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

                                   FORM 10-K/A
                                (AMENDMENT NO.1)

(Mark One)

|X|      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the fiscal year ended September 30, 2000

|_|      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

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 or other jurisdiction of       (I.R.S. Employer Identification No.)
      incorporation or organization)


       900 Victors Way, Suite 345                        48108
           Ann Arbor, Michigan                         (Zip Code)
 (Address of Principal Executive Offices)

        Registrant's telephone number, including area code: 734-887-0300

           Securities Registered Pursuant to Section 12 (b) of the Act:

                          Common Stock, $.10 Par Value

         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  and 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 by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. |_|

         The aggregate  market value of the voting stock of the registrant  held
by non-affiliates was $25,252,752 based on the $2.44 closing price per share for
such stock on the NASDAQ National Market on December 31, 2000.

         As of December 31, 2000, there were 12,340,553 shares outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None



<PAGE>




                                TABLE OF CONTENTS

                                    PART III
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Item 11 Executive Compensation ..............................................   Page 2
Item 12 Security Ownership of Certain Beneficial Owners and Management ......   Page 5
Item 13 Certain Relationships and Related Transactions ......................   Page 6

</TABLE>


Note: The purpose of the Amendment No. 1 is to include  information  required by
items 11, 12, and 13 of Omega  Worldwide,  Inc. Annual Report on Form 10-K for
the year ended September 30, 2000.




























                                      1
<PAGE>



PART III


Item 11 -- Executive Compensation

 The following table sets forth, for the years ended September 30, 2000 and 1999
and the period from April 2, 1998 to September 30, 1998,  the  compensation  for
services  in all  capacities  to the  Company of those  persons who were (i) the
chief  executive  officer  during the most recent fiscal year and (ii) the other
executive  officers of the Company at September 30, 2000 whose total fiscal year
2000 annual salary and bonus exceeded $100,000.  The Compensation  Committee did
not determine the salary of the former chief executive  officer,  his salary was
determined  by Omega  Healthcare,  Inc.  ("Omega  Healthcare")  and the  Company
reimbursed Omega Healthcare for a share of his salary,  as well as certain other
overhead   expenses,   pursuant  to  the   Services   Agreement.   See  "Certain
Transactions" below.
<TABLE>
<CAPTION>
                                                                SUMMARY COMPENSATION TABLE



                                                                                               Long-Term Compensation
                                                                                  -------------------------------------------------
                                                                                           Awards                    Payouts
                                                                                  ----------------------         ---------------
                                                                        Other     Restricted   Securities      All
                                                                        Annual      Stock      Underlying      LTIP        Other
     Name and                      Fiscal       Salary       Bonus    Compensation   Award (s)   Options/     Payouts   Compensation
  Principal Position                Year         ($)       ($) (3)      ($) (5)        ($)      SARs (#)       ($)          ($)
  ------------------                ----         ---       -------      -------        ---      --------       ---          ---
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Essel W. Bailey, Jr (1) .......     2000           $0          $0            $0     $48,750      50,000           $0          $0
President and CEO                   1999           $0          $0            $0          $0      25,000           $0          $0
                                    1998           $0          $0            $0          $0     113,000           $0          $0

James P. Flaherty (2) .........     2000     $359,316    $180,000            $0     $36,563      35,000           $0          $0
President and Director              1999     $339,000    $115,000       $44,347          $0      15,000           $0          $0
                                    1998     $139,594     $50,000       $15,262          $0      90,000           $0          $0

Edward C. Noble (4) ...........     2000     $136,875     $53,000            $0     $24,375      20,000           $0          $0
Vice President and                  1999      $72,917          $0       $12,000          $0      20,000           $0          $0
Chief Financial Officer


</TABLE>


1)   As of July 29, 2000, Mr. Bailey no longer serves as President and CEO.

2)   Mr. Flaherty was appointed President and Director on July 29, 2000,
     prior to then he served as Vice President and Chief Operating Officer.

3)   Bonus  payments  for the fiscal year 2000  reflect  incentive  compensation
     payments for performance  during both the calendar year ending December 31,
     1999 and the  nine-month  fiscal  period  ending  September  30, 2000.  The
     Company  changed  the timing of  incentive  payments to  correspond  to its
     fiscal year in fiscal 2000.

4)   Mr. Noble was appointed Vice President and Chief Financial Officer on March
     1, 1999.

