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 June 30, 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 June 30, 2000.

     Common Stock, $.10 par value                         12,308,500
               (Class)                                (Number of shares)


<PAGE>
                             OMEGA WORLDWIDE, INC.

                                   FORM 10-Q

                                 June 30, 2000

                                     INDEX

<TABLE>
<CAPTION>
                                                                                                 Page No.
                                                                                                 --------
PART I       Financial Information
<S>          <C>                                                                                    <C>
Item 1.      Financial Statements:

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

             Condensed Consolidated Statements of Operations (unaudited) -
               Three-month and Nine-month periods ended June 30, 2000 and 1999 ....................  3

             Condensed Consolidated Statements of Cash Flows (unaudited) -
               Nine-month periods ended June 30, 2000 and 1999 ....................................  4

             Notes to Condensed Consolidated Financial Statements
               June 30, 2000 (unaudited) ..........................................................  5

Item 2.      Management's Discussion and Analysis of Financial Condition and
               Results of Operations .............................................................. 12

Item 3.      Quantitative and Qualitative Disclosure About Market Risk ............................ 14


PART II      Other Information

Item 5.      Other Information .................................................................... 15

Item 6.      Exhibits and Reports on Form 8-K ..................................................... 15
</TABLE>


<PAGE>

                         PART 1 - FINANCIAL INFORMATION

Item 1.    Financial Statements

                             OMEGA WORLDWIDE, INC.

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                         June 30,          September 30,
                                                                           2000                1999
                                                                        (Unaudited)         (See Note)
                                                                        -----------         ----------
                        ASSETS
<S>                                                                         <C>                  <C>
Current Assets:
  Cash and short-term investments ......................................$  5,438            $  5,738
  Restricted cash ......................................................   3,461                 389
  Patient receivables ..................................................   7,563                   -
  Other current assets .................................................   6,135                 915
                                                                           -----                 ---
     Total Current Assets ..............................................  22,597               7,042

Plant, property and equipment, net of accumulated depreciation .........  12,729                   -
Investments in and advances to Principal Healthcare Finance Limited ....  42,614              48,842
Investments in Principal Healthcare Finance Trust ......................   6,742               6,619
Prepaid rent ...........................................................   5,111                   -
Rent deposits ..........................................................   3,941                   -
Other assets ...........................................................   3,496               5,909
                                                                           -----               -----
                                                                          74,633              61,370
                                                                          ------              ------
Total Assets ...........................................................$ 97,230            $ 68,412
                                                                        ========            ========

         LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Short-term debt .....................................................$ 11,479            $      -
  Accounts payable and accrued expenses ................................  16,911               1,177
  Accrued income taxes .................................................     706               1,880
  Deferred income ......................................................       -               1,215
                                                                          ------               -----
    Total Current Liabilities ..........................................  29,096               4,272
Long-term debt .........................................................   2,921                   -
Other long-term liabilities ............................................     379                   -
                                                                           -----               -----
  Total Liabilities ....................................................  32,396               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 $.10 par value
       Authorized 50,000 shares
       Outstanding 12,308 shares and 12,266 at June 30, 2000
       and September 30, 1999 respectively .............................   1,231               1,227
   Additional paid-in capital ..........................................  53,083              52,893
   Retained earnings ...................................................   8,059               7,418
   Accumulated other comprehensive income(loss) ........................    (139)                  2
                                                                          ------               -----
     Total Shareholders' Equity ........................................  64,834              64,140
                                                                          ------              ------
Total Liabilities and Shareholders' Equity .............................$ 97,230            $ 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              Nine Months Ended
                                                                               June 30,                        June 30,
                                                                          ------------------              -----------------
                                                                       2000             1999           2000              1999
                                                                       ----             ----           ----              ----
<S>                                                                     <C>              <C>            <C>               <C>
Revenues:
   Patient services revenue ........................................ $ 36,890         $     -       $  98,656         $     -
   Fee income - Principal Healthcare Finance Limited ...............    1,283           1,271           3,958           3,593
   Fee income - Principal Healthcare Finance Trust .................      256             202             753             202
   Interest Income:
     Principal Healthcare Finance Limited ..........................    1,127           1,126           3,537           3,569
     Short-term investments ........................................       58             117             167             588
   Rent income .....................................................        -               -               -           3,908
   Other income ....................................................        1              24              21              74
                                                                       ------            ----          ------           -----
                                                                       39,615           2,740         107,092          11,934
Expenses:
  Direct cost of patient services ..................................   38,376               -         103,062               -
  Direct costs of asset management .................................      744             636           2,007           1,904
  Allocated expenses from Omega Healthcare Investors, Inc. .........      129             196             507             582
  Imputed and other interest .......................................      247              85             855           2,635
  Provision for depreciation .......................................       24              13              67             640
  General and administrative .......................................      382             400           1,058           1,204
  Non-recurring expenses ...........................................      437               -             437               -
                                                                        -----           -----           -----            -----
                                                                       40,339           1,330         107,993           6,965
                                                                       ------           -----         -------           -----
Earnings (loss) before equity earnings and taxes ...................     (724)          1,410            (901)          4,969
Equity in earnings of Principal Healthcare Finance Limited .........      403             309           1,016             760
Equity in earnings of Principal Healthcare Finance Trust ...........      112             280             297             280
Equity in earnings (loss) of Essex Healthcare Corporation ..........       61               5              24            (366)
Gain on dilution of interest in Principal Healthcare Finance Trust .        -             951               -             951
                                                                        -----            ----            ----            ----
Earnings (loss) before income taxes ................................     (148)          2,955             436           6,594
Income tax (provision) benefit .....................................      208            (843)            205          (1,977)
                                                                          ---            ----             ---          ------
Earnings before preferred stock dividends ..........................       60           2,112             641           4,617
Preferred stock dividends ..........................................      (52)            (52)           (156)           (156)
                                                                          ---             ---            ----            ----
Net earnings ....................................................... $      8         $ 2,060       $     485         $ 4,461
                                                                      =======          ======        ========         =======

Earnings per common share, basic ................................... $      -         $  0.16       $    0.04         $  0.36
                                                                      =======          ======        ========          ======
Earnings per common share, diluted ................................. $      -         $  0.16       $    0.04         $  0.36
                                                                      =======          ======        ========          ======
Average shares outstanding, basic ..................................   12,308          12,264          12,291          12,260
                                                                      =======          ======        ========          ======
Average shares outstanding, diluted ................................   12,309          12,264          12,292          12,260
                                                                      =======          ======        ========          ======
Total comprehensive income, net of taxes ........................... $    198         $ 1,765       $     500         $ 4,265
                                                                      =======          ======        ========          ======

</TABLE>


           See notes to condensed consolidated financial statements.


                                       3
<PAGE>


                             OMEGA WORLDWIDE, INC.

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   Unaudited

                                 (In Thousands)

<TABLE>
<CAPTION>

                                                                                                 Nine Months Ended
                                                                                                     June 30,
                                                                                                 -----------------
                                                                                                2000             1999
                                                                                                ----             ----
 <S>                                                                                             <C>              <C>
Operating activities:
   Net earnings ............................................................................ $   641          $ 4,617
   Adjustments to reconcile net earnings to cash provided by operating activities:
     Equity in earnings of Principal Healthcare Finance Limited ............................  (1,016)            (760)
     Equity in earnings of Principal Healthcare Finance Trust ..............................    (297)            (280)
     Equity in (earnings) loss of Essex Healthcare Corporation .............................     (24)             366
     Gain on dilution of interest in Principal Healthcare Finance Trust ....................       -             (951)
     Straight-line rent adjustment .........................................................   2,575                -
     Depreciation and amortization .........................................................   1,295              762
     Payments of federal and foreign income taxes ..........................................  (2,126)            (875)
     Imputed interest ......................................................................       -            1,146
     Net change in operating assets and liabilities ........................................ (10,605)          (1,016)
                                                                                             -------           ------
Net cash provided by (used in) operating activities ........................................  (9,557)           3,009

Cash flows from financing activities:
   Proceeds from short-term borrowings, net of repayments ..................................   6,304           34,502
   Proceeds from (repayments of) long-term borrowings ......................................  (1,055)             102
   (Increase) decrease in restricted cash ..................................................  (3,072)           5,831
                                                                                              ------            -----
Net cash provided by financing activities ..................................................   2,177           40,435

