<PAGE>   1
As filed with the Securities and Exchange Commission on January 5, 1999

                              Registration No. 333-
                                                    ----------
--------------------------------------------------------------------------------

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

                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                             ----------------------

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

         Maryland                                            38-3382537
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                          Identification No.)

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

                     OMEGA WORLDWIDE, INC. 1997 STOCK OPTION
                            AND RESTRICTED STOCK PLAN
                            (Full title of the plan)

                               SUSAN ALLENE KOVACH
                  Vice-President, General Counsel and Secretary
                              OMEGA WORLDWIDE, INC.
                           900 Victors Way, Suite 345
                            Ann Arbor, Michigan 48108
                     (Name and address of agent for service)
                                 (734) 887-0300
          (Telephone number, including area code, of agent for service)

                            -------------------------

         The Commission is requested to send copies of all
communications to:       DON M. PEARSON, ESQ.
               Argue Pearson Harbison & Myers, LLP
               801 South Flower Street, Suite 500
                  Los Angeles, California 90017




<PAGE>   2
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------

                                Proposed     Proposed
Title of                        Maximum      Maximum
Securities          Amount      Offering     Aggregate    Amount of
to be               to be       Price        Offering     Registration
Registered          Registered  Per Share    Price        Fee
--------------------------------------------------------------------------------

Common Stock
  $.10 par value,
  issuable upon
  exercise of
  Options........   750,000     $4.34375    $3,257,813    $906
--------------------------------------------------------------------------------


*Estimated solely for purposes of computing the registration fee
and computed in accordance with Rule 457(h) upon the basis of the
high and low prices per share of the Registrant's Common Stock on
December 29, 1998.
--------------------------------------------------------------------------------















                                       2

<PAGE>   3



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS



ITEM 1.  PLAN INFORMATION.

         The document(s) containing the information specified in Item 1 will be
sent or given to employees as specified in Rule 428(b)(1) under the Securities
Act and are not required to be filed as part of this Registration Statement.



ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL 
         INFORMATION.

         The document(s) containing the information specified in Item 2 will be
sent or given to employees as specified in Rule 428(b)(1) under the Securities
Act and are not required to be filed as part of this Registration Statement.



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are incorporated herein by reference:

         (1)      Registrant's Annual Report on Form 10-K for the period ended
                  September 30, 1998;

         (2)      Registrant's Report on Form 8-K dated November 27, 1998

         (3)      The description of the Company's Common Stock, $.10 par value,
                  contained in its Initial Registration Statement on Form 8-A,
                  filed under Section 12 of the Securities Exchange Act of 1934
                  (the "Exchange Act") declared effective by the Commission
                  on April 2, 1998, together with any amendment

                                        3

<PAGE>   4



                  or report filed subsequent to the date hereof for the purpose
                  of updating such description.

         All documents subsequently filed by Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Articles of Incorporation and Bylaws of the Registrant provide for
indemnification of directors and officers to the full extent permitted by
Maryland law.

         Section 2-418 of the General Corporation Law of the State of Maryland
generally permits indemnification of any director or officer with respect to any
proceedings unless it is established that (a) the act or omission of the
director or officer was material to the matter giving rise to the proceeding and
was either committed in bad faith or the result of active or deliberate
dishonesty; (b) the director or officer actually received an improper personal
benefit in money, property or services, or; (c) in the case of criminal
proceedings, the director or officer had reasonable cause to believe that the
act or omission was unlawful. The indemnity may include judgments, penalties,
fines, settlements, and reasonable expenses actually incurred by the director or
officer in connection with the proceeding; provided, however, that if the
proceeding is one by, or in the right of, the corporation, indemnity is
permitted only for reasonable expenses and not with respect to any proceeding in
which the director shall have been adjudged to be liable to the corporation. The
termination of any proceeding by judgment, order or settlement does not create a
presumption that the director did not meet the requisite standard of conduct
required for permitted indemnification. The termination of any proceeding by
conviction, or a plea of nolo contendere or its equivalent, or an entry of an
order of probation prior to judgment, creates a

                                        4

<PAGE>   5



rebuttable presumption that the director or officer did not meet that
standard of conduct.

