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CORRESPONDENCE

VIA EDGAR and VIA FACSIMILE (703.813.6984)

April 23, 2009

    Tom Kluck

    Stacie D. Gorman

    Legal Branch Chief

    Division of Corporation Finance

    Division of Corporation Finance

    United States Securities & Exchange Commission

    United States Securities & Exchange Commission

    100 F Street, NE

    100 F Street, NE

    Washington, DC 20549-6010

    Washington, DC 20549-6010

         Re:

    HEALTH CARE REIT, INC.:

Form 10-K filed March 2, 2009

Schedule 14A filed March 25, 2009

SEC File No. 001-08923

Dear Mr. Kluck and Ms. Gorman:

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 3, 2009. Our response to each comment is set forth
below and, as indicated below, a disclosure will be included in future Form 10-K filings,
amendments and updates thereto or future proxy statements, as the case may be.

Form 10-K filed March 2, 2009

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 annual rent per square foot for your medical office
building holdings, 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 disclosure
would not be material for your other investments.

RESPONSE:

We agree that investors may find information relating to occupancy and rental rates useful in
understanding the operations of medical office buildings and investment properties. The disclosure
below supplements the information included in “Item 2 — Properties” on pages 36-39 of the 2008

April 23, 2009

Page 2

Form 10-K. We will include a similar disclosure in Item 2 of future Form 10-K filings, amendments and
updates thereto.

     The following table sets forth occupancy and average annualized income for these property
types:

    Average Annualized

    Occupancy (1)

    Income (2)

    2008

    2007

    2008

    2007

    Medical office buildings

    90.4
    %

    91.3
    %

    $
    18

    $
    17

    per sq. ft.

    Investment properties:

    Independent living/CCRCs

    90.6
    %

    92.7
    %

    11,701

    7,865

    per unit

    Assisted living facilities

    88.8
    %

    88.7
    %

    10,805

    9,308

    per unit

    Skilled nursing facilities

    83.9
    %

    84.8
    %

    5,972

    5,936

    per bed

    Specialty care facilities

    49.5
    %

    55.8
    %

    28,107

    20,645

    per bed

    (1)

    Medical office building occupancy represents the percentage of total rentable square
feet leased and occupied (including month-to-month and holdover leases and excluding terminations
and discontinued operations) as of December 31, 2008 and
2007. Occupancy for investment properties represents average quarterly operating occupancy
based on the quarters ended September 30, 2008 and 2007 and excludes properties that are
unstabilized, closed or for which data is not available or meaningful. The Company uses
unaudited, periodic financial information provided solely by tenants/borrowers to calculate
occupancy for investment properties and has not independently verified the information.

    (2)

    Average annualized income represents annualized income divided by total beds, units or
square feet as presented in “Item 2 — Properties” of the Annual Report on Form 10-K.

    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 investments, on an aggregate or portfolio basis, disclosed in this section.

RESPONSE:

We understand that investors may find lease expiration data for the next 10 years (for investments
and on a portfolio basis) helpful in understanding the risks relating to our business. The
disclosure below supplements the information included in “Item 2 — Properties” on pages 36-39 of
the 2008 Form 10-K. We will include a similar disclosure in Item 2 of future Form 10-K filings,
amendments and updates thereto.

     The following table sets forth information regarding lease expirations as of December 31, 2008
(dollars in thousands):

April 23, 2009

Page 3

    Independent

    Assisted

    Skilled

    Specialty

    Total

    Medical

    Total

    Living/

    Living

    Nursing

    Care

    Investment

    Office

    Rental

    Year

    CCRCs

    Facilities

    Facilities

    Facilities

    Properties

    Buildings

    Income (1)

    2009

    $
    —

    $
    —

    $
    332

    $
    —

    $
    332

    $
    12,443

    $
    12,775

    2010

    —

    —

    —

    —

    —

    9,181

    9,181

    2011

    9

    1,681

    5,295

    —

    6,985

    10,526

    17,511

    2012

    5,056

    3,754

    6,904

    —

    15,714

    11,468

    27,182

    2013

    7,909

    567

    —

    —

    8,476

    8,368

    16,844

    2014

    —

    2,872

    8,356

    —

    11,228

    8,029

    19,257

    2015

    —

    —

    1,927

    —

    1,927

    7,852

    9,779

    2016

    —

    582

    6,435

    —

    7,017

    13,319

    20,336

    2017

    —

    14,780

    3,627

    2,106

    20,513

    5,455

    25,968

    2018

    3,594

    35,877

    16,241

    6,330

    62,042

    2,080

    64,122

    Thereafter

    62,912

    49,665

    114,929

    41,526

    269,032

    10,885

    279,917

    Total

    $
    79,480

    $
    109,778

    $
    164,046

    $
    49,962

    $
    403,266

    $
    99,606

    $
    502,872

    (1)

    Rental income represents annualized base rent for effective lease agreements. The
amounts are derived from the current contracted monthly base rent including straight-line
for leases with fixed escalators or annual cash rent for leases with contingent escalators,
net of collectability reserves, if applicable. Rental income does not include common area
maintenance charges or the amortization of above/below market lease intangibles.

