ARTICLES OF AMENDMENT AND RESTATEMENT

EXHIBIT 3.1

ARTICLES OF AMENDMENT AND RESTATEMENT
OF
LTC PROPERTIES, INC.

THIS IS TO CERTIFY THAT:

FIRST: INCORPORATION, AMENDMENT AND RESTATEMENT.
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The Corporation was incorporated under the general laws of the State
of Maryland on May 12, 1992. As originally filed, the Articles of Incorporation
misnumbered various sections of said Articles. In order to correct such
misnumbering (and to reflect the number and identity of the Board of Directors
as of the date hereof), the Board of Directors and the stockholders have each
unanimously approved the Articles of Amendment and Restatement.

SECOND: NAME.
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The name of the Corporation is:

LTC PROPERTIES, INC.

THIRD: PURPOSE.
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The purpose for which the Corporation is formed and the business or
objects to be carried on and promoted by it within the State of Maryland or
elsewhere, is to engage in any lawful act or activity for which corporations may
be formed under the Maryland General Corporation Law.

Without limiting the generality of such purpose, business and objects,
at such time or times as the Board of Directors of the Corporation determines
that it is in the interests of the Corporation and its Stockholders that the
Corporation engage in the business of, and conduct its business and affairs so
as to qualify as, a real estate investment trust (as that phrase is defined in
the Internal Revenue Code of 1986 ("Code") as the same may be amended), then the
purpose of the Corporation shall be to engage in the business of such a real
estate investment trust ("REIT"); but this reference to such purpose shall not
make unlawful or unauthorized any otherwise lawful act or activity that the
Corporation may take that is inconsistent with such purpose.

FOURTH: PRINCIPAL OFFICE ADDRESS.
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The Address of the principal office of the Corporation in the State of
Maryland is c/o The Corporation Trust Incorporated, 32 South Street, Baltimore,
MD 21202.

FIFTH: RESIDENT AGENT.
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The Resident Agent of the Corporation is The Corporation Trust
Incorporated, whose address is 32 South Street, Baltimore, MD 21202. Said
Resident Agent is a Maryland corporation.

SIXTH: BOARD OF DIRECTORS.
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6.1 The Corporation shall have a Board of Directors consisting of
five (5) Directors, which number may be increased or decreased in accordance
with the Bylaws of the Corporation from time to time, but shall not be less than
the number required by Section 2-402 of the Maryland General Corporation law, as
may be amended from time to time.

6.2 The names of the Directors currently in office are: Andre C.
Dimitriadis, William McBride III, Neal M. Elliott, Edmund C. King and Sam
Yellen.

SEVENTH: AUTHORIZED CAPITAL STOCK.
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7.1 The total number of shares of stock of all classes which the
Corporation has authority to issue is fifty million (50,000,000) shares, each
share having a par value of $.01, of which forty million (40,000,000) shares
shall be Common Stock (or shares of one or more classes of "Excess Common
Shares" as provided in Section 9.3 hereof), and ten million (10,000,000) shares
shall be Preferred Stock (or shares of one or more classes of "Excess Preferred
Shares" as provided in said Section 9.3). The Board of Directors may issue the
Preferred Stock in such one or more series consisting of such numbers of shares
and having such preferences, conversion and other rights, voting powers,
restrictions and limitations as to dividends, qualifications and terms and
conditions of redemption of stock as the Board of Directors may from time to
time determine when designating such series.

7.2 The Board of Directors may classify or reclassify any unissued
stock from time to time by setting or changing the preferences, conversion and
other rights, voting powers, restrictions and limitations as to dividends,
qualifications, and terms and conditions of redemption of stock.

7.3 The Board of Directors may authorize the issuance from time to
time of shares of stock of any class, whether now or hereafter authorized, or
securities or rights convertible into shares of stock, for such consideration as
the Board of Directors may deem advisable (or without consideration in the case
of a share split or dividend), subject to such restrictions or limitations, if
any, as may be set forth in the Bylaws of the Corporation.

