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<SEC-DOCUMENT>0001157523-04-006521.txt : 20040720
<SEC-HEADER>0001157523-04-006521.hdr.sgml : 20040720
<ACCEPTANCE-DATETIME>20040720145638
ACCESSION NUMBER:		0001157523-04-006521
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		10
CONFORMED PERIOD OF REPORT:	20040715
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20040720

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:		04921928

	BUSINESS ADDRESS:	
		STREET 1:		22917 PACIFIC COAST HWY
		STREET 2:		SUITE 350
		CITY:			MALIBU
		STATE:			CA
		ZIP:			90265
		BUSINESS PHONE:		3104556010

	MAIL ADDRESS:	
		STREET 1:		22917 PACIFIC COAST HWY
		STREET 2:		SUITE 350
		CITY:			MALIBU
		STATE:			CA
		ZIP:			90265
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a4683513.txt
<DESCRIPTION>LTC PROPERTIES
<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: July 15, 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 have  filed  a  Prospectus
Supplement  pursuant to Rule 424(b) of the  Securities  Act of 1933, as amended,
which is  incorporated  herein  by  reference  (SEC  File No.  333-113847).  The
Prospectus  Supplement  describes  the  issuance  and sale to the  public  of an
additional  2,640,000  shares (the  "Shares")  of our 8.0%  Series F  Cumulative
Preferred  Stock  (the  "Series  F  Preferred  Stock")  in a  registered  direct
placement at $23.64 per share.  Net  proceeds to the Company,  prior to fees and
expenses,  are expected to be approximately $62.4 million. Prior to the sale and
issuance of the Shares,  the Company has 4,000,000  shares of Series F Preferred
Stock issued,  outstanding and listed on the New York Stock Exchange. 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 an Additional 2,640,000 Shares of Series
     F Preferred Stock of the Registrant

5.1  Opinion of Ballard, Spahr, Andrews & Ingersoll,  LLP regarding the legality
     of the Shares being registered

8.1  Tax Opinion of Reed Smith, LLP

10.1 Form of  Purchase  Agreement  dated as of July 15,  2004 by and between the
     Registrant and the Purchasers of the Shares

10.2 Placement  Agent  Agreement  dated as of July 15,  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 July 16, 2004

99.2 Press Release dated July 20, 2004

                                  Page 2 of 3

<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.

July 20, 2004               LTC PROPERTIES, INC.
                            ("Registrant")


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



                                  Page 3 of 3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>a4683513ex-41.txt
<DESCRIPTION>ARTICLES SUPPLEMENTARY
<TEXT>
                                                                     Exhibit 4.1

                              LTC PROPERTIES, INC.

                       ARTICLES SUPPLEMENTARY CLASSIFYING
                        AN ADDITIONAL 2,640,000 SHARES OF
                     8% SERIES F CUMULATIVE PREFERRED STOCK

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

                  FIRST: By Articles Supplementary filed with the Department on
February 19, 2004 (the "February 19, 2004 Articles Supplementary"), the
Corporation classified 4,000,000 shares of its authorized but unissued Preferred
Stock, par value $.01 per share ("Preferred Stock"), as a separate series of
Preferred Stock designated as "8% Series F Cumulative Preferred Stock" (the
"Series F Preferred Stock"), and set the preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, terms and conditions of redemption and other terms and
conditions of such Series F Preferred Stock, all as set forth in the February
19, 2004 Articles Supplementary.

                  SECOND: The Board of Directors of the Corporation (the "Board
of Directors"), by unanimous written consent dated February 17, 2004, and a duly
appointed committee of the Board of Directors (the "Preferred Stock Terms
Committee"), by unanimous written consent dated February 18, 2004, pursuant to
the authority conferred on the Preferred Stock Terms Committee by the Board of
Directors, adopted resolutions which authorized the issuance of 4,000,000 shares
of Series F Preferred Stock.

