SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

March 16, 2011

Via U.S. Mail and Facsimile 419.247.2826

 Scott A. Estes Chief Financial Officer Health Care REIT, Inc. 4500 Dorr Street Toledo, OH  43615

Re: Health Care REIT, Inc.
Form 10-K for fiscal year  ended December 31, 2010
  Filed February 25, 2011   File No. 1-8923
Dear Mr. Estes:

We have reviewed your filing 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 fiscal year ended December 31, 2010

 Item 2.  Properties, page 38

1. In future periodic reports, pleas e expand your lease expiration table for each of the next
ten years to also include disclosure of the number of tenants whose leases will expire, the
total area in square feet, un its or beds, as applicable, c overed by such leases, and the
percentage of total rental income re presented by such expiring leases.
2. In future periodic reports, please expand your di sclosure of your leasing activities for the
most recent quarter, including a discussion of  the volume of new or renewed leases,
average rents or yields, as applicable, a discus sion of the percentage of leases with rent

Scott A. Estes
Health Care REIT, Inc. March 16, 2011 Page 2
escalators and a representative  range of escalation, and, wher e applicable, average tenant
improvement costs, leasing commissi ons and tenant concessions.

Item 7.  Management’s Discussion and Analys is of Financial condition and Results of
Operations
 General

3. We note that in 2010 you entered into two jo int ventures that we re structured under
RIDEA and that in your 2010 earnings re lease you refer to additional RIDEA
investments subsequent to year end.  To the extent material, in future periodic reports,
please expand your disclosure to disclose  your strategy with respect to RIDEA
investments and to discuss the impact on your business of and any tre nds associated with
such RIDEA investments.
4. In future periodic reports, pl ease include disclosure on wei ghted average capitalization
rates for acquisitions and dispositions of properties during the re porting period, including
a clear description of how you calculate d disclosed capitalization rates.

Executive Summary
 Business Strategy, page 48

5. In future periodic reports, please supplement your discussion of anticipated cash uses for
the next fiscal year to include anticipated debt maturities, interest payments, dividend
payments and capital expenditures.  Please also expand your discussion of sources of
cash to identify the anticipated sources of any additional cash you expect to need to
address these anticipated cash uses.

Liquidity and Capital Resources
 Sources and Uses of Cash

 Investing Activities, page 54

6. We note a significant amount of capital improve ments over the last three years.  Please
tell us the amount of general and administrativ e costs capitalized for each year presented.
In addition, please provide any explanation for the fluctuation of these amounts from year
to year.

Contractual Obligations, page 57
7. We note your disclosure regard ing your portion of certain jo int ventures non-recourse
debt.  Please provide to us additional information regarding the estimated maturity and
payment obligations under these agreements.

Scott A. Estes
Health Care REIT, Inc. March 16, 2011 Page 3   Item 8. Financial Statements and Supplementary Data

 Notes to Consolidated Financial Statements

 2. Accounting Policies and Related Matters, page 81

8. Please tell us your accounting treatment of bargain renewal periods when determining
below-market tenant lease values an d their related amortization periods.

3. Real Property Acquisitions and Development, page 85
 General

9. We note your acquisition of a significant amount of assets through your investment in
consolidated joint ventures.  Please provide to us your analysis of the requirement to
include financial statements in compliance w ith Rule 3-14 or Rule 3-05 of Regulation S-
X.

Strategic Medical Office Partnership, page 87
10. We note that you have allocated a certain am ount of the purchase price to goodwill for its
future development pipeline.  Please provide additional information regarding this asset,
including the exact nature of the devel opment pipeline and an analysis of the
appropriateness of allocating amounts to this pipeline.

Item 15. Exhibits and Financia l Statement Schedules, page 117
 Exhibit 23.1

11. Please confirm to us that you have a signed copy of the consent from your independent
registered public accounting firm  related to the registration st atements listed.  In future
periodic reports, please ensure that you have  included a designation illustrating that your
auditors have signed the consent.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
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:

Scott A. Estes
Health Care REIT, Inc. March 16, 2011 Page 4
• the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

You may contact Mark Raki p, Staff Accountant, at 202.551.3 573 or the undersigned at
202.551.3629 if you have questions regarding the co mments on the financial statements and
related matters.  Please c ontact Sonia Barros, at 202.551.3655 or Michael McTiernan, Assistant
Director, at 202.551.3852 with any other questions.

         S i n c e r e l y ,
Kevin Woody Accounting Branch Chief