EXHIBIT 3.2

EXHIBIT 3.2
LTC PROPERTIES, INC.

ARTICLES SUPPLEMENTARY

LTC PROPERTIES, INC., a Maryland corporation (the "Company")
hereby certifies to the State Department of Assessments and Taxation of Maryland
(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 (the "MGCL"), the Board of Directors of the Company has,
by unanimous written consent in lieu of a meeting dated as of March 18, 2004,
adopted resolutions reclassifying and designating Forty Thousand (40,000)
authorized but unissued shares of Series D Participating Preferred Stock of the
Company ("Series D Preferred Stock"), constituting all of the shares classified
and designated as Series D Preferred Stock, as authorized but unissued and
unclassified shares of Preferred Stock (as defined in the Charter) of the
Company

SECOND: After giving effect to the reclassification and
designation of such authorized but unissued shares of Series D Preferred Stock
described in Article FIRST, the number of authorized but unissued shares of
Series D Preferred Stock is zero, and of the Fifteen Million (15,000,000) shares
of Preferred Stock which the Company has authority to issue under its Charter,
Two Million (2,000,000) shares have been classified and designated as 8.5%
Series C Cumulative Convertible Preferred Stock ("Series C Preferred Stock"),
Two Million Two Hundred Thousand (2,200,000) shares have been classified and
designated as 8.5% Series E Cumulative Convertible Preferred Stock, Four Million
(4,000,000) shares have been classified and designated as 8% Series F Cumulative
Preferred Stock and Six Million Eight Hundred Thousand (6,800,000) shares have
not been classified and designated as a separate series. The total number of
shares of stock of all classes which the Company has authority to issue,
consisting of Fifty Million (50,000,000) shares, par value $.01 per share,
remains unchanged.

THIRD: The shares of stock described herein have been
classified or reclassified by the Board of Directors under the authority
contained in the Charter of the Company.

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

FIFTH: The undersigned Vice Chairman 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 Vice Chairman of the Company acknowledges that to the best of her
knowledge, information and belief, these matters and facts are true in all
material respects and that this statement is made under the penalties of
perjury.

STATE OF MARYLAND

I hereby certify that this is a true and complete copy of the 3 page document
on file in this office. DATED: April 1, 2004.

STATE DEPARTMENT OF ASSESSMENTS AND TAXATION

BY: [ILLEGIBLE], Custodian
This stamp replaces our previous certification system. Effective: 6/95


IN WITNESS WHEREOF, the Company has caused these Articles
Supplementary to be executed under seal in its name and on its behalf by its
Vice Chairman and attested to by its Secretary on this 1st day of April, 2004.

ATTEST: LTC PROPERTIES, INC.

/s/ Alex Chavez By: /s/ Wendy L. Simpson (SEAL)
- ------------------------- -------------------------------
Name: Alex Chavez Name: Wendy L. Simpson
Title: Secretary Title: Vice Chairman

[SEAL]
LTC PROPERTIES, INC.
CORPORATE SEAL
LTC 1992
MARYLAND

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