                  THIRD: Pursuant to the authority expressly vested in the Board
of Directors of the Corporation by Article SEVENTH of the Corporation'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, by unanimous written
consent dated July 15, 2004, and the Preferred Stock Terms Committee, by
unanimous written consent adopted on July 15, 2004, pursuant to the authority
conferred on the Preferred Stock Terms Committee by the Board of Directors,
adopted resolutions which classified 2,640,000 shares of authorized but unissued
Preferred Stock as additional shares of Series F Preferred Stock, having the
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, terms and conditions of redemption
and other terms and conditions as set forth in the February 19, 2004 Articles
Supplementary, and authorized the issuance of up to 2,640,000 of such additional
Series F Preferred Stock.

                  FOURTH: The additional 2,640,000 shares of Series F Preferred
Stock have been classified and designated by the Board of Directors, and the
Preferred Stock Terms Committee, under the authority contained in the Charter,
such that the additional 2,640,000 shares of Series F Preferred Stock, combined
with the 4,000,000 shares of Series F Preferred Stock classified in the February
19, 2004 Articles Supplementary, will comprise one and the same series of
Preferred Stock of the Corporation.

<PAGE>

                  FIFTH: These Articles Supplementary have been approved by the
Board of Directors, and the Preferred Stock Terms Committee, pursuant to the
authority conferred upon the Preferred Stock Terms Committee by the Board of
Directors, in the manner and by the vote required by law. No stockholder of the
Corporation has any voting rights with respect to these Articles Supplementary.

                  SIXTH: The total number of shares of Preferred Stock that the
Corporation has authority to issue is 15,000,000 shares. Immediately prior to
the adoption of the July 15, 2004 resolutions by the Preferred Stock Terms
Committee, and the filing of these Articles Supplementary, the total number of
shares of Preferred Stock of the Corporation classified as Series F Preferred
Stock was 4,000,000 shares. Immediately following the adoption of the July 15,
2004 resolutions by the Preferred Stock Terms Committee, and the filing of these
Articles Supplementary, the total number of shares of Preferred Stock of the
Corporation classified as Series F Preferred Stock is 6,640,000 shares.

                  SEVENTH: The undersigned Chairman of the Board of Directors,
President and Chief Executive Officer of the Corporation acknowledges these
Articles Supplementary to be the corporate act of the Corporation and, as to all
matters or facts required to be verified under oath, the undersigned Chairman of
the Board of Directors, President and Chief Executive Officer 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 for perjury.



















                            [Signature Page Follows]

<PAGE>


         IN WITNESS WHEREOF, the Corporation 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 15th day of July, 2004.

ATTEST:                           LTC PROPERTIES, INC.



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




                                                           [CORPORATE SEAL]

                                      S-1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>a4683513-ex51.txt
<DESCRIPTION>CORPORATE COUNSEL CORRESPONDENCE
<TEXT>
                                                                     Exhibit 5.1



               [Ballard Spahr Andrews & Ingersoll, LLP letterhead]


                                  July 20, 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 Two Million Six Hundred Forty
                  Thousand (2,640,000) 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.
                  333-113847) (the "Registration Statement")


Ladies and Gentlemen:

                  We have acted as 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 March 23, 2004
as amended and supplemented on July 15, 2004. You have requested our opinion
with respect to the matters set forth below.

                  In our capacity as 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,  Articles  Supplementary  filed with the
                    Department  on February  19,  2004,  Articles  Supplementary
                    filed  with  the  Department  on  April  1,  2004,  Articles
                    Supplementary  filed with the  Department  on April 1, 2004,
                    Articles of Amendment  filed with the Department on June 24,
                    2004 and Articles Supplementary filed with the Department on
                    July 16, 2004;
<PAGE>

BALLARD SPAHR ANDREWS & INGERSOLL, LLP

LTC Properties, Inc.
July 20, 2004
Page 2



              (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, February 18, 2004, March
                    9, 2004, March 18, 2004, March 26, 2004, April 1, 2004, July
                    15, 2004 and July 15, 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 April 5, 2004, and
                    the  related  final  prospectus  supplement,  dated July 15,
                    2004;

              (vi)  a status certificate of the Department, dated July 16, 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
<PAGE>


BALLARD SPAHR ANDREWS & INGERSOLL, LLP

LTC Properties, Inc.
July 20, 2004
Page 3

            (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:

               (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.