         Insofar as indemnification for liabilities arising under the Securities
Act is permitted to directors and officers of the Registrant pursuant to the
above-described provisions, the Registrant understands that the Commission is of
the opinion that such indemnification contravenes federal public policy as
expressed in said act and therefore is unenforceable.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


ITEM 8.  EXHIBITS.

     4.1      Omega Worldwide, Inc. 1997 Stock Option and Restricted Stock Plan,
              as amended and restated.

     5.1      Opinion of Argue Pearson Harbison & Myers, LLP regarding validity
              of securities.

     23.1     Consent of Argue Pearson Harbison & Myers, LLP (included in its
              opinion filed as Exhibit 5.1 hereto).

     23.2     Consent of Ernst & Young, LLP.


ITEM 9.  UNDERTAKINGS.

     (a) The Registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

         (i)  To include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after the
     effective date of the registration statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     registration statement;


                                        5

<PAGE>   6



         (iii) To include any material information with respect to the plan of
     distribution not previously disclosed in the registration statement or any
     material change to such information in the registration statement:

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
     apply if the registration statement is on Form S-3 or Form S-8, and the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the registrant
     pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

         (4) If the registrant is a foreign private issuer, to file a
     post-effective amendment to the registration statement to include any
     financial statements required by Rule 3-19 of Regulation S-X at the start
     of any delayed offering or throughout a continuous offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment

                                        6

<PAGE>   7



by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, Registrant will, unless in
the opinion of the counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.




















                                        7

<PAGE>   8



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Ann Arbor, Michigan, on the 4th day of January,
1999.

                          OMEGA WORLDWIDE, INC.


                          By: /s/ Essel W. Bailey, Jr.
                             -------------------------------------
                                     Essel W. Bailey, Jr.
                             President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

         Signatures                  Title                   Date
         ----------                  -----                   ----


/s/ Essel W. Bailey, Jr.     President, Chief          January 4, 1999
-------------------------      Executive Officer,
   Essel W. Bailey, Jr.        and Director
                               (principal executive
                               officer)


/s/ David A. Stover          Vice President and Chief  January 4, 1999
-------------------------      Financial Officer
    David A. Stover            (principal financial and
                               accounting officer)


/s/ Jacques Aigrain          Director                  January 4, 1999
-------------------------
     Jacques Aigrain


/s/ James E. Eden            Director                  January 4, 1999
-------------------------
     James E. Eden


/s/ Thomas F. Franke         Director                  January 4, 1999
-------------------------
    Thomas F. Franke




                                        8

<PAGE>   9


/s/ Anil Gupta               Director                  January 4, 1999
-------------------------
    Anil Gupta


/s/ Harold J. Kloosterman    Director                  January 4, 1999
-------------------------
  Harold J. Kloosterman


/s/ Bernard J. Korman        Director                  January 4, 1999
-------------------------
   Bernard J. Korman


/s/ Edward Lowenthal         Director                  January 4, 1999
-------------------------
   Edward Lowenthal


/s/ Robert L. Parker         Director                  January 4, 1999
-------------------------
   Robert L. Parker




















                                        9


<PAGE>   10

                                 Exhibit Index
                                 -------------


Exhibit No.                   Description
-----------                   -----------








