SecProbe.io

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 May 27, 2025

Timothy G. McHugh
Co-President & Chief Financial Officer
Welltower Inc.
4500 Dorr Street
Toledo, Ohio 43615

 Re: Welltower Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-08923
Dear Timothy G. McHugh:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
</TEXT>
</DOCUMENT>

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 Welltower Inc.
 4500 Dorr Street Toledo,
OH 43615 419 247 2800
 May 12, 2025 
 Securities and Exchange Commission Division of Corporation
Finance Office of Trade & Services 100 F Street,
N.E. Washington, D.C. 20549 Attn: Benjamin Holt and Jeffrey
Gabor VIA EDGAR

 Re:
 Welltower Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-08923
 Dear Messrs. Holt and Gabor, This letter is in response to
your letter dated April 28, 2025, regarding the annual report on Form 10-K for the fiscal year ended December 31, 2024 of Welltower Inc. (“Welltower” or the “Company”). Your
comment from the April 28, 2025 letter is set forth below, followed by our related response. Form 10-K
for the Fiscal Year Ended December 31, 2024 Item 1. Business, page 2

 1.
 Please tell us, and revise future filings, to discuss your data science platform and the status of any AI-integration efforts. In this regard, we note your disclosure on page 40 that you are integrating generative AI tools into your systems. We also note discussion of your data science platform during the conference
call to discuss your fourth quarter 2024 results held on February 15, 2025, including that it is “industry-leading” and one of the sources of your competitive advantage; and in the March 7, 2025 press release titled
“Welltower Reveals a New Visual Identity” posted on your website. For over the last decade, Welltower has
collected data related to the over 2,000 properties in its portfolio in top markets across the U.S., U.K. and Canada, and in partnership with its third-party property managers. Our data science team, led by doctorate-level statisticians and
mathematicians, was formed in 2016 and has spent nearly the past decade building and refining proprietary statistical models and algorithms to project financial performance, predict lease-up and
occupancy trends, identify specific locations by product type and assess targeted supply-demand dynamics. Using the data science platform, the data science team prepares a report as a typical initial step in the underwriting team’s process for
evaluating virtually every potential seniors housing investment opportunity, and this report generated by the data science team is then reviewed by Welltower’s investment committee when evaluating such opportunities.
 As our properties continuously produce new data and we acquire more properties, the data science platform scales and becomes more precise in
its predictive analytics, which has in turn enabled Welltower to conduct broad and deep analysis across our focus markets. These predictive tools inform the platform’s supply/demand analysis, location analytics, comparative and predictive
modeling, investment and capital expenditure analytics and revenue and asset management capabilities, by allowing for quick insights regarding demand, prospective consumer and depth of the local labor market, as well as improved risk assessment and
increased comfort in our underwriting analysis as markets evolve.

 1 of 2

 welltower.com

 We began referencing our data science platform publicly as early as February 2017 in
connection with our fourth quarter 2016 earnings call. As the platform scaled and has become more sophisticated, we appointed a Chief Data Officer in 2023, who frequently accompanies our CEO and Capital Markets team in shareholder engagements, and
we started integrating generative artificial intelligence (“AI”) in 2023, to assist in analyzing and extracting more insights from Welltower’s contracts and lease documents. Welltower has also created internal generative AI chatbots,
using proprietary Welltower information accessed via third-party APIs (application programming interfaces), to interact with and answer queries by Welltower employees about Welltower’s human resources and other relevant policies, its lease
documents and contracts, and other internal-facing matters. In sum, Welltower has scaled its data science platform, including through the
integration of the generative AI tools described above, over nearly the past decade. We believe that the level of analysis made possible through our ability to leverage our proprietary data offers us a key advantage in selecting the locations,
products, price points and partners for our properties, as well as quantifiable and consistent insights into our potential competition at those properties, anticipated costs, the availability of key personnel resources and other metrics. The Company
will revise future filings to include additional disclosures about these matters. * * *
 We appreciate the Staff’s responsiveness with respect to the Company’s filing and look forward to resolving any concerns the Staff may have. If you
have any questions, please contact me at (419) 346-0721 or Andrew Fabens of Gibson, Dunn & Crutcher LLP at (212) 351-4034.

 Sincerely,

 /s/ Matthew McQueen

 Matthew McQueen

 Chief Legal Officer & General Counsel

 cc:
 Timothy G. McHugh, Welltower Inc. (via electronic mail)
 Andrew Fabens, Gibson, Dunn & Crutcher LLP (via electronic mail)

 2 of 2

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 April 28, 2025

Timothy G. McHugh
Co-President & Chief Financial Officer
Welltower Inc.
4500 Dorr Street
Toledo, Ohio 43615

 Re: Welltower Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-08923
Dear Timothy G. McHugh:

 We have reviewed your filing and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe
our comment applies to your facts and circumstances, please tell us why in your
response.

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

Form 10-K for Fiscal Year Ended December 31, 2024
Item 1. Business, page 2

1. Please tell us, and revise future filings, to discuss your data science
platform and the
 status of any AI-integration efforts. In this regard, we note your
disclosure on page 40
 that you are integrating generative AI tools into your systems. We also
note discussion
 of your data science platform during the conference call to discuss your
fourth quarter
 2024 results held on February 15, 2025, including that it is
"industry-leading" and one
 of the sources of your competitive advantage; and in the March 7, 2025
press release
 titled "Welltower Reveals a New Visual Identity" posted on your website.
 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.

 Please contact Peter McPhun at 202-551-3581 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please contact Benjamin Holt at 202-551-6614 or Jeffrey Gabor at
202-551-2544
with any other questions.
 April 28, 2025
Page 2

 Sincerely,

 Division of Corporation Finance
 Office of Real Estate & Construction
</TEXT>
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Mailstop 3233
June 29, 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 ended December 31, 2016
Filed February 22, 2017
File No. 001 -08923

Dear Mr. Estes :

We have completed our review of your filing .  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.

Sincerely,

 /s/ Jennifer Monick

Jennifer Monick
Assistant Chief Accountant
Office of Real Estate and
Commodities

CORRESP
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 VIA EDGAR

June 27, 2017

 Jennifer Monick

Assistant Chief Accountant

 Office of Real Estate and Commodities

 United States Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549-6010

Re:
Welltower Inc.

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

Filed February 22, 2017

File No. 001-08923

Form 8-K

 Filed
February 22, 2017

 File No. 001-08923

Dear Ms. Monick:

 The purpose of this letter is to respond
to the comments raised in your letter addressed to Welltower Inc. (the “Company”) dated June 5, 2017. Our response to each comment is set forth below and, as indicated below, a disclosure will be included in future periodic filings,
amendments and updates thereto or future proxy statements, as the case may be.

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

Notes to Consolidated Financial Statements

 General

1.
We note your response to our prior comment 2 and that you have determined disclosure of the terms and amounts of the various management agreements with Sunrise is not necessary. We refer you to your disclosure in your
Form 10-K which states that your relationship with Sunrise accounted for 23% of your total revenues for the year ended December 31, 2016. In light of the significance of your relationship with Sunrise, please confirm that you will disclose your
percentage ownership interest in Sunrise and the terms and amounts of your management agreements with Sunrise in future periodic filings. This information should be disclosed for each of the periods for which income statements are presented. Please
refer to ASC 850-10-50.

 June 27, 2017

 Page
 2

 RESPONSE:

Beginning with our Annual Reports on Form 10-K for the year ended December 31, 2017, we will add disclosure in our Notes to Consolidated Financial
Statements to describe our related party transactions with Sunrise similar to the following:

 As of December 31, 2016, we owned 24%
of Sunrise Senior Living Management, Inc. (“Sunrise”). Sunrise provides comprehensive property management and accounting services with respect to certain of our seniors housing operating properties that Sunrise operates, for which we pay
annual management fees pursuant to long-term management agreements. Our management agreements with Sunrise have initial terms expiring between January 2018 and April 2032 plus, if applicable, optional renewal periods ranging from an additional five
to 15 years depending upon the property. The management fees payable to Sunrise under the management agreements include a fee based on a percentage of revenues generated by the applicable properties plus, if applicable, positive or negative
adjustments based on specified performance targets. For the years ended December 31, 2016, 2015 and 2014, we recognized fees to Sunrise of $37.8 million, $36.4 million, and $37.5 million, respectively, the majority of which are reflected within
property operating expenses in our Consolidated Statements of Comprehensive Income.

*        *        *

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, Senior Vice President & Controller of the Company, or the undersigned, Scott A. Estes, at 419-247-2800. Thank you very much.

Very truly yours,

Welltower Inc.

By:

/s/ Scott A. Estes

Name:

Scott A. Estes

Title:

Executive Vice President – Chief Financial Officer

cc:
Paul D. Nungester, Senior Vice President & Controller, Welltower Inc.

 Matthew
McQueen, Senior Vice President – General Counsel & Corporate Secretary, Welltower Inc.

 Zachary Madden, Esq., Shumaker,
Loop & Kendrick, LLP

Mailstop 3233
June 5, 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  ended December 31, 201 6
Filed February  22, 201 7
File No. 001 -08923

Dear Mr. Estes :

We have reviewed your May 26, 2017 response to our comment letter  and have the
following comment .  In our comment , we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to th is comment  within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If  you do not believe our
comment applies  to your facts and circumstances, please tell us why in your response.

After reviewing your response to th is comment , we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our May 12,
2017 letter.

Mr. Scott A. Estes
Welltower Inc.
June 5, 201 7
Page 2

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

Notes to Consolidated Financial Statements

General

1. We note your response to our prior comment 2 and that you have determined disclosure
of the terms and amounts of the various management agreements with Sunrise is not
necessary.  We refer you to your disclosure in your Form 10 -K which states that your
relationship with Sunrise accounted for 23% of your total revenues for the year ended
December 31, 2016.   In light of the significance of your relationship with Sunrise, please
confirm that you will disclose your percentage ownership interest in Sunrise  and th e
terms and amounts of your management agreements with Sunrise in future periodic
filings.  This information should be disclosed for each of the periods for which income
statements are presented.  Please refer to ASC 850 -10-50.

We remind you that the com pany 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 (202) 551 -6216 or t he undersi gned
at (202) 551 -3295  if you have questions regarding comments 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

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CORRESP

 VIA EDGAR

May 26, 2017

 Jennifer Monick

Assistant Chief Accountant

 Office of Real Estate and Commodities

 United States Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549-6010

Re:
Welltower Inc.

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

Filed February 22, 2017

File No. 001-08923

Form 8-K

 Filed
February 22, 2017

 File No. 001-08923

Dear Ms. Monick:

 The purpose of this letter is to respond
to the comments raised in your letter addressed to Welltower Inc. (the “Company”) dated May 12, 2017. Our response to each comment is set forth below and, as indicated below, a disclosure will be included in future periodic filings,
amendments and updates thereto or future proxy statements, as the case may be.

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

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

Non-GAAP Financial Measures

 NOI Reconciliation, page
59

1.
We note your response to our prior comment 3. Please note the presentation of the total segment profit or loss measure in any context other than the ASC 280 required reconciliation in the footnote is considered a
presentation of a non-GAAP financial measure. In future filings, please revise your NOI reconciliation to comply with the requirements of Item 10(e)(1)(i)(B) of Regulation S-K. Please refer to Question 104.04 of the updated Compliance and
Disclosure Interpretations issued on May 17, 2016.

 May 26, 2017

Page 2

 RESPONSE:

 In
future Exchange Act filings, earnings releases and supplements beginning with the three months ended June 30, 2017, we will revise our NOI reconciliations to comply with the requirements of Item 10(e)(1)(i)(B) of Regulation S-K to
reconcile to net income.

 Notes to Consolidated Financial Statements

General

2.
We note your response to our prior comment 4 and your conclusion that Sunrise Senior Living is a related party due to your minority share equity ownership in Sunrise Senior Living. Please explain to us in greater detail
how you determined that you do not have any material related party transactions with respect to your relationship with Sunrise Senior Living that would trigger disclosure requirements under Item 4-08(k) of Regulation S-X or ASC 850-10-50. Your
response should address, but not necessarily be limited to, how you determined it was unnecessary to disclose (1) the transaction in which you acquired an equity interest in Sunrise Senior Living, (2) your percentage ownership interest in
Sunrise Senior Living, and (3) the terms of the management agreement with Sunrise Senior Living. Also, your response should address how you determined it was unnecessary to disclose transactions with Sunrise Senior Living on the face of your
financial statements, including, but not limited to, management fee consideration.

 RESPONSE:

We have previously disclosed information regarding our relationship with the Sunrise Senior Living management company (“Sunrise”) in prior filings
around the time of the relevant transactions. On January 9, 2013, we completed our merger and acquisition of Sunrise Senior Living, Inc., including a portfolio of properties and a 20% ownership interest in Sunrise (collectively the
“Sunrise Merger”). We disclosed the Sunrise Merger, including our 20% ownership interest in Sunrise, in each of the three Quarterly Reports on Form 10-Q and the Annual Report on Form 10-K for the year ended December 31, 2013. In April
2014, we acquired an additional 4% ownership interest in Sunrise and we disclosed this in our Quarterly Report on Form 10-Q for the three months ended June 30, 2014. We have continued to own 24% of Sunrise as of our most recent filings. We will
disclose any increase or decrease in our ownership interest in Sunrise in Exchange Act filings covering the period in which such increase or decrease occurs.

We are party with Sunrise to various management agreements pursuant to which Sunrise manages certain of our facilities for a management fee. We determined it
was not necessary to disclose the terms or amounts related to these related party transactions with Sunrise based on our evaluation of materiality considerations. We evaluate the management fees paid to and our investment in Sunrise based on a
variety of metrics. For the year ended December 31, 2016, our fees paid to Sunrise pursuant to the various management agreements, which are based on a percentage of revenues generated by the properties under management, represented
approximately 2% of our total property operating expenses, 1% of our total expenses, 3.5% of our net income and 2.4% of our FFO attributable to common stockholders and our investment in Sunrise represented less than 0.1% of our total assets as of
December 31, 2016. We determined that such amounts were not material to warrant disclosure on the face of the financial statements or in the footnotes. We continuously evaluate the management fees paid to Sunrise and will provide disclosure in
future Exchange Act filings if such fees become material.