Cash flows from investing activities:
   Repayments from (temporary advances to) Principal Healthcare Finance Limited ............   7,244           (6,418)
   Repayment of temporary advances from Principal Healthcare Finance Trust .................       -           13,631
   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 ............................  (1,323)         (49,288)
   Dividends from affiliates ...............................................................     174              272
   Investment in Tamaris, plc stock ........................................................       -           (2,884)
   Investment in Principal Healthcare Finance Trust ........................................       -           (1,108)
   Investment in Baneberry Healthcare Ltd. .................................................       -           (1,622)
   Other ...................................................................................     128              781
                                                                                                ----             ----
Net cash provided by (used in) investing activities ........................................   7,080          (46,636)
                                                                                               -----          -------
Decrease in cash and short-term investments ................................................    (300)          (3,192)
Cash and short-term investments at beginning of period .....................................   5,738           10,281
                                                                                               -----           ------
Cash and short-term investments at end of period ........................................... $ 5,438          $ 7,089
                                                                                             =======          =======
</TABLE>

           See notes to condensed consolidated financial statements.


                                       4
<PAGE>

                              OMEGA WORLDWIDE, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                    Unaudited

                                  June 30, 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  most 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 nine-month  periods
ended June 30, 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 an U.S. GAAP basis.
The Company's  wholly owned  subsidiary,  Idun,  began operations on November 1,
1999. To reflect  activities for a eight-month  period and adopt  reporting on a
one-month lag basis,  profit and loss results for the  seven-month  period ended
May 31, 2000,  as well as an estimated  loss from  operations  for an additional
month are included in the Company's results for the nine-month period ended June
30, 2000.


                                       5
<PAGE>

     Until April 1, 1999, the Company owned 100% of Principal Healthcare Finance
Trust  ("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.


RESTRICTED CASH

     The  Company  has pledged  $1.2  million of cash with a bank as  collateral
guaranteeing the Company's  performance  under  short-term  purchase and sale of
foreign currency hedge positions.  The cash is restricted for periods no greater
than 30 days and is classified as  restricted on the balance  sheet.  This is in
addition to restricted cash of $1.9 million supporting Idun's debt (See Note H)
and $389,000 of other restricted cash.


PATIENT SERVICE REVENUE

     Patient  service  revenue  relates to the  operations  of Idun  Health Care
Limited ("Idun") and is recorded as the services are provided.


PATIENT SERVICE EXPENSE

     Patient  service  expense  directly  supports  patient  service revenue and
includes all operating expenses, excluding depreciation, of Idun.


STRAIGHT-LINE RENT EXPENSE

     Idun  Health  Care  Limited's  subsidiaries  are  the  lessees  of  several
long-term  leases.  Rent  expense  differs  from  cash  rental  payments  and 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 and is reported as a component of patient service expense.


NON-RECURRING EXPENSES

         The Company on February 23, 2000 announced that it had engaged  Warburg
Dillon Reed LLC to assist in exploring ways to boost shareholder value. The cost
of services from Warburg  Dillon Reed LLC,  legal advice  related to the process
and the costs of  investor  banker  services  specific to the  Company's  United
Kingdom investment totaled $473,000 during the quarter ended June 30, 2000.


PRIOR PERIOD CLASSIFICATION

         Certain prior quarter amounts have been reclassified to correspond with
the current quarter's presentation.


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. During the period it was consolidated, all of
Principal-Australia's  real estate  investments  were long-term care  facilities
located in  Australia  which were and continue to be leased to Moran Health Care
Group  (Australia)  Pty  Limited,  the  largest  operator  of aged care homes in
Australia. Subsequently, Principal (Australia) has added two additional tenants.


