SecProbe.io

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 September 24, 2025

CeCe Chikhale
Chief Financial Officer
LTC PROPERTIES INC
3011 Townsgate Road, Suite 220
Westlake Village, CA 91361

 Re: LTC PROPERTIES INC
 10-K for the Fiscal Year Ended December 31, 2024
 10-Q for the Quarter Ended June 30, 2025
Dear CeCe Chikhale:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
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CORRESP
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 ​ ​ ​ ​ ​ ​ 3011 Townsgate Road, Suite 220 Westlake Village, California 91361 Tel: 805.981.8655 www.LTCreit.com ​ September 22, 2025 ​ Via EDGAR ​ Kellie Kim Wilson Lee Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington D.C. 20549 ​ Re: LTC Properties Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 Form 10-Q for the Quarter Ended June 30, 2025 ​ Dear Ms. Kim and Mr. Lee: This letter responds to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission contained in a letter to LTC Properties, Inc. (“LTC,” “we,” or “our”) dated September 9, 2025. Set forth below in italics are each of the comments in the Staff’s letter. Immediately following each of the Staff’s comments is LTC’s response to that comment. For convenience, each of the numbered paragraphs below corresponds to the numbered comment in the Staff’s comment letter and includes the caption used in the comment letter. ​ FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2025 Notes to Consolidated Financial Statements 16. Segment Information, page 33 ​ 1. We note that during the second quarter of 2025, you began managing your operations through two reportable segments: Real Estate Investments and SHOP, and adopted Net Operating Income as your segment performance measure. Please address the following related to your segment disclosures. a. Describe how you considered the guidance for disclosures related to recasting of previously reported information pursuant to guidance outlined within paragraphs 280-10-50-34 to 36 of the Accounting Standards Codification (ASC). Response: We acknowledge the Staff’s comment. As noted in the Staff’s comment, during the second quarter of 2025, we started operating 13 of our properties through our REIT Investment and Diversification and Empowerment ACT (RIDEA) platform that was launched in May 2025.  The RIDEA platform, or seniors housing operating portfolio (SHOP), allows us to earn income from the net operating income of our healthcare properties, rather than solely from traditional leasing arrangements.  Previously, these 13 properties were leased to regional seniors housing operators under master leases.  As a result of the launch of the SHOP platform which has a structure that is different than our other real estate investments, the way we manage and view our business changed. Therefore, we began reporting our operations through two reportable segments beginning in the second quarter of 2025. In preparing the segment information disclosures included in our Quarterly Report on Form 10-Q filed on August 4, 2025, we took into consideration the guidance in ASC 280-10-50-34 through 36 regarding the recasting of prior period segment information. We concluded that since we launched our SHOP platform LTC PROPERTIES, INC. ​ Securities and Exchange Commission September 22, 2025 Page 2 ​ in the second quarter of 2025, recasting prior period information to conform to current period’s presentation would not provide meaningful or decision-useful information to our stockholders and other interested parties since this segment did not exist in the prior period so there would not be a second segment to compare it against. However, we do acknowledge that ASC 280-10-50-36 notes that it is preferable to show the prior year’s real estate investment portfolio segment information on a basis that is comparable with the current year’s presentation of segment profit and loss.  As such, we will recast the prior year’s real estate investment portfolio segment profit and loss in a manner that is comparable to the current year’s segment profit and loss beginning with our third quarter 2025 financial statements, similar to the presentation below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, 2024 ​ ​ Real estate ​ ​ ​ ​ Non-segment ​ ​ ​ ​      investment portfolio      SHOP      /corporate      Total Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rental income ​ $ 31,657 ​ $ — ​ $ — ​ $ 31,657 Resident fees and services ​ ​ — ​ ​ 11,950 ​ ​ — ​ ​ 11,950 Interest income from financing receivables ​ ​ 3,830 ​ ​ — ​ ​ — ​ ​ 3,830 Interest income from mortgage loans ​ ​ 12,661 ​ ​ — ​ ​ — ​ ​ 12,661 Interest and other income ​ ​ 1,377 ​ ​ — ​ ​ 591 ​ ​ 1,968 Total revenues ​ ​ 49,525 ​ ​ 11,950 ​ ​ 591 ​ ​ 62,066 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income from unconsolidated joint ventures ​ ​ 671 ​ ​ — ​ ​ — ​ ​ 671 Property level expenses ​ ​ (3,247) ​ ​ — ​ ​ — ​ ​ (3,247) NOI ​ ​ 46,949 ​ ​ 11,950 ​ ​ 591 ​ ​ 59,490 Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest Expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (10,903) Depreciation and Amortization ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (9,024) Impairment Loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — Transaction costs ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (380) Provision for credit losses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (703) General and administrative expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (6,760) Loss on sale of real estate, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (32) Income tax benefit ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — Net income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 31,688 ​ ​ ​ LTC PROPERTIES, INC. ​ Securities and Exchange Commission September 22, 2025 Page 3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, 2024 ​ ​ Real estate ​ ​ ​ ​ Non-segment ​ ​ ​ ​      investment portfolio      SHOP      /corporate      Total Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rental income ​ $ 65,206 ​ $ — ​ $ — ​ $ 65,206 Resident fees and services ​ ​ — ​ ​ — ​ ​ — ​ ​ — Interest income from financing receivables ​ ​ 7,660 ​ ​ — ​ ​ — ​ ​ 7,660 Interest income from mortgage loans ​ ​ 25,109 ​ ​ — ​ ​ — ​ ​ 25,109 Interest and other income ​ ​ 2,749 ​ ​ — ​ ​ 758 ​ ​ 3,507 Total revenues ​ ​ 100,724 ​ ​ — ​ ​ 758 ​ ​ 101,482 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income from unconsolidated joint ventures ​ ​ 1,047 ​ ​ — ​ ​ — ​ ​ 1,047 Property level expenses ​ ​ (6,630) ​ ​ — ​ ​ — ​ ​ (6,630) NOI ​ ​ 95,141 ​ ​ — ​ ​ 758 ​ ​ 95,899 Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest Expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (21,948) Depreciation and Amortization ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (18,119) Impairment Loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — Transaction costs ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (646) Provision for credit losses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (727) General and administrative expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (13,251) Gain on sale of real estate, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3,219 Income tax benefit ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — Net income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 44,427 ​ b. Describe how you considered the guidance for disclosures related to asset information and significant expense categories pursuant to guidance outlined within paragraphs 280-10-50-26 and 26A of the ASC. Response: We acknowledge the Staff’s comment. In evaluating the disclosure requirements of ASC 280-10-50-26 and 26A, we considered whether information regarding reportable segment assets and significant expense categories is regularly provided to our collective chief operating decision maker (“CODM”). Our CODM does not receive or utilize segment asset information or segment-level significant expense categories above and beyond what has been disclosed in our segment disclosures. Accordingly, consistent with the guidance in ASC 280-10-50-26 and 26A, we concluded that disclosure of segment asset information and additional significant expense categories was not required.   However, we acknowledge that ASC 280-10-50-26 requires disclosure of that fact and the reason that no asset information has been provided for the reportable segments.  As such, we will provide the required disclosure beginning with our third quarter 2025 financial statements, similar to as follows: “Total assets by reportable business segment and segment-level significant expense categories are not disclosed as our CODM do not review such information to evaluate business performance and allocate resources.” On behalf of LTC, we appreciate your attention. If you have any questions or if any supplemental information is required by the Staff, please do not hesitate to contact me at (805) 981-8655. Sincerely, ​ /s/ Caroline Chikhale Caroline “Cece” Chikhale Executive Vice President, Chief Financial Officer and Secretary

