SecProbe.io

April 27, 2006

Mail Stop 4561

Mr. Raymond W. Braun
Chief Financial Officer
Health Care REIT, Inc.
One SeaGate, Suite 1500
Toledo, Ohio 43604

Re: Health Care REIT, Inc.
 Form 10-K for the year ended December 31, 2005
 Filed March 10, 2006
 File No. 1-08923

Dear Mr. Braun:

We have reviewed your filing and have the following comments.  We have
limited our review of your filing to those issu es we have addressed in our comments.
Where indicated, we think you should revise  your document in response to these
comments in future filings.  If you disagree, we will consider your explanation as to why
our comment is inapplicable or a revision is unnecessary.  Please be as detailed as
necessary in your explanati on.  In our comments, we 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 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, 2005

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Non-GAAP Financial Measures, page 50

1. We note that management uses FFO, FAD and EBITDA to facilitate internal and
external comparisons to your historical  operating results, in making operating
decisions and for budget planning purposes .  If you consider these financial
measures to be both performance and li quidity measures as your description

Mr. Raymond W. Braun
Health Care REIT, Inc.
April 27, 2006 Page 2
suggests, revise your presen tation to include all of the information required by
item 10(e) of Regulation S-K for a liquidity measure.  Alternatively, revise to clarify management’s use of the non-GAAP financial measures.  Refer to Question 12 of Frequently Asked Questions Regarding the Use of Non-GAAP
Financial Measures .
2. Please revise the title of the measure currently referred to as EBITDA since it differs from EBITDA as defined in FR -65.  We refer you to Question 14 of
Frequently Asked Questions Regar ding the Use of Non-GAAP Financial
Measures.  In addition, please revise your disclosure to fu rther explain your basis
for each additional adjustment to EBITDA such as provision for loan losses, capitalized interest, and stock-based compensation.

Critical Accounting Policies, page 53

Fair Value of Derivative Instruments, page 55

3. It appears that changes in assumptions re lated to the valuatio n of your derivative
instruments could have a material im pact on expenses.  Please revise your
disclosure to include a quan titative analysis that provi des the reader with insight
to the sensitivity certain estimates may have to changes in assumptions and the related impact on your financial condition and results of operations.  We refer you
to SEC Release 33-8350.

*    *    *    *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Pl ease furnish a cover letter that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Pleas e file your cover letter on EDGAR.  Please
understand that we may have additional comments after reviewing your 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 Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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:

Mr. Raymond W. Braun
Health Care REIT, Inc.
April 27, 2006 Page 3
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

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

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Rachel Zablow, Sta ff Accountant at (202) 551-3428 or the
undersigned at (202) 551-3403 if you have questions.

      S i n c e r e l y ,

Steven Jacobs
Accounting Branch Chief