<PAGE>
BALLARD SPAHR ANDREWS & INGERSOLL, LLP

LTC Properties, Inc.
July 20, 2004
Page 4

                  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.

                  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,

                                     /s/ Ballard Spahr Andrews & Ingersoll, LLP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8.1
<SEQUENCE>4
<FILENAME>a4683513ex-81.txt
<DESCRIPTION>FEDERAL TAX CONSIDERATIONS
<TEXT>
                                                                     Exhibit 8.1


                          [Reed Smith LLP Letterhead]

July 20, 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 registration of
2,640,000 shares of Series F Preferred Stock pursuant to the Company's
supplemental prospectus (the "Prospectus") included in the Company's
Registration Statement on Form S-3 (the "Registration Statement"), 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 Securities in connection
with the registration 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, and 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 genuiness of
all signatures thereon, the legal capacity of natural persons executing such
documents and the conformity to authentic original documents of all documents
submitted 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, the laws of any state or other jurisdiction or as to any matters
of municipal law or laws 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:









<PAGE>

LTC Properties, Inc.
July 20, 2004
Page 2

     1. Commencing with the Company's taxable year ending December 31, 1992, the
Company has been organized in conformity with the requirements for
qualifications 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").


     2. The statements in the Registration Statement set forth under the caption
"Certain U.S. Federal Income Tax Considerations" to the extent such information
constitutes matter of law, summaries of legal matters, or legal conclusion, 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, 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 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 Securities 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 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 use our name
under the caption "Legal Matters" in the Registration Statement and the
Prospectus.


                                                               Very truly yours,


                                                             /s/ REED SMITH, LLP



================================================================================

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>5
<FILENAME>a4683513ex101.txt
<DESCRIPTION>PURCHASE AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.1

                               PURCHASE AGREEMENT

     This Purchase Agreement (this  "AGREEMENT"),  dated as of July 15, 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
Section 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  Section 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,  4,000,000 shares of Company's 8.0% Series F Cumulative  Preferred
Stock, par value $0.01 per share (the "SERIES F PREFERRED  STOCK") are currently
issued and outstanding.

     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 Series F Preferred  Stock (the  "OFFERED  SHARES") set forth
opposite the name of each  Purchaser on SCHEDULE A, SCHEDULE B or SCHEDULE C, as
the case may be, at a price per share of $23.64,  reflecting an effective  yield
of 8.50% plus accrued and unpaid  dividends on the Series F Preferred Stock from
and including  July 2, 2004 through and including the closing date in respect of
such sale.

     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 Offered 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 $23.64  (the  "PURCHASE  PRICE")  at the
Closing (as defined below), such Purchase Price reflecting an effective yield of
8.50% plus accrued and unpaid dividends on the Series F Preferred Stock from and
including  July 2, 2004 through and including  the Closing  Date.  The aggregate
Purchase  Price payable on the Closing Date in respect of all shares of Series F
Preferred  Stock pursuant to this Purchase  Agreement is set forth on SCHEDULE D
hereof.

     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 Offered
     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").

          (b) PROSPECTUS AND PROSPECTUS SUPPLEMENT.  Such Purchaser has received
     a copy  of the  Company's  Basic  Prospectus  dated  April  5,  2004,  [the
     preliminary  prospectus  supplement  dated July 15, 2004 and the Prospectus
     Supplement dated July 16, 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 Offered 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  Series F Preferred Stock 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  Series  F
     Preferred Stock 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  Series F Preferred Stock 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

                                      -2-
<PAGE>


          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. 333-113847), 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 Offered Shares  hereunder.
     The  term   "PROSPECTUS   SUPPLEMENT"   means  the  prospectus   supplement
     specifically  relating  to the  Offered  Shares as to be filed with the SEC
     pursuant  to Rule  424  under  the Act in  connection  with the sale of the
     Offered 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  Offered  Shares,  including  the  [preliminary
     prospectus  supplement  dated as of July 15, 2004 and the Basic  Prospectus
     used with any such preliminary prospectus supplement in connection with the
     marketing of the Offered  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



                                       -3-
<PAGE>

     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.

