**EXHIBIT 99**

**NATIONAL HEALTH REALTY, INC.**

**RESTATED AUDIT COMMITTEE CHARTER**

**I. 	Purpose**

The primary functions of the Audit Committee are to assist the Board of Directors of National Health Realty,
Inc. (the "Company") in fulfilling its oversight responsibilities with respect to: (i) the Company's systems of internal
controls regarding finance, accounting, legal compliance and ethical behavior; (ii) the Company's auditing, accounting
and financial reporting processes generally; (iii) the Company's financial statements and other financial information
provided by the Company to its stockholders, the public and others; (iv) the Company's compliance with legal and
regulatory requirements; and (v) the performance of the Company's corporate audit function and independent auditors.
Consistent with these functions, the Committee will encourage continuous improvement of, and foster adherence to,
the Company's policies, procedures and practices at all levels.

Although the Audit Committee has the powers and responsibilities set forth in this Charter, the role of the
Committee is oversight. The members of the Committee are not full-time employees of the Company and may or may
not be accountants or auditors by profession or experts in the fields of accounting or auditing and, in any event, do not
serve in such capacity. Consequently, it is not the duty of the Committee to conduct audits or to determine that the
Company's financial statements and disclosures are complete and accurate and are in accordance with generally
accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and
the independent auditors.

**II. 	Organization**

The Audit Committee shall be comprised of three or more directors as determined by the Board of Directors,
each of whom shall satisfy the independence, financial literacy and experience requirements of Section 10A of the
Securities Exchange Act of 1934, The American Stock Exchange and any other regulatory requirements.

Committee members shall be elected by the Board at the annual organizational meeting of the Board of
Directors on the recommendation of the Nominating/Corporate Governance Committee; members shall serve until
their successors shall be duly elected and qualified. The Committee's chairperson shall be designated by the full
Board or, if it does not do so, the Committee members shall elect a chairperson by vote of a majority of the full
Committee.  The Audit Committee shall report its recommendations to the Board after each Committee meeting and
shall conduct and present to the Board an annual performance evaluation of the Committee.

The Committee may form and delegate authority to subcommittees when appropriate.

**III. 	Meetings**

The Audit Committee shall meet four times per year on a quarterly basis, or more frequently as circumstances
require. The Committee shall require members of management, the independent auditors and others to attend meetings
and to provide pertinent information, as necessary. As part of its job to foster open communications, the Committee shall
meet in separate executive sessions during each of its four regularly scheduled meetings with management and the
Company's independent auditors to discuss any matters that the Committee (or any of these groups) believes should be
discussed privately.

**IV. 	Responsibilities and Duties**

In recognition of the fact that the Company's independent auditors are ultimately accountable to the Audit
Committee, the Committee shall have the sole authority and responsibility to select, evaluate, and, where appropriate,
replace the independent auditors or nominate the independent auditors for shareholder approval. The Committee shall
approve all audit engagement fees and terms and all non-audit engagements with the independent auditors. The
Committee shall consult with management but shall not delegate these responsibilities.

To fulfill its responsibilities and duties, the Audit Committee shall:

*With respect to the independent auditors:*

1.	Be directly responsible for the appointment, compensation and oversight of the work of the independent
auditors (including resolution of disagreements between management and the independent auditors regarding
financial reporting) for the purpose of preparing its audit report or related work.

2.	Have the sole authority to review in advance, and grant any appropriate pre-approvals of, (i) all auditing
services to be provided by the independent auditors and (ii) all non-audit services to be provided by the
independent auditors as permitted by Section 10A of the Securities Exchange Act of 1934, and (iii) connection
therewith to approve all fees and other terms of engagement. The Committee shall also review and approve
disclosures required to be included in Securities and Exchange Commission periodic reports filed under Section
13(a) of the Securities Exchange Act of 1934 with respect to non-audit services.

3.	Review the performance of the Company's independent auditors on at least an annual basis.

4.	On an annual basis, review and discuss with the independent auditors all relationships the independent auditors
have with the Company in order to evaluate the independent auditors' continued independence. The
Committee: (i) shall ensure that the independent auditors submit to the Committee on an annual basis a written
statement (consistent with Independent Standards Board Standards No. 1) delineating all relationships and
services that may impact the objectivity and independence of the independent auditors; (ii) shall discuss with
the independent auditors any disclosed relationship or services that may impact the objectivity and
independence of the independent auditors; and (iii) shall satisfy itself as to the independent auditors'
independence.

5.	At least annually, obtain and review an annual report from the independent auditors describing (i) the
independent auditors' internal quality control procedures and (ii) any material issues raised by the most recent
internal quality control review, or peer review, of the independent auditors, or by any inquiry or investigation
by governmental or professional authorities, within the preceding five years, respecting one or more
independent audits carried out by the independent auditors, and any steps taken to deal with any such issues.

6.	Confirm that the lead audit partner, or the lead audit partner responsible for reviewing the audit, for the
Company's independent auditors has not performed audit services for the Company for each of the five
previous fiscal years.

7.	Review all reports required to be submitted by the independent auditors to the Committee under Section 10A
of the Securities Exchange Act of 1934.

8.	Review, based upon the recommendation of the independent auditors and the corporate audit function, the
scope and plan of the work to be done by the independent auditors for each fiscal year.

*With respect to financial statements:*

1.	Review and discuss with management and the independent auditors the Company's quarterly financial
statements (including disclosures made in "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and the independent auditors' review of the quarterly financial statements) prior to
submission to stockholders, any governmental body, any stock exchange or the public.

