......................................................     6,583                        -
Rent deposits ...................................................................     4,043                        -
Other assets ....................................................................     3,304                    5,909
                                                                                      -----                    -----
                                                                                     81,716                   61,370
                                                                                     ------                   ------
Total Assets .................................................................... $  98,842                $  68,412
                                                                                  =========                =========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Short-term debt .............................................................. $  11,654                $      -
  Accounts payable and accrued expenses .........................................    15,875                   1,177
  Accrued income taxes ..........................................................     1,732                   1,880
  Deferred income ...............................................................     1,185                   1,215
                                                                                      -----                   -----
    Total Current Liabilities ...................................................    30,446                   4,272
Long-term debt ..................................................................     3,311                       -
Other long-term liabilities .....................................................       475                       -
                                                                                       ----                    ----
  Total Liabilities .............................................................    34,232                   4,272
                                                                                     ------                   -----

Shareholders' Equity:
   Preferred Stock $1.00 par value:
       Authorized 10,000 shares
       Outstanding 260 Class B shares at liquidation value ......................     2,600                   2,600
   Common stock $.10 par value
       Authorized 50,000 shares
       Outstanding 12,303 shares and 12,266 at March 31, 2000
       and September 30, 1999 respectively ......................................     1,230                   1,227
   Additional paid-in capital ...................................................    53,058                  52,893
   Retained earnings ............................................................     8,000                   7,418
   Accumulated other comprehensive income .......................................      (278)                      2
                                                                                       ----                    ----
     Total Shareholders' Equity .................................................    64,610                  64,140
                                                                                     ------                  ------
Total Liabilities and Shareholders' Equity ...................................... $  98,842                $ 68,412
                                                                                  =========                ========

</TABLE>

Note      - The balance  sheet at  September  30,  1999,  has been  derived from
          audited  consolidated  financial  statements at that date but does not
          include all of the  information  and  footnotes  required by generally
          accepted accounting principles for complete financial statements.


            See notes to condensed consolidated financial statements.


                                       2
<PAGE>
                            OMEGA WORLDWIDE, INC.

               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                  Unaudited

                  (In Thousands, Except Per Share Amounts)



<TABLE>
<CAPTION>
                                                                               Three Months Ended             Six Months Ended
                                                                                    March 31,                     March 31,
                                                                                ------------------           ------------------
                                                                             2000            1999           2000            1999
                                                                             ----            ----           ----            ----
<S>                                                                           <C>             <C>            <C>             <C>
Revenues:
   Patient services revenue .............................................. $ 37,172         $     -       $ 61,766         $     -
   Fee income - Principal Healthcare Finance Limited .....................    1,358           1,179          2,675           2,322
   Fee income - Principal Healthcare Finance Trust .......................      255               -            497               -
   Interest Income:
     Principal Healthcare Finance Limited ................................    1,209           1,354          2,410           2,443
     Short-term investments ..............................................       59             124            109             350
   Rent income ...........................................................        -           2,593              -           3,908
   Other income ..........................................................        -              19            124             171
                                                                              -----            ----            ---             ---
                                                                             40,053           5,269         67,581           9,194
Expenses:
  Direct cost of patient services ........................................   39,238               -         64,686               -
  Direct costs of asset management .......................................      658             611          1,263           1,268
  Allocated expenses from Omega Healthcare Investors, Inc. ...............      204             198            378             386
  Imputed and other interest .............................................      275           1,697            608           2,550
  Provision for depreciation .............................................       23             433             43             627
  General and administrative .............................................      391             439            779             804
                                                                                ---             ---            ---             ---
                                                                             40,789           3,378         67,757           5,635
                                                                             ------           -----         ------           -----
Earnings (loss) before equity earnings and taxes .........................     (736)          1,891           (176)          3,559
Equity in earnings of Principal Healthcare Finance Limited ...............      277             228            613             451
Equity in earnings of Principal Healthcare Finance Trust .................        9               -            185               -
Equity in loss of Essex Healthcare Corporation ...........................     (112)           (304)           (37)           (371)
                                                                               ----            ----            ---            ----
Earnings (loss) before income taxes ......................................     (562)          1,815            585           3,639
Income tax (provision) benefit ...........................................      247            (601)            (3)         (1,134)
                                                                                ---            ----            ---          ------
Earnings (loss) before preferred stock dividends .........................     (315)          1,214            582           2,505
Preferred stock dividends ................................................      (52)            (52)          (104)           (104)
                                                                               ----             ---           ----            ----
Net earnings (loss) ...................................................... $   (367)        $ 1,162       $    478         $ 2,401
                                                                           ========         =======       ========         =======

