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VIA EDGAR and VIA FACSIMILE (202.772.9210)

May 10, 2006

    Steven Jacobs

    Rachel Zablow

    Accounting Branch Chief

    Staff Accountant

    Division of Corporation Finance

    Division of Corporation Finance

    United States Securities & Exchange Commission

    United States Securities &Exchange Commission

    100 F Street, N.E.

    100 F Street, N.E.

    Washington, DC 20549

    Washington, DC 20549

    Re:

    HEALTH CARE REIT, INC.:

    Form 10-K for the year ended December 31, 2005

    Filed March 10, 2006

    SEC File No. 1-08923

Dear Mr. Jacobs and Ms. Zablow:

The purpose of this letter is to respond to the comments raised in your letter addressed to Health
Care REIT, Inc. (the “Company”) dated April 27, 2006. Our response to each comment is set forth
below.

Form 10-K for the year ended December 31, 2005

Management’s Discussion and Analysis of Financial 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
liquidity measures as your description suggests, revise your presentation 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.

May 10, 2006

Page 2

RESPONSE: As noted in our discussion of
Non-GAAP Financial Measures, FFO, FAD
and EBITDA should not be considered measures of liquidity. We
understand that the phrase “budget planning purposes” could
be misinterpreted to infer liquidity because a company’s budget
could include budgeting for expected cash
flows. To avoid such a misinterpretation, in future filings, beginning with the Form 10-Q
for the quarterly period ended March 31, 2006 (but excluding the
Form 8-K filed with the Commission on May 10, 2006) (“Future
Filings”), we will not include the reference to “budget
planning purposes” in our discussion regarding management uses of FFO, FAD and EBITDA.

    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
Regarding the Use of Non-GAAP Financial Measures. In addition, please revise your disclosure
to further explain your basis for each additional adjustment to EBITDA such as provision for
loan losses, capitalized interest, and stock-based compensation.

RESPONSE: In Future Filings, we will exclude the adjustments for provision for loan losses and capitalized interest in the
calculation of EBITDA. Upon modification for the aforementioned items, we believe our presentation
of EBITDA will be in accordance with FR-65.

In addition, in Future Filings, we will explain our basis for including stock-based compensation in the calculation of
EBITDA. U.S. GAAP requires the cost of stock-based compensation to be amortized into expense over
the appropriate term of the underlying stock awards. Given that
stock-based compensation is a component of
amortization expense as reflected on our consolidated statement of
cash flows, we believe it is appropriate to include this with other amortization expenses
in the calculation of EBITDA. As such, in Future Filings, our description of the components of amortization shall be
as follows:

    “Amortization represents the amount reflected on our consolidated statement of cash flows
for non-cash expenses accounted for in accordance with U.S. GAAP and includes amortization
of stock-based compensation, deferred loan expenses and other items.”

Critical Accounting Policies, page 53

Fair Value of Derivative Instruments, page 55

    3.

    It appears that changes in assumptions related to the valuation of your derivative
instruments could have a material impact on expenses. Please revise your disclosure to
include a quantitative analysis that provides the reader with insight to the sensitivity
certain

May 10, 2006

Page 3

    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.

RESPONSE: In Future Filings, our disclosure in Quantitative and Qualitative Disclosures About Market Risk will include a
statement similar to the following:

    “Assuming no changes in the notional amount of $100,000,000 of our Swaps, a 1% increase in
interest rates would result in increased annual interest expense of $1,000,000.”

* * *

In connection with responding to your comments, the Company hereby acknowledges 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.

We hope you will find the foregoing responsive to your comments. If you have any questions
regarding any of the above, please do not hesitate to call Paul D. Nungester, Vice President and
Controller of the Company, or the undersigned, Scott A. Estes, at 419-247-2800. Thank you very
much.

    Very truly yours

    HEALTH CARE REIT, INC.

    By:

    /s/ Scott A. Estes

    Scott A. Estes

    Its:

    Senior Vice President and Chief Financial Officer

    cc:

    George L. Chapman

Raymond W. Braun

Erin C. Ibele

Jeffrey H. Miller

Michael A. Crabtree

Paul D. Nungester, Jr.

Eric J. Benington

Mary Ellen Pisanelli

Gregory J. Shope

Thomas Schoenbaechler

Gregory Schmidt