                                       6
<PAGE>

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       Nine-Month Period Ended
                                                              May 31,          May 31,        May 31,     May 31,
Selected Operating Results for the period:                     2000             1999           2000         1999
                                                               ----             ----           ----         ----
<S>                                                            <C>              <C>            <C>          <C>
Revenues:
      Rent income ....................................... $  15,150        $  13,705       $ 45,459     $ 40,810
      Interest income ...................................       129            1,347            403        4,438
      Other income ......................................     1,130                -          3,618           52
                                                              -----            -----          -----         ----
           Total revenues ...............................    16,409           15,052         49,480       45,300
Expenses:
      Interest expense ..................................   (10,083)          (9,635)       (30,675)     (29,165)
      Depreciation and amortization .....................    (2,772)          (2,535)        (8,320)      (7,214)
      General and administrative ........................    (1,428)          (1,413)        (4,940)      (4,271)
                                                             ------           ------         ------       ------
          Total expenses ................................   (14,283)         (13,583)       (43,935)     (40,650)
                                                            -------          -------        -------      -------
Income from operations before income taxes ..............     2,126            1,469          5,545        4,650
Provision for income taxes ..............................      (850)            (484)        (2,310)      (2,218)
                                                              -----             ----         ------       ------
Net income from operations .............................. $   1,276        $     985       $  3,235     $  2,432
                                                          =========        =========       ========     ========

Average exchange rate ($ per(pound)) ....................    1.5654           1.6071         1.5948       1.6392


Selected Balance Sheet Information as of:                May 31, 2000     August 31, 1999
                                                         ------------     ---------------
Investments in real estate subject to
  triple-net lease, net of depreciation ................. $ 393,645        $ 395,533
Total assets ............................................   558,555          569,666
Non-recourse debt borrowings ............................   465,820          478,233
Total liabilities .......................................   539,421          552,544
Total stockholders' equity ..............................    19,134           17,122
Exchange rate ($ per(pound)) ............................    1.4961           1.5916
</TABLE>

     The functional  currency of Principal-UK is the British pound sterling.  In
accordance  with FASB 52, the balance sheet amounts are translated at the period
end exchange rate and the income statement amounts are translated at the average
exchange rate for the period.

     The effective tax rates are 42% and 48% for the  nine-month  periods ending
May 31, 2000 and 1999,  respectively.  These  rates  differ from 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 May 31, 2000
and 1999 are approximately $423,000 and $329,000 respectively, and approximately
$1,076,000 and $812,000 for the nine-month  periods ended May 31, 2000 and 1999,
respectively.  Additionally,  the Company had recorded a charge against earnings
of  approximately  $20,000 for the  three-month  periods  ended May 31, 2000 and
1999,  respectively,  and  approximately  $60,000 and $52,000 for the nine-month
periods  ended May 31, 2000 and 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.


                                       7
<PAGE>

Note D - 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 Period Ended            Nine-Month Period Ended
Selected Operating Results for the period ended:                   May 31, 2000      May 31, 1999       May 31, 2000    May 31, 1999
                                                                   ------------      ------------       ------------    ------------
<S>                                                                     <C>                <C>                 <C>            <C>
Revenues:
   Rent income .................................................... $  2,935           $  2,805            $  8,839      $  6,713
   Interest income ................................................      368                104                 689           247
   Other income ...................................................       10                  -                  32             -
                                                                        ----               ----                ----          ----
       Total revenues .............................................    3,313              2,909               9,560         6,960
Expenses:
   Interest expense ...............................................   (2,250)            (1,502)             (6,541)       (3,835)
   Depreciation and amortization ..................................     (490)              (487)             (1,488)       (1,087)
   Amortization of  debt issue and organizational costs ...........      (30)               (63)               (142)          (63)
   General and administrative .....................................     (305)              (262)               (757)         (641)
                                                                        ----               ----                ----          ----
       Total expenses .............................................   (3,075)            (2,314)             (8,928)       (5,626)
                                                                      ------             ------              ------        ------
Income from operations ............................................ $    238           $    595            $    632      $  1,334
                                                                    ========           ========            ========      ========
Average Exchange Rate ($ per A$) ..................................   0.5983             0.6448              0.6249        0.6278


Selected Balance Sheet Information as of:                         May 31, 2000      August 31, 1999
                                                                  ------------      ---------------
Investments in real estate subject to
   triple-net lease, net of depreciation .......................... $ 85,996           $ 85,652
Total assets ......................................................  116,377             96,986
Non-recourse debt borrowings ......................................   94,819             75,815
Total liabilities .................................................  102,771             82,215
Total unit holders' equity ........................................   13,606             14,771
Exchange Rate ($ per A$) ..........................................   0.5768             0.6381

</TABLE>

     The functional currency of Principal-Australia is the Australian dollar. In
accordance  with FASB 52, the balance sheet amounts are translated at the period
end exchange rate and the income statement amounts are translated at the average
exchange rate for the period.

