SecProbe.io

Mail Stop 4561         April 3, 2009       George L. Chapman, Chief Executive Officer and President Health Care REIT, Inc. One SeaGate Suite 1500 Toledo, OH 43604
Re: Health Care REIT, Inc.
  Form 10-K
Filed: March 2, 2009                 Schedule 14A Filed: March 25, 2009
  File No.: 001-08923

Dear Mr. Chapman:
 We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is 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.

Item 2. Properties, page 36

1. For your medical office building holdings, it appears that the occupancy rates and
rental rates constitute material information for investors.  Please tell us the occupancy rate expressed as a percentage  and the average annua l rent per square
foot for your medical office building holdi ngs, on a portfolio basis, and compare
such rates with last year’s rates.  Such  disclosure should be included in future
filings.  Also, please tell us why such di sclosure would not be material for your
other investments.

George L. Chapman, Chief Executive Officer and President
Health Care REIT, Inc. April 3, 2009 Page 2

2. We note future minimum lease receivable disclosure on page 86 that covers the
next five years.  Please tell us why you have not included a schedule of lease
expiration for the next 10 years for the i nvestments, on an aggregate or portfolio
basis, disclosed in this section.
 Comments on Schedule 14A

 Executive Compensation, page 10

3. We note that you target compensation levels against the median level of your peer
group.  For each named executive o fficer, to the extent you awarded
compensation outside of the targeted pa rameters, please identify the officer and
tell us why you awarded compensation to th e officer at a level that was above or
below the targeted parameter and include such disclosure in future filings.

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy an d 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:  ‚ 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 comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

George L. Chapman, Chief Executive Officer and President
Health Care REIT, Inc. April 3, 2009 Page 3
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.     Please contact Stacie Gorman at (202)  551-3585 or me at (202) 551-3233with any
other questions.
Sincerely,
   Tom Kluck
Legal Branch Chief