ARTICLES SUPPLEMENTARY CLASSIFYING SHARES OF STOCK

EXHIBIT 3.2
LTC PROPERTIES, INC.

ARTICLES SUPPLEMENTARY CLASSIFYING
3,080,000 SHARES OF
9.5% SERIES A CUMULATIVE PREFERRED STOCK



LTC Properties, Inc., a Maryland corporation (the "Company"),
certifies to the Maryland State Department of Assessments and Taxation (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 (the
"Charter") and Section 2-105 of the Maryland General Corporation Law ("MGCL"),
the Board of Directors has, at a meeting duly called and noticed at which a
quorum of directors was present and acting throughout, adopted resolutions
classifying and designating a separate series of authorized but unissued
Preferred Stock of the Company, setting certain of the preferences, conversion
and other rights, voting powers, restrictions, qualifications and terms and
conditions of redemption of such separate series of Preferred Stock, providing
for the issuance of a maximum of 3,080,000 shares of such series of Preferred
Stock and, pursuant to the powers contained in the bylaws of the Corporation and
the MGCL, appointing a Committee (the "Committee") of the Board of Directors
comprised of Andre C. Dimitriadis and William McBride III, and delegating to the
Committee, to the fullest extent permitted by Maryland law and the Charter and
Bylaws of the Company, all powers of the Board of Directors with respect to
designating and setting of the preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends and other distributions,
qualifications and terms and conditions of redemption of such series of
Preferred stock and determining the number or shares of such series of Preferred
Stock (not in excess of the aforesaid maximum number) to be issued and the price
and other terms and conditions upon which shares of such series of Preferred
Stock are to be offered, sold and issued.

SECOND: Pursuant to the authority conferred upon the Committee as
aforesaid, the Committee has, by unanimous written consent, duly adopted
resolutions designating the aforesaid series of Preferred Stock as "9.5% Series
A Cumulative Preferred Stock", setting the preferences, conversion and other
rights, voting powers, restrictions and limitations as to dividends,
qualifications and terms and conditions of redemption of such 9.5% Series A
Cumulative Preferred Stock (to the extent not set by the Board of Directors in
the resolutions referred to in Article FIRST of these Articles Supplementary)
and authorizing the issuance of up to 3,080,000 shares of 9.5% Series A
Cumulative Preferred Stock.

THIRD: The series of Preferred Stock of the Company created by the
resolutions duly adopted by the Board of Directors of the Company and by the
Committee and referred to in Articles FIRST and SECOND of these Articles
Supplementary shall have the following designation, number of shares,
preferences, conversion and other rights, voting powers,

restrictions and limitations as to dividends, qualifications, terms and
conditions of redemption and other terms and conditions.

1. Designation and Number. A series of Preferred Stock, designated
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the "9.5% Series A Cumulative Preferred Stock" (the "Series A Preferred Stock"),
is hereby established. The number of shares of the Series A Preferred Stock
shall be 3,080,000.

2. Maturity. The Series A Preferred Stock has no stated maturity and
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will not be subject to any sinking fund or mandatory redemption.

3. Rank. The Series A Preferred Stock will, with respect to
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dividend rights and rights upon liquidation, dissolution or winding up of the
Company, rank (i) senior to all classes or series of Common Stock of the
Company, and to all equity securities ranking junior to the Series A Preferred
Stock with respect to dividend rights or rights upon liquidation, dissolution
or winding up of the Company; (ii) on a parity with all equity securities issued
by the Company the terms of which specifically provide that such equity
securities rank on a parity with the Series A Preferred Stock with respect to
dividend rights or rights upon liquidation, dissolution or winding up of the
Company; and (iii) junior to all existing and future indebtedness of the
Company. The term "equity securities" does not include convertible debt
securities, which will rank senior to the Series A Preferred Stock prior to
conversion.