 May 26, 2017

 Page
 3

 Form 8-K filed February 22, 2017

Exhibit 99.1

 FFO Reconciliation, page 10

SSNOI and REVPOR Reconciliations, page 11

3.
We note your response to our prior comment 7 and that your response and revisions only address a portion of our comment; as such, we partially reissue our comment. We note the adjustments line item to arrive at SHO same
store revenues. Please revise your disclosure in future filings to provide disaggregated information for these adjustments. This comment also applies to the presentation on page 27 of exhibit 99.2.

RESPONSE:

 In future earnings releases and supplements beginning
with the three months ended June 30, 2017, we will revise the referenced reconciliations to disaggregate the adjustments line item to arrive at SHO same store revenues.

*            *
 *

 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, Senior Vice President & Controller of the Company, or the undersigned, Scott A. Estes, at 419-247-2800. Thank you very much.

 Very truly yours,

 Welltower
Inc.

By:

/s/ Scott A. Estes

Name:

Scott A. Estes

Title:

Executive Vice President – Chief Financial Officer

cc:
Paul D. Nungester, Senior Vice President & Controller, Welltower Inc.

 Matthew
McQueen, Senior Vice President – General Counsel & Corporate Secretary, Welltower Inc.

 Mary Ellen Pisanelli, Esq., Shumaker,
Loop & Kendrick, LLP

Mailstop 3233
May 12, 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  ended 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 April  28, 2017 response to our comment letter 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 possible 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.
Unless we note otherwise, our references to prior comments  are to comments in our April 3 ,
2017 letter.

Mr. Scott A. Estes
Welltower Inc.
May 12, 201 7
Page 2

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

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

Non-GAAP Financial Measu res

NOI Reconciliation, page 59
1. We note your response to our prior comment 3.  Pleas e note the presentation of the total
segment profit or loss measure  in any context other than the ASC 280 required
reconciliation in the footnote is considered a presentation of a non -GAAP financi al
measure.  In future filings , please revise your NOI reconciliation  to comply with the
requirements of Item 10(e)(1)(i)(B) of Regulation  S-K.  Please refer to Question 104.04  of
the updated Compliance and Disclosure Interpretations issued on May 17, 2016.

Notes to Consolidated Financial Statements

General
2. We note your response to our prior comment 4 and your conclusion that Sunrise Senior
Living is a related party due to you r minority share equity ownership in Sunrise Senior
Living.  Please explain to us in greater detail how you determined that you do not have
any material related party transactions with respect to your relationship with Sunrise
Senior Living that would trig ger disclosure requirements under Item 4 -08(k) of Regulation
S-X or ASC 850 -10-50.  Your response should address, but not necessarily be limited to,
how you determined it was unnecessary to disclose (1) the transaction in which you
acquired an equity inter est in Sunrise Senior Living, (2) your percentage ownership
interest in Sunrise Senior Living, and (3) the terms of the management agreement with
Sunrise Senior Living.  Also, your response should address how you determined it was
unnecessary to disclose t ransactions with Sunrise Senior Living on the face of your
financial statements, including, but not limited to, management fee consideration.

Form 8 -K filed February 22, 2017

Exhibit 99.1

FFO Reconciliation, page 10

SSNOI and REVPOR Reconciliations, page 11
3. We note your response to our prior comment 7 and that your respo nse and revisions only
address  a portion of our comment; as such, we partially reissue our comment.  We note
the adjustments line item to arrive at SHO same store revenues.  Please rev ise your
disclosure in future filings to provide  disaggregated information for these adjustments.
This comment also applies to the presentation on page 27 of exhibit 99.2.

Mr. Scott A. Estes
Welltower Inc.
May 12, 201 7
Page 3

 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 (202) 551 -6216 or t he undersigned
at (202) 551 -3295  if you have questions regarding comments 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

CORRESP
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CORRESP

 VIA EDGAR

April 28, 2017

 Jennifer Monick

Assistant Chief Accountant

 Office of Real Estate and Commodities

 United States Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549-6010

Re:
Welltower Inc.

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

 Filed February 22, 2017

File No. 001-08923

Form 8-K

Filed February 22, 2017

File No. 001-08923

Dear Ms. Monick:

 The purpose of this letter is to respond
to the comments raised in your letter addressed to Welltower Inc. (the “Company”) dated April 3, 2017. Our response to each comment is set forth below and, as indicated below, a disclosure will be included in future periodic filings,
amendments and updates thereto or future proxy statements, as the case may be.

 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 December 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 with such entities. Please refer to Item 101(c)(1)(vii) of Regulation S-K.

RESPONSE:

 The FASB ASC Master Glossary and the guidance in ASC
606 defines customer as “A party that has contracted with an entity to obtain goods or services that are an output of the entity’s ordinary

 April 28, 2017

 Page
 2

activities in exchange for consideration.” We concluded that Genesis is a customer but operating partners like Sunrise and Revera are not. As discussed in our Annual Report on Form 10-K for the year ended December 31, 2016, we have three main business lines (or operating segments). In Triple-Net, we own properties that are leased to tenants who are
our customers and who operate the properties for their benefit. In Outpatient Medical, we own properties that we self-operate for our benefit and in which we lease space to tenants who are our customers. In Seniors Housing Operating, we own
properties that involve individual residents who are our customers and where we engage eligible independent contractors to manage the properties on our behalf. Our Seniors Housing Operating portfolio involves relationships with multiple entities
whom we contract with to obtain property management services that are an output of their ordinary activities in exchange for management fee consideration. We consider ourselves to be the customers and our property managers to be vendors in these
relationships rather than vice versa. As such, we do not believe that the disclosure requirements of Item 101(c)(1)(vii) of Regulation S-K apply to our Seniors Housing Operating manager vendors but it does
apply to our Triple-Net and Outpatient Medical tenants and Seniors Housing Operating residents. We acknowledge that Genesis was a significant customer relationship. We believe that our Genesis relationship is
described in various sections of the Annual Report on Form 10-K for the year ended December 31, 2016. However, in future Annual Reports on Form 10-K beginning with
the year ended December 31, 2017, we will add disclosure to describe relationships related to certain significant customer concentrations as exemplified by the following for Genesis.

Genesis Healthcare. As of December 31, 2016, our relationship with Genesis was comprised of a master lease for 85 properties owned 100% by us,
four real estate loans totaling approximately $317 million, approximately 6.6 million shares of GEN Series A common stock (representing approximately 4.25% of total GEN common stock) and a 25% ownership stake in an unconsolidated joint
venture that includes a master lease for 28 properties operated by Genesis.

 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 presentation 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.

RESPONSE:

 In future Exchange Act filings beginning with our
Form 10-Q for the three months ended March 31, 2017, we will include a reconciliation showing the inputs of the three capitalization ratios mentioned above.

 April 28, 2017

 Page
 3

 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.

 RESPONSE:

Based on Item 10(e) of Regulation S-K and Regulation G, we must reconcile
non-GAAP financial measures to the most directly comparable financial measure calculated and presented in accordance with GAAP. Although the Staff’s Comment suggests that Net Income is the most directly
comparable GAAP financial measure, we believe it to instead be Net Operating Income From Continuing Operations (“NOICO”) as presented in Note 17 of our Annual Report on Form 10-K for the year ended
December 31, 2016. The adopting release for Regulation G states: i) “Non-GAAP financial measures will not include financial measures that are required to be disclosed by GAAP...”; ii) “…non-GAAP financial measures do not include…measures that are calculated using exclusively…financial measures calculated in accordance with GAAP…” and iii) “…measures to
which Regulation G does not apply include…measures of profit or loss and total assets for each segment required to be disclosed in accordance with GAAP.” NOICO represents our measure of segment profit and is required to be disclosed per
ASC 280 (points i and iii) and it is calculated as GAAP Revenues minus GAAP Property Operating Expenses (point ii). Thus, NOICO does not meet the definition of a non-GAAP financial measure but rather is a GAAP
financial measure pursuant to ASC 280. Therefore, in future Exchange Act filings and earnings releases and supplements beginning with the three months ended March 31, 2017, we will ensure all relevant reconciliations start with NOICO.

Notes to Consolidated Financial Statements

 General

4.
Based on news reports, it appears 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 Item 4-08(k) of Regulation S-X and the disclosure requirements of ASC 850-10-50.

 RESPONSE:

Based on the definition of “related party” in the FASB ASC Master Glossary and the guidance in ASC 850-10-20, we concluded that our CEO’s position on the board of advisors of Benchmark Senior Living does not make Benchmark Senior Living a related party. Benchmark Senior

 April 28, 2017

 Page
 4

Living’s board is not a board of managers. Our CEO’s position on Benchmark Senior Living’s board of advisors does not give him (or us) the ability to significantly influence
Benchmark Senior Living’s management or operating policies as the role of its board of advisors is solely advisory and Benchmark Senior Living’s management has no obligation to follow any advice given by its board of advisors.
Additionally, none of the other items in the guidance are met for Benchmark. Based on the aforementioned definition and guidance, we concluded that Sunrise Senior Living is a related party due to our minority share equity ownership in Sunrise Senior
Living, which is accounted for under the equity method of accounting. However, we do not believe we have any material related party transactions to disclose under the requirements of Item 4-08(k) of Regulation
S-X or 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 segments and tell us how you made this determination. Please refer to ASC 280.

RESPONSE:

 We have identified three operating segments: Triple-Net, Seniors Housing Operating and Outpatient Medical, which are also reportable segments. While we do provide certain separated information for the Triple-Net
operating segment’s underlying predominant property types in our earnings supplements furnished via Form 8-K, we do not believe that these groupings meet the criteria in ASC
280-10 to be considered operating segments on their own. We do not separately manage the components of the Triple-Net segment but rather manage the properties as one
segment for purposes of assessing performance and allocating resources. Individual properties often contain multiple unit types (i.e., both seniors housing and long-term/post-acute), so we classify properties based on their predominant unit mix, and
they can change over time as unit mix changes. Additionally, a significant majority of our Triple-Net investments are structured as master leases that represent one lease covering multiple properties,
including different property types, with a single tenant, which makes it necessary to manage the properties within the segment collectively. Information such as occupancy and facility revenue mix that we provide in our earnings supplements,
represents information attributable to our tenants, not us, and we provide certain allocated information like NOI to help provide context to our investors and analysts in understanding the relative contribution of our property mix within the
operating segment. However, we manage the Triple-Net portfolio as a whole rather than by individual components of property types and thus have concluded that it represents one operating segment and have three
reportable segments when combined with Senior Housing Operating and Outpatient Medical.

 April 28, 2017

 Page
 5

 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.

RESPONSE:

 In future earnings releases beginning with the three
months ended March 31, 2017, we will re-title “FFO” to “FFO attributable to common stockholders” for both NAREIT and Normalized uses.

SSNOI and REVPOR Reconciliations, page 11

7.
We note the pro rata adjustments line item to arrive at pro 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.

 RESPONSE:

In future earnings releases and supplements beginning with the three months ended March 31, 2017, we will revise the referenced reconciliations to
disaggregate the pro rata adjustments into the components of unconsolidated and noncontrolling.

 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.

RESPONSE:

 In future earnings supplements beginning with the
three months ended March 31, 2017, we will revise our presentation of secured debt to disaggregate into the components of consolidated, unconsolidated and noncontrolling.

*            *
 *

 April 28, 2017

 Page
 6

 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, Senior Vice President & Controller of the Company, or the undersigned, Scott A. Estes, at
419-247-2800. Thank you very much.

Very truly yours,

Welltower Inc.

By:

 /s/ Scott A. Estes

Name:

Scott A. Estes

Title:

Executive Vice President – Chief Financial Officer

cc:
Paul D. Nungester, Senior Vice President & Controller, Welltower Inc.

 Matthew
McQueen, Senior Vice President – General Counsel & Corporate Secretary, Welltower Inc.

 Mary Ellen Pisanelli, Esq., Shumaker,
Loop & Kendrick, LLP

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

Mail Stop 3233

May 26, 201 6

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 ended December  31, 2015
Filed February  18, 201 6
File No. 1-08923

Dear Mr. Estes :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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 urge all per sons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

        /s/ Jennifer Monick

Jennifer Monick
Assistant Chief Accountant
Office of Real Estate & -
    Commodities

CORRESP
1
filename1.htm

CORRESP

 VIA EDGAR

May 13, 2016

 Jennifer Monick

Assistant Chief Accountant

Office of Real Estate & Commodities

United States Securities & Exchange Commission

100 F Street, NE

Washington, DC 20549-6010

 Howard Efron

Staff Accountant

Division of Corporation Finance

United States Securities & Exchange Commission

100 F Street, NE

Washington, DC 20549-6010

Re:
Welltower Inc.

 Form 10-K for the fiscal year ended December 31, 2015

Filed February 18, 2016

 File No.
1-08923

 Dear Ms. Monick and Mr. Efron:

 The purpose of
this letter is to respond to the comments raised in your letter addressed to Welltower Inc. (the “Company”) dated May 3, 2016. Our response to each comment is set forth below and, as indicated below, a disclosure will be included
in future periodic filings, amendments and updates thereto or future proxy statements, as the case may be.

 Form 10-K for the fiscal year ended
December 31, 2015

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

Non-GAAP Financial Measures, page 65 to 66

1.
In arriving at Funds from operations, you start with Net income attributable to common stockholders. As a result, it appears Funds from operations is actually Funds from operations attributable to common stockholders
instead of all equity stockholders. In future periodic filings please re-title “FFO” to the more appropriate “FFO attributable to common stockholders”.

RESPONSE:

 In future periodic reports beginning with the three
months ended June 30, 2016, we will re-title “FFO” to “FFO attributable to common stockholders”.

 May 13, 2016

Page 2

 Notes to Consolidated Financial Statements

2. Accounting Policies and Related Matters

 Investment
in Unconsolidated Entities, page 80

2.
Please tell us your basis in U.S. GAAP for recording your investments in unconsolidated entities based on estimated fair value of the assets prior to sale of interests in the entity.

RESPONSE:

 In accordance with ASC 323-10-30-2 we measure our
investment in an unconsolidated investee initially at cost including transaction costs as indicated in ASC 805-50-30. The disclosure referred to above reflects our policy to recognize a retained investment in an entity as a result of a
deconsolidation transaction at fair value in accordance with ASC 323-10-30-2 and ASC 810-10-40-3A through 40-5. We have entered into no such transactions during the periods presented in the Form 10-K filed February 18, 2016. In future periodic
reports beginning with the year ended December 31, 2016, we will revise our policy disclosure to state the following: “The initial carrying value of investments in unconsolidated entities is based on the amount paid to purchase the entity
interest inclusive of transaction costs.”