     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 E - Acquisition of Idun Health Care Limited ("Idun")

         At October 31, the Company,  through its wholly owned subsidiary,  Idun
Health Care Limited,  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.


                                       8
<PAGE>

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

<TABLE>
<CAPTION>
Pro forma operating results for the period ended:
(in thousands, except per share data)                        Nine-Month      Three-Month     Nine-Month
                                                           Period  Ended    Period Ended    Period Ended
                                                           June 30, 2000    June 30, 1999   June 30, 1999
                                                           -------------    -------------   -------------
<S>                                                              <C>              <C>             <C>
Revenues .................................................... $ 116,708        $ 36,355       $ 106,080
Net earnings available to common shareholders ...............      (936)          2,026           5,171
Earnings per common share, basic ............................     (0.08)           0.16            0.42
Earnings per common share, diluted ..........................     (0.08)           0.16            0.42
Average exchange rate ($ per(pound)) ........................    1.5948          1.6356          1.6392
</TABLE>

      The  functional  currency  of  Idun  is the  British  pound  sterling.  In
accordance  with FASB 52, the balance sheet amounts are translated at the period
end exchange rate and the income statement amounts are translated at the average
exchange  rate  for the  period.  The cash  component  of the  Company's  equity
investment  in Idun was the subject of a foreign  currency  hedge using  forward
purchase  agreements  from the date of  acquisition  until June  2000.  The cash
benefit of this  transaction  totaling  $447,000 is  reflected as a reduction in
accumulated other comprehensive income (loss) as required by FASB 52.

       Idun's results are included in the Company's consolidated results for the
entire three-month period ended June 30, 2000.


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,  Michigan and Texas.  The Company  accounts for this investment using
the equity method.

     The Company's  proportionate  share of Essex's  income for the  three-month
periods  ending  May 31,  2000 and 1999 is  approximately  $61,000  and  $5,000,
respectively, and income of approximately $24,000 and a loss of $366,000 for the
nine-month periods ended May 31, 2000 and 1999, respectively.


Note G - Earnings Per Share

     Earnings per share are computed  based on the  weighted  average  number of
common shares outstanding during the period.  Diluted earnings per share amounts
reflect  the  dilutive  effect  of stock  options  (824 and 683  shares  for the
three-month  periods ending June 30, 2000 and 1999,  respectively  and 1,081 and
1,103  shares  for the  nine-month  periods  ending  June  30,  2000  and  1999,
respectively).   The  assumed   conversion  of  shares  of  preferred  stock  is
antidilutive.


                                       9
<PAGE>

Note H - Credit Facilities

         The Company had no outstanding  indebtedness  at September 30, 1999. At
June 30, 2000, the Company's outstanding  indebtedness consists of the following
(in thousands):
<TABLE>
<S>                                                                         <C>
(1) Credit agreement (8.01% interest at June 30, 2000) ................. $ 8,850
(2) Loan due on demand (8.37% interest at June 31, 2000) ...............   1,870
(3) Loan due February 2003 (8.34% interest at June 30, 2000) ...........   1,516
(4) Loan due February 2017 (8.34% interest at June 30, 2000) ...........   1,731
(5) Loan due April 2018 (5.50% interest at June 30, 2000) ..............     433
                                                                             ---
                                                                          14,400
Less current maturities ................................................ (11,479)
                                                                         -------
Long-term debt ......................................................... $ 2,921
                                                                         =======
</TABLE>


1)   In November 1998,  the Company  entered into a bank credit  agreement.  The
     agreement  has been  modified  four times as of June 29, 2000.  The current
     agreement  calls for  repayments  of $2 million in July 2000 and  quarterly
     repayments of $2 million each  beginning  September 30, 2000 until the full
     amount is repaid in June 2001. Borrowings under the agreement bear interest
     at  LIBOR  plus  3.25%.   Omega  provided  a  guarantee  to  the  banks  in
     consideration  of a fee of 1%, plus an annual 25 basis point  facility fee.
     No further borrowings may be made under this agreement.

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 $165,000.

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 $25,000.