          (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 45,000,000  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  19,652,947  shares of Common  Stock,  2,000,000
     shares of 8.5% Series C Cumulative Convertible Preferred Stock (the "SERIES
     C  PREFERRED  STOCK"),   1,394,200  shares  of  8.5%  Series  E  Cumulative
     Convertible  Preferred Stock (the "SERIES E PREFERRED STOCK") and 4,000,000
     Series F  Preferred  Stock,  are  issued  and  outstanding  as of such date
     (without  giving  effect to any  preferred  stock issued or to be issued as
     contemplated  by this  Agreement or the  application of the proceeds of the
     offering contemplated hereby). There are 6,800,000 of preferred shares that
     are authorized,  unclassified  and unissued of which  2,000,000  additional
     shares will be  designated as Series F Preferred  Stock.  There are 805,800
     shares of  classified  Series E Preferred  Stock which have been  converted
     into  shares of Common  Stock and are  available  for  reclassification  as
     authorized and unissued  preferred stock. The issued and outstanding shares
     of the Company have been duly  authorized  and validly issued and are fully
     paid and non-assessable;  the Offered 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 Offered Shares, the Common Stock
     and the  Series E and F  Preferred  Stock  of the  Company  conform  to all
     statements  relating thereto contained in the Prospectus;  and the issuance
     of the Offered 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,


                                      -4-
<PAGE>


     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 Offered 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.

          (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
     Offered 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 Offered  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


                                      -5-
<PAGE>

     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 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 Offered 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 Offered 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  Offered 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
     April 5, 2004 and Prospectus Supplement dated July 16, 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 Offered  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 Offered  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,  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  Offered  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 Offered Shares by federal wire transfer of
          immediately  available  funds,  not less than the aggregate  amount of
          $30,000,000 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 July [ ], 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,  the Company shall apply for listing the Offered 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 Offered 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 [August] 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]

<PAGE>






                        DIRECT PURCHASERS

                        [                            ]




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






                    [Signature Page for Purchase Agreement]
                                     Page 2
<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]
                                     Page 3



<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]
                                     Page 4

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



<PAGE>



                                   SCHEDULE D

                            AGGREGATE PURCHASE AMOUNT

$[       ]





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




                                       C-1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>6
<FILENAME>a4683513ex102.txt
<DESCRIPTION>PLACEMENT OF PREFERRED SHARES
<TEXT>
                                                                    EXHIBIT 10.2

                        [LTC PROPERTIES, INC. LETTERHEAD]

                                                                   July 15, 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  AGENT") as our exclusive
agent for a period commencing on the date of this letter and terminating on July
27, 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 2,640,000  shares (the  "SECURITIES")  of the
Company's 8.0% Series F Cumulative  Preferred  Stock,  par value $0.01 per share
(the  "PREFERRED  SHARES")  (assuming the maximum number of Securities is issued
and sold). The engagement  described herein (i) may be terminated by the Company
at any  time  prior to the  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  Agent and  deliver  to the  Company,  the
     Placement Agent 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  Agent,  a  "bring-down"
     letter  delivered  the  date  on  which  the  sale  of  the  Securities  is
     consummated  pursuant to a Purchase  Agreement (such date, a "CLOSING DATE"
     and the time of such  consummation  on the  Closing  Date,  a  "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 Agent.

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


<PAGE>

          (c) As soon as  practicable,  apply for  listing  the  Securities  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
     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  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 the Closing  Date,  the Company  shall deliver to the Placement
     Agent and 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
     the  Closing  Date,  and  shall  have   delivered   such  other   customary
     certificates as the Placement Agent shall have reasonably requested.

     2. The Company  authorizes  the Placement  Agent 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 Agent agrees to do so.