 7. Investments in Unconsolidated Entities, page 89

3.
Please clarify for us why appreciation of the underlying properties and transaction costs will result in a basis difference of your joint venture investments. Within your response please reference the authoritative
accounting literature management relied upon.

 RESPONSE:

In accordance with ASC 323-10-30-2 we measure our investment in an unconsolidated investee initially at cost including transaction costs as indicated in ASC
805-50-30. We believe that such cost is reflective of the fair value of our share of the underlying net assets which typically consist of properties. Accordingly, a basis difference is created between the amount for which we purchase our
interest in the entity and the historical carrying value of the net assets of the underlying entity. In accordance with ASC 323-10-35-13, a difference between the cost of an investment and the amount of the underlying equity in net assets of an
investee shall be accounted for as if the investee were a consolidated subsidiary. In accordance with ASC 323-10-35-13, this excess is allocated to real property owned and depreciated over the estimated useful life of the property. Similarly
because transaction costs are included in our initial investment but not in the underlying net assets of the entity a similar basis difference is created.

 May 13, 2016

Page 3

 16. Disclosure about Fair Value of Financial Instruments

Items Measured at Fair Value on a Recurring Basis, page 99

4.
We note your disclosure of the $58 million gain related to your option to acquire an ownership interest in Genesis Healthcare. Please tell us how you calculate this gain upon the merger event in February 2015
between Genesis Healthcare and Skilled Healthcare Group. Additionally, tell us when your option to acquire an ownership in Genesis Healthcare was net settled and what was received in such settlement. Further, please tell us how you
accounted for this derivative asset prior to February 2015; in this regard, please address how you valued this derivative asset and where you recorded it. Within your response, please reference the authoritative accounting literature management
relied upon.

 RESPONSE:

 In conjunction with
the transaction with Genesis HealthCare Corporation on April 1, 2011, FC-GEN Operations Investment, LLC (“Genesis”) was spun off prior to the transaction, and we received an option to purchase up to a 9.9% equity interest in Genesis
(“Option”) exercisable anytime from the second anniversary of the effective date (April 1, 2011) through April 1, 2026 and upon the occurrence of certain events. The Option was able to be exercised in whole with an option price of
$47,000,000. We analyzed the Option received at the time noting that the underlying shares were not readily convertible to cash and the circumstances which could have allowed for net share settlement were contingent upon future events and not within
our control. Until February 2, 2015 the only manner in which we could have settled the Option was through a physical settlement of cash in exchange for shares. Based on a review of qualitative and quantitative factors (including a third party
valuation of Genesis), we concluded that there was no value to the Option.

 On February 2, 2015 Genesis closed on a transaction to merge with Skilled
Healthcare Group (“Skilled”) and through the merger Genesis became a publicly traded company on the NYSE. At this time the Option was marked to fair value through the income statement in accordance with ASC 815-10-35-2. Note that we
exercised our option simultaneous with the closing of the Genesis and Skilled merger by net settling the Option position which resulted in us receiving 6,564,576 shares of Genesis stock. Note that this amount is net of 4,446,479 shares which
represented the revised Option price of $39,575,000 (the Option price was reduced from $47,000,000 to $39,575,000 as a result of transaction entered into by Genesis in which they used assets of the company to buyout an equity holder). The net number
of shares received was based on the 10 day average Skilled stock price of $8.90030 and the same price was used to determine the value of the net 6,564,576 shares received resulting in a mark to market adjustment on the derivative of $58,427,000.

 *        *         *

 May 13, 2016

Page 4

 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 filings;

•

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; 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, Senior Vice President and Controller of the Company, or the undersigned, Scott A. Estes, at 419-247-2800. Thank you very much.

Very truly yours,

Welltower Inc.

By:

 /s/ Scott A. Estes

Scott A. Estes

Its:

Executive Vice President and

Chief Financial Officer

cc:
Paul D. Nungester, Jr., Senior Vice President & Controller, Welltower Inc.

 Matthew
McQueen, Senior Vice President – Legal, Welltower Inc.

 Mary Ellen Pisanelli, Esq. Shumaker, Loop & Kendrick, LLP

Mail Stop 3233

May 3, 201 6

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 ended December  31, 2015
Filed February  18, 201 6
File No. 1-08923

Dear Mr. Estes :

We have reviewed your filing and have the following comments.  In our comments, we
may ask you to provide us with information so we may better understand your disclosure.

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

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

Form 10 -K for the fiscal year ended December 31, 201 5

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

Non-GAAP Financial Measures, page 65 to 66

1. In arriving  at Funds  from  operations,  you start with Net income  attributable  to common
stockholders.  As a result,  it appears Funds from  operations is actually  Funds from  operations
attributable to common stockholders instead of all equity stockholders.  In future  periodic
filings please  re-title “FFO”  to the more appropriate  “FFO  attributable  to common
stockholders”.

Scott A. Estes
 Welltower  Inc.
 May 3, 201 6
 Page 2

 Notes to Consolidated Financial Statements

2. Accounting Policies and Related Matters

Investment in Unconsolidated Entities, page 80

2.   Please  tell us your basis  in U.S. GAAP for recording your investments  in unconsolidated
      entities  based on the estimated fair  value of the assets prior to sale of  interests in the entity.

7. Investments in Unconsolidated Entities, page 89

3.  Please clarify for us why appreciation of the underlying properties and transaction
      costs will result in a basis difference of your joint venture investments. Within your response,
      please  reference the authoritative accounting literature management relied upon.

16. Disclosure about Fair Value  of Financial Instruments

Items Measured  at Fair value  on a Recurring Basis,  page 99

4.   We  note your disclosure  of the $58 million  gain related  to your option  to acquire  an
ownership interest in Genesis Healthcare.  Please tell us how you calculated this gain upon
the merger  event  in February 2015  between  Genesis  Healthcare  and Skilled  Healthcare
Group.  Additionally, tell us when  your option  to acquire an ownership  interest  in Genesis
Healthcare  was net settled  and what  was received  in such settlement.   Further, please  tell us
how you accounted  for this derivative asset  prior  to February 2015; in this regard,  please
address  how you valued this  derivative  asset  and where  you recorded  it. Within your
response, please reference  the authoritative accounting literature management  relied upon.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be  certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsib le for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comment s, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in th e 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.

Scott A. Estes
 Welltower  Inc.
 May 3, 201 6
 Page 3

 You may contact Howard Efron, Staff Accountant, at (202) 551 -3439 or me at (202) 551 -
3295 if you have questions regarding comments on the financial statements and related m atters.

Sincerely,

        /s/ Jennifer Monick

Jennifer Monick
Assistant Chief Accountant
Office of Real Estate & -
    Commodities

August  19, 201 3

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

Re: Health Care REIT, Inc.
 Form 10-K for the  fiscal  year ended December  31, 2012
Filed February  26, 201 3
File No. 1-8923

Dear Mr. Estes :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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 u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

        /s/ Kevin Woody

Kevin Woody
Branch Chief

CORRESP
1
filename1.htm

CORRESP

 VIA EDGAR

 July 26, 2013

 Kevin Woody

Accounting Branch Chief

 Division of Corporation
Finance

 United States Securities & Exchange Commission

 100 F Street, NE

 Washington, DC 20549-6010

 Howard Efron

 Staff
Accountant

 Division of Corporation Finance

 United States Securities & Exchange Commission

 100 F Street, NE

Washington, DC 20549-6010

Re:
HEALTH CARE REIT, INC.:

 Form 10-K for Fiscal Year Ended December 31, 2012

 Filed
February 26, 2013

 SEC File No. 1-8923

 Dear Messrs. Woody and Efron:

 The purpose of this letter is to respond to the comments raised in
your letter addressed to Health Care REIT, Inc. (the “Company”) dated July 12, 2013. Our response to each comment is set forth below and, as indicated below, a disclosure will be included in future periodic filings, amendments and
updates thereto or future proxy statements, as the case may be.

 Form 10-K for the fiscal year ended December 31, 2012

Item 1. Business

 Investment
Types, page 6

1.
We note your response to prior comment 1. Please confirm that you will expand your disclosure within future filings to address some of the aspects of your response
including the indication that certain of the properties in your portfolio may sell at a discount to market price as a result of the rights held by certain purchase option holders. Additionally, please tell us the gain or loss on the sale of the 17
properties which were disposed of pursuant to the terms of the purchase options in the original lease.

 July 26, 2013

 Page 2

 RESPONSE:

 In future periodic reports beginning with the year ended December 31, 2013, we will expand our disclosure of purchase options as requested. During the three years ended December 31, 2012, 17
properties were disposed of pursuant to the terms of the purchase options in the original leases which resulted in gains in all cases. These gains totaled $37.4 million.

 *        *        *

 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 filings;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the
filings; 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, Senior 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

cc:
Erin Martin, Staff Attorney U.S. SEC

 Mike McTiernan, Assistant Director U.S. SEC

 Paul D. Nungester,
Jr., Senior Vice President & Controller Health Care REIT, Inc.

 May Ellen Pisanelli, Esq. Shumaker,
Loop & Kendrick, LLP

July 12, 201 3

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

Re: Health Care REIT, Inc.
 Form 10-K for the  fiscal  year ended December  31, 2012
Filed February  26, 201 3
File No. 1-8923

Dear Mr. Estes :

We have reviewed your response letter filed on June 26, 2013 and have the following
additional comment.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment appl ies to your facts and circumstanc es or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to our comment, we may have  additional comments.

Form 10 -K for the fiscal year ended December 31, 2012

Item 1. Business

Investment Types, page 6

1. We note your response to prior comment 1.  Please confirm that you will expand your
disclosure within future filings to address some of the aspects of your response includ ing
the indication that certain of the properties in your portfolio may sell at a discount to
market price as a result of the rights held by certain purchase option holders.
Additionally, please tell us the gain or loss on the sale of the 17 properties wh ich were
disposed of pursuant to the terms of the purchase options in the original lease.

Mr. Scott A. Estes
 Health Care REIT, Inc.
 July 12, 201 3
 Page 2

 You may contact Howard Efron, Staff Accountant, at (202) 551 -3439 or me at (202) 551 -3629 if
you have questions regarding comments on the financial statemen ts and  related matters.

Sincerely,

        /s/ Kevin Woody

Kevin Woody
Branch Chief

CORRESP
1
filename1.htm

CORRESP

 VIA EDGAR

 June 26, 2013

 Kevin Woody

 Accounting Branch
Chief

 Division of Corporation Finance

United States Securities & Exchange Commission

100 F Street, NE

 Washington, DC
20549-6010

 Howard Efron

 Staff
Accountant

 Division of Corporation Finance

 United States Securities & Exchange Commission

 100 F Street, NE

Washington, DC 20549-6010

Re:
HEALTH CARE REIT, INC.:

Form 10-K for Fiscal Year Ended December 31, 2012

 Filed February 26, 2013

 SEC File No. 1-8923

Dear Messrs. Woody and Efron:

 The purpose of
this letter is to respond to the comments raised in your letter addressed to Health Care REIT, Inc. (the “Company”) dated May 21, 2013. Our response to each comment is set forth below and, as indicated below, a disclosure will be
included in future periodic filings, amendments and updates thereto or future proxy statements, as the case may be.

 Form 10-K for the
fiscal year ended December 31, 2012

 Item 1. Business

 Investment Types, page 6

1.
We note your disclosure that certain of your hospitals and your triple-net lease properties are subject to purchase options held by lessees as of December 31,
2012. Please summarize the general nature of how these purchase options typically relate to your business decisions to either purchase a property or develop a property and also whether or not you proactively offer such options in exchange for
negotiating better leasing terms with a potential lessee. Tell us the extent to which your property portfolio is optioned out as of December 31, 2012. In your response, please tell us whether any of these options may require you to sell the
properties at a discount to market price and/or carrying value and clarify for us how you have modified your impairment analyses for properties subject to purchase options. Additionally, please tell us whether any property dispositions were related
to such option exercises during each year presented within your financial statements.

 June 26, 2013

  Page
 2

 RESPONSE:

 Purchase options are not a major consideration in our business decision-making process to acquire or develop properties. We do not proactively offer such options in exchange for negotiating better leasing
terms with a potential lessee.

 As of December 31, 2012, our triple-net seniors housing and hospital properties represented 48% of our
investment portfolio. Of that portion of our portfolio, 54% did not contain purchase options. Approximately 14% of our portfolio contains purchase options that may result in selling certain properties at a discount to market price. If any of these
properties have an indicator of impairment, we include the appropriate expected sales price in our analysis of undiscounted cash flows.

During the three years ended December 31, 2012, we sold 149 triple-net seniors housing and hospital properties with a total book balance of $737.7
million, generating $208.5 million in gains. Of these dispositions, only 17 properties with a combined book balance of $74.6 million (or 10% of total dispositions) were done pursuant to the purchase options in the original lease.

Item 2. Properties, page 39

2.
We note your lease expirations table on page 39 and your correspondence dated April 13, 2011 regarding your Form 10-K for the fiscal year ended December 31,
2010. In future Exchange Act reports, please expand the table to include the units/beds covered by expiring leases at senior housing and hospital properties. Please also revise your table to indicate the number of medical office buildings leases
that are expiring for each of the years presented.

 RESPONSE:

 In future periodic reports beginning with the year ended December 31, 2013, we will update our disclosure for lease expirations as requested.

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 43

3.
We note your risk factor disclosure related to your potential exposure to significant tenant and operator credit issues. With respect to your senior housing triple-net
properties and your senior housing operating properties, please include in future Exchange Act reports a discussion on how management monitors significant tenant and operating partner credit quality and identify any material changes in quality.

 June 26, 2013

  Page
 3

 RESPONSE:

 In paragraph two of “Business Strategy” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations, we discuss how management monitors significant
tenant and operating partner credit quality. These methods are consistent with our critical accounting policies for impairment of long-lived assets and allowance for loan losses. As such, material changes in credit quality may result in impairments
and/or loan loss charges which are discussed as and when they occur in our periodic reports.