5)   Idun has an unsecured  bank loan of  approximately  $433,000.  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  $1,870,000
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  June 30,  2000 and 1999 were
approximately  $129,000  and  $196,000,  respectively,  and for  the  nine-month
periods ended June 30, 2000 and 1999 were  approximately  $507,000 and $582,000,
respectively.  Such  allocations  are  based  on  estimates  and  formulas  that
management  believes to be reasonable.  The service  agreement has expired.  The
Company and Omega are currently negotiating a new arrangement which will exclude
certain  previously  provided  services,  most  significantly,  those of  shared
executives.


                                       10
<PAGE>

     Omega holds  preferred  shares in the  Company of $2.6  million at June 30,
2000. The preferred  shares are entitled to cumulative  undeclared  dividends of
$468,000 prior to any distribution to common shareholders.

     Temporary  unsecured advances to Principal-UK in the amounts of $11,124,000
and  $18,368,000  are  outstanding  at June 30,  2000 and  September  30,  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 June 30, 2000 and 1999 is $351,000 and
$373,000,  respectively,  and for the nine-month periods ended June 30, 2000 and
1999 is $1,201,000 and $1,311,000, respectively.

     A  subordinated  loan to  Principal-UK  in the  amount  of  $23,805,000  is
outstanding at June 30, 2000 and September 30, 1999,  respectively.  Interest on
the  subordinated  loan is 12.55% at June 30, 2000 and 12.18% at June 30,  1999,
paid semi-annually.  Interest arising from the subordinated loan to Principal-UK
included in interest income for the three-month  periods ended June 30, 2000 and
1999 is $776,000 and  $753,000,  respectively,  and for the  nine-month  periods
ended March 31, 2000 and 1999 is $2,336,000 and $2,258,000, respectively.

     Fees from services  provided to Principal-UK  for the  three-month  periods
ended June 30, 2000 and 1999 are $1,283,000 and  $1,271,000,  respectively,  and
for the  nine-month  periods  ended June 30,  2000 and 1999 are  $3,958,000  and
$3,593,000, respectively.

     Fees from  services  provided to  Principal-Australia  for the  three-month
period ended June 30, 2000 and 1999 are $256,000 and $202,000, respectively, and
for the  nine-month  periods  ended  June 30,  2000 are  1999 are  $753,000  and
$202,000, respectively.


                                       11
<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 quarter of the
current  fiscal year,  the Company added a fourth income source when it acquired
through its wholly-owned subsidiary, Idun Health Care Ltd. ("Idun"), 119 nursing
homes in the United  Kingdom.  Company results for the nine months include eight
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 $36,890,000 for the
quarter and $98,656,000 for the eight months of Idun's  operations.  The average
occupancy  for the  quarter  was  87.6%  and for the eight  months,  87.0%.  The
occupancy rate for the quarter indicates improvement from previous results, part
of  which  is the  result  of  increased  marketing  focus  throughout  Idun but
specifically  in the  England  homes  that have  lower  occupancy  than those in
Scotland and Northern Ireland. Also contributing to the increase is the seasonal
nature of placements from local funding  agencies,  which increase activity with
the start of their  fiscal  year in April.  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  from  Principal  Finance  Healthcare  Limited
(Principal-UK)  of $1,283,000 is essentially equal to the amount reported in the
prior year. The current  quarter income  consists of $1,137,000 of current fees,
and $146,000 net of favorable  adjustments  related to renegotiation  during the
quarter  related to prior  periods.  Assets subject to the 0.90% fee are defined
contractually and are based on UK GAAP. At June 30, 2000 they totaled (pound)310
million.  Year-to-date  fee income from  Principal-UK  is up 10%  reflecting the
increase in assets of 8% since June 1999 and the $146,000  favorable  adjustment
above.    Fee    income    from    Principal     Healthcare     Finance    Trust
("Principal-Australia")  increased  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$46.2 million.

     Interest  income from  Principal-UK  for the quarter  and  year-to-date  is
consistent  with the  comparable  periods  last  year.  The impact of the annual
interest rate increase for the subordinated  debt is $32,000 for the quarter and
$87,000 year-to-date. The rate on temporary advances remains fixed at 9.25%, but
the  amount  outstanding  has  declined  from  $17,371,000  at June 30,  1999 to
$11,124,000 on June 30, 2000.