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<TEXT>
 September 9, 2025

CeCe Chikhale
Chief Financial Officer
LTC PROPERTIES INC
3011 Townsgate Road, Suite 220
Westlake Village, CA 91361

 Re: LTC PROPERTIES INC
 10-K for the Fiscal Year Ended December 31, 2024
 10-Q for the Quarter Ended June 30, 2025
Dear CeCe Chikhale:

 We have reviewed your filing and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-Q for the quarter ended June 30, 2025
Notes to Consolidated Financial Statements
16. Segment Information, page 33

1. We note that during the second quarter of 2025, you began managing your
operations
 through two reportable segments: Real Estate Investments and SHOP, and
adopted
 Net Operating Income as your segment performance measure. Please address
the
 following related to your segment disclosures

 Describe how you considered the guidance for disclosures related
to recasting of
 previously reported information pursuant to guidance outlined within
 paragraphs 280-10-50-34 to 36 of the Accounting Standards
Codification (ASC).
 Describe how you considered the guidance for disclosures related
to asset
 information and significant expense categories pursuant to guidance
outlined
 within paragraphs 280-10-50-26 and 26A of the ASC

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
 September 9, 2025
Page 2

of action by the staff.

 Please contact Kellie Kim at 202-551-3129 or Wilson Lee at 202-551-3468
if you
have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Real Estate
& Construction
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July 13 , 2012

VIA E -Mail
Ms. Pamela Shelley -Kessler
Executive Vice President and Chief Financial Officer
LTC Properties, Inc.
2829 Townsgate Road, Suite 350
Westlake  Village, California  91361

Re: LTC Properties, Inc.
  Form 10 -K for the year ended December 31, 2011
Filed on February 27, 2012
File No.  001-11314

Dear Ms. Pamela Shelley -Kessler:

We have completed our review of your filing .  We remind you that our com ments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing  and the company may not assert staff
comments as a defense in any proceeding initiated by the Commis sion or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing  includes  the
information the Securities Exchange  Act of 1934 and all applicable rules require.

Sincerely,

  /s/ Kevin Woody

  Kevin Woody
 Branch Chief

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2829   Townsgate Road

Suite 350

Westlake   Village, CA 91361-5693

Main:

805.981.8655

Fax:

805.981.8663

VIA EDGAR AND OVERNIGHT MAIL

July 9, 2012

Sonia Gupta Barros

Special Counsel

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:                             LTC Properties, Inc.

Form 10-K for the year ended December 31, 2011

Filed on February 27, 2012

File No. 001-11314

Dear Ms. Barros:

This letter responds to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in a letter to LTC Properties, Inc. (“LTC” or the “Company”) dated June 22, 2012.  Set forth below in italics are each of the comments in the Staff’s letter.  Immediately following each of the Staff’s comments is LTC’s response to that comment.  For convenience, each of the numbered paragraphs below corresponds to the numbered comment in the Staff’s comment letter and includes the caption used in the comment letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2011

Part I.

Item 1A. Risk Factors, page 19

“We Rely on a Few Major Operators,” page 20

1.                                      We note your response to comment 4 of our letter dated May 25, 2012. In future Exchange Act periodic reports, please revise this risk factor to further highlight the risk by identifying tenants which account for 5% or more of your revenue.

LTC does not believe that identifying operators which account for 5% or more of LTC’s revenues is suitable for inclusion in the risk factor referenced in the Staff’s comment above.  However, in further response to comment 4 of the Staff’s letter dated May 25, 2012, LTC will identify its top ten operators in the Business section of future Annual Reports on Form 10-K.  As reflected in LTC’s response to that prior comment 4, the top ten operators typically include those who account for 5% or more (and even less) of LTC’s revenues.

Item 7. Management’s Discussion and Analysis of Financial Condition…, page 32

2.                                      We note your response to comment 7 of our letter dated May 25, 2012 and reissue our prior comment in part. Please disclose same property average rent trends.