4.
In future Exchange Act reports, to the extent you have material development activity, please disclose for each pending development the anticipated completion date, the
scope of the development, such as estimated square feet or beds, the costs incurred to date and the budgeted costs. For completed developments, please disclose the actual costs incurred on a per square foot or bed basis and clarify whether leasing
costs are included.

 RESPONSE:

 In future periodic reports beginning with the year ended December 31, 2013, we will update our disclosure for pending and completed development activity as requested.

Results of Operations, page 51

5.
We note your discussion on page 59 of how you define same store cash NOI. In future Exchange Act reports, please clarify what is meant by properties that are
“transitioned” for purposes of exclusion from the same-store pool. To the extent that properties are excluded from the pool for reasons other than development, disposition or acquisition, please quantify the number of properties removed
and the reasons for their removal.

 RESPONSE:

 A “transitioned” property generally means when we change the operator of a triple-net property and enter into a new lease arrangement which is substantially different than the historical lease
arrangement relating to that property. We believe that a change of this type reduces the analytical value of the same store comparison and as such we would remove that property from same store until we have a full year of activity with the new
operator to facilitate an appropriate comparison.

 We note that, although we included this potential exclusion reference in our Annual Report
on Form 10-K for the year ended December 31, 2012, we did not in fact exclude any “transitioned” properties from the same store analysis. Virtually all properties excluded from the same store comparison were acquisitions, developments
or classified as discontinued operations (i.e., pending dispositions). Other property exclusions included eight land parcels and three medical office buildings that were structured as loans and thus not comparable to standard medical office building
investments.

 June 26, 2013

  Page
 4

 In future periodic reports beginning with the year ended December 31, 2013, we will quantify and
explain any properties that are excluded from the same store pool for reasons other than acquisitions, developments or classification as discontinued operations.

 Financial Statements

 Consolidated Statements of Cash Flows, page 76

6.
It appears that you have included acquisitions of and improvements to operating real estate and the acquisition of and improvements to real estate under development in
a single line caption “Investment in real property, net of cash acquired” within the investing section of the cash flow statement. In future filings, please disclose separately the amounts paid for acquisitions separate from improvements
and additionally disclose acquisitions separately from development activities. In addition, please include a discussion, within your MD&A of your improvements including a breakdown of these expenditures between new development,
redevelopment/renovations, tenant allowances and other capital expenditures by year and a discussion of significant fluctuations between years. Lastly, please disclose the amount of soft costs for interest and payroll expenditures capitalized for
all periods presented with a narrative discussion of significant fluctuations.

 RESPONSE:

In future periodic reports beginning with the year ended December 31, 2013, we will modify our statement of cash flows to disclose separately the
amounts paid for acquisitions separate from improvements and additionally disclose acquisitions separately from development activities.

 In
future periodic reports beginning with the year ended December 31, 2013, we will include a discussion within our Management’s Discussion and Analysis of Financial Condition and Results of Operations of our improvements, including a
breakdown of expenditures between new development, redevelopment/renovations, tenant allowances and other capital expenditures by year and a discussion of significant fluctuations between years.

We note that our Consolidated Statements of Cash Flows and Note 3 to our Consolidated Financial Statements disclose the amount of soft costs for interest
capitalized. In future periodic reports beginning with the year ended December 31, 2013, we will include a narrative discussion of significant fluctuations related to capitalized interest. We capitalize an insignificant amount of payroll
expenditures. Given its immateriality, we do not intend to begin disclosure of this activity. We will continue to monitor this activity and if it becomes material in the future we will begin to disclose the amounts and discuss significant
fluctuations.

 June 26, 2013

  Page
 5

7.
We note that for the year ended December 31, 2010 and for the quarter ended March 31, 2013, that cash distributions exceeded net cash provided from operating
activities on your consolidated statements of cash flows. Please address the source of funds that are used to make these excess distributions within Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 RESPONSE:

 Cash
distributions exceeded net cash provided from operating activities by $5.5 million and $16.3 million for the year ended December 31, 2010 and the three months ended March 31, 2013, respectively. For both periods, the source of funds used
to make excess distributions was available cash on-hand. For the year ended December 31, 2010, cash increased from $35.5 million at December 31, 2009 to $131.6 million at December 31, 2010. For the three months ended March 31,
2013, cash decreased from $1.0 billion at December 31, 2012 to $269.8 million at March 31, 2013. In future periodic reports beginning with the quarter ended June 30, 2013, we will address the source of funds that are used to make
excess distributions, if any, within our Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 *            *            *

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 filings;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the
filings; 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, Senior 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

 June 26, 2013

  Page
 6

cc:
Erin Martin, Staff Attorney U.S. SEC

 Mike McTiernan, Assistant Director U.S. SEC

 Paul D. Nungester, Jr., Senior Vice
President & Controller Health Care REIT, Inc.

 May Ellen Pisanelli, Esq. Shumaker, Loop & Kendrick, LLP

May 21, 201 3

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

Re: Health Care REIT, Inc.
 Form 10-K for the  fiscal  year ended December  31, 2012
Filed February  26, 201 3
File No. 1-8923

Dear Mr. Estes :

We have reviewed your filing an d 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 ten business days by amending your filing, 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  circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the fiscal year ended December 31, 201 2

Item 1. Business

Investment Types, page 6

1. We note your disclosure that certain of your hospitals and your triple -net lease properties
are subject to purchase options held by lessees as of December 3 1, 2012.  Please
summarize the general nature of how these purchase options typically relate to your
business decisions to either purchase a property or develop a property and also whether or
not you proactively offer such options in exchange for negotiati ng better leasing terms
with a potential lessee.  Tell us the extent to which your property portfolio is optioned out
as of December 31, 2012.  In your response, please tell us whether any of these options
may require you to sell the properties at a discou nt to market price and/or carrying value

Mr. Scott A. Estes
 Health Care REIT, Inc.
 May 21, 201 3
 Page 2

 and clarify for us how you have modified your impairment analyses for properties subject
to purchase options.  Additionally, please tell us whether any property dispositions were
related to such option exercises dur ing each year presented within your financial
statements.

Item 2. Properties, page 39
2. We note your lease expirations table on page 39 and your correspondence dated April 13,
2011 regarding your Form 10 -K for the fiscal year ended December 31, 2010.   In fu ture
Exchange Act reports, please expand the table to include the units/beds covered by
expiring leases at senior housing and hospital properties.   Please also revise your table to
indicate the number of medical office buildings leases that are expiring fo r each of the
years presented.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 43
3. We note your risk factor disclosure related to your potential exposure to significant tenant
and operator credit issues.   With respect to your senior housing triple -net properties and
your senior housing operating properties, please include in future Exchange Act reports a
discussion on how management monitors significant tenant and operating partner credit
quality and ident ify any material changes in quality.
4. In future Exchange Act reports, to the extent you have material development activity,
please disclose for each pending development the anticipated completion date, the scope
of the development, such as estimated square feet or beds, the costs incurred to date and
the budgeted costs.   For completed developments, please disclose the actual costs
incurred on a per square foot or bed basis and clarify whether leasing costs are included.

Results of Operations, page 51
5. We not e your discussion on page 59 of how you define same store cash NOI.   In future
Exchange Act reports, please clarify what is meant by properties that are “transitioned”
for purposes of exclusion from the same -store pool.   To the extent that properties are
excluded from the pool for reasons other than development, disposition or acquisition,
please quantify the number of properties removed and the reasons for their removal.

Financial Statements

Consolidated Statements of Cash Flows, page 76

6. It appears that  you have included acquisitions of and improvements to operating real
estate and the acquisition of and improvements to real estate under development in a
single line caption “Investment in real property, net of cash acquired” within the
investing section of the cash flow statement.  In future filings, please disclose separately

Mr. Scott A. Estes
 Health Care REIT, Inc.
 May 21, 201 3
 Page 3

 the amounts paid for acquisitions separate from improvements and additionally disclose
acquisitions separately from development activities.  In addition, please include a
discussion , within your MD&A of your improvements including a breakdown of these
expenditures between new development, redevelopment/renovations, tenant allowances
and other capital expenditures by year and a discussion of significant fluctuations
between yea rs. Lastly, please disclose the amount of soft costs for interest and payroll
expenditures capitalized for all periods presented with a narrative discussion of
significant fluctuation s.

7. We note that for the year ended December 31, 2010 and for the quarter ended March 31,
2013, that cash distributions exceeded net cash provided from operating activities on your
consolidated statements of cash flows.  Please address the source of funds that are used to
make these excess distributions within Management’s Discussion and Analysis of
Financial Condition and Results of Operations.

We urge all who are responsible for the accuracy and adequacy of the disclosure in the
filing to be certain that the filing includes the information the Securities Exchange Act of 1934
and all  applicable Exchange Act rules require.   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 provide  a written 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 securiti es laws of the United States.

You may contact Howard Efron, Staff Accountant, at (202) 551 -3439 or me at (202) 551 -3629 if
you have questions regarding comments on the financial statemen ts and related matters.  Please
contact Erin Martin , Staff Attorney, at (202) 551 -3391 or Mike McTiernan , Assistant Director , at
(202) 551 -3852 with regard to legal comments.

Sincerely,

        /s/ Kevin Woody

Kevin Woody
Branch Chief

CORRESP
1
filename1.htm

CORRESP

 1000 Jackson Street

Toledo, Ohio 43604-5573

     419.241.9000

     419.241.6894 fax

www.slk-law.com

 June 22, 2012

 VIA EDGAR

 Peggy Kim, Esq.

 Special Counsel, Office of Mergers & Acquisitions

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

Washington, D.C. 20549-3628

Re:
Health Care REIT, Inc.

 Schedule
TO-I filed June 14, 2012

 SEC File No. 005-43380

 Dear Ms. Kim:

 On behalf of Health Care REIT, Inc. (the “Issuer”),
we are submitting this letter in response to your letter dated June 21, 2012 sent on behalf of the Securities and Exchange Commission (the “Commission”) concerning the Issuer’s Schedule TO-I filed June 14, 2012 (the
“Schedule TO”). The Issuer’s responses to the Commission’s comments are set forth below. For your convenience, your comments are reproduced in bold type and are followed by the Issuer’s response. Capitalized terms used in
this letter and not otherwise defined have the meanings given to them in the Company Notice to Holders of 4.75% Convertible Senior Notes due 2027 filed June 14, 2012 as an exhibit to the Schedule TO.

1. We note the disclosure states that the issuer will redeem all outstanding Notes on July 17, 2012, which is only the second
business day after July 13, 2012, the expiration date of the put option tender offer. Please revise or advise us as to how you are complying with Rule 13e-4(f)(6).

 Response: For the reasons described below, we respectfully submit that the redemption does not involve any of the abuses intended to be addressed by Rule 13e-4(f)(6) and should be permitted to
proceed in the manner contemplated by the Schedule TO. We note that the Commission has previously granted such relief from application of the tender offer rules, and Rule 13e-4(f)(6) in particular, under similar facts and circumstances. See, e.g.,
the following no-action letters: Boston Properties Limited Partnership (December 29, 2011); CenterPoint Energy, Inc. (December 21, 2006).

 Peggy Kim, Esq.

 June 22, 2012

  Page
 2

 In addressing the restrictions imposed by Rule 13e-4(f)(6) (and, in particular, the restrictions applicable for the ten business days after termination of an issuer tender offer), the Adopting Release for
Rule 13e-4 noted that the “provision is essentially an antimanipulation restriction” and that “[a] tender offer tends to peg the market price of the security which is the subject of the tender offer at or near the offering price, and
the purpose of the prohibition . . . is to prevent the issuer from supporting the market at that artificial price after termination of the tender offer.”1 According to the Proposing Release relating to Rule 13e-4, the “Commission believes that a period of ten business
days after a tender offer is sufficient to permit the impact of the offer on the market to subside before subsequent purchases are made.”2 Similarly, the Adopting Release for Rule 13e-4 noted that “[t]he Commission continues to believe that this short
‘cooling-off’ period constitutes a reasonable means to ensure that the market impact of the tender offer on the issuer’s securities is dissipated by market activity unaffected by additional purchases by the issuer.”

We believe the Issuer’s offer to repurchase the Notes, as required by the Indenture, will not have a significant effect on the
trading price of the Notes, and therefore no “cooling off” period is necessary between the expiration of the repurchase offer and the redemption. Specifically:

•

 The repurchase and the redemption of the Notes are both being effected pursuant to the Indenture governing the Notes, which fully determines the
Repurchase Price and the Redemption Price. The Repurchase Price and the Redemption Price are both equal to the aggregate principal amount of the Notes, plus any accrued and unpaid interest.

•

 The trading price of the Notes is based on various factors, including the Conversion Price of the Notes in relation to the trading price of the
Issuer’s common stock, the credit rating associated with the Notes and general market conditions. Neither the repurchase nor the redemption will affect the Conversion Price of the Notes, which is determined pursuant to the Indenture. Further,
since the terms of the repurchase and redemption are provided in the Indenture, neither the repurchase nor the redemption is expected to have an impact on the trading price of the Issuer’s common stock, the credit rating associated with the
Notes or any other factor which could have a foreseeable impact on the trading price of the Notes.

•

 Based on the current price of the Issuer’s common stock and the current Conversion Price of the Notes, the Issuer expects that on July 16, 2012
the conversion value of the Notes will exceed the Repurchase Price and the Redemption Price; therefore, the Issuer does not believe that the repurchase or the redemption of the Notes will be viewed by holders of the Notes as economically
advantageous.

•

 The redemption of the Notes will not have the effect of artificially supporting the market for the Notes in the manner contemplated by the Adopting
Release for Rule 13e-4. As noted above, the Repurchase Price and the Redemption Price are substantially equivalent and specified by the Indenture. Accordingly, neither the

1
 Securities Act Release No. 6108; Exchange Act Release No. 16112 (Aug. 16, 1979).

2
 Exchange Act Release No. 14234 (Dec. 8, 1977).

 Peggy Kim, Esq.

 June 22, 2012

  Page
 3

repurchase nor the redemption will have the effect of pegging or manipulating the trading price of the Notes such that there is a need for a cooling-off period between the repurchase offer and
the redemption.

 Finally, we note that, except for the redemption of the Notes within ten business days after expiration of the
repurchase offer, the transactions will be made and completed in compliance with Rule 13e-4 and Regulation 14E.

 2. In
responding to our comment, please provide a written 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.

 Response: In accordance with the staff’s comment, we have attached a
written statement from the Issuer acknowledging the foregoing.