4. Dividends
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(a) Holders of shares of the Series A Preferred Stock are entitled to
receive, when and as declared by the Board of Directors (or a duly authorized
committee thereof), out of funds legally available for the payment of dividends,
preferential cumulative cash dividends at the rate of 9.5% per annum of the
Liquidation Preference (as defined below) per share (equivalent to a fixed
annual amount of $2.375 per share). Dividends on the Series A Preferred Stock
shall be cumulative from the date of original issue and shall be payable monthly
in arrears on or before the 15th day of each month, or, if not a business day,
the next succeeding business day (each, a "Dividend Payment Date"). The first
dividend, which will be paid on April 15, 1997, will be for less than a full
month. Such dividend and any dividend payable on the Series A Preferred Stock
for any partial dividend period will be computed on the basis of a 360-day year
consisting of twelve 30-day months. Dividends will be payable to holders of
record as they appear in the stock records of the Company at the close of
business on the applicable record date, which shall be the first day of the
calendar month in which the applicable Dividend Payment Date falls or on such
other date designated by the Board of Directors of the Company for the payment
of dividends that is not more than 30 nor less than 10 days prior to such
Dividend Payment Date (each, a "Dividend Record Date").

(b) No dividends on shares of Series A Preferred Stock shall be
declared by the Board of Directors or paid or set apart for payment by the
Company at such time as the terms and provisions of any agreement of the
Company, including any agreement relating to its indebtedness, prohibits such
declaration, payment or setting apart for payment or provides that

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such declaration, payment or setting apart for payment would constitute a breach
thereof or a default thereunder, or if such declaration or payment shall be
restricted or prohibited by law.

(c) Notwithstanding the foregoing, dividends on the Series A
Preferred Stock will accrue whether or not the Company has earnings, whether or
not there are funds legally available for the payment of such dividends and
whether or not such dividends are declared. Accrued but unpaid dividends on
the Series A Preferred Stock will not bear interest and holders of the Series A
Preferred Stock will not be entitled to any distributions in excess of full
cumulative distributions described above. Except as set forth in the next
sentence, no dividends will be declared or paid or set apart for payment on any
capital stock of the Company or any other series of Preferred Stock ranking, as
to dividends, on a parity with or junior to the Series A Preferred Stock (other
than a dividend in shares of the Company's Common Stock or in shares of any
other class of stock ranking junior to the Series A Preferred Stock as to
dividends and upon liquidation) for any period unless full cumulative dividends
have been or contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof is set apart for such payment on the Series A
Preferred Stock for all past dividend periods and the then current dividend
period. When dividends are not paid in full (or a sum sufficient for such full
payment is not so set apart) upon the Series A Preferred Stock and the shares of
any other series of Preferred Stock ranking on a parity as to dividends with the
Series A Preferred Stock, all dividends declared upon the Series A Preferred
Stock and any other series of Preferred Stock ranking on a parity as to
dividends with the Series A Preferred Stock shall be declared pro rata so that
the amount of dividends declared per share of Series A Preferred Stock and such
other series of Preferred Stock shall in all cases bear to each other the same
ratio that accrued dividends per share on the Series A Preferred Stock and such
other series of Preferred Stock (which shall not include any accrual in respect
of unpaid dividends for prior dividend periods if such Preferred Stock does not
have a cumulative dividend) bear to each other.

(d) Except as provided in the immediately preceding paragraph,
unless full cumulative dividends on the Series A Preferred Stock have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof is set apart for payment for all past dividend periods and the
then current dividend period, no dividends (other than in shares of Common Stock
or other shares of capital stock ranking junior to the Series A Preferred Stock
as to dividends and upon liquidation) shall be declared or paid or set aside
for payment nor shall any other distribution be declared or made upon the Common
Stock, or any other capital stock of the Company ranking junior to or on a
parity with the Series A Preferred Stock as to dividends or upon liquidation,
nor shall any shares of Common Stock, or any other shares of capital stock of
the Company ranking junior to or on a parity with the Series A Preferred Stock
as to dividends or upon liquidation be redeemed, purchased or otherwise
acquired for any consideration (or any moneys be paid to or made available for
a sinking fund for the redemption of any such shares) by the Company (except by
conversion into or exchange for other capital stock of the Company ranking
junior to the Series A Preferred Stock as to dividends and upon liquidation or
redemptions for the purpose of preserving the Company's qualification as a
REIT). Holders of shares of the Series A Preferred Stock shall not be entitled
to any dividend, whether payable in cash, property or stock, in excess of full
cumulative dividends on the Series A Preferred Stock as provided above. Any
dividend payment made on shares of the Series A Preferred Stock shall first

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be credited against the earliest accrued but unpaid dividend due with respect to
such shares which remains payable.

