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<SEC-DOCUMENT>0001157523-04-001634.txt : 20040219
<SEC-HEADER>0001157523-04-001634.hdr.sgml : 20040219
<ACCEPTANCE-DATETIME>20040219163741
ACCESSION NUMBER:		0001157523-04-001634
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		10
CONFORMED PERIOD OF REPORT:	20040218
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20040219

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LTC PROPERTIES INC
		CENTRAL INDEX KEY:			0000887905
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE INVESTMENT TRUSTS [6798]
		IRS NUMBER:				710720518
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-11314
		FILM NUMBER:		04616530

	BUSINESS ADDRESS:	
		STREET 1:		300 ESPLANADE DR STE 1860
		CITY:			OXNARD
		STATE:			CA
		ZIP:			93030
		BUSINESS PHONE:		8059818655

	MAIL ADDRESS:	
		STREET 1:		300 ESPLANADE DR SUITE 1860
		CITY:			OXNARD
		STATE:			CA
		ZIP:			93030
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a4576858.txt
<DESCRIPTION>LTC    8-K
<TEXT>
________________________________________________________________________________



                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  ____________


                                    FORM 8-K


                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                      The Securities Exchange Act of 1934


                       Date of Report: February 18, 2004
                       (Date of earliest event reported)
                                  ____________


                              LTC PROPERTIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)



        MARYLAND                    1-11314                    71-0720518
 (State of Incorporation or   (Commission File Number)      (I.R.S. Employer
       Organization)                                       Identification No.)


                       22917 Pacific Coast Hwy, Suite 350
                            Malibu, California 90265
                                 (310) 455-6010
              (Address of Principal Executive Offices and Zip Code)


________________________________________________________________________________

<PAGE>


ITEM 5.  OTHER EVENTS

     In conjunction with this Current Report we are filing a Prospectus
Supplement pursuant to Rule 424(b) of the Securities Act of 1933, as amended,
which is incorporated herein by reference. The Prospectus Supplement describes
the issuance and sale to the public of 4 million shares of our 8.0% Series F
Cumulative Preferred Stock (the "Series F Preferred Stock") in a registered
direct placement at $25.00 per share. Net proceeds to the Company, after fees
and expenses, are expected to be approximately $98.5 million. The Series F
Preferred Stock has no stated maturity and may be redeemed by the Company on or
after February 23, 2009.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)       Exhibits
          ________


          4.1  Articles Supplementary Classifying the Series F Preferred Stock
               of the Registrant

          5.1  Opinion of Ballard, Spahr, Andrews & Ingersoll, LLP regarding the
               legality of the Series F Preferred Stock being registered

          8.1  Tax Opinion of Reed Smith, LLP

          10.1 Form of Purchase Agreement dated as of February 18, 2004 by and
               between the Registrant and the purchasers of the Series F
               Preferred Stock (Initial Closing)

          10.2 Form of Purchase Agreement dated as of February 18, 2004 by and
               between the Registrant and the purchasers of the Series F
               Preferred Stock (Final Closing)

          10.3 Placement Agent Agreement dated as of February 18, 2004 by and
               between the Registrant and Cohen & Steers Capital Advisors, LLC.

          12.1 Statement regarding Computation of Ratios of Earnings to Fixed
               Charges and Combined Earnings to Fixed Charges and Preferred
               Stock Dividends

          23.1 Consent of Ballard, Spahr, Andrews & Ingersoll, LLP (contained in
               Exhibit 5.1)

          23.2 Consent of Reed Smith, LLP (contained in Exhibit 8.1)

          23.3 Consent of Ernst & Young LLP, Independent Auditors

          99.1 Press Release dated February 18, 2004

<PAGE>

                                    SIGNATURE


     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.

February 19, 2004             LTC PROPERTIES, INC.
                                       ("Registrant")


                              By:  /s/ Wendy L. Simpson
                                   _____________________________________________
                                   Wendy L. Simpson,
                                   Vice Chairman and Chief Financial Officer
                                   (Principal Financial and Accounting Officer)



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>a4576858_ex41.txt
<DESCRIPTION>LTC   EXHIBIT 4.1
<TEXT>


                                   EXHIBIT 4.1

                              LTC PROPERTIES, INC.
                       ARTICLES SUPPLEMENTARY CLASSIFYING
                               4,000,000 SHARES OF
                     8% SERIES F CUMULATIVE PREFERRED STOCK

     LTC Properties, Inc., a Maryland corporation (the "Company"), certifies to
the Maryland State Department of Assessments and Taxation (the "Department")
that:

     FIRST: Pursuant to the authority expressly vested in the Board of Directors
of the Company by Article SEVENTH of the Company's Articles of Amendment and
Restatement filed with the Department on August 3, 1992, as amended and
supplemented (the "Charter"), and Section 2-105 of the Maryland General
Corporation Law ("MGCL"), the Board of Directors has, by unanimous written
consent dated February 17, 2004, adopted resolutions classifying and designating
a separate series of authorized but unissued Preferred Stock (as defined in the
Charter) to consist of a maximum of 4,000,000 shares of Preferred Stock, setting
certain of the preferences, conversion and other rights, voting powers,
restrictions, qualifications and terms and conditions of redemption of such
separate series of Preferred Stock, providing for the issuance of a maximum of
4,000,000 shares of such series of Preferred Stock and, pursuant to the powers
contained in the bylaws of the Company (the "Bylaws") and the MGCL, appointing a
committee (the "Preferred Stock Terms Committee") of the Board of Directors and
delegating to the Preferred Stock Terms Committee, to the fullest extent
permitted by Maryland law and the Charter and Bylaws of the Company, all powers
of the Board of Directors with respect to classifying, designating and setting
of the preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends and other distributions, qualifications and terms
and conditions of redemption of such series of Preferred Stock and determining
the number of shares of such series of Preferred Stock (not in excess of the
aforesaid maximum number) to be classified and issued and the price and other
terms and conditions upon which shares of such series of Preferred Stock are to
be offered, sold and issued.

     SECOND: Pursuant to the authority conferred upon the Preferred Stock Terms
Committee as aforesaid, the Preferred Stock Terms Committee has, by unanimous
written consent, duly adopted resolutions classifying 4,000,000 shares of
authorized but unissued Preferred Stock as the aforesaid series of Preferred
Stock, designating such series as "8% Series F Cumulative Preferred Stock",
setting the preferences, conversion and other rights, voting powers,
restrictions and limitations as to dividends, qualifications and terms and
conditions of redemption of such 8% Series F Cumulative Preferred Stock (to the
extent not set by the Board of Directors in the resolutions referred to in
Article FIRST of these Articles Supplementary) and authorizing the issuance of
up to 4,000,000 shares of 8% Series F Cumulative Preferred Stock.

     THIRD: The series of Preferred Stock of the Company created by the
resolutions duly adopted by the Board of Directors of the Company and by the
Preferred Stock Terms Committee and referred to in Articles FIRST and SECOND of
these Articles Supplementary shall have the following designation, number of
shares, preferences, conversion and other rights, voting powers, restrictions
and limitations as to dividends, qualifications, terms and conditions of
redemption and other terms and conditions which, upon any restatement of the
Charter, shall be made a part of Article SEVENTH of the Charter, with any
necessary or appropriate changes to the enumeration or lettering of sections or
subsections thereof:


                                       1
<PAGE>

1.   Designation and Number. A series of Preferred Stock, designated the "8%
     Series F Cumulative Preferred Stock" (the "Series F Preferred Stock"), is
     hereby established. The number of shares of the Series F Preferred Stock
     shall be 4,000,000.

2.   Maturity. The Series F Preferred Stock has no stated maturity and will not
     be subject to any sinking fund or mandatory redemption.

3.   Rank. The Series F Preferred Stock will, with respect to dividend rights
     and rights upon liquidation, dissolution or winding up of the Company, rank
     (i) senior to all classes or series of Common Stock of the Company, the
     Series D Junior Participating Preferred Stock and to all equity securities
     ranking junior to the Series F Preferred Stock with respect to dividend
     rights or rights upon liquidation, dissolution or winding up of the
     Company; (ii) on a parity with the 9.5% Series A Cumulative Preferred Stock
     ("Series A Preferred Stock"), the 9.0% Series B Cumulative Preferred Stock
     ("Series B Preferred Stock"), the 8.5% Series C Cumulative Convertible
     Preferred Stock ("Series C Preferred Stock"), and the 8.5% Series E
     Cumulative Convertible Preferred Stock ("Series E Preferred Stock"), and
     with all equity securities issued by the Company the terms of which
     specifically provide that such equity securities rank on a parity with the
     Series F Preferred Stock with respect to dividend rights or rights upon
     liquidation, dissolution or winding up of the Company; and (iii) junior to
     all existing and future indebtedness of the Company. The term "equity
     securities" does not include convertible debt securities, which will rank
     senior to the Series F Preferred Stock prior to conversion.

4.   Dividends.

     (a)  Holders of shares of the Series F Preferred Stock are entitled to
          receive, when and as declared by the Board of Directors, out of funds
          legally available for the payment of dividends, preferential
          cumulative cash dividends at the rate of 8% per annum of the
          Liquidation Preference (as defined below) per share (equivalent to a
          fixed annual amount of $2.00 per share). Dividends on the Series F
          Preferred Stock shall be cumulative from the date of original issue
          and shall be payable quarterly in arrears on or before the 15th day of
          April, July, October and January of each year, or, if not a business
          day, the next succeeding business day (each, a "Dividend Payment
          Date"). The first dividend, which will be paid on April 15, 2004, will
          be for less than a full quarter. Such dividend and any dividend
          payable on the Series F Preferred Stock for any partial dividend
          period will be computed on the basis of a 360-day year consisting of
          twelve 30-day months. Dividends will be payable to holders of record
          as they appear in the stock records of the Company at the close of
          business on the applicable record date, which shall be the last day of
          the calendar month first preceding the applicable Dividend Payment
          Date, or on such other date designated by the Board of Directors of
          the Company for the payment of dividends that is not more than 30 nor
          less than 10 days prior to such Dividend Payment Date (each, a
          "Dividend Record Date"). Notwithstanding any provision to the contrary
          contained herein, each outstanding share of Series F Preferred Stock
          shall be entitled to receive, and shall receive, a dividend with
          respect to each Dividend Record Date equal to the dividend paid with
          respect to each other share of Series F Preferred Stock which is
          outstanding on such Dividend Record Date.



                                       2
<PAGE>


     (b)  No dividends on shares of Series F Preferred Stock shall be declared
          by the Board of Directors or paid or set apart for payment by the
          Company at such time as the terms and provisions of any agreement of
          the Company, including any agreement relating to its indebtedness,
          prohibits such declaration, payment or setting apart for payment or
          provides that such declaration, payment or setting apart for payment
          would constitute a breach thereof or a default thereunder, or if such
          declaration or payment shall be restricted or prohibited by law.

     (c)  Notwithstanding the foregoing, dividends on the Series F Preferred
          Stock will accrue whether or not the Company has earnings, whether or
          not there are funds legally available for the payment of such
          dividends and whether or not such dividends are declared. Accrued but
          unpaid dividends on the Series F Preferred Stock will not bear
          interest and holders of the Series F Preferred Stock will not be
          entitled to any distributions in excess of full cumulative
          distributions described above. Except as set forth in the next
          sentence, no dividends will be declared or paid or set apart for
          payment on any capital stock of the Company or any other series of
          Preferred Stock ranking, as to dividends, on a parity with or junior
          to the Series F Preferred Stock (other than a dividend in shares of
          the Company's Common Stock or in shares of any other class of stock
          ranking junior to the Series F Preferred Stock as to dividends and
          upon liquidation) for any period unless full cumulative dividends have
          been or contemporaneously are declared and paid or declared and a sum
          sufficient for the payment thereof is set apart for such payment on
          the Series F Preferred Stock for all dividend periods ending prior to
          or on the most recent past Dividend Payment Date. When dividends are
          not paid in full for all such dividend periods (or a sum sufficient
          for such full payment is not so set apart) upon the Series F Preferred
          Stock and the shares of any other series of Preferred Stock ranking on
          a parity as to dividends with the Series F Preferred Stock, all
          dividends declared upon the Series F Preferred Stock and any other
          series of Preferred Stock ranking on a parity as to dividends with the
          Series F Preferred Stock shall be declared pro rata so that the amount
          of dividends declared per share of Series F Preferred Stock and such
          other series of Preferred Stock shall in all cases bear to each other
          the same ratio that accrued dividends per share on the Series F
          Preferred Stock and such other series of Preferred Stock (which shall
          not include any accrual in respect of unpaid dividends for prior
          dividend periods if such Preferred Stock does not have a cumulative
          dividend) bear to each other.

     (d)  Except as provided in the immediately preceding paragraph, unless full
          cumulative dividends on the Series F Preferred Stock have been or
          contemporaneously are declared and paid or declared and a sum
          sufficient for the payment thereof is set apart for payment for all
          dividend periods ending prior to or on the most recent past Dividend
          Payment Date, no dividends (other than in shares of Common Stock or
          other shares of capital stock ranking junior to the Series F Preferred
          Stock as to dividends and upon liquidation) shall be declared or paid
          or set aside for payment nor shall any other distribution be declared
          or made upon the Common Stock, or any other capital stock of the
          Company ranking junior to or on a parity with the Series F Preferred
          Stock as to dividends or upon liquidation, nor shall any shares of
          Common Stock, or any other shares of capital stock of the Company
          ranking junior to or on a parity with the Series F Preferred Stock as
          to dividends or upon liquidation be redeemed, purchased or otherwise
          acquired for any consideration (or any moneys be paid to or made
          available for a sinking fund for the redemption of any such shares) by
          the Company (except by conversion into or exchange for other capital
          stock of the Company ranking junior to the Series F Preferred Stock as
          to dividends and upon liquidation or redemptions for the purpose of
          preserving the Company's qualification as a REIT). Holders of shares
          of the Series F Preferred Stock shall not be entitled to any dividend,
          whether payable in cash, property or stock, in excess of full
          cumulative dividends on the Series F Preferred Stock as provided
          above. Any dividend payment made on shares of the Series F Preferred
          Stock shall first be credited against the earliest accrued but unpaid
          dividend due with respect to such shares which remains payable.


                                       3
<PAGE>

5.   Liquidation Preference. Upon any voluntary or involuntary liquidation,
     dissolution or winding up of the affairs of the Company, the holders of
     shares of Series F Preferred Stock are entitled to be paid out of the
     assets of the Company legally available for distribution to its
     stockholders a liquidation preference of $25 per share (the "Liquidation
     Preference"), plus an amount equal to any accrued and unpaid dividends to
     the date of payment, but without interest, before any distribution of
     assets is made to holders of Common Stock or any other class or series of
     capital stock of the Company that ranks junior to the Series F Preferred
     Stock as to liquidation rights. The Company will promptly provide to the
     holders of Series F Preferred Stock written notice of any event triggering
     the right to receive such Liquidation Preference. After payment of the full
     amount of the Liquidation Preference, plus any accrued and unpaid dividends
     to which they are entitled, the holders of Series F Preferred Stock will
     have no right or claim to any of the remaining assets of the Company. The
     consolidation or merger of the Company with or into any other corporation,
     trust or entity or of any other corporation with or into the Company, or
     the sale, lease or conveyance of all or substantially all of the property
     or business of the Company, shall not be deemed to constitute a
     liquidation, dissolution or winding up of the Company.

     In determining whether a distribution (other than upon voluntary or
involuntary liquidation) by dividend, redemption or other acquisition of shares
of stock of the Company or otherwise is permitted under the MGCL, no effect
shall be given to amounts that would be needed if the Company would be dissolved
at the time of the distribution, to satisfy the preferential rights upon
distribution of holders of shares of stock of the Company whose preferential
rights upon distribution are superior to those receiving the distribution.

6.   Redemption.

     (a)  The Series F Preferred Stock is not redeemable prior to February 23,
          2009. On and after February 23, 2009, the Company, at its option upon
          not less than 30 nor more than 60 days' written notice, may redeem
          shares of the Series F Preferred Stock, in whole or in part, at any
          time or from time to time, for cash at a redemption price of $25 per
          share, plus all accrued and unpaid dividends thereon to the date fixed
          for redemption (except with respect to Excess Shares), without
          interest. Holders of Series F Preferred Stock to be redeemed shall
          surrender such Series F Preferred Stock at the place designated in
          such notice and shall be entitled to the redemption price and any
          accrued and unpaid dividends payable upon such redemption following
          such surrender. If notice of redemption of any shares of Series F
          Preferred Stock has been given and if the funds necessary for such
          redemption have been set aside by the Company in trust for the benefit
          of the holders of any shares of Series F Preferred Stock so called for
          redemption, then from and after the redemption date dividends will
          cease to accrue on such shares of Series F Preferred Stock, such
          shares of Series F Preferred Stock shall no longer be deemed
          outstanding and all rights of the holders of such shares will
          terminate, except the right to receive the redemption price. If less
          than all of the outstanding Series F Preferred Stock is to be
          redeemed, the Series F Preferred Stock to be redeemed shall be
          selected pro rata (as nearly as may be practicable without creating
          fractional shares) or by any other equitable method determined by the
          Company.

