S-8

                                             Registration No. 333-_____


                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                              __________

                               Form S-8
                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933
                              __________

                             VENTAS, INC.
        (Exact Name of Registrant as Specified in Its Charter)

             Delaware                           61-1055020
 (State or Other Jurisdiction of      (I.R.S. Employer Identification
  Incorporation or Organization)                   No.)

 4360 Brownsboro Road, Suite 115
       Louisville, Kentucky                        40207
 (Address of Principal Executive                (Zip Code)
             Offices)

             Ventas, Inc. 2000 Incentive Compensation Plan
            Ventas, Inc. Individual Stock Option Agreements
                       (Full title of the plans)
                              __________

                           T. Richard Riney
             Executive Vice President and General Counsel
                             Ventas, Inc.
                    4360 Brownsboro Road, Suite 115
                      Louisville, Kentucky  40207
                (Name and address of agent for service)
                              __________

                            (503) 357-9000
     (Telephone Number, Including Area Code, of Agent For Service)
                              __________



                    CALCULATION OF REGISTRATION FEE


Title of       Title of    Amount    Proposed     Proposed           Amount of
securities to  Plan        to be     maximum      maximum            registrat
be registered              register  offering     aggregate          ion fee
                           ed    price per    offering
                                     share        price
                                                      
Common Stock,  2000
par value      Incentive
$0.25 per      Compensat
share each     ion Plan
with .667 of
an associated
participating
preferred
stock
purchase
right                      2,220,000 $11.2305 $24,931,710.00 $2,293.72

Common Stock,  Individual
par value      Stock
$0.25 per      Option
share each     Agreements
with .667 of
an associated
participating
preferred
stock
purchase
right                        588,000 $ 5.4149 $ 3,183,961.20 $292.92



This Registration Statement covers 2,220,000 additional shares that are
reserved for issuance under the Ventas, Inc. 2000 Incentive
Compensation Plan and 588,000 shares issuable under individual
stock option agreements with certain directors and an  executive
officer.  3,600,000 shares issuable under the Ventas, Inc. 2000
Incentive Compensation Plan were originally registered on a Form
S-8 Registration Statement filed on November 21, 1997 (file no.
333-40737) at a time when  the plan was named the Ventas,
Inc. 1997 Incentive Compensation Plan.  In addition, this
Registration Statement covers an indeterminable number of
additional shares as may hereinafter be offered or issued
to prevent dilution resulting from stock splits, stock
dividends or similar transactions.

Estimated solely for calculating the amount of the
registration fee, pursuant to paragraphs (c) and (h) of
Rule 457 under the Securities Act of 1933, as amended
(the "Securities Act"), calculated on the basis of the
weighted average of (i) the average of the high and low
sales prices of the Common Stock as reported on the New
York Stock Exchange on July 24, 2002 with respect to
1,901,339 shares of the Common Stock as to which the
exercise price has not been determined under the 2000
Incentive Compensation Plan and (ii) the weighted
average exercise price of options to purchase 318,661
shares of Common Stock as to which the exercise price
has been determined with respect to the additional
shares under the Ventas, Inc. Incentive Compensation
Plan.

Estimated solely for calculating the amount of the
registration fee, pursuant to paragraphs (c) and (h)
of Rule 457 under the Securities Act, calculated
on the basis of the weighted average exercise
price of options to purchase 588,000 shares of
Common Stock as to which the exercise price has
been determined with respect to the individual
stock option agreements.







                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation Of Certain Documents By Reference.

        The following documents, filed with the Securities and
Exchange Commission (the "Commission") by Ventas, Inc. (the
"Company"), are incorporated herein by reference:

        A. The Company's annual report filed on Form 10-K for
           the fiscal year ended December 31, 2001, pursuant to
           the Securities Exchange Act of 1934, as amended (the
           "Exchange Act").

        B. The Company's quarterly reports on Form 10-Q for the
           fiscal quarters ended March 31, 2002 and June 30,
           2002 filed with the Commission pursuant to the
           Exchange Act.

        C. The Company's current reports on Form 8-K, filed with
           the Commission pursuant to the Exchange Act on
           January 2, 2002, January 3, 2002, January 31, 2002,
           April 3, 2002, April 15, 2002, April 18, 2002, April
           24, 2002, May 16, 2002, May 24, 2002, June 5, 2002,
           June 19, 2002, and July 3, 2002.

        D. All other reports filed by the Company pursuant to
           Section 13(a) or 15(d) of the Exchange Act since
           December 31, 2001.

        E. The description of Registrant's shares of Common
           Stock, par value $0.25 per share (the "Common
           Stock"), contained in the Registration Statement
           filed by the Registrant with the Commission on Form 8-
           A, dated January 22, 1992; the description of the
           Registrant's Participating Preferred Stock Purchase
           Rights contained in the Registration Statement filed
           by the Registrant with the Commission on Form 8-A
           dated July 21, 1993, and Form 8-A/A dated August 11,
           1995; and all other amendments and reports filed for
           the purpose of updating such descriptions prior to
           the termination of the offering of the Common Stock
           and interests hereby.

        In addition, all documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act subsequent to the date of this Registration
Statement, and prior to the filing of a post-effective amendment
which indicates that all the securities offered hereby have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of
the filing of such documents with the Commission.  Any statement
contained in a document incorporated or deemed to be incorporated
by reference shall be deemed to be modified or superseded for
purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document which also is or
deemed to be incorporated by reference herein) modifies or
supersedes such statement.  Any statement so modified or
superseded shall not be deemed to constitute a part hereof except
as so modified or superseded.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

        The legality of the securities being registered hereunder
has been passed upon by T. Richard Riney, Executive Vice
President and General Counsel of the Company.  Mr. Riney is a
full-time employee of the Company and owns shares and options to
purchase shares of the Company's Common Stock.

Item 6.  Indemnification of Directors and Officers

        Section 145 of the Delaware General Corporation Law (the
"DGCL") empowers the Company to, and Article IX of the
Certificate of Incorporation of the Company provides that it
will, indemnify any person who was or is a party or is threatened
to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative ("Proceeding") because he or she is or was a
director or officer of the Company, or is or was serving at the
request of the Company as a director, officer, employee, trustee
or agent of another corporation, partnership, joint venture,
trust or other enterprise, against all expenses, liabilities and
loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement)
actually and reasonably incurred or suffered by him or her in
connection with such Proceeding.  The Company may provide by
action of its Board of Directors through agreement, resolution or
by a provision in the Bylaws of the Company, indemnification of
the Company's employees and agents with substantially the same
scope and effect as the indemnification provided in Article IX of
the Certificate of Incorporation of the Company.

        Expenses incurred by such a person in his or her capacity
as a director or officer of the Company (and not in any other
capacity in which service was or is rendered by such person while
a director or officer) in defending a Proceeding may be paid by
the Company in advance of the final disposition of such
Proceeding as authorized by the Board of Directors in a specific
case upon receipt of an undertaking by or on behalf of that
person to repay such amounts unless it is ultimately determined
that that person is entitled to be indemnified by the Company as
authorized by the General Corporation Law of the State of
Delaware.  Expenses incurred by a person in any capacity other
than as an officer or director of the Company may be paid in
advance of the final disposition of a Proceeding on such terms
and conditions, if any, as the Board of Directors deems
appropriate.

        Pursuant to Section 102(b)(7) of the DGCL, the Company's
Certificate of Incorporation, as amended, eliminates certain
liability of the Company's directors for breach of their
fiduciary duty of care.  Article VIII of the Certificate of
Incorporation provides that neither the Company nor its
stockholders may recover monetary damages from the Company's
directors for breach of the duty of care in the performance of
their duties as directors of the Company.  Article VIII does not,
however, eliminate the liability of the Company's directors (i)
for a breach of the director's duty of loyalty, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174
of the DGCL (relating to unlawful distributions), or (iv) for any
improper personal benefit.

        The indemnification provided for by Article IX of the
Company's Certificate of Incorporation is a contract right and
continues as to persons who cease to be directors, officers,
employees or agents and inures to the benefit of the heirs,
executors and administrators of such persons.  No amendment to
the Company's Certificate of Incorporation or repeal of any
article thereof increases the liability of any director or
officer of the Company for acts or omissions of such persons
occurring prior to such amendment or repeal.

        The right to indemnification conferred by Article IX of
the Company's Certificate of Incorporation is not exclusive of
any other rights to which those seeking indemnification may be
entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to actions taken in
his or her official capacity and in any other capacity while
holding such office.

        The Company may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or
agent of the Company, or is or was serving at the request of the
Company as a director, trustee, officer, partner, employee, or
agent of another domestic or foreign corporation, partnership,
joint venture, trust or other enterprise, against any liability
asserted against him or her and incurred by him or her in such
capacity or arising out of his or her status as such, whether or
not the Company would have the power or be obligated to indemnify
him or her against such liability under the provisions of Article
IX of the Company's Certificate of Incorporation or the General
Corporation Law of the State of Delaware.

        The Company currently has in effect officers and
directors liability insurance policies.  These policies cover any
negligent act, error or omission of a director or officer,
subject to certain exclusions.  The limit of liability under the
policies is $60,000,000 in the aggregate annually for coverages
in excess of deductibles.

Item 7.  Exemptions from Registration Claimed

        Not applicable.


Item 8.  Exhibits

Exhibit No.         Description
- ----------          -----------

4.1            Ventas, Inc. 2000 Incentive
               Compensation Plan (incorporated herein
               by reference to Exhibit A to the
               Company's definitive proxy statement on
               Schedule 14A dated April 18, 2000).

4.2            Ventas, Inc. Nonqualified Stock
               Option Agreement between Ventas, Inc.
               and Debra A. Cafaro dated as of March 5,
               1999 regarding options for 250,000
               shares.

4.3            Ventas, Inc. Nonqualified Stock
               Option Agreement between Ventas, Inc.
               and Douglas Crocker, II dated as of
               September 11, 1998 regarding options for
               10,000 shares.

4.4            Ventas, Inc. Nonqualified Stock
               Option Agreement between Ventas, Inc.
               and Douglas Crocker, II dated as of July
               20, 1999 regarding options for 200,000
               shares.

4.5            Ventas, Inc. Nonqualified Stock
               Option Agreement between Ventas, Inc.
               and Douglas Crocker, II dated as of
               February 24, 2000 regarding options for
               4,000 shares.

4.6            Ventas, Inc. Nonqualified Stock
               Option Agreement between Ventas, Inc.
               and Ronald G. Geary dated as of May 1,
               1998 regarding options for 5,000
               shares.

4.7            Ventas, Inc. Nonqualified Stock
               Option Agreement between Ventas, Inc.
               and Ronald G. Geary dated as of
               September 11, 1998 regarding options for
               5,000 shares.

4.8            Ventas, Inc. Nonqualified Stock
               Option Agreement between Ventas, Inc.
               and Ronald G. Geary dated as of July 20,
               1999 regarding options for 100,000
               shares.

4.9            Ventas, Inc. Nonqualified Stock
               Option Agreement between Ventas, Inc.
               and Ronald G. Geary dated as of February
               24, 2000 regarding options for 4,000
               shares.

4.10           Ventas, Inc. Nonqualified Stock
               Option Agreement between Ventas, Inc.
               and Walter F. Beran dated as of May 1,
               1998 regarding options for 5,000
               shares.

4.11           Ventas, Inc. Nonqualified Stock
               Option Agreement between Ventas, Inc.
               and Walter F. Beran dated as of
               September 11, 1998 regarding options for
               5,000 shares.

4.12           Certificate of Incorporation of the
               Company, as amended (incorporated herein
               by reference to Exhibit 3 to the
               Company's Form 10-Q for the quarterly
               period ended September 30, 1995).

4.13           Certificate of Amendment to
               Certificate of Incorporation of the
               Company (incorporated herein by
               reference to Exhibit 3.1 to Ventas,
               Inc.'s Form 10-Q for the quarterly
               period ended June 30, 1998.)

4.14           Third Amended and Restated Bylaws
               of the Company (incorporated herein by
               reference to Exhibit 3.2 to the
               Company's Form 10-K for the year ended
               December 31, 1997).

4.15           Specimen Common Stock Certificate
               (incorporated herein by reference to
               Exhibit 4.1 to the Company's Form 10-K
               for the year ended December 31, 1998).

4.16           Rights Agreement, dated as of July
               20, 1993, between the Company and
               National City Bank, as Rights Agent
               (incorporated herein by reference to
               Exhibit 1 to the Company's Registration
               Statement on Form 8-A, dated July 20,
               1993).

4.17           First Amendment to Rights
               Agreement, dated as of August 11, 1995,
               between the Company and National City
               Bank, as Rights Agent (incorporated
               herein by reference to Exhibit 2 to the
               Company's Registration Statement on Form
               8-A/A, filed on August 11, 1995).

4.18           Second Amendment to Rights
               Agreement, dated as of February 1, 1998,
               between the Company and National City
               Bank, as Rights Agent (incorporated
               herein by reference to Exhibit 1 to the
               Company's Registration Statement on Form
               8-A/A, filed on February 2, 1998).

4.19           Third Amendment to Rights
               Agreement, dated as of July 27, 1998,
               between the Company and National City
               Bank, as Rights Agent (incorporated
               herein by reference to Exhibit 1 to the
               Company's Registration Statement on Form
               8-A/A, filed on July 28, 1998).

4.20           Fourth Amendment to Rights
               Agreement, dated as of April 15, 1999,
               between the Company and National City
               Bank, as Rights Agent (incorporated
               herein by reference to Exhibit 1 to the
               Company's Form 8-A/A, filed on April 19,
               1999).

4.21           Fifth Amendment to Rights
               Agreement, dated as of December 15,
               1999, between the Company and National
               City Bank, as Rights Agent (incorporated
               herein by reference to Exhibit 1 to the
               Company's Registration Statement on Form
               8-A/A, filed on December 22, 1999).