As reflected in LTC’s response to comment 7 of the Staff’s letter dated May 25, 2012, nearly every property that LTC owns is 100% leased to a single operator and subject to a triple net lease.  Lease payments by an operator are due to LTC regardless of occupant-based measures such as the rent charged by the operator.  Trends in operators’ same property average rents therefore do not materially impact LTC’s financial condition or results of operations.  In addition, LTC management does not receive data from operators specifying their same property average rents.  Accordingly, LTC does not believe disclosure of same property average rent trends is relevant to its Management’s Discussion and Analysis section.

3.                                      We note your response to comment 8 of our letter dated May 25, 2012. We note that the table that you direct us to on page 34 appears to cover 2011 acquisitions. As such, we respectfully reissue our prior comment. In future Exchange Act periodic reports, please expand your disclosure of your overall leasing activities, including a discussion of the volume of new or renewed leases with average rents or yields, as applicable. Include the impact of tenant improvement costs and leasing commissions.

In the Management’s Discussion and Analysis section of future Exchange Act periodic reports, LTC will expand its disclosure of overall leasing activities, including a discussion of the volume (if any) of new or renewed leases during the period and, to the extent material, any related capital commitments (i.e., tenant improvement costs) and commissions.  Please note that LTC’s properties generally are subject to non-cancelable leases with an initial term of 10 to 15 years.  Upon acquiring a property, LTC discloses in the corresponding Exchange Act periodic report the key financial terms of the acquisition such as purchase price, capital commitment, GAAP yield, and annual escalation.  If an acquired property later becomes subject to a new lease or lease renewal with materially different terms, then LTC will disclose that information in its Exchange Act periodic reports.  During 2011 — aside from the nine acquisitions referenced in the Staff’s comment— there were zero new leases and one lease renewal relating to LTC’s properties.  Given the long-term nature of its leases, the existing disclosure of its acquired properties, and the limited number of its properties subject to new or renewed leases, LTC does not believe that disclosing average rents or yields of new or renewed leases represents information necessary to understanding LTC’s financial condition and results of operations.

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If the Staff has any further questions or comments, please do not hesitate to contact me at (805) 981-8655.

Very   truly yours,

/s/   Pamela Shelley-Kessler

Pamela   Shelley-Kessler

Executive   Vice President,

Chief   Financial Officer and

Corporate   Secretary

cc:  Wendy Simpson, Chief Executive Officer and President of LTC Properties, Inc.

Caroline Chikhale, Vice President, Controller and Treasurer

3

June 22 , 2012

VIA E -Mail
Ms. Pamela Shelley -Kessler
Executive Vice President and Chief Financial Officer
LTC Properties, Inc.
2829 Townsgate Road, Suite 350
Westlake  Village, California  91361

Re: LTC Properties, Inc.
  Form 10 -K for the year ended December 31, 2011
Filed on February 27, 2012
File No.  001-11314

Dear Ms. Pamela Shelley -Kessler:

We have reviewed yo ur response letter dated June 1 1, 2012  and have the following
comment s.  In our comment s, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information or by advising us when you will provide the requested response. If  you do not
believe our comment s apply  to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to the se comment s, we may
have additional  comments.

FORM 10 -K FOR THE YEAR ENDED DECEMBER 31, 2011

Part I.

Item 1A. Risk Factors, page 19

“We Rely on a Few Major Operators,” page 20

1. We note your response to comment 4 of our letter dated May 25, 2012.   In future
Exchange Act periodic reports,  please revise this risk factor to further highlight the risk
by identifying tenants which account for 5% or more of your revenue.

Ms. Pamela Shelley -Kessler
LTC Properties, Inc.
June 22, 2012
Page 2

 Item 7. Management’s Discussion and Analysis of Financial Condition…, page 32

2. We note your response to comment 7 of our letter dated May 25, 2012 and reissue our
prior comment in part.   Please disclose same property average rent trends.

3. We note your response to comment 8 of our letter dated May 25, 2012.   We note that the
table that you direct us to on page 34 appears to cover 2011 acquisitions.   As such, we
respectfully reissue our prior comment.   In future Exchange Act periodic reports,  please
expand your disclosure of your overall leasing activities, including a discussion of the
volume of new or renewed leases with average rents or yields, as applicable. Include the
impact of tenant improvement costs and leasing commissions.

We urge a ll persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require. Since the company and its  management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

You may contact Sandra Hunter at (202) 551 -3758 or Sonia Gupta Barros at (202) 551 -
3655 w ith any questions.

                                                                     Sincerely,

  /s/ Kevin Woody

         Kevin Woody
         Branch Chief

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2829   Townsgate Road

Suite 350

Westlake   Village, CA  9361-5693

Main:      805.981.8655

Fax:         805.981.8663

VIA EDGAR AND OVERNIGHT MAIL

June 11, 2012

Sonia Gupta Barros

Special Counsel

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

LTC   Properties, Inc.

Form 10-K   for the year ended December 31, 2011

Filed   on February 27, 2012

File   No. 001-11314

Dear Ms. Barros:

This letter responds to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in a letter to LTC Properties, Inc. (“LTC” or the “Company”) dated May 25, 2012.  Set forth below in italics are each of the comments in the Staff’s letter.  Immediately following each of the Staff’s comments is LTC’s response to that comment.  For convenience, each of the numbered paragraphs below corresponds to the numbered comment in the Staff’s comment letter and includes the caption used in the comment letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2011

General

1.                                       Please include funds from operations in your future Exchange Act periodic reports.  We may have further comment.

In the Management’s Discussion and Analysis section of future Exchange Act periodic reports, LTC will include funds from operations.  LTC acknowledges that funds from operations, as a non-GAAP financial measure, is subject to Item 10 of Regulation S-K.

2.                                       Please advise us whether management views net operating income and/or same property net operating income as key performance indicators.  We may have further comment.