     (b)  Unless full cumulative dividends on all shares of Series F Preferred
          Stock shall have been or contemporaneously are declared and paid or
          declared and a sum sufficient for the payment thereof set apart for
          payment for all dividend periods ending prior to or on the most recent
          past Dividend Payment Date, no shares of Series F Preferred Stock
          shall be redeemed unless all outstanding shares of Series F Preferred
          Stock are simultaneously redeemed and the Company shall not purchase
          or otherwise acquire directly or indirectly any shares of Series F
          Preferred Stock (except by exchange for capital stock of the Company
          ranking junior to the Series F Preferred Stock as to dividends and
          upon liquidation); provided, however, that the foregoing shall not
          prevent the purchase by the Company of Excess Shares in order to
          ensure that the Company continues to meet the requirements for
          qualification as a REIT, or the purchase or acquisition of shares of
          Series F Preferred Stock pursuant to a purchase or exchange offer made
          on the same terms to holders of all outstanding shares of Series F
          Preferred Stock. So long as no dividends are in arrears, the Company
          shall be entitled at any time and from time to time to repurchase
          shares of Series F Preferred Stock in open-market transactions duly
          authorized by the Board of Directors and effected in compliance with
          applicable laws.


                                       4
<PAGE>

     (c)  Notice of redemption will be given by publication in a newspaper of
          general circulation in the City of New York, such publication to be
          made once a week for two successive weeks commencing not less than 30
          nor more than 60 days prior to the redemption date. A similar notice
          will be mailed by the Company, postage prepaid, not less than 30 nor
          more than 60 days prior to the redemption date, addressed to the
          respective holders of record of the Series F Preferred Stock to be
          redeemed at their respective addresses as they appear on the stock
          transfer records of the Company. No failure to give such notice or any
          defect therein or in the mailing thereof shall affect the validity of
          the proceedings for the redemption of any shares of Series F Preferred
          Stock except as to the holder to whom notice was defective or not
          given. Each notice shall state: (i) the redemption date; (ii) the
          redemption price; (iii) the number of shares of Series F Preferred
          Stock to be redeemed; (iv) the place or places where the Series F
          Preferred Stock is to be surrendered for payment of the redemption
          price; and (v) that dividends on the shares to be redeemed will cease
          to accrue on such redemption date. If less than all of the Series F
          Preferred Stock held by any holder is to be redeemed, the notice
          mailed to such holder shall also specify the number of shares of
          Series F Preferred Stock held by such holder to be redeemed.

     (d)  Immediately prior to any redemption of Series F Preferred Stock, the
          Company shall pay, in cash, any accumulated and unpaid dividends to
          the redemption date, unless a redemption date falls after a Dividend
          Record Date and prior to the corresponding Dividend Payment Date, in
          which case each holder of Series F Preferred Stock at the close of
          business on such Dividend Record Date shall be entitled to the
          dividend payable on such shares on the corresponding Dividend Payment
          Date notwithstanding the redemption of such shares before such
          Dividend Payment Date.

     (e)  Excess Shares may be redeemed, in whole or in part, at any time when
          outstanding shares of Series F Preferred Stock are being redeemed, for
          cash at a redemption price of $25 per share, but excluding accrued and
          unpaid dividends on such Excess Shares, without interest. Such Excess
          Shares shall be redeemed in such proportion and in accordance with
          such procedures as shares of Series F Preferred Stock are being
          redeemed.

7.   Voting Rights.

     (a)  Holders of the Series F Preferred Stock will not have any voting
          rights, except as set forth below.


                                       5
<PAGE>

     (b)  Whenever (i) dividends on any shares of Series F Preferred Stock or
          Series E Preferred Stock shall be in arrears for six or more quarterly
          periods, or (ii) dividends on any shares of Series A Preferred Stock
          or Series B Preferred Stock shall be in arrears for eighteen or more
          months (each of (i) and (ii) are hereinafter referred to as a
          "Preferred Dividend Default"), the number of directors then
          constituting the Board of Directors shall be increased by two (if not
          already increased by reason of a similar arrearage with respect to any
          Parity Preferred (as hereinafter defined)). The holders of shares of
          Series F Preferred Stock (voting separately as a class with all other
          series of Preferred Stock ranking on a parity with the Series F
          Preferred Stock as to dividends or upon liquidation including, but not
          limited to, the Series A Preferred Stock, the Series B Preferred Stock
          and the Series E Preferred Stock ("Parity Preferred") upon which like
          voting rights have been conferred and are exercisable) will be
          entitled to vote separately as a class, in order to fill the vacancies
          thereby created, for the election of a total of two additional
          directors of the Company (the "Preferred Stock Directors") at a
          special meeting called by the holders of record of at least 20% of the
          Series F Preferred Stock or the holders of record of at least 20% of
          any series of Parity Preferred so in arrears (unless such request is
          received less than 90 days before the date fixed for the next annual
          or special meeting of the stockholders) or at the next annual meeting
          of stockholders, and at each subsequent annual meeting until all
          dividends accumulated on such shares of Series F Preferred Stock,
          Series E Preferred Stock, Series A Preferred Stock and Series B
          Preferred Stock for the past dividend periods and the dividend for the
          then current dividend period shall have been fully paid or declared
          and a sum sufficient for the payment thereof set aside for payment. In
          the event the directors of the Company are divided into classes, each
          such vacancy shall be apportioned among the classes of directors to
          prevent stacking in any one class and to insure that the number of
          directors in each of the classes of directors, are as equal as
          possible. Each Preferred Stock Director, as a qualification for
          election as such (and regardless of how elected) shall submit to the
          Board of Directors of the Company a duly executed, valid, binding and
          enforceable letter of resignation from the Board of Directors, to be
          effective upon the date upon which all dividends accumulated on such
          shares of Series F Preferred Stock and Parity Preferred for the past
          dividend periods and the dividend for the then current dividend period
          shall have been fully paid or declared and a sum sufficient for the
          payment thereof set aside for payment, whereupon the terms of office
          of all persons elected as Preferred Stock Directors by the holders of
          the Series F Preferred Stock and any Parity Preferred shall, upon the
          effectiveness of their respective letters of resignation, forthwith
          terminate, and the number of directors then constituting the Board of
          Directors shall be reduced accordingly. A quorum for any such meeting
          shall exist if at least a majority of the outstanding shares of Series
          F Preferred Stock and shares of Parity Preferred upon which like
          voting rights have been conferred and are exercisable are represented
          in person or by proxy at such meeting. Such Preferred Stock Directors
          shall be elected upon the affirmative vote of a plurality of the
          shares of Series F Preferred Stock and such Parity Preferred present
          and voting in person or by proxy at a duly called and held meeting at
          which a quorum is present. If and when all accumulated dividends and
          the dividend for the then current dividend period on the Series F
          Preferred Stock, Series E Preferred Stock, Series A Preferred Stock
          and Series B Preferred Stock shall have been paid in full or declared
          and set aside for payment in full, the holders of shares of Series F
          Preferred Stock shall be divested of the foregoing voting rights
          (subject to revesting in the event of each and every Preferred
          Dividend Default) and, if all accumulated dividends and the dividend
          for the current dividend period have been paid in full or set aside
          for payment in full on all series of Parity Preferred upon which like
          voting rights have been conferred and are exercisable, the term of
          office of each Preferred Stock Director so elected shall terminate.
          Any Preferred Stock Director may be removed at any time with or
          without cause by, and shall not be removed otherwise than by the vote
          of the holders of record of a majority of the outstanding shares of
          the Series F Preferred Stock when they have the voting rights
          described above (voting separately as a class with all series of
          Parity Preferred upon which like voting rights have been conferred and
          are exercisable). So long as a Preferred Dividend Default shall
          continue, any vacancy in the office of a Preferred Stock Director may
          be filled by written consent of the Preferred Stock Director remaining
          in office, or if none remains in office, by a vote of the holders of
          record of a majority of the outstanding shares of Series F Preferred
          Stock when they have the voting rights described above (voting
          separately as a class with all series of Parity Preferred upon which
          like voting rights have been conferred and are exercisable). The
          Preferred Stock Directors shall each be entitled to one vote per
          director on any matter.


                                       6
<PAGE>

     (c)  So long as any shares of Series F Preferred Stock remain outstanding,
          the Company will not, without the affirmative vote or consent of the
          holders of at least two-thirds of the shares of the Series F Preferred
          Stock outstanding at the time, given in person or by proxy, either in
          writing or at a meeting (voting separately as a class), amend, alter
          or repeal the provisions of the Charter or these Articles
          Supplementary, whether by merger, consolidation or otherwise (an
          "Event"), so as to materially and adversely affect any right,
          preference, privilege or voting power of the Series F Preferred Stock
          or the holders thereof; provided, however, that with respect to the
          occurrence of any Event set forth above, so long as the Series F
          Preferred Stock (or any equivalent class or series of stock issued by
          the surviving corporation in any merger or consolidation to which the
          Company became a party) remains outstanding with the terms thereof
          materially unchanged, the occurrence of any such Event shall not be
          deemed to materially and adversely affect such rights, preferences,
          privileges or voting power of holders of the Series F Preferred Stock
          and provided, further that (i) any increase in the amount of the
          authorized Preferred Stock or the creation or issuance of any other
          series of Preferred Stock, or (ii) any increase in the amount of
          authorized shares of such series, in each case ranking on a parity
          with or junior to the Series F Preferred Stock with respect to payment
          of dividends or the distribution of assets upon liquidation,
          dissolution or winding up, shall not be deemed to materially and
          adversely affect such rights, preferences, privileges or voting
          powers.

     (d)  The foregoing voting provisions will not apply if, at or prior to the
          time when the act with respect to which such vote would otherwise be
          required shall be effected, all outstanding shares of Series F
          Preferred Stock shall have been redeemed or called for redemption upon
          proper notice and sufficient funds shall have been deposited in trust
          to effect such redemption.

     (e)  Except as expressly stated in these Articles Supplementary, the Series
          F Preferred Stock shall not have any relative, participating, optional
          or other special voting rights and powers and the consent of the
          holders thereof shall not be required for the taking of any corporate
          action, including but not limited to, any merger or consolidation
          involving the Company or a sale of all or substantially all of the
          assets of the Company, irrespective of the effect that such merger,
          consolidation or sale may have upon the rights, preferences or voting
          power of the holders of the Series F Preferred Stock.

8.   Conversion. The holders of Series F Preferred Stock shall not have any
     rights to convert such shares into, or exchange such shares for, shares of
     any other class or series of stock or any other securities of, or interest
     in, the Company.

9.   Limit on Ownership of Series F Preferred Stock; Excess Preferred Shares.
     Shares of Series F Preferred Stock shall be subject to the limitations on
     ownership and transfer set forth in Article NINTH of the Charter of the
     Company, including the applicable Limit (as defined in the Charter) and
     other provisions of Article NINTH of the Charter. Subject to the authority
     of the Board of Directors set forth in said Article NINTH, the Limit
     applicable to shares of the Series F Preferred Stock shall be the number of
     shares of Series F Preferred Stock that is equal to 9.8% of the then
     outstanding shares of Series F Preferred Stock.

     FOURTH: The Series F Preferred Stock has been classified and designated by
the Board of Directors of the Company under the authority contained in the
Charter.


                                       7
<PAGE>

     FIFTH: These Articles Supplementary have been approved by the Board of
Directors in the manner and by the vote required by law.

     SIXTH: The undersigned Chairman of the Board, President and Chief Executive
Officer of the Company acknowledges these Articles Supplementary to be the
corporate act of the Company and, as to all matters or facts required to be
verified under oath, the undersigned Chairman of the Board, President and Chief
Executive Officer of the Company acknowledges that to the best of his knowledge,
information and belief, these matters and facts are true in all material
respects and that this statement is made under the penalties of perjury.





                            [Signature Page Follows]



                                       8
<PAGE>


     IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to
be executed under seal in its name and on its behalf by its Chairman of the
Board, President and Chief Executive Officer and attested to by its Corporate
Secretary on this 19th day of February, 2004.

ATTEST:                                              LTC PROPERTIES, INC.



/s/ Alex J. Chavez                  By:    /s/ Andre C. Dimitriadis(SEAL)
___________________________                _____________________________________
Name:   Alex J. Chavez              Name:  Andre C. Dimitriadis
Title:  Corporate Secretary         Title: Chairman of the Board, President and
                                           Chief Executive Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>4
<FILENAME>a4576858_ex51.txt
<DESCRIPTION>LTC   EXHIBIT 5.1
<TEXT>
BALLARD SPAHR ANDREWS & INGERSOLL, LLP

LTC Properties, Inc.
February 19, 2004
Page 4

                                   EXHIBIT 5.1



              [LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL LLP]


                                February 19, 2004



LTC Properties, Inc.
Suite 350
22917 Pacific Coast Highway
Malibu, California  90265


         Re:   LTC Properties, Inc., a Maryland corporation (the "Company") -
               Issuance and Sale of up to Four Million (4,000,000) shares of the
               8% Series F Cumulative Preferred Stock of the Company par value
               one cent per share ($.01) (the "Shares"), pursuant to
               Registration Statement on Form S-3, as amended (Registration No.
               333-106555) (the "Registration Statement")


Ladies and Gentlemen:

     We have acted as special Maryland corporate counsel to the Company in
connection with the registration of the Shares under the Securities Act of 1933,
as amended (the "Act"), pursuant to the Registration Statement, which was filed
with the Securities and Exchange Commission (the "Commission") on June 27, 2003
and amended on July 10, 2003, August 29, 2003 and September 9, 2003. You have
requested our opinion with respect to the matters set forth below.

     In our capacity as special Maryland corporate counsel to the Company and
for the purposes of this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (collectively, the "Documents"):

          (i)  the corporate charter of the Company (the "Charter") represented
               by Articles of Incorporation filed with the State Department of
               Assessments and Taxation of Maryland (the "Department") on May
               12, 1992, Articles of Amendment and Restatement filed with the
               Department on August 3, 1992, Articles Supplementary filed with
               the Department on March 7, 1997, Articles of Amendment filed with
               the Department on June 26, 1997, Articles Supplementary filed
               with the Department on December 17, 1997, Articles Supplementary
               filed with the Department on September 2, 1998, Articles
               Supplementary filed with the Department on May 11, 2000, Articles
               Supplementary filed with the Department on June 24, 2003,
               Articles Supplementary filed with the Department on September 16,
               2003 and Articles Supplementary filed with the Department on
               February 19, 2004 (the "Series F Articles Supplementary");



                                       1
<PAGE>

          (ii) the Bylaws of the Company as adopted on May 15, 1992, ratified on
               or as of May 19, 1992, and amended on or as of October 17, 1995,
               September 1, 1998, May 2, 2000 and August 28, 2003, and in full
               force and effect on the date hereof (the "Bylaws");

         (iii) the minutes of the organizational action of the Board of
               Directors of the Company, dated as of May 19, 1992 (the
               "Organizational Minutes");

          (iv) resolutions adopted by the Board of Directors of the Company, or
               a committee thereof, on June 23, 2003, June 24, 2003, August 29,
               2003, September 8, 2003, September 15, 2003 January 26, 2004
               February 17, 2004 and February 18, 2004 (collectively, the
               "Directors' Resolutions");

          (v)  the Registration Statement, including all amendments thereto,
               filed by the Company with the Commission under the Act and the
               final base prospectus, dated September 12, 2003, and the related
               final prospectus supplement, dated February 19, 2004;

          (vi) a status certificate of the Department, dated February 19, 2004,
               to the effect that the Company is duly incorporated and existing
               under the laws of the State of Maryland and is duly authorized to
               transact business in the State of Maryland;

         (vii) a certificate of Andre C. Dimitriadis, Chairman of the Board of
               Directors, President and Wendy L. Simpson, Vice Chairman of the
               Board of Directors and Chief Financial Officer of the Company,
               dated as of the date hereof (the "Officers' Certificate"), to the
               effect that, among other things, the Charter, the Bylaws, the
               Organizational Minutes and the Directors' Resolutions are true,
               correct and complete, have not been rescinded or modified and are
               in full force and effect on the date of the Officers'
               Certificate; and

        (viii) such other documents and matters as we have deemed necessary
               and appropriate to render the opinions set forth in this letter,
               subject to the limitations, assumptions, and qualifications noted
               below.

