As filed with the Securities and Exchange Commission on January 10, 
1997
Registration No. 33-__________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.   20549
______________________

FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES 
ACT OF 1933
______________________

HEALTH CARE REIT, INC.
(Exact name of Registrant as specified in governing instrument)

DELAWARE                                             34-1096634
(State of incorporation)              (IRS Employer Identification No.)

One SeaGate, Suite 1500
Toledo, Ohio 43604
Telephone:  419-247-2800
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

GEORGE L. CHAPMAN
Chairman of the Board, Chief Executive Officer and President
Health Care REIT, Inc.
One SeaGate, Suite 1500
Toledo, Ohio 43604
Telephone:  419-247-2800

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copy to :
Mary Ellen Pisanelli, Esquire
Shumaker, Loop & Kendrick, LLP
North Courthouse Square
1000 Jackson
Toledo, Ohio  43624
(419) 241-9000           

Approximate date of commencement of proposed sale to the public:    
January 10, 1997.  If the only securities being registered on this 
Form are being offered pursuant to dividend or interest reinvestment 
plans, please check the following box.    x

If any of the securities being registered on this Form are to be offered 
on a delayed or continuous basis pursuant to Rule 415 under the
 Securities Act of 1933, other than securities offered only in
 connection with dividend or interest reinvestment plans, check the
 following box.  _____

If this Form is filed to register additional securities for an offering
 pursuant to Rule 462(b) under the Securities Act, please check the
 following box and list the Securities Act registration number of the
 earlier effective registration statement for the same offering.   _____

If this Form is a post-effective amendment filed pursuant to Rule
 462(c) under the Securities Act, check the following box and list the
 Securities Act registration number of the earlier registration statement
 for the same offering.    _____

If delivery of the prospectus is expected to be made pursuant to Rule
 434, please check the following box.   ______

______________________




CALCULATION OF REGISTRATION FEE




Title of shares          Amount to be            Proposed maximum Offering
to be registered         registered(1)               price per share(1)
- ----------------         -------------           -------------------------

Common Stock,             1,000,000                     $24.1875
$1.00 par value

Total                     1,000,000                     $24.1875

    Proposed maximum aggregate             Amount of
        Offering price                  registration fee
    --------------------------          ----------------


         $24,187,500                       $7,329.55

Total    $24,187,500                       $7,329.55

(1)  Estimated solely for the purpose of calculating the registration fee
based on the average of the high and low prices of the Common Stock on 
the New York Stock Exchange on January 7, 1997.

(2)  This Registration Statement also covers Preferred Stock Purchase 
Rights under the Registrant's Preferred Stock Purchase Rights Plan, 
which are attached to and tradeable only with the shares of Common 
Stock registered hereby.  No registration fees are required for such 
shares and such rights because they will be issued for no additional 
consideration.





HEALTH CARE REIT, INC.
CROSS-REFERENCE SHEET

Information Required to be Included in Prospectus
Location in Prospectus

Item 1               Not Applicable
Outside Front Cover Page

Item 2
(a)   Available Information                  Inside front cover page
(b)   Reports to Security Holders            Not Applicable
(c)   Incorporation by Reference             Documents Incorporated by 
                                                Reference
(d)   Stabilization                          Not Applicable
(e)   Delivery of Prospectus by Dealers      Not Applicable
(f)   Enforceability of Civil Liabilities
      Against Foreign Persons                Not Applicable
(g)   Table of Contents                      Outside back cover page

Item 3
(a)   Summary Information                    Front cover page
(b)   Address and Telephone Number           The Company; The Plan
(c)   Risk Factors                           Not Applicable
(d)   Ratio of Earnings to Fixed Charges     Not Applicable

Item 4
Use of Proceeds

Item 5
Determination of Offering Price              The Plan

Item 6
Dilution                                     Not Applicable

Item 7
Selling Security Holders                     Not Applicable

Item 8
Plan of Distribution                         The Plan

Item 9
Description of Securities to be Registered   Not Applicable

Item 10
Interests of Named Experts and Counsel       Experts; Legal Opinions

Item 11
Material Changes                             Not Applicable

Item 12
Incorporation of Certain Information         Documents Incorporated by 
                                                Reference

Item 13
Disclosure of Commission 
Position on Indemnification                 Indemnification for Securities
                                            Act Liabilities




PROSPECTUS

HEALTH CARE REIT, INC.