 If you have any questions regarding the foregoing responses,
please do not hesitate to contact me at (419) 321-1313.

 Very truly yours,

/s/ Mary Ellen
Pisanelli

 Mary Ellen Pisanelli

SHUMAKER, LOOP & KENDRICK, LLP

cc:
Scott A. Estes, Health Care REIT, Inc.

 Michael A. Crabtree, Health Care REIT, Inc.

 Paul D. Nungester, Jr., Health Care
REIT, Inc.

 Acknowledgment

Pursuant to the staff’s letter dated June 21, 2012 concerning the Schedule TO-I filed June 14, 2012 by Health Care REIT,
Inc. (the “Issuer”), the Issuer hereby acknowledges that:

•

 the Issuer 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 Issuer 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.

 Dated: June 22, 2012

HEALTH CARE REIT, INC.

By:

/s/ Scott A. Estes

Name:

Scott A. Estes

Title:

Executive Vice President and Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

       DIVISION OF
CORPORATION FINANCE

    June 21, 2012
 Via E-Mail

 Mary Ellen Pisanelli, Esq. Shumaker, Loop & Kendrick, LLP 1000 Jackson Street
Toledo, OH 43604

Re: Health Care REIT, Inc.
 Schedule TO-I filed June 14, 2012  File No. 005-43380

Dear Ms. Pisanelli:

We have limited our review of the filing to  those issues we have addressed in our
comment.  In our comment, we may ask you to provide us wi th information so we may
better understand your disclosure.
 Please respond to this letter by amen ding your filing, by providing the requested
information, or by advi sing us when you will pr ovide the requested resp onse.  If you do not
believe our comment applies to your fact s and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your f iling and the information you provide in
response to the comment, we may have additional comments.
 Offer to Purchase

 Redemption

1. We note the disclosure states that the issuer will redeem all outstanding Notes on
July 17, 2012, which is only the seco nd business day after July 13, 2012, the
expiration date of the put opti on tender offer.  Please revi se or advise us as to how
you are complying with Rule 13e-4(f)(6).
   We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filings to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the company
and its management are in possession of all facts relating to the disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Mary Ellen Pisanelli, Esq.
Health Care REIT, Inc.  June 21, 2012 Page 2

 In responding to our comment, please provide a written 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

Please direct any questions to me at (202) 551-3411.  You may also contact me
via facsimile at (202) 772-9203.  Please send all correspondence to us at the following
ZIP code:  20549-3628.          S i n c e r e l y ,
       /s/ Peggy Kim
        Peggy Kim        S p e c i a l  C o u n s e l         Office of Mergers & Acquisitions

March 22, 2012
 Via E-mail

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, 2011
Filed February 17, 2012 File No. 001-08923

Dear Mr. Estes:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kevin Woody
Kevin Woody Branch Chief

CORRESP
1
filename1.htm

CORRESP

 VIA EDGAR

 March 21, 2012

 Kevin Woody

 Accounting Branch
Chief

 Division of Corporation Finance

United States Securities & Exchange Commission

100 F Street, NE

 Washington, DC
20549-6010

 Jennifer Monick

 Staff
Accountant

 Division of Corporation Finance

 United States Securities & Exchange Commission

 100 F Street, NE

Washington, DC 20549-6010

Re:
HEALTH CARE REIT, INC.:

Form 10-K for Fiscal Year Ended December 31, 2011

Filed February 17, 2012

SEC File No. 1-8923

 Dear Mr. Woody
and Ms. Monick:

 The purpose of this letter is to respond to the comments raised in your letter addressed to Health Care REIT, Inc. (the
“Company”) dated March 7, 2012. Our response to each comment is set forth below and, as indicated below, a disclosure will be included in future periodic filings, amendments and updates thereto or future proxy statements, as the case
may be.

 Form 10-K for the fiscal year ended December 31, 2011

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

 Results of Operations

 Medical Facilities, page 59

1.
In future filings, please remove the non-GAAP income statement containing your pro rata net income for your joint venture investments. Please refer to Item 10(e)
of Regulation S-K and to Compliance and Disclosure Interpretation 102.10.

 RESPONSE:

In future periodic reports beginning for the quarter ended March 31, 2012, we will remove the non-GAAP income statement containing our pro rata net
income for our joint venture investments.

 March 21, 2012

  Page
 2

 Non-GAAP Financial Measures, page 63

2.
Please tell us if management views same store cash NOI as a key performance indicator. To the extent management does not view this measure as a key performance
indicator, please tell us how you made that determination. To the extent management views this measure as a key performance indicator, please include this measure and the appropriate Item 10(e) disclosures in future filings. Additionally, your
disclosure should include how you determined the same store pool.

 RESPONSE:

Management does view same store cash NOI as a key performance indicator. In future periodic reports beginning for the quarter ended March 31, 2012,
we will provide this measure and the appropriate Item 10(e) disclosures, including an explanation of how we determined the same store pool.

3.
We note your definition of NOI, please revise future filings to clarify what expenses are included in property level operating expenses and what expenses are included
in general and administrative expenses. Within your response, please provide an example of your proposed disclosure.

 RESPONSE:

 In future periodic reports beginning for the quarter ended March 31, 2012, we will clarify what expenses are included in property level
operating expenses and what expenses are included in general and administrative expenses. An example of our proposed disclosure is as follows:

 “Property operating expenses represent costs associated with managing, maintaining and servicing tenants for our seniors housing operating and medical facility properties. These expenses include, but
are not limited to, property-related payroll and benefits, property management fees, marketing, housekeeping, food service, maintenance, utilities, property taxes and insurance. General and administrative expenses represent costs unrelated to
property operations or transaction costs. These expenses include, but are not limited to, payroll and benefits, professional services, office expenses and depreciation of corporate fixed assets.”

4.
In future filings, please reconcile Net operating income to Net income attributable to common stockholders. Please refer to Item 10(e) of Regulation S-K.

 RESPONSE:

 In future
periodic reports beginning for the quarter ended March 31, 2012, we will reconcile Net operating income to Net income attributable to common stockholders.

 March 21, 2012

  Page
 3

 Financial Statements

 Notes to Consolidated Financial Statements

 17. Segment Reporting, page 96

5.
In future filings, please reconcile Net operating income to Income from continuing operations before income taxes and income from unconsolidated entities. Please refer
to paragraph 30b of ASC 280-10-50.

 RESPONSE:

 In future periodic reports beginning for the quarter ended March 31, 2012, we will reconcile Net operating income to Income from continuing operations before income taxes and income from
unconsolidated entities.

*            *
  *

 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 filings;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the
filings; 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, Senior 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

March 7, 2012
 Via E-mail

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, 2011
Filed February 17, 2012 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 this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the year ended December 31, 2011

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

 Medical Facilities, page 59

 1. In future filings, please remove the non-GAAP income statement containing your pro rata
net income for your joint venture investments.   Please refer to Item 10(e) of Regulation
S-K and to Compliance and Di sclosure Interpretation 102.10.

Scott A. Estes
Health Care REIT, Inc. March 7, 2012 Page 2

 Non-GAAP Financial Measures, page 63

 2. Please tell us if management views same stor e cash NOI as a key performance indicator.
To the extent management does not view th is measure as a key performance indicator,
please tell us how you made that determinati on.  To the extent management views this
measure as a key performance indicator, pleas e include this measure and the appropriate
Item 10(e) disclosures in future filings.  A dditionally, your disclosure should include how
you determined the same store pool.

3. We note your definition of NOI, pl ease revise future filings to clarify what expenses are
included in property level operating expenses and what expenses ar e included in general
and administrative expenses.  Within your re sponse, please provide an example of your
proposed disclosure.
 4. In future filings, please reconcile Net operati ng income to Net income attributable to
common stockholders.  Please refer to Item 10(e) of Regulation S-K.
 Financial Statements

 Notes to Consolidated Financial Statements

17. Segment Reporting, page 96
 5. In future filings, please reconcile Net ope rating income to Income from continuing
operations before income taxes and income from  unconsolidated entities.   Please refer to
paragraph 30b of  ASC 280-10-50.
 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:
 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.

Scott A. Estes
Health Care REIT, Inc. March 7, 2012 Page 3

 You may contact Jennifer Moni ck, Senior Staff Accountan t, at 202-551-3295 or me at
202-551-3629 if you have questions.
Sincerely,
  /s/ Kevin Woody
Kevin Woody Branch Chief

June 8, 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 completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

Kevin Woody Accounting Branch Chief

CORRESP
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corresp

VIA EDGAR

May 19, 2011

    Kevin Woody

    Mark Rakip

    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, NE

    100 F Street, NE

    Washington, DC 20549-6010

    Washington, DC 20549-6010

    Re:

    HEALTH CARE REIT, INC.:

Form 10-K for Fiscal Year Ended December 31, 2010

Filed February 25, 2011

SEC File No. 1-8923

Dear Messrs. Woody and Rakip:

The purpose of this letter is to respond to the comments raised in your letter addressed to Health
Care REIT, Inc. (the “Company”) dated May 5, 2011. Our response to each comment is set forth below
and, as indicated below, a disclosure will be included in future periodic filings, amendments and
updates thereto or future proxy statements, as the case may be.

Form 10-K for the fiscal year ended December 31, 2010

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

Liquidity and Capital Resources

    1.

    We note your response to prior comment seven. In future periodic filings, please disclose
within your contractual obligations table your portion of certain joint ventures’ non-recourse
debt.

RESPONSE:

In future periodic reports beginning for the quarter ended June 30, 2011, we will disclose our
portion of certain joint ventures’ non-recourse debt within the contractual obligations table.

May 19, 2011

Page 2

Item 8. Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements

Real property Acquisitions and Development

    2.

    We have read your response to comment number 10. Please tell us more information regarding
the goodwill you recorded as part of this transaction. Specifically, please tell us whether
the amount of goodwill can be attributable to your ability to access health systems and
development and property management resources. In addition, please tell us whether how you
will assess impairment and whether you will assess the value of the enterprise based upon the
original 17 medical office properties acquired or any future acquisitions to be made.

RESPONSE:

Our investment in the strategic medical office partnership (the “Partnership”) consisted of two
components: [i] the acquisition of varying interests in a portfolio of 17 medical office buildings
(the “Properties”); and [ii] the acquisition of a 100% interest in our strategic partner’s business
(the “Management Company”). Of the interests in the Properties acquired, 11 of the 17 are
consolidated based on a combination of ownership interest and control over the operational
decision-making authority, while the remaining six are accounted for as equity method investments
due to a lack of control.

We have calculated the purchase price in accordance with ASC 805-30-30 and then allocated it to the
identifiable tangible and intangible assets acquired and liabilities assumed. The tangible assets
acquired relate primarily to the interests acquired in the Properties. Pursuant to ASC 805-20-25,
we evaluated intangible assets to determine if they met the contractual-legal criterion or the
separability criterion and determined that the only intangible assets that met the criteria for
separate recognition related to the in-place leases with respect to the 11 consolidated medical
office buildings, the management contracts of the Management Company relating to third party
properties, and the development pipeline related to existing contracts or identified projects.
Accordingly, intangible assets were established in the preliminary purchase price allocation
related to these specifically identified intangibles. In accordance with ASC 805-30-30-1, goodwill
was also recognized at the acquisition date and was measured as the excess of the consideration
transferred over the net acquisition date amounts of the identifiable assets acquired and the
liabilities assumed. The goodwill represents the going concern value of the Partnership associated
with the ability to generate future business through the development of a future pipeline of
opportunities beyond those specifically identified above and access to an assembled workforce.
Preliminary valuations were performed by third party specialists to assist us in this analysis.

We performed an income approach analysis relying on a market participant discount rate which
supports the premise that the purchase price paid is equivalent to fair value. Based on the values
derived and required rates of return ascribed to each intangible asset valued, the residual

May 19, 2011

Page 3

goodwill resulting from the transaction, the implied rate of return on goodwill was deemed
reasonable, thereby supporting the value ascribed to goodwill.

We intend to assess goodwill for impairment pursuant to ASC 350-20. We have defined our reporting
unit as the Partnership, which is one level below our medical facilities group operating segment
and is comprised both of the Properties and the Management Company. This conclusion is based on
the fact that the investment was made in a full service medical office building business with
property ownership, development, and management capabilities. We will assess impairment on an
annual basis and between annual tests in certain circumstances (pursuant to ASC 350-20-35-30). We
will utilize the two-step impairment test to first calculate and compare the fair value of the
reporting unit to its carrying value, including goodwill, and then, if necessary, calculate and
compare the implied fair value of goodwill to the carrying value of goodwill.

* * *

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
filings;

    •

    staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; 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

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

       DIVISION OF
CORPORATION FINANCE

May 5, 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 response dated Apr il 13, 2011 and have the following additional
comments.  In 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 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Liquidity and Capital Resources

 Contractual Obligations, page 57

1. We note your response to prior comment seven.  In future periodic filings, please disclose
within your contractual obligations table your portion of certai n joint ventures’ non-
recourse debt.

Scott A. Estes
Health Care REIT, Inc. May 5, 2011 Page 2  Item 8. Financial Statements and Supplementary Data

 Notes to Consolidated Financial Statements

Real property Acquisitions and Development

Strategic Medical Office Partnership, page 87
2. We have read your response to comment number 10.  Please tell us more information
regarding the goodwill you recorded as part of this transaction.  Specifically, please tell
us whether the amount of goodwill can be attrib utable to your ability  to access health
systems and development and property management  resources.  In additi on, please tell us
whether how you will assess impairment and whether you will assess the value of the
enterprise based upon the origin al 17 medical office propert ies acquired or any future
acquisitions to be made.

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 mment on the financial statements and
related matters.

         S i n c e r e l y ,

Kevin Woody Accounting Branch Chief

CORRESP
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corresp

VIA EDGAR

April 13, 2011

    Kevin Woody

    Mark Rakip

    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, NE

    100 F Street, NE

    Washington, DC 20549-6010

    Washington, DC 20549-6010

    Re:

    HEALTH CARE REIT, INC.:

Form 10-K for Fiscal Year Ended December 31, 2010

Filed February 25, 2011

SEC File No. 1-8923

Dear Messrs. Woody and Rakip:

The purpose of this letter is to respond to the comments raised in your letter addressed to Health
Care REIT, Inc. (the “Company”) dated March 16, 2011. Our response to each comment is set forth
below and, as indicated below, a disclosure will be included in
future periodic filings,
amendments and updates thereto or future proxy statements, as the case may be.