Each property that LTC owns is subject to a triple net lease which requires the lessee to pay all taxes, insurance, maintenance and repairs, capital and non-capital expenditures and other costs necessary in the operations of the facilities.  As a result of this lease structure, LTC does not incur operating expenses directly related to its owned properties.  Accordingly, LTC management does not view net operating income and/or same property net operating income as key performance indicators.  In addition, net operating income and/or same property net operating income are not measures that LTC regularly includes in its earnings information, supplemental data, or investor presentations.

3.                                       We note you indicate you have triple net leases.  In future Exchange Act periodic reports, please describe how you monitor tenant credit quality and identify any material changes in quality.

LTC believes its Exchange Act periodic reports adequately describe how it monitors operator (i.e., tenant) credit quality.  For example, in the Management’s Discussion and Analysis section on page 33 of the Annual Report on Form 10-K for the year ended December 31, 2011, LTC discloses that “[o]ur monitoring process includes periodic review of financial statements for each facility, periodic review of operator credit, scheduled property inspections and review of covenant compliance relating to real estate taxes and insurance” and “[s]ome operating leases and loans are credit enhanced by guaranties and/or letters of credit.”  In future Exchange Act periodic reports, LTC will enhance, to the extent material, the description of how it monitors tenant credit quality and will identify any material changes in quality.

Part I.

Item 1. Business, page 2

4.                                       We note your disclosure on page 5 where you identify operators which accounted for more than 10% of your 2011 rental income revenues.  In future Exchange Act periodic reports, please identify tenants which account for 5% or more of your revenue.

In identifying operators in the Business section of its Annual Report on Form 10-K, LTC refers to the disclosure threshold in Item 101(c)(1)(vii) of Regulation S-K relating to the name of any customer that accounts for 10% or more of a registrant’s revenues.  Accordingly, LTC believes that a 10% threshold is adequate for identifying operators in its Exchange Act periodic reports.  For interested shareholders and members of the investment community, however, LTC regularly furnishes in its publicly-available Supplemental Operating and Financial Data the identities of its top ten operators, which typically includes those who account for 5% or more (and even less) of LTC’s revenues.

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Item 2. Properties, page 9

5.                                       In future Exchange Act periodic reports, please include a schedule of lease expirations for each of the next ten years stating (i) the number of tenants whose leases will expire, (ii) the total area in square feet covered by such leases, (iii) the annual rental represented by such leases, and (iv) the percentage of gross annual rental represented by such leases.

In the Properties section of future Annual Reports on Form 10-K, LTC will include a schedule of lease expirations for each of the next ten years reflecting the information in parts (i), (iii), and (iv) of the Staff’s comment.  With respect to part (ii), LTC believes that square footage is not a meaningful measure to understand LTC’s portfolio of properties.  LTC management does not track or analyze its properties in terms of square footage.  In almost every instance, each property that LTC owns is 100% leased to a single operator.  This is in contrast to a commercial property where multiple tenants occupy varying square footage of the property.  As a result, LTC believes that its portfolio is adequately understood in terms of the number of operators, which is reflected in part (i) of the Staff’s comment.  In response to part (ii) of the Staff’s comment, however, LTC will include in the schedule of lease expirations the number of beds or units relating to senior housing and long term healthcare properties.  Unlike square footage, the number of units or beds is meaningful to understanding LTC’s properties and LTC does publicly disclose various measures based upon the number of units or beds, including in its Exchange Act periodic reports.

Item 7. Management’s Discussion and Analysis of Financial Condition…, page 32

6.                                       In future Exchange Act periodic reports, please compare new rents on renewed leases to prior rents.

In the Management’s Discussion and Analysis section of future Exchange Act periodic reports, LTC will compare new rents on renewed leases to prior rents.

7.                                       In future Exchange Act periodic reports, please disclose historical same property occupancy trends.  Please also accompany this disclosure with same property average rent trends, as adjusted to reflect the impact of tenant expense reimbursements and tenant concessions, such as free rent.

Because nearly every property that LTC owns is 100% leased to a single operator and subject to a triple net lease, LTC believes that occupancy trends of the operator are not relevant to understanding LTC’s financial condition or operating results.  Leases with operators do not include provisions contingent upon occupancy level, and lease payments are due regardless of occupancy level.  Although LTC does have access to operator-provided occupancy information, LTC does not audit or otherwise independently verify

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this occupancy information.  For interested shareholders and members of the investment community, LTC does discuss operator-provided occupancy trends (specifically accompanied with a caveat about the reliability of the information) as part of its quarterly earnings call.  LTC believes that the operators’ occupancy trends, given the type of LTC’s leases and nature of operator-provided information, is more suitable for discussion in publicly-available earnings calls rather than Exchange Act periodic reports.  In addition, LTC typically does not provide for significant operator expense reimbursements or concessions.

8.                                       In future Exchange Act periodic reports, please expand your disclosure of your leasing activities, including a discussion of the volume of new or renewed leases with average rents or yields, as applicable. Include the impact of tenant improvement costs and leasing commissions.  Please also provide this information on a per square foot basis.

LTC believes its Exchange Act periodic reports already disclose adequate information about leasing activities consistent with the Staff’s comment.  In particular, the Management’s Discussion and Analysis section on page 34 of the Annual Report on Form 10-K for the year ended December 31, 2011 provides a table summarizing LTC’s acquisitions, including renewal options and yields.  The table also includes capital commitments and transaction costs, which are comparable to the tenant improvement costs and leasing commissions referenced in the Staff’s comment.  The table further includes the number of units or beds, which (as discussed in response to comment 5 above) LTC believes is more meaningful than the square footage referenced in the Staff’s comment.

Balance Sheet Metrics, pages 37 – 39

9.                                       We note that for EBITDA purposes you subtract gain on sale of assets, net from net income.  It is not clear how this adjustment is consistent with the standard definition of EBITDA.  Please clarify and/or revise future periodic filings to label this measure as “Modified” or “Adjusted” EBITDA.

In future periodic filings, LTC will label the measure referenced in the Staff’s comment as “Modified” or “Adjusted” EBITDA.