     In reaching the opinions set forth below, we have assumed the following:


                                       2
<PAGE>

     (a)  each person executing any of the Documents on behalf of any party
          (other than the Company) is duly authorized to do so;

     (b)  each natural person executing any of the Documents is legally
          competent to do so;

     (c)  any of the Documents submitted to us as originals are authentic; the
          form and content of any Documents submitted to us as unexecuted drafts
          do not differ in any respect relevant to this opinion from the form
          and content of such documents as executed and delivered; any of the
          Documents submitted to us as certified, facsimile or photostatic
          copies conform to the original document; all signatures on all of the
          Documents are genuine; all public records reviewed or relied upon by
          us or on our behalf are true and complete; all statements and
          information contained in the Documents are true and complete; there
          has been no modification of, or amendment to, any of the Documents,
          and there has been no waiver of any provision of any of the Documents
          by action or omission of the parties or otherwise;

     (d)  none of the Shares will be issued or transferred in violation of the
          provisions of Article Ninth of the Charter of the Company captioned
          "Limitations on Ownership"; and

     (e)  the issuance and delivery of the Shares will not constitute a Business
          Combination with an Interested Stockholder or an Affiliate thereof
          (all as defined in Subtitle 6 of Title 3 of the Maryland General
          Corporation Law (the "MGCL"));

     Based on our review of the foregoing and subject to the assumptions and
qualifications set forth herein, it is our opinion that, as of the date of this
letter:

     (1)  The Company has been duly incorporated and is validly existing as a
          corporation in good standing under the laws of the State of Maryland.

     (2)  The issuance of the Shares has been duly authorized by all necessary
          corporate action on the part of the Company and when such Shares are
          issued and delivered by the Company in exchange for the consideration
          therefor as provided in the Directors' Resolutions, such Shares will
          be validly issued, fully paid and non-assessable.

     The foregoing opinion is limited to the laws of the State of Maryland, and
we do not express any opinion herein concerning any other law. We express no
opinion as to the applicability or effect of any federal or state securities
laws, including the securities laws of the State of Maryland, or as to federal
or state laws regarding fraudulent transfers. To the extent that any matter as
to which our opinion is expressed herein would be governed by any jurisdiction
other than the State of Maryland, we do not express any opinion on such matter.


                                       3
<PAGE>

     This opinion letter is issued as of the date hereof and is necessarily
limited to laws now in effect and facts and circumstances presently existing and
brought to our attention. We assume no obligation to supplement this opinion
letter if any applicable laws change after the date hereof, or if we become
aware of any facts or circumstances that now exist or that occur or arise in the
future and may change the opinions expressed herein after the date hereof.

     We consent to your filing this opinion as an exhibit to the Registration
Statement and further consent to the filing of this opinion as an exhibit to the
applications to securities commissioners for the various states of the United
States for registration of the Shares. We also consent to the identification of
our firm as Maryland counsel to the Company in the section of the Registration
Statement entitled "Legal Matters." In giving this consent, we do not admit that
we are within the category of persons whose consent is required by Section 7 of
the Act.

                                                          Very truly yours,



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8.1
<SEQUENCE>5
<FILENAME>a4576858_ex81.txt
<DESCRIPTION>LTC   EXHIBIT 8.1
<TEXT>
                                                                  Exhibit 8.1


                         [LETTERHEAD OF REED SMITH LLP]


February 18, 2004


LTC Properties, Inc.
22917 Pacific Coast Highway, Suite 350
Malibu, California 90265


Re:      Federal Income Tax Considerations

Ladies and Gentlemen:

     This opinion is furnished to you at the request of LTC Properties, Inc., a
Maryland corporation (the "Company"), in connection with the offering of
4,000,000 shares of Series F Preferred Stock of the Company (the "Shares")
pursuant to the Company's prospectus dated February 18, 2004 (the "Prospectus")
included in the Company's Registration Statement on Form S-3, as amended by
Post-effective Amendment No. 1 to such Registration Statement (as so amended,
the "Registration Statement"), as filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended.

     You have requested our opinion concerning certain of the federal income tax
consequences to the Company and the purchasers of the Shares in connection with
the offering described above. This opinion is based on various facts and
assumptions, including the facts set forth in the Registration Statement and the
Prospectus concerning the business, properties and governing documents of the
Company. We have also been furnished with, and with your consent have relied
upon, certain representations made by the Company with respect to certain
factual matters. The Company's representation letter is attached to this opinion
as an Exhibit.

     In our capacity as counsel to the Company, we have made such legal and
factual examinations and inquiries, including an examination of originals or
copies certified or otherwise identified to our satisfaction of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate for purposes of this opinion. In our examination, we have assumed
the authenticity of all documents submitted to us as originals, the genuineness
of all signatures thereon, the legal capacity of natural persons executing such
documents and the conformity to authentic original documents of all documents
submitted to us as copies.

     We are opining herein as to the effect on the subject transaction only of
the federal income tax laws of the United States and we express no opinion with
respect to the applicability thereto, or the effect thereon, of other federal
laws, the laws of any state or other jurisdiction or as to any matters of
municipal law or the laws of any other local agencies within any state.

     Based on such facts, assumptions and representations and subject to
qualifications set forth below, it is our opinion that:



    1. Commencing with the Company's taxable year ending December 31, 1992, the
Company has been organized in conformity with the requirements for qualification
as a "real estate investment trust," and its proposed method of operation, as
described in the representations by the Company will enable the Company to
satisfy the requirements for qualification and taxation as a "real estate
investment trust" under the Internal Revenue Code of 1986 (the "Code").

<PAGE>

     2. The statements in the Company's Annual Report on Form 10-K for the year
ended December 31, 2002 set forth under the caption "Taxation of Our Company"
and in the Prospectus under the captions "Additional federal income tax
considerations" and "Certain US Federal Income Tax Considerations" to the extent
such information constitutes matters of law, summaries of legal matters, or
legal conclusions, have been reviewed by us and are accurate in all material
respects.

     No opinion is expressed as to any matter not discussed herein.

     This opinion is based on various statutory provisions, regulations
promulgated thereunder and interpretations thereof by the Internal Revenue
Service and the courts having jurisdiction over such matters, all of which are
subject to change either prospectively or retroactively. Also, any variation or
difference in the facts from those set forth in the Registration Statement, the
Company's Annual Report on Form 10-K for the year ended December 31, 2002, or
the Company's representations may affect the conclusions stated herein.
Moreover, the Company's qualification and taxation as a real estate investment
trust depends upon the Company's ability to satisfy, through actual annual
operating results, distribution levels and diversity of stock ownership, the
various qualification tests imposed under the Code, the results of which have
not been and will not be reviewed by us. Accordingly, no assurance can be given
that the actual results of the Company's operation for any one taxable year will
satisfy such requirements.

     This opinion is rendered only to you, and is solely for your use in
connection with the issuance of the Shares pursuant to the Registration
Statement and the Prospectus. This opinion may not be relied upon by you for any
other purpose, or furnished to, quoted to, or relied upon by any other person,
firm or corporation, for any purpose, without our prior written consent. We
undertake no obligation to update this opinion if applicable laws change after
the date hereof or if we become aware after the date hereof of any facts that
may change the opinions expressed herein. We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement and to the use of our
name under the caption "Legal Matters" in the Registration Statement and the
Prospectus.



                                                              Very truly yours,

                                                              /s/ Reed Smith LLP



SWR/LNH/dah


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>6
<FILENAME>a4576868ex101.txt
<DESCRIPTION>LTC   EXHIBIT 10.1
<TEXT>
                                       [Form of 2/23 Closing Purchase Agreement]




                                  EXHIBIT 10.1


                               PURCHASE AGREEMENT


     This Purchase Agreement (this "Agreement"),  dated as of February 18, 2004,
is by and among LTC Properties,  Inc., a Maryland  corporation  (the "Company"),
each Purchaser listed under the heading "Direct Purchasers" on Schedule A (each,
a  "Direct  Purchaser"),  each  Investment  Adviser  listed  under  the  heading
"Investment  Advisers" on the  signature  pages  hereto  (each,  an  "Investment
Adviser")  who are entering into this  Agreement on behalf of themselves  (as to
paragraph  5 of  this  Agreement)  and  those  Purchasers  which  are a fund  or
individual or other investment advisory client of such Investment Adviser listed
under  their  respective  names on  Schedule  B  (each,  a  "Client"),  and each
Broker-Dealer  listed on Schedule C (each, a "Broker-Dealer")  which is entering
into this  Agreement on behalf of itself (as to  paragraph 6 of this  Agreement)
and those  Purchasers  which are customers for which it has power of attorney to
sign listed under their  respective  names on Schedule C (each,  a  "Customer").
Each of the Customers,  Direct  Purchasers and Clients are referred to herein as
individually, a "Purchaser" and collectively, the "Purchasers."

     WHEREAS,  the  Purchasers  desire to  purchase  from the  Company (or their
Investment  Advisers and Broker-Dealers  desire to purchase on their behalf from
the Company),  and the Company  desires to issue and sell to each  Purchaser the
number  of  shares  of  beneficial  interest  of the  Company's  8.0%  Series  F
Cumulative  Preferred Stock, par value $0.01 per share (the "Preferred Shares"),
set forth  opposite  the name of each  Purchaser  on Schedule  A,  Schedule B or
Schedule C, as the case may be.

     NOW,  THEREFORE,  in consideration of the mutual promises herein contained,
the parties hereto agree as follows:

     1.  Purchase  and Sale.  Subject to the terms and  conditions  hereof,  the
Investment  Advisers and the  Broker-Dealers  (on behalf of Purchasers which are
Clients and Customers,  respectively)  and the other Purchasers hereby severally
and not jointly  agree to purchase from the Company,  and the Company  agrees to
issue and sell to the  several  Purchasers  the number of  Preferred  Shares set
forth next to such  Purchaser's name on Schedule A, Schedule B or Schedule C, as
the case may be, at a price per share of $25.00 for an aggregate purchase amount
in an amount  set forth on  Schedule  D hereof  (the  "Purchase  Price")  at the
Closing (as defined below).

     2.  Representations and Warranties of Purchaser.  Each Purchaser represents
and warrants with respect to itself that:

     (a) Due Authorization. Such Purchaser has full power and authority to enter
into this Agreement and is duly  authorized to purchase the Preferred  Shares in
the amount set forth  opposite its name on Schedule A, Schedule B or Schedule C,
as the case may be. This  Agreement has been duly  authorized by such  Purchaser
and  duly  executed  and  delivered  by or on  behalf  of such  Purchaser.  This
Agreement  constitutes a legal,  valid and binding  agreement of such Purchaser,
enforceable against such Purchaser in accordance with its terms except as may be
limited by (i) the effect of bankruptcy, insolvency, reorganization,  moratorium
or other  similar  laws  relating  to or  affecting  the rights or  remedies  of
creditors  or  (ii)  the  effect  of  general  principles  of  equity,   whether
enforcement is considered in a proceeding in equity or at law and the discretion
of  the  court  before  which  any  proceeding  therefor  may  be  brought  (the
"Enforceability Exceptions").

<PAGE>


     (b)  Prospectus and  Prospectus  Supplement.  Such Purchaser has received a
copy of the Company's Basic Prospectus dated September 12, 2003, the preliminary
prospectus  supplement  dated  February 17, 2004 and the  Prospectus  Supplement
dated February 18, 2004 (each as defined below).

     (c) Ownership of Excess Shares of Capital Stock.  As of the date hereof and
after giving effect to the  transaction  contemplated  hereby,  such  Purchaser,
together  with  its  subsidiaries  and  affiliates,  does  not own  directly  or
indirectly  more than 9.8% in  number  of  shares  or value,  whichever  is more
restrictive,  of any class or series of the issued and outstanding capital stock
of the Company.  Purchaser  expressly  acknowledges  that the  provisions of the
Company's Articles of Incorporation, as amended or supplemented (the "Charter"),
in general,  and the Articles  Supplementary  relating to the  Preferred  Shares
("Articles Supplementary"),  in particular,  prohibit the ownership by Purchaser
(together with its subsidiaries  and affiliates)  directly or indirectly of more
than 9.8% of the number of issued and outstanding  Preferred Shares and not more
than 9.8% of the number of issued and  outstanding  shares of any other class or
series of the Company's  capital stock and, in the event  Purchaser's  Preferred
Shares acquired pursuant to this Agreement or otherwise constitute Excess Shares
(as  defined in the  Charter),  the Company  may  repurchase  such number of the
Purchaser's  Preferred  Shares  on  the  terms  set  forth  in the  Charter  and
referenced in the Articles  Supplementary  as is necessary to cause Purchaser to
thereafter not own any Excess Shares.

     3.  Representations  and Warranties of Company.  The Company represents and
warrants that:

     (a) The  Company  meets  the  requirements  for use of Form S-3  under  the
Securities  Act of 1933,  as  amended  (the  "Act")  and meets the  requirements
pursuant to the standards for such Form as were in effect  immediately  prior to
October 21, 1992.  The Company's  Registration  Statement (as defined below) was
declared  effective by the SEC (as defined below) and the Company has filed such
post-effective  amendments thereto as may be required under applicable law prior
to the execution of this Agreement and each such post-effective amendment became
effective.  The SEC has not issued, nor to the Company's knowledge,  has the SEC
threatened  to issue or  intends  to issue,  a stop  order  with  respect to the
Registration  Statement,  nor  has  it  otherwise  suspended  or  withdrawn  the
effectiveness  of the  Registration  Statement  or to the  Company's  knowledge,
threatened to do so, either  temporarily or  permanently,  nor, to the Company's
knowledge,  does it intend to do so. On the  effective  date,  the  Registration
Statement complied in all material respects with the requirements of the Act and
the rules and regulations promulgated under the Act (the "Regulations");  at the
effective  date the Basic  Prospectus (as defined  below)  complied,  and at the
Closing the Prospectus (as defined below) will comply,  in all material respects
with  the  requirements  of the  Act  and the  Regulations;  each  of the  Basic


                                       2
<PAGE>

Prospectus  and the  Prospectus  as of its date and at the Closing Date did not,
does not and will not contain an untrue  statement of a material fact or omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements therein not misleading;  provided,  however, that the representations
and warranties in this subsection  shall not apply to statements in or omissions
from the  Prospectus  made in reliance upon and in conformity  with  information
furnished  to the  Company in writing by or on behalf of any of the  Purchasers,
Cohen & Steers  Capital  Advisors,  LLC, in its  capacity as  placement  advisor
("Placement  Advisor"),  any Investment  Advisers or  Broker-Dealers,  or any of
their  respective  affiliates,  expressly for use in the Prospectus.  As used in
this Agreement,  the term "Registration  Statement" means the shelf registration
statement  on Form S-3 (File  No.  333-106555),  as  amended  by  Post-Effective
Amendment No. 1 thereto,  as declared  effective by the  Securities and Exchange
Commission (the "SEC"), including exhibits, financial statements,  schedules and
documents  incorporated by reference therein.  The term "Basic Prospectus" means
the  prospectus  included  in the  Registration  Statement,  as  amended,  or as
supplemented  and  filed  with the SEC  pursuant  to Rule 424  under  the Act in
connection with the sale of the Preferred Shares hereunder. The term "Prospectus
Supplement"  means  the  prospectus  supplement  specifically  relating  to  the
Preferred  Shares as to be filed with the SEC pursuant to Rule 424 under the Act
in  connection  with  the  sale of the  Preferred  Shares  hereunder.  The  term
"Prospectus"  means the Basic  Prospectus  and the Prospectus  Supplement  taken
together.  The term  "preliminary  prospectus"  means  any  form of  preliminary
prospectus  used in  connection  with the  marketing  of the  Preferred  Shares,
including the preliminary  prospectus  supplement  dated as of February 17, 2004
and the Basic Prospectus used with any such preliminary prospectus supplement in
connection  with the  marketing of the Preferred  Shares.  Any reference in this
Agreement to the  Registration  Statement,  the  Prospectus  or any  preliminary
prospectus shall be deemed to refer to and include the documents incorporated by
reference  therein as of the date  hereof or the date of the  Prospectus  or any
preliminary  prospectus  as the case may be,  and any  reference  herein  to any
amendment or supplement to the  Registration  Statement,  the  Prospectus or any
preliminary  prospectus  shall be deemed to refer to and include  any  documents
filed after such date and through the date of such amendment or supplement under
the  Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  and so
incorporated by reference.

     (b) Since  the date as of which  information  is given in the  Registration
Statement and the Prospectus,  except as otherwise stated therein, (i) there has
been no material  adverse change or any  development  which could  reasonably be
expected to give rise to a prospective  material  adverse change in or affecting
the condition,  financial or otherwise, or in the earnings, business affairs or,
to  the  Company's  knowledge,   business  prospects  of  the  Company  and  the
subsidiaries  of the  Company,  if any (the  "Subsidiaries")  considered  as one
enterprise,  whether or not arising in the  ordinary  course of  business,  (ii)
there  have  been no  transactions  entered  into by the  Company  or any of its
Subsidiaries,  other than those in the ordinary  course of  business,  which are
material  with  respect to the Company and its  Subsidiaries  considered  as one
enterprise,  and (iii) other than regular quarterly dividends, there has been no
dividend or  distribution  of any kind declared,  paid or made by the Company on
any class of its shares of equity securities.