4.22           Sixth Amendment to Rights
               Agreement, dated as of May 22, 2000,
               between the Company and National City
               Bank, as Rights Agent (incorporated
               herein by reference to Exhibit 1 to the
               Company's Registration Statement on Form
               8-A/A, filed on May 24, 2000).

4.23           Letter Agreement relating to a
               waiver of the provisions of Article XII
               of the Certificate of Incorporation of
               the Company in favor of Cohen & Steers
               Management, Inc., dated February 25,
               2002 (incorporated herein by reference
               to Exhibit 4.8 to the Company's Form 10-
               K for the year ended December 31, 2001).

5              Opinion of T. Richard Riney, Esq.,
               General Counsel to the Company.

23.1           Consent of Ernst & Young LLP.

23.2           Consent of T. Richard Riney, Esq.
               (contained in Exhibit 5).

24             Power of Attorney (included on
               signature page).


Filed herewith.


Item 9.  Undertakings

     (i)  The Company hereby undertakes:

          (a)  To file, during any period in which offers or
     sales are being made, a post-effective amendment to this
     Registration Statement:  (i) to include any prospectus
     required by Section 10(a)(3) of the Securities Act of 1933,
     as amended ("Securities Act"); (ii) to reflect in the
     prospectus any facts or events arising after the effective
     date of the Registration Statement (or the most recent post-
     effective amendment thereto) which, individually or in the
     aggregate, represent a fundamental change in the information
     set forth in the Registration Statement; and (iii) to
     include any material information with respect to the plan of
     distribution not previously disclosed in the Registration
     Statement or any material change to such information in the
     Registration Statement; provided, however, that clauses
     (a)(1)(i) and (a)(1)(ii) do not apply if the information
     required to be included in a post-effective amendment by
     those clauses is contained in periodic reports filed by the
     Company pursuant to Section 13 or Section 15(d) of the
     Exchange Act that are incorporated by reference in the
     Registration Statement.

          (b)  That, for the purpose of determining any liability
     under the Securities Act, each such post-effective amendment
     shall be deemed to be a new registration statement relating
     to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial
     bona fide offering thereof.

          (c)  To remove from registration by means of a post-
     effective amendment any of the securities being registered
     which remain unsold at the termination of the offering.

     (ii) The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing
of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (iii)     Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment
by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.



                           SIGNATURES

        Pursuant to the requirements of the Securities Act, the
Company certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Louisville, State of Kentucky, on this 29th day of July, 2002.


                                VENTAS, INC.


                                 By:  /s/ T. Richard Riney
                                      ---------------------
                                      T. Richard Riney, Esq.
                                      Executive Vice President
                                      and General Counsel


                        POWER OF ATTORNEY

        Each person whose signature appears below constitutes and
appoints T. Richard Riney, Esq. his or her attorney-in-fact, with
full power of substitution, for him or her, in any and all
capacities, to sign any amendments to this Registration Statement
and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that
each said attorney-in-fact, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed by
the following persons in the capacities and on the dates
indicated:


Signature                  Capacity               Date

/s/ Douglas Crocker, II    Director               July 29, 2002
- -----------------------
Douglas Crocker, II

/s/ Jay M. Gellert         Director               July 29, 2002
- -----------------------
Jay M. Gellert

/s/ Ronald G. Geary
- -----------------------    Director               July 29, 2002
Ronald G. Geary

/s/ Gary W. Loveman
- -----------------------    Director               July 29, 2002
Gary W. Loveman

/s/ Sheli Z. Rosenberg
- -----------------------    Director               July 29, 2002
Sheli Z. Rosenberg

/s/ W. Bruce Lunsford
- -----------------------    Chairman of the Board  July 29, 2002
W. Bruce Lunsford          and Director

/s/ Debra A. Cafaro
- -----------------------    Chief Executive        July 29, 2002
Debra A. Cafaro            Officer, President and
                           Director (Principal
                           Executive Officer/
                           Principal Financial
                           Officer)


/s/ Mary L. Smith
- ----------------------     Principal Accounting   July 29, 2002
Mary L. Smith              Officer






                        INDEX TO EXHIBITS


Exhibit No.         Description
- ----------          -----------

4.1            Ventas, Inc. 2000 Incentive
               Compensation Plan (incorporated herein
               by reference to Exhibit A to the
               Company's definitive proxy statement on
               Schedule 14A dated April 18, 2000).

4.2            Ventas, Inc. Nonqualified Stock
               Option Agreement between Ventas, Inc.
               and Debra A. Cafaro dated as of March 5,
               1999 regarding options for 250,000
               shares.

4.3            Ventas, Inc. Nonqualified Stock
               Option Agreement between Ventas, Inc.
               and Douglas Crocker, II dated as of
               September 11, 1998 regarding options for
               10,000 shares.

4.4            Ventas, Inc. Nonqualified Stock
               Option Agreement between Ventas, Inc.
               and Douglas Crocker, II dated as of July
               20, 1999 regarding options for 200,000
               shares.

4.5            Ventas, Inc. Nonqualified Stock
               Option Agreement between Ventas, Inc.
               and Douglas Crocker, II dated as of
               February 24, 2000 regarding options for
               4,000 shares.

4.6            Ventas, Inc. Nonqualified Stock
               Option Agreement between Ventas, Inc.
               and Ronald G. Geary dated as of May 1,
               1998 regarding options for 5,000
               shares.

4.7            Ventas, Inc. Nonqualified Stock
               Option Agreement between Ventas, Inc.
               and Ronald G. Geary dated as of
               September 11, 1998 regarding options for
               5,000 shares.

4.8            Ventas, Inc. Nonqualified Stock
               Option Agreement between Ventas, Inc.
               and Ronald G. Geary dated as of July 20,
               1999 regarding options for 100,000
               shares.

4.9            Ventas, Inc. Nonqualified Stock
               Option Agreement between Ventas, Inc.
               and Ronald G. Geary dated as of February
               24, 2000 regarding options for 4,000
               shares.

4.10           Ventas, Inc. Nonqualified Stock
               Option Agreement between Ventas, Inc.
               and Walter F. Beran dated as of May 1,
               1998 regarding options for 5,000
               shares.

4.11           Ventas, Inc. Nonqualified Stock
               Option Agreement between Ventas, Inc.
               and Walter F. Beran dated as of
               September 11, 1998 regarding options for
               5,000 shares.

4.12           Certificate of Incorporation of the
               Company, as amended (incorporated herein
               by reference to Exhibit 3 to the
               Company's Form 10-Q for the quarterly
               period ended September 30, 1995).

4.13           Certificate of Amendment to
               Certificate of Incorporation of the
               Company (incorporated herein by
               reference to Exhibit 3.1 to Ventas,
               Inc.'s Form 10-Q for the quarterly
               period ended June 30, 1998.)

4.14           Third Amended and Restated Bylaws
               of the Company (incorporated herein by
               reference to Exhibit 3.2 to the
               Company's Form 10-K for the year ended
               December 31, 1997).

4.15           Specimen Common Stock Certificate
               (incorporated herein by reference to
               Exhibit 4.1 to the Company's Form 10-K
               for the year ended December 31, 1998).

4.16           Rights Agreement, dated as of July
               20, 1993, between the Company and
               National City Bank, as Rights Agent
               (incorporated herein by reference to
               Exhibit 1 to the Company's Registration
               Statement on Form 8-A, dated July 20,
               1993).

4.17           First Amendment to Rights
               Agreement, dated as of August 11, 1995,
               between the Company and National City
               Bank, as Rights Agent (incorporated
               herein by reference to Exhibit 2 to the
               Company's Registration Statement on Form
               8-A/A, filed on August 11, 1995).

4.18           Second Amendment to Rights
               Agreement, dated as of February 1, 1998,
               between the Company and National City
               Bank, as Rights Agent (incorporated
               herein by reference to Exhibit 1 to the
               Company's Registration Statement on Form
               8-A/A, filed on February 2, 1998).

4.19           Third Amendment to Rights
               Agreement, dated as of July 27, 1998,
               between the Company and National City
               Bank, as Rights Agent (incorporated
               herein by reference to Exhibit 1 to the
               Company's Registration Statement on Form
               8-A/A, filed on July 28, 1998).

4.20           Fourth Amendment to Rights
               Agreement, dated as of April 15, 1999,
               between the Company and National City
               Bank, as Rights Agent (incorporated
               herein by reference to Exhibit 1 to the
               Company's Form 8-A/A, filed on April 19,
               1999).

4.21           Fifth Amendment to Rights
               Agreement, dated as of December 15,
               1999, between the Company and National
               City Bank, as Rights Agent (incorporated
               herein by reference to Exhibit 1 to the
               Company's Registration Statement on Form
               8-A/A, filed on December 22, 1999).

4.22           Sixth Amendment to Rights
               Agreement, dated as of May 22, 2000,
               between the Company and National City
               Bank, as Rights Agent (incorporated
               herein by reference to Exhibit 1 to the
               Company's Registration Statement on Form
               8-A/A, filed on May 24, 2000).

4.23           Letter Agreement relating to a
               waiver of the provisions of Article XII
               of the Certificate of Incorporation of
               the Company in favor of Cohen & Steers
               Management, Inc., dated February 25,
               2002 (incorporated herein by reference
               to Exhibit 4.8 to the Company's Form 10-
               K for the year ended December 31, 2001).

5              Opinion of T. Richard Riney, Esq.,
               General Counsel to the Company.

23.1           Consent of Ernst & Young LLP.

23.2           Consent of T. Richard Riney, Esq.
               (contained in Exhibit 5).

24             Power of Attorney (included on
               signature page).



Filed herewith.

EX-4

                                                 Exhibit 4.2
                        VENTAS, INC.
             NONQUALIFIED STOCK OPTION AGREEMENT
             -----------------------------------


     THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement")
is made and entered into as of March 5, 1999 ("Effective
Date"), by and between VENTAS, INC., a Delaware corporation
("Company"), and DEBRA A. CAFARO, an employee of the Company
("Optionee").

     RECITALS:
     --------

     A.   Company has entered into an employment agreement
with Optionee.

     B.   Company believes that the opportunity to
investment in Company's shares of Common Stock, having a par
value $.25 per share ("Common Stock"), should increase the
personal interest and special efforts of Optionee in
providing for the continued success and progress of the
Company.

     AGREEMENT:
     ---------

     NOW, THEREFORE, the parties agree as follows:

     1.   Grant of Option; Option Price.  Company hereby
grants to Optionee, as a matter of separate inducement and
agreement in connection with Optionee's employment by
Company, and not in lieu of any salary or other compensation
for Optionee's services, the right and option to purchase
(the "Option") all or any part of an aggregate of two
hundred fifty thousand (250,000) shares of Common Stock
("Option Shares"), on the terms and conditions set forth
herein, subject to adjustment as provided in Section 6, at a
purchase price of the lesser of (a) eight and three-
sixteenths dollars ($8.1875) and (b) the closing price of a
share of Common Stock on the New York Stock Exchange on July
6, 1999 per share ("Option Price").  The Effective Date is
the date on which the Option was granted to Optionee
("Option Date").

     2.   Term of Option.  The Option shall continue for a
term ending ten years from the Option Date ("Termination
Date").

     3.   Option Exercisable in Installments.  Subject to
the other terms and conditions stated herein, the right to
exercise the Option shall vest in installments as follows:

          (a)  First Installment.  Commencing on the Option
Date, Optionee may exercise the Option for up to eighty
three thousand three hundred thirty-four (83,334) Option
Shares.

          (b)  Second Installment.  Commencing on the first
anniversary of the Option Date, Optionee may exercise the
Option for up to one hundred sixty-six thousand six hundred
sixty-seven (166,667) Option Shares, less the number of
Option Shares for which the Optionee has already exercised
the Option.

          (c)  Third Installment.  Commencing on the second
anniversary of the Option Date, Optionee may exercise the
Option for up to two hundred fifty thousand (250,000) Option
Shares, less the number of Option Shares for which the
Optionee has already exercised the Option.

          (d)  Exercisability Upon Certain Events.
Notwithstanding the foregoing, in the event of (A) a Change
in Control as defined in the employment agreement made as of
March 5, 1999 between Company and Employee ("Employment
Agreement") other than an Early Change of Control (as
defined in the Employment Agreement), (B) termination of
Employee's employment by the Company other than for Cause
(as defined in the Employment Agreement), (C) termination of
Employee's employment by the Employee for Good Reason (as
defined in the Employment Agreement) or (D) the death or
Disability (as defined in the Employment Agreement) of
Employee, the Optionee may exercise the Option for up to two
hundred fifty thousand (250,000) Option Shares, less the
number of Option Shares for which the Optionee has already
exercised the Option.

     4.   Conditions to Exercise of the Option.

          (a)  Exercise of Option.  Subject to the
provisions of Section 3, Optionee may exercise the Option by
delivering to the Company written notice ("Notice") of
exercise stating the number of Option Shares for which the
Option is being exercised accompanied by payment in the
amount of the Option Price multiplied by the number of
shares for which the Option is being exercised (the
"Exercise Price") in the manner provided in Section 4(b) and
making provision for any applicable withholding taxes.

          (b)  Payment of Exercise Price.  Company shall
accept as payment for the Exercise Price (a) a check payable
to the order of Company, (b) the tender of Common Stock (by
either actual delivery of Common Stock or by attestation)
provided such Common Stock has been held by Optionee for at
least six months prior to tender, (c) "cashless exercise"
through a third party in a transaction independent of the
Company and properly structured to avoid any adverse
accounting consequences to the Company, (d) a combination of
the foregoing, or (e) by any other means which the Company
determines.