Earnings (loss) per common share, basic .................................. $  (0.03)        $  0.10       $   0.04         $  0.20
                                                                           ========         =======       ========         =======
Earnings (loss) per common share, diluted ................................ $  (0.03)        $  0.10       $   0.04         $  0.20
                                                                           ========         =======       ========         =======
Average shares outstanding, basic ........................................   12,295          12,258         12,282          12,258
                                                                             ======          ======         ======          ======
Average shares outstanding, diluted ......................................   12,297          12,258         12,283          12,258
                                                                             ======          ======         ======          ======
Total comprehensive income (loss), net of taxes .......................... $   (403)        $ 1,516       $    302         $ 2,496
                                                                           ========         =======       ========         =======

</TABLE>

            See notes to condensed consolidated financial statements.


                                       3

<PAGE>
                                             OMEGA WORLDWIDE, INC.

                                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                   Unaudited

                                                (In Thousands)
<TABLE>
<CAPTION>
                                                                                                            Six Months Ended
                                                                                                                March 31,
                                                                                                            ----------------
                                                                                                          2000             1999
                                                                                                          ----             ----
<S>                                                                                                        <C>              <C>
Net earnings .......................................................................................   $   582          $ 2,505
   Adjustments   to  reconcile  net  earnings  to  cash  provided  by  operating
     activities:
     Equity earnings of Principal Healthcare Finance Limited ..........................................   (613)            (451)
     Equity earnings of Principal Healthcare Finance Trust ............................................   (185)               -
     Equity loss of Essex Healthcare Corporation ......................................................     37              371
     Straight-line rent adjustment ....................................................................  1,711                -
     Depreciation and amortization ....................................................................    898              702
     Payments of federal and foreign income taxes ..................................................... (1,405)            (875)
     Imputed interest .................................................................................      -            1,146
     Net change in operating assets and liabilities ...................................................(10,849)            (194)
                                                                                                       -------             ----
Net cash provided by (used in) operating activities ................................................... (9,824)           3,204

Cash flows from financing activities:
   Proceeds from short-term borrowings, net of repayments .............................................  6,479           23,300
   Proceeds from (repayments of) long-term borrowings .................................................   (569)          34,502
   Increase in restricted cash ........................................................................ (1,995)            (389)
                                                                                                        ------             ----
Net cash provided by financing activities .............................................................  3,915           57,413

Cash flows from investing activities:
   Repayments from (temporary advances to) Principal Healthcare Finance Limited .......................    997          (19,096)
   Cash received in acquisition of operating companies by Idun Health Care Limited
    net of cash consideration paid ....................................................................    857                -
   Acquisition of plant, property and equipment by subsidiaries .......................................   (995)         (49,288)
   Dividends from affiliates ..........................................................................    174              272
   Investment in Tamaris, plc stock ...................................................................      -           (2,884)
   Other ..............................................................................................    (95)             837
                                                                                                          ----             ----
Net cash provided by (used in) investing activities ...................................................    938          (70,159)
                                                                                                          ----          -------
Decrease in cash and short-term investments ........................................................... (4,971)          (9,542)
Cash and short-term investments at beginning of period ................................................  5,738           10,281
                                                                                                         -----           ------
Cash and short-term investments at end of period .....................................................$    767          $   739
                                                                                                       =======          =======
</TABLE>

            See notes to condensed consolidated financial statements.


                                       4
<PAGE>



                              OMEGA WORLDWIDE, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                    Unaudited

                                 March 31, 2000

Note A - Organization and Significant Accounting Policies

ORGANIZATION

     On April 2, 1998, the registration statement of Omega Worldwide,  Inc. (the
"Company") became effective,  and it offered 3,750,000 shares of common stock to
the public at $7.50 per share. The Company received $27,375,000, net of issuance
costs of $750,000.  Shares offered included 500,000 shares in a primary offering
and  3,250,000  shares  in a  rights  offering.  Operations  commenced  upon the
effectiveness  of the initial public offering.  Additionally,  except for $1,000
invested by Omega Healthcare Investors,  Inc. ("Omega") at the date of formation
(November  1997) there were no cash flow activities of the Company from the date
of formation to the date operations commenced.

