Form: 8-A12B

Registration of securities [Section 12(b)]

August 21, 1996

Documents

8-A12B: Registration of securities [Section 12(b)]

Published on August 21, 1996



FORM 8-A
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934



LTC PROPERTIES, INC.
(Exact name of registrant as specified in its charter)



Maryland 71-0720518
(State of incorporation or organization) (I.R.S. Employer Identification No.)

300 Esplanade Drive - Suite 1860 93030
Oxnard, California 93030 (Zip Code)
(Address of principal executive offices)

If this Form relates to the registration If this Form relates to the registration
of a class of debt securities and is of a class of debt securities and is to
effective upon filing pursuant to become effective simultaneously with the
General Instruction A(c)(1) please check effectiveness of a concurrent registration
the following box. [_] statement under the Securities Act of 1933
pursuant to General Instruction A(c)(2)
please check the following box. [_]


SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(b) OF THE ACT:

8.25% Convertible Subordinated Debentures Due 2001
(Title of each class to be registered)

New York Stock Exchange
(Name of each exchange on which each class is to be registered)


SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(g) OF THE ACT:

None
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Page 1 of 3 pages

ITEM 1. Description of Registrant's Securities to be Registered.
-------------------------------------------------------

A description of the 8.25% Convertible Subordinated Debentures Due
2001 (the "Debentures") to be registered hereunder is contained in the section
entitled "Description of Debt Securities" on pages 11 through 17 of the
Prospectus included in the Registrant's Form S-3 Registration Statement, No.
333-2444, as filed on March 15, 1995 and as declared effective on April 4, 1996
by the Securities and Exchange Commission, and as supplemented in the section
entitled "Description of Debentures" on pages S-7 through S-8 of the Prospectus
Supplement dated August 20, 1996 as filed on August 21, 1996. Such description
is incorporated herein by reference.

ITEM 2. Exhibits.
--------


Exhibit
Number Description
------ -----------

1.1 Form of Indenture relating to the Debentures. (1)

1.2 Form of Fifth Supplemental Indenture relating to the
Debentures (includes text of Debenture).

2.1 Amended and Restated Certificate of Incorporation of
Registrant. (2)

2.2 Bylaws of Registrant. (3)

- -------------
1) Filed as exhibit number 4.2 to Amendment No. 1 to Registrant's Form S-3
Registration Statement No. 33-82844, and incorporated herein by reference.

2) Filed as exhibit number 3.1 to Registrant's Form S-11 Registration Statement
No. 33-48085, and incorporated herein by reference.

3) Filed as exhibit number 3.1 to Registrant's Form 10-Q for the quarterly
period ended June 30, 1996 and incorporated herein by reference.

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SIGNATURE
---------


Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.


August 21, 1996 LTC Properties, Inc.
("Registrant")



By: /s/ JAMES J. PIECZYNSKI
----------------------------
James J. Pieczynski
Chief Financial Officer and
Chief Accounting Officer

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