Contractual Obligations, page 47

10.                                 We note your contractual obligations table excludes the effects of interest.  In future periodic filings please include disclosure that discuss your cash requirements for interest on your debt obligations or tell us why such disclosure is not necessary.  Reference is made to footnote 46 of SEC Interpretive Release 33-8350 “Interpretation: Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations”

In future periodic filings, LTC will supplement its contractual obligations table with additional information discussing cash requirements for interest on debt obligations.

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Financial Statements and Notes

Note 2 — Summary of Significant Accounting Policies

Owned Properties, page 57

11.                                 Please disclose your capitalization policy.  Your disclosure should address the types of expenses that are potentially capitalized such as interest, taxes, salaries and other general and administrative expenses.  In addition, please disclose the periods of capitalization including a discussion of when the capitalization period ends.  To the extent material, please separately disclose and discuss the amounts related to interest and salaries capitalized.  Lastly, on your statement of cash flows, please separately disclose the amounts related to development and capital improvements separately from cash used to acquire properties.

In the Statement of Cash Flows to the consolidated financial statements and the Note containing the summary of significant accounting policies in future Annual Reports on Form 10-K, LTC will expand its disclosure of capitalization amounts and accounting policy as referenced in the Staff’s comment.  LTC capitalizes costs directly related to the development of properties.  These capitalized costs include interest and other project costs incurred during the period of development.  During the year ended December 31, 2011, LTC had a single property under development representing approximately 0.1% of LTC’s investments in owned properties.

12.                                 We note you allocate a portion of your purchase price to acquired lease intangibles.  Please tell us and expand your disclosure in future periodic filings to discuss your accounting policy for above and below market leases.  For below market leases, please tell us how you considered any fixed rate renewal options into the calculation of the fair value of the below market lease intangibles and the period over which your below market lease intangibles are amortized.  Your response should also discuss how you determine the likelihood that a lessee will execute a below-market lease renewal, and how you consider the likelihood, if at all, in determining the amortization period.

As a matter of practice, LTC historically has not acquired properties governed by an existing lease.  As it relates to our acquisitions over the past three years, LTC has entered into a new lease upon acquiring a property.  Accordingly, LTC does not believe its significant accounting policies should reflect a discussion of above and below market leases.  The acquired lease intangibles referenced in the Staff’s comment relates to Accounting Standard Codification 805, Business Combinations.  Specifically, it reflects the estimated value of leases related to the cost to obtain an operator and an estimated value of the absorption period to reflect the value of the rent and recovery costs foregone during a reasonable lease-up period as if the acquired property was vacant.  In the Note containing the summary of significant accounting policies in future Annual Reports on Form 10-K, LTC will clarify the nature of its acquired lease intangibles.

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Schedule III — Real Estate and Accumulated Depreciation, pages 84 – 88

13.                                 In future periodic filings please provide the aggregate cost for Federal income tax purposes.  Refer to endnote 6 contained within Rule 12-28 of Regulation S-X.

In Schedule III of future Annual Reports on Form 10-K, LTC will provide the aggregate cost for Federal income tax purposes.  This tax basis information previously has been disclosed in LTC’s audited consolidated financial statements, specifically in Note 2 on page 60 of the Annual Report on Form 10-K for the year ended December 31, 2011.

FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2012

Note 1 — General, page 7

14.                                 We note you have included all adjustments necessary for a fair presentation.  Please clarify whether all adjustments are normal recurring adjustments.  If so, please revise future filings to provide a statement to that effect.  If not, please describe in appropriate detail the nature and amount of any adjustments other than normal recurring adjustments. Reference is made to Rule 10-01(b)(8) of Regulation S-X.

In future filings, LTC will clarify the nature of its adjustments necessary for a fair presentation, noting that the adjustments are normal and recurring in nature and describing in appropriate detail the nature and amount of any adjustments that are not to the extent material.

In connection with responding to the Staff’s comments, LTC acknowledges the following:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

·                  Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

·                  the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

6

If the Staff has any further questions or comments, please do not hesitate to contact me at (805) 981-8655.

Very truly yours,

/s/   Pamela Shelley-Kessler

Pamela   Shelley-Kessler

Executive   Vice President,

Chief   Financial Officer and

Corporate   Secretary

cc:     Wendy Simpson, Chief Executive Officer and President of LTC Properties, Inc.

Caroline Chikhale, Vice President, Controller and Treasurer of LTC Properties, Inc.

7

May 25, 2012
 VIA E-Mail

Ms. Pamela Shelley-Kessler Executive Vice President and Chief Financial Officer LTC Properties, Inc. 2829 Townsgate Road, Suite 350 Westlake Village, California  91361

Re: LTC Properties, Inc.
  Form 10-K for the year  ended December 31, 2011
Filed on February 27, 2012 File No. 001-11314

Dear Ms. Pamela Shelley-Kessler:
We have reviewed your filings and have the following comments. In some of our
comments we may ask you to provide us with information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circum stances, please tell us why in your response.

 After reviewing the information you provide  in response to these comments, we may
have additional comments.
 FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2011

 General

 1. Please include funds from operations in your fu ture Exchange Act periodic reports.  We
may have further comment.
 2. Please advise us whether management views net operating income and/or same property
net operating income as key performance indi cators.  We may have further comment.
 3. We note you indicate you have trip le net leases.  In future Ex change Act periodic reports,
please describe how you monitor tenant credit quality and identify any material changes
in quality.

Ms. Pamela Shelley-Kessler LTC Properties, Inc. May 25, 2012 Page 2

 Part I.