     Immediately  prior  to  the  offering  of  shares  by  the  Company,  Omega
contributed  substantially all of its investment in Principal Healthcare Finance
Limited ("Principal-UK") to the Company. Assets contributed by Omega, which were
recorded  by the Company at Omega's  accounting  basis,  included a  $23,805,000
subordinated  loan to Principal-UK,  33.375% of the common stock of Principal-UK
with a carrying  value of $5,297,000,  10,556,361  warrants and other net assets
totaling  $150,000.  Omega also assigned its interest in a management  agreement
with  Principal-UK  in which  the  Company  receives  an  annual  fee of 0.9% of
Principal-UK's  assets (as defined) for providing certain advisory services.  In
exchange,  Omega received 8,500,000 shares of common stock and 260,000 shares of
Class B preferred  stock.  Of the common stock received by Omega,  approximately
5,200,000  shares  were  distributed  pro  rata  to  Omega's  shareholders,  and
approximately  2,300,000  were  sold  pursuant  to  the  Company's  registration
statement. Omega retained approximately 9.9% of the Company's common stock.


BASIS OF PRESENTATION

     The accompanying  unaudited condensed consolidated financial statements for
the  Company  have  been  prepared  in  accordance  with  accounting  principles
generally  accepted in the United States for interim  financial  information and
with  the   instructions  to  Form  10-Q  and  Article  10  of  Regulation  S-X.
Accordingly,  they do not include all of the information and footnotes  required
by accounting  principles  generally  accepted in the United States for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included.  Operating results for the three-month and six-month period ended
March 31,  2000,  are not  necessarily  indicative  of the  results  that may be
expected for the year ending September 30, 2000. For further information,  refer
to the  financial  statements  and  footnotes  thereto in the  Company's  annual
report, Form 10-K/A for the period ended September 30, 1999.


CONSOLIDATION AND SUBSIDIARIES

     The consolidated  financial  statements include the accounts of the Company
and its wholly owned subsidiaries after elimination of all material intercompany
accounts and transactions.  The Company's policy is to report the results of its
subsidiaries and equity method  investees on a one-month lag basis.  This allows
time to produce  accounts in a local GAAP and then convert to a U.S. GAAP basis.
The Company's  wholly owned  subsidiary,  Idun,  began operations on November 1,
1999. To reflect  activities  for a five-month  period and adopt  reporting on a
one-month  lag basis,  profit and loss results for the  four-month  period ended
February 29, 2000, as well as an estimated loss from operations for the month of
March 2000, are included in the Company's results for the six-month period ended
March 31, 2000.


                                       5
<PAGE>
     Until April 1, 1999, the Company owned 100% of Principal-Australia. As more
fully explained in Form 8-K dated April 1, 1999, newly issued shares of
Principal-Australia  were issued to independent  investors  resulting in the
dilution of the Company's  ownership to 47%.  Principal-Australia's  financial
results are  included  in the  Company's results on a  consolidated  basis prior
to April 1, 1999,  and  thereafter  are included in the results using the equity
method of accounting.

     The Company reports the results of those subsidiaries which it has over 20%
ownership,  but in which it does not hold a majority interest,  using the equity
method  of  accounting,  using a  one-month  lag  basis.  Investments  in public
companies over which the Company does not exercise  control are recorded at fair
market value.  Temporary changes in fair market value are charged to accumulated
other comprehensive  income, while permanent reductions in fair market value are
charged to operations.

PATIENT SERVICE REVENUE

     Patient service revenue is recorded as the services are provided.

STRAIGHT-LINE RENT EXPENSE

     Idun  Health  Care  Limited's  subsidiaries  are  the  lessees  of  several
long-term leases.  Rent expense is recognized as the total rent payable over the
initial term of the related  lease  amortized  on a  straight-line  basis.  Such
expense includes the adjustment in the rental payments based upon  predetermined
minimum formulas as defined in the master lease.

Note B - Asset Concentrations

     Until April 1, 1999,  Principal-Australia  was reported on the consolidated
basis of accounting and 100% of the consolidated group's real estate investments
were owned by  Principal-Australia.  All of  Principal-Australia's  real  estate
investments are long-term care facilities located in Australia,  leased to Moran
Health Care Group  (Australia)  Pty Limited,  the largest  operator of aged care
homes in Australia.