5. Liquidation Preference. Upon any voluntary or involuntary
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liquidation, dissolution or winding up of the affairs of the Company, the
holders of shares of Series A Preferred Stock are entitled to be paid out of the
assets of the Company legally available for distribution to its shareholders a
liquidation preference of $25 per share (the "Liquidation Preference"), plus an
amount equal to any accrued and unpaid dividends to the date of payment, but
without interest, before any distribution of assets is made to holders of Common
Stock or any other class or series of capital stock of the Company that ranks
junior to the Series A Preferred Stock as to liquidation rights. The Company
will promptly provide to the holders of Series A Preferred Stock written notice
of any event triggering the right to receive such Liquidation Preference. After
payment of the full amount of the Liquidation Preference, plus any accrued and
unpaid dividends to which they are entitled, the holders of Series A Preferred
Stock will have no right or claim to any of the remaining assets of the
Company. The consolidation or merger of the Company with or into any other
corporation, trust or entity or of any other corporation with or into the
Company, or the sale, lease or conveyance of all or substantially all of the
property or business of the Company, shall not be deemed to constitute a
liquidation, dissolution or winding up of the Company.

In determining whether a distribution (other than upon voluntary
or involuntary liquidation) by dividend, redemption or other acquisition of
shares of stock of the Company or otherwise is permitted under the Maryland
General Corporation Law (the "MGCL"), no effect shall be given to amounts that
would be needed if the Company would be dissolved at the time of the
distribution, to satisfy the preferential rights upon distribution of holders of
shares of stock of the Corporation whose preferential rights upon distribution
are superior to those receiving the distribution.

6. Redemption.
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(a) The Series A Preferred Stock is not redeemable prior to April 1,
2001. On and after April 1, 2001, the Company, at its option upon not less than
30 nor more than 60 days' written notice, may redeem shares of the Series A
Preferred Stock, in whole or in part, at any time or from time to time, for cash
at a redemption price of $25 per share, plus all accrued and unpaid dividends
thereon to the date fixed for redemption (except with respect to Excess Shares
(as defined in the Articles)), without interest. Holders of Series A Preferred
Stock to be redeemed shall surrender such Series A Preferred Stock at the place
designated in such notice and shall be entitled to the redemption price and any
accrued and unpaid dividends payable upon such redemption following such
surrender. If notice of redemption of any shares of Series A Preferred Stock has
been given and if the funds necessary for such redemption have been set aside by
the Company in trust for the benefit of the holders of any shares of Series A
Preferred Stock so called for redemption, then from and after the redemption
date dividends will cease to accrue on such shares of Series A Preferred Stock,
such shares of Series A Preferred Stock shall no longer be deemed outstanding
and all rights of the holders of such shares will terminate, except the right to
receive the redemption price. If less than all of the outstanding Series A

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Preferred Stock is to be redeemed, the Series A Preferred Stock to be redeemed
shall be selected pro rata (as nearly as may be practicable without creating
fractional shares) or by any other equitable method determined by the Company.

(b) Unless full cumulative dividends on all shares of Series A
Preferred Stock shall have been or contemporaneously are declared and paid
or declared and a sum sufficient for the payment thereof set apart for payment
for all past dividend periods and the then current dividend period, no shares of
Series A Preferred Stock shall be redeemed unless all outstanding shares of
Series A Preferred Stock are simultaneously redeemed and the Company shall not
purchase or otherwise acquire directly or indirectly any shares of Series A
Preferred Stock (except by exchange for capital stock of the Company ranking
junior to the Series A Preferred Stock as to dividends and upon liquidation);
provided, however, that the foregoing shall not prevent the purchase by the
Company of Excess Shares in order to ensure that the Company continues to meet
the requirements for qualification as a REIT, or the purchase or acquisition of
shares of Series A Preferred Stock pursuant to a purchase or exchange offer made
on the same terms to holders of all outstanding shares of Series A Preferred
Stock. So long as no dividends are in arrears, the Company shall be entitled at
any time and from time to time to repurchase shares of Series A Preferred Stock
in open-market transactions duly authorized by the Board of Directors and
effected in compliance with applicable laws.