                                       3
<PAGE>

     (c) The Company has been duly  organized  as a  corporation  and is validly
existing in good standing  under the laws of the State of Maryland.  Each of the
Subsidiaries  of the Company has been duly organized and is validly  existing in
good standing under the laws of its  jurisdiction of  organization.  Each of the
Company and its  Subsidiaries  has the required  power and  authority to own and
lease its properties and to conduct its business as described in the Prospectus;
and each of the  Company  and its  Subsidiaries  is duly  qualified  to transact
business in each jurisdiction in which such  qualification is required,  whether
by reason of the  ownership  or leasing of property or the conduct of  business,
except where the failure to so qualify would not have a material  adverse effect
on the condition,  financial or otherwise, or the earnings, business affairs or,
to  the  Company's  knowledge,   business  prospects  of  the  Company  and  its
Subsidiaries considered as one enterprise.

     (d) As of the date  hereof,  the  authorized  capital  stock of the Company
consisted of 35,000,000  shares of Common Stock,  par value $0.01 per share (the
"Common Stock"),  and 15,000,000  shares of Preferred Stock, par value $0.01 per
share,  of which  18,002,443  shares of Common Stock,  1,838,520  shares of 9.5%
Series A Cumulative Preferred Stock (the "Series A Preferred Shares"), 1,988,000
shares of 9.0%  Series B  Cumulative  Preferred  Stock (the  "Series B Preferred
Shares"),  2,000,000  shares of 8.5% Series C Cumulative  Convertible  Preferred
Stock  (the  "Series  C  Preferred  Shares"),  no  shares  of  Series  D  Junior
Participating  Preferred  Stock (the "Series D Preferred  Shares") and 2,200,000
8.5% Series E Cumulative  Convertible  Preferred  Stock (the "Series E Preferred
Shares") are issued and  outstanding  as of such date (without  giving effect to
any preferred shares issued or to be issued as contemplated by this Agreement or
the  application  of the  proceeds  of the  offering  contemplated  hereby)  and
6,933,480 preferred shares are authorized and unissued of which 4,000,000 shares
will be designated as Preferred Shares. The issued and outstanding shares of the
Company  have been duly  authorized  and  validly  issued and are fully paid and
non-assessable;  the Preferred Shares have been duly authorized, and when issued
in accordance  with the terms of the Articles  Supplementary  (as defined below)
and delivered as contemplated  hereby,  will be validly  issued,  fully paid and
non-assessable;  the Preferred  Shares,  the Common Stock and the Series A, B, C
and E Preferred Stock of the Company conform to all statements  relating thereto
contained in the  Prospectus;  and the issuance of the  Preferred  Shares is not
subject to preemptive or other similar rights.

     (e) Neither the Company nor any of its  Subsidiaries is in violation of its
organizational  documents or in default in the  performance or observance of any
obligation, agreement, covenant or condition contained in any material contract,
indenture,  mortgage,  loan  agreement,  note,  lease  or  other  instrument  or
agreement to which the Company or any of its Subsidiaries is a party or by which
it or any of them are bound,  or to which any of the  property  or assets of the
Company or any of its  Subsidiaries  is subject,  except where such violation or
default would not have a material adverse effect on the condition,  financial or
otherwise,  or the earnings,  business  affairs or, to the Company's  knowledge,
business  prospects  of the  Company  and  its  Subsidiaries  considered  as one
enterprise;  and the execution,  delivery and performance of this Agreement, the
execution  and  filing  of the  Articles  Supplementary,  and the  issuance  and
delivery  of the  Preferred  Shares  and the  consummation  of the  transactions
contemplated  herein have been duly authorized by all necessary  action and will
not conflict with or constitute a material breach of, or material default under,
or result in the creation or imposition of any lien,  charge or encumbrance upon
any  material  property  or assets  of the  Company  or any of its  Subsidiaries


                                       4
<PAGE>

pursuant to, any material contract,  indenture,  mortgage, loan agreement, note,
lease or other  instrument  or  agreement  to which  the  Company  or any of its
Subsidiaries is a party or by which it or any of them are bound, or to which any
of the property or assets of the Company or any of its  Subsidiaries is subject,
nor will any such  action  result  in any  violation  of the  provisions  of the
Articles of  Incorporation  of the Company,  as amended and  supplemented by the
Articles Supplementary, by-laws or other organizational documents of the Company
or  any  of  its   Subsidiaries  or  any  law,   administrative   regulation  or
administrative or court decree applicable to the Company.

     (f) The  Company is  organized  in  conformity  with the  requirements  for
qualification  and, as of the date hereof and as of the  Closing,  operates in a
manner that qualifies it as a "real estate  investment trust" under the Internal
Revenue Code of 1986, as amended,  and the rules and regulations  thereunder and
will be so qualified after giving effect to the sale of the Preferred Shares.

     (g) The  Company is not  required  to be  registered  under the  Investment
Company Act of 1940, as amended.

     (h) No legal or  governmental  proceedings are pending to which the Company
or any of its Subsidiaries is a party or to which the property of the Company or
any of its  Subsidiaries  is subject  that are  required to be  described in the
Registration  Statement or the Prospectus and are not described therein,  and no
such  proceedings  have  been  threatened  against  the  Company  or  any of its
Subsidiaries  or with  respect to any of their  respective  properties  that are
required to be described in the Registration Statement or the Prospectus and are
not described therein.

     (i) No  authorization,  approval  or consent of or filing with any court or
United States federal or state governmental  authority or agency is necessary in
connection with the sale of the Preferred Shares  hereunder,  except (i) such as
may be required  under the Act or the  Regulations or state  securities  laws or
real estate  syndication laws and (ii) the filing of the Articles  Supplementary
as set forth in paragraph (l) below.

     (j) The Company and its Subsidiaries possess such certificates, authorities
or permits  issued by the  appropriate  state,  federal  or  foreign  regulatory
agencies or bodies  necessary  to conduct the  business  now  conducted by them,
except  where the failure to possess  such  certificates,  authority  or permits
would  not  have a  material  adverse  effect  on the  condition,  financial  or
otherwise,  or the earnings,  business  affairs or, to the Company's  knowledge,
business  prospects  of the  Company  and  its  Subsidiaries  considered  as one
enterprise.  Neither the Company nor any of its  Subsidiaries  has  received any


                                       5
<PAGE>

notice of  proceedings  relating to the revocation or  modification  of any such
certificate,  authority  or permit  which,  singly or in the  aggregate,  if the
subject of an  unfavorable  decision,  ruling or finding,  would  materially and
adversely  affect  the  condition,  financial  or  otherwise,  or the  earnings,
business  affairs or, to the  Company's  knowledge,  business  prospects  of the
Company and its Subsidiaries considered as one enterprise, nor, to the knowledge
of the Company, are any such proceedings threatened or contemplated.

     (k) The Company has full power and authority to enter into this  Agreement,
and this  Agreement  has been duly  authorized,  executed  and  delivered by the
Company and  constitutes  a legal,  valid and binding  agreement of the Company,
enforceable  against the Company in  accordance  with its terms except as may be
limited by the Enforceability Exceptions.

     (l)  The   Articles   Supplementary,   and  the  filing  of  the   Articles
Supplementary  with the State Department of Assessments and Taxation of Maryland
on behalf of the Company,  have each been duly  authorized  by the Company;  the
Articles  Supplementary  will be filed with the State  Department of Assessments
and  Taxation of  Maryland  on behalf of the Company  prior to the time that any
Preferred  Shares are issued  pursuant to this  Agreement and when so filed will
constitute  a  valid  and  legally   binding   supplement  to  the  Articles  of
Incorporation of the Company  enforceable against the Company in accordance with
its  terms,  except  as  enforceability  may be  limited  by the  Enforceability
Exceptions.

     (m) As of the dates set forth therein or  incorporated  by  reference,  the
Company  had  good and  marketable  title to all of the  properties  and  assets
reflected  in the audited  financial  statements  contained  in the  Prospectus,
subject to no lien, mortgage, pledge or encumbrance of any kind except (i) those
reflected in such financial  statements,  (ii) as are otherwise described in the
Prospectus,  (iii)  as do not  materially  adversely  affect  the  value of such
property or interests  or interfere  with the use made or proposed to be made of
such property or interests by the Company and each of its  Subsidiaries  or (iv)
which constitute customary provisions of mortgage loans secured by the Company's
properties  creating  obligations of the Company with respect to proceeds of the
properties,  environmental  liabilities and other customary  protections for the
mortgagees.

     (n) Neither the issuance, sale and delivery of the Preferred Shares nor the
application  of  the  proceeds  thereof  by  the  Company  as  described  in the
Prospectus will cause the Company to violate or be in violation of Regulation T,
U or X of the Board of  Governors  of the  Federal  Reserve  System or any other
regulation of such Board of Governors.

     (o) The  statements  set forth in the Basic  Prospectus  under the  caption
"Description of Preferred  Stock" and the statements set forth in the Prospectus
Supplement  under  the  caption  "Description  of Our  Capital  Stock--Series  F
Preferred  Stock,"  in  each  case,  in so far as  such  statements  purport  to
summarize  provisions of laws or documents  referred to therein,  are correct in
all  material  respects  and  fairly  present  the  information  required  to be
presented therein.


                                       6
<PAGE>

     4. Representation and Warranties of the Investment Advisers.  To induce the
Company to enter into this  Agreement,  each of the Investment  Advisers  hereby
represents and warrants that:

     (a) It is an  investment  adviser  duly  registered  with the SEC under the
Investment Advisers Act of 1940.

     (b) It has been duly  authorized to act as investment  adviser on behalf of
each Client on whose behalf it is signing this  Agreement (as  identified  under
the name of such  Investment  Adviser  on  Schedule  B hereto)  and has the sole
authority to make the investment decision to purchase Preferred Shares hereunder
on behalf of such Client.

     (c) It has the power and authority to enter into and execute this Agreement
on behalf of each of the Clients listed under its name on Schedule B hereto.

     (d) This Agreement has been duly  authorized,  executed and delivered by it
and,  assuming  it has been  duly  authorized,  executed  and  delivered  by the
Company,  constitutes a legal,  valid and binding  agreement of such  Investment
Adviser,  enforceable  against it in accordance  with its terms except as may be
limited by the Enforceability Exceptions.

     (e) It  has  received  a  copy  of the  Company's  Basic  Prospectus  dated
September 12, 2003 and Prospectus Supplement dated February 18, 2004.

     5.  Representation  and  Warranties  of the  Broker-Dealers.  To induce the
Company to enter into this Agreement, each Broker-Dealer represents and warrants
that:

     (a) It is duly registered and in good standing as a broker-dealer under the
Exchange  Act  and is  licensed  or  otherwise  qualified  to do  business  as a
broker-dealer with the National  Association of Securities Dealers,  Inc. and in
all  states  in  which it will  offer  any  Preferred  Shares  pursuant  to this
Agreement.

     (b) It has delivered a copy of the  Prospectus to each  Purchaser set forth
under its name on Schedule C hereto.

     (c) It has been granted a duly authorized  power-of-attorney to execute and
deliver this  Agreement on behalf of each Customer on whose behalf it is signing
this Agreement (as identified under the name of such Broker-Dealer on Schedule C
hereto) and such power has not been revoked.

     (d) This Agreement has been duly  authorized,  executed and delivered by it
and,  assuming  it has been  duly  authorized,  executed  and  delivered  by the
Company, constitutes a legal, valid and binding agreement of such Broker-Dealer,
enforceable  against it in accordance with its terms except as may be limited by
the Enforceability Exceptions.


                                       7
<PAGE>

     6. Conditions to Obligations of the Parties.  (a) The  Purchasers'  several
obligation  to purchase the  Preferred  Shares shall be subject to the following
conditions having been met:

     (i) the  representations  and  warranties  set  forth in  Section 3 of this
Agreement  shall be true and  correct  with the same  force and effect as though
expressly made at and as of the Closing,

     (ii) the  Purchasers  shall have  received an opinion  from  Ballard  Spahr
Andrews & Ingersoll,  LLP, special Maryland counsel to the Company,  dated as of
the date of the Closing, substantially in the form attached hereto as Exhibit A,

     (iii) the  Purchasers  shall have  received an opinion from Reed Smith LLP,
special securities counsel to the Company,  dated as of the date of the Closing,
substantially  in the form  attached  hereto as  Exhibit B with  respect  to the
matters  covered  therein  and  otherwise  in  form  and  substance   reasonably
acceptable to the Placement Advisor and its counsel,

     (iv) the Placement  Advisor shall have received a comfort letter from Ernst
& Young LLP, dated as of the Closing,  substantially in the form attached hereto
as Exhibit C, and

     (v) on the Closing Date, the Company shall have delivered to the Purchasers
a certificate of the Chief Executive  Officer and Chief Financial Officer of the
Company,  dated  as of  the  Closing  Date,  setting  forth  that  each  of  the
representations and warranties  contained in this Agreement shall be true on and
as of the  Closing  Date as if  made  as of the  Closing  Date  and  each of the
conditions and covenants  contained  herein shall have been complied with to the
extent  compliance is required  prior to Closing,  and shall have delivered such
other  customary  certificates  as the Placement  Advisor shall have  reasonably
requested.

     (b) The Company's  obligation to issue and sell the Preferred  Shares shall
be subject to the following conditions having been met:

     (i) the  representations and warranties set forth in Sections 2, 4 and 5 of
this  Agreement  shall be true and  correct  with the same  force and  effect as
though expressly made at and as of the Closing and

     (ii) the  Settlement  Agent  shall  have  received  payment in full for the
Purchase Price for the Preferred Shares by federal wire of immediately available
funds,  not  less  than  the  aggregate  amount  of  $75,000,000  net  of  fees,
commissions and expenses.

     7. Closing.  Provided that the conditions set forth in Section 6 hereto and
the last  sentence of this  Section 7 have been met or waived at such time,  the
transactions  contemplated  hereby shall be consummated on February 23, 2004, or
at such other time and date as the  parties  hereto  shall agree (each such time
and date of payment and delivery  being  herein  called the  "Closing").  At the
Closing,  settlement  shall occur through  Jefferies & Company,  or an affiliate
thereof, on a delivery versus payment basis through the DTC ID System.


                                       8
<PAGE>

     8. Covenants.  The Company hereby  covenants and agrees that (a) as soon as
practicable,  subject to the Purchasers'  ownership  satisfying the distribution
requirements  for  listing,  the Company  shall apply for listing the  Preferred
Shares  for  trading on the New York Stock  Exchange  ("NYSE")  and will use its
reasonable  best  efforts to obtain  approval  of the NYSE with  respect to such
listing as soon as  practicable  within 30 days after the Closing  Date,  and if
such  approval  is not so  obtained  within  30  days,  to  continue  to use its
reasonable  best  efforts  to  obtain  such  approval  as  soon  as  practicable
thereafter  and (b) subject to all Purchasers  consummating  the purchase of the
Preferred  Shares at the  Closing,  the  Company  will use the  proceeds  of the
offering contemplated hereby as set forth under the caption "Use of Proceeds" in
the Prospectus Supplement.

     9.  Termination.  This  Agreement may be terminated,  and the  transactions
contemplated  hereby may be abandoned,  by written notice  promptly given to the
other parties  hereto,  at any time prior to the Closing by the Company,  on the
one hand, or any Purchaser on the other,  if the Closing shall not have occurred
on or prior to March 1, 2004;  provided that the Company or such  Purchaser,  as
the case may be, shall not be entitled to terminate this  Agreement  pursuant to
this  Section 9 if the  failure  of  Closing  to occur on or prior to such dates
results  primarily  from  such  party  itself  having  materially  breached  any
representation, warranty or covenant contained in this Agreement.

     10. Notices. Except as otherwise herein provided, all statements, requests,
notices and agreements  shall be in writing and, if to the Purchasers,  shall be
sufficient in all respects if delivered or sent by facsimile to  212-446-9181 or
by certified mail to Cohen & Steers Capital Advisors, LLC, 757 Third Avenue, New
York, New York 10017,  Attention:  Bradley Razook, and, if to the Company, shall
be  sufficient  in all respects if delivered or sent to the Company by facsimile
to  805-981-8663  or by  certified  mail to the Company at 22917  Pacific  Coast
Highway, Suite 350, Malibu, CA 90265, Attention: Chief Financial Officer

     11. Governing Law. This Agreement shall be construed in accordance with and
governed by the  substantive  laws of the State of New York,  without  regard to
conflict of laws principles.