 Item 1. Business, page 2

 4. We note your disclosure on page 5 where you identify operators which accounted for
more than 10% of your 2011 rental income revenues.  In future Exchange Act periodic reports, please identify tenants which acc ount for 5% or more of your revenue.
 Item 2.  Properties, page 9

 5. In future Exchange Act periodic reports, pl ease include a schedule of lease expirations for
each of the next ten years stating (i) the numbe r of tenants whose leases will expire, (ii)
the total area in square feet covered by such  leases, (iii) the annua l rental represented by
such leases, and (iv) the per centage of gross annual rental  represented by such leases.
 Item 7. Management’s Discussion and Anal ysis of Financial Condition…, page 32

 6. In future Exchange Act periodic reports, please compare new rents on renewed leases to
prior rents.

7. In future Exchange Act periodic reports,  please disclose historical same property
occupancy trends.  Please also accompany th is disclosure with same property average
rent trends, as adjusted to reflect the impact  of tenant expense reimbursements and tenant
concessions, such as free rent.
 8. In future Exchange Act periodic reports, please expand your disclo sure of your leasing
activities, including a discussi on of the volume of new or re newed leases with average
rents or yields, as applicable.  Include the impact of tenant  improvement costs and leasing
commissions.  Please also provide this information on a per square foot basis.
 Balance Sheet Metrics, pages 37 – 39

 9. We note that for EBITDA purposes you subtract  gain on sale of assets, net from net
income.   It is not clear how this adjustment is consistent with the standard definition of
EBITDA.   Please clarify and/or revise future  periodic filings to la bel this measure as
“Modified” or “Adjusted” EBITDA.
 Contractual Obligations, page 47

 10. We note your contractual obligati ons table excludes the effects of interest.   In future
periodic filings please include disclosure that  discuss your cash requirements for interest
on your debt obligations or tell us why such di sclosure is not necessa ry.   Reference is
made to footnote 46 of SEC Interpretive Release 33-8350 “Interpr etation: Commission

Ms. Pamela Shelley-Kessler LTC Properties, Inc. May 25, 2012 Page 3

 Guidance Regarding Management's Discussion and Analysis of Financial Condition and
Results of Operations”
 Financial Statements and Notes

 Note 2 – Summary of Significant Accounting Policies

 Owned Properties, page 57

 11. Please disclose your capitalization policy.   Y our disclosure should address the types of
expenses that are potentially capitalized such as interest, taxes, sala ries and other general
and administrative expenses.  In addition, pl ease disclose the peri ods of capitalization
including a discussion of when  the capitalization period ends.  To the extent material,
please separately disclose and discuss the amounts related to interest and salaries
capitalized.   Lastly, on your statement of cash flows, please separately disclose the
amounts related to development and capital improvements separately from cash used to acquire properties.
 12. We note you allocate a portion of your purch ase price to acquired lease intangibles.
Please tell us and expand your disclosure in future periodic filings to discuss your
accounting policy for above and below market le ases.   For below market leases, please
tell us how you considered any fixed rate rene wal options into the calculation of the fair
value of the below market leas e intangibles and the period ov er which your below market
lease intangibles are amortize d.   Your response should also discuss how you determine
the likelihood that a lessee will execute a below-market lease renewal, and how you
consider the likelihood, if at all, in  determining the amortization period.
 Schedule III – Real Estate and A ccumulated Depreciation, pages 84 – 88

 13. In future periodic filings please provide th e aggregate cost for Federal income tax
purposes. Refer to endnote 6 contained within Rule 12-28 of Regulation S-X.
 FORM 10-Q FOR THE PERI OD ENDED MARCH 31, 2012

 Note 1 – General, page 7

 14. We note you have included all adjustments n ecessary for a fair presentation.   Please
clarify whether all adjustments are normal recu rring adjustments.   If so, please revise
future filings to provide a statement to that e ffect.   If not, please describe in appropriate
detail the nature and amount of any adjustments other than normal recurring adjustments.
Reference is made to Rule 10-01(b)(8) of Regulation S-X.
   We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of

Ms. Pamela Shelley-Kessler LTC Properties, Inc. May 25, 2012 Page 4

 1934 and all applicable Exchange Act rules requir e. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filings;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Wilson K. Lee at (202) 551-3468 or Kevin Woody at (202) 551-3629 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Sandra Hunter at ( 202) 551-3758 or me at (202) 551 -3655 with any other questions.
                                                                      Sincerely,
   /s/ Sonia Gupta Barros
          S o n i a  G u p t a  B a r r o s           S p e c i a l  C o u n s e l

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4561
 July 13, 2007
Wendy L. Simpson, President
LTC Properties, Inc. 31365 Oak Crest Drive, Suite 200 Westlake Village, CA 91361
Re: LTC Properties, Inc.
 Registration Statement on Form S-3
Filed June 18, 2007 File No. 333-143826

Dear Ms. Simpson:

We have conducted a limited review of  your filing and have the following
comments.    Where indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

 Please provide us with th e information requested belo w.  In addition, please
consider disclosing this information in the prospectus where appropriate.

General

1. We note that you have the form of the indenture filed as exhibit 4.3 to this
registration statement.  Please file  the actual indenture prior to the
effectiveness of this registration stat ement.  Please refer to Section 201.04
under 1939 Act – General Guidance, which can be located at http://www.sec.gov/divisions/cor pfin/guidance/tiainterp.htm
, and revise
accordingly.

Wendy L. Simpson, President
LTC Properties, Inc.
July 13, 2007 Page 2

*  *  *  *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us w ith marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

 Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request , acknowledging that:

‚ should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

‚ the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

‚ the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
 We direct your attention to Rules 46 0 and 461 regarding requesting acceleration

Wendy L. Simpson, President
LTC Properties, Inc.
July 13, 2007 Page 3

of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 Please contact Duc Dang at 202-551-3386 or  me at 202-551-3495 with any other
questions.

Sincerely,

Elaine Wolff Branch Chief

cc: Herbert Kozlov  Fax No. (212) 521-5400

CORRESP
1
filename1.htm

LTC PROPERTIES, INC.