     3.   (a) The Placement Agent will use  commercially  reasonable  efforts on
     behalf of the Company in  connection  with the Placement  Agent's  services
     hereunder.  No offers or sales of  Securities  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  Agent's
     aggregate fee for its services hereunder will be an amount equal to 2.0% of
     the gross  proceeds  received by the Company in connection  with  Preferred
     Shares  sold on the  Closing  Date (such fee  payable by the Company at and
     subject to the consummation of the Closing). The Company, upon consultation
     with the  Placement  Agent,  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  Agent 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  Securities,
     (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 Securities issuable
     under the laws of such  jurisdictions as the Placement Agent 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,  and (vii) 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  (without  duplication),  upon the
     Closing,  the Company  agrees to reimburse  the Placement  Agent,  from the
     proceeds of the sale of the  Securities,  for all reasonable  out-of-pocket
     expenses of the Placement  Agent in connection  with the Offer,  including,
     without  limitation,  the reasonable legal fees, expenses and disbursements
     of the  Placement  Agent's  counsel in  connection  with the Offer,  in the
     aggregate  not to exceed  $50,000  (it being  understood  that such  amount
     includes any amounts due or paid to the Settlement Agent).

          (c) The Company will  indemnify and hold harmless the Placement  Agent
     and  each of its  respective  partners,  directors,  officers,  associates,
     affiliates, subsidiaries, employees, consultants, attorneys and agents, and
     each  person,  if  any,  controlling  the  Placement  Agent  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 AGENT INDEMNITEES"), from and against any and
     all losses, claims, damages, liabilities or costs (and any reasonable legal
     or other expenses  incurred by such  Placement  Agent 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 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  Agent 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 Agent or any Placement Agent Indemnitee
     described in this  paragraph  4(a),  or (y) a breach of  Placement  Agent's
     representations and warranties in paragraph 5 hereof.
<PAGE>

          (d) The Placement  Agent 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  Agent  or any  of its  respective
     partners,  directors,  officers,  associates,   affiliates,   subsidiaries,
     employees,  consultants,  attorneys  and agents,  and each person,  if any,
     controlling the Placement Agent 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 Company by the Placement  Agent 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  Agent 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.
<PAGE>

          (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 Agent, 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  Securities  by the  Company,  on the one  hand,  and the
     Placement  Agent, on the other hand (it being understood that, with respect
     to the Placement Agent, such benefits received are limited to fees actually
     paid by the Company and received by the  Placement  Agent  pursuant to this
     Agreement),  and also the relative  fault of the Company,  on the one hand,
     and the  Placement  Agent,  on the  other  hand,  in  connection  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  Agent shall not be obligated to contribute any amount  hereunder
     that  exceeds the fees  received by the  Placement  Agent in respect to the
     offering and sale of the Preferred Shares.

     4. The Company  represents  and warrants to the  Placement  Agent as of the
date hereof and as of the 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
     (i) are in effect on the date hereof and (ii) 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 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


<PAGE>

     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  Agent  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.  333-113847),  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  Securities  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 July 15, 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.

          (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  45,000,000  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  19,652,947  Common  Stock,  2,000,000  shares of 8.5%
     Series C Cumulative  Convertible  Preferred  Stock (the "SERIES C PREFERRED
     STOCK"), 1,394,200 shares of 8.5% Series E Cumulative Convertible Preferred
     Stock (the "SERIES E PREFERRED  STOCK") and  4,000,000  shares of 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 6,800,000  preferred  shares are authorized,  unclassified  and
     unissued of which  2,640,000  will be designated  as  additional  Preferred
     Shares.  There are 805,800  shares of classified  Series E Preferred  Stock
     which  have  been  converted  into  Common  Stock  and  are  available  for
     reclassification as authorized and unissued preferred stock. The issued and
     outstanding  shares of the Company  have been duly  authorized  and validly
     issued and are fully paid and non-assessable; the Securities 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  C, E and F  Preferred  Stock of the  Company
     conform to all statements relating thereto contained in the Prospectus; and
     the  issuance  of the  Securities  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,  as supplemented to also relate to the Securities
     (the  "ARTICLES  SUPPLEMENTARY"),  and the  issuance  and  delivery  of the
     Securities 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.


<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
     Securities.

          (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  Securities  as  contemplated  hereunder,
     except such as may be required  under the Act or the  Regulations  or state
     securities laws or real estate syndication laws.

