Form: S-3

Registration statement under Securities Act of 1933

April 24, 1997

Documents

FORM T-1

Published on April 24, 1997



EXHIBIT 25

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM T-1


Statement of Eligibility
Under the Trust Indenture Act of 1939
of a Corporation Designated to Act as
Trustee


Check if an Application to Determine
Eligibility of a Trustee Pursuant to Section
305(b)(2) _______________


HARRIS TRUST AND SAVINGS BANK
(Name of Trustee)


Illinois 36-1194448
(State of Incorporation) (I.R.S. Employer
Identification No.)

111 West Monroe Street, Chicago, Illinois 60603
(Address of principal executive offices)


Daniel G. Donovan, Harris Trust and Savings Bank,
111 West Monroe Street, Chicago, Illinois, 60603
312-461-2908
(Name, address and telephone number for agent for service)


LTC PROPERTIES, INC.
(Name of Obligor)


Maryland 71-0720518
(State of Incorporation) (I.R.S. Employer
Identification No.)

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

Debt Securities
(Title of indenture securities)

1. GENERAL INFORMATION. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which
it is subject.

Commissioner of Banks and Trust Companies, State of Illinois,
Springfield, Illinois; Chicago Clearing House Association, 164 West
Jackson Boulevard, Chicago, Illinois; Federal Deposit Insurance
Corporation, Washington, D.C.; The Board of Governors of the Federal
Reserve System, Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Harris Trust and Savings Bank is authorized to exercise corporate
trust powers.

2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the Trustee,
describe each such affiliation.

The Obligor is not an affiliate of the Trustee.

3. through 15.

NO RESPONSE NECESSARY

16. LIST OF EXHIBITS.

1. A copy of the articles of association of the Trustee as now in effect
which includes the authority of the trustee to commence business and to
exercise corporate trust powers.

A copy of the Certificate of Merger dated April 1, 1972 between Harris
Trust and Savings Bank, HTS Bank and Harris Bankcorp, Inc. which
constitutes the articles of association of the Trustee as now in effect
and includes the authority of the Trustee to commence business and to
exercise corporate trust powers was filed in connection with the
Registration Statement of Louisville Gas and Electric Company, File No.
2-44295, and is incorporated herein by reference.

2. A copy of the existing by-laws of the Trustee.

A copy of the existing by-laws of the Trustee was filed in connection
with the Registration Statement of Commercial Federal Corporation, File
No. 333-20711, and is incorporated herein by reference.

3. The consents of the Trustee required by Section 321(b) of the Act.

(included as Exhibit A on page 2 of this statement)

4. A copy of the latest report of condition of the Trustee published
pursuant to law or the requirements of its supervising or examining
authority.

(included as Exhibit B on page 3 of this statement)

SIGNATURE


Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
HARRIS TRUST AND SAVINGS BANK, a corporation organized and existing under the
laws of the State of Illinois, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago, and State of Illinois, on the 24th day of April, 1997.

Harris Trust and Savings Bank


By: /s/ DG Donovan
----------------------------
D. G. Donovan
Assistant Vice President


EXHIBIT A

The consents of the Trustee required by Section 321(b) of the Act.

Harris Trust and Savings Bank, as the Trustee herein named, hereby consents that
reports of examinations of said trustee by Federal and State authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.

Harris Trust and Savings Bank


By: /s/ DG Donovan
---------------
D.G. Donovan
Assistant Vice President

2

EXHIBIT B

Attached is a true and correct copy of the statement of condition of Harris
Trust and Savings Bank as of December 31, 1996, as published in accordance with
a call made by the State Banking Authority and by the Federal Reserve Bank of
the Seventh Reserve District.

[LOGO OF HARRIS BANK]

Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603

of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close of
business on December 31, 1996, a state banking institution organized and
operating under the banking laws of this State and a member of the Federal
Reserve System. Published in accordance with a call made by the Commissioner of
Banks and Trust Companies of the State of Illinois and by the Federal Reserve
Bank of this District.

Bank's Transit Number 71000288




THOUSANDS
OF DOLLARS

ASSETS

Cash and balances due from depository institutions:
Non-interest bearing balances and currency and coin....................... $ 1,157,832
Interest bearing balances................................................. $ 658,287
Securities........................................................................
a. Held-to-maturity securities $ 0
b. Available-for-sale securities $ 2,759,331
Federal funds sold and securities purchased under agreements to resell
in domestic offices of the bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold........................................................ $ 316,275
Securities purchased under agreements to resell........................... $ 0
Loans and lease financing receivables:
Loans and leases, net of unearned income.................................. $ 8,199,096
LESS: Allowance for loan and lease losses................................. $ 108,408
-----------

Loans and leases, net of unearned income, allowance, and reserve
(item 4.a minus 4.b).............................................................. $ 8,090,688
Assets held in trading accounts................................................... $ 185,153
Premises and fixed assets (including capitalized leases).......................... $ 180,043
Other real estate owned........................................................... $ 582
Investments in unconsolidated subsidiaries and associated companies............... $ 82
Customer's liability to this bank on acceptances outstanding...................... $ 78,983
Intangible assets................................................................. $ 294,420
Other assets...................................................................... $ 542,257
-----------
TOTAL ASSETS $14,263,933
===========


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LIABILITIES
Deposits:
In domestic offices........................................................... $ 7,898,588
Non-interest bearing..................................................... $ 3,135,907
Interest bearing......................................................... $ 4,762,681
In foreign offices, Edge and Agreement subsidiaries, and IBF's................ $ 1,839,922
Non-interest bearing ................................................... $ 35,116
Interest bearing......................................................... $ 1,804,806
Federal funds purchased and securities sold under agreements to repurchase in
domestic offices of the bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds purchased....................................................... $ 1,615,797
Securities sold under agreements to repurchase................................ $ 376,270
Trading Liabilities $ 74,165
Other borrowed money.............................................................
a. With remaining maturity of one year or less $ 697,591
b. With remaining maturity of more than one year $ 9,265
Bank's liability on acceptances executed and outstanding $ 78,983
Subordinated notes and debentures................................................ $ 310,000
Other liabilities................................................................ $ 170,785
--------------------------
TOTAL LIABILITIES $13,071,366
==========================

EQUITY CAPITAL
Common stock..................................................................... $ 100,000
Surplus.......................................................................... $ 600,377
a. Undivided profits and capital reserves....................................... $ 506,301
b. Net unrealized holding gains (losses) on available-for-sale securities $ (14,111)
--------------------------
TOTAL EQUITY CAPITAL $ 1,192,567
==========================
Total liabilities, limited-life preferred stock, and equity capital.............. $14,263,933
==========================


I, Steve Neudecker, Vice President of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal Reserve System and
is true to the best of my knowledge and belief.

STEVE NEUDECKER
1/29/97

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and, to the best of our
knowledge and belief, has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and the
Commissioner of Banks and Trust Companies of the State of Illinois and is true
and correct.

EDWARD W. LYMAN,
ALAN G. McNALLY,
MARIBETH S. RAHE
Directors.

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