Form 10-K for the fiscal year ended December 31, 2010

Item 2. Properties, page 38

    1.

    In future periodic reports, please 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, units or beds, as applicable, covered by such leases, and the
percentage of total rental income represented by such expiring leases.

RESPONSE:

In future periodic reports beginning with the quarter ended June 30, 2011, we will expand our
disclosure to include information on our lease expirations including number of tenants, square
feet, units/beds, and the percentage of total rental income represented by such expiring leases.

    2.

    In future periodic reports, please expand your disclosure 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 discussion of the percentage of leases with rent escalators
and

April 13, 2011

Page 2

a representative range of escalation, and, where applicable, average tenant improvement
costs, leasing commissions and tenant concessions.

RESPONSE:

In future periodic reports beginning with the quarter ended June 30, 2011, we will provide
additional information on our leasing activities including lease volumes and yields/escalators for
our senior housing triple net properties, medical office buildings and hospitals.

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

General

    3.

    We note that in 2010 you entered into two joint ventures that were structured under RIDEA and
that in your 2010 earnings release 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 trends associated with such RIDEA investments.

RESPONSE:

To the extent material, in future periodic reports beginning with the quarter ended March 31, 2011,
we will expand our disclosure to discuss our strategy with respect to RIDEA investments and will
discuss the impact on our business of and any trends associated with such RIDEA investments.

    4.

    In future periodic reports, please include disclosure on weighted average capitalization
rates for acquisitions and dispositions of properties during the reporting period, including a
clear description of how you calculated disclosed capitalization rates.

RESPONSE:

In future periodic reports beginning with the quarter ended June 30, 2011, we will include a
discussion of capitalization rates for acquisitions and dispositions, by reporting segment, and a
definition for the calculation of the 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.

April 13, 2011

Page 3

RESPONSE:

In future periodic reports beginning with the quarter ended March 31, 2011, we will supplement our
discussion of anticipated cash uses for the next fiscal year to include anticipated debt
maturities, interest payments, dividend payments and capital expenditures. We will also expand our
discussion of sources of cash to identify the anticipated sources of any additional cash we 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 improvements over the last three years. Please tell
us the amount of general and administrative costs capitalized for each year presented. In
addition, please provide any explanation for the fluctuation of these amounts from year to
year.

RESPONSE:

Pursuant to ASC 970-360-25-2, all costs clearly associated with the acquisition, development and
construction of a real estate project are capitalized as project costs. Capitalized project costs
include direct third party costs and direct internal costs consisting of compensation and related
benefit costs. The amount of direct internal costs capitalized as capital improvements for the
years ended December 31, 2008, 2009 and 2010 was $806,000, $864,000 and $1,518,000, respectively.
These costs primarily represent wages and related costs for employees involved in the construction
activities for our properties. The increase for the year ended December 31, 2010 was primarily due
to more frequent use of our own employees for construction activities at our properties.

Contractual Obligations, page 57

    7.

    We note your disclosure regarding your portion of certain joint ventures non-recourse debt.
Please provide to us additional information regarding the estimated maturity and payment
obligations under these agreements.

RESPONSE:

The following is a summary of the debt maturities and principal payments due regarding our portion
of certain joint ventures’ non-recourse debt as of December 31, 2010 (in thousands):

April 13, 2011

Page 4

    2011

    $
    26,216

    2012

    38,898

    2013

    28,071

    2014

    24,122

    2015

    8,231

    Thereafter

    53,226

    Total

    $
    178,764

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 and their related amortization periods.

RESPONSE:

Upon acquisition of a property, we review all in-place leases to determine if they are above or
below market pursuant to ASC 805-30-5. If below market leases exist, we further determine if there
is a bargain renewal period beyond the non-cancelable lease term. If so, the total in-place lease
value (the below market adjustment for the non-cancelable lease term plus the below market renewal
option) is amortized to income on a straight line basis through the renewal term.

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 with Rule 3-14 or rule 3-05 of Regulation S-X.

RESPONSE:

In connection with our registration statements and in accordance with the guidance given in the
Division of Corporation Finance Financial Reporting Manual, we evaluate the significance of our
acquisitions that have occurred and are probable of occurring under Rules 3-05 and 3-14 of
Regulation S-X, taking into consideration whether a transaction involves:

    •

    an acquisition of a business versus a real estate operation;

    •

    an investment accounted for under the equity method;

    •

    an acquisition of a pre-existing operating company having employees and management
operations (in addition to real estate operations) versus a newly formed operating company;

April 13, 2011

Page 5

    •

    assets akin to nursing homes versus commercial properties such as office buildings;

    •

    assets susceptible to variations in costs and revenues over shorter periods versus
assets having continuity and predictability with respect to cash flows;

    •

    nature of the leases (long-term, triple net, etc); and

    •

    related businesses.

With respect to Rule 3-14, our most significant individual transaction represented 0.3% of
consolidated total assets. With respect to Rule 3-05, our most significant individual transaction
represented 9.5% or less under the asset, investment and income tests. Our consolidated joint
ventures were evaluated at our ownership percentages.

Additionally, in connection with our December 2010 prospectus supplement, we evaluated the
significance of our completed and probable acquisitions in relation to the relevant aggregate
thresholds. At that time, we determined that our Rule 3-14 acquisitions represented 1.0% of
consolidated total assets and our Rule 3-05 acquisitions represented 43.4% or less under the asset,
investment and income tests.

Strategic Medical Office Partnership, page 87

    10.

    We note that you have allocated a certain amount of the purchase price to goodwill for its
future development pipeline. Please provide additional information regarding this asset,
including the exact nature of the development pipeline and an analysis of the appropriateness
of allocating amounts to this pipeline.

RESPONSE:

We have calculated the purchase price in accordance with ASC 805-30-30 and then allocated it to the
identifiable assets acquired and liabilities assumed. Pursuant to ASC 805-20-25, we evaluated
intangible assets to determine if they met the contractual-legal criterion or the separability
criterion and determined that only the development pipeline related to in-place contracts or
identified projects met those criteria. Accordingly, an intangible asset was established in
preliminary purchase price allocation related to these specifically identified contracts or
projects. In accordance with ASC 805-30-30-1, goodwill was also recognized at the acquisition date
and was measured as the excess of the consideration transferred over the net acquisition date
amounts of the identifiable assets acquired and the liabilities assumed. The goodwill essentially
represents the going concern value driven by the principals’ ability to generate future business
through the development of a future pipeline of opportunities beyond those specifically identified
above. Preliminary valuations were performed by third party specialists to assist us in this
analysis.

Item 15. Exhibits and Financial Statement Schedules, page 117

Exhibit 23.1

April 13, 2011

Page 6

    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 statements listed. In future
periodic reports, please ensure that you have included a designation illustrating that your
auditors have signed the consent.

RESPONSE:

We confirm that we have a signed copy of the consent from our independent registered public
accounting firm related to the registration statements listed. The EDGAR version inadvertently
omitted an illustration of the signature and in future periodic reports we will ensure that we have
included a designation illustrating that our auditors have signed the consent.

* * *

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
filings;

    •

    staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; 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

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

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

       DIVISION OF
CORPORATION FINANCE

June 16, 2010

Via U.S. Mail and Facsimile 419.247.2826

 Mr. Scott A. Estes Executive Vice President and Chief Financial Officer Health Care REIT, Inc. One SeaGate, Suite 1500 Toledo, OH  43604

Re: Health Care REIT, Inc.
Form 10-K for Fiscal Year  Ended December 31, 2009
  Filed February 26, 2010   File No. 1-8923
Dear Mr. Estes:

We have completed our review of your fili ng and do not have any further comments at
this time.          S i n c e r e l y ,
Kevin Woody Accounting Branch Chief

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VIA EDGAR and VIA FACSIMILE (202.772.9210)

May 17, 2010

    Kevin Woody

    Mark Rakip

    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, NE

    100 F Street, NE

    Washington, DC 20549-6010

    Washington, DC 20549-6010

    Re:

    HEALTH CARE REIT, INC.:

    Form 10-K for Fiscal Year Ended December 31, 2009

    Filed February 26, 2010

    SEC File No. 1-8923

Dear Mr. Woody and Mr. Rakip:

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 7, 2010. 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 for the fiscal year ended December 31, 2009

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

Non-GAAP Financial Measures, page 64

    1.

    Please tell us your basis for exclusion of Prepayment fees within your calculation of Funds
from Operations (“FFO”) for the fiscal year ended December 31, 2009.

RESPONSE:

Although we believe there is a basis for excluding prepayment fees within our calculation of FFO
because prepayment fees are akin to gains on asset dispositions, we recognize that such fees are
not specifically mentioned as permissible exclusions in the NAREIT FFO definition (defined and
clarified as of January 1, 2000) and that such fees, although they may be significant in a
particular transaction, are not material to the FFO calculation. Our future disclosures will not
exclude prepayment fees from the FFO calculation.

May 17, 2010

Page 2

Item 8. Financial Statements and Supplementary Data

Consolidated Statements of Income, page 74

    2.

    We note that in connection with reclassifying real property held for sale, you recognized
impairment losses totaling approximately $25.2 million on properties where the carrying value
had been greater than the properties’ fair values less cost to sell. Please tell us what
factors were prevalent during the fiscal year ended December 31, 2009, and not during prior
fiscal years, that resulted in your recognition of impairment losses when these properties
were reclassified to Real property held for sale.

RESPONSE:

As set forth on page 69 of our Form 10-K for the fiscal year ended December 31, 2009, we
periodically review our long-lived assets for potential impairment on a property by property basis.
The first step — reviewing for indicators of impairment — includes an evaluation of anticipated
operating losses at the property level, the tenant’s ability to make rent payments, the potential
disposition of an asset before the end of its estimated useful life, and changes in the market that
may permanently reduce the value of the property. If indicators of impairment exist, then we move
to the next level of analysis, which includes comparing the undiscounted future cash flows from the
most likely use of the property to the current net book value. If the undiscounted cash flows are
less than our then-current net book value, then we move to the third and final step. In the third
step, we compare the net book value to an estimate of fair value, and record an impairment charge
if the fair value is less than our net book value. Thus, this analysis is three-pronged and
requires us to determine (i) if indicators of impairment exist; (ii) an estimate of the most likely
stream of cash flows; and (iii) an estimate of fair value.

Of the ten properties that relate to the 2009 impairment charge, four of them also had impairment
charges in 2008. Thus some of the factors that were present in the fiscal year ended December 31,
2009 were also present, to a certain degree, with four of the properties in the fiscal year ended
December 31, 2008. Of the remaining six properties, three did not have an indicator of impairment
in 2008, but did have indicators of impairment in fiscal year ended December 31, 2009, which
included decisions to dispose of the assets before the end of their estimated useful lives.
Finally, no impairment charge was taken in fiscal year ended December 31, 2008 with respect to the
remaining three properties, even though they had indicators of impairment in 2008, because an
estimate of the undiscounted future cash flows from the most likely use of the property at that
time exceeded the then current net book values.

In summary, our methodology in considering and, if appropriate, measuring the impairment of our
long lived assets has been consistent from period to period and has reflected at each reporting
date our current intent with respect to each long lived asset and our best estimate of projected cash
flows and fair values at that time.

May 17, 2010

Page 3

5. Allowance for Losses on Loan Receivable, page 89

    3.

    We note that you recorded Charge-offs of $25.6 million during the fiscal year ended December
31, 2009. We note however that your allowance for loan losses was virtually unchanged since
January 1, 2007. Please tell us what factors were prevalent in the fourth quarter of 2009 and
not previously observed that caused you to charge off $25.6 million for the period.

RESPONSE:

As set forth on page 68 of our Form 10-K for the fiscal year ended December 31, 2009, the
determination of the allowance for loan losses is based on a quarterly evaluation of all
outstanding loans, including general economic conditions and estimated collectability of loan
payments and principal. We evaluate the collectability of our loans receivable based on a
combination of factors, including, but not limited to, delinquency status, historical loan
charge-offs, financial strength of the borrower and guarantors, and value of the underlying
property or collateral.

The $25.6 million charge-offs recorded in the fourth quarter of 2009 related to three separate
borrowers. In each of the three cases, new factors arose in connection with our fourth quarter
2009 evaluation that, under the circumstances, resulted in the determinations
to record the noted charge-offs. The following is a summary of the factors that became prevalent
for each borrower after filing the Form 10-Q for the third quarter of 2009.

    •

    Borrower 1: We received notice from the borrower indicating: (i) it would be unable to
make any contractual loan payments for the foreseeable future; (ii) its attempts to secure
third party equity financing had failed; (iii) it was in payment default under a first
mortgage loan on one of the properties; (iv) the guarantors’ personal financial situations
had significantly deteriorated; and (v) there was a likelihood that the business would need
to shut down. These factors and an
analysis of a third party appraisal report resulted in the determination to record a $2.8
million charge-off for this borrower.

    •

    Borrower 2: We received notice from the borrower outlining numerous previously
uncommunicated extraordinary macro and micro risk factors affecting its business operations
and our loans. In addition, the borrower supplied an updated financial forecast model that
reflected the current economic environment that was significantly more negative than the
model they supplied in the prior year. These factors resulted in the determination to record a $14.1 million charge-off
for this borrower.

    •

    Borrower 3: This borrower informed us that it had received notice from its primary
lender that the lender would not be making any more loans to the borrower. It was also
during this

May 17, 2010

Page 4

    same period that the borrower informed us it could not cover operating expenses. In early
January 2010, this borrower’s primary lender issued default notices on several of borrower’s
projects. In addition, the borrower supplied an updated financial forecast model that reflected
the current economic environment that was significantly more negative than the model they
supplied in the prior year. Further, it became apparent in the fourth quarter of 2009 that
actual results were not consistent with the prior year model. These factors resulted in the determination to record an $8.7 million charge-off
for this borrower.