                                       12
<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
staff cost  pressures.  Minimum wage increases and increased  costs of temporary
services  and overtime  have pushed  costs up faster than  government-determined
fees. In addition,  the long-term nature of the Company's  operating leases with
scheduled rent increases  results in significant  ($340,000 per month)  non-cash
rent  expense.   The  Idun  nursing  homes  were  unprofitable   under  previous
management.  The  Company  has made  progress  during the last eight  months and
expects to further 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 $118,000 from the comparable  period last year. The
current  quarter is $23,000  higher than last year.  The  allocation  from Omega
Healthcare Investors, Inc. has declined as a result of a decline in overall cost
and negotiated adjustments to previously billed amounts. Future allocations will
be significantly  reduced,  as Omega will no longer be providing the services of
shared  executives  for the Company.  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 Idun nursing home businesses acquired.

     Non-recurring  expenses were  incurred in the current  period for advice in
pursuing  the  strategic  alternatives,  including  a  possible  merger  or sale
transaction.  As  announced  July 27,  2000,  the  Company  continues  to pursue
strategic  alternatives to maximize  shareholder  value but to date no party has
expressed an interest in acquiring or merging with the Company. Each party which
did provide a  preliminary  indication of interest has elected not to pursue any
such transaction.


Other

     Equity in earnings of  Principal-UK  increased  from  $309,000 in the prior
year quarter to $403,000 in the current year quarter. The year-to-date  increase
is $256,000.  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 $366,000 for Essex  Healthcare
Corporation  in the  nine-month  period.  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 on a  year-to-date  basis varies from the
federal  statutory  rate of 34% due to the  benefit  of  available  foreign  tax
credits on equity in earnings of Principal  Healthcare  Finance Limited which is
reported after UK tax expense.


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.  In the month of June,  $2 million  was repaid on the loan and it requires
repayment in full by June 30, 2001. The Company  anticipates  the need to invest
approximately  $4 million of additional  capital in Idun for unpaid  liabilities
acquired with the purchase from Tamaris and required capital  improvements  over
the next nine months. Cash on hand and expected availability of restricted funds
total $6.6 million at June 30. Company cash flows from fees and interest income


                                       13
<PAGE>

approximated  $2.0 million on an annual basis. The remaining cash is expected to
be  generated  by  repayments  of  advances  from the  Company to  Principal-UK.
Principal-UK  currently generates sufficient cash flow to repay adequate amounts
over the period,  and all tenants  continue to pay rents on a timely basis.  The
continued cash flow from  Principal-UK is subject to several risks, most notably
the ability of the  Principal-UK  tenants to continue to meet rent  requirements
despite the impact of current wage pressures on their  operations.  Principal-UK
also is required to  refinance  (pound)5  million of  subordinated  debt with an
unrelated  party when it comes due in December  2000.  There can be no assurance
that  Principal-UK will be able to refinance such subordinated debt or otherwise
continue  to generate  sufficient  cash flow to repay  prior  advances  from the
Company.  In such event,  the Company may need other  sources of capital to both
meet the required loan  repayments and make  additional  capital  investments in
Idun.


Year 2000 Implications

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



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
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.


                                       14
<PAGE>

PART II -   OTHER INFORMATION


Item 5.  Other Information

      As announced  on July 27,  2000,  James E. Eden, a Director of the Company
      since its  inception,  has been  elected as  Chairman  of the Board of the
      Company, replacing Robert L. Parker, who retired as Chairman but remains a
      Director.  The Company also announced that the Board of Directors replaced
      Essel W. Bailey, Jr., as Chief Executive Officer and President. Mr. Bailey
      continues as a Director of the Company.  The Board of Directors  appointed
      James P. Flaherty,  who is the Chief Operating Officer of the Company,  as
      President and a Director.  Jacques Aigrain  resigned as Director effective
      June 30, 2000.


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

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

         Exhibit      Description
         -------      -----------

           10.7      Admendment #4 to Loan Agreement dated June 29, 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.


                                       15
<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/  JAMES P. FLAHERTY
                                              ---------------------------
                                                        James P. Flaherty
August 3, 2000                                          President

                                             By   /s/  EDWARD C. NOBLE
                                             -------------------------
                                                       Edward C. Noble
August 3, 2000                                         Chief Financial Officer


                                       16