EIGHTH: LIMITATION ON PREEMPTIVE RIGHTS.
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No Stockholder of the Corporation shall have any preferential or
preemptive right to acquire additional shares of Stock of the Corporation of the
same or any other class of Stock except to the extent that, and on such terms
as, the Board of Directors from time to time may determine.

NINTH: LIMITATIONS ON OWNERSHIP.
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Section 9.1 Stockholder Information. Each Stockholder shall upon
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demand of the Corporation disclose to the Corporation in writing such
information with respect to direct and indirect ownership of shares owned (or
deemed to be owned, after applying rules referred to in Subsection 9.3.1 and any
other rules applicable to REITs under the REIT Provisions of the Code)

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as the Board of Directors in its discretion deems reasonably necessary or
appropriate in order that the Corporation may fully comply with all provisions
of the Code applicable to REITs, and all regulations, rulings and cases
promulgated or decided thereunder ("REIT Provisions of the Code") or to comply
with the requirements of any taxing authority or governmental agency.

Section 9.2 Transferee Information. Whenever the Board of
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Directors deems it reasonably necessary to protect the tax status of the
Corporation as a REIT, the Board of Directors may require a statement or
affidavit from each Stockholder or proposed transferee of Stock setting forth
the number of shares of Stock of each class already owned (actually or
beneficially) by such proposed transferee and any related person specified in
the form reasonably prescribed by the Board of Directors for that purpose. If,
in the opinion of the Board of Directors, any proposed transfer may jeopardize
the qualification of the Corporation as a REIT, the Board of Directors may
refuse to permit the transfer of such Stock to the proposed transferee. All
contracts for the sale or other transfer of Stock shall be subject to this
provision.

Section 9.3 Limit on Ownership; Excess Shares.
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9.3.1 Except as otherwise provided by Subsection 9.3.6, no
person shall at any time directly or indirectly acquire or hold beneficial
ownership in the aggregate of more than the percentage limit ("Limit") set forth
in Subsection 9.3.2 of the outstanding Stock of any class of the Corporation.
Such shares of Stock held by a Stockholder over the Limit, including any shares
of Stock that would exceed the Limit if Stock was redeemed in accordance with
Section 9.3.5 (but excluding any shares exempted by the Board of Directors in
accordance with Section 9.3.6), are herein referred to as "Excess Common Shares"
if originally shares of Common Stock and as "Excess Preferred Shares" if
originally shares of Preferred Stock and collectively as "Excess Shares". For
purposes of this Section 9.3 a person shall be deemed to be the beneficial owner
of the Stock that such person (i) actually owns, (ii) constructively owns after
applying the rules of Section 544 of the Code as modified in the case of a REIT
by Sections 856(a)(6) and Section 856(h) of the Code, and (iii) has the right to
acquire upon exercise of outstanding rights, options and warrants, and upon
conversion of any securities convertible into Stock, if any, if such inclusion
will cause such person to own more than the Limit.

9.3.2 For purposes of this Section 9.3:

9.3.2.1 The Limit shall be the number of shares of Common
Stock that equals 9.8% of the number of then outstanding shares of Common
Stock.

9.3.2.2 The Limit of shares of any class or series of Stock
other than Common Stock (and other than Excess Shares) shall be the number
of shares of such class that equals 9.8% of the number of then outstanding
shares of such class or series.

9.3.3 Upon shares of any class or series of Stock becoming
Excess Shares as defined in this Section 9.3, such shares shall be deemed
automatically to have been converted into a class separate and distinct from the
class or series from which converted and from any other class of Excess Shares,
each such class being designated "Excess Shares of (Name of Stockholder)". The
voting, distribution, redemption and other characteristics of such

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class of Excess Shares are as set forth in this Article IX. Upon any shares that
have become Excess Shares ceasing to be Excess Shares as defined in this Section
9.3, such shares if then still outstanding shall be deemed automatically to have
been reconverted back into shares of the class or series of Stock from which
they were originally converted.