31365 Oak Crest Drive, Suite 200

Westlake Village, California
91361

August 6, 2007

VIA EDGAR AND FACSIMILE: (202)
772-9210

United States Securities and
Exchange Commission

Division of Corporation Finance

Mail Stop 4561

100 F Street, N.E.

Washington, D.C.  20549-7010

Attn:
Ms. Elaine Wolff and Mr. Duc Dang

  Re

  LTC Properties, Inc.

  Registration Statement on Form S-3

  File No. 333-143826

  Acceleration Request

  Requested Date: Tuesday, August 7, 2007

  Requested Time: 9:00 am Eastern Time

Dear
Ms. Wolff and Mr. Dang:

LTC Properties, Inc., a
Maryland corporation (the “Company”), respectively requests the acceleration of
the effectiveness of the above-referenced Registration Statement on Form S-3
(File No. 333-143826) originally filed by Company with the Securities and
Exchange Commission on June 18, 2007, as amended to date, to become effective
at the “Requested Date” and “Requested Time” set forth above or as soon as
reasonably practicable thereafter.

Please direct any
questions concerning this request to our attorneys, John Iino (213-457-8025)
and Michael Chou (213-457-8064) of Reed Smith LLP.

  Very truly yours,

  /s/ Wendy L. Simpson

  Wendy L. Simpson

  Chief Executive Officer and President

  cc:

  Pamela Kessler

  Herbert Kozlov, Esq.

  John M. Iino, Esq.

CORRESP
1
filename1.htm

  David T. Mittelman

  Reed Smith LLP

  Two Embarcadero Center

  Suite 2000

  San Francisco, CA 94111-3922

  +1 415 543 8700

  Fax +1 415 391 8269

  Direct Phone: +1
  415 659 5943

  Email:
  DMittelman@reedsmith.com

August 6, 2007

VIA EDGAR, OVERNIGHT COURIER

AND FACSIMILE:  (202) 772-9210

United States
Securities and Exchange Commission

Attn:  Ms. Elaine Wolff and Mr. Duc Dang

Division of Corporation Finance

Mail Stop 4561

100 F Street, N.E.

Washington, D.C. 20549-7010

Re:          LTC Properties, Inc.

Registration Statement on Form S-3

Filed June 18, 2007 and amended July 27, 2007

File No. 333-143826

Dear Ms. Wolff and Mr. Dang:

On behalf of the
registrant, LTC Properties, Inc., this letter shall supplement the response to
comment 1 in the registrant’s correspondence dated July 27, 2007 to confirm
that Exhibits 4.13 and 4.14 filed as part of Amendment No. 1 to Registration
Statement on Form S-3 (333-143826) each constitute an open-ended indenture.

  Very truly yours,

  /s/ David T. Mittelman

  David T. Mittelman

DTM:mh

NEW YORK ·
LONDON · CHICAGO ·
PARIS · LOS ANGELES ·
WASHINGTON, D.C. · SAN FRANCISCO ·
PHILADELPHIA · PITTSBURGH ·
OAKLAND

MUNICH ·
ABU DHABI · PRINCETON ·
NORTHERN VIRGINIA · WILMINGTON ·
BIRMINGHAM · DUBAI · CENTURY CITY ·
RICHMOND · GREECE

reedsmith.com

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      October 28, 2005

Mail Stop 4561

VIA U.S. MAIL AND FAX (805) 981-8663

Ms. Wendy L. Simpson
Chief Financial Officer
LTC Properties, Inc.
22917 Pacific Coast Highway, Suite 350
Malibu, CA  90265

      Re:	LTC Properties, Inc.
      Form 10-K for the year ended December 31, 2004
      Filed February 28, 2005
      File No. 001-11314

Dear Ms. Simpson:

      We have completed our review of your Form 10-K and related
filings and do not, at this time, have any further comments.

								Sincerely,

      Steven Jacobs
      Accounting Branch Chief

??

??

??

??

Ms. Wendy L. Simpson
LTC Properties, Inc.
October 11, 2005
Page 1

</TEXT>
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[LTC LETTERHEAD]

October 26,
2005

Steven Jacobs

Accounting Branch Chief

Securities and Exchange
Commission

Division of Corporate
Finance

Washington DC, 20549

  Re:

  LTC
  Properties, Inc.

  Form 10-K
  for the year ended December 31, 2004

  Filed
  February 28, 2005

  File
  No. 001-11314

Dear Mr. Jacobs:

We have the following
response to your comment letter dated October 21, 2005 on the
above-referenced filing.

SEC Comment in letter dated October 21, 2005:

1.             We read your response to comment
1.  Please summarize the efforts you have
made to obtain access to the financial statements or any other financial
information for Alterra.

Company’s Response to #1:

Pursuant
to the provisions of our master leases with Alterra, we are entitled to, and do
receive, certain operating information related to the properties we have under
lease with Alterra and certain operating information of Alterra not including
balance sheet or cash flow information.  Accordingly,
such information does not include sufficient information to provide summarized
financial information under Rule 1-02(bb) of Regulation S-X.  Provisions of the master leases do not
expressly grant us permission to publish Alterra’s financial information in any
of our public filings.  In providing us
with certain operating information, Alterra’s expectations are that we will treat
this information confidentially.  Therefore,
to date, our efforts to obtain access to financial statements or any other
financial information for Alterra have been limited by our contractual obligations
under lease agreements with Alterra and we have not approached Alterra, nor do
we currently expect Alterra to provide such summarized financial information.

We
understand that Alterra has merged with Brookdale Senior Living, Inc. and Brookdale
Senior Living, Inc. has recently filed a registration statement with the
Commission (File No. 333-127372).  Should
Brookdale Senior Living, Inc. become a reporting company subject to the
filing requirements of the Commission, we will include their summarized
financial data in our filings with the Commission in the same manner as we do
for our other lessees, guarantors and obligators that meet the “significant
subsidiary” definition of Rule 1-02.