Note C - Principal Healthcare Finance Limited (Principal-UK)

     The following summarizes selected financial  information of Principal-UK in
accordance with accounting  principles  generally  accepted in the United States
(in thousands):

<TABLE>
<CAPTION>
                                                       Three-Month Period Ended          Six-Month Period Ended
                                                     February 29,     February 28,    February 29,    February 28,
Selected Operating Results for the period:               2000             1999            2000            1999
                                                         ----             ----            ----            ----
      <S>                                                <C>              <C>             <C>              <C>

     Revenues:
        Rent income ...............................  $ 15,473         $ 13,655        $ 30,309         $ 27,105
        Interest income ...........................       156            1,565             274            3,091
        Other income ..............................     1,147               13           2,488               52
                                                        -----             ----           -----             ----
          Total revenues ..........................    16,776           15,233          33,071           30,248
     Expenses:
        Interest expense ..........................   (10,381)          (9,716)        (20,592)         (19,530)
        Depreciation and amortization .............    (2,826)          (2,339)         (5,548)          (4,679)
        General and administrative ................    (1,954)          (1,572)         (3,512)          (2,858)
                                                       ------           ------          ------           ------
            Total expenses ........................   (15,161)         (13,627)        (29,652)         (27,067)
                                                      -------          -------         -------          -------
     Income from operations before income taxes ...     1,615            1,606           3,419            3,181
     Provision for income taxes ...................      (723)            (871)         (1,460)          (1,734)
                                                        -----             ----          ------           ------
     Net income from operations ...................  $    892         $    735        $  1,959         $  1,447
                                                     ========         ========        ========         ========

     Selected Balance Sheet Information as of:       February 29, 2000          August 31, 1999
                                                     ------------------         ---------------
     Investments in real estate subject to
       triple-net lease, net of depreciation ..........  $ 416,057                   $ 395,533
     Total assets .....................................    584,173                     569,666
     Non-recourse debt borrowings .....................    491,528                     478,233
     Total liabilities ................................    565,064                     552,544
     Total stockholders' equity .......................     19,109                      17,122

</TABLE>
     The effective tax rates are 43% and 55% for the  six-month  periods  ending
February 29, 2000 and February 28, 1999, respectively.   These rates differ from

                                       6
<PAGE>

the  UK  tax  rate   primarily  because  the   provision  for  depreciation  and
amortization  is not  deductible  for tax  purposes in the United  Kingdom.  The
Company's  proportionate  share of  Principal-UK's  earnings for the three-month
periods ended February 29, 2000 and February 28, 1999 are approximately $297,000
and  $245,000  respectively,  and  approximately  $653,000  and $483,000 for the
six-month  periods ended February 29, 2000 and February 28, 1999,  respectively.
Additionally,   the  Company  had   recorded  a  charge   against   earnings  of
approximately $20,000 and $17,000 for the three-month periods ended February 29,
2000 and February 28, 1999, respectively,  and approximately $40,000 and $32,000
for the  six-month  periods  ended  February  29, 2000 and  February  28,  1999,
respectively,  representing amortization over a ten-year period of the excess of
the  Company's  investment  in  Principal-UK  over  its  proportionate  share of
Principal-UK's underlying equity.

Note D - Acquisition of Idun Health Care Limited ("Idun")

         At October 31, the Company,  through its wholly owned subsidiary,  Idun
Health Care Limited  ("Idun"),  acquired the operating  subsidiaries of Tamaris,
plc, a nursing home operating company in the United Kingdom. The 48 subsidiaries
acquired  operate 119 nursing homes  located  throughout  England,  Scotland and
Northern  Ireland.  The  fair  market  value  of the net  assets  at the date of
acquisition  was $9.5 million.  Fixed assets included in the $9.5 million amount
have been  written  down by $5.2  million  to  report  net  assets  equal to the
purchase price.

         Pro forma information for the Company, as if the Idun purchase had been
made as of October 1, 1998, is as follows:


<TABLE>
<CAPTION>
                                                           Six-Month      Three-Month      Six-Month
                                                         Period Ended    Period Ended    Period Ended
Pro forma operating results for the period ended:       March 31, 2000  March 31, 1999  March 31, 1999
                                                        --------------  --------------  --------------
<S>                                                           <C>             <C>              <C>

Revenues ................................................. $ 79,818        $ 36,323        $ 69,725
Net earnings available to common shareholders ............      240           1,815           3,145
Earnings per common share, basic .........................     0.02            0.15            0.26
Earnings per common share, dilutive ......................     0.02            0.15            0.26

</TABLE>

         Idun's results are included in the Company's  consolidated  results for
the entire three-month period ended March 31, 2000.