          (c)  Delivery of Shares on Exercise.  As soon as
practicable after receipt of the Notice and payment of the
Exercise Price and any required withholding taxes, Company
shall deliver to Optionee, without transfer or issuance tax
or other incidental expense to Optionee, at the office of
Company, or at such other place as may be mutually
acceptable, or, at the election of Company, by certified
mail addressed to Optionee at the Optionee's address shown
in the employment records of Company, a certificate or
certificates for the number of shares of Common Stock set
forth in the Notice and for which Company has received
payment in the manner prescribed herein.

     5.   Restrictions on Transfer of Option.  During
Optionee's lifetime, the Option shall be exercisable only by
Optionee, and neither the Option nor any right hereunder
shall be transferable except by will or the laws of descent
and distribution except as provided herein.  The Optionee
may transfer all or part of the Option to (i) "family
members" as defined in the instructions to Form S-8
Registration Statement under the Securities Act of 1933, as
amended (dated February 25, 1999 and effective April 7,
1999) ("Family Members"), (ii) a trust in which Family
Members have more than fifty percent (50%) of the beneficial
interest, (iii) a foundation in which Family Members or the
Optionee control the management of assets or (iv) any other
entity in which Family Members or the Optionee own more than
fifty percent (50%) of the voting interests.  The Option may
not be subject to execution or other similar process.  If
Optionee attempts to alienate, assign, pledge, hypothecate
or otherwise dispose of the Option or any of the Optionee's
rights hereunder, except as provided herein, or in the event
of any levy or any attachment, execution or similar process
upon the rights or interests hereby conferred, Company may
terminate the Option by notice to Optionee and it shall
thereupon become null and void.

     6.   Adjustment to Option Shares.  The number of Option
Shares shall be subject to adjustment in the same manner as
options under the 1997 Incentive Compensation Plan.

     7.   Change in Control.  Without limitation on the
provisions of Section 3(d), upon a Change in Control as
defined in the 1997 Incentive Compensation Plan, Optionee
shall have the right to exercise the Option in full as to
all Option Shares.  In addition, upon a Change in Control as
defined in the 1997 Incentive Compensation Plan, the
Optionee shall have the right to sell the Option back to the
Company for an amount equal to the excess of the fair market
value of the Option Shares subject to the Option over the
Option Price.

     8.   Agreement Does Not Grant Employment Rights.
Neither the granting of the Option, nor the exercise
thereof, shall be construed as granting to Optionee any
right to employment by Company, as to which the terms of the
Employment Agreement shall control.

     9.   Withholding.  Optionee acknowledges that the
Company will be required to withhold certain taxes (with
federal income tax withholding calculated at the lower of
regular withholding rates or the rate for supplemental wages
(currently 28%))at the time Optionee exercises the Option.
Withholdings by the Company will not exceed the minimum
required by law.

     10.  Optionee Additional Rights.

          (a)  Registration Rights.  The Company shall file
with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-8 (or any
successor or replacement form) under the Securities Act of
1933, as amended, with respect to the Option and the Option
Shares and shall cause such registration statement to be
continuously effective for as long as the Option is
exercisable and as may be required by the applicable rules
and regulations of the Commission.  In addition, the
Optionee shall have registration rights with respect to the
Option Shares as set forth in the registration rights
agreement made as of September 30, 1999 between the Company
and Debra A. Cafaro.

          (b)  Employment Agreement Rights.  Notwithstanding
anything to the contrary herein, the Company intends that
Section 5(b) and Section 5(c) of the Employment Agreement
will be fully operative, effective, binding and enforceable
as of the Effective Date and agrees to adopt such employee
benefit plans, amendments to employee benefit plans or other
arrangements, as applicable, take such other acts and pay
such other amounts as are necessary to effectuate the
provisions of Section 5(b) and Section 5(c) of the
Employment Agreement as well as the other provisions of the
Employment Agreement effective on the Effective Date.
Without limitation of the foregoing, to the extent Optionee
experiences any economic or tax or other detriment or
diminution in benefit on account of or related to any of
such Sections or provisions not being fully operative,
effective, binding and enforceable on the Effective Date
fully in accordance with the terms and provisions of such
Sections or provisions, or any delay or failure to comply
with the provisions of such Sections or provisions, the
Company shall immediately take such actions, and pay such
amounts, as Optionee reasonably determines are appropriate
so that the Optionee achieves at least the same economic,
tax and other benefits the Optionee would have had if such
Section 5(b) and Section 5(c) and such other provisions of
the Employment Agreement were fully operative, effective,
binding and enforceable in accordance with their terms as of
the Effective Date.

     11.  Miscellaneous.

          (a)  No Rights as Stockholder.  Neither Optionee,
nor any person entitled to exercise Optionee's rights
hereunder, shall have any of the rights of a stockholder
regarding the shares of Common Stock subject to the Option,
except after the exercise of the Option as provided herein.

          (b)  Captions.  The captions and section headings
used herein are for convenience only, shall not be deemed
part of this Agreement and shall not in any way restrict or
modify the context and substance of any section or paragraph
of this Agreement.

          (c)  Governing Law.  This Agreement shall be
governed by, and construed in accordance with, the laws of
the State of Delaware.

     IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first above written.

                              VENTAS, INC.


                              By: -------------------------
                                          ("Company")

                              /s/ Debra A. Cafaro
                              -----------------------------
                                          ("Optionee")

EX-4

                                                    Exhibit 4.3
                         VENTAS, INC.
              NONQUALIFIED STOCK OPTION AGREEMENT
              -----------------------------------


     THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement") is
made and entered into as of this 11th day of September 1998, by
and between VENTAS, INC., a Delaware corporation
("Corporation"), and DOUGLAS CROCKER II, a non-employee
director of the Corporation ("Optionee").

     RECITALS:
     --------

     A.   Corporation desires to grant to Optionee the right
and option to purchase shares of common stock of the
Corporation in order to promote the interests of Corporation,
and its stockholders by enabling non-employee directors, such
as Optionee, to invest in Corporation's shares of common stock,
having a par value of $.25 per share ("Common Stock").

     B.   Corporation believes that such investment should
increase the personal interest and special efforts of Optionee
in providing for the continued success and progress of
Corporation and should enhance the efforts of the Corporation
to attract and retain a high caliber of non-employee directors.


     AGREEMENT:
     ---------

     NOW, THEREFORE, the parties agree as follows:

     1.       Grant of the Option; Option Price.  Corporation
hereby grants to Optionee, as a matter of separate inducement
and agreement in connection with Optionee being a non-employee
director of the Corporation (and not in lieu of any salary or
other compensation for Optionee's services) the right and
option to purchase (the "Option") all or any part of an
aggregate of 10,000 shares of Common Stock ("Option Shares") on
the terms and conditions set forth herein, subject to
adjustment as provided in Section 7, at a purchase price of
$10.8125 per share ("Option Price").  Corporation and Optionee
consider the Option Price to be not less than the Fair Market
Value (as determined by the closing price) of the Common Stock
on the date hereof, which is the date on which the Option was
granted to Optionee ("Option Date").

     2.   Term and Time of Exercise of the Option.  The Option
shall commence on the date hereof and continue for a term
ending ten years from the Option Date ("Termination Date"),
unless sooner terminated as provided in Section 6.

     3.   Option Exercisable in Installments.  Subject to the
other terms and conditions stated herein, the right to exercise
the Option shall accrue in installments as follows.

          a.   First Installment.  Commencing one year after
the Option Date, Optionee may exercise the Option for up to 25
percent of the number of Option Shares.
          b.   Second Installment.  Commencing two years after
the Option Date, Optionee may exercise the Option for up to 50
percent of the Option Shares, less the number of Option Shares
for which the Optionee has already exercised the Option.

          c.   Third Installment.  Commencing three years after
the Option Date, Optionee may exercise the Option for up to 75
percent of the Option Shares, less the number of Option Shares
for which the Optionee has already exercised the Option.

          d.   Fourth Installment.  Commencing four years after the
               Option Date, the
 Option may be fully exercised to the extent that it has not
previously been exercised.

     4.   Conditions to Exercise of the Option.

          a.   Exercise of the Option.   Subject to the
provisions of Section 3, Optionee may exercise the Option by
delivering to Corporation written notice ("Notice") of exercise
stating the number of Option Shares for which the Option is
being exercised accompanied by payment of the Option Price
multiplied by the number of shares for which the Option is
being exercised (the "Exercise Price") in the manner provided
in Section 4(b).

          b.   Payment of the Option Price.     Corporation
shall accept as payment for the Exercise Price a check payable
to the order of Corporation, or in any other form acceptable to
Corporation.

          c.   Delivery of Shares on Exercise.    As soon as
practicable after receipt of such notice and payment of the
Exercise Price, Corporation shall deliver to Optionee, without
transfer or issuance tax or other incidental expense to
Optionee, at the office of Corporation, or at such other place
as may be mutually acceptable, or, at the election of
Corporation, by certified mail addressed to Optionee at
Optionee's address shown in the records of Corporation, a
certificate or certificates for the number of shares of Common
Stock set forth in the Notice and for which Corporation has
received payment in the manner prescribed herein.  Corporation
may postpone such delivery until it receives satisfactory proof
that the issuance or transfer of such shares will not violate
any of the provisions of the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended,
any rules or regulations of the Securities and Exchange
Commission promulgated thereunder, or the requirements of
applicable state law relating to authorization, issuance or
sale of securities, or until there has been compliance with the
provisions of such acts or rules.  If Optionee fails to accept
delivery of all or any part of the number of shares of Common
Stock specified in such notice upon tender of delivery thereof,
Optionee's right to exercise the Option for such undelivered
shares may be terminated by Corporation.

          5.   Option Not Transferable Except in Event of
Death.  During Optionee's lifetime, the Option shall be
exercisable only by Optionee, and neither the Option nor any
rights hereunder shall be transferable except by will or the
laws of descent and distribution.  The Option may not be
subject to execution or other similar process.  If Optionee
attempts to alienate, assign, pledge, hypothecate or otherwise
dispose of the Option or any of Optionee's rights hereunder,
except as provided herein, or in the event of any levy or any
attachment, execution or similar process upon the rights or
interests hereby conferred, Corporation may terminate the
Option by notice to Optionee and it shall thereupon become null
and void.

     6.   Termination of Option

          a.   If the Optionee ceases to be a director of the
Corporation for any reason other than death, Disability (as
defined in the Corporation's 1997 Incentive Compensation Plan)
or removal for Cause (as defined in the Corporation's 1997
Incentive Compensation Plan), this Agreement shall terminate
three months after the Optionee ceases to be a director of the
Corporation (unless the Optionee dies during such period) or on
the Option's Termination Date, if earlier, and shall be
exercisable during such period after the Optionee ceases to be
a director of the Corporation only with respect to the number
of Shares which the Optionee was entitled to purchase on the
day preceding the day on which the Optionee ceased to be a
director.

          b.   If the Optionee ceases to be a director of the
Corporation because of removal for Cause, the Option shall
terminate on the date of the Optionee's removal.

          c.   In the event of the Optionee's death or
Disability while a director of the Corporation or the
Optionee's death within three months after the Optionee ceases
to be a director (other than by reason of removal for Cause),
the Option shall terminate upon the earlier to occur of (i) 12
months after the date of the Optionee's death or Disability ,
or (ii) the Option's Termination Date.  The Option shall be
exercisable during such period after the Optionee's death or
Disability with respect to the number of Shares as to which the
Option shall have been exercisable on the date preceding the
Optionee's death or Disability, as the case may be.

     7.   Adjustment to Option.  If the Corporation merges,
consolidates or reorganizes with any other corporation or
corporations, the number and kind of shares of stock or of
other securities to which Optionee will be entitled pursuant to
the transaction shall be substituted for each of the shares of
Common Stock then subject to this Agreement.  If the number of
shares of Common Stock issued and outstanding changes as a
result of any recapitalization, stock dividend, stock split,
combination of shares or other change in the Common Stock, the
number of shares of Common Stock then subject to this Agreement
shall be adjusted in proportion to the change in the
outstanding shares of Common Stock. Upon any such adjustment,
the purchase price of any Option and the shares of Common Stock
issuable pursuant to any Option shall be adjusted to the extent
appropriate in the discretion of the Corporation to provide
Optionee with the same relative rights before and after such
adjustment.

     8.   Change in Control; Retirement.     Notwithstanding
the other provisions of this Agreement, upon a Change in
Control of the Corporation (as defined in the Corporation's
1997 Incentive Compensation Plan) or the retirement of the
director, the Optionee shall have the right to exercise the
Option in full as to all Option Shares subject to the Option.

     9.   Restricted Legend.  Upon exercise of this Option,
each certificate representing the Option Shares shall bear the
following legend:

       The shares represented by this certificate have
       not been registered under the Securities Act of
       1933, as amended (the "Act"), or the securities
       laws of any state.  They may not be offered for
       sale, sold, transferred, pledged, hypothecated or
       otherwise disposed of, and will not be
       transferred on the books and records of the
       Issuer, unless (i) they have been registered
       under the Act and under applicable state
       securities laws or (ii) counsel for the Issuer is
       of the opinion that registration under the Act
       and applicable state securities laws is not
       required.

     10.  Miscellaneous.

          a.   No Rights as Shareholder.       Neither
Optionee, nor any person entitled to exercise Optionee's rights
under this Agreement, shall have any of the rights of a
shareholder regarding the shares of Common Stock subject to the
Option, except to the extent that certificate(s) for such
shares shall have been issued upon the exercise of the Option
as provided herein.

          b.   Captions. The captions and section headings used
herein are for convenience only, shall not be deemed part of
this Agreement and shall not in any way restrict or modify the
context and substance of any section or paragraph of this
Agreement.

          c.   Governing Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of
Delaware, and shall be construed in such a fashion so that the
Option qualifies as property transferred to Optionee in
connection with the performance of services in accordance with
Section 83 of the Internal Revenue Code of 1986 (subject to all
amendments thereto) and the Regulations thereunder.

     IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first above written.

                              VENTAS, INC.


                              By:  /s/ W. Bruce Lunsford
                                     ------------------------
                                       W. Bruce Lunsford

                              Title:  Chairman of the Board
                                      and Chief Executive
                                      Officer

                                   /s/ Douglas Crocker, II
                                   -------------------------
                                       Douglas Crocker, II

EX-4

                                                      Exhibit 4.4
                          VENTAS, INC.
               NONQUALIFIED STOCK OPTION AGREEMENT
               -----------------------------------


     THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement") is
made and entered into as of July 20, 1999 ("Effective Date"), by
and between VENTAS, INC., a Delaware corporation ("Company"), and
Douglas Crocker a non-employee director of the Company
("Optionee").

     RECITALS:
     --------

     A.   Optionee is a member and the Chairman of the
Independent Committee of the Board of Directors of the Company.

     B.   In recognition of the extraordinary time and effort
being expended by the Optionee as a member and Chairman of the
Independent Committee in connection with the global restructuring
of Vencor, Inc., the lessee of substantially all of the Company's
properties, the Company desires to provide the Optionee the
opportunity to invest in shares of the Company's Common Stock,
having a par value $.25 per share ("Common Stock").

     C.   The Company believes that such investment should
increase the personal interest and special efforts of Optionee in
providing for the continued success and progress of the Company.

     AGREEMENT:
     ---------

     NOW, THEREFORE, the parties agree as follows:

     1.   Grant of Option; Option Price.  Company hereby grants
to Optionee the right and option to purchase (the "Option") all
or any part of an aggregate of two hundred thousand (200,000)
shares of Common Stock ("Option Shares"), on the terms and
conditions set forth herein, subject to adjustment as provided in
Section 7, at a purchase price of five and one-sixteenth dollars
($5.0625) ("Option Price").  Company and the Optionee consider
the Option Price to be not less than the Fair Market Value (as
determined by the closing price) of the Common Stock on the date
hereof, which is the date on which the Option was granted to
Optionee (the "Option Date").

     2.   Term of Option.  The Option shall continue for a term
ending ten years from the Option Date ("Termination Date"),
unless sooner terminated as provided in Section 6.

     3.   Option Exercisable Immediately.  Subject to the other
terms and conditions stated herein, the right to exercise the
Option shall vest on the Option Date.

     4.   Conditions to Exercise of the Option.

          (a)  Subject to the provisions of Section 3, Optionee
may exercise the Option by delivering to the Company written
notice ("Notice") of exercise stating the number of Option Shares
for which the Option is being exercised accompanied by payment in
the amount of the Option Price multiplied by the number of shares
for which the Option is being exercised (the "Exercise Price") in
the manner provided in Section 4(b).

          (b)  Company shall accept as payment for the Exercise
Price (i) a check payable to the order of Company, (ii) the
tender of Common Stock (by either actual delivery of Common Stock
or by attestation), (iii) retention of Common Stock which would
otherwise be issued upon Option exercise, (iv) "cashless
exercise" through a third party, (v) a combination of the
foregoing, or (vi) by any other means which the Company
determines.

          (c)  As soon as practicable after receipt of the Notice
and payment of the Exercise Price, Company shall deliver to
Optionee, without transfer or issuance tax or other incidental
expense to Optionee, at the office of Company, or at such other
place as may be mutually acceptable, or, at the election of
Company, by certified mail addressed to Optionee at the
Optionee's address shown in the employment records of Company, a
certificate or certificates for the number of shares of Common
Stock set forth in the Notice and for which Company has received
payment in the manner prescribed herein

          5.   Restrictions on Transfer of Option.  During
Optionee's lifetime, the Option shall be exercisable only by
Optionee, and neither the Option nor any right hereunder shall be
transferable except by will or the laws of descent and
distribution except as provided herein.  The Optionee may
transfer all or part of the Option to (i) "family members" as
defined in the instructions to Form S-8 Registration Statement
under the Securities Act of 1933, as amended (dated February 25,
1999 and effective April 7, 1999) ("Family Members"), (ii) a
trust in which Family Members have more than fifty percent (50%)
of the beneficial interest, (iii) a foundation in which Family
Members or the Optionee control the management of assets or (iv)
any other entity in which Family Members or the Optionee own more
than fifty percent (50%) of the voting interests.  The Option may
not be subject to execution or other similar process.  If
Optionee attempts to alienate, assign, pledge, hypothecate or
otherwise dispose of the Option or any of the Optionee's rights
hereunder, except as provided herein, or in the event of any levy
or any attachment, execution or similar process upon the rights
or interests hereby conferred, Company may terminate the Option
by notice to Optionee and it shall thereupon become null and
void.

     6.   Termination of Option

          (a)  If Optionee ceases to be a director prior to the
Termination Date for any reason other than death, Disability (as
defined in the Company's 1997 Incentive Compensation Plan), or
removal for Cause (as defined in the Company's 1997 Incentive
Compensation Plan), this Agreement shall terminate three months
after the Optionee ceases to be a director of the Company (unless
the Optionee dies within such period) or the Option Termination
Date, which ever is earlier.

          (b)  If Optionee ceases to be a director because of
removal for Cause, the Option, whether or not exercisable, shall
terminate on the date of the Optionee's removal.

          (c)  In the event of the death or Disability of
Optionee while Optionee is a director of the Company or the
Optionee's death within three months after the Optionee ceases to
be a director (other than by removal for Cause), this Option
shall terminate upon the earlier to occur of (i) 12 months after
the date of the Optionee's death or Disability , or (ii) the
Option's Termination Date.


     7.   Adjustment to Option Shares.  If the Company merges,
consolidates or reorganizes with any other corporation or
corporations, the number and kind of shares of stock or of other
securities to which Optionee will be entitled pursuant to the
transaction shall be substituted for each of the shares of Common
Stock then subject to this Agreement.  If the number of shares of
Common Stock issued and outstanding changes as a result of any
recapitalization, stock dividend, stock split, combination of
shares or other change in the Common Stock, the number of shares
of Common Stock then subject to this Agreement shall be adjusted
in proportion to the change in the outstanding shares of Common
Stock. Upon any such adjustment, the purchase price of any Option
and the shares of Common Stock issuable pursuant to any Option
shall be adjusted to the extent appropriate in the discretion of
the Company to provide Optionee with the same relative rights
before and after such adjustment.

     8.   Change in Control.  Upon a Change in Control as defined
in the Company's 1997 Incentive Compensation Plan, the Optionee
may sell the Option back to the Company for an amount generally
equal to the excess of the fair market value of the Option Shares
subject to the Option over the Option Price.

     9.   Miscellaneous.

          (a)  Neither Optionee, nor any person entitled to
exercise Optionee's rights hereunder, shall have any of the
rights of a stockholder regarding the shares of Common Stock
subject to the Option, except to the extent that certificate(s)
for such shares shall have been issued upon the exercise of the
Option as provided herein.

          (b)  The captions and section headings used herein are
for convenience only, shall not be deemed part of this Agreement
and shall not in any way restrict or modify the context and
substance of any section or paragraph of this Agreement.

          (c)  This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Delaware.

     IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.


                              VENTAS, INC.


                              By:---------------------------
                              Title:------------------------
                                      ("Company")

                               /s/ Douglas Crocker, II
                               -----------------------------
                                     ("Optionee")

EX-4

                                                      Exhibit 4.5
                          VENTAS, INC.
               NONQUALIFIED STOCK OPTION AGREEMENT
               -----------------------------------


     THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement") is
made and entered into as of February 24, 2000, by and between
VENTAS, INC., a Delaware corporation ("Company"), and DOUGLAS
CROCKER II, a director of the Company ("Optionee").

     RECITALS:
     --------

     A.   The Company recognizes the extraordinary time and
effort required of directors for the Company during 1999 and
2000.

     B.   Company believes that the opportunity for investment in
Company's shares of common stock, having a par value $.25 per
share ("Common Stock") should increase the personal interest and
special efforts of Optionee in providing for the continued
success and progress of the Company.

     AGREEMENT:
     ---------

     NOW, THEREFORE, the parties agree as follows:

     1.   Grant of Option; Option Price.  Company hereby grants
to Optionee, as a matter of separate inducement and agreement in
connection with his being a director of the Company (and not in
lieu of any salary or other compensation for Optionee's services)
the right and option to purchase (the "Option") all or any part
of an aggregate of Four Thousand (4,000) shares of Common Stock
("Option Shares") on the terms and conditions set forth herein,
subject to adjustment as provided in Section 7, at a purchase
price of three and five-sixteenths dollars ($3.3125).  The
Company and Optionee consider the Option Price to be not less
than the fair market value of the Common Stock on the date
hereof, which is the date on which the Option was granted to
Optionee ("Option Date").

     2.   Term and Time of Exercise of the Option.  The Option
shall commence on the date hereof and continue for a term ending
ten years from the Option Date ("Termination Date"), unless
sooner terminated as provided in Section 6.

     3.   Option Exercisable in Installments.  Subject to the
other terms and conditions stated herein, the right to exercise
the Option shall accrue in installments as follows:

          (a)  First Installment.  Commencing on the Option Date,
Optionee may exercise the Option for up to 50 percent of the
number of Option Shares.

          (b)  Second Installment.  Commencing on the first
anniversary of the Option Date, the Option may be fully exercised
to the extent that it has not previously been exercised.
Notwithstanding the foregoing, upon a Change of Control as
defined in the 1997 Stock Option Plan for Non-Employee Directors,
Optionee shall have the right to exercise the Option in full as
to all Option Shares.

     4.   Conditions to Exercise of the Option.

          (a)  Exercise of Option.  Subject to the provisions of
Section 3, Optionee may exercise the Option by delivering to the
Company written notice ("Notice") of exercise stating the number
of Option Shares for which the Option is being exercised
accompanied by payment in the amount of the Option Price
multiplied by the number of shares for which the Option is being
exercised (the "Exercise Price") in the manner provided in
Section 4(b).

          (b)  Payment of Exercise Price.  Company shall accept
as payment for the Exercise Price (a) a check payable to the
order of Company, (b) the tender of Common Stock (by either
actual delivery of Common Stock or by attestation) provided such
Common Stock has been held by Optionee for at least six months
prior to tender, (c) "cashless exercise" through a third party in
a transaction independent of the Company and properly structured
to avoid any adverse accounting consequences to the Company,
(d) a combination of the foregoing, or (e) by any other means
which the Company determines.

          (c)  Delivery of Shares on Exercise.  As soon as
practicable after receipt of the Notice and payment of the
Exercise Price, Company shall deliver to Optionee, without
transfer or issuance tax or other incidental expense to Optionee,
at the office of Company, or at such other place as may be
mutually acceptable, or, at the election of Company, by certified
mail addressed to Optionee at the Optionee's address shown in the
records of Company, a certificate or certificates for the number
of shares of Common Stock set forth in the Notice and for which
Company has received payment in the manner prescribed herein.
Company may postpone such delivery until it receives satisfactory
proof that the issuance or transfer of such shares will not
violate any of the provisions of the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, any
rules or regulations of the Securities and Exchange Commission
promulgated thereunder, or the requirements of applicable state
law relating to authorization, issuance or sale of securities, or
until there has been compliance with the provisions of such acts
or rules.  If Optionee fails to accept delivery of all or any
part of the number of shares of Common Stock specified in such
notice upon tender of delivery thereof, his right to exercise the
Option for such undelivered shares may be terminated by the
Company.

     5.   Restrictions on Transfer of Option.

          (a)  Except as provided in Section 5(b), the Option
shall be exercisable during Optionee's lifetime only by Optionee,
and neither the Option nor any right hereunder shall be
transferable except by will or the laws of descent and
distribution.  The Option may not be subject to execution or
other similar process.  If Optionee attempts to alienate, assign,
pledge, hypothecate or otherwise dispose of the Option or any of
the Optionee's rights hereunder, except as provided herein or in
Section 5(b), or in the event of any levy or any attachment,
execution or similar process upon the rights or interests hereby
conferred, Company may terminate the Option by notice to Optionee
and it shall thereupon become null and void.

          (b)  Optionee may, subject to any restrictions under
Section 16(b) of the Exchange Act, transfer all rights under this
Agreement to (i) Optionee's spouse or lineal descendants
("Immediate Family Members"), (ii) a trust or trusts for the
exclusive benefit of such Optionee and his Immediate Family
Members, or (iii) a partnership or limited liability company in
which such Optionee and his Immediate Family Members are the only
partners or members, as applicable; provided that (a) any such
transfer must be without any consideration to Optionee for such
transfer, and (b) all subsequent transfers of any rights under
this Agreement shall be prohibited other than by bequest or the
laws of descent and distribution.  Following any such transfer,
this Agreement shall continue to be subject to the same terms and
conditions as were applicable immediately prior to transfer,
provided that for purposes of this Agreement (excluding Section 6
hereof) the term "Optionee" shall be deemed to refer to the
transferee.  Any rights to exercise the Option transferred
hereunder shall be exercisable by the transferee only to the
extent, and for the periods, specified in this Agreement.

     6.   Termination of Option.

          (a)  If the Optionee ceases to be a director of the
Company for any reason other than removal for Cause, this
Agreement shall terminate one year after the Optionee ceases to
be a director of the Company (unless the Optionee dies during
such period) or on the Option's expiration date, if earlier, and
shall be exercisable during such period after the Optionee ceases
to be a director of the Company with respect to the number of
Shares which the Optionee would be entitled to purchase as though
he continued to be a director of the Company.

          (b)  If the Optionee ceases to be a director of the
Company because of removal for Cause, the Option shall terminate
on the date of the Optionee's removal.

     7.   Adjustment to Option.  The Option shall be subject to
adjustment as provided in the same manner as options under the
1997 Stock Option Plan for Non-Employee Directors.