(c) Notice of redemption will be given by publication in a newspaper
of general circulation in the City of New York, such publication to be made once
a week for two successive weeks commencing not less than 30 nor more than 60
days prior to the redemption date. A similar notice will be mailed by the
Company, postage prepaid, not less than 30 nor more than 60 days prior to the
redemption date, addressed to the respective holders of record of the Series A
Preferred Stock to be redeemed at their respective addresses as they appear on
the stock transfer records of the Company. No failure to give such notice or any
defect therein or in the mailing thereof shall affect the validity of the
proceedings for the redemption of any shares of Series A Preferred Stock except
as to the holder to whom notice was defective or not given. Each notice shall
state: (i) the redemption date; (ii) the redemption price; (iii) the number of
shares of Series A Preferred Stock to be redeemed; (iv) the place or places
where the Series A Preferred Stock is to be surrendered for payment of the
redemption price; and (v) that dividends on the shares to be redeemed will cease
to accrue on such redemption date. If less than all of the Series A Preferred
Stock held by any holder is to be redeemed, the notice mailed to such holder
shall also specify the number of shares of Series A Preferred Stock held by such
holder to be redeemed.

(d) Immediately prior to any redemption of Series A Preferred Stock,
the Company shall pay, in cash, any accumulated and unpaid dividends through the
redemption date, unless a redemption date falls after a Dividend Record Date and
prior to the corresponding Dividend Payment Date, in which case each holder of
Series A Preferred Stock at the close of business on such Dividend Record Date
shall be entitled to the dividend payable on such shares on the corresponding
Dividend Payment Date notwithstanding the redemption of such shares before such
Dividend Payment Date.

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(e) Excess Shares may be redeemed, in whole or in part, at any time
when outstanding shares of Series A Preferred Stock are being redeemed, for cash
at a redemption price of $25 per share, but excluding accrued and unpaid
dividends on such Excess Shares, without interest. Such Excess Shares shall be
redeemed in such proportion and in accordance with such procedures as shares of
Series A Preferred Stock are being redeemed.

7. Voting Rights.
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(a) Holders of the Series A Preferred Stock will not have any voting
rights, except as set forth below.

(b) Whenever dividends on any shares of Series A Preferred Stock
shall be in arrears for eighteen or more months (a "Preferred Dividend
Default"), the number of directors then constituting the Board of Directors
shall be increased by two (if not already increased by reason of a similar
arrearage respect to any Parity Preferred (as hereinafter defined). The holders
of such shares of Series A Preferred Stock (voting separately as a class with
all other series of Preferred Stock ranking on a parity with the Series A
Preferred Stock as to dividends or upon liquidation ("Parity Preferred") upon
which like voting rights have been conferred and are exercisable) will be
entitled to vote separately as a class, in order to fill the vacancies thereby
created, for the election of a total of two additional directors of the Company
(the "Preferred Stock Directors") at a special meeting called by the holders of
record of at least 20% of the Series A Preferred Stock or the holders of record
of at least 20% of any series of Parity Preferred so in arrears (unless such
request is received less than 90 days before the date fixed for the next annual
or special meeting of the shareholders) or at the next annual meeting of
shareholders, and at each subsequent annual meeting until all dividends
accumulated on such shares of Series A Preferred Stock for the past dividend
periods and the dividend for the then current dividend period shall have been
fully paid or declared and a sum sufficient for the payment thereof set aside
for payment. In the event the directors of the Company are divided into classes,
each such vacancy shall be apportioned among the classes of directors to prevent
stacking in any one class and to insure that the number of directors in each of
the classes of directors, are as equal as possible. Each Preferred Stock
Director, as a qualification for election as such (and regardless of how
elected) shall submit to the Board of Directors of the Company a duly executed,
valid, binding and enforceable letter of resignation from the Board of
Directors, to be effective upon the date upon which all dividends accumulated on
such shares of Series A Preferred Stock and Parity Preferred for the past
dividend periods and the dividend for the then current dividend period shall
have been fully paid or declared and a sum sufficient for the payment thereof
set aside for payment, whereupon the terms of office of all persons elected as
Preferred Stock Directors by the holders of the Series A Preferred Stock and any
Parity Preferred shall, upon the effectiveness of their respective letters of
resignation, forthwith terminate, and the number of directors then constituting
the Board of Directors shall be reduced accordingly. A quorum for any such
meeting shall exist if at least a majority of the outstanding shares of Series A
Preferred Stock and shares of Parity Preferred upon which like voting rights
have been conferred and are exercisable are represented in person or by proxy at
such meeting. Such Preferred Stock Directors shall be elected upon the
affirmative vote of a plurality of the shares of Series A Preferred Stock and
such Parity Preferred present and voting in person or by proxy at a