5)   "Other  Compensation"  comprises  of $44,347 and $15,262  representing  the
     allocable  portion  of the  value  of  restricted  stock  granted  by Omega
     Healthcare  to Mr.  Flaherty  for the fiscal years ending 1999 and 1998 and
     charged to the Company and $12,000 representing the reimbursement of moving
     expenses to Mr. Noble.





                                       2
<PAGE>

Options/SAR Grants in Last Fiscal Year

         The  following   table  sets  forth  certain   information   concerning
options/SARs granted during fiscal year 2000 to the named executives:

<TABLE>
<CAPTION>

                                      Individual Grants
                                      -----------------                               Potential Realizable
                           Number of    % of Total                                      Value at Assumed
                          Securities    Options/SARs     Exercise                      Annual Rates of Stock
                          Underlying     Granted to       or Base                     Price Appreciation for         Grant
                          Options/SAR   Employees in      Price     Expiration           Option Term                 Date
                                                                                         -----------                 Present
Name                        Granted      Fiscal Year    ($/Share)     Date (1)      5% ($) (2)    10% ($) (2)        Value ($) (3)
--------------------------------------  ------------    ----------  ------------   ------------   -----------       -------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Essel W. Bailey, Jr.        25,513                       4.8750      1/28/10        202,595       322,599              N/A
                            24,487                       4.8750      1/28/11        204,170       340,588
                            ------                                                  -------       -------
Total .................     50,000        14.73%                                    406,765       663,187
                            ======                                                  =======       =======

James P. Flaherty           25,513                       4.8750      1/28/10        202,595       322,599              N/A
                             9,487                       4.8750      1/28/11         79,102       131,954
                             -----                                                   ------       -------
Total .................     35,000        10.31%                                    281,697       454,553
                            ======                                                  =======       =======

Edward C. Noble             20,000                       4.8750      1/28/10        158,817       252,890              N/A
                            ------                                                  =======       =======
Total .................     20,000         5.89%
                            ======

</TABLE>


1)   Incentive stock options expire 10 years from date of grant, while
     non-qualified options expire 11 years after date of grant.

2)   The assumed annual rates of  appreciation of 5% and 10% would result in the
     price of the  Company's  stock  increasing  at the  expiration  date of the
     options,  to $7.94  and  $12.64,  respectively  for the  January  28,  2000
     incentive  stock  option  grant,  $8.33 and  $13.91,  respectively  for the
     January 28, 2000 non-qualified stock options grant.

3)   The Company does not elect to provide grant date present value as an
     alternative to disclosing potential realizable value.











                                       3
<PAGE>


Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
  Option/SAR Values

         The following table summarized options and SARs exercised during fiscal
year 2000 and  presents the value of  unexcercised  options and SARs held by the
named executives at year-end.

<TABLE>
<CAPTION>

                                                           Number of Securities       In-the-Money
                                                          Underlying Unexercised      Options/SARs
                              Shares                          Options/SARs at           at Fiscal
                             Acquired         Value          Fiscal Year-End (#)       Year-End ($)
                               on            Realized        Unexcercisable (U)      Unexcercisable (U)
       Name                Exercise (#)       ($)            Exercisable (E)         Exercisable (E)
------------------         -----------       ------        ---------------          ---------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Essel W. Bailey (1) .....        0             0                134,467 (U)                0 (U)
                                                                 53,533 (E)                0 (E)

James P. Flaherty (2) ...        0             0                 45,000 (U)                0 (U)
                                                                  5,000 (E)                0 (E)

Edward C. Noble .........        0             0                 33,333 (U)                0 (U)
                                                                  6,667 (E)                0 (E)

</TABLE>


1)       As of July 29, 2000 Mr. Bailey no longer serves as President and CEO.

2)       Mr Flaherty was appointed President and Director on July 29, 2000,
         prior to then he served as Chief Operating Officer.