2.	Review and discuss: (i) with management and the independent auditors the Company's annual audited financial
statements (including disclosures made in "Management's Discussion and Analysis of Financial Condition and
Results of Operations").

3.	Discuss with the independent auditors the matters required to be discussed by Statement on Auditing Standards
No. 61, as amended, relating to the conduct of the audit.

4.	Recommend to the Board of Directors, if appropriate, that the Company's annual audited financial statements
be included in the Company's annual report on Form 10-K for filing with the Securities and Exchange
Commission.

5.	Prepare the report required by the Securities and Exchange Commission to be included in the Company's
annual proxy statement and any other Committee reports required by applicable securities laws or stock
exchange listing requirements or rules.

*Periodic and Annual Reviews:*

1.	Periodically review separately with each of management and the independent auditors (i) any significant
disagreement between management and the independent auditors in connection with the preparation of the
financial statements, (ii) any difficulties encountered during the course of the audit (including any restrictions
on the scope of work or access to required information), and (iii) management's response to each.

2.	Periodically discuss with the independent auditors, without management being present, (i) their judgments
about the quality, appropriateness, and acceptability of the Company's accounting principles and financial
disclosure practices, as applied in its financial reporting, and (ii) the completeness and accuracy of the
Company's financial statements.

3.	Consider and approve, if appropriate, significant changes to the Company's accounting principles and financial
disclosure practices as suggested by the independent auditors or management. Review with the independent
auditors and management at appropriate intervals, the extent to which any changes or improvements in
accounting or financial practices, as approved by the Committee, have been implemented.

4.	Review with management, the independent auditors and the Company's counsel, as appropriate, any legal,
regulatory or compliance matters that could have a significant impact on the Company's financial statements,
including significant changes in accounting standards or rules as promulgated by the Financial Accounting
Standards Board, the Securities and Exchange Commission or other regulatory authorities with relevant
jurisdiction.

5.	Obtain and review an annual report from management relating to the accounting principles used in preparation
of the Company's financial statements (including those policies for which management is required to exercise
discretion or judgments regarding the implementation thereof).

*Discussions with Management:*

1.	Review and discuss with management the Company's earnings press releases (including the use of "pro forma"
or "adjusted" non-GAAP information) as well as financial information and earnings guidance provided to
analysts and rating agencies.

2.	Review and discuss with management all material off-balance sheet transactions, arrangements, obligations
(including contingent obligations) and other relationships of the Company with unconsolidated entities or other
persons, that may have a material current of future effect on financial condition, changes in financial condition,
results of operations, liquidity, capital resources, capital reserves or significant components of revenues or
expenses.

3.	Inquire about the application of the Company's accounting policies and its consistency from period to period,
and the compatibility of these accounting policies with generally accepted accounting principles, and (where
appropriate) the Company's provisions for future occurrences which may have a material impact on the
financial statements of the Company.

4.	Review and discuss with management (i) the Company's major financial risk exposures and the steps
management has taken to monitor and control such exposures (including management's risk assessment and
risk management policies), and (ii) the program that management has established to monitor compliance with
its code of business ethics and conduct for directors, officers and employees.

5.	Review and discuss with management all disclosures made by the Company concerning any material changes
in the financial condition or operations of the Company.

6.	Obtain explanations from management for unusual variances in the Company's annual financial statements
from year to year, and review annually the independent auditors' letter of the recommendations to management
and management's response.

*With respect to the internal audit function and internal controls:*

1.	Review, based upon the recommendation of the independent auditors, the scope, plan and personnel of the
work to be done.

2.	In consultation with the independent auditors and management, (a) review the adequacy of the Company's
internal control structure and system, and the procedures designed to insure compliance with laws and
regulations, and (b) discuss the responsibilities, budget and staffing needs of the corporate audit function.

3.	Establish procedures for (i) the receipt, retention and treatment of complaints received by the Company
regarding accounting, internal accounting controls or auditing matters, and (ii) the confidential, anonymous
submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

*Other:*

1.	Review and approve all related-party transactions.

2.	Review and approve (i) any change or waiver in the Company's code of business conduct and ethics for
directors or executive officers, and (ii) any disclosure made on Form 8-K regarding such change or waiver.

3.	Establish the policy for the Company's hiring of employees or former employees of the independent auditors
who were engaged on the Company's account.

4.	Review any management decision to seek a second opinion from independent auditors other than the
Company's regular independent auditors with respect to any significant accounting issue.

5.	Review with management and the independent auditors the sufficiency and quality of the financial and
accounting personnel of the Company.

6.	Review and reassess the adequacy of this Charter annually and recommend to the Board any changes the
Committee deems appropriate.

7.	The Committee shall conduct an annual performance evaluation.

8.	Perform any other activities consistent with this Charter, the Company's By-laws and governing law as the
Committee or the Board deems necessary or appropriate.

**V. 	Resources**

The Audit Committee shall have the authority to retain independent legal, accounting and other consultants
to advise the Committee. The Committee may request any officer or employee of the Company or the Company's
outside counsel or independent auditors to attend a meeting of the Committee or to meet with any members of, or
consultants to, the Committee.

The Committee shall determine the extent of funding necessary for payment of compensation to the
independent auditors for purpose of rendering or issuing the annual audit report and to any independent legal,
accounting and other consultants retained to advise the Committee.

This Charter is published on the Company's website at "www.nationalhealthrealty.com".