9.3.4 No Stockholder may vote any Excess Shares held by such
Stockholder, and Excess Shares shall not be considered outstanding for the
purpose of determining a quorum at any meeting of Stockholders. The Corporation,
at the direction of the Board of Directors, in its sole discretion, may choose
to accumulate all distributions and dividends payable upon the Excess Shares of
any particular Stockholder in a non-interest bearing escrow account the proceeds
of which shall be payable to the holder of the Excess Shares only at such time
as such Stock ceases to be Excess Shares.

9.3.5 The Corporation, upon authorization by the Board of
Directors, by notice to the holder thereof, may redeem any or all Shares that
are Excess Shares (including Shares that remain or become Excess Shares because
of the decrease in outstanding shares resulting from such redemption); and from
and after the date of giving such notice of redemption ("redemption date") the
shares called for redemption shall cease to be outstanding and the holder
thereof shall cease to be entitled to dividends, voting rights and other
benefits with respect to such Shares excepting only the right to payment by the
Corporation of the redemption price determined and payable as set forth in the
following two sentences. Subject to the limitation on payment set forth in the
following sentence, the redemption price of each Excess Share called for
redemption shall be the average daily per share closing sales price of a share
of Stock of the class of the Corporation from which such Excess Share was
converted if shares of such class are listed on a national securities exchange
or on the National Association of Securities Dealers Automated Quotation
National Market System, and if such shares are not so listed shall be the mean
between the average per share closing bid prices and the average per share
closing asked prices, in each case during the 30 day period ending on the
business day prior to the redemption date, of if there have been no sales on a
national securities exchange or on the National Association of Securities
Dealers Automated Quotation National Market System and no published bid and
asked quotations with respect to shares of such class during such 30 day period,
the redemption price shall be the price determined by the Board of Directors in
good faith. Unless the Board of Directors determines that it is in the interest
of the Corporation to make earlier payment of all of the amount determined as
the redemption price per share in accordance with the preceding sentence, the
redemption price shall be payable only upon the liquidation of the Corporation
and shall not exceed an amount which is the sum of the per share distributions
designated as liquidating distributions and return of capital distributions
declared subsequent to the redemption date with respect to unredeemed shares of
record of the class of the Corporation from which such Excess Share was
converted, and no interest shall accrue with respect to the period subsequent to
the redemption date to the date of such payment; provided, however, that in the
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event that within 30 days after the redemption date the person from whom the
Excess Shares have been redeemed sells (and notifies the Corporation of such
sale) a number of the remaining shares owned by him of the class of Stock from
which his Excess Shares were converted at least equal to the number of such
Excess Shares (and such sale is to a Person in whose hands the shares sold would
not be Excess Shares), then the Corporation shall rescind the redemption of the
Excess Shares if following such rescission such Person would not be the holder
of Excess Shares, except that if

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the Corporation receives an opinion of its counsel that such rescission would
jeopardize the tax status of the Corporation as a REIT or would be unlawful in
any regard, then the Corporation shall in lieu of rescission make immediate
payment of the redemption price.

9.3.6 Shares described in this Section 9.3.6 shall not be
deemed to be Excess Shares at the times and subject to the terms and conditions
set forth in this Section 9.3.6.

9.3.6.1 Subject to the provisions of Subsection 9.3.7, Shares
acquired and held by an underwriter in a public offering of shares, or in a
transaction involving the issuance of shares by the Corporation in which
the Board of Directors determines that the underwriter or other person or
party initially acquiring such shares will make a timely distribution of
such shares to or among other holders such that, following such
distribution, none of such shares will be Excess Shares.

9.3.6.2 Subject to the provisions of Subsection 9.3.7, Shares
which the Board of Directors in its sole discretion may exempt from the
Limit while owned by a person who has provided the Corporation with
evidence and assurances acceptable to the Board that the qualification of
the Corporation as a REIT would not be jeopardized thereby.

9.3.6.3 Shares acquired pursuant to an all cash tender offer
made for all outstanding Shares of the Corporation (including securities
convertible into Shares) in conformity with applicable federal and state
securities laws where two-thirds of the outstanding Shares (not including
Shares or securities convertible into Shares held by the tender offerer
and/or any "affiliates" or "associates" thereof within the meaning of the
Securities Exchange Act) are duly tendered and accepted pursuant to the
cash tender offer, provided that the person acquiring such shares pursuant
to such tender offer has obligated itself as soon as practicable after the
acquisition of such shares (through a second-step merger or otherwise) to
permit each Stockholder of the Corporation who did not accept such tender
offer to sell all shares held by such Stockholder to such person (or an
affiliate of such person) at a cash price per share not less than that paid
pursuant to the tender offer.