  Very truly yours,

  LTC PROPERTIES,
  INC.

  /s/ Wendy L. Simpson

  Wendy L. Simpson

  Vice Chairman, Chief Financial Officer and Treasurer

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      October 21, 2005

Mail Stop 4561

VIA U.S. MAIL AND FAX (805) 981-8663

Ms. Wendy L. Simpson
Chief Financial Officer
LTC Properties, Inc.
22917 Pacific Coast Highway, Suite 350
Malibu, CA  90265

      Re:	LTC Properties, Inc.
      Form 10-K for the year ended December 31, 2004
      Filed February 28, 2005
      File No. 001-11314

Dear Ms. Simpson:

      We have reviewed your October 14, 2005 response letter and
have
the following additional comments.

1. We read your response to comment 1.  Please summarize the
efforts
you have made to obtain access to the financial statements or any
other financial information for Alterra.

*  *  *  *

	You may contact Josh Forgione, at (202) 551-3431, or me, at
(202) 551-3403, if you have questions. Please respond to the
comments
included in this letter within 10 business days or tell us when
you
will provide us with a response.  Please file your response on
EDGAR.

								Sincerely,

      Steven Jacobs
      Accounting Branch Chief

??

??

??

??

Ms. Wendy L. Simpson
LTC Properties, Inc.
October 11, 2005
Page 1

</TEXT>
</DOCUMENT>

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[LTC LETTERHEAD]

October 14,
2005

Steven Jacobs

Accounting Branch Chief

Securities and Exchange
Commission

Division of Corporate
Finance

Washington DC, 20549

Re:                             LTC
Properties, Inc.

Form 10-K for the year ended December 31, 2004

Filed February 28, 2005

File No. 001-11314

Dear Mr. Jacobs:

We have the following
response to your comment letter dated October 11, 2005 on the
above-referenced filing.

FORM 10-K

Financial Statements and Notes

Note 3.  Major Operators, page 54

SEC Comment:

1.             Please tell us how you evaluated your asset
concentration level to determine the financial information required for Alterra related to properties
subject to net lease.  In determining
whether asset concentration thresholds are crossed, aggregate net lease
properties and mortgage loans to the same lessee or guarantor, obligor, or
group of related lessees or obligors, or loans on related properties.  Properties are related, for example, if they
are subject to cross default collateralization agreements.  At concentration levels over 20% of total
assets please include audited financial statements of the
lessee/guarantor/obligor.  If the
lessee/guarantor/obligor is a public company currently filing reports with the
Commission, only summarized data
(Rule 1-02(bb) of Regulation S-X and FAS 95 cash flow information) need be
provided.  At concentration levels
between 10-20%, only summarized data need be provided.

Company’s Response to #1:

In evaluating our asset
concentration levels we look at aggregate net lease properties and mortgage
loans related to the same lessee, guarantor, obligor or group of related
leases, obligors or loans on related properties.  We consider cross default collateralization
agreements in grouping related leases, obligors and/or loans.  At December 31, 2004, Alterra leased 35
assisted living properties from us under four master leases.  In determining our concentration level with
Alterra, we combined the assets under the four master leases we have with them
to determine that 12.6% of our total assets at December 31, 2004 were
concentrated with Alterra.  At December 31,
2004 we had no mortgage loans to Alterra or loans on any Alterra related property.  Since Alterra is not a publicly traded
company we do not have access to their financial statements and thus are not
able to provide summarized financial data for Alterra.

The following statements
are being provided at the request of the Securities and Exchange Commission as
outlined in its letter dated October 11, 2005:

•                                          LTC
Properties, Inc. is responsible for the adequacy and accuracy of the
disclosure in its filings with the Securities and Exchange Commission;

•                                          staff
comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings;
and

•                                          LTC
Properties, Inc. may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

  Very truly yours,

  LTC PROPERTIES,
  INC.

  /s/ Wendy Simpson

  Wendy L. Simpson

  Vice Chairman, Chief Financial Officer and Treasurer

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      October 11, 2005

Mail Stop 4561

VIA U.S. MAIL AND FAX (805) 981-8663

Ms. Wendy L. Simpson
Chief Financial Officer
LTC Properties, Inc.
22917 Pacific Coast Highway, Suite 350
Malibu, CA  90265

      Re:	LTC Properties, Inc.
      Form 10-K for the year ended December 31, 2004
      Filed February 28, 2005
      File No. 001-11314

Dear Ms. Simpson:

      We have reviewed your filing and have the following
comments.
We have limited our review to only the issues addressed below and
will make no further review of your documents.  In our comments,
we
ask you to provide us with supplemental information so we may
better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended December 31, 2004

Financial Statements and Notes

Note 3, Major Operators, page 54

1. Please tell us how you evaluated your asset concentration level
to
determine the financial information required for Alterra related
to
properties subject to net lease.  In determining whether asset
concentration thresholds are crossed, aggregate net lease
properties
and mortgage loans to the same lessee or guarantor, obligor, or
group
of related lessees or obligors, or loans on related properties.
Properties are related, for example, if they are subject to cross
default collateralization agreements. At concentration levels over
20% of total assets please include audited financial statements of
the lessee/guarantor/obligor.  If the lessee/guarantor/obligor is
a
public company currently filing reports with the Commission, only
summarized data (Rule 1-02(bb) of Regulation S-X and FAS 95 cash
flow
information) need be provided. At concentration levels between 10-
20%, only summarized data need be provided.

*  *  *  *

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

	You may contact Josh Forgione, at (202) 551-3431, or me, at
(202) 551-3403, if you have questions. Please respond to the
comments
included in this letter within 10 business days or tell us when
you
will provide us with a response.  Please file your response on
EDGAR.

								Sincerely,

      Steven Jacobs
      Accounting Branch Chief

??

??

??

??

Ms. Wendy L. Simpson
LTC Properties, Inc.
October 11, 2005
Page 1

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