     8.   Miscellaneous.

          (a)  No Rights as Stockholder.  Neither Optionee, nor
any person entitled to exercise Optionee's rights under this
Agreement, shall have any of the rights of a shareholder
regarding the shares of Common Stock subject to the Option,
except after the exercise of the Option as provided herein.

          (b)  Terms and Conditions.  Except as specifically
provided otherwise herein, this Agreement is and shall be in all
respects subject to terms and conditions of the 1997 Stock Option
Plan for Non-Employee Directors in the same manner as if the
Options were granted as Options under the 1997 Stock Option Plan
for Non-Employee Directors, a copy of which Optionee acknowledges
receiving prior to the execution hereof.

          (c)  Captions.  The captions and section headings used
herein are for convenience only, shall not be deemed part of this
Agreement and shall not in any way restrict or modify the context
and substance of any section or paragraph of this Agreement.

          (d)  Governing Law.  This Agreement shall be governed
by, and construed in accordance with, the laws of the State of
Delaware, and shall be construed in such a fashion so that the
Option qualifies as property transferred to Optionee in
connection with the performance of services in accordance with
Section 83 of the Internal Revenue Code of 1986 (subject to all
amendments thereto) and the Regulations thereunder.

     IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.

                              VENTAS, INC.


                              By:-------------------------
                                        ("Company")


                              /s/ Douglas Crocker, II
                              ----------------------------
                                  Douglas Crocker II

EX-4

                                                    Exhibit 4.6
                         VENTAS, INC.
              NONQUALIFIED STOCK OPTION AGREEMENT
              -----------------------------------


     THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement") is
made and entered into as of this 1st day of May 1998, by and
between VENTAS, INC., a Delaware corporation ("Corporation"),
and RONALD G. GEARY, a non-employee director of the Corporation
("Optionee").

     RECITALS:
     --------

     A.   Corporation desires to grant to Optionee the right
and option to purchase shares of common stock of the
Corporation in order to promote the interests of Corporation,
and its stockholders by enabling non-employee directors, such
as Optionee, to invest in Corporation's shares of common stock,
having a par value of $.25 per share ("Common Stock").

     B.   Corporation believes that such investment should
increase the personal interest and special efforts of Optionee
in providing for the continued success and progress of
Corporation and should enhance the efforts of the Corporation
to attract and retain a high caliber of non-employee directors.

     AGREEMENT:
     ---------

     NOW, THEREFORE, the parties agree as follows:

     1.       Grant of the Option; Option Price.  Corporation
hereby grants to Optionee, as a matter of separate inducement
and agreement in connection with Optionee being a non-employee
director of the Corporation (and not in lieu of any salary or
other compensation for Optionee's services) the right and
option to purchase (the "Option") all or any part of an
aggregate of 5,000 shares of Common Stock ("Option Shares") on
the terms and conditions set forth herein, subject to
adjustment as provided in Section 7, at a purchase price of
$17.25 per share ("Option Price").  Corporation and Optionee
consider the Option Price to be not less than the Fair Market
Value (as determined by the closing price) of the Common Stock
on the date hereof, which is the date on which the Option was
granted to Optionee ("Option Date").

     2.   Term and Time of Exercise of the Option.  The Option
shall commence on the date hereof and continue for a term
ending ten years from the Option Date ("Termination Date"),
unless sooner terminated as provided in Section 6.

     3.   Option Exercisable in Installments.  Subject to the
other terms and conditions stated herein, the right to exercise
the Option shall accrue in installments as follows.

          a.   First Installment.  Commencing one year after
the Option Date, Optionee may exercise the Option for up to 25
percent of the number of Option Shares.
          b.   Second Installment.  Commencing two years after
the Option Date, Optionee may exercise the Option for up to 50
percent of the Option Shares, less the number of Option Shares
for which the Optionee has already exercised the Option.

          c.   Third Installment.  Commencing three years after
the Option Date, Optionee may exercise the Option for up to 75
percent of the Option Shares, less the number of Option Shares
for which the Optionee has already exercised the Option.

          d.   Fourth Installment.  Commencing four years after the
               Option Date, the
 Option may be fully exercised to the extent that it has not
previously been exercised.

     4.   Conditions to Exercise of the Option.

          a.   Exercise of the Option.   Subject to the
provisions of Section 3, Optionee may exercise the Option by
delivering to Corporation written notice ("Notice") of exercise
stating the number of Option Shares for which the Option is
being exercised accompanied by payment of the Option Price
multiplied by the number of shares for which the Option is
being exercised (the "Exercise Price") in the manner provided
in Section 4(b).

          b.   Payment of the Option Price.     Corporation
shall accept as payment for the Exercise Price a check payable
to the order of Corporation, or in any other form acceptable to
Corporation.

          c.   Delivery of Shares on Exercise.    As soon as
practicable after receipt of such notice and payment of the
Exercise Price, Corporation shall deliver to Optionee, without
transfer or issuance tax or other incidental expense to
Optionee, at the office of Corporation, or at such other place
as may be mutually acceptable, or, at the election of
Corporation, by certified mail addressed to Optionee at
Optionee's address shown in the records of Corporation, a
certificate or certificates for the number of shares of Common
Stock set forth in the Notice and for which Corporation has
received payment in the manner prescribed herein.  Corporation
may postpone such delivery until it receives satisfactory proof
that the issuance or transfer of such shares will not violate
any of the provisions of the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended,
any rules or regulations of the Securities and Exchange
Commission promulgated thereunder, or the requirements of
applicable state law relating to authorization, issuance or
sale of securities, or until there has been compliance with the
provisions of such acts or rules.  If Optionee fails to accept
delivery of all or any part of the number of shares of Common
Stock specified in such notice upon tender of delivery thereof,
Optionee's right to exercise the Option for such undelivered
shares may be terminated by Corporation.

          5.   Option Not Transferable Except in Event of
Death.  During Optionee's lifetime, the Option shall be
exercisable only by Optionee, and neither the Option nor any
rights hereunder shall be transferable except by will or the
laws of descent and distribution.  The Option may not be
subject to execution or other similar process.  If Optionee
attempts to alienate, assign, pledge, hypothecate or otherwise
dispose of the Option or any of Optionee's rights hereunder,
except as provided herein, or in the event of any levy or any
attachment, execution or similar process upon the rights or
interests hereby conferred, Corporation may terminate the
Option by notice to Optionee and it shall thereupon become null
and void.

     6.   Termination of Option

          a.   If the Optionee ceases to be a director of the
Corporation for any reason other than death, Disability (as
defined in the Corporation's 1997 Incentive Compensation Plan)
or removal for Cause (as defined in the Corporation's 1997
Incentive Compensation Plan), this Agreement shall terminate
three months after the Optionee ceases to be a director of the
Corporation (unless the Optionee dies during such period) or on
the Option's Termination Date, if earlier, and shall be
exercisable during such period after the Optionee ceases to be
a director of the Corporation only with respect to the number
of Shares which the Optionee was entitled to purchase on the
day preceding the day on which the Optionee ceased to be a
director.

          b.   If the Optionee ceases to be a director of the
Corporation because of removal for Cause, the Option shall
terminate on the date of the Optionee's removal.

          c.   In the event of the Optionee's death or
Disability while a director of the Corporation or the
Optionee's death within three months after the Optionee ceases
to be a director (other than by reason of removal for Cause),
the Option shall terminate upon the earlier to occur of (i) 12
months after the date of the Optionee's death or Disability ,
or (ii) the Option's Termination Date.  The Option shall be
exercisable during such period after the Optionee's death or
Disability with respect to the number of Shares as to which the
Option shall have been exercisable on the date preceding the
Optionee's death or Disability, as the case may be.

     7.   Adjustment to Option.  If the Corporation merges,
consolidates or reorganizes with any other corporation or
corporations, the number and kind of shares of stock or of
other securities to which Optionee will be entitled pursuant to
the transaction shall be substituted for each of the shares of
Common Stock then subject to this Agreement.  If the number of
shares of Common Stock issued and outstanding changes as a
result of any recapitalization, stock dividend, stock split,
combination of shares or other change in the Common Stock, the
number of shares of Common Stock then subject to this Agreement
shall be adjusted in proportion to the change in the
outstanding shares of Common Stock. Upon any such adjustment,
the purchase price of any Option and the shares of Common Stock
issuable pursuant to any Option shall be adjusted to the extent
appropriate in the discretion of the Corporation to provide
Optionee with the same relative rights before and after such
adjustment.

     8.   Change in Control; Retirement.     Notwithstanding
the other provisions of this Agreement, upon a Change in
Control of the Corporation (as defined in the Corporation's
1997 Incentive Compensation Plan) or the retirement of the
director, the Optionee shall have the right to exercise the
Option in full as to all Option Shares subject to the Option.

     9.   Restricted Legend.  Upon exercise of this Option,
each certificate representing the Option Shares shall bear the
following legend:

       The shares represented by this certificate have
       not been registered under the Securities Act of
       1933, as amended (the "Act"), or the securities
       laws of any state.  They may not be offered for
       sale, sold, transferred, pledged, hypothecated or
       otherwise disposed of, and will not be
       transferred on the books and records of the
       Issuer, unless (i) they have been registered
       under the Act and under applicable state
       securities laws or (ii) counsel for the Issuer is
       of the opinion that registration under the Act
       and applicable state securities laws is not
       required.

     10.  Miscellaneous.

          a.   No Rights as Shareholder.       Neither
Optionee, nor any person entitled to exercise Optionee's rights
under this Agreement, shall have any of the rights of a
shareholder regarding the shares of Common Stock subject to the
Option, except to the extent that certificate(s) for such
shares shall have been issued upon the exercise of the Option
as provided herein.

          b.   Captions. The captions and section headings used
herein are for convenience only, shall not be deemed part of
this Agreement and shall not in any way restrict or modify the
context and substance of any section or paragraph of this
Agreement.

          c.   Governing Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of
Delaware, and shall be construed in such a fashion so that the
Option qualifies as property transferred to Optionee in
connection with the performance of services in accordance with
Section 83 of the Internal Revenue Code of 1986 (subject to all
amendments thereto) and the Regulations thereunder.

     IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first above written.

                              VENTAS, INC.

                              By:/s/ W. Bruce Lundsford
                                 -------------------------
                                     W. Bruce Lunsford

                              Title: Chairman of the Board
                                     and Chief Executive

                              /s/Ronald G. Geary
                              -----------------------------
                                 Ronald G. Geary

                                  ("Optionee")

EX-4

                                                    Exhibit 4.7
                         VENTAS, INC.
              NONQUALIFIED STOCK OPTION AGREEMENT
              -----------------------------------


     THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement") is
made and entered into as of this 11th day of September 1998, by
and between VENTAS, INC., a Delaware corporation
("Corporation"), and RONALD G. GEARY, a non-employee director
of the Corporation ("Optionee").

     RECITALS:
     --------

     A.   Corporation desires to grant to Optionee the right
and option to purchase shares of common stock of the
Corporation in order to promote the interests of Corporation,
and its stockholders by enabling non-employee directors, such
as Optionee, to invest in Corporation's shares of common stock,
having a par value of $.25 per share ("Common Stock").

     B.   Corporation believes that such investment should
increase the personal interest and special efforts of Optionee
in providing for the continued success and progress of
Corporation and should enhance the efforts of the Corporation
to attract and retain a high caliber of non-employee directors.


     AGREEMENT:
     ---------

     NOW, THEREFORE, the parties agree as follows:

     1.       Grant of the Option; Option Price.  Corporation
hereby grants to Optionee, as a matter of separate inducement
and agreement in connection with Optionee being a non-employee
director of the Corporation (and not in lieu of any salary or
other compensation for Optionee's services) the right and
option to purchase (the "Option") all or any part of an
aggregate of 5,000 shares of Common Stock ("Option Shares") on
the terms and conditions set forth herein, subject to
adjustment as provided in Section 7, at a purchase price of
$10.8125 per share ("Option Price").  Corporation and Optionee
consider the Option Price to be not less than the Fair Market
Value (as determined by the closing price) of the Common Stock
on the date hereof, which is the date on which the Option was
granted to Optionee ("Option Date").

     2.   Term and Time of Exercise of the Option.  The Option
shall commence on the date hereof and continue for a term
ending ten years from the Option Date ("Termination Date"),
unless sooner terminated as provided in Section 6.

     3.   Option Exercisable in Installments.  Subject to the
other terms and conditions stated herein, the right to exercise
the Option shall accrue in installments as follows.

          a.   First Installment.  Commencing one year after
the Option Date, Optionee may exercise the Option for up to 25
percent of the number of Option Shares.

          b.   Second Installment.  Commencing two years after
the Option Date, Optionee may exercise the Option for up to 50
percent of the Option Shares, less the number of Option Shares
for which the Optionee has already exercised the Option.

          c.   Third Installment.  Commencing three years after
the Option Date, Optionee may exercise the Option for up to 75
percent of the Option Shares, less the number of Option Shares
for which the Optionee has already exercised the Option.

          d.   Fourth Installment.  Commencing four years after
the Option Date, the Option may be fully exercised to the extent
that it has not previously been exercised.

