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Mailstop 3233
April  3, 201 7

Via E-mail
Mr. Scott A. Estes
Chief Financial Officer
Welltower Inc.
4500 Dorr Street
Toledo, Ohio 43615

Re: Welltower Inc.
 Form 10-K for the  fiscal  year e nded December 31, 201 6
Filed February  22, 201 7
File No. 001 -08923

Form 8 -K
Filed February  22, 2017
File No. 001-08923

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 these comments within ten business days by providing the requested
information or advise us as soon as p ossible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

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

Form 10 -K for the fiscal year ended December 31, 2016

Item 1. Business, page 2

1. We note from your disclosures that your relationships with Genesis, Sunrise, and Revera,
by virtue of its status as an affiliate of Sunrise, each accounted for ten percent or more of
your total revenues in either fiscal year ended December 31, 2016 or Decembe r 31,
2015.   Please tell us and revise your disclosure in future Exchange Act reports to fully
describe your relationships with Genesis, Sunrise, and Revera, including any equity
ownership in, real estate loans issued to, or joint ventures entered into wit h such
entities.   Please refer to Item 101(c)(1)(vii) of Regulation S -K.

Mr. Scott A. Estes
Welltower Inc.
April  3, 201 7
Page 2

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Key Performance Indicators, Trends and Uncertainties, page 43

2. We note your presentati on of net debt to book capitalization ratio, net debt to
undepreciated book capitalization ratio, and net debt to market capitalization ratio.
Please revise future filings to include a reconciliation of the inputs into these ratios.
Please refer to Item 10(e) of Regulation S -K.

Non-GAAP Financial Measures

NOI Reconciliation, page 59

3. In future filings, please revise your NOI reconciliation to comply with Item 10(e)(1)(i)(B)
of Regulation S -K which requires a reconciliation of non -GAAP financial measures
disclosed or released with the most directly comparable GAAP measure (i.e. net income).
Further, your reconciliation should begin with the GAAP measure, so the non -GAAP
measures do not receive undue prominence.  Please refer to Question 102.10 of the
updated Compliance and Disclosure Interpretations issued on May 17, 2016.  This
comment should also be applied to your presentation of NOI within your supplemental
information.

Notes to Consolidated Financial Statements

General

4. Based on news reports, it ap pears you acquired an equity interest in Sunrise Senior
Living during 2014.  In addition, based on your DEF 14A filed March 24, 2017, it
appears that your CEO is on the board of Benchmark Senior Living.  Please clarify for us
if you determined that Sunrise  and Benchmark are related parties and tell us how you
made that determination.  To the extent you determined that Sunrise and Benchmark are
related parties, please tell us how you have complied with the financial statement
presentation requirements of Ite m 4-08(k) of Regulation S -X and the disclosure
requirements of ASC 850 -10-50.

17. Segment Reporting, page 92

5. We note you present three reportable segments in your financial statement footnotes.  We
further note you have presented information for four divisions in your Form 8 -K filed
February 22, 2017.  Please clarify for us if you have three or four reportable se gments
and tell us how you made this determination.  Please refer to ASC 280.

Mr. Scott A. Estes
Welltower Inc.
April  3, 201 7
Page 3

 Form 8 -K filed February 22, 2017

Exhibit 99.1

FFO Reconciliation, page 10

6. In arriving at Funds from operations -NAREIT, you start with net income (loss)
attributable to common stockholders and make an adjustment for noncontrolling interests.
As a result, it appears Funds from operations - NAREIT and ultimately Normalized FFO,
are attributable to common stockholders.  Please clarify and/or revise the labeling of your
non-GAAP financial measures in future earnings releases.

SSNOI and REVPOR Reconciliations, page 11

7. We note the pro rata adjustments line item to arrive at pr o rata NOI and SHO pro rata
revenues and the adjustments line item to arrive at SHO same store revenues.  Please
revise in future filings to provided disaggregated information for these adjustments.  This
comment also applies to the presentation on page 27  of exhibit 99.2.

Exhibit 99.2

Debt Maturities and Principal Payments, page 23

8. We note your presentation of pro rata secured debt.  Please revise future filings to provide
the components of your pro rata secured debt.

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.

You may contact Jeffrey Lewis, Staff Accountant, at (20 2) 551 -6216 or t he undersigned
at (202) 551 -3295  if you have questions regarding co mments on the financial statements and
related matters.   Please contact Bryan Hough , Staff Attorney, at (202) 551 -8625  or Coy Garrison,
Special Counsel,  at (202) 551-3466  with any other questions.

Sincerely,

/s/ Jennifer Monick

Jennifer  Monick
Assistant Chief Accountant
Office of Real Estate and
Commodities