          (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").


<PAGE>

          (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 have been, or will be, filed with the
     State  Department of Assessments  and Taxation of Maryland on behalf of the
     Company  prior to the time  that any of the  Securities  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.

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

          (o) Neither the issuance,  sale and delivery of the Securities 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, 2003 or any subsequent Exchange Act filings prior to the
     date hereof that has not been so filed as required.


<PAGE>

     5. The Placement  Agent  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 of the Securities  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 Securities,  the Placement Agent will conduct all
offers and sales of the Securities in compliance with the relevant provisions of
the Act and the Regulations and various state  securities laws and  regulations,
(iii) the Placement Agent will only act as agent in those jurisdictions in which
it is authorized to do so and (iv) the  Placement  Agent 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 July 15, 2004.

     6. Except as otherwise herein provided, all statements,  requests,  notices
and  agreements  shall be in writing and, if to the  Placement  Agent,  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.

     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:    /s/        ANDRE C. DIMITRIADIS
                                          ---------------------------------
                                          Name:      Andre C. Dimitriadis
                                          Title:     Chairman, President and
                                                     Chief Executive Officer

Accepted by:

COHEN & STEERS CAPITAL ADVISORS, LLC


By:     /s/     PETER E. PICKETTE
        ---------------------------
        Name:   Peter E. Pickette
        Title:  Managing Director

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>7
<FILENAME>a4683513ex121.txt
<DESCRIPTION>COMPUTATION OF RATIO
<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>
                                                                                                                       Three Months
                                                                                    Year Ended                            Ended
                                                              ---------------------------------------------------------  March 31,
Earnings                                                         1999        2000        2001         2002       2003      2004
                                                              --------------------------------------------------------- ----------
<S>                                                            <C>         <C>         <C>         <C>         <C>        <C>
Income before minority interests and other                     $ 29,504    $ 29,284    $  5,246    $ 19,447    $ 21,182   $ 9,197
Add:  Fixed charges (interest expense, amortization of
              debt issue costs and minority interest expense     22,813      28,165      22,718      22,941      22,177     3,596
          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                                         (1,018)       (982)       (973)     (1,308)     (1,300)     (283)
       Minority interest in pre-tax income that have not
            incurred fixed charges (equity method investees)       --          --          --          --          --
                                                              --------------------------------------------------------- -----------
                                 Total Earnings                  51,299      56,467      26,991      41,080      42,059    12,510
                                                              --------------------------------------------------------- -----------
Fixed Charges

Interest expense (includes amortization
       of debt issue costs                                       21,795      27,183      21,745      21,633      20,877     3,313
Estimated interest in rental expense                               --          --          --          --          --
        Minority interest expense on consolidated
            subsidiaries                                          1,018         982         973       1,308       1,300       283
                                                              --------------------------------------------------------- -----------
                               Total Fixed Charges               22,813      28,165      22,718      22,941      22,177     3,596
                                                              --------------------------------------------------------- -----------
Preferred Dividends                                            $ 15,087    $ 15,087    $ 15,077    $ 15,042    $ 16,596   $ 4,946

Ratio of earnings to fixed charges                                 2.25        2.00        1.19        1.79        1.90      3.48
Ratio of earnings to fixed charges
        and preferred dividends                                    1.35        1.31        0.71        1.08        1.08      1.46
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>8
<FILENAME>a4683513ex233.txt
<DESCRIPTION>CONSENT OF ACCOUNTING FIRM
<TEXT>
                                                                    Exhibit 23.3

            Consent of Independent Registered Public Accounting Firm

We  consent to the  reference  to our firm under the  caption  "Experts"  in the
Registration   Statement  (Form  S-3  No.  333-113487)  and  related  Prospectus
Supplement of LTC Properties,  Inc. for the  registration of 2,640,000 shares of
8% Series F Cumulative  Preferred  Stock and to the  incorporation  by reference
therein of our report dated February 9, 2004, except for Notes 8, 10, 11, and 12
as to which  the  date is  March  5,  2004,  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, 2003,  filed with the
Securities and Exchange Commission.