     4.   Conditions to Exercise of the Option.

          a.   Exercise of the Option.  Subject to the
provisions of Section 3, Optionee may exercise the Option by
delivering to Corporation written notice ("Notice") of exercise
stating the number of Option Shares for which the Option is
being exercised accompanied by payment of the Option Price
multiplied by the number of shares for which the Option is
being exercised (the "Exercise Price") in the manner provided
in Section 4(b).

          b.   Payment of the Option Price.  Corporation
shall accept as payment for the Exercise Price a check payable
to the order of Corporation, or in any other form acceptable to
Corporation.

          c.   Delivery of Shares on Exercise. As soon as
practicable after receipt of such notice and payment of the
Exercise Price, Corporation shall deliver to Optionee, without
transfer or issuance tax or other incidental expense to
Optionee, at the office of Corporation, or at such other place
as may be mutually acceptable, or, at the election of
Corporation, by certified mail addressed to Optionee at
Optionee's address shown in the records of Corporation, a
certificate or certificates for the number of shares of Common
Stock set forth in the Notice and for which Corporation has
received payment in the manner prescribed herein.  Corporation
may postpone such delivery until it receives satisfactory proof
that the issuance or transfer of such shares will not violate
any of the provisions of the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended,
any rules or regulations of the Securities and Exchange
Commission promulgated thereunder, or the requirements of
applicable state law relating to authorization, issuance or
sale of securities, or until there has been compliance with the
provisions of such acts or rules.  If Optionee fails to accept
delivery of all or any part of the number of shares of Common
Stock specified in such notice upon tender of delivery thereof,
Optionee's right to exercise the Option for such undelivered
shares may be terminated by Corporation.

          5.   Option Not Transferable Except in Event of
Death.  During Optionee's lifetime, the Option shall be
exercisable only by Optionee, and neither the Option nor any
rights hereunder shall be transferable except by will or the
laws of descent and distribution.  The Option may not be
subject to execution or other similar process.  If Optionee
attempts to alienate, assign, pledge, hypothecate or otherwise
dispose of the Option or any of Optionee's rights hereunder,
except as provided herein, or in the event of any levy or any
attachment, execution or similar process upon the rights or
interests hereby conferred, Corporation may terminate the
Option by notice to Optionee and it shall thereupon become null
and void.

     6.   Termination of Option

          a.   If the Optionee ceases to be a director of the
Corporation for any reason other than death, Disability (as
defined in the Corporation's 1997 Incentive Compensation Plan)
or removal for Cause (as defined in the Corporation's 1997
Incentive Compensation Plan), this Agreement shall terminate
three months after the Optionee ceases to be a director of the
Corporation (unless the Optionee dies during such period) or on
the Option's Termination Date, if earlier, and shall be
exercisable during such period after the Optionee ceases to be
a director of the Corporation only with respect to the number
of Shares which the Optionee was entitled to purchase on the
day preceding the day on which the Optionee ceased to be a
director.

          b.   If the Optionee ceases to be a director of the
Corporation because of removal for Cause, the Option shall
terminate on the date of the Optionee's removal.

          c.   In the event of the Optionee's death or
Disability while a director of the Corporation or the
Optionee's death within three months after the Optionee ceases
to be a director (other than by reason of removal for Cause),
the Option shall terminate upon the earlier to occur of (i) 12
months after the date of the Optionee's death or Disability ,
or (ii) the Option's Termination Date.  The Option shall be
exercisable during such period after the Optionee's death or
Disability with respect to the number of Shares as to which the
Option shall have been exercisable on the date preceding the
Optionee's death or Disability, as the case may be.

     7.   Adjustment to Option.  If the Corporation merges,
consolidates or reorganizes with any other corporation or
corporations, the number and kind of shares of stock or of
other securities to which Optionee will be entitled pursuant to
the transaction shall be substituted for each of the shares of
Common Stock then subject to this Agreement.  If the number of
shares of Common Stock issued and outstanding changes as a
result of any recapitalization, stock dividend, stock split,
combination of shares or other change in the Common Stock, the
number of shares of Common Stock then subject to this Agreement
shall be adjusted in proportion to the change in the
outstanding shares of Common Stock. Upon any such adjustment,
the purchase price of any Option and the shares of Common Stock
issuable pursuant to any Option shall be adjusted to the extent
appropriate in the discretion of the Corporation to provide
Optionee with the same relative rights before and after such
adjustment.

     8.   Change in Control; Retirement.  Notwithstanding
the other provisions of this Agreement, upon a Change in
Control of the Corporation (as defined in the Corporation's
1997 Incentive Compensation Plan) or the retirement of the
director, the Optionee shall have the right to exercise the
Option in full as to all Option Shares subject to the Option.

     9.   Restricted Legend.  Upon exercise of this Option,
each certificate representing the Option Shares shall bear the
following legend:

       The shares represented by this certificate have
       not been registered under the Securities Act of
       1933, as amended (the "Act"), or the securities
       laws of any state.  They may not be offered for
       sale, sold, transferred, pledged, hypothecated or
       otherwise disposed of, and will not be
       transferred on the books and records of the
       Issuer, unless (i) they have been registered
       under the Act and under applicable state
       securities laws or (ii) counsel for the Issuer is
       of the opinion that registration under the Act
       and applicable state securities laws is not
       required.

     10.  Miscellaneous.

          a.   No Rights as Shareholder.  Neither
Optionee, nor any person entitled to exercise Optionee's rights
under this Agreement, shall have any of the rights of a
shareholder regarding the shares of Common Stock subject to the
Option, except to the extent that certificate(s) for such
shares shall have been issued upon the exercise of the Option
as provided herein.

          b.   Captions. The captions and section headings used
herein are for convenience only, shall not be deemed part of
this Agreement and shall not in any way restrict or modify the
context and substance of any section or paragraph of this
Agreement.

          c.   Governing Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of
Delaware, and shall be construed in such a fashion so that the
Option qualifies as property transferred to Optionee in
connection with the performance of services in accordance with
Section 83 of the Internal Revenue Code of 1986 (subject to all
amendments thereto) and the Regulations thereunder.

     IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first above written.

                              VENTAS, INC.


                              By:  /s/ W. Bruce Lunsford
                                   ---------------------
                                       W. Bruce Lunsford

                              Title:  Chairman of the Board
                                      and Chief Executive
                                      Officer

                                   /s/ Ronald G. Geary
                                   ------------------------
                                   Ronald G. Geary

EX-4

                                                Exhibit 4.8
                       VENTAS, INC.
            NONQUALIFIED STOCK OPTION AGREEMENT
            -----------------------------------


     THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement")
is made and entered into as of July 20, 1999 ("Effective
Date"), by and between VENTAS, INC., a Delaware corporation
("Company"), and Ronald G. Geary, a non-employee director
of the Company ("Optionee").

     RECITALS:
     --------

     A.   Optionee is a member of the Independent Committee
of the Board of Directors of the Company.

     B.   In recognition of the extraordinary time and
effort being expended by the Optionee as a member of the
Independent Committee in connection with the global
restructuring of Vencor, Inc., the lessee of substantially
all of the Company's properties, the Company desires to
provide the Optionee the opportunity to invest in shares of
the Company's Common Stock, having a par value $.25 per
share ("Common Stock").

     C.   The Company believes that such investment should
increase the personal interest and special efforts of
Optionee in providing for the continued success and
progress of the Company.

     AGREEMENT:
     ---------

     NOW, THEREFORE, the parties agree as follows:

     1.   Grant of Option; Option Price.  Company hereby
grants to Optionee the right and option to purchase (the
"Option") all or any part of an aggregate of one hundred
thousand (100,000) shares of Common Stock ("Option
Shares"), on the terms and conditions set forth herein,
subject to adjustment as provided in Section 7, at a
purchase price of five and one-sixteenth dollars ($5.0625)
("Option Price").  Company and the Optionee consider the
Option Price to be not less than the Fair Market Value (as
determined by the closing price) of the Common Stock on the
date hereof, which is the date on which the Option was
granted to Optionee (the "Option Date").

     2.   Term of Option.  The Option shall continue for a
term ending ten years from the Option Date ("Termination
Date"), unless sooner terminated as provided in Section 6.

     3.   Option Exercisable Immediately.  Subject to the
other terms and conditions stated herein, the right to
exercise the Option shall vest on the Option Date.

     4.   Conditions to Exercise of the Option.

          (a)  Subject to the provisions of Section 3,
Optionee may exercise the Option by delivering to the
Company written notice ("Notice") of exercise stating the
number of Option Shares for which the Option is being
exercised accompanied by payment in the amount of the
Option Price multiplied by the number of shares for which
the Option is being exercised (the "Exercise Price") in the
manner provided in Section 4(b).

          (b)  Company shall accept as payment for the
Exercise Price (i) a check payable to the order of Company,
(ii) the tender of Common Stock (by either actual delivery
of Common Stock or by attestation), (iii) retention of
Common Stock which would otherwise be issued upon Option
exercise, (iv) "cashless exercise" through a third party,
(v) a combination of the foregoing, or (vi) by any other
means which the Company determines.

          (c)  As soon as practicable after receipt of the
Notice and payment of the Exercise Price, Company shall
deliver to Optionee, without transfer or issuance tax or
other incidental expense to Optionee, at the office of
Company, or at such other place as may be mutually
acceptable, or, at the election of Company, by certified
mail addressed to Optionee at the Optionee's address shown
in the employment records of Company, a certificate or
certificates for the number of shares of Common Stock set
forth in the Notice and for which Company has received
payment in the manner prescribed herein

          5.   Restrictions on Transfer of Option.  During
Optionee's lifetime, the Option shall be exercisable only
by Optionee, and neither the Option nor any right hereunder
shall be transferable except by will or the laws of descent
and distribution except as provided herein.  The Optionee
may transfer all or part of the Option to (i) "family
members" as defined in the instructions to Form S-8
Registration Statement under the Securities Act of 1933, as
amended (dated February 25, 1999 and effective April 7,
1999) ("Family Members"), (ii) a trust in which Family
Members have more than fifty percent (50%) of the
beneficial interest, (iii) a foundation in which Family
Members or the Optionee control the management of assets or
(iv) any other entity in which Family Members or the
Optionee own more than fifty percent (50%) of the voting
interests.  The Option may not be subject to execution or
other similar process.  If Optionee attempts to alienate,
assign, pledge, hypothecate or otherwise dispose of the
Option or any of the Optionee's rights hereunder, except as
provided herein, or in the event of any levy or any
attachment, execution or similar process upon the rights or
interests hereby conferred, Company may terminate the
Option by notice to Optionee and it shall thereupon become
null and void.

     6.   Termination of Option

          (a)  If Optionee ceases to be a director prior to
the Termination Date for any reason other than death,
Disability (as defined in the Company's 1997 Incentive
Compensation Plan), or removal for Cause (as defined in the
Company's 1997 Incentive Compensation Plan), this Agreement
shall terminate three months after the Optionee ceases to
be a director of the Company (unless the Optionee dies
within such period) or the Option Termination Date, which
ever is earlier.

          (b)  If Optionee ceases to be a director because
of removal for Cause, the Option, whether or not
exercisable, shall terminate on the date of the Optionee's
removal.

          (c)  In the event of the death or Disability of
Optionee while Optionee is a director of the Company or the
Optionee's death within three months after the Optionee
ceases to be a director (other than by removal for Cause),
this Option shall terminate upon the earlier to occur of
(i) 12 months after the date of the Optionee's death or
Disability , or (ii) the Option's Termination Date.


     7.   Adjustment to Option Shares.  If the Company
merges, consolidates or reorganizes with any other
corporation or corporations, the number and kind of shares
of stock or of other securities to which Optionee will be
entitled pursuant to the transaction shall be substituted
for each of the shares of Common Stock then subject to this
Agreement.  If the number of shares of Common Stock issued
and outstanding changes as a result of any
recapitalization, stock dividend, stock split, combination
of shares or other change in the Common Stock, the number
of shares of Common Stock then subject to this Agreement
shall be adjusted in proportion to the change in the
outstanding shares of Common Stock. Upon any such
adjustment, the purchase price of any Option and the shares
of Common Stock issuable pursuant to any Option shall be
adjusted to the extent appropriate in the discretion of the
Company to provide Optionee with the same relative rights
before and after such adjustment.

     8.   Change in Control.  Upon a Change in Control as
defined in the Company's 1997 Incentive Compensation Plan,
the Optionee may sell the Option back to the Company for an
amount generally equal to the excess of the fair market
value of the Option Shares subject to the Option over the
Option Price.

     9.   Miscellaneous.

          (a)  Neither Optionee, nor any person entitled to
exercise Optionee's rights hereunder, shall have any of the
rights of a stockholder regarding the shares of Common
Stock subject to the Option, except to the extent that
certificate(s) for such shares shall have been issued upon
the exercise of the Option as provided herein.

          (b)  The captions and section headings used
herein are for convenience only, shall not be deemed part
of this Agreement and shall not in any way restrict or
modify the context and substance of any section or
paragraph of this Agreement.

          (c)  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of
Delaware.

     IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first above written.



                              VENTAS, INC.


                              By: ----------------------

                              Title: -------------------
                                       ("Company")

                              /s/ Ronald G. Geary
                              --------------------------
                                       ("Optionee")

EX-4

                                                      Exhibit 4.9
                          VENTAS, INC.
               NONQUALIFIED STOCK OPTION AGREEMENT
               -----------------------------------


     THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement") is
made and entered into as of February 24, 2000, by and between
VENTAS, INC., a Delaware corporation ("Company"), and RONALD G.
GEARY, a director of the Company ("Optionee").

     RECITALS:
     --------

     A.   The Company recognizes the extraordinary time and
effort required of directors for the Company during 1999 and
2000.

     B.   Company believes that the opportunity for investment in
Company's shares of common stock, having a par value $.25 per
share ("Common Stock") should increase the personal interest and
special efforts of Optionee in providing for the continued
success and progress of the Company.

     AGREEMENT:
     ---------

     NOW, THEREFORE, the parties agree as follows:

     1.   Grant of Option; Option Price.  Company hereby grants
to Optionee, as a matter of separate inducement and agreement in
connection with his being a director of the Company (and not in
lieu of any salary or other compensation for Optionee's services)
the right and option to purchase (the "Option") all or any part
of an aggregate of Four Thousand (4,000) shares of Common Stock
("Option Shares") on the terms and conditions set forth herein,
subject to adjustment as provided in Section 7, at a purchase
price of three and five-sixteenths dollars ($3.3125).  The
Company and Optionee consider the Option Price to be not less
than the fair market value of the Common Stock on the date
hereof, which is the date on which the Option was granted to
Optionee ("Option Date").

