EXHIBIT 4-7

EXHIBIT 4.7


LTC PROPERTIES, INC.

ARTICLES SUPPLEMENTARY CLASSIFYING
40,000 SHARES OF
SERIES D JUNIOR PARTICIPATING PREFERRED STOCK
(THE "ARTICLES SUPPLEMENTARY")

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 (as
amended and supplemented, 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 40,000 shares of authorized but
unissued Preferred Stock of the Company, par value $.01 per share (the
"Preferred Stock") as a separate series of Preferred Stock to be designated
as "Series D Junior Participating Preferred Stock," setting the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends and other distributions, qualifications, terms and conditions of
redemption and other terms and conditions of such separate series of
Preferred Stock as hereinafter set forth, and authorizing the issuance of up
to 40,000 shares of such series of Preferred Stock.

SECOND: The series of Preferred Stock of the Company created by the
resolutions duly adopted by the Board of Directors of the Company and referred
to in Article FIRST 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 and other distributions,
qualifications, terms and conditions of redemption and other terms and
conditions.

SERIES D JUNIOR PARTICIPATING PREFERRED STOCK

1. DESIGNATION AND AMOUNT. There shall be a series of
Preferred Stock that shall be designated as "Series D Junior Participating
Preferred Stock," and the number of shares constituting such series shall be
40,000. Such number of shares may be increased or decreased by resolution of
the Board of Directors; provided, however, that no decrease shall reduce the
number of shares of Series D Junior Participating Preferred Stock to less
than the number of shares then issued and outstanding plus the number of
shares issuable upon exercise of outstanding rights, options or warrants or
upon conversion of outstanding securities issued by the Corporation.

2. DIVIDENDS AND DISTRIBUTION.

(A) Subject to the prior and superior rights of the holders of
any shares of any series of Preferred Stock ranking prior and superior to the
shares of Series D Junior Participating


Preferred Stock with respect to dividends, the holders of shares of Series D
Junior Participating Preferred Stock, in preference to the holders of shares of
any class or series of stock of the Corporation ranking junior to the Series D
Junior Participating Preferred Stock as to the payment of dividends, shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available for the purpose, quarterly dividends payable in cash on
the 1st day of January, April, July and October in each year (each such date
being referred to herein as a "QUARTERLY DIVIDEND PAYMENT DATE"), commencing on
the first Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series D Junior Participating Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00
or (b) the Adjustment Number (as defined below) times the aggregate per share
amount of all cash dividends, and the Adjustment Number times the aggregate per
share amount (payable in kind) of all non-cash dividends or other distributions
other than a dividend payable in shares of Common Stock or a subdivision of the
outstanding shares of Common Stock (by reclassification or otherwise), declared
on the Common Stock, par value $.01 per share, of the Corporation (the "COMMON
STOCK") since the immediately preceding Quarterly Dividend Payment Date, or,
with respect to the first Quarterly Dividend Payment Date, since the first
issuance of any share or fraction of a share of Series D Junior Participating
Preferred Stock. The "ADJUSTMENT NUMBER" shall initially be 1000. In the event
the Corporation shall at any time after May 24, 2000 (the "RIGHTS DECLARATION
DATE") (i) declare any dividend on Common Stock payable in shares of Common
Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the Adjustment Number in effect immediately prior to such event shall be
adjusted by multiplying such Adjustment Number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

(B) The Corporation shall declare a dividend or distribution
on the Series D Junior Participating Preferred Stock as provided in paragraph
(A) above immediately after it declares a dividend or distribution on the Common
Stock (other than a dividend payable in shares of Common Stock).

(C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series D Junior Participating Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of issue of such shares
of Series D Junior Participating Preferred Stock, unless the date of issue of
such shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series D Junior Participating Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in either of
which events such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series D Junior Participating
Preferred Stock in an amount less than the total amount of such dividends at the
time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of shares of
Series D Junior Participating Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date shall be no more
than 60 days prior to the date fixed for the payment thereof.




3. VOTING RIGHTS. The holders of shares of Series D Junior
Participating Preferred Stock shall have the following voting rights:

(A) Each share of Series D Junior Participating Preferred
Stock shall entitle the holder thereof to a number of votes equal to the
Adjustment Number on all matters submitted to a vote of the stockholders of the
Corporation. Holders of Series D Junior Participating Preferred shall vote
together with the Common Stock.

(B) Except as required by Section 10 hereof, holders of Series
D Junior Participating Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled to
vote with holders of Common Stock as set forth herein) for taking any corporate
action.