Employment Contracts, Termination of Employment and Change-In-Control
  Arrangements

         Under the Company stock option and  restricted  stock plans if a change
in control (as defined in the plan) occurs,  all  unexpired  options will become
immediately   exercisable  and  unvested   restricted  stock  grants  will  vest
immediately.
         The  Company has an  Employment  and Change in Control  Agreement  with
James P. Flaherty dated August 1, 2000 and continuing for a term of three years.
Under the terms of the contract Mr.  Flaherty is entitled to an annual salary of
$330,000  and a  guaranteed  annual  increase of 3%. The  contract  provides for
supplemental cash compensation of $59,000 in lieu of company provided health and
retirement benefits.  The contract further provides that the Company will pay to
Mr. Flaherty as a termination payment a lump sum amount equal to three times his
total  compensation  (salary,  cash bonus and value of restricted  stock grants,
whether or not vested) for the most recent year,  if Mr.  Flaherty's  employment
terminates or he is constructively  terminated other than for cause within three
years  after a change in  control.  An  additional  payment  will be required to
compensate Mr. Flaherty for excise taxes imposed upon these payments.
         Under the terms of a Change in Control Agreement, Mr Noble will receive
a lump sum payment  equal to two times his total  annual  compensation  (salary,
cash bonus and value of restricted stock grants,  whether or not vested) for the
most recent year, if Mr. Noble's  employment  terminates or he is constructively
terminated other than for cause within three years after a change in control.

Defined Benefit or Actuarial Plan

 For the Period from October 1, 1999 through September 30, 2000, the Company had
no pension plans.



                                       4
<PAGE>


Item 12 -- Security Ownership of Certain Beneficial Owners and Management

                             PRINCIPAL SHAREHOLDERS

         At December 31, 2000, the Company was aware that the following  parties
beneficially  owned more than 5% of the  outstanding shares of Common Stock:


                                             Number of Shares
                                             of Common Stock       Percent of
          Beneficial Owner                  Beneficially Owned       Class
          ----------------                  ------------------       -----
Todd P. Robinson (1)                             1,226,457           9.94%
2307 Princess Ann Street
Greensboro, North Carolina  27408

Gotham International Advisors, L.L.C. (2)        1,215,900           9.85%
110 East 42nd Street, 18th Floor
New York, New York  10017

Omega Healthcare Investors, Inc.                 1,163,061           9.42%
900 Victors Way, Suite 350
Ann Arbor, Michigan  48108

Essel W. Bailey, Jr.                               945,580           7.66%
315 E. Eisenhower Parkway, Suite 212
Ann Arbor, Michigan  48108

The Baupost Group, L.L.C.  (3)                     654,000           5.30%
44 Brattle Street, 5th Floor
Cambridge, Massachusetts  02138


1)  Based on 13D/A filed October 20, 2000
2)  Based on 13D/A filed December 14, 1998
3)  Based on 13D filed December 31, 2000

The  following  table  sets  forth  certain  information   regarding  beneficial
ownership of the  Company's  Common Stock as of December 31, 2000 (i) by each of
the Company's  directors  and  executive  officers and (ii) by all directors and
executive  officers as a group.  Except as  indicated  in the  footnotes to this
table, the persons named in the table have sole voting and investment power with
respect  to all  shares of Common  Stock  shown as  beneficially  owned by them,
subject to community property laws where applicable

<TABLE>
<CAPTION>

                                                                 Number of Shares
                                                                  of Common Stock     Percent of
Beneficial Owner                                                Beneficially Owned       Class
------------------------------------------------------------------------------------------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Essel W. Bailey, Jr ........................................       945,580  (1)         7.66%
James Eden .................................................         6,421             *
James P. Flaherty ..........................................        86,644  (2)         0.70%
Thomas F. Franke ...........................................       284,620  (3)         2.31%
Anil K. Gupta ..............................................        13,200  (4)         0.11%
Harold J. Kloosterman ......................................       117,907  (5)         0.96%
Bernard J. Korman ..........................................       355,813  (4)         2.88%
Edward Lowenthal ...........................................        38,559  (6)         0.31%
Edward C. Noble ............................................        38,500  (7)         0.31%
Robert L Parker ............................................        99,722  (8)         0.81%
                                                                    ------              ----
Directors and executive officers as a group (10 persons) ...     1,986,966             16.10%

</TABLE>


* Less than 0.10%

The  business  address of all the above  persons is 900 Victors Way, Suite 345,
Ann Arbor, Michigan 48108.


                                      5
<PAGE>


1)   Includes  shares owned jointly by Mr. Bailey and his wife,  6,666  unvested
     restricted  shares,  78,533 options  exercisable within sixty days, 528,804
     shares  held  solely in Mrs.  Bailey's  name and 5,613  shares  held by the
     Montague  Foundation of which he is a director.  Mr.  Bailey  disclaims any
     beneficial interest in the shares held solely by Mrs. Bailey and those held
     by the Montague Foundation.

2)   Includes 27,053 shares of unvested restricted stock and 21,667 options
     exercisable within sixty days.