     12. Entire  Agreement.  This  Agreement  constitutes  the entire  agreement
between the parties  hereto with respect to the subject matter hereof and may be
amended only in a writing that is executed by each of the parties hereto.

     13. Counterparts.  This Agreement may be executed in separate counterparts,
each of which shall be deemed an original,  and all of which  together  shall be
deemed to constitute one and the same instrument.  Executed  counterparts may be
delivered by facsimile.

     14.  Construction.  When used herein,  the phrase "to the knowledge of" the
Company  or "known  to" the  Company  or any  similar  phrase  means the  actual
knowledge  of the Chief  Executive  Officer,  Chief  Financial  Officer or Chief
Operating  Officer of the Company and includes the knowledge  that such officers
would have obtained of the matter  represented after reasonable due and diligent
inquiry of those employees of the Company whom such officers  reasonably believe
would have actual knowledge of the matters represented.


                                       9
<PAGE>


     IN WITNESS WHEREOF,  the parties hereto have caused this Purchase Agreement
to be executed and delivered as of the date first above written.


                              LTC PROPERTIES, INC.


                              By:
                                  ----------------------------
                                     Name:
                                     Title:



                     [Signature Page for Purchase Agreement]



                                       10
<PAGE>



                                 Direct Purchasers


                                 [                            ]




                                 By:
                                     -------------------------------
                                          Name: [                     ]
                                        Title:  [                     ]



                     [Signature Page for Purchase Agreement]


                                       11
<PAGE>

                                 INVESTMENT ADVISERS

                                     [  ] on behalf of itself (solely  with
                                     respect to paragraph 4) and each Client set
                                     forth under its name on Schedule B


                                 By:
                                     ------------------------------------
                                        Name: [         ]
                                        Title:[         ]





                     [Signature Page for Purchase Agreement]



                                       12
<PAGE>





                        CUSTOMERS




                        Each of the Several persons or entities listed under the
                        heading "Account Name" on Attachment [   ] to Schedule
                        C hereto




                        By:    [               ], as agent and attorney-in-fact




                        By:
                            -------------------------------
                               Name
                               Title:



                             [          ] on behalf of itself and solely with
                             respect to paragraph 5


                        By:
                            --------------------------------------
                               Name
                               Title:


                    [Signature Page for Purchase Agreement]



                                       13
<PAGE>


                                   SCHEDULE A


NAME OF DIRECT PURCHASERS                                NUMBER OF SHARES
[                       ]                            [                       ]


                     [Signature Page for Purchase Agreement]
                               Schedule A - Page 1


<PAGE>


                                   SCHEDULE B


NAME OF INVESTMENT ADVISER                             NUMBER OF SHARES

   [                                      ]

         CLIENTS

           [                                        ]

                    [Signature Page for Purchase Agreement]
                               Schedule B - Page 1

<PAGE>




                                   SCHEDULE C

NAME OF BROKER DEALER:                                          NUMBER OF SHARES
   [                          ]

      Customers for whom it is signing this Agreement as agent and
     attorney-in-fact :

                                                        The amount set forth
                                                        opposite  such name on
     Each of the several persons or entities set forth  Attachment  [  ] to
     under the heading "Account Name" on  Attachment    Schedule C hereto  under
     [  ] to Schedule C hereto                           the  heading   "Amount"
                                                         (in  the  aggregate
                                                         [           ])



                                   SCHEDULE D


                            Aggregate Purchase Amount

$[       ]




                     [Signature Page for Purchase Agreement]
                               Schedule C - Page 1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>7
<FILENAME>a4576858_ex102.txt
<DESCRIPTION>LTC   EXHIBIT 10.2
<TEXT>

                                  EXHIBIT 10.2


                               PURCHASE AGREEMENT


     This Purchase Agreement (this "Agreement"), dated as of February 18, 2004,
is by and among LTC Properties, Inc., a Maryland corporation (the "Company"),
each Purchaser listed under the heading "Direct Purchasers" on Schedule A (each,
a "Direct Purchaser"), each Investment Adviser listed under the heading
"Investment Advisers" on the signature pages hereto (each, an "Investment
Adviser") who are entering into this Agreement on behalf of themselves (as to
paragraph 5 of this Agreement) and those Purchasers which are a fund or
individual or other investment advisory client of such Investment Adviser listed
under their respective names on Schedule B (each, a "Client"), and each
Broker-Dealer listed on Schedule C (each, a "Broker-Dealer") which is entering
into this Agreement on behalf of itself (as to paragraph 6 of this Agreement)
and those Purchasers which are customers for which it has power of attorney to
sign listed under their respective names on Schedule C (each, a "Customer").
Each of the Customers, Direct Purchasers and Clients are referred to herein as
individually, a "Purchaser" and collectively, the "Purchasers."

     WHEREAS, the Purchasers desire to purchase from the Company (or their
Investment Advisers and Broker-Dealers desire to purchase on their behalf from
the Company), and the Company desires to issue and sell to each Purchaser the
number of shares of beneficial interest of the Company's 8.0% Series F
Cumulative Preferred Stock, par value $0.01 per share (the "Preferred Shares"),
set forth opposite the name of each Purchaser on Schedule A, Schedule B or
Schedule C, as the case may be.

     NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties hereto agree as follows:

1.   Purchase and Sale. Subject to the terms and conditions hereof, the
     Investment Advisers and the Broker-Dealers (on behalf of Purchasers which
     are Clients and Customers, respectively) and the other Purchasers hereby
     severally and not jointly agree to purchase from the Company, and the
     Company agrees to issue and sell to the several Purchasers the number of
     Preferred Shares set forth next to such Purchaser's name on Schedule A,
     Schedule B or Schedule C, as the case may be, at a price per share of
     $25.00 for an aggregate purchase amount in an amount set forth on Schedule
     D hereof (the "Purchase Price") at the Closing (as defined below).

2.   Representations and Warranties of Purchaser. Each Purchaser represents and
     warrants with respect to itself that:

     (a)  Due Authorization. Such Purchaser has full power and authority to
          enter into this Agreement and is duly authorized to purchase the
          Preferred Shares in the amount set forth opposite its name on Schedule
          A, Schedule B or Schedule C, as the case may be. This Agreement has
          been duly authorized by such Purchaser and duly executed and delivered
          by or on behalf of such Purchaser. This Agreement constitutes a legal,
          valid and binding agreement of such Purchaser, enforceable against
          such Purchaser in accordance with its terms except as may be limited
          by (i) the effect of bankruptcy, insolvency, reorganization,
          moratorium or other similar laws relating to or affecting the rights
          or remedies of creditors or (ii) the effect of general principles of
          equity, whether enforcement is considered in a proceeding in equity or
          at law and the discretion of the court before which any proceeding
          therefor may be brought (the "Enforceability Exceptions").


                                       1
<PAGE>

     (b)  Prospectus and Prospectus Supplement. Such Purchaser has received a
          copy of the Company's Basic Prospectus dated September 12, 2003, the
          preliminary prospectus supplement dated February 17, 2004 and the
          Prospectus Supplement dated February 18, 2004 (each as defined below).

     (c)  Ownership of Excess Shares of Capital Stock. As of the date hereof and
          after giving effect to the transaction contemplated hereby, such
          Purchaser, together with its subsidiaries and affiliates, does not own
          directly or indirectly more than 9.8% in number of shares or value,
          whichever is more restrictive, of any class or series of the issued
          and outstanding capital stock of the Company. Purchaser expressly
          acknowledges that the provisions of the Company's Articles of
          Incorporation, as amended or supplemented (the "Charter"), in general,
          and the Articles Supplementary relating to the Preferred Shares
          ("Articles Supplementary"), in particular, prohibit the ownership by
          Purchaser (together with its subsidiaries and affiliates) directly or
          indirectly of more than 9.8% of the number of issued and outstanding
          Preferred Shares and not more than 9.8% of the number of issued and
          outstanding shares of any other class or series of the Company's
          capital stock and, in the event Purchaser's Preferred Shares acquired
          pursuant to this Agreement or otherwise constitute Excess Shares (as
          defined in the Charter), the Company may repurchase such number of the
          Purchaser's Preferred Shares on the terms set forth in the Charter and
          referenced in the Articles Supplementary as is necessary to cause
          Purchaser to thereafter not own any Excess Shares.

3.   Representations and Warranties of Company. The Company represents and
     warrants that:

     (a)  The Company meets the requirements for use of Form S-3 under the
          Securities Act of 1933, as amended (the "Act") and meets the
          requirements pursuant to the standards for such Form as were in effect
          immediately prior to October 21, 1992. The Company's Registration
          Statement (as defined below) was declared effective by the SEC (as
          defined below) and the Company has filed such post-effective
          amendments thereto as may be required under applicable law prior to
          the execution of this Agreement and each such post-effective amendment
          became effective. The SEC has not issued, nor to the Company's
          knowledge, has the SEC threatened to issue or intends to issue, a stop
          order with respect to the Registration Statement, nor has it otherwise
          suspended or withdrawn the effectiveness of the Registration Statement
          or to the Company's knowledge, threatened to do so, either temporarily
          or permanently, nor, to the Company's knowledge, does it intend to do
          so. On the effective date, the Registration Statement complied in all
          material respects with the requirements of the Act and the rules and
          regulations promulgated under the Act (the "Regulations"); at the
          effective date the Basic Prospectus (as defined below) complied, and
          at the Closing the Prospectus (as defined below) will comply, in all
          material respects with the requirements of the Act and the
          Regulations; each of the Basic Prospectus and the Prospectus as of its
          date and at the Closing Date did not, does not and will not contain an
          untrue statement of a material fact or omit to state a material fact
          required to be stated therein or necessary to make the statements
          therein not misleading; provided, however, that the representations
          and warranties in this subsection shall not apply to statements in or
          omissions from the Prospectus made in reliance upon and in conformity
          with information furnished to the Company in writing by or on behalf
          of any of the Purchasers, Cohen & Steers Capital Advisors, LLC, in its
          capacity as placement advisor ("Placement Advisor"), any Investment
          Advisers or Broker-Dealers, or any of their respective affiliates,
          expressly for use in the Prospectus. As used in this Agreement, the
          term "Registration Statement" means the shelf registration statement
          on Form S-3 (File No. 333-106555), as amended by Post-Effective
          Amendment No. 1 thereto, as declared effective by the Securities and
          Exchange Commission (the "SEC"), including exhibits, financial
          statements, schedules and documents incorporated by reference therein.
          The term "Basic Prospectus" means the prospectus included in the
          Registration Statement, as amended, or as supplemented and filed with
          the SEC pursuant to Rule 424 under the Act in connection with the sale
          of the Preferred Shares hereunder. The term "Prospectus Supplement"
          means the prospectus supplement specifically relating to the Preferred
          Shares as to be filed with the SEC pursuant to Rule 424 under the Act
          in connection with the sale of the Preferred Shares hereunder. The
          term "Prospectus" means the Basic Prospectus and the Prospectus
          Supplement taken together. The term "preliminary prospectus" means any
          form of preliminary prospectus used in connection with the marketing
          of

                                       2
<PAGE>

          the Preferred Shares, including the preliminary prospectus supplement
          dated as of February 17, 2004 and the Basic Prospectus used with any
          such preliminary prospectus supplement in connection with the
          marketing of the Preferred Shares. Any reference in this Agreement to
          the Registration Statement, the Prospectus or any preliminary
          prospectus shall be deemed to refer to and include the documents
          incorporated by reference therein as of the date hereof or the date of
          the Prospectus or any preliminary prospectus as the case may be, and
          any reference herein to any amendment or supplement to the
          Registration Statement, the Prospectus or any preliminary prospectus
          shall be deemed to refer to and include any documents filed after such
          date and through the date of such amendment or supplement under the
          Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
          so incorporated by reference.


     (b)  Since the date as of which information is given in the Registration
          Statement and the Prospectus, except as otherwise stated therein, (i)
          there has been no material adverse change or any development which
          could reasonably be expected to give rise to a prospective material
          adverse change in or affecting the condition, financial or otherwise,
          or in the earnings, business affairs or, to the Company's knowledge,
          business prospects of the Company and the subsidiaries of the Company,
          if any (the "Subsidiaries") considered as one enterprise, whether or
          not arising in the ordinary course of business, (ii) there have been
          no transactions entered into by the Company or any of its
          Subsidiaries, other than those in the ordinary course of business,
          which are material with respect to the Company and its Subsidiaries
          considered as one enterprise, and (iii) other than regular quarterly
          dividends, there has been no dividend or distribution of any kind
          declared, paid or made by the Company on any class of its shares of
          equity securities.


                                       3
<PAGE>

     (c)  The Company has been duly organized as a corporation and is validly
          existing in good standing under the laws of the State of Maryland.
          Each of the Subsidiaries of the Company has been duly organized and is
          validly existing in good standing under the laws of its jurisdiction
          of organization. Each of the Company and its Subsidiaries has the
          required power and authority to own and lease its properties and to
          conduct its business as described in the Prospectus; and each of the
          Company and its Subsidiaries is duly qualified to transact business in
          each jurisdiction in which such qualification is required, whether by
          reason of the ownership or leasing of property or the conduct of
          business, except where the failure to so qualify would not have a
          material adverse effect on the condition, financial or otherwise, or
          the earnings, business affairs or, to the Company's knowledge,
          business prospects of the Company and its Subsidiaries considered as
          one enterprise.

     (d)  As of the date hereof, the authorized capital stock of the Company
          consisted of 35,000,000 shares of Common Stock, par value $0.01 per
          share (the "Common Stock"), and 15,000,000 shares of Preferred Stock,
          par value $0.01 per share, of which 18,002,443 shares of Common Stock,
          1,838,520 shares of 9.5% Series A Cumulative Preferred Stock (the
          "Series A Preferred Shares"), 1,988,000 shares of 9.0% Series B
          Cumulative Preferred Stock (the "Series B Preferred Shares"),
          2,000,000 shares of 8.5% Series C Cumulative Convertible Preferred
          Stock (the "Series C Preferred Shares"), no shares of Series D Junior
          Participating Preferred Stock (the "Series D Preferred Shares") and
          2,200,000 8.5% Series E Cumulative Convertible Preferred Stock (the
          "Series E Preferred Shares") are issued and outstanding as of such
          date (without giving effect to any preferred shares issued or to be
          issued as contemplated by this Agreement or the application of the
          proceeds of the offering contemplated hereby) and 6,933,480 preferred
          shares are authorized and unissued of which 4,000,000 shares will be
          designated as Preferred Shares. The issued and outstanding shares of
          the Company have been duly authorized and validly issued and are fully
          paid and non-assessable; the Preferred Shares have been duly
          authorized, and when issued in accordance with the terms of the
          Articles Supplementary (as defined below) and delivered as
          contemplated hereby, will be validly issued, fully paid and
          non-assessable; the Preferred Shares, the Common Stock and the Series
          A, B, C and E Preferred Stock of the Company conform to all statements
          relating thereto contained in the Prospectus; and the issuance of the
          Preferred Shares is not subject to preemptive or other similar rights.

     (e)  Neither the Company nor any of its Subsidiaries is in violation of its
          organizational documents or in default in the performance or
          observance of any obligation, agreement, covenant or condition
          contained in any material contract, indenture, mortgage, loan
          agreement, note, lease or other instrument or agreement to which the
          Company or any of its Subsidiaries is a party or by which it or any of
          them are bound, or to which any of the property or assets of the
          Company or any of its Subsidiaries is subject, except where such
          violation or default would not have a material adverse effect on the
          condition, financial or otherwise, or the earnings, business affairs
          or, to the Company's knowledge, business prospects of the Company and
          its Subsidiaries considered as one enterprise; and the execution,
          delivery and performance of this Agreement, the execution and filing
          of the Articles Supplementary, and the issuance and delivery of the
          Preferred Shares and the consummation of the transactions contemplated


                                       4
<PAGE>

          herein have been duly authorized by all necessary action and will not
          conflict with or constitute a material breach of, or material default
          under, or result in the creation or imposition of any lien, charge or
          encumbrance upon any material property or assets of the Company or any
          of its Subsidiaries pursuant to, any material contract, indenture,
          mortgage, loan agreement, note, lease or other instrument or agreement
          to which the Company or any of its Subsidiaries is a party or by which
          it or any of them are bound, or to which any of the property or assets
          of the Company or any of its Subsidiaries is subject, nor will any
          such action result in any violation of the provisions of the Articles
          of Incorporation of the Company, as amended and supplemented by the
          Articles Supplementary, by-laws or other organizational documents of
          the Company or any of its Subsidiaries or any law, administrative
          regulation or administrative or court decree applicable to the
          Company.

     (f)  The Company is organized in conformity with the requirements for
          qualification and, as of the date hereof and as of the Closing,
          operates in a manner that qualifies it as a "real estate investment
          trust" under the Internal Revenue Code of 1986, as amended, and the
          rules and regulations thereunder and will be so qualified after giving
          effect to the sale of the Preferred Shares.