Comments on Schedule 14A filed March 25, 2009

Executive Compensation, page 10

    3.

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

RESPONSE:

As disclosed in the 2009 Proxy Statement, our compensation programs are structured to provide
market-competitive compensation opportunities for our executives in order to attract and retain top
management talent, link compensation to the achievement of our short-term and long-term goals and
align management and stockholder interests. The Compensation Committee annually conducts a
comprehensive review of our executive compensation programs, including a comparative analysis of
our compensation practices versus those of our peers and a review of the five-year history of the
compensation paid to each executive. At the same time, the Committee considers a number of other
factors, including the executive’s experience, the scope of the executive’s role in the
organization and the executive’s individual performance. Following this review, the Committee
establishes target total compensation opportunities, which may be above or below the market median,
since external

April 23, 2009

Page 4

market
data is only one of many factors considered. Similarly, actual compensation, in particular actual
cash bonuses and actual long-term incentive awards, may be above or below target compensation
opportunities based on achievement of the specific corporate performance goals and individual
performance factors, as described on pages 13-16 of the 2009 Proxy Statement.

When examining comparisons to external data, it is important to understand the dynamic executive
compensation environment we have faced over the past several years. Executive compensation levels
among REITs have increased significantly, and as we have grown, our relevant comparative peer group
has included larger companies with higher levels of executive compensation. The combination of
these two factors has resulted in dramatic year-over-year changes in competitive medians. Although
the Committee’s intention is to generally provide market-competitive levels of compensation, which
it has defined as median compensation, the Committee has also been prudent in granting
year-over-year increases in compensation to our executives. As a result, the actual increases in
target compensation opportunities, while substantial, have not brought all executives’ target pay
opportunities to the peer group median. In addition, as previously discussed, the Committee
considers many other factors besides external market data when setting target compensation
opportunities.

As part of the comparative analysis, Mr. Chapman’s compensation was compared to other chief
executive officers within the peer group. His actual total direct compensation earned for 2008 was
between the median and 75th percentile of the peer group, which was due to above-target
corporate performance and his strong individual performance.

Mr. Estes’ compensation was compared to other chief financial officers as well as the average of
the third through fifth highest paid executives within the peer group. Mr. Estes’ actual total
direct compensation earned for 2008 was below median and very close to median for the chief
financial officer group and the third through fifth highest paid group, respectively. Although the
Company’s performance and Mr. Estes’ individual performance were strong in 2008, his actual total
direct compensation earned for 2008 was below these medians because his target compensation
opportunity was below median since he is relatively new to the Chief Financial Officer position.

Mr. Braun’s compensation was compared to other presidents/chief operating officers as well as to
the second highest paid executives within the peer group. As compared to the first group, his
actual total direct compensation was at the 75th percentile of the peer group and as
compared to the second highest paid executives, his actual total direct compensation was above the
75th percentile of the peer group. Mr. Braun’s actual compensation was above these
medians due to above-target corporate performance and his strong individual performance.

Mr. Herman’s compensation was compared to other chief investment officers as well as to the average
of the third through fifth highest paid executives within the peer group. As compared to other
chief investment officers, Mr. Herman’s actual total direct compensation was in the lower quartile
and as compared to the average of the third through fifth highest paid executives, his actual total
direct compensation was at the peer group median. Although the Company’s performance and

April 23, 2009

Page 5

Mr.
Herman’s individual performance were strong in 2008, his actual total direct compensation did not
exceed the peer group median because Mr. Herman’s target compensation opportunity was set below a
median that, for the most part, is based on compensation of chief investment officers who occupy
the second highest paid positions in companies (versus the third highest paid).

Mr. Miller’s compensation was compared to other general counsel as well as to the average of the
third through fifth highest paid executives within the peer group. As compared to other general
counsel, Mr. Miller’s actual total direct compensation was above median due to above-target
corporate performance and his strong individual performance. As compared to the average of the
third through fifth highest paid executives, his actual total direct compensation was at the peer
group median.

In future proxy statements, we will clarify the description of our compensation philosophy and,
with respect to targeted compensation opportunities, deviations from the peer group median.

*  *  *

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:

    Executive Vice President and

Chief Financial Officer