Note E - Principal Healthcare Finance Trust (Principal-Australia)

     The  following  summarizes  selected  unaudited  financial  information  of
Principal-Australia   in  accordance  with  United  States  generally   accepted
accounting principles (in thousands):

<TABLE>
<CAPTION>

                                                             Three-Month          Six-Month
                                                            Period Ended        Period Ended
Selected Operating Results for the period ended:          February 29, 2000   February 29, 2000
                                                          -----------------   -----------------
<S>                                                              <C>                  <C>

Revenues:
   Rent income .............................................  $ 2,990             $ 5,904
   Interest income .........................................      166                 321
   Other income ............................................       11                  22
                                                                 ----                ----
       Total revenues ......................................    3,167               6,247
Expenses:
   Interest expense ........................................   (2,344)             (4,291)
   Depreciation and amortization ...........................     (508)               (998)
   Amortization of  debt issue and organizational costs ....      (33)               (112)
   General and administrative ..............................     (262)               (452)
                                                                 ----                ----
       Total expenses ......................................   (3,147)             (5,853)
                                                               ------              ------
Income from operations .....................................  $    20             $   394
                                                              =======             =======
</TABLE>
                                       7
<PAGE>
<TABLE>
<CAPTION>
Selected Balance Sheet Information as of:   February 29, 2000    August 31, 1999
                                            -----------------    ---------------
<S>                                                 <C>                 <C>
Investments in real estate subject to
   triple-net lease, net of depreciation ....... $ 92,138            $ 85,652
Total assets ...................................  124,384              96,986
Non-recourse debt borrowings ...................  101,177              75,815
Total liabilities ..............................  110,130              82,215
Total unit holders' equity .....................   14,254              14,771

</TABLE>


     On April 1, 1999, Principal-Australia sold 7,500,000 newly issued shares to
Omega and AMP Life Limited, as well as 875,000 additional shares to the Company,
as more fully described in the Form 8-K dated April 1, 1999. Prior to this date,
the  Company  owned  100% of  Principal-Australia.  Issuance  of the new  shares
reduced the Company's ownership to 47% of shares outstanding.


Note F - Essex Healthcare Corporation

     The Company holds  approximately  47% of the  outstanding  common shares of
Essex Healthcare  Corporation  ("Essex"),  an Atlanta-based  private operator of
skilled nursing  facilities.  Essex's primary  activities are in Ohio,  where it
operates 68 long-term care and assisted living facilities  (approximately  4,300
beds).  It also  manages 55  facilities  (approximately  2,900 beds) in Indiana,
Wisconsin and Texas.  The Company  accounts for this investment using the equity
method.

     The  Company's  proportionate  share of  Essex's  loss for the  three-month
periods ending February 29, 2000 and February 28, 1999 is approximately $112,000
and $304,000, respectively, and a loss of approximately $37,000 and $371,000 for
the  six-month   periods  ended   February  29,  2000  and  February  28,  1999,
respectively.


Note G - Earnings (Loss) Per Share

     Earnings (loss) per share are computed based on the weighted average number
of common shares outstanding  during the period.  Average shares outstanding for
the basic earnings per share were  12,295,000 and 12,258,000 for the three-month
periods ending March 31, 2000 and 1999, respectively.  The assumed conversion of
shares of preferred stock is antidilutive.


Note H - Credit Facilities

         The Company had no outstanding  indebtedness  at September 30, 1999. At
March 31, 2000, the Company's outstanding indebtedness consists of the following
(in thousands):

<TABLE>
<CAPTION>
<S>                                                                             <C>

(1) Revolving credit agreement (7.30% interest at March 31, 2000) ......... $ 8,850
(2) Loan due on demand (8.56% interest at March 31, 2000) .................   1,995
(3) Loan due February 2003 (8.37% interest at March 31, 2000) .............   1,793
(4) Loan due February 2017 (8.37% interest at March 31, 2000) .............   1,865
(5) Loan due April 2018 (5.50% interest at March 31, 2000) ................     462
                                                                                ---
                                                                             14,965
Less current maturities ................................................... (11,654)
                                                                            -------
Long-term debt ............................................................ $ 3,311
                                                                            =======

</TABLE>



1)   In November 1998,  the Company  entered into a revolving  credit  agreement
     with a bank for borrowings up to $25 million, since reduced to $8.9 million
     in March 2000.  Omega provided a guarantee to the banks in consideration of
     a fee of 1%, plus an annual 25 basis point  facility  fee. The agreement is
     scheduled  to expire on September  30,  2000.  The Company also pays to the
     banks an unused facility fee of 0.40%.  Borrowings  under the facility bear
     interest at LIBOR plus  1.350% or, at the  Company's  option,  at the prime
     rate.