* * *

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
filings;

    •

    staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; 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

CORRESP
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    1000 Jackson Street

Toledo, Ohio 43604-5573

    419.241.9000

419.241.6894 fax

    www.slk-law.com

Mary Ellen Pisanelli

(419) 321-1313

mpisanelli@slk-law.com

April 15, 2010

Securities and Exchange Commission

Division of Corporate Finance

100 F Street N.E.

Washington, D.C. 20549

Attention: Mark Rakip

    Re:

    HEALTH CARE REIT, INC.:

Form 10-K for Fiscal Year Ended December 31, 2009

Filed February 26, 2010

SEC File No. 1-8923

Dear Mr. Rakip:

     On behalf of Health Care REIT, Inc. (the “Registrant”), we are submitting this letter in
response to the Staff’s comments concerning the Form 10-K referenced above and as set forth in its
letter dated April 7, 2010 (the “Comment Letter”). As a follow-up to our telephone conversation on
April 14, 2010, this letter confirms the Registrant’s intention to file its response to the Comment
Letter on or before Monday, May 17, 2010.

     We appreciate the Staff’s time and attention to this matter. If you have any questions or
comments or require further information, please do not hesitate to telephone the undersigned at
(419) 321-1313.

Very truly yours,

/s/ Mary Ellen Pisanelli

Mary Ellen Pisanelli

of SHUMAKER, LOOP & KENDRICK, LLP

MEP/blp

    cc:

    Jeffrey H. Miller

Scott A. Estes

Erin C. Ibele

Michael A. Crabtree

Paul D. Nungester, Jr.

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3010

April 7, 2010

 Via U.S. Mail and Facsimile 419.247.2826

 Mr. Scott A. Estes Executive Vice President and Chief Financial Officer Health Care REIT, Inc. One SeaGate, Suite 1500 Toledo, OH  43604

Re: Health Care REIT, Inc.
Form 10-K for Fiscal Year  Ended December 31, 2009
  Filed February 26, 2010   File No. 1-8923
We have reviewed your filing and have the following comments.  If you disagree,
we will consider your explanation as to why our comments are inapplicable or a revision
is unnecessary.  Please be as detailed as neces sary in your explanation.  In our comments,
we may ask you to provide us with info rmation so we may better understand your
disclosure.  After reviewing this inform ation, 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 on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Scott A. Estes
Health Care REIT, Inc. April 7, 2010 Page 2   Form 10-K for the fiscal year ended December 31, 2009

 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Non-GAAP Financial Measures, page 64

1. Please tell us your basis for exclusion of  Prepayment fees within your calculation
of Funds from Operations (“FFO”) for the fiscal year ended December 31, 2009.

Item 8. Financial Statements and Supplementary Data
 Consolidated Statements of Income, page 74

2. We note that in connection with recla ssifying Real property held for sale, you
recognized impairment losses totaling approximately $25.2 million on properties where the carrying value had been greater th an the properties’ fa ir values less cost
to sell.  Please tell us what factors we re prevalent during th e fiscal year ended
December 31, 2009, and not during prior fi scal years, that resulted in your
recognition of impairment losses when these properties were recl assified to Real
property held for sale.

5. Allowance for Losses on Loans Receivable, page 89

3. We note that you recorded Charge-offs of $25.6 million during the fiscal year
ended December 31, 2009.  We note however that your allowanc e for loan losses
was virtually unchanged since January 1, 2007.  Please tell us what factors were
prevalent in the fourth quarter of 2009 a nd not previously observed that caused
you to charge off $25.6 million for the period.

*     *     *     *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.   Please submit a response letter on EDGAR
that keys your response to our comment and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewin g your response to our comments.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require for an info rmed 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.

Scott A. Estes
Health Care REIT, Inc. April 7, 2010 Page 3    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
filings;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

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.
You may contact Mark Rakip, Sta ff Accountant, at 202.551.3573 or the
undersigned at 202.551.3629 if you have questio ns regarding the comments on the
financial statements and related matters.             S i n c e r e l y ,

Kevin Woody Accounting Branch Chief

Mail Stop 3010        May 22, 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 completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.
Sincerely,   Duc Dang
       A t t o r n e y / A d v i s o r

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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

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

August 12, 2008

VIA U.S. MAIL AND FAX (419)247-2826
 Scott A. Estes Senior Vice President and Chief Financial Officer Health Care REIT, Inc. One SeaGate  Suite 1500 Toledo, Ohio, 43604  Re: Health Care REIT, Inc  File No. 001-08923
Form 10-K for Fiscal Year Ended
 December 31, 2007  Dear Mr. Estes:
We have completed our review of your Form 10-K and related filings and do not, at this
time, have any further comments.

        S i n c e r e l y ,

  Kevin Woody    Accounting Branch Chief

CORRESP
1
filename1.htm

HEALTH CARE REIT, INC.   CORRESP

VIA EDGAR and VIA FACSIMILE (202.772.9209)

August 1, 2008

    Kevin Woody

    Robert Telewicz

    Accounting Branch Chief

    Staff Accountant

    Division of Corporation Finance

    Division of Corporation Finance

    United States Securities & Exchange Commission

    United States Securities & Exchange Commission

    450 Fifth Street, N.W.

    450 Fifth Street, N.W.

    Washington, DC 20549

    Washington, DC 20549

    Re:

    HEALTH CARE REIT, INC.:

    Form 10-K for the year ended December 31, 2007

    SEC File No. 1-08923

Dear Messrs. Woody and Telewicz:

The purpose of this letter is to respond to the additional comment in your letter to Health Care
REIT, Inc. (the “Company”) dated July 17, 2008 concerning the Company’s Form 10-K for the year
ended December 31, 2007. Your comment and our response are set forth below.

Form 10-K for the year ended December 31, 2007

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

Non-GAAP Financial Measures, page 58

    1.

    We have considered your response to our prior comment 1. While question 10 of the Frequently
Asked Questions Regarding the Use of Non-GAAP Financial Measures allows for companies to
present an alternative EBITDA measure that would otherwise violate certain provisions of Item
10(e) of Regulation S-K as part of a discussion of a material agreement, we are unclear how it
allows for the omission of disclosures required by Item 10(e) of Regulation S-K or question 8
of the Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures. Explain to
us how you have arrived at this conclusion or revise your discussion in future filings to
include all the necessary disclosures.

RESPONSE:

As noted in the Company’s discussion of EBITDA on page 60 of our Annual Report on Form 10-K for the year ended December 31, 2007, Adjusted EBITDA represents EBITDA as adjusted for certain
items pursuant to a covenant provision of the Company’s unsecured line of credit

August 1, 2008

Page 2

arrangement. As stated in our response dated May 29, 2008 to your comment letter dated April 29,
2008, the Company will in future filings expand its MD&A disclosure to include additional
discussion of Adjusted EBITDA relating to and in the context of this line of credit covenant so as
to comply with the requirements of question 10 of the Frequently Asked Questions Regarding the Use
of Non-GAAP Financial Measures. In response to your July 17, 2008 comment letter, the Company will
further expand this discussion to include appropriate additional disclosure pursuant to the
guidance of question 8 of the Frequently Asked Questions Regarding the Use of Non-GAAP Financial
Measures, including a precautionary statement that Adjusted EBITDA is used by management solely to
determine our compliance with this line of credit covenant and is not being presented in the report
for use by investors for any other purpose. Further, this discussion will state that the
reconciliation table reflects the reconciliation of both EBITDA and Adjusted EBITDA to net income
as the most directly comparable U.S. GAAP measure. We believe that, as so expanded, this
disclosure in our future filings will satisfy all disclosure obligations under Item 10(e) of
Regulation S-K as well as all requirements under questions 8 and 10 of the Frequently Asked
Questions Regarding the Use of Non-GAAP Financial Measures.

We trust that the foregoing is responsive to your comment. 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

Mail Stop 4561

July 17, 2008

 VIA U.S. MAIL AND FAX (419)247-2826

 Scott A. Estes Senior Vice President and Chief Financial Officer Health Care REIT, Inc. One SeaGate  Suite 1500 Toledo, Ohio, 43604  Re: Health Care REIT, Inc  File No. 001-08923
Form 10-K for Fiscal Year Ended
 December 31, 2007  Dear Mr. Estes:
We have reviewed your response letter dated July 10, 2008 and have the
following additional comment.  If you disagree with our comment, we will consider your explanation as to why our comment is not applicable.  Please be as detailed as necessary in your explanation.
 Please understand that the purpose of our review 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 on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Scott A. Estes
Health Care REIT, Inc. July 17, 2008 Page 2

Form 10-K for the year ended December 31, 2007

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
 Non-GAAP Financial Measures, page 58

  1. We have considered your response to our prior comment 1.  While question 10 of the Frequently Asked Questions Regarding the use of Non-GAAP Financial Measures allows for companies to present an alternative EBITDA measure that would otherwise violate certain provisions  of Item 10(e) of Regulation S-K as
part of a discussion of a material agreement, we are unclear how it allows for the omission of disclosures required by Item 10( e) of Regulation S-K or question 8 of
the Frequently Asked Questions Regarding the use of Non-GAAP Financial Measures.  Explain to us how you have arrived at this conclusion or revise your discussion in future filings to include all the necessary disclosures.

Please respond to the comments included in this letter within ten business days.
Please submit your response on EDGAR.  If you have any questions, you may contact Robert Telewicz, Staff Accountant at ( 202) 551-3438,  or the undersigned at (202)551-
3629.
      Sincerely ,

Kevin Woody
Accounting Branch Chief

CORRESP
1
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HEALTH CARE REIT, INC.   Corresp

VIA EDGAR and VIA FACSIMILE (202.772.9209)

July 10, 2008

    Kevin Woody

    Robert Telewicz

    Accounting Branch Chief

    Staff Accountant

    Division of Corporation Finance

    Division of Corporation Finance

    United States Securities & Exchange Commission

    United States Securities & Exchange Commission

    450 Fifth Street, N.W.

    450 Fifth Street, N.W.

    Washington, DC 20549

    Washington, DC 20549

    Re:

    HEALTH CARE REIT, INC.:

    Form 10-K for the year ended December 31, 2007

    SEC File No. 1-08923

Dear Messrs. Woody and Telewicz:

The purpose of this letter is to respond to the additional comments in your letter to Health Care
REIT, Inc. (the “Company”) dated June 12, 2008 concerning the Company’s Form 10-K for the year
ended December 31, 2007. Your comments and our responses are set forth below.

Form 10-K for the year ended December 31, 2007

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

Non-GAAP Financial Measures, page 58

    1.

    We have considered your response to our prior comment 3. We are still unclear how you have
met all the requirements of Item 10(e) of Regulation S-K and question 8 of the Frequently
Asked Questions Regarding the use of Non-GAAP Financial Measures with respect to your measure
of Adjusted EBITDA. Please tell us how you have complied with these disclosure requirements.

RESPONSE:

As noted in the Company’s discussion of EBITDA on page 60 of our Annual Report on Form 10-K for the
year ended December 31, 2007, Adjusted EBITDA represents EBITDA as adjusted for certain items
pursuant to a covenant provision of the Company’s unsecured line of credit arrangement. As stated
in our response dated May 29, 2008 to your prior comment letter, the Company will in future filings
expand its MD&A disclosure to include additional discussion of Adjusted EBITDA relating to and in
the context of this line of credit covenant so as to comply

July 10, 2008

Page 2

with the requirements of question 10 of
Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures. We believe that this additional information will satisfy the Company’s
disclosure obligations under Item 10(e) of Regulation S-K as long as Adjusted EBITDA is not
mentioned in any context other than the line of credit covenant requirement, as was the case with
the 2007 Form 10-K. Because Adjusted EBITDA has not been and will not be presented as a non-GAAP
performance measure, the requirements under question 8 of your Frequently Asked Questions Regarding
the Use of Non-GAAP Financial Measures should not apply. We believe any attempt to respond to
these requirements could confuse the explanation given in response to question 10 of the Frequently
Asked Questions.

Item 8. Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements

2. Business Combinations, page 73

    2.

    We have reviewed your response to our prior comment 5 and note that you included the
disclosures required by paragraph 54 of SFAS 141 related to your acquisition of Windrose
Medical Properties Trust in your 2006 Form 10-K. We are unclear why these disclosures were
not also included in your 2007 Form 10-K. In future filings please ensure that you include
all appropriate financial statement disclosures for each year presented in your financial
statements.

RESPONSE:

We will comply with this request in our future filings.

* * *

We trust that the foregoing is 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

Mail Stop 4561

June 12, 2008

 VIA U.S. MAIL AND FAX (419)247-2826

 Scott A. Estes Senior Vice President and Chief Financial Officer Health Care REIT, Inc. One SeaGate  Suite 1500 Toledo, Ohio, 43604  Re: Health Care REIT, Inc  File No. 001-08923
Form 10-K for Fiscal Year Ended
 December 31, 2007  Dear Mr. Estes:
We have reviewed your response letter dated May 29, 2008 and have the
following additional comments.  If you disagree with our comments, we will consider your explanation as to why our comments are not applicable.  Please be as detailed as necessary in your explanation.
 Please understand that the purpose of our review 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 on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Scott A. Estes
Health Care REIT, Inc. June 12, 2008 Page 2

Form 10-K for the year ended December 31, 2007

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
 Non-GAAP Financial Measures, page 58

 1. We have considered your response to our prior comment 3.  We are still unclear how you have met all the requirements of Item 10(e) of Regulation S-K and question 8 of the Frequently Asked Questions Regarding the use of Non-GAAP Financial Measures with respect to your measure of Adjusted EBITDA.  Please tell us how you have complied with these disclosure requirements.
 Item 8 Financial Statements and Supplementary Data

 Notes to Consolidated Financial Statements

 2. Business Combinations, page 73

 2. We have reviewed your response to our prior comment 5 and note that you included the disclosures required by paragraph 54 of SFAS 141 related to your acquisition of Windrose Medical Properties Trust in your 2006 Form 10-K.  We are unclear why these disclosures were not also included in your 2007 Form 10-K.  In future filings please ensure that you include all appropriate financial statement disclosures for each year presented in your financial statements.

Please respond to the comments included in this letter within ten business days.
Please submit your response on EDGAR.  If you have any questions, you may contact Robert Telewicz, Staff Accountant at ( 202) 551-3438,  or the undersigned at (202)551-
3629.
      Sincerely ,

Kevin Woody
Accounting Branch Chief

CORRESP
1
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corresp

VIA EDGAR and VIA FACSIMILE (202.772.9209)

May 29, 2008

    Kevin Woody

    Robert Telewicz

    Accounting Branch Chief

    Staff Accountant

    Division of Corporation Finance

    Division of Corporation Finance

    United States Securities & Exchange Commission

    United States Securities & Exchange Commission

    450 Fifth Street, N.W.

    450 Fifth Street, N.W.

    Washington, DC 20549

    Washington, DC 20549

    Re:

    HEALTH CARE REIT, INC.:

    Form 10-K for the year ended December 31, 2007

    SEC File No. 1-08923

Dear Messrs. Woody and Telewicz:

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 29, 2008. Our response to each comment is set forth
below.