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duly called and held meeting at which a quorum is present. If and when all
accumulated dividends and the dividend for the then current dividend period on
the Series A Preferred Stock shall have been paid in full or declared and set
aside for payment in full, the holders thereof shall be divested of the
foregoing voting rights (subject to revesting in the event of each and every
Preferred Dividend Default) and, if all accumulated dividends and the dividend
for the then current dividend period have been paid in full or set aside for
payment in full on all series of Parity Preferred upon which like voting rights
have been conferred and are exercisable, the term of office of each Preferred
Stock Director so elected shall terminate. Any Preferred Stock Director may be
removed at any time with or without cause by, and shall not be removed otherwise
than by the vote of, the holders of record of a majority of the outstanding
shares of the Series A Preferred Stock when they have the voting rights
described above (voting separately as a class with all series of Parity
Preferred upon which like voting rights have been conferred and are
exercisable). So long as a Preferred Dividend Default shall continue, any
vacancy in the office of a Preferred Stock Director may be filled by written
consent of the Preferred Stock Director remaining in office, or if none remains
in office, by a vote of the holders of record of a majority of the outstanding
shares of Series A Preferred Stock when they have the voting rights described
above (voting separately as a class with all series of Parity Preferred upon
which like voting rights have been conferred and are exercisable). The Preferred
Stock Directors shall each be entitled to one vote per director on any matter.

(c) So long as any shares of Series A Preferred Stock remain
outstanding, the Company will not, without the affirmative vote or consent of
the holders of at least two-thirds of the shares of the Series A Preferred Stock
outstanding at the time, given in person or by proxy, either in writing or at a
meeting (voting separately as a class), amend, alter or repeal the provisions of
the Charter or the Articles Supplementary, whether by merger, consolidation or
otherwise (an "Event"), so as to materially and adversely affect any right,
preference, privilege or voting power of the Series A Preferred Stock or the
holders thereof; provided, however, that with respect to the occurrence of any
Event set forth above, so long as the Series A Preferred Stock (or any
equivalent class or series of stock issued by the surviving corporation in any
merger or consolidation to which the Company became a party remains outstanding
with the terms thereof materially unchanged, the occurrence of any such Event
shall not be deemed to materially and adversely affect such rights, preferences,
privileges or voting power of holders of the Series A Preferred Stock and
provided, further that (i) any increase in the amount of the authorized
Preferred Stock or the creation or issuance of any other series of Preferred
Stock, or (ii) any increase in the amount of authorized shares of such series,
in each case ranking on a parity with or junior to the Series A Preferred Stock
with respect to payment of dividends or the distribution of assets upon
liquidation, dissolution or winding up, shall not be deemed to materially and
adversely affect such rights, preferences, privileges or voting powers.

(d) The foregoing voting provisions will not apply if, at or prior
to the time when the act with respect to which such vote would otherwise be
required shall be effected, all outstanding shares of Series A Preferred Stock
shall have been redeemed or called for redemption upon proper notice and
sufficient funds shall have been deposited in trust to effect such redemption.

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(e) Except as expressly stated in these Articles Supplementary, the
Series A Preferred Stock shall not have any relative, participating, optional or
other special voting rights and powers and the consent of the holders thereof
shall not be required for the taking of any corporate action, including but not
limited to, any merger or consolidation involving the Corporation or a sale of
all or substantially all of the assets of the Corporation, irrespective of the
effect that such merger, consolidation or sale may have upon the rights,
preferences or voting power of the holders of the Series A Preferred Stock.

8. Conversion. The Series A Preferred Stock is not convertible into
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or exchangeable for any other property or securities of the Company.

9. Restrictions of Transfer. The shares of Series A Preferred Stock
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shall be subject to the limitations on ownership and transfer set forth in
Article NINTH of the Charter of the Company.
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FOURTH: These Articles Supplementary have been approved by the
Board of Directors in the manner and by the vote required by law.

FIFTH: The undersigned President 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
President of the Company 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.

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IN WITNESS WHEREOF, LTC PROPERTIES, INC., has caused these Articles
Supplementary to be executed under seal in its name and on its behalf by its
President and attested to by its Secretary on this 4th day of March, 1997.

LTC PROPERTIES, INC.

By: /s/ William McBride III
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Title: President

Attest: /s/ James J. Pieczynski
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Title: Secretary

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