                                       8
<PAGE>

2)   Idun has a loan with a bank that is secured by the business and assets of a
     nursing  home  subsidiary  and carries an  interest  rate of 2.5% above the
     bank's base lending rate.

3)   Idun has a loan with a bank that is secured by the business and assets of a
     nursing home company and carries a floating interest rate of LIBOR plus 2%.
     The loan is being amortized over its life and requires  quarterly  payments
     of approximately $178,000.

4)   Idun has a loan with a bank that is secured by the business and assets of a
     nursing home company and carries a floating interest rate of LIBOR plus 2%.
     The loan is being amortized over its life and requires  quarterly  payments
     of approximately $60,000.

5)  Idun has an  unsecured  bank  loan of  approximately  $462,000. The interest
    rate on this  loan is at a bank's base rate less .5%.

None of the  loans of Idun is  guaranteed  by the  Company.  Cash of  $1,995,000
included  in  Restricted  Cash  will be used for  partial  payment  of an as yet
undetermined combination of items 2, 3 and 4 above.


Note I - Related Party Transactions

     Pursuant to the  provisions of a services  agreement  between Omega and the
Company,  indirect costs  incurred by Omega,  including  compensation  of shared
executive  officers and related support  personnel,  and costs incurred by Omega
for rent, insurance, telephone, utilities, supplies, maintenance and travel, are
allocated  to the  Company  based  upon the  relationship  of  assets  under the
Company's  management to the combined total of those assets and Omega's  assets.
Assets  and costs in the  formula  are on a  one-quarter  lag  basis.  Allocated
expenses  during the  three-month  periods  ending  March 31, 2000 and 1999 were
approximately $204,000 and $198,000, respectively, and for the six-month periods
ended  March  31,  2000 and  1999  were  approximately  $378,000  and  $386,000,
respectively.  Such  allocations  are  based  on  estimates  and  formulas  that
management believes to be reasonable.

     Temporary  unsecured advances to Principal-UK in the amounts of $17,371,000
and  $27,483,000  are  outstanding  at March 31,  2000 and  1999,  respectively.
Interest on the temporary advances is 9.25%, paid monthly. Interest arising from
temporary  advances to  Principal-UK  is  included  in  interest  income for the
three-month  periods  ended March 31, 2000 and 1999 is  $433,000  and  $610,000,
respectively,  and for the  six-month  periods  ended March 31, 2000 and 1999 is
$850,000 and $938,000, respectively.

     A  subordinated  loan to  Principal-UK  in the  amount  of  $23,805,000  is
outstanding  at  March  31,  2000  and  1999,  respectively.   Interest  on  the
subordinated loan is 12.55% at March 31, 2000 and 12.18% at March 31, 1999, paid
semi-annually.  Interest  arising  from the  subordinated  loan to  Principal-UK
included in interest income for the three-month periods ended March 31, 2000 and
1999 is $776,000 and $744,000, respectively, and for the six-month periods ended
March 31, 2000 and 1999 is $1,560,000 and $1,505,000, respectively.

     Fees from services  provided to Principal-UK  for the  three-month  periods
ended March 31, 2000 and 1999 are $1,358,000 and $1,179,000,  respectively,  and
for the  six-month  periods  ended  March 31, 2000 and 1999 are  $2,675,000  and
$2,322,000, respectively. Fees from services provided to Principal-Australia for
the  three-month  and  six-month  periods  ended March 31, 2000 are $255,000 and
$497,000, respectively.



                                       9

<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and
         Results of Operations

     "Safe  Harbor"  Statement  under  the  United  States  Private   Securities
Litigation  Reform  Act of  1995.  Statements  that  are  not  historical  facts
contained in Management's Discussion and Analysis are forward-looking statements
that involve risks and  uncertainties  that could cause actual results to differ
from projected  results.  Some of the factors that could cause actual results to
differ  materially  include:  the  financial  strength of the  operators  of the
facilities  owned by the  Company's  investees  as it affects  their  continuing
ability  to meet  their  obligations  under the  terms of the lease  agreements;
changes in operators or ownership of operators;  government  policy  relating to
the  healthcare  industry,   including  changes  in  the  reimbursement  levels;
operators'  continued  eligibility to  participate  in the government  sponsored
payment  programs;   changes  in  reimbursement  by  other  third-party  payors;
occupancy levels at the facilities;  the availability and cost of capital of the
Company and its investees;  the strength and financial  resources of competitors
of the Company and investees;  the ability of investees to make  additional real
estate  investments at attractive yields; and the ability of investees to obtain
debt and equity capital at reasonable costs.