     2.   Term and Time of Exercise of the Option.  The Option
shall commence on the date hereof and continue for a term ending
ten years from the Option Date ("Termination Date"), unless
sooner terminated as provided in Section 6.

     3.   Option Exercisable in Installments.  Subject to the
other terms and conditions stated herein, the right to exercise
the Option shall accrue in installments as follows:

          (a)  First Installment.  Commencing on the Option Date,
Optionee may exercise the Option for up to 50 percent of the
number of Option Shares.

          (b)  Second Installment.  Commencing on the first
anniversary of the Option Date, the Option may be fully exercised
to the extent that it has not previously been exercised.
Notwithstanding the foregoing, upon a Change of Control as
defined in the 1997 Stock Option Plan for Non-Employee Directors,
Optionee shall have the right to exercise the Option in full as
to all Option Shares.

     4.   Conditions to Exercise of the Option.

          (a)  Exercise of Option.  Subject to the provisions of
Section 3, Optionee may exercise the Option by delivering to the
Company written notice ("Notice") of exercise stating the number
of Option Shares for which the Option is being exercised
accompanied by payment in the amount of the Option Price
multiplied by the number of shares for which the Option is being
exercised (the "Exercise Price") in the manner provided in
Section 4(b).

          (b)  Payment of Exercise Price.  Company shall accept
as payment for the Exercise Price (a) a check payable to the
order of Company, (b) the tender of Common Stock (by either
actual delivery of Common Stock or by attestation) provided such
Common Stock has been held by Optionee for at least six months
prior to tender, (c) "cashless exercise" through a third party in
a transaction independent of the Company and properly structured
to avoid any adverse accounting consequences to the Company,
(d) a combination of the foregoing, or (e) by any other means
which the Company determines.

          (c)  Delivery of Shares on Exercise.  As soon as
practicable after receipt of the Notice and payment of the
Exercise Price, Company shall deliver to Optionee, without
transfer or issuance tax or other incidental expense to Optionee,
at the office of Company, or at such other place as may be
mutually acceptable, or, at the election of Company, by certified
mail addressed to Optionee at the Optionee's address shown in the
records of Company, a certificate or certificates for the number
of shares of Common Stock set forth in the Notice and for which
Company has received payment in the manner prescribed herein.
Company may postpone such delivery until it receives satisfactory
proof that the issuance or transfer of such shares will not
violate any of the provisions of the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, any
rules or regulations of the Securities and Exchange Commission
promulgated thereunder, or the requirements of applicable state
law relating to authorization, issuance or sale of securities, or
until there has been compliance with the provisions of such acts
or rules.  If Optionee fails to accept delivery of all or any
part of the number of shares of Common Stock specified in such
notice upon tender of delivery thereof, his right to exercise the
Option for such undelivered shares may be terminated by the
Company.

     5.   Restrictions on Transfer of Option.

          (a)  Except as provided in Section 5(b), the Option
shall be exercisable during Optionee's lifetime only by Optionee,
and neither the Option nor any right hereunder shall be
transferable except by will or the laws of descent and
distribution.  The Option may not be subject to execution or
other similar process.  If Optionee attempts to alienate, assign,
pledge, hypothecate or otherwise dispose of the Option or any of
the Optionee's rights hereunder, except as provided herein or in
Section 5(b), or in the event of any levy or any attachment,
execution or similar process upon the rights or interests hereby
conferred, Company may terminate the Option by notice to Optionee
and it shall thereupon become null and void.

          (b)  Optionee may, subject to any restrictions under
Section 16(b) of the Exchange Act, transfer all rights under this
Agreement to (i) Optionee's spouse or lineal descendants
("Immediate Family Members"), (ii) a trust or trusts for the
exclusive benefit of such Optionee and his Immediate Family
Members, or (iii) a partnership or limited liability company in
which such Optionee and his Immediate Family Members are the only
partners or members, as applicable; provided that (a) any such
transfer must be without any consideration to Optionee for such
transfer, and (b) all subsequent transfers of any rights under
this Agreement shall be prohibited other than by bequest or the
laws of descent and distribution.  Following any such transfer,
this Agreement shall continue to be subject to the same terms and
conditions as were applicable immediately prior to transfer,
provided that for purposes of this Agreement (excluding Section 6
hereof) the term "Optionee" shall be deemed to refer to the
transferee.  Any rights to exercise the Option transferred
hereunder shall be exercisable by the transferee only to the
extent, and for the periods, specified in this Agreement.

     6.   Termination of Option.

          (a)  If the Optionee ceases to be a director of the
Company for any reason other than removal for Cause, this
Agreement shall terminate one year after the Optionee ceases to
be a director of the Company (unless the Optionee dies during
such period) or on the Option's expiration date, if earlier, and
shall be exercisable during such period after the Optionee ceases
to be a director of the Company with respect to the number of
Shares which the Optionee would be entitled to purchase as though
he continued to be a director of the Company.

          (b)  If the Optionee ceases to be a director of the
Company because of removal for Cause, the Option shall terminate
on the date of the Optionee's removal.

     7.   Adjustment to Option.  The Option shall be subject to
adjustment as provided in the same manner as options under the
1997 Stock Option Plan for Non-Employee Directors.

     8.   Miscellaneous.

          (a)  No Rights as Stockholder.  Neither Optionee, nor
any person entitled to exercise Optionee's rights under this
Agreement, shall have any of the rights of a shareholder
regarding the shares of Common Stock subject to the Option,
except after the exercise of the Option as provided herein.

          (b)  Terms and Conditions.  Except as specifically
provided otherwise herein, this Agreement is and shall be in all
respects subject to terms and conditions of the 1997 Stock Option
Plan for Non-Employee Directors in the same manner as if the
Options were granted as Options under the 1997 Stock Option Plan
for Non-Employee Directors, a copy of which Optionee acknowledges
receiving prior to the execution hereof.

          (c)  Captions.  The captions and section headings used
herein are for convenience only, shall not be deemed part of this
Agreement and shall not in any way restrict or modify the context
and substance of any section or paragraph of this Agreement.

          (d)  Governing Law.  This Agreement shall be governed
by, and construed in accordance with, the laws of the State of
Delaware, and shall be construed in such a fashion so that the
Option qualifies as property transferred to Optionee in
connection with the performance of services in accordance with
Section 83 of the Internal Revenue Code of 1986 (subject to all
amendments thereto) and the Regulations thereunder.

     IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.

                              VENTAS, INC.


                              By:


                              -----------------------------
                                    ("Company")


                              /s/ Ronald G. Geary
                              -----------------------------
                              Ronald G. Geary

EX-4

                                                    Exhibit 4.10
                         VENTAS, INC.
              NONQUALIFIED STOCK OPTION AGREEMENT
              -----------------------------------


     THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement") is
made and entered into as of this 1st day of May 1998, by and
between VENTAS, INC., a Delaware corporation ("Corporation"),
and WALTER F. BERAN, a non-employee director of the Corporation
("Optionee").

     RECITALS:
     --------

     A.   Corporation desires to grant to Optionee the right
and option to purchase shares of common stock of the
Corporation in order to promote the interests of Corporation,
and its stockholders by enabling non-employee directors, such
as Optionee, to invest in Corporation's shares of common stock,
having a par value of $.25 per share ("Common Stock").

     B.   Corporation believes that such investment should
increase the personal interest and special efforts of Optionee
in providing for the continued success and progress of
Corporation and should enhance the efforts of the Corporation
to attract and retain a high caliber of non-employee directors.


     AGREEMENT:
     ---------

     NOW, THEREFORE, the parties agree as follows:

     1.       Grant of the Option; Option Price.  Corporation
hereby grants to Optionee, as a matter of separate inducement
and agreement in connection with Optionee being a non-employee
director of the Corporation (and not in lieu of any salary or
other compensation for Optionee's services) the right and
option to purchase (the "Option") all or any part of an
aggregate of 5,000 shares of Common Stock ("Option Shares") on
the terms and conditions set forth herein, subject to
adjustment as provided in Section 7, at a purchase price of
$17.25 per share ("Option Price").  Corporation and Optionee
consider the Option Price to be not less than the Fair Market
Value (as determined by the closing price) of the Common Stock
on the date hereof, which is the date on which the Option was
granted to Optionee ("Option Date").

     2.   Term and Time of Exercise of the Option.  The Option
shall commence on the date hereof and continue for a term
ending ten years from the Option Date ("Termination Date"),
unless sooner terminated as provided in Section 6.

     3.   Option Exercisable in Installments.  Subject to the
other terms and conditions stated herein, the right to exercise
the Option shall accrue in installments as follows.

          a.   First Installment.  Commencing one year after
the Option Date, Optionee may exercise the Option for up to 25
percent of the number of Option Shares.

          b.   Second Installment.  Commencing two years after
the Option Date, Optionee may exercise the Option for up to 50
percent of the Option Shares, less the number of Option Shares
for which the Optionee has already exercised the Option.

          c.   Third Installment.  Commencing three years after
the Option Date, Optionee may exercise the Option for up to 75
percent of the Option Shares, less the number of Option Shares
for which the Optionee has already exercised the Option.

          d.   Fourth Installment.  Commencing four years after
the Option Date, the Option may be fully exercised to the extent that it has
not previously been exercised.

     4.   Conditions to Exercise of the Option.

          a.   Exercise of the Option.   Subject to the
provisions of Section 3, Optionee may exercise the Option by
delivering to Corporation written notice ("Notice") of exercise
stating the number of Option Shares for which the Option is
being exercised accompanied by payment of the Option Price
multiplied by the number of shares for which the Option is
being exercised (the "Exercise Price") in the manner provided
in Section 4(b).

          b.   Payment of the Option Price.     Corporation
shall accept as payment for the Exercise Price a check payable
to the order of Corporation, or in any other form acceptable to
Corporation.

          c.   Delivery of Shares on Exercise.    As soon as
practicable after receipt of such notice and payment of the
Exercise Price, Corporation shall deliver to Optionee, without
transfer or issuance tax or other incidental expense to
Optionee, at the office of Corporation, or at such other place
as may be mutually acceptable, or, at the election of
Corporation, by certified mail addressed to Optionee at
Optionee's address shown in the records of Corporation, a
certificate or certificates for the number of shares of Common
Stock set forth in the Notice and for which Corporation has
received payment in the manner prescribed herein.  Corporation
may postpone such delivery until it receives satisfactory proof
that the issuance or transfer of such shares will not violate
any of the provisions of the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended,
any rules or regulations of the Securities and Exchange
Commission promulgated thereunder, or the requirements of
applicable state law relating to authorization, issuance or
sale of securities, or until there has been compliance with the
provisions of such acts or rules.  If Optionee fails to accept
delivery of all or any part of the number of shares of Common
Stock specified in such notice upon tender of delivery thereof,
Optionee's right to exercise the Option for such undelivered
shares may be terminated by Corporation.

          5.   Option Not Transferable Except in Event of
Death.  During Optionee's lifetime, the Option shall be
exercisable only by Optionee, and neither the Option nor any
rights hereunder shall be transferable except by will or the
laws of descent and distribution.  The Option may not be
subject to execution or other similar process.  If Optionee
attempts to alienate, assign, pledge, hypothecate or otherwise
dispose of the Option or any of Optionee's rights hereunder,
except as provided herein, or in the event of any levy or any
attachment, execution or similar process upon the rights or
interests hereby conferred, Corporation may terminate the
Option by notice to Optionee and it shall thereupon become null
and void.

     6.   Termination of Option

          a.   If the Optionee ceases to be a director of the
Corporation for any reason other than death, Disability (as
defined in the Corporation's 1997 Incentive Compensation Plan)
or removal for Cause (as defined in the Corporation's 1997
Incentive Compensation Plan), this Agreement shall terminate
three months after the Optionee ceases to be a director of the
Corporation (unless the Optionee dies during such period) or on
the Option's Termination Date, if earlier, and shall be
exercisable during such period after the Optionee ceases to be
a director of the Corporation only with respect to the number
of Shares which the Optionee was entitled to purchase on the
day preceding the day on which the Optionee ceased to be a
director.

          b.   If the Optionee ceases to be a director of the
Corporation because of removal for Cause, the Option shall
terminate on the date of the Optionee's removal.

          c.   In the event of the Optionee's death or
Disability while a director of the Corporation or the
Optionee's death within three months after the Optionee ceases
to be a director (other than by reason of removal for Cause),
the Option shall terminate upon the earlier to occur of (i) 12
months after the date of the Optionee's death or Disability ,
or (ii) the Option's Termination Date.  The Option shall be
exercisable during such period after the Optionee's death or
Disability with respect to the number of Shares as to which the
Option shall have been exercisable on the date preceding the
Optionee's death or Disability, as the case may be.

     7.   Adjustment to Option.  If the Corporation merges,
consolidates or reorganizes with any other corporation or
corporations, the number and kind of shares of stock or of
other securities to which Optionee will be entitled pursuant to
the transaction shall be substituted for each of the shares of
Common Stock then subject to this Agreement.  If the number of
shares of Common Stock issued and outstanding changes as a
result of any recapitalization, stock dividend, stock split,
combination of shares or other change in the Common Stock, the
number of shares of Common Stock then subject to this Agreement
shall be adjusted in proportion to the change in the
outstanding shares of Common Stock. Upon any such adjustment,
the purchase price of any Option and the shares of Common Stock
issuable pursuant to any Option shall be adjusted to the extent
appropriate in the discretion of the Corporation to provide
Optionee with the same relative rights before and after such
adjustment.
     8.   Change in Control; Retirement.     Notwithstanding
the other provisions of this Agreement, upon a Change in
Control of the Corporation (as defined in the Corporation's
1997 Incentive Compensation Plan) or the retirement of the
director, the Optionee shall have the right to exercise the
Option in full as to all Option Shares subject to the Option.