4.1       Omega Worldwide, Inc. 1997 Stock Option and Restricted Stock Plan, as
          amended and restated.

5.1       Opinion of Argue Pearson Harbison & Myers, LLP regarding validity of
          securities.

23.2      Consent of Ernst & Young, LLP.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15519}]
{"company-data": {"conformed-name": "OMEGA WORLDWIDE INC", "cik": "0001051964", "assigned-sic": "6512", "irs-number": "383382537", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70133", "film-number": "99500962"}, "business-address": {"street1": "900 VICTORS WAY SUITE 350", "city": "ANN ARBOR", "state": "MI", "zip": "48108", "phone": "7348870200"}, "mail-address": {"street1": "900 VICTORS WAY SUITE 350", "city": "ANN ARBOR", "state": "MI", "zip": "48108"}}
1
As filed with the Securities and Exchange Commission on January 5, 1999

                              Registration No. 333-
                                                    ----------
--------------------------------------------------------------------------------

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

                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                             ----------------------

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

         Maryland                                            38-3382537
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                          Identification No.)

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

                     OMEGA WORLDWIDE, INC. 1997 STOCK OPTION
                            AND RESTRICTED STOCK PLAN
                            (Full title of the plan)

                               SUSAN ALLENE KOVACH
                  Vice-President, General Counsel and Secretary
                              OMEGA WORLDWIDE, INC.
                           900 Victors Way, Suite 345
                            Ann Arbor, Michigan 48108
                     (Name and address of agent for service)
                                 (734) 887-0300
          (Telephone number, including area code, of agent for service)

                            -------------------------

         The Commission is requested to send copies of all
communications to:       DON M. PEARSON, ESQ.
               Argue Pearson Harbison & Myers, LLP
               801 South Flower Street, Suite 500
                  Los Angeles, California 90017
2
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------

                                Proposed     Proposed
Title of                        Maximum      Maximum
Securities          Amount      Offering     Aggregate    Amount of
to be               to be       Price        Offering     Registration
Registered          Registered  Per Share    Price        Fee
--------------------------------------------------------------------------------

Common Stock
  $.10 par value,
  issuable upon
  exercise of
  Options........   750,000     $4.34375    $3,257,813    $906
--------------------------------------------------------------------------------

*Estimated solely for purposes of computing the registration fee
and computed in accordance with Rule 457(h) upon the basis of the
high and low prices per share of the Registrant's Common Stock on
December 29, 1998.
--------------------------------------------------------------------------------

                                       2
3

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         The document(s) containing the information specified in Item 1 will be
sent or given to employees as specified in Rule 428(b)(1) under the Securities
Act and are not required to be filed as part of this Registration Statement.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL 
         INFORMATION.

         The document(s) containing the information specified in Item 2 will be
sent or given to employees as specified in Rule 428(b)(1) under the Securities
Act and are not required to be filed as part of this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are incorporated herein by reference:

         (1)      Registrant's Annual Report on Form 10-K for the period ended
                  September 30, 1998;

         (2)      Registrant's Report on Form 8-K dated November 27, 1998

         (3)      The description of the Company's Common Stock, $.10 par value,
                  contained in its Initial Registration Statement on Form 8-A,
                  filed under Section 12 of the Securities Exchange Act of 1934
                  (the "Exchange Act") declared effective by the Commission
                  on April 2, 1998, together with any amendment

                                        3
4

                  or report filed subsequent to the date hereof for the purpose
                  of updating such description.

         All documents subsequently filed by Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Articles of Incorporation and Bylaws of the Registrant provide for
indemnification of directors and officers to the full extent permitted by
Maryland law.

         Section 2-418 of the General Corporation Law of the State of Maryland
generally permits indemnification of any director or officer with respect to any
proceedings unless it is established that (a) the act or omission of the
director or officer was material to the matter giving rise to the proceeding and
was either committed in bad faith or the result of active or deliberate
dishonesty; (b) the director or officer actually received an improper personal
benefit in money, property or services, or; (c) in the case of criminal
proceedings, the director or officer had reasonable cause to believe that the
act or omission was unlawful. The indemnity may include judgments, penalties,
fines, settlements, and reasonable expenses actually incurred by the director or
officer in connection with the proceeding; provided, however, that if the
proceeding is one by, or in the right of, the corporation, indemnity is
permitted only for reasonable expenses and not with respect to any proceeding in
which the director shall have been adjudged to be liable to the corporation. The
termination of any proceeding by judgment, order or settlement does not create a
presumption that the director did not meet the requisite standard of conduct
required for permitted indemnification. The termination of any proceeding by
conviction, or a plea of nolo contendere or its equivalent, or an entry of an
order of probation prior to judgment, creates a

                                        4
5

rebuttable presumption that the director or officer did not meet that
standard of conduct.