9.3.7 The Board of Directors, in its sole discretion, may at
any time revoke any exception in the case of any Stockholder pursuant to
Subsection 9.3.6.1 or 9.3.6.2, and upon such revocation, the provisions of
Subsections 9.3.4 and 9.3.5 shall immediately become applicable to such
Stockholder and all shares of which such Stockholder may be the beneficial
owner. The decision to exempt or refuse to exempt from the Limit ownerships of
certain designated shares of Stock, or to revoke an exemption previously
granted, shall be made by the Board of Directors at its sole discretion, based
on any reason whatsoever, including but not limited to, the preservation of the
Corporation's qualification as a REIT.

9.3.8 Notwithstanding any other provision of these Articles
of Incorporation to the contrary, any purported acquisition of Stock of the
Corporation that would result in the disqualification of the Corporation as a
REIT shall be null and void.

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9.3.9 In applying the provisions of this Section 9.3, the
Board of Directors may take into account the lack of certainty in the REIT
Provisions of the Code relating to the ownership of stock that may prevent a
corporation from qualifying as a REIT and may make interpretations concerning
the Limit and Excess Shares and attributed ownership and related matters on as
conservative basis as the Board of Directors deems advisable to minimize or
eliminate uncertainty as to the Corporation's qualification or continued
qualification as a REIT.

9.3.10 Nothing contained in this Section 9.3 or in any other
provision of these Articles of Incorporation shall limit the authority of the
Board of Directors to take such other action as it deems necessary or advisable
to protect the Corporation and the interests of the Stockholders by preservation
of the Corporation's qualification as a REIT under the REIT Provisions.

9.3.11 If any provision of this Section 9.3 or any application
of any such provision is determined to be invalid by any federal or state court
having jurisdiction over the issue, the validity of the remaining provisions of
this Section 9.3 shall not be affected and other applications of such provision
shall be affected only to the extent necessary to comply with the determination
of such court. To the extent this Section 9.3 may be inconsistent with any other
provision of these Articles of Incorporation Section 9.3 shall be controlling.

TENTH: RIGHTS AND POWERS OF THE CORPORATION AND
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THE BOARD OF DIRECTORS
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In carrying on its business, or for the purpose of attaining or
furthering any of its objects, the Corporation shall have all of the rights,
powers and privileges granted to corporations by the laws of the State of
Maryland, as well as the power to do any and all acts and things that a natural
person or partnership could do as now or hereafter authorized by law, either
alone or in partnership or conjunction with others. In furtherance and not in
limitation of the powers conferred by statute, the powers of the Corporation and
of the Directors and Stockholders shall include the following:

10.1 Any Director individually, or any firm of which any Director
may be a member, or any corporation or association of which any Director may be
an officer or director or in which any Director may be interested as the holder
of any amount of its capital stock or otherwise, may be a party to, or may be
pecuniarily or otherwise interested in, any contract or transaction of the
Corporation, and, in the absence of fraud, no contract or other transaction
shall be thereby affected or invalidated; provided, however, that either (i)
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such fact shall be disclosed or shall have been known to whomsoever among the
Board of Directors (or Stockholders of the Corporation entitled to vote)
approved such contract or transaction by majority vote, or (ii) the contract or
transaction is fair and reasonable to the Corporation. Any Director of the
Corporation who is also a director or officer of or interested in such other
corporation or association, or who, or the firm of which he is a member, is so
interested, may be counted in determining the existence of a quorum at any
meeting of the Board of Directors of the Corporation which shall authorize any
such contract or transaction, with like force and effect as if he were not such
a

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director or officer of such other corporation or association or were not so
interested or were not a member of a firm so interested.