     9.   Restricted Legend.  Upon exercise of this Option,
each certificate representing the Option Shares shall bear the
following legend:

       The shares represented by this certificate have
       not been registered under the Securities Act of
       1933, as amended (the "Act"), or the securities
       laws of any state.  They may not be offered for
       sale, sold, transferred, pledged, hypothecated or
       otherwise disposed of, and will not be
       transferred on the books and records of the
       Issuer, unless (i) they have been registered
       under the Act and under applicable state
       securities laws or (ii) counsel for the Issuer is
       of the opinion that registration under the Act
       and applicable state securities laws is not
       required.

     10.  Miscellaneous.

          a.   No Rights as Shareholder.       Neither
Optionee, nor any person entitled to exercise Optionee's rights
under this Agreement, shall have any of the rights of a
shareholder regarding the shares of Common Stock subject to the
Option, except to the extent that certificate(s) for such
shares shall have been issued upon the exercise of the Option
as provided herein.

          b.   Captions. The captions and section headings used
herein are for convenience only, shall not be deemed part of
this Agreement and shall not in any way restrict or modify the
context and substance of any section or paragraph of this
Agreement.

          c.   Governing Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of
Delaware, and shall be construed in such a fashion so that the
Option qualifies as property transferred to Optionee in
connection with the performance of services in accordance with
Section 83 of the Internal Revenue Code of 1986 (subject to all
amendments thereto) and the Regulations thereunder.

     IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first above written.

                              VENTAS, INC.


                              By:/s/ W. Bruce Lunsford
                                 ------------------------
                                     W. Bruce Lunsford


                              Title: Chairman of the Board
                                     and Chief Executive


                              /s/ Walter F. Beran
                              ---------------------------
                                  ("Optionee")

EX-4

                                                   Exhibit 4.11
                         VENTAS, INC.
              NONQUALIFIED STOCK OPTION AGREEMENT
              -----------------------------------


     THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement") is
made and entered into as of this 11th day of September 1998, by
and between VENTAS, INC., a Delaware corporation
("Corporation"), and WALTER F. BERAN, a non-employee director
of the Corporation ("Optionee").

     RECITALS:
     --------

     A.   Corporation desires to grant to Optionee the right
and option to purchase shares of common stock of the
Corporation in order to promote the interests of Corporation,
and its stockholders by enabling non-employee directors, such
as Optionee, to invest in Corporation's shares of common stock,
having a par value of $.25 per share ("Common Stock").

     B.   Corporation believes that such investment should
increase the personal interest and special efforts of Optionee
in providing for the continued success and progress of
Corporation and should enhance the efforts of the Corporation
to attract and retain a high caliber of non-employee directors.


     AGREEMENT:
     ---------

     NOW, THEREFORE, the parties agree as follows:

     1.       Grant of the Option; Option Price.  Corporation
hereby grants to Optionee, as a matter of separate inducement
and agreement in connection with Optionee being a non-employee
director of the Corporation (and not in lieu of any salary or
other compensation for Optionee's services) the right and
option to purchase (the "Option") all or any part of an
aggregate of 5,000 shares of Common Stock ("Option Shares") on
the terms and conditions set forth herein, subject to
adjustment as provided in Section 7, at a purchase price of
$10.8125 per share ("Option Price").  Corporation and Optionee
consider the Option Price to be not less than the Fair Market
Value (as determined by the closing price) of the Common Stock
on the date hereof, which is the date on which the Option was
granted to Optionee ("Option Date").

     2.   Term and Time of Exercise of the Option.  The Option
shall commence on the date hereof and continue for a term
ending ten years from the Option Date ("Termination Date"),
unless sooner terminated as provided in Section 6.

     3.   Option Exercisable in Installments.  Subject to the
other terms and conditions stated herein, the right to exercise
the Option shall accrue in installments as follows.

          a.   First Installment.  Commencing one year after
the Option Date, Optionee may exercise the Option for up to 25
percent of the number of Option Shares.
          b.   Second Installment.  Commencing two years after
the Option Date, Optionee may exercise the Option for up to 50
percent of the Option Shares, less the number of Option Shares
for which the Optionee has already exercised the Option.

          c.   Third Installment.  Commencing three years after
the Option Date, Optionee may exercise the Option for up to 75
percent of the Option Shares, less the number of Option Shares
for which the Optionee has already exercised the Option.

          d.   Fourth Installment.  Commencing four years after
the Option Date, the Option may be fully exercised to the extent
that it has not previously been exercised.

     4.   Conditions to Exercise of the Option.

          a.   Exercise of the Option.   Subject to the
provisions of Section 3, Optionee may exercise the Option by
delivering to Corporation written notice ("Notice") of exercise
stating the number of Option Shares for which the Option is
being exercised accompanied by payment of the Option Price
multiplied by the number of shares for which the Option is
being exercised (the "Exercise Price") in the manner provided
in Section 4(b).

          b.   Payment of the Option Price.     Corporation
shall accept as payment for the Exercise Price a check payable
to the order of Corporation, or in any other form acceptable to
Corporation.

          c.   Delivery of Shares on Exercise.    As soon as
practicable after receipt of such notice and payment of the
Exercise Price, Corporation shall deliver to Optionee, without
transfer or issuance tax or other incidental expense to
Optionee, at the office of Corporation, or at such other place
as may be mutually acceptable, or, at the election of
Corporation, by certified mail addressed to Optionee at
Optionee's address shown in the records of Corporation, a
certificate or certificates for the number of shares of Common
Stock set forth in the Notice and for which Corporation has
received payment in the manner prescribed herein.  Corporation
may postpone such delivery until it receives satisfactory proof
that the issuance or transfer of such shares will not violate
any of the provisions of the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended,
any rules or regulations of the Securities and Exchange
Commission promulgated thereunder, or the requirements of
applicable state law relating to authorization, issuance or
sale of securities, or until there has been compliance with the
provisions of such acts or rules.  If Optionee fails to accept
delivery of all or any part of the number of shares of Common
Stock specified in such notice upon tender of delivery thereof,
Optionee's right to exercise the Option for such undelivered
shares may be terminated by Corporation.

          5.   Option Not Transferable Except in Event of
Death.  During Optionee's lifetime, the Option shall be
exercisable only by Optionee, and neither the Option nor any
rights hereunder shall be transferable except by will or the
laws of descent and distribution.  The Option may not be
subject to execution or other similar process.  If Optionee
attempts to alienate, assign, pledge, hypothecate or otherwise
dispose of the Option or any of Optionee's rights hereunder,
except as provided herein, or in the event of any levy or any
attachment, execution or similar process upon the rights or
interests hereby conferred, Corporation may terminate the
Option by notice to Optionee and it shall thereupon become null
and void.

     6.   Termination of Option

          a.   If the Optionee ceases to be a director of the
Corporation for any reason other than death, Disability (as
defined in the Corporation's 1997 Incentive Compensation Plan)
or removal for Cause (as defined in the Corporation's 1997
Incentive Compensation Plan), this Agreement shall terminate
three months after the Optionee ceases to be a director of the
Corporation (unless the Optionee dies during such period) or on
the Option's Termination Date, if earlier, and shall be
exercisable during such period after the Optionee ceases to be
a director of the Corporation only with respect to the number
of Shares which the Optionee was entitled to purchase on the
day preceding the day on which the Optionee ceased to be a
director.

          b.   If the Optionee ceases to be a director of the
Corporation because of removal for Cause, the Option shall
terminate on the date of the Optionee's removal.

          c.   In the event of the Optionee's death or
Disability while a director of the Corporation or the
Optionee's death within three months after the Optionee ceases
to be a director (other than by reason of removal for Cause),
the Option shall terminate upon the earlier to occur of (i) 12
months after the date of the Optionee's death or Disability ,
or (ii) the Option's Termination Date.  The Option shall be
exercisable during such period after the Optionee's death or
Disability with respect to the number of Shares as to which the
Option shall have been exercisable on the date preceding the
Optionee's death or Disability, as the case may be.

     7.   Adjustment to Option.  If the Corporation merges,
consolidates or reorganizes with any other corporation or
corporations, the number and kind of shares of stock or of
other securities to which Optionee will be entitled pursuant to
the transaction shall be substituted for each of the shares of
Common Stock then subject to this Agreement.  If the number of
shares of Common Stock issued and outstanding changes as a
result of any recapitalization, stock dividend, stock split,
combination of shares or other change in the Common Stock, the
number of shares of Common Stock then subject to this Agreement
shall be adjusted in proportion to the change in the
outstanding shares of Common Stock. Upon any such adjustment,
the purchase price of any Option and the shares of Common Stock
issuable pursuant to any Option shall be adjusted to the extent
appropriate in the discretion of the Corporation to provide
Optionee with the same relative rights before and after such
adjustment.

     8.   Change in Control; Retirement.     Notwithstanding
the other provisions of this Agreement, upon a Change in
Control of the Corporation (as defined in the Corporation's
1997 Incentive Compensation Plan) or the retirement of the
director, the Optionee shall have the right to exercise the
Option in full as to all Option Shares subject to the Option.

     9.   Restricted Legend.  Upon exercise of this Option,
each certificate representing the Option Shares shall bear the
following legend:

       The shares represented by this certificate have
       not been registered under the Securities Act of
       1933, as amended (the "Act"), or the securities
       laws of any state.  They may not be offered for
       sale, sold, transferred, pledged, hypothecated or
       otherwise disposed of, and will not be
       transferred on the books and records of the
       Issuer, unless (i) they have been registered
       under the Act and under applicable state
       securities laws or (ii) counsel for the Issuer is
       of the opinion that registration under the Act
       and applicable state securities laws is not
       required.

     10.  Miscellaneous.

          a.   No Rights as Shareholder.       Neither
Optionee, nor any person entitled to exercise Optionee's rights
under this Agreement, shall have any of the rights of a
shareholder regarding the shares of Common Stock subject to the
Option, except to the extent that certificate(s) for such
shares shall have been issued upon the exercise of the Option
as provided herein.

          b.   Captions. The captions and section headings used
herein are for convenience only, shall not be deemed part of
this Agreement and shall not in any way restrict or modify the
context and substance of any section or paragraph of this
Agreement.

          c.   Governing Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of
Delaware, and shall be construed in such a fashion so that the
Option qualifies as property transferred to Optionee in
connection with the performance of services in accordance with
Section 83 of the Internal Revenue Code of 1986 (subject to all
amendments thereto) and the Regulations thereunder.

     IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first above written.

                              VENTAS, INC.


                              By: /s/ W. Bruce Lunsford
                                  ---------------------
                                      W. Bruce Lunsford

                              Title:  Chairman of the Board
                                      and Chief Executive
                                      Officer


                                 /s/ Walter F. Beran
                                 ------------------------
                                 Walter F. Beran

EX-5

                                                       EXHIBIT 5


                     T. RICHARD RINEY, ESQ.

                                        July 29, 2002


Ventas, Inc.
4360 Brownsboro Road
Suite 115
Louisville, Kentucky 40202

         Ventas, Inc. 2000 Incentive Compensation Plan
         Ventas, Inc. Individual Stock Option Agreements
         Registration Statement on Form S-8
         -----------------------------------------------

Ladies and Gentlemen:

        I have acted as counsel to Ventas, Inc., a Delaware
corporation (the "Company"), with respect to the Company's
Registration Statement on Form S-8 (the "Registration Statement")
to be filed by the Company with the Securities and Exchange
Commission on or about the date hereof.  The Registration
Statement relates to the registration under the Securities Act of
1933, as amended, by the Company of an aggregate of an additional
2,220,000 shares of Voting Common Stock, par value $0.25 per
share (the "Shares"), issuable upon exercise of options granted
or to be granted under the Ventas, Inc. 2000 Incentive
Compensation Plan and an aggregate of 588,000 Shares issuable
upon exercise of options granted pursuant to individual stock
option agreements with respect to Debra A. Cafaro, Douglas
Crocker II, Ronald G. Geary, and Walter F. Beran.

        I hereby consent to the inclusion of this opinion as part
of the Registration Statement.

        I am a member of the Bar of the State of Kentucky and do
not purport to be an expert in the laws of jurisdictions other
than the State of Kentucky, the General Corporation Law of the
State of Delaware and the federal laws of the United States of
America.

        As Executive Vice President, General Counsel and
Secretary of the Company, I am of the opinion, based upon my
familiarity with the affairs of the Company and upon my
examination of the pertinent documents that the Shares, when
issued by the Company upon exercise of the options and receipt by
the Company of the exercise price therefor in accordance with the
option terms and to the extent applicable, the 2000 Ventas, Inc.
Incentive Compensation Plan, will be legally issued, fully paid
and non-assessable Shares.

                                  Very truly yours,

                                  /s/ T. Richard Riney
                                  --------------------
                                  T. Richard Riney, Esq.

EX-23

                                                     EXHIBIT 23.1






                 CONSENT OF INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the
Registration Statement (Form S-8) of Ventas, Inc. for the
registration of shares of its Common Stock in connection with the
Ventas, Inc. 2000 Incentive Compensation Plan and Ventas, Inc.
Individual Stock Option Agreements of our reports, (a) dated
February 8, 2002, with respect to the consolidated financial
statements of Ventas, Inc. included in its Current Report on Form
8-K dated June 19, 2002, and (b) dated March 21, 2002 with
respect to the December 31, 2001 financial statement schedule of
Ventas, Inc. included in its Annual Report (Form 10-K) for the
year ended December 31, 2001, both filed with the Securities and
Exchange Commission.


                                            /s/ ERNST & YOUNG LLP



Louisville, Kentucky
July 26, 2002