     Following  is a  discussion  and  analysis  of the  Company's  consolidated
results of operations,  financial condition and liquidity and capital resources.
The  discussion  should be read in conjunction  with the unaudited  consolidated
financial statements and accompanying footnotes.


Results of Operations

     In prior years the Company generated income from three primary sources: (1)
fee income from  providing  investment  advisory and  management  services;  (2)
interest  income from  providing  financing to companies in the  healthcare  and
healthcare financing industries;  and (3) equity in earnings of companies in the
healthcare and healthcare financing  industries.  In the first fiscal quarter of
the current year, the Company  acquired  through it's  wholly-owned  subsidiary,
Idun Health Care Ltd. ("Idun") 119 nursing homes in the United Kingdom.  Company
results for the six months  include five months of Idun's  operations  since the
date of acquisition.

     Prior to April 1, 1999  Principal-Australia  was reported on a consolidated
basis;  currently,  Principal-Australia,  now 47% owned,  is reported  under the
equity method.


Revenues

     Patient  services  revenue from the Idun operations was $37,172,000 for the
quarter and  $61,766,000 for the five months of Idun's  operations.  The average
occupancy for the quarter was 86.1% and for the five months,  86.6%.  UK nursing
homes rely on  placements  from the funding  agencies,  which  frequently  delay
placements late in the agencies'  fiscal year, which ends March 31. In addition,
the  mortality  effects of the colder  winter  weather and the flu virus further
reduced  occupancy in the second  quarter.  The Company  acquired  Idun with the
intention of bringing  occupancy up to levels required for  profitability and is
directing significant resources to this end.

     Fee income for the quarter and the six-month period grew 37% from the prior
year. In the case of Principal Healthcare Finance Limited ("Principal-UK"),  the
fee  increase is largely the result of an increase in the market value of rental
assets of (pound)28  million from April 1, 1999 to March 31, 2000. The Principal
Healthcare Finance Trust ("Principal-Australia") increase is due to the combined
impact of now charging fees to the newly  unconsolidated  entity and an increase
in the market value of rental assets of A$55.8 million.

     Interest  income from  Principal-UK  is down 11% for the  quarter  from the
comparable period last year and down 1% for the six-month period ended March 31,
2000. The impact of the annual interest rate increase for the subordinated  debt
is $32,000  for the  quarter and  $55,000  year-to-date.  The rate on  temporary
advances  remains fixed at 9.25%,  but the amount  outstanding has declined from
$27,483,000  at February  28, 1999 to  $17,371,000  on February  29,  2000.  The
Principal-UK  securitization  in March 1999 was the primary  source of repayment
from Principal-UK.


                                       10
<PAGE>

Expenses

     Cost of patient  services  is  incurred  in running  the Idun  subsidiary's
nursing homes in the United Kingdom. They exceed patient service revenues due to
wage  pressures and seasonal  occupancy  reductions.  Minimum wage increases and
increased  costs of temporary  services and overtime have pushed costs up faster
than  government-determined  fees. In addition,  December  holiday  premiums for
staff and the premiums paid to temporary  agencies to ensure  adequate  coverage
over the holidays further  increased cost of patient services this quarter.  The
long-term  nature of the  Company's  operating  leases  results  in  significant
($340,000  per  month)  non-cash  rent  expense.  The Idun  nursing  homes  were
unprofitable  under  previous  management.  The  Company  expects to  streamline
operations and improve management practices in the year ahead.

     Despite the increase in levels of assets managed,  the total of direct cost
of asset management,  allocated  expenses and general and  administrative  costs
year-to-date  has declined by $38,000 from the comparable  period last year. The
current  quarter is $5,000 higher than last year.  Principal-Australia  incurred
most of the interest and depreciation expense in the prior year and is no longer
consolidated. Interest expense in the current year arose from financing required
to fund the operations of the nursing home businesses acquired.


