SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CHAPMAN GEORGE L

(Last)

(First)

(Middle)

ONE SEAGATE

SUITE 1500

(Street)

TOLEDO

43604

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HEALTH CARE REIT INC /DE/ [ HCN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/02/2004		M		17,500	A	$16.81	221,367.6896	D
Common Stock	02/02/2004		S⁽¹⁾		17,500	D	$37.2039	203,867.6896	D
Common Stock	05/20/2003		J⁽²⁾	V	22.5077	A	$28.0022	203,890.1973	D
Common Stock	08/20/2003		J⁽²⁾	V	22.1783	A	$28.6157	203,912.3756	D
Common Stock	11/20/2003		J⁽²⁾	V	20.0639	A	$33.1037	203,932.4395	D
Common Stock								8,526.0729	I	IRA⁽³⁾
Common Stock	05/20/2003		J⁽²⁾	V	29.2799	A	$28.0022	2,329.2799	I	Account for Son⁽⁴⁾
Common Stock	08/20/2003		J⁽²⁾	V	33.2773	A	$28.6157	2,362.5572	I	Account for Son⁽⁴⁾
Common Stock	11/20/2003		J⁽²⁾	V	30.1051	A	$33.1037	2,392.6623	I	Account for Son⁽⁴⁾
Common Stock	05/20/2003		J⁽²⁾	V	29.8774	A	$28.0022	2,329.8774	I	Account for Son⁽⁴⁾
Common Stock	08/20/2003		J⁽²⁾	V	33.2888	A	$28.6157	2,363.1662	I	Account for Son⁽⁴⁾
Common Stock	11/20/2003		J⁽²⁾	V	30.1153	A	$33.1037	2,393.2815	I	Account for Son⁽⁴⁾
Common Stock	05/20/2003		J⁽²⁾	V	29.2799	A	$28.0022	2,329.2799	I	Account for Son⁽⁴⁾
Common Stock	08/20/2003		J⁽²⁾	V	33.2773	A	$28.6157	2,362.5572	I	Account for Son⁽⁴⁾
Common Stock	11/20/2003		J⁽²⁾	V	30.1051	A	$33.1037	2,392.6623	I	Account for Son⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (Right to Buy)	$16.81	02/02/2004		M			17,500	12/15/2003⁽⁵⁾	10/17/2010	Common	87,500⁽⁵⁾	$0⁽⁶⁾	70,000	D

Explanation of Responses:

1. The sale transaction was pursuant to Mr. Chapman's 10b5-1 trading plan.

2. Dividend Reinvestment under the Amended and Restated Dividend Reinvestment and Stock Purchase Plan

3. George L. Chapman III SSB IRA Rollover Custodian

4. Account for son of George L. Chapman

5. Options for the purchase of 175,000 shares of common stock at $16.81 per share were granted to Mr. Chapman on October 17, 2000, which grant has previously been reported. The partial exercise of these options for the purchase of 87,500 shares has previously been reported. Of the remaining options, options for the purchase of 17,500 shares vested on December 15, 2003 and options for the purchase of 35,000 shares will vest on December 15 of each 2004 and 2005.

6. The options were granted under the Health Care REIT, Inc. 1995 Stock Incentive Plan and had no acquisition price.

Remarks:

	By: Erin C. Ibele Attorney-in-Fact For: George L. Chapman	02/04/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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