     (g)  The Company is not required to be registered under the Investment
          Company Act of 1940, as amended.

     (h)  No legal or governmental proceedings are pending to which the Company
          or any of its Subsidiaries is a party or to which the property of the
          Company or any of its Subsidiaries is subject that are required to be
          described in the Registration Statement or the Prospectus and are not
          described therein, and no such proceedings have been threatened
          against the Company or any of its Subsidiaries or with respect to any
          of their respective properties that are required to be described in
          the Registration Statement or the Prospectus and are not described
          therein.

     (i)  No authorization, approval or consent of or filing with any court or
          United States federal or state governmental authority or agency is
          necessary in connection with the sale of the Preferred Shares
          hereunder, except (i) such as may be required under the Act or the
          Regulations or state securities laws or real estate syndication laws
          and (ii) the filing of the Articles Supplementary as set forth in
          paragraph (l) below.

     (j)  The Company and its Subsidiaries possess such certificates,
          authorities or permits issued by the appropriate state, federal or
          foreign regulatory agencies or bodies necessary to conduct the
          business now conducted by them, except where the failure to possess
          such certificates, authority or permits would not have a material
          adverse effect on the condition, financial or otherwise, or the
          earnings, business affairs or, to the Company's knowledge, business
          prospects of the Company and its Subsidiaries considered as one
          enterprise. Neither the Company nor any of its Subsidiaries has
          received any notice of proceedings relating to the revocation or
          modification of any such certificate, authority or permit which,
          singly or in the aggregate, if the subject of an unfavorable decision,
          ruling or finding, would materially and adversely affect the
          condition, financial or otherwise, or the earnings, business affairs
          or, to the Company's knowledge, business prospects of the Company and
          its Subsidiaries considered as one enterprise, nor, to the knowledge
          of the Company, are any such proceedings threatened or contemplated.


                                       5
<PAGE>

     (k)  The Company has full power and authority to enter into this Agreement,
          and this Agreement has been duly authorized, executed and delivered by
          the Company and constitutes a legal, valid and binding agreement of
          the Company, enforceable against the Company in accordance with its
          terms except as may be limited by the Enforceability Exceptions.

     (l)  The Articles Supplementary, and the filing of the Articles
          Supplementary with the State Department of Assessments and Taxation of
          Maryland on behalf of the Company, have each been duly authorized by
          the Company; the Articles Supplementary will be filed with the State
          Department of Assessments and Taxation of Maryland on behalf of the
          Company prior to the time that any Preferred Shares are issued
          pursuant to this Agreement and when so filed will constitute a valid
          and legally binding supplement to the Articles of Incorporation of the
          Company enforceable against the Company in accordance with its terms,
          except as enforceability may be limited by the Enforceability
          Exceptions.

     (m)  As of the dates set forth therein or incorporated by reference, the
          Company had good and marketable title to all of the properties and
          assets reflected in the audited financial statements contained in the
          Prospectus, subject to no lien, mortgage, pledge or encumbrance of any
          kind except (i) those reflected in such financial statements, (ii) as
          are otherwise described in the Prospectus, (iii) as do not materially
          adversely affect the value of such property or interests or interfere
          with the use made or proposed to be made of such property or interests
          by the Company and each of its Subsidiaries or (iv) which constitute
          customary provisions of mortgage loans secured by the Company's
          properties creating obligations of the Company with respect to
          proceeds of the properties, environmental liabilities and other
          customary protections for the mortgagees.

     (n)  Neither the issuance, sale and delivery of the Preferred Shares nor
          the application of the proceeds thereof by the Company as described in
          the Prospectus will cause the Company to violate or be in violation of
          Regulation T, U or X of the Board of Governors of the Federal Reserve
          System or any other regulation of such Board of Governors.

     (o)  The statements set forth in the Basic Prospectus under the caption
          "Description of Preferred Stock" and the statements set forth in the
          Prospectus Supplement under the caption "Description of Our Capital
          Stock--Series F Preferred Stock," in each case, in so far as such
          statements purport to summarize provisions of laws or documents
          referred to therein, are correct in all material respects and fairly
          present the information required to be presented therein.


                                       6
<PAGE>

4.   Representation and Warranties of the Investment Advisers. To induce the
     Company to enter into this Agreement, each of the Investment Advisers
     hereby represents and warrants that:

     (a)  It is an investment adviser duly registered with the SEC under the
          Investment Advisers Act of 1940.

     (b)  It has been duly authorized to act as investment adviser on behalf of
          each Client on whose behalf it is signing this Agreement (as
          identified under the name of such Investment Adviser on Schedule B
          hereto) and has the sole authority to make the investment decision to
          purchase Preferred Shares hereunder on behalf of such Client.

     (c)  It has the power and authority to enter into and execute this
          Agreement on behalf of each of the Clients listed under its name on
          Schedule B hereto.

     (d)  This Agreement has been duly authorized, executed and delivered by it
          and, assuming it has been duly authorized, executed and delivered by
          the Company, constitutes a legal, valid and binding agreement of such
          Investment Adviser, enforceable against it in accordance with its
          terms except as may be limited by the Enforceability Exceptions.

     (e)  It has received a copy of the Company's Basic Prospectus dated
          September 12, 2003 and Prospectus Supplement dated February 18, 2004.

5.   Representation and Warranties of the Broker-Dealers. To induce the Company
     to enter into this Agreement, each Broker-Dealer represents and warrants
     that:

     (a)  It is duly registered and in good standing as a broker-dealer under
          the Exchange Act and is licensed or otherwise qualified to do business
          as a broker-dealer with the National Association of Securities
          Dealers, Inc. and in all states in which it will offer any Preferred
          Shares pursuant to this Agreement.

     (b)  It has delivered a copy of the Prospectus to each Purchaser set forth
          under its name on Schedule C hereto.

     (c)  It has been granted a duly authorized power-of-attorney to execute and
          deliver this Agreement on behalf of each Customer on whose behalf it
          is signing this Agreement (as identified under the name of such
          Broker-Dealer on Schedule C hereto) and such power has not been
          revoked.

     (d)  This Agreement has been duly authorized, executed and delivered by it
          and, assuming it has been duly authorized, executed and delivered by
          the Company, constitutes a legal, valid and binding agreement of such
          Broker-Dealer, enforceable against it in accordance with its terms
          except as may be limited by the Enforceability Exceptions.


                                       7
<PAGE>

6.   Conditions to Obligations of the Parties. (a) The Purchasers' several
     obligation to purchase the Preferred Shares shall be subject to the
     following conditions having been met:

          (i)  the representations and warranties set forth in Section 3 of this
               Agreement shall be true and correct with the same force and
               effect as though expressly made at and as of the Closing,

          (ii) the Purchasers shall have received an opinion from Ballard Spahr
               Andrews & Ingersoll, LLP, special Maryland counsel to the
               Company, dated as of the date of the Closing, substantially in
               the form attached hereto as Exhibit A,

         (iii) the Purchasers shall have received an opinion from Reed Smith
               LLP, special securities counsel to the Company, dated as of the
               date of the Closing, substantially in the form attached hereto as
               Exhibit B with respect to the matters covered therein and
               otherwise in form and substance reasonably acceptable to the
               Placement Advisor and its counsel,

          (iv) the Placement Advisor shall have received a comfort letter from
               Ernst & Young LLP, dated as of the Closing, substantially in the
               form attached hereto as Exhibit C, and

          (v)  on the Closing Date, the Company shall have delivered to the
               Purchasers a certificate of the Chief Executive Officer and Chief
               Financial Officer of the Company, dated as of the Closing Date,
               setting forth that each of the representations and warranties
               contained in this Agreement shall be true on and as of the
               Closing Date as if made as of the Closing Date and each of the
               conditions and covenants contained herein shall have been
               complied with to the extent compliance is required prior to
               Closing, and shall have delivered such other customary
               certificates as the Placement Advisor shall have reasonably
               requested.

     (b)  The Company's obligation to issue and sell the Preferred Shares shall
          be subject to the following conditions having been met:

          (i)  the representations and warranties set forth in Sections 2, 4 and
               5 of this Agreement shall be true and correct with the same force
               and effect as though expressly made at and as of the Closing and

          (ii) the Settlement Agent shall have received payment in full for the
               Purchase Price for the Preferred Shares by federal wire of
               immediately available funds, not less than the aggregate amount
               of $25,000,000 net of fees, commissions and expenses.

7.   Closing. Provided that the conditions set forth in Section 6 hereto and the
     last sentence of this Section 7 have been met or waived at such time, the
     transactions contemplated hereby shall be consummated on February 27, 2004,
     or at such other time and date as the parties hereto shall agree (each such
     time and date of payment and delivery being herein called the "Closing").
     At the Closing, settlement shall occur through Jefferies & Company, or an
     affiliate thereof, on a delivery versus payment basis through the DTC ID
     System.

                                       8
<PAGE>

8.   Covenants. The Company hereby covenants and agrees that (a) as soon as
     practicable, subject to the Purchasers' ownership satisfying the
     distribution requirements for listing, the Company shall apply for listing
     the Preferred Shares for trading on the New York Stock Exchange ("NYSE")
     and will use its reasonable best efforts to obtain approval of the NYSE
     with respect to such listing as soon as practicable within 30 days after
     the Closing Date, and if such approval is not so obtained within 30 days,
     to continue to use its reasonable best efforts to obtain such approval as
     soon as practicable thereafter and (b) subject to all Purchasers
     consummating the purchase of the Preferred Shares at the Closing, the
     Company will use the proceeds of the offering contemplated hereby as set
     forth under the caption "Use of Proceeds" in the Prospectus Supplement.

9.   Termination. This Agreement may be terminated, and the transactions
     contemplated hereby may be abandoned, by written notice promptly given to
     the other parties hereto, at any time prior to the Closing by the Company,
     on the one hand, or any Purchaser on the other, if the Closing shall not
     have occurred on or prior to March 1, 2004; provided that the Company or
     such Purchaser, as the case may be, shall not be entitled to terminate this
     Agreement pursuant to this Section 9 if the failure of Closing to occur on
     or prior to such dates results primarily from such party itself having
     materially breached any representation, warranty or covenant contained in
     this Agreement.

10.  Notices. Except as otherwise herein provided, all statements, requests,
     notices and agreements shall be in writing and, if to the Purchasers, shall
     be sufficient in all respects if delivered or sent by facsimile to
     212-446-9181 or by certified mail to Cohen & Steers Capital Advisors, LLC,
     757 Third Avenue, New York, New York 10017, Attention: Bradley Razook, and,
     if to the Company, shall be sufficient in all respects if delivered or sent
     to the Company by facsimile to 805-981-8663 or by certified mail to the
     Company at 22917 Pacific Coast Highway, Suite 350, Malibu, CA 90265,
     Attention: Chief Financial Officer

11.  Governing Law. This Agreement shall be construed in accordance with and
     governed by the substantive laws of the State of New York, without regard
     to conflict of laws principles.

12.  Entire Agreement. This Agreement constitutes the entire agreement between
     the parties hereto with respect to the subject matter hereof and may be
     amended only in a writing that is executed by each of the parties hereto.

13.  Counterparts. This Agreement may be executed in separate counterparts, each
     of which shall be deemed an original, and all of which together shall be
     deemed to constitute one and the same instrument. Executed counterparts may
     be delivered by facsimile.

14.  Construction. When used herein, the phrase "to the knowledge of" the
     Company or "known to" the Company or any similar phrase means the actual
     knowledge of the Chief Executive Officer, Chief Financial Officer or Chief
     Operating Officer of the Company and includes the knowledge that such
     officers would have obtained of the matter represented after reasonable due
     and diligent inquiry of those employees of the Company whom such officers
     reasonably believe would have actual knowledge of the matters represented.



                                       9
<PAGE>



     IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement
to be executed and delivered as of the date first above written.


                                           LTC PROPERTIES, INC.


                                               By:______________________________
                                                  Name:
                                                  Title:















                     [Signature Page for Purchase Agreement]



                                       10
<PAGE>

                                             Direct Purchasers



                                             [               ]



                                              By:_______________________________
                                                 Name:  [          ]
                                                Title:  [          ]













                                       11
<PAGE>



                    Investment Advisers


                    [           ] on behalf of itself (solely with respect to
                    paragraph 4) and each Client set forth under its name on
                    Schedule B


                   By:________________________________
                     Name: [             ]
                    Title: [             ]








                     [Signature Page for Purchase Agreement]

                                       12
<PAGE>





                    CUSTOMERS




                    Each of the Several persons or entities listed under the
                    heading "Account Name" on Attachment [ ] to Schedule C
                    hereto




                    By:    [          ],  as agent and attorney-in-fact




                    By: ______________________________
                        Name
                        Title:



                        [           ] on behalf of itself and solely with
                        respect to paragraph 5


                    By: _______________________________
                        Name
                        Title:





                     [Signature Page for Purchase Agreement]


                                       13
<PAGE>



                                   SCHEDULE A


NAME OF DIRECT PURCHASERS                               NUMBER OF SHARES

 [              ]                                         [         ]



















                     [Signature Page for Purchase Agreement]


                                       14
<PAGE>

                                   SCHEDULE B


NAME OF INVESTMENT ADVISER                                  NUMBER OF SHARES

  [                ]

         CLIENTS

           [            ]








                     [Signature Page for Purchase Agreement]








                                       15
<PAGE>


                                   SCHEDULE C

NAME OF BROKER DEALER:                                NUMBER OF SHARES

 [              ]

          Customers for whom it is signing this Agreement as agent and
          attorney-in-fact :


     Each of the several persons or entities set forth
     under the heading "Account Name" on  Attachment
     [  ] to Schedule C hereto


 The amount set forth  opposite  such name on
 Attachment  [  ] to Schedule C hereto  under
 the  heading   "Amount"  (in  the  aggregate
 [           ])


                                   SCHEDULE D


                            Aggregate Purchase Amount


$[     ]








                                       16

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>8
<FILENAME>a4576858_ex103.txt
<DESCRIPTION>LTC   EXHIBIT 10.3
<TEXT>
                                                   EXHIBIT 10.3

                                                               February 18, 2004

Cohen & Steers Capital Advisors, LLC
757 Third Avenue
New York, New York  10017

            Re: Placement of Preferred Shares of LTC Properties, Inc.

Dear Sirs:

     This letter (the "Agreement") confirms our agreement to retain Cohen &
Steers Capital Advisors, LLC (the "Placement Advisor") as our exclusive advisor
for a period commencing on the date of this letter and terminating on March 1,
2004, unless extended by the parties, to introduce LTC Properties, Inc., a
Maryland corporation (the "Company"), to certain investors as prospective
purchasers (the "Offer") of up to 4,000,000 shares of the Company's 8.0% Series
F Cumulative Preferred Shares, par value $0.01 per share (the "Preferred
Shares") (assuming the maximum number of Preferred Shares is issued and sold).
The engagement described herein (i) may be terminated by the Company at any time
prior to the Initial Closing (as defined below) and (ii) shall be in accordance
with applicable laws and pursuant to the following procedures and terms and
conditions:

     1. The Company will:

     (a)  Cause the Company's independent public accountants to address to the
          Company and the Placement Advisor and deliver to the Company, the
          Placement Advisor and the Purchasers (as such term is defined in the
          Purchase Agreements dated the date hereof between the Company and the
          purchasers party thereto (the "Purchase Agreements")) (i) a letter or
          letters (which letters are frequently referred to as "comfort
          letters") dated the date hereof, and (ii) if so requested by the
          Placement Advisor, a "bring-down" letter delivered on each date on
          which the sale of Preferred Shares is consummated pursuant to a
          Purchase Agreement (each such date, a "Closing Date" and the time of
          such consummation on any such Closing Date, a "Closing," the first
          such Closing Date, the "Initial Closing Date" and the Closing on the
          Initial Closing Date, the "Initial Closing," and the final such
          Closing Date, the "Final Closing Date" and the Closing on the Final
          Closing Date, the "Final Closing"), which, with respect to the letter
          referred to in clause (i) above, will be substantially in the form
          attached hereto as Annex I, and with respect to the letter or letters
          referred to in clause (ii) above, will be in form and substance
          reasonably satisfactory to the Placement Advisor.


                                       1
<PAGE>

     (b)  On each Closing Date, cause special securities counsel to the Company
          to deliver opinions to the Placement Advisor and the Purchasers
          substantially in the form of Annex II hereto and otherwise in form and
          substance reasonably satisfactory to the Placement Advisor and its
          counsel, and cause the special Maryland counsel to the Company to
          deliver opinions to the Placement Advisor and the Purchasers
          substantially in the form of Annex III hereto.