Form 10-K for the year ended December 31, 2007

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

Key Performance Indicators, Trends and Uncertainties

Portfolio Update, page 44

    1.

    It appears that your ratios of CBMF and CAMF may be based on either a numerator or
denominator that is a non-GAAP measure. Explain to us how these ratios comply with all the
disclosure requirements of Item 10(e). In addition, please provide us with a calculation of
CBMF and CAMF and a reconciliation of the numerators and denominators used in both
calculations to the most directly comparable GAAP financial measure.

RESPONSE:

Neither CBMF nor CAMF are non-GAAP financial measures of the Company within the meaning of Item
10(e) because the adjusted earnings that are used in these ratios are adjustments to earnings

May 29, 2008

Page 2

of our lessees and borrowers, not earnings of the Company, and are not calculated from GAAP
measures presented in our financial statements. Our Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2008 (page 22) clarifies that these ratios relate to earnings of
our customers, and we intend to include this clarification in future filings with the Commission.

Non-GAAP Financial Measures, page 58

    2.

    Explain to us how you have met all of the disclosure requirements of Item 10(e) of Regulation
S-K and question 8 of the Frequently Asked Questions Regarding the Use of Non-GAAP Financial
Measures with respect to your measure of Funds Available for Distribution. In your response
explain to us how a measure entitled “Funds Available for Distribution,” and which appears to
be adjusted for certain cash items, can be considered a performance measure rather than a
liquidity measure.

RESPONSE:

The non-GAAP measure that we refer to as funds available for distribution is used by us to
facilitate internal and external comparisons to our operating results, in making operating
decisions and in the evaluation of management, as explained on pages 43 and 58 of our Annual Report
on Form 10-K for the year ended December 31, 2007. We believe that this non-GAAP financial measure
is also widely used by investors, equity and debt analysts and rating agencies in the valuation,
comparison, rating and investment recommendation of REITs. For these reasons, we have included
this non-GAAP financial measure in past Form 10-K and Form 10-Q filings. We have decided to cease
use of this non-GAAP financial measure in these filings in the future.

    3.

    We note that you present the measures EBITDA — adjusted. Explain to us how you have met all
the requirements of Item 10(e) of Regulation S-K and questions 8 and 10 of the Frequently
Asked Questions Regarding the use of Non-GAAP Financial Measures with respect to this measure.

RESPONSE:

As noted in the Company’s discussion of EBITDA on page 60 of our Annual Report on Form 10-K for the
year ended December 31, 2007, Adjusted EBITDA represents EBITDA as adjusted for certain items
pursuant to a covenant provision of the Company’s unsecured line of credit arrangement. Upon
review of question 10 of Frequently Asked Questions Regarding the Use of Non-GAAP Financial
Measures, we noted that the existing MD&A discussion may not adequately address the three
discussion points outlined therein. As such, in future filings, the Company will expand its MD&A
disclosure related to Adjusted EBITDA to include a discussion of the following:

May 29, 2008

Page 3

    •

    The materiality of the unsecured line of credit arrangement and the relevant covenant;

    •

    The limit required for compliance with the covenant; and

    •

    The actual or reasonably likely effects of compliance or non-compliance with the
relevant covenant on the Company’s financial condition and liquidity.

Item 8. Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements

1. Accounting Policies and Related Matters

Real Property Owned, page 70

    4.

    We note that you base your allocation of acquisition costs to tangible assets on the report
of independent real estate appraisal firms. As these independent firms appear to be experts,
please revise your filing to name the firms and to provide the appropriate consents.

RESPONSE:

We understand that the referenced item could be misinterpreted to imply that the Company relies
solely on the work of appraisal firms for the allocation of certain acquisition costs. We wish to
inform you that this is not the case. To avoid such possible misinterpretation in the future, we
will remove such references to independent appraisal firms from future filings.

2. Business Combinations, page 73

    5.

    Explain to us how you have met the disclosure requirements of paragraph 54 of SFAS 141 with
respect to the Windrose Medical Properties Trust merger and the Rendina/Paramount Acquisition.

RESPONSE:

Paragraph 54 of SFAS 141 requires that the notes to the financial statements include certain
supplemental information on a pro forma basis for the period in which a material business
combination occurs. First, regarding the Windrose Medical Properties Trust merger, this material
business combination occurred on December 20, 2006. We refer you to Note 2 to the financial
statements included in the Company’s Annual Report on Form 10-K/A for the year ended December 31,
2006 for the required pro forma disclosures. Second, regarding the Rendina/Paramount acquisition,
the Company believes that this transaction was not a material business combination and, therefore,
that the pro forma disclosures were not required. Notwithstanding the immateriality of the
transaction, the Company desired to provide limited

May 29, 2008

Page 4

disclosure about the transaction and elected to include this information in Note 2 to the financial
statements included in its Annual Report on Form 10-K for the year ended December 31, 2007.

* * *

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

Mail Stop 4561
      April 29, 2008

VIA U.S. MAIL AND FAX (419)247-2826

 Scott A. Estes Senior Vice President and Chief Financial Officer Health Care REIT, Inc. One SeaGate  Suite 1500 Toledo, Ohio, 43604  Re: Health Care REIT, Inc  File No. 001-08923
Form 10-K for Fiscal Year Ended
 December 31, 2007  Dear Mr. Estes:
We have reviewed your filing and have the following comments.  In our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this inform ation, 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 on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Scott A. Estes
Health Care REIT, Inc.
April 29, 2008 Page 2   Form 10-K for the year ended December 31, 2007

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

Key Performance Indicators, Trends and Uncertainties

Portfolio Update, page 44
  1. It appears that your rati os of CBMF and CAMF may be based on either a
numerator or denominator that is a non- GAAP measure.  Explain to us how these
ratios comply with all the disclosure requirements of Item 10(e).  In addition,
please provide us with a calculation of CBMF and CAMF  and a reconciliation of
the numerators and denominators used in both calculations to the most directly
comparable GAAP financial measure.
 Non-GAAP Financial Measures, page 58

  2. Explain to us how you have met all of the disclosure requirements of Item 10(e)
of Regulation S-K and question 8 of the Frequently Asked Questions Regarding
the Use of Non-GAAP Financial Measures wi th respect to your measure of Funds
Available for Distribution.  In your response explain to us how a measure entitled “Funds Available for Distribution,” and whic h appears to be adjusted for certain
cash items, can be considered a perfor mance measure rather than a liquidity
measure.
 3. We note that you present the measure EB ITDA – adjusted.  Explain to us how
you have met all the requirements of Item  10(e) of Regulation S-K and questions
8 and 10 of the Frequently Asked Ques tions Regarding the Use of Non-GAAP
Financial Measures with respect to this measure.
 Item 8. Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements

1. Accounting Policies and Related Matters

Real Property Owned, page 70

4. We note that you base your allocation of acquisition costs to tangible assets on the
report of independent real estate apprai sal firms.  As these independent firms
appear to be experts, please  revise your filing to name the firms and to provide the
appropriate consents.

Scott A. Estes
Health Care REIT, Inc.
April 29, 2008 Page 3   2. Business Combinations, page 73

  5. Explain to us how you have met the disclosure requirements of paragraph 54 of SFAS 141 with respect to the Windrose Me dical Properties Trust merger and the
Redina/Paramount Acquisition.

*    *    *    *

Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please s ubmit your response letter on EDGAR.  Please
understand that we may have additional comm ents after reviewing your response to our
comment.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed 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 comment s, 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
filings;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

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 filings or in response to our comments on your filings.

Scott A. Estes
Health Care REIT, Inc. April 29, 2008 Page 4
You may contact Robert Telewicz, Sta ff Accountant, at (202) 551-3438 or the
undersigned at (202) 551-3629 if you have questions.            S i n c e r e l y ,
Kevin Woody   Accounting Branch Chief

June 15, 2006

Mail Stop 4561

Mr. Scott A. Estes
Chief Financial Officer
Health Care REIT, Inc.
One SeaGate, Suite 1500
Toledo, Ohio 43604

Re: Health Care REIT, Inc.
 Form 10-K for the year ended December 31, 2005
 Filed March 10, 2006
 File No. 1-08923

Dear Mr. Estes:

We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.

       S i n c e r e l y ,

Steven Jacobs
Accounting Branch Chief

CORRESP
1
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HEALTH CARE REIT  CORRESP

VIA EDGAR and VIA FACSIMILE (202.772.9210)

June 9, 2006

    Steven Jacobs

Accounting Branch Chief

Division of Corporation Finance

United States Securities & Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Rachel Zablow

Staff Accountant

Division of Corporation Finance

United States Securities & Exchange Commission

100 F Street, N.E.

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 comment raised in your letter addressed to Health
Care REIT, Inc. (the “Company”) dated May 17, 2006. Our response to the 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 have reviewed your response to prior comment 2 and still do not understand your
basis for excluding stock-based compensation from EBITDA. While you may be recognizing your
deferred compensation over the service period, stock-based compensation charges are not
always amortized and should not be categorized as such. We also note that EBITDA as defined
in your loan agreement does not appear to include stock-based compensation charges as an
adjustment. Please revise your presentation of EBITDA in future filings accordingly. In
addition, please advise us and revise to clarify what is included in “other items.”

June 9, 2006

Page 2

RESPONSE: In future filings, the Company will discontinue including stock-based compensation
charges as a component of amortization in the calculation of EBITDA. However, we wish to advise
you that the Company intends to amend its loan agreements relating to its unsecured lines of credit
to modify certain covenant provisions and the definition of EBITDA. These amendments are designed
to more clearly identify the components of EBITDA for purposes of the loan agreements and to
specifically provide that stock-based compensation charges are an appropriate exclusion in the
calculation of EBITDA. We understand that the lenders are amenable to these modifications. Upon
completion of these modifications, we intend to include an “Adjusted EBITDA” measure in future
filings to reflect any and all adjustments to EBITDA, including stock-based compensation charges,
which adjustments will be identified in the filings.

In addition, in future filings, we will delete the reference to “other items” in the description of
amortization. The purpose of this phrase in our original response was to anticipate potential
future additional components of amortization that would not be material and require specific
identification. In the future, the Company will review the explanation of amortization in each
filing and determine if any additional items have arisen that require specific identification.

* * *

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

May 17, 2006

Mail Stop 4561

Mr. Scott A. Estes
Chief Financial Officer
Health Care REIT, Inc.
One SeaGate, Suite 1500
Toledo, Ohio 43604

Re: Health Care REIT, Inc.
 Form 10-K for the year ended December 31, 2005
 Filed March 10, 2006
 File No. 1-08923

Dear Mr. Estes:

We have reviewed your response letter dated May 10, 2006 and have the
following additional comment.  In our comment we ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
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 comment or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

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

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Non-GAAP Financial Measures, page 50

1. We have reviewed your response to prior comment 2 and still do not understand your basis for excluding stock-based compensation from EBITDA.  While you
may be recognizing your deferred compensation over the service period, stock-based compensation charges are not always amortized and should not be categorized as such.  We also note that EBITDA as defined in your loan
agreement does not appear to include st ock-based compensation charges as an
adjustment.  Please revise your presentation of EBITDA in future filings

Mr. Scott A. Estes
Health Care REIT, Inc.
May 17, 2006 Page 2
accordingly.  In addition, please advise us a nd revise to clarify what is included in
"other items."
*    *    *    *

As appropriate, please respond to this comm ent within 10 business days or tell us
when you will provide us with a response.  Please furnish a cover letter that keys your response to our comment and pr ovides any requested informa tion.  Detailed cover letters
greatly facilitate our review.  Please file your cover lette r on EDGAR.  Please understand
that we may have additional comments after reviewing your response to our comment.

You may contact Rachel Zablow, Sta ff Accountant at (202) 551-3428 or the
undersigned at (202) 551-3403 if you have questions.

      S i n c e r e l y ,

Steven Jacobs
Accounting Branch Chief

CORRESP
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filename1.htm

corresp

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

April 27, 2006

Mail Stop 4561

Mr. Raymond W. Braun
Chief Financial Officer
Health Care REIT, Inc.
One SeaGate, Suite 1500
Toledo, Ohio 43604

Re: Health Care REIT, Inc.
 Form 10-K for the year ended December 31, 2005
 Filed March 10, 2006
 File No. 1-08923

Dear Mr. Braun:

We have reviewed your filing and have the following comments.  We have
limited our review of your filing to those issu es we have addressed in our comments.
Where indicated, we think you should revise  your document in response to these
comments in future filings.  If you disagree, we will consider your explanation as to why
our comment is inapplicable or a revision is unnecessary.  Please be as detailed as
necessary in your explanati on.  In our comments, we ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
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 on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

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

Management’s Discussion and Analysis of Fi nancial 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 li quidity measures as your description

Mr. Raymond W. Braun
Health Care REIT, Inc.
April 27, 2006 Page 2
suggests, revise your presen tation 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 .
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 Regar ding the Use of Non-GAAP Financial
Measures.  In addition, please revise your disclosure to fu rther explain your basis
for each additional adjustment to EBITDA such as provision for loan losses, capitalized interest, and stock-based compensation.

Critical Accounting Policies, page 53

Fair Value of Derivative Instruments, page 55

3. It appears that changes in assumptions re lated to the valuatio n of your derivative
instruments could have a material im pact on expenses.  Please revise your
disclosure to include a quan titative analysis that provi des the reader with insight
to the sensitivity certain 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.

*    *    *    *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Pl ease furnish a cover letter that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Pleas e file your cover letter on EDGAR.  Please
understand that we may have additional comments after reviewing your responses to our comments.

 We urge all persons who are responsible for the accuracy and 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:

Mr. Raymond W. Braun
Health Care REIT, Inc.
April 27, 2006 Page 3
• 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

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.

You may contact Rachel Zablow, Sta ff Accountant at (202) 551-3428 or the
undersigned at (202) 551-3403 if you have questions.

      S i n c e r e l y ,

Steven Jacobs
Accounting Branch Chief