                                                           /s/ Ernst & Young LLP

Los Angeles, California
July 14, 2004


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>9
<FILENAME>a4683513ex991.txt
<DESCRIPTION>NEWS RELEASE JULY 16
<TEXT>
                                                                    EXHIBIT 99.1

                     LTC Announces Pricing of an Additional
              2,640,000 Shares of Its 8% Series F Preferred Stock

     MALIBU, Calif.--(BUSINESS WIRE)--July 16, 2004--LTC Properties, Inc.
(NYSE:LTC) announced today the Company has agreed to sell 2,640,000 additional
shares of its 8% Series F Cumulative Redeemable Preferred Stock (liquidation
preference of $25.00 per share) in a registered direct placement to a number of
institutional investors and other purchasers. The additional shares will be
issued at a price of $23.53 per share, plus an additional per share amount of
$0.0056 per day for the number of days from and including July 2, 2004 through
and including the day of sale. Net proceeds are estimated to be approximately
$62.1 million, prior to expenses and fees and the Company expects to close the
sale on July 20, 2004. Prior to the closing the Company has 4,000,000 shares of
its 8% Series F Cumulative Redeemable Preferred Stock issued, outstanding and
listed on the New York Stock Exchange (LTC PrF). The Company has applied to the
New York Stock Exchange to list the additional 8% Series F Cumulative Redeemable
Preferred Stock.
     The Company intends to use the net proceeds for general corporate purposes
which may include investments in and acquisitions of health care properties, the
funding of mortgage loans secured by health care properties and payment of
various mortgage debt.
     Cohen & Steers Capital Advisors, LLC acted as Placement Agent in this
transaction.
     Copies of the prospectus supplement and the accompanying prospectus may be
obtained by contacting the Company at 22917 Pacific Coast Highway, Suite 350,
Malibu, CA, 90265, Attention: Investor Relations, or at 805-981-8655. This press
release shall not constitute an offer to sell or the solicitation of an offer to
buy the securities, nor shall there be any sale of these securities in any state
in which such offer, solicitation or sale would be unlawful.
     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, Inc.
              Andre C. Dimitriadis, Chairman & CEO
              Wendy L. Simpson, Vice Chairman & CFO
              805-981-8655

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>10
<FILENAME>a4683513ex992.txt
<DESCRIPTION>NEWS RELEASE JULY 20
<TEXT>
                                                          Exhibit 99.2

               LTC Announces Closing of the Sale of an
    Additional 2,640,000 Shares of Its 8% Series F Preferred Stock

    MALIBU, Calif.--(BUSINESS WIRE)--July 20, 2004--LTC Properties,
Inc. (NYSE:LTC) announced today the closing of the sale of an
additional 2,640,000 shares of its 8% Series F Cumulative Preferred
Stock (the "Series F Preferred Stock") in a registered direct
placement. The additional Series F Preferred Stock was issued at
$23.53 per share plus $0.1056 per share representing accrued dividends
from and including July 2, 2004 to and including July 20, 2004
resulting in gross proceeds of approximately $62.4 million prior to
expenses and fees.
    Prior to this closing, the Company had 4,000,000 shares of its
Series F Preferred Stock issued, outstanding and listed on the New
York Stock Exchange (LTC PrF) and has applied to the New York Stock
Exchange to list these additional shares.
    The Company intends to use the net proceeds for general corporate
purposes which may include investments in and acquisitions of health
care properties, the funding of mortgage loans secured by health care
properties and payment of various mortgage debt.
    Cohen & Steers Capital Advisors, LLC served as placement agent in
connection with this transaction.
    Copies of the prospectus supplement and the accompanying
prospectus may be obtained by contacting the Company at 22917 Pacific
Coast Highway, Suite 350, Malibu, CA, 90265, Attention: Investor
Relations, or at 805-981-8655. This press release shall not constitute
an offer to sell or the solicitation of an offer to buy the
securities, nor shall there be any sale of these securities in any
state in which such offer, solicitation or sale would be unlawful.
    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, Inc.
             Andre C. Dimitriadis/Wendy L. Simpson, 805-981-8655


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