     (c)  As soon as practicable after the Initial Closing, subject to the
          Purchasers' ownership satisfying the distribution requirements for
          listing, apply for listing the Preferred Shares for trading on the New
          York Stock Exchange, Inc. ("NYSE") and will use its reasonable best
          efforts to obtain approval from the NYSE with respect to such listing
          as soon as reasonably practicable within 30 days after the Initial
          Closing Date and, if such approval is not obtained within 30 days, to
          continue to use its reasonable best efforts to obtain such approval as
          soon as practicable thereafter.

     (d)  Prior to the Final Closing, the Company shall not sell or approve the
          solicitation of offers for the purchase of additional Preferred Shares
          in excess of the amount which shall be authorized by the Company or in
          excess of the aggregate offering price of the Preferred Shares
          registered pursuant to the Registration Statement (as defined below).

     (e)  Use the proceeds of the offering contemplated hereby as set forth
          under the caption "Use of Proceeds" in the Prospectus Supplement (as
          defined below).

     (f)  On each Closing Date, the Company shall deliver to the Placement
          Advisor and the Purchasers a certificate of the Chief Executive
          Officer and Chief Financial Officer of the Company, dated as of such
          Closing Date, setting forth that each of the representations and
          warranties contained in this Agreement shall be true on and as of such
          Closing Date as if made as of such Closing Date and each of the
          conditions and covenants contained herein shall have been complied
          with to the extent compliance is required prior to such Closing, and
          shall have delivered such other customary certificates as the
          Placement Advisor shall have reasonably requested.

     2. The Company authorizes the Placement Advisor to use the Prospectus (as
defined below) in connection with the Offer for such period of time as any such
materials are required by law to be delivered in connection therewith and the
Placement Advisor agrees to do so.

     (a)  The Placement Advisor will use commercially reasonable efforts on
          behalf of the Company in connection with the Placement Advisor's
          services hereunder. No offers or sales of Preferred Shares shall be
          made to any person without the prior approval of such person by the
          Company, such approval to be at the reasonable discretion of the
          Company. The Placement Advisor's aggregate fee for its services
          hereunder will be the sum of (a) an amount equal to 1.0% of the gross
          proceeds received by the Company in connection with Preferred Shares
          sold on the Initial Closing Date and an additional fee of $104,600 for
          arranging through a sub-placement advisor for the sale of Preferred
          Shares to certain retail accounts (each such fee payable by the
          Company at and subject to the consummation of the Initial Closing) and
          (b) an amount equal to 1.0% of the gross proceeds received by the
          Company in connection with Preferred Shares sold on the Final Closing
          Date (such fee payable by the Company at and subject to the


                                       2
<PAGE>

          consummation of the Final Closing). The Company, upon consultation
          with the Placement Advisor, may establish in the Company's discretion
          a minimum aggregate amount of Preferred Shares to be sold in the
          offering contemplated hereby, which minimum aggregate amount shall be
          reflected in the Prospectus. The Placement Advisor will not enter into
          any agreement or arrangement with any broker, dealer or other person
          in connection with the placement of Preferred Shares (individually, a
          "Participating Person" and collectively, "Participating Persons")
          which will obligate the Company to pay additional fees or expenses to
          or on behalf of a Participating Person without the prior written
          consent of the Company, it being understood that Jefferies & Company,
          Inc. will be acting as settlement agent ("Settlement Agent") in
          connection with the Offer.

     (b)  The Company agrees that it will pay its own costs and expenses
          incident to the performance of the obligations hereunder whether or
          not any Preferred Shares are offered or sold pursuant to the Offer,
          including, without limitation, (i) the filing fees and expenses, if
          any, incurred with respect to any filing with the NYSE, (ii) all costs
          and expenses incident to the preparation, issuance, execution and
          delivery of the Preferred Shares, (iii) all costs and expenses
          (including filing fees) incident to the preparation, printing and
          filing under the Securities Act of 1933, as amended (the "Act"), of
          the Registration Statement and the Prospectus, including, without
          limitation, in each case, all exhibits, amendments and supplements
          thereto, (iv) all costs and expenses incurred in connection with the
          required registration or qualification of the Preferred Shares
          issuable under the laws of such jurisdictions as the Placement Advisor
          may reasonably designate, if any, (v) all costs and expenses incurred
          by the Company in connection with the printing (including word
          processing and duplication costs) and delivery of the Prospectus and
          Registration Statement (including, without limitation, any preliminary
          and supplemental blue sky memoranda) including, without limitation,
          mailing and shipping, (vi) all fees and expenses incurred in marketing
          the Offer, (vii) the fees and expenses of the Settlement Agent and
          (viii) the fees and disbursements of Reed Smith, LLP, special
          securities counsel to the Company, Ballard Spahr Andrews & Ingersoll,
          LLP, special Maryland counsel to the Company and any other counsel to
          the Company, and Ernst & Young LLP, auditors to the Company. In
          addition, upon each Closing (without duplication), the Company agrees
          to reimburse the Placement Advisor, from the proceeds of the sale of
          Preferred Shares, for all reasonable out-of-pocket expenses of the
          Placement Advisor in connection with the Offer, including, without
          limitation, the reasonable legal fees, expenses and disbursements of
          the Placement Advisor's counsel in connection with the Offer, in the
          aggregate not to exceed $60,000 (it being understood that such amount
          does not include any amounts due or paid to the Settlement Agent).



                                       3
<PAGE>

     (c)  The Company will indemnify and hold harmless the Placement Advisor and
          each of its respective partners, directors, officers, associates,
          affiliates, subsidiaries, employees, consultants, attorneys and
          agents, and each person, if any, controlling the Placement Advisor or
          any of its affiliates within the meaning of either Section 15 of the
          Act or Section 20 of the Securities Exchange Act of 1934, as amended
          (the "Exchange Act") (collectively, the "Placement Advisor
          Indemnitees"), from and against any and all losses, claims, damages,
          liabilities or costs (and any reasonable legal or other expenses
          incurred by such Placement Advisor in investigating or defending the
          same or in giving testimony or furnishing documents in response to a
          request of any government agency or to a subpoena) in any way relating
          to, arising out of or caused by any untrue statement or alleged untrue
          statement of a material fact contained in the Registration Statement
          or in the Prospectus or any preliminary prospectus (other than the
          preliminary prospectus dated January 27, 2004) or in any way relating
          to, arising out of or caused by any omission or alleged omission to
          state therein a material fact required to be stated therein or
          necessary to make the statements therein, in the light of the
          circumstances under which they were made, not misleading. Such
          indemnity agreement shall not, however, apply to any such loss, claim,
          damage, liability, cost or expense (i) if such statement or omission
          was made in reliance upon or in conformity with information furnished
          in writing to the Company by the Placement Advisor or its affiliates
          or any of the Purchasers, Investment Advisors or Broker-Dealers (as
          defined in the Purchase Agreements) or their respective affiliates
          expressly for use in the Prospectus Supplement, or (ii) which is held
          in a final judgment of a court of competent jurisdiction (not subject
          to further appeal) to have arisen out of (x) the gross negligence or
          willful misconduct of the Placement Advisor or any Placement Advisor
          Indemnitee described in this paragraph 4(a), or (y) a breach of
          Placement Advisor's representations and warranties in paragraph 5
          hereof.

     (d)  The Placement Advisor will indemnify and hold harmless the Company and
          each of its directors, officers, associates, affiliates, subsidiaries,
          employees, consultants, attorneys, agents, and each person controlling
          the Company or any of its affiliates within the meaning of either
          Section 15 of the Act or Section 20 of the Exchange Act from and
          against any and all losses, claims, damages, liabilities, costs or
          expenses (and any reasonable legal or other expenses incurred by such
          indemnitee in investigating or defending the same or in giving
          testimony or furnishing documents in response to a request of any
          government agency or to a subpoena) (i) which are held in a final
          judgment of a court of competent jurisdiction (not subject to further
          appeal) to have arisen out of the gross negligence or willful
          misconduct of such Placement Advisor or any of its respective
          partners, directors, officers, associates, affiliates, subsidiaries,
          employees, consultants, attorneys and agents, and each person, if any,
          controlling the Placement Advisor or any of its affiliates within the
          meaning of Section 15 of the Act or Section 20 of the Exchange Act or
          (ii) relating to, arising out of or caused by any untrue statement or
          alleged untrue statement of a material fact contained in the
          Prospectus Supplement or in any way relating to, arising out of or
          caused by any omission or alleged omission to state therein a material
          fact required to be stated therein or necessary to make the statements
          therein, in the light of the circumstances under which they were made,
          not misleading, if such statement or omission was made in reliance
          upon or in conformity with information furnished in writing to the


                                       4
<PAGE>

          Company by the Placement Advisor or its affiliates or any of the
          Purchasers, Investment Advisors or Broker-Dealers or their respective
          affiliates expressly for use in the Prospectus Supplement, or (iii)
          which result from violations by the Placement Advisor of law or of
          requirements, rules or regulations of federal or state securities
          regulators, self-regulatory associations or organizations in the
          securities industry, stock exchanges or organizations with similar
          functions or responsibilities with respect to securities brokers or
          dealers, as determined by a court of competent jurisdiction or
          applicable federal or state securities regulators, self-regulatory
          associations or organizations in the securities industry or stock
          exchanges or organizations, as applicable.

     (e)  If any action, proceeding or investigation is commenced as to which
          any indemnified party hereunder proposes to demand indemnification
          under this letter agreement, such indemnified party will notify the
          indemnifying party with reasonable promptness. The indemnifying party
          shall have the right to retain counsel of its own choice (which
          counsel shall be reasonably satisfactory to the indemnified party) to
          represent it and such counsel shall, to the extent consistent with its
          professional responsibilities, cooperate with the indemnified party
          and any counsel designated by the indemnified party; provided,
          however, it is understood and agreed that if the indemnifying party
          assumes the defense of a claim for which indemnification is sought
          hereunder, it shall have no obligation to pay the expenses of separate
          counsel for the indemnified party, unless defenses are available to
          the indemnified party that make it impracticable for the indemnifying
          party and the indemnified party to be represented by the same counsel
          in which case the indemnified party shall be entitled to retain one
          counsel. The indemnifying party will not be liable under this letter
          agreement for any settlement of any claim against the indemnified
          party made without the indemnifying party's written consent.

     (f)  In order to provide for just and equitable contribution, if a claim
          for indemnification pursuant to this paragraph 4 is made but it is
          found in a final judgment by a court of competent jurisdiction (not
          subject to further appeal) that such indemnification may not be
          enforced in such case, even though the express provisions hereof
          provided for indemnification in such case, then the Company, on the
          one hand, and the Placement Advisor, on the other hand, shall
          contribute to the losses, claims, damages, liabilities or costs to
          which the indemnified persons may be subject in accordance with the
          relative benefits received from the offering and sale of the Preferred
          Shares by the Company, on the one hand, and the Placement Advisor, on
          the other hand (it being understood that, with respect to the
          Placement Advisor, such benefits received are limited to fees actually
          paid by the Company and received by the Placement Advisor pursuant to
          this Agreement), and also the relative fault of the Company, on the
          one hand, and the Placement Advisor, on the other hand, in connection


                                       5
<PAGE>

          with the statements, acts or omissions which resulted in such losses,
          claims, damages, liabilities or costs, and any relevant equitable
          considerations shall also be considered. No person found liable for a
          fraudulent misrepresentation (within the meaning of Section 11(f) of
          the Act) shall be entitled to contribution from any person who is not
          also found liable for such fraudulent misrepresentation.
          Notwithstanding the foregoing, the Placement Advisor shall not be
          obligated to contribute any amount hereunder that exceeds the fees
          received by the Placement Advisor in respect to the offering and sale
          of the Preferred Shares.

     4. The Company represents and warrants to the Placement Advisor as of the
date hereof and as of each Closing Date as follows:

     (a)  The Company meets the requirements for use of Form S-3 under the Act
          and meets the requirements pursuant to the standards for such Form as
          were in effect immediately prior to October 21, 1992. The Company's
          Registration Statement (as defined below) was declared effective by
          the SEC (as defined below) and the Company has filed such
          post-effective amendments thereto as may be required under applicable
          law prior to the execution of this Agreement and each such
          post-effective amendment became effective. The SEC has not issued, nor
          to the Company's knowledge, has the SEC threatened to issue or intends
          to issue, a stop order with respect to the Registration Statement, nor
          has it otherwise suspended or withdrawn the effectiveness of the
          Registration Statement or, to the Company's knowledge, threatened to
          do so, either temporarily or permanently, nor, to the Company's
          knowledge, does it intend to do so. On the effective date, the
          Registration Statement complied in all material respects with the
          requirements of the Act and the rules and regulations promulgated
          under the Act (the "Regulations"); at the effective date the Basic
          Prospectus (as defined below) complied, and at each Closing the
          Prospectus will comply, in all material respects with the requirements
          of the Act and the Regulations; each of the Basic Prospectus and the
          Prospectus as of its date and at each Closing Date did not, does not
          and will not contain an untrue statement of a material fact or omit to
          state a material fact required to be stated therein or necessary to
          make the statements therein not misleading; provided, however, that
          the representations and warranties in this subsection shall not apply
          to statements in or omissions from the Prospectus made in reliance
          upon and in conformity with information furnished to the Company in
          writing by the Placement Advisor or its affiliates or by or on behalf
          of any of the Purchasers, Investment Advisors or Broker-Dealers or any
          of their respective affiliates, in each case, expressly for use
          therein. As used in this Agreement, the term "Registration Statement"
          means the "shelf" registration statement on Form S-3 (File No.
          333-106555), as amended by the Post-Effective Amendment No. 1 thereto,
          as declared effective by the Securities and Exchange Commission (the
          "SEC"), including exhibits, financial statements, schedules and
          documents incorporated by reference therein. The term "Basic
          Prospectus" means the prospectus included in the Registration


                                       6
<PAGE>

          Statement, as amended, or as supplemented and filed with the SEC
          pursuant to Rule 424 under the Act in connection with the sale of the
          Preferred Shares hereunder. The term "Prospectus Supplement" means the
          prospectus supplement specifically relating to the Preferred Shares as
          to be filed with the SEC pursuant to Rule 424 under the Act in
          connection with the sale of the Preferred Shares. The term
          "Prospectus" means the Basic Prospectus and the Prospectus Supplement
          taken together. The term "preliminary prospectus" means any form of
          preliminary prospectus used in connection with the marketing of the
          Preferred Shares, including the preliminary prospectus supplement
          dated as of February 17, 2004 and the Basic Prospectus used with any
          such preliminary prospectus supplement in connection with the
          marketing of the Preferred Shares. Any reference in this Agreement to
          the Registration Statement. the Prospectus or any preliminary
          prospectus shall be deemed to refer to and include the documents
          incorporated by reference therein as of the date hereof or the date of
          the Prospectus or any preliminary prospectus, as the case may be, and
          any reference herein to any amendment or supplement to the
          Registration Statement, the Prospectus or any preliminary prospectus
          shall be deemed to refer to and include any documents filed after such
          date and through the date of such amendment or supplement under the
          Exchange Act and so incorporated by reference.

     (b)  Since the date as of which information is given in the Registration
          Statement and the Prospectus, except as otherwise stated therein, (i)
          there has been no material adverse change or any development which
          could reasonably be expected to give rise to a prospective material
          adverse change in or affecting the condition, financial or otherwise,
          or in the earnings, business affairs or, to the Company's knowledge,
          business prospects of the Company and the subsidiaries of the Company,
          if any (the "Subsidiaries") considered as one enterprise, whether or
          not arising in the ordinary course of business, (ii) there have been
          no transactions entered into by the Company or any of its
          Subsidiaries, other than those in the ordinary course of business,
          which are material with respect to the Company and its Subsidiaries
          considered as one enterprise, and (iii) other than regular quarterly
          dividends, there has been no dividend or distribution of any kind
          declared, paid or made by the Company on any class of its shares of
          equity securities.


                                       7
<PAGE>

     (c)  The Company has been duly organized as a corporation and is validly
          existing in good standing under the laws of the State of Maryland.
          Each of the Subsidiaries of the Company has been duly organized and is
          validly existing in good standing under the laws of its jurisdiction
          of organization. Each of the Company and its Subsidiaries has the
          required power and authority to own and lease its properties and to
          conduct its business as described in the Prospectus; and each of the
          Company and its Subsidiaries is duly qualified to transact business in
          each jurisdiction in which such qualification is required, whether by
          reason of the ownership or leasing of property or the conduct of
          business, except where the failure to so qualify would not have a
          material adverse effect on the condition, financial or otherwise, or
          the earnings, business affairs or, to the Company's knowledge,
          business prospects of the Company and its Subsidiaries considered as
          one enterprise.