10.2 The Corporation reserves the right, from time to time, to
make any amendment to its Charter, now or hereafter authorized by law, including
any amendment which alters the contract rights, as expressly set forth in its
Charter, of any outstanding Stock.

10.3 Except as otherwise provided in the Charter or Bylaws of the
Corporation, as from time to time amended, the business of the Corporation shall
be managed by its Board of Directors. The Board of Directors shall have and may
exercise all the rights, powers and privileges of the Corporation except only
for those that are by law, the Charter and Bylaws of the Corporation, conferred
upon or reserved to the Stockholders. Additionally, the Board of Directors of
the Corporation is hereby specifically authorized and empowered from time to
time in its discretion:

10.3.1 To borrow and raise money, without limit and upon any
terms, for any corporate purposes; and, subject to applicable law, to authorize
the creation, issuance, assumption, or guaranty of bonds, debentures, notes, or
other evidences of indebtedness for money so borrowed, to include therein such
provisions as to redeemability, convertibility, or otherwise, as the Board of
Directors, in its sole discretion, determines, and to secure the payment of
principal, interest, or sinking fund in respect thereof by mortgage upon, or the
pledge of, or the conveyance or assignment in trust of, all or any part of the
properties, assets, and goodwill of the Corporation then owned or thereafter
acquired;

10.3.2 To make, alter, amend, change, add to or repeal the
Bylaws of the Corporation, except as otherwise may be provided herein; and

10.3.3 To the extent permitted by law, to declare and pay
dividends or other distributions to the Stockholders from time to time out of
the earnings, earned surplus, paid-in surplus or capital of the Corporation,
notwithstanding that such declaration may result in the reduction of the capital
of the Corporation. In connection with any dividends or other distributions upon
the Stock, the Corporation need not reserve any amount from such dividend or
other distributions to satisfy any preferential rights of any Stockholder.

ELEVENTH: LIMITATION OF DIRECTOR AND OFFICER LIABILITY
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To the full extent permitted under the Maryland General Corporation
Law as in effect on the date hereof, or as hereafter from time to time amended,
no Director or officer shall be liable to the Corporation or to its Stockholders
for money damages for any breach of any duty owed by such Director or officer to
the Corporation or any of its Stockholders. Neither the amendment or repeal of
this Article, nor the adoption of any provision in the Corporation's Charter
inconsistent with this Article, shall eliminate or reduce the protection
afforded by this Article to a Director or officer or former Director or officer
of the Corporation with respect to any matter which occurred, or any cause of
action, suit or claim which accrued or arose, prior to such amendment, repeal or
adoption.

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TWELFTH: INDEMNIFICATION.
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To the full extent permitted by Section 2-418 of the Maryland General
Corporation Law as in effect on the date hereof, or as hereafter from time to
time amended, the Corporation shall indemnify present and former Directors of
the Corporation and shall have the power to indemnify, by express provision in
its Bylaws, by Agreement, or by majority vote of either its Stockholders or
disinterested Directors, any one or more of the following classes of
individuals: (1) present or former officers of the Corporation, (2) present or
former agents and/or employees of the Corporation, (3) present or former
administrators, trustees or other fiduciaries under any pension, profit sharing,
deferred compensation, or other employee benefit plan maintained by the
Corporation, and (4) persons serving or who have served at the request of the
Corporation in any of these capacities for any other corporation, partnership,
joint venture, trust or other enterprises. However, the Corporation shall not
have the power to indemnify any person to the extent such indemnification would
be contrary to Section 2-418 of the Maryland General Corporation Law or any
applicable statute, rule or regulation of similar import.

(The balance of this page is purposely blank)

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IN WITNESS WHEREOF, the undersigned Andre C. Dimitriadis, Chairman of
the Board of Directors, hereby signs and acknowledges and the undersigned
William McBride III, President, hereby attests, these Articles of Amendment and
Restatement, each of said officers hereby further certifying that they have been
authorized so to sign and acknowledge and so to attest by the Board of Directors
of the Corporation this 30th day of July, 1992.

/s/ Andre C. Dimitriadis
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Andre C. Dimitriadis


ATTEST: /s/ William McBride III
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William McBride III

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