         Insofar as indemnification for liabilities arising under the Securities
Act is permitted to directors and officers of the Registrant pursuant to the
above-described provisions, the Registrant understands that the Commission is of
the opinion that such indemnification contravenes federal public policy as
expressed in said act and therefore is unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

     4.1      Omega Worldwide, Inc. 1997 Stock Option and Restricted Stock Plan,
              as amended and restated.

     5.1      Opinion of Argue Pearson Harbison & Myers, LLP regarding validity
              of securities.

     23.1     Consent of Argue Pearson Harbison & Myers, LLP (included in its
              opinion filed as Exhibit 5.1 hereto).

     23.2     Consent of Ernst & Young, LLP.

ITEM 9.  UNDERTAKINGS.

     (a) The Registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

         (i)  To include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after the
     effective date of the registration statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     registration statement;

                                        5
6

         (iii) To include any material information with respect to the plan of
     distribution not previously disclosed in the registration statement or any
     material change to such information in the registration statement:

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
     apply if the registration statement is on Form S-3 or Form S-8, and the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the registrant
     pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

         (4) If the registrant is a foreign private issuer, to file a
     post-effective amendment to the registration statement to include any
     financial statements required by Rule 3-19 of Regulation S-X at the start
     of any delayed offering or throughout a continuous offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment

                                        6
7

by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, Registrant will, unless in
the opinion of the counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                        7
8

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Ann Arbor, Michigan, on the 4th day of January,
1999.

                          OMEGA WORLDWIDE, INC.

                          By: /s/ Essel W. Bailey, Jr.
                             -------------------------------------
                                     Essel W. Bailey, Jr.
                             President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

         Signatures                  Title                   Date
         ----------                  -----                   ----

/s/ Essel W. Bailey, Jr.     President, Chief          January 4, 1999
-------------------------      Executive Officer,
   Essel W. Bailey, Jr.        and Director
                               (principal executive
                               officer)

/s/ David A. Stover          Vice President and Chief  January 4, 1999
-------------------------      Financial Officer
    David A. Stover            (principal financial and
                               accounting officer)

/s/ Jacques Aigrain          Director                  January 4, 1999
-------------------------
     Jacques Aigrain

/s/ James E. Eden            Director                  January 4, 1999
-------------------------
     James E. Eden

/s/ Thomas F. Franke         Director                  January 4, 1999
-------------------------
    Thomas F. Franke

                                        8
9

/s/ Anil Gupta               Director                  January 4, 1999
-------------------------
    Anil Gupta

/s/ Harold J. Kloosterman    Director                  January 4, 1999
-------------------------
  Harold J. Kloosterman

/s/ Bernard J. Korman        Director                  January 4, 1999
-------------------------
   Bernard J. Korman

/s/ Edward Lowenthal         Director                  January 4, 1999
-------------------------
   Edward Lowenthal

/s/ Robert L. Parker         Director                  January 4, 1999
-------------------------
   Robert L. Parker

                                        9
10

                                 Exhibit Index
                                 -------------

Exhibit No.                   Description
-----------                   -----------

4.1       Omega Worldwide, Inc. 1997 Stock Option and Restricted Stock Plan, as
          amended and restated.

5.1       Opinion of Argue Pearson Harbison & Myers, LLP regarding validity of
          securities.

23.2      Consent of Ernst & Young, LLP.