     (d)  As of the date hereof, the authorized capital stock of the Company
          consisted of 35,000,000 Common Shares, par value $0.01 per share (the
          "Common Stock"), and 15,000,000 shares of Preferred Stock, par value
          $0.01 per share, of which 18,002,443 Common Shares, 1,838,520 shares
          of 9.5% Series A Cumulative Preferred Stock (the "Series A Preferred
          Shares"), 1,988,000 shares of 9.0% Series B Cumulative Preferred Stock
          (the "Series B Preferred Shares"), 2,000,000 shares of 8.5% Series C
          Cumulative Convertible Preferred Stock (the "Series C Preferred
          Shares"), no shares of Series D Junior Participating Preferred Stock
          (the "Series D Preferred Shares") and 2,200,000 8.5% Series E
          Cumulative Convertible Preferred Stock (the "Series E Preferred
          Shares") are issued and outstanding as of such date (without giving
          effect to any preferred shares issued or to be issued as contemplated
          by this Agreement or the application of the proceeds of the offering
          contemplated hereby) and 6,933,480 preferred shares are authorized and
          unissued of which 4,000,000 will be designated as the Preferred
          Shares. The issued and outstanding shares of the Company have been
          duly authorized and validly issued and are fully paid and
          non-assessable; the Preferred Shares have been duly authorized, and
          when issued in accordance with the terms of the Articles Supplementary
          (as defined below) and delivered as contemplated hereby, will be
          validly issued, fully paid and non-assessable; the Preferred Shares,
          the Common Stock and the Series A, B, C and E Preferred Stock of the
          Company conform to all statements relating thereto contained in the
          Prospectus; and the issuance of the Preferred Shares is not subject to
          preemptive or other similar rights.

     (e)  Neither the Company nor any of its Subsidiaries is in violation of its
          organizational documents or in default in the performance or
          observance of any obligation, agreement, covenant or condition
          contained in any material contract, indenture, mortgage, loan
          agreement, note, lease or other instrument or agreement to which the
          Company or any of its Subsidiaries is a party or by which it or any of
          them are bound, or to which any of the property or assets of the
          Company or any of its Subsidiaries is subject except where such
          violation or default would not have a material adverse effect on the
          condition, financial or otherwise, or the earnings, business affairs
          or, to the Company's knowledge, business prospects of the Company and
          its Subsidiaries considered as one enterprise; and the execution,
          delivery and performance of this Agreement, the execution and filing
          of the Articles Supplementary of the Company relating to the Preferred
          Shares (the "Articles Supplementary"), and the issuance and delivery
          of the Preferred Shares and the consummation of the transactions
          contemplated herein have been duly authorized by all necessary action
          and will not conflict with or constitute a material breach of, or
          material default under, or result in the creation or imposition of any
          lien, charge or encumbrance upon any material property or assets of
          the Company or any of its Subsidiaries pursuant to, any material
          contract, indenture, mortgage, loan agreement, note, lease or other
          instrument or agreement to which the Company or any of its
          Subsidiaries is a party or by which it or any of them are bound, or to
          which any of the property or assets of the Company or any of its
          Subsidiaries is subject, nor will any such action result in any
          violation of the provisions of the Articles of Incorporation of the
          Company, as amended and supplemented by the Articles Supplementary,
          by-laws or other organizational documents of the Company or any of its
          Subsidiaries or any law, administrative regulation or administrative
          or court decree applicable to the Company.


                                       8
<PAGE>

     (f)  The Company is organized in conformity with the requirements for
          qualification and, as of the date hereof and as of each Closing,
          operates in a manner that qualifies it as a "real estate investment
          trust" under the Internal Revenue Code of 1986, as amended, and the
          rules and regulations thereunder and will be so qualified after giving
          effect to the sale of the Preferred Shares.

     (g)  The Company is not required to be registered under the Investment
          Company Act of 1940, as amended.

     (h)  No legal or governmental proceedings are pending to which the Company
          or any of its Subsidiaries is a party or to which the property of the
          Company or any of its Subsidiaries is subject that are required to be
          described in the Registration Statement or the Prospectus and are not
          described therein, and no such proceedings have been threatened
          against the Company or any of its Subsidiaries or with respect to any
          of their respective properties that are required to be described in
          the Registration Statement or the Prospectus and are not described
          therein.

     (i)  No authorization, approval or consent of any court or United States
          federal or state governmental authority or agency is necessary in
          connection with the sale of the Preferred Shares as contemplated
          hereunder, except such as may be required under the Act or the
          Regulations or state securities laws or real estate syndication laws.


                                       9
<PAGE>

     (j)  The Company and its Subsidiaries possess such certificates,
          authorities or permits issued by the appropriate state, federal or
          foreign regulatory agencies or bodies necessary to conduct the
          business now conducted by them, except where the failure to possess
          such certificates, authority or permits would not have a material
          adverse effect on the condition, financial or otherwise, or the
          earnings, business affairs or, to the Company's knowledge, business
          prospects of the Company and its Subsidiaries considered as one
          enterprise. Neither the Company nor any of its Subsidiaries has
          received any notice of proceedings relating to the revocation or
          modification of any such certificate, authority or permit which,
          singly or in the aggregate, if the subject of an unfavorable decision,
          ruling or finding, would materially and adversely affect the
          condition, financial or otherwise, or the earnings, business affairs
          or, to the Company's knowledge, business prospects of the Company and
          its Subsidiaries considered as one enterprise, nor, to the knowledge
          of the Company, are any such proceedings threatened or contemplated.

     (k)  The Company has full power and authority to enter into this Agreement,
          and this Agreement has been duly authorized, executed and delivered by
          the Company and constitutes a legal, valid and binding agreement of
          the Company, enforceable against the Company in accordance with its
          terms except as may be limited by (i) the effect of bankruptcy,
          insolvency, reorganization, moratorium or other similar laws relating
          to or affecting the rights or remedies of creditors or (ii) the effect
          of general principles of equity, whether enforcement is considered in
          a proceeding in equity or at law and the discretion of the court
          before which any proceeding therefor may be brought (collectively, the
          "Enforceability Exceptions").

     (l)  The Articles Supplementary, and the filing of the Articles
          Supplementary with the State Department of Assessments and Taxation of
          Maryland on behalf of the Company, have each been duly authorized by
          the Company, the Articles Supplementary will be filed with the State
          Department of Assessments and Taxation of Maryland on behalf of the
          Company prior to the time that any Preferred Shares will be delivered
          pursuant to the Purchase Agreements and when so filed will constitute
          a valid and legally binding supplement to the Articles of
          Incorporation of the Company enforceable against the Company in
          accordance with its terms, except as enforceability may be limited by
          the Enforceability Exceptions.

     (m)  As of the dates set forth therein or incorporated by reference, the
          Company had good and marketable title to all of the properties and
          assets reflected in the audited financial statements contained in the
          Prospectus, subject to no lien, mortgage, pledge or encumbrance of any
          kind except (i) those reflected in such financial statements, (ii) as
          are otherwise described in the Prospectus, (iii) as do not materially
          adversely affect the value of such property or interests or interfere
          with the use made or proposed to be made of such property or interests
          by the Company and each of its Subsidiaries or (iv) which constitute
          customary provisions of mortgage loans secured by the Company's
          properties creating obligations of the Company with respect to
          proceeds of the properties, environmental liabilities and other
          customary protections for the mortgagees.


                                       10
<PAGE>

     (n)  Any certificate signed by any officer of the Company and delivered to
          the Placement Advisor or to counsel for the Placement Advisor shall be
          deemed a representation and warranty by the Company to the Placement
          Advisor as to the matters covered thereby.

     (o)  Neither the issuance, sale and delivery of the Preferred Shares nor
          the application of the proceeds thereof by the Company as described in
          the Prospectus will cause the Company to violate or be in violation of
          Regulation T, U or X of the Board of Governors of the Federal Reserve
          System or any other regulation of such Board of Governors.

     (p)  The statements set forth in the Basic Prospectus under the caption
          "Description of Preferred Stock" and the statements set forth in the
          Prospectus Supplement under the caption "Description of Our Capital
          Stock--Series F Preferred Stock," in each case, in so far as such
          statements purport to summarize provisions of laws or documents
          referred to therein, are correct in all material respects and fairly
          present the information required to be presented therein.

     (q)  There is no contract, agreement, indenture or other document to which
          the Company or of its Subsidiary is a party required to be filed as an
          exhibit to the Company's Annual Report on Form 10-K for the fiscal
          year ended December 31, 2002 or any subsequent Exchange Act filings
          prior to the date hereof that has not been so filed as required.

     5. The Placement Advisor represents and warrants to the Company that (i) it
is duly registered and in good standing as a broker-dealer under the Exchange
Act and licensed or otherwise qualified to do business as a broker-dealer with
the National Association of Securities Dealers, Inc. and in all states in which
it will offer any Preferred Shares pursuant to this Agreement, (ii) assuming the
Prospectus complies with all relevant provisions of the Act in connection with
the offer and sale of the Preferred Shares, the Placement Advisor will conduct
all offers and sales of the Preferred Shares in compliance with the relevant
provisions of the Act and the Regulations and various state securities laws and
regulations, (iii) the Placement Advisor will only act as advisor in those
jurisdictions in which it is authorized to do so and (iv) the Placement Advisor
will not distribute to any Purchaser, Investment Advisor or Broker-Dealer any
written material relating to the offering contemplated hereby other than the
Registration Statement, the Prospectus or the preliminary prospectus dated
February 17, 2004.


                                       11
<PAGE>

     6. Except as otherwise herein provided, all statements, requests, notices
and agreements shall be in writing and, if to the Placement Advisor, shall be
sufficient in all respects if delivered or sent by facsimile to 212-446-9181 or
by certified mail to Cohen & Steers Capital Advisors, LLC, 757 Third Avenue, New
York, New York 10017, Attention: Bradley Razook, and, if to the Company, shall
be sufficient in all respects if delivered or sent to the Company by facsimile
to 805-981-8663 or by certified mail to the Company at 22917 Pacific Coast
Highway, Suite 350, Malibu, CA 90265, Attention: Chief Financial Officer.

     7. This Agreement shall be governed by the laws of the State of New York
governing contracts made and to be performed in such State without giving effect
to principles of conflicts of law.

     8. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which together shall be
deemed to be the same Agreement. Executed counterparts may be delivered by
facsimile.

     9. When used herein, the phrase "to the knowledge of" the Company or "known
to" the Company or any similar phrase means the actual knowledge of the Chief
Executive Officer, Chief Financial Officer or Chief Operating Officer of the
Company and includes the knowledge that such officers would have obtained of the
matter represented after reasonable due and diligent inquiry of those employees
of the Company whom such officers reasonably believe would have actual knowledge
of the matters represented.



                                       12
<PAGE>

     If the foregoing is in accord with your understanding of our agreement,
please sign in the space provided below and return a signed copy of this letter
to the Company.


                                                     Sincerely,

                                                     LTC PROPERTIES, INC.


                                                     By:________________________
                                                        Name:
                                                        Title:



Accepted by:

COHEN & STEERS CAPITAL ADVISORS, LLC


By:_______________________
   Name:
   Title:




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>9
<FILENAME>a4576858ex121.txt
<DESCRIPTION>LTC   EXHIBIT 12.1
<TEXT>

                            EXHIBIT 12.1

                        LTC PROPERTIES, INC.

          COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
        AND RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS
                       (Dollars in Thousands)
                             (Unaudited)


<TABLE>
<CAPTION>
                                                                                                                Nine
                                                                                                                Months
                                                                      Year                                      Ended
                                                                       Ended
                                                                     ----------------------------------------
 Earnings                                                               1998    1999    2000    2001    2002  9/30/2003
                                                                     ---------------------------------------- ----------

<S>                                                                  <C>     <C>     <C>      <C>    <C>        <C>
 Income before minority interests and other                          $46,458 $29,504 $29,284  $5,246 $19,447    $16,904
 Add:  Fixed charges (interest expense, amortization of
               debt issue costs and minority interest expense         23,682  22,813  28,165  22,718  22,941     15,899
           Amortization of capitalized interest                            -       -       -       -       -          -
           Distributed income of equity investees                          -       -       -       -       -          -
           Share of pre-tax losses of equity investees                     -       -       -       -       -          -

 Less:
         Capitalized interest                                              -       -       -       -       -          -
         Minority interest expense on consolidated
             subsidiaries                                             (1,415) (1,018)   (982)   (973) (1,308)      (968)
        Minority interest in pre-tax income that have not
             incurred fixed charges (equity method investees)              -       -       -       -       -          -

                                                                     ---------------------------------------- ----------
                           Total Earnings                             68,725  51,299  56,467  26,991  41,080     31,835
                                                                     ---------------------------------------- ----------

 Fixed Charges

 Interest expense (includes amortization
        of debt issue costs                                           22,267  21,795  27,183  21,745  21,633     14,931
 Estimated interest in rental expense                                      -       -       -       -       -          -
         Minority interest expense on consolidated
             subsidiaries                                              1,415   1,018     982     973   1,308        968

                                                                     ---------------------------------------- ----------
                         Total Fixed Charges                          23,682  22,813  28,165  22,718  22,941     15,899
                                                                     ---------------------------------------- ----------


 Preferred Dividends                                                 $12,896 $15,087 $15,087 $15,077 $15,042    $11,441


 Ratio of earnings to fixed charges                                     2.90    2.25    2.00    1.19    1.79       2.00

 Ratio of earnings to fixed charges
         and preferred dividends                                        1.88    1.35    1.31    0.71    1.08       1.16
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>10
<FILENAME>a4576858_ex233.txt
<DESCRIPTION>LTC    EXHIBIT 23.3
<TEXT>
                                  EXHIBIT 23.3

                         Consent of Independent Auditors

We consent to the reference to our firm under the caption "Experts" in
Post-Effective Amendment No. 1 to the Registration Statement (Form S-3 No.
333-106555) and related Prospectus Supplement of LTC Properties, Inc. for the
registration of 4,000,000 shares of Series F Cumulative Preferred Stock and to
the incorporation by reference therein of our report dated January 24, 2003,
with respect to the consolidated financial statements and schedules of LTC
Properties, Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 2002, filed with the Securities and Exchange Commission.

                                                           /s/ Ernst & Young LLP


Los Angeles, California
February 16, 2004



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>11
<FILENAME>a4576858_ex991.txt
<DESCRIPTION>TLC    EXHIBIT 99.1
<TEXT>
                                                                   Exhibit 99.1

               LTC Announces Pricing of $100 Million of
                     8% Series F Preferred Stock

    MALIBU, Calif.--(BUSINESS WIRE)--Feb. 19, 2004--LTC Properties,
Inc. (NYSE:LTC) announced today that it has priced an offering of 4
million shares of 8% Series F cumulative redeemable preferred stock
sold to a number of institutional investors and other purchasers
pursuant to a registered direct placement. The Series F Preferred
Stock will be sold at $25 per share and the Company expects to issue
approximately 3 million shares on February 23, 2004, and approximately
1 million shares on February 27, 2004. Net proceeds to the Company,
after fees and expenses, are estimated to be $98.5 million. The
Company has applied to list the Series F Preferred Stock on the New
York Stock Exchange under the symbol "LTC PrF." The Series F Preferred
Stock may be redeemed at par at the Company's election on or after
February 23, 2009. The Company stated that it will use approximately
$96.5 million of the proceeds to redeem all outstanding shares of its
9.5% Series A Preferred Stock and its 9.0% Series B Preferred Stock
and the balance will be used for general corporate purposes.
    The Series F Preferred Stock will rank pari passu with the
Company's Series A and Series B Preferred Stock (prior to their
redemption), the Series C Cumulative Convertible Preferred Stock and
the Series E Cumulative Convertible Preferred Stock. The Series F
Preferred Stock has no stated maturity and will not be subject to a
sinking fund or mandatory redemption.
    Cohen & Steers Capital Advisors, LLC acted as placement advisor in
the sale of the securities.
    The Company is a self-administered real estate investment trust
that invests primarily in long-term care and other health care related
facilities through mortgage loans, facility lease transactions and
other investments. For more information on LTC Properties, Inc., visit
the Company's website at www.ltcproperties.com.

    This press release includes statements that are not purely
historical and are "forward looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended, including
statements regarding the Company's expectations, beliefs, intentions
or strategies regarding the future. All statements other than
historical facts contained in this press release are forward looking
statements. These forward looking statements involve a number of risks
and uncertainties. All forward looking statements included in this
press release are based on information available to the Company on the
date hereof, and the Company assumes no obligation to update such
forward looking statements. Although the Company's management believes
that the assumptions and expectations reflected in such forward
looking statements are reasonable, no assurance can be given that such
expectations will prove to have been correct. The actual results
achieved by the Company may differ materially from any forward looking
statements due to the risks and uncertainties of such statements.


    CONTACT: LTC Properties
             Andre C. Dimitriadis, Chairman & CEO
             Wendy L. Simpson, Vice Chairman & CFO
             805-981-8655

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