3)   Includes 284,620 shares owned by a family limited liability company
     (Franke Family LLC) of which Mr. Franke is a Member.

4)   Includes 200 options exercisable within sixty days.

5)   Includes shares owned jointly by Mr. Kloosterman and his wife, and 55,044
     shares owned directly by his wife.

6)   Mr. Lowenthal resigned as Director in November 2000.

7)   Includes shares owned jointly by Mr. Noble and his wife, and unvested
     restricted shares totaling 14,333, and 20,000 options exercisable within
     sixty days.

8)   Includes  1,123 shares owned by a private  pension  plan for Mr Parker's
     benefit and 61,134  shares owned by a trust of which Mr. Parker is sole
     trustee.

Item 13 -- Certain Relationships and Related Transactions

         Pursuant  to  the  provision  of a  Services  Agreement  between  Omega
Healthcare  and the Company that expired June 30, 2000,  indirect costs incurred
by Omega  Healthcare,  including  compensation of shared executive  officers and
related  support  personnel,  and costs  incurred by Omega  Healthcare for rent,
insurance,   telephone,   utilities,  supplies,  maintenance  and  travel,  were
allocated  to the  Company  based  upon the  relationship  of  assets  under the
Company's   management  to  the  combined   total  of  those  assets  and  Omega
Healthcare's  assets.  Allocated expenses for the years ended September 30, 2000
and  1999  and  for  the  six-month   period  ended   September  30,  1998  were
approximately $544,000 $768,000 and $303,000, respectively. Such allocations are
based on estimates and formulas that management  believes to be reasonable.  The
Service  Agreement  has  expired.  As of July 1,  2000,  the  Company  and Omega
Healthcare  have  negotiated a new  arrangement  for a quarterly  fee of $37,500
which excludes certain previously provided services,  most significantly,  those
of shared executives.

         The  Company  has  invested  approximately  $8.1  million in shares and
undistributed  earnings of Principal Healthcare Finance Limited ("Principal") as
of September 30, 2000. As of that date,  Principal  owned and leased 241 nursing
homes or residential  care  facilities  located in the British Isles.  Directors
Essel W. Bailey, Jr., Thomas F. Franke, Harold J. Kloosterman, Bernard J. Korman
and Robert L. Parker,  have invested in the  aggregate,  directly or indirectly,
approximately  $2.2  million in  Principal.  Pursuant to an Amended and Restated
Advisory Agreement (the "Advisory Agreement"), the Company has agreed to provide
certain investment management and advisory services to Principal in exchange for
a fee.

         Temporary  unsecured  advances to Principal  Healthcare Finance Limited
("Principal-UK")  in the amount of $10,793,000,  and $18,368,000 are outstanding
at  September  30, 2000 and 1999,  respectively.  Interest at 9.25% is paid on a
monthly  basis.  Included in interest  income for the years ended  September 30,
2000, and 1999 and the six-month  period ended September 30, 1998 is $1,484,000,
$1,719,000 and $292,000, respectively, related to advances to Principal-UK.

         The Company has a subordinated loan receivable from Principal-UK in the
amount of $23,805,000. Interest on the subordinated loan to Principal-UK for the
years  ended  September  30,  2000 and  1999,  and the  six-month  period  ended
September 30, 1998 is $3,144,000,  $3,042,000 and $1,492,000,  respectively. The
loan was  originally  scheduled  to mature on December  31,  2000,  but has been
extended to June 30, 2001. Fees from services  provided to Principal-UK  for the
years  ended  September  30,  2000 and  1999,  and the  six-month  period  ended
September 30, 1998 are $5,040,000, $4,918,000, and $1,920,000, respectively.

                                       6
<PAGE>

         Fees from services provided to  Principal-Australia  for the year ended
September  30, 2000 and the period April 1, 1999 through  September 30, 1999 are
$1,013,000 and $405,000, respectively.

         Rent expense,  included in direct cost of patient services,  related to
Idun's leases with Principal-UK is approximately $1,315,000,  for the year ended
September 30, 2000.

         Interest  expense  relating  to a bridge  loan  from  Omega  Healthcare
totaled  $226,000 for the year ended September 30, 1999. This loan was repaid in
December 1998.



























                                       7
<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934 the  registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                      OMEGA WORLDWIDE, INC.


                               By:      /s/  EDWARD C. NOBLE
                                       ----------------------

                               Its:   Vice President and Chief Financial Officer

                               Date:    January 26, 2001