4. CERTAIN RESTRICTIONS.

(A) Whenever quarterly dividends or other dividends or
distributions payable on the Series D Junior Participating Preferred Stock as
provided in Section 2 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on shares of Series
D Junior Participating Preferred Stock outstanding shall have been paid in full,
the Corporation shall not:

(i) declare or pay dividends on, make any other
distributions on, or redeem or purchase or otherwise acquire for consideration
any shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series D Junior Participating Preferred Stock;

(ii) declare or pay dividends on or make any ther
distributions on any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series D
Junior Participating Preferred Stock, except dividends paid ratably on the
Series D Junior Participating Preferred Stock and all such parity stock on
which dividends are payable or in arrears in proportion to the total amounts
to which the holders of all such shares are then entitled; or

(iii) purchase or otherwise acquire for
consideration any shares of Series D Junior Participating Preferred Stock, or
any shares of stock ranking on a parity with the Series D Junior
Participating Preferred Stock, except in accordance with a purchase offer
made in writing or by publication (as determined by the Board of Directors)
to all holders of Series D Junior Participating Preferred Stock, or to such
holders and holders of any such shares ranking on a parity therewith, upon
such terms as the Board of Directors, after consideration of the respective
annual dividend rates and other relative rights and preferences of the
respective series and classes, shall determine in good faith will result in
fair and equitable treatment among the respective series or classes.

(B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.

5. REACQUIRED SHARES. Any shares of Series D Junior
Participating Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired


promptly after the acquisition thereof. All such shares shall upon their
retirement become authorized but unissued shares of Preferred Stock and may be
reissued as part of a new series of Preferred Stock to be created by resolution
or resolutions of the Board of Directors, subject to any conditions and
restrictions on issuance set forth herein.

6. LIQUIDATION, DISSOLUTION OR WINDING UP.

(A) Upon any liquidation (voluntary or otherwise), dissolution
or winding up of the Corporation, no distribution shall be made to the holders
of shares of stock ranking junior (upon liquidation, dissolution or winding up)
to the Series D Junior Participating Preferred Stock unless, prior thereto, the
holders of shares of Series D Junior Participating Preferred Stock shall have
received an amount per share (the "SERIES D LIQUIDATION PREFERENCE") equal to
the greater of (i) $100, plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the date of such payment,
or (ii) the Adjustment Number times the per share amount of all cash and other
property to be distributed in respect of the Common Stock upon such liquidation,
dissolution or winding up of the Corporation.

(B) In the event, however, that there are not sufficient
assets available to permit payment in full of the Series D Liquidation
Preference and the liquidation preferences of all other series of Preferred
Stock, if any, that rank on a parity with the Series D Junior Participating
Preferred Stock, then such remaining assets shall be distributed ratably to the
holders of such parity shares in proportion to their respective liquidation
preferences.

(C) Neither the merger or consolidation of the Corporation
into or with another corporation nor the merger or consolidation of any other
corporation into or with the Corporation shall be deemed to be a liquidation,
dissolution or winding up of the Corporation within the meaning of this
Section 6.

7. CONSOLIDATION, MERGER, ETC. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Series D Junior Participating Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share equal to the Adjustment
Number times the aggregate amount of stock, securities, cash and/or any other
property (payable in kind), as the case may be, into which or for which each
share of Common Stock is changed or exchanged.

8. NO REDEMPTION. Shares of Series D Junior Participating
Preferred Stock shall not be subject to redemption by the Company.

9. RANKING. The Series D Junior Participating Preferred Stock
shall rank junior to all other series of the Corporation's Preferred Stock as to
the payment of dividends and the distribution of assets upon liquidation,
dissolution or winding up, unless the terms of any such series shall provide
otherwise, and shall rank senior to the Common Stock as to such matters.

10. AMENDMENT. At any time that any shares of Series D Junior
Participating Preferred Stock are outstanding, the Charter of the Corporation
shall not be amended in any manner which would materially alter or change the
powers, preferences or special rights of the Series


D Junior Participating Preferred Stock so as to affect them adversely without
the affirmative vote of the holders of two-thirds of the outstanding shares of
Series D Junior Participating Preferred Stock, voting separately as a class.

11. FRACTIONAL SHARES. Series D Junior Participating Preferred
Stock may be issued in fractions of a share that shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of
all other rights of holders of Series D Junior Participating Preferred Stock.

12. RESTRICTIONS ON OWNERSHIP AND TRANSFER. The shares of
Series D Junior Participating Preferred Stock shall be subject to the
restrictions and limitations on ownership and transfer set forth in Article
NINTH of the Charter.

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

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

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 Assistant Secretary on this 9th day of May,
2000.

LTC PROPERTIES, INC.


By: /s/
---------------------------
Title: President


Attest: /s/
----------------------------
Title: Assistant Secretary