Exhibit 4.2


                              LTC PROPERTIES, INC.


                             ARTICLES SUPPLEMENTARY



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

         FIRST: Pursuant to the authority expressly vested in the Board of
Directors of the Company by Article SEVENTH of the Company's Articles of
Amendment and Restatement filed with the Department on August 3, 1992, as
amended and supplemented (the "Charter"), and Section 2-105 of the Maryland
General Corporation Law (the "MGCL"), the Board of Directors of the Company has,
by unanimous written consent in lieu of a meeting dated as of March 18, 2004,
adopted resolutions reclassifying and designating Forty Thousand (40,000)
authorized but unissued shares of Series D Participating Preferred Stock of the
Company ("Series D Preferred Stock"), constituting all of the shares classified
and designated as Series D Preferred Stock, as authorized but unissued and
unclassified shares of Preferred Stock (as defined in the Charter) of the
Company

         SECOND: After giving effect to the reclassification and designation of
such authorized but unissued shares of Series D Preferred Stock described in
Article FIRST, the number of authorized but unissued shares of Series D
Preferred Stock is zero, and of the Fifteen Million (15,000,000) shares of
Preferred Stock which the Company has authority to issue under its Charter, Two
Million (2,000,000) shares have been classified and designated as 8.5% Series C
Cumulative Convertible Preferred Stock ("Series C Preferred Stock"), Two Million
Two Hundred Thousand (2,200,000) shares have been classified and designated as
8.5% Series E Cumulative Convertible Preferred Stock, Four Million (4,000,000)
shares have been classified and designated as 8% Series F Cumulative Preferred
Stock and Six Million Eight Hundred Thousand (6,800,000) shares have not been
classified and designated as a separate series. The total number of shares of
stock of all classes which the Company has authority to issue, consisting of
Fifty Million (50,000,000) shares, par value $.01 per share, remains unchanged.

         THIRD: The shares of stock described herein have been classified or
reclassified by the Board of Directors under the authority contained in the
Charter of the Company.

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

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



         IN WITNESS WHEREOF, the Company has caused these Articles Supplementary
to be executed under seal in its name and on its behalf by its Vice Chairman and
attested to by its Secretary on this ___ day of April, 2004.

ATTEST:                                     LTC PROPERTIES, INC.



By:     /s/ ALEX CHAVEZ                   By:    /s/WENDY L. SIMPSON (SEAL)
        ---------------                          -------------------
Name:   Alex Chavez                       Name:  Wendy L. Simpson
Title:  Secretary                         Title: Vice Chairman


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