Other

     Equity in earnings of  Principal-UK  increased  from  $228,000 in the prior
year quarter to $277,000 in the current year quarter. The year-to-date  increase
is $162,000.  The Company's  ownership  percentage in Principal-UK  has remained
constant at 33.375%.  The increase in income is due to improved  performance  of
Principal-UK  as its leased  assets and their rents have  increased and the more
favorable  long-term  finance rates  achieved with the  securitization  in March
1999. Equity in earnings of Principal-Australia is affected by the A$182 million
financing  completed in September  1999.  Not all of the proceeds  have yet been
reinvested in rental properties due to the newness of our product in the market.
Although we are pursuing numerous prospects,  the return on temporary investment
is not adequate to cover the interest expense.

     The  change in the  Medicare  payment  structure  enacted  last year in the
United States  resulted in the prior year loss of $304,000 for Essex  Healthcare
Corporation.   Essex  management  continues  to  make  progress  in  structuring
operations  to be  profitable  under this  payment  structure  and in  improving
performance at the several  skilled  nursing  facilities that were acquired when
they were unprofitable.  In addition,  it has doubled its beds this year to take
advantage of the benefit of economies of scale.

     The Company's  effective tax rate varies from the federal statutory rate of
34% due to the benefit of available foreign tax credits.


Liquidity and Capital Resources

     The Company has  outstanding  at quarter end  $8,850,000  of debt under its
line of credit  agreement  with Fleet Bank,  N.A.  and Harris  Trust and Savings
Bank. Funds from Operations  including scheduled repayment of temporary advances
to Principal  Healthcare  Finance  Limited are  projected to be adequate to fund
cash obligations.



Item 3.  Quantitative and Qualitative Disclosure About Market Risk

     The  Company  is  exposed  to  various  market  risks.  Market  risk is the
potential loss arising from adverse changes in market interest rates and prices,
such as short-term  borrowing and foreign  currency  exchange rates. The Company
does not enter into  derivatives or other  financial  instruments for trading or
speculative purposes. The Company enters into forward foreign currency contracts
principally to hedge currency  fluctuations  in its  investments  denominated in
foreign  currencies,  thereby  limiting the Company's risk that would  otherwise
result  from  changes  in  exchange rates.  At  March 31, 2000,  the Company had


                                       11
<PAGE>

outstanding  a  British  pound  sterling   forward  currency  swap  to  exchange
(pound)20,000,000  for  $31,740,000  to  mature  on  October  15,  2007,  and an
Australian  dollar forward  currency swap to exchange A$11.0 million  Australian
dollars for $6,749,000 to mature on July 3, 2003. From time to time, the Company
may also obtain hedges for its foreign currency  exposure  relative to temporary
loans to  Principal-UK  and Idun.  Because  of the  Company's  foreign  exchange
contracts,  its sensitivity to foreign exchange  currency exposure is considered
low.

Year 2000 Implications

    The Company is not aware of any significant  adverse effects of year 2000 on
its systems and operations.




                                       12
<PAGE>


PART II -   OTHER INFORMATION


Item 5.  Other Information

      None

Item 6.  Exhibits and Reports on Form 8-K:

      (a) Exhibits - the following exhibits are filed herewith:

         Exhibit      Description

            3.2      Amendment No.1 to Amended and Restated Bylaws dated as of
                     March 25, 2000

           10.1      First Amendment to the Omega Worldwide, Inc. 1997 Stock
                     Option and Restricted Stock Plan dated as of March 25, 2000

           10.2      Change in Control Agreement, dated March 24, 2000, by and
                     between Essel W. Bailey, Jr. and Omega Worldwide, Inc.

           10.3      Change in Control Agreement, dated March 24, 2000, by and
                     between James P. Flaherty and Omega Worldwide, Inc.

           10.4      Change in Control Agreement, dated March 24, 2000, by and
                     between Edward C. Noble and Omega Worldwide, Inc.

           10.5      Amendment No. 2 to Loan Agreement dated January 10, 2000,
                     among the Company, Fleet Bank N.A. as agent and a bank and
                     Harris Trust and Savings Bank.

           10.6      Amendment No.3 to Loan Agreement dated as of March 17,
                     2000, among the Company, Fleet Bank, N.A. as agent and a
                     bank and Harris Trust and Savings Bank.

           27        Financial Data Schedule

      (b) Reports on Form 8-K - None were filed.


                                       13
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                              OMEGA WORLDWIDE, INC.
                                   Registrant

                                  By   /s/ ESSEL W. BAILEY, Jr.
                                  -----------------------------
                                           Essel W. Bailey, Jr.
May 12, 2000                               President and Chief Executive Officer

                                  By   /s/ EDWARD C. NOBLE
                                  ------------------------
                                           Edward C. Noble
May 12, 2000                               Chief Financial Officer




                                       14