AMENDED AND RESTATED DIVIDEND REINVESTMENT AND 
STOCK PURCHASE PLAN
1,000,000 Shares of Common Stock, $1.00 Par Value

The Amended and Restated Dividend Reinvestment and Stock Purchase 
Plan (the "Plan") of Health Care REIT, Inc. (the "Company") described 
herein provides holders of the Company's shares of Common Stock, par 
value $1.00 per share (the "Common Stock" or the "shares"), a method of 
purchasing additional shares of Common Stock without paying any service 
fees, brokerage commissions or other charges.

ChaseMellon Shareholder Services, L.L.C., New York, New York, is
Administrator of the Plan (the "Administrator") and Mellon Securities
Trust Company acts as Agent for participants (the "Agent").  The Agent
will use dividends and optional cash payments received from participants
to acquire shares of Common Stock of the Company for the accounts of
participants.

Participants in the Plan may:

1. have cash dividends on all or a portion of their shares of Common
Stock automatically reinvested and/or

2. invest by making optional cash payments of not less than $50 up to
a maximum of $5,000 per quarter, whether or not dividends are being
reinvested.

Participants may terminate their accounts at any time in the manner
provided for in the Plan.

The shares purchased under the Plan are expected to be newly issued 
shares.  However, the Plan provides that at the Company's option, shares
 may be purchased for participants in the open market.  The price of shares
 of Common Stock purchased with reinvested dividends and optional cash 
payments will be ninety-six percent (96%) of the highest of three series of 
sales prices of the shares of Common Stock on the New York Stock 
Exchange Composite Transactions as published in The Wall Street Journal, 
calculated over a valuation period prior to the dividend payment date, as 
more fully described in this Prospectus.  The Company, however, reserves 
the right to modify the pricing or any other provision of the Plan at any 
time.

Stockholders who do not wish to participate in the Plan will receive
dividends by check as declared and paid.

This Prospectus relates to authorized and unissued shares of Common Stock
registered for purchase under the Plan.  It is suggested that this 
Prospectus be retained for future reference.

____________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR 
DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE 
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY 
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE 
CONTRARY IS A CRIMINAL OFFENSE.

THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS
NOT PASSED ON OR ENDORSED THE MERITS OF THIS 
OFFERING ANY REPRESENTATION TO THE CONTRARY IS 
UNLAWFUL.

____________________

The date of this Prospectus is January 10, 1997


AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities 
Exchange Act of 1934, as amended, and in accordance therewith files 
reports, proxy statements and other information with the Securities and 
Exchange Commission (the "Commission").  Such reports, proxy statements 
and other information can be inspected and copied at the public reference 
facilities maintained by the Commission at Room 1024, 450 Fifth Street, 
N.W., Washington, D.C. 20549; or at its Regional Offices at Suite 1400,
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, 
Chicago, Illinois 60661 and Suite 1300, Seven World Trade Centre, New 
York, New York 10048, and can also be inspected and copied at the offices
 of the New York Stock Exchange, 20 Broad Street, New York, New York
 10005.  Copies of such material can be obtained from the public reference 
section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, 
N.W., Washington, D.C. 20549, upon payment of the prescribed fees.

This Prospectus is part of a Registration Statement on Form S-3 (together
with all amendments and all exhibits, the "Registration Statement"), filed
by the Company with the Commission under the Securities Act of 1933, as
amended (the "Securities Act").  This Prospectus does not contain all the
information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules of the Commission.  For further
information, reference is made to the Registration Statement.


INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission are
 incorporated herein by reference:

1.  Annual Report on Form 10-K for the year ended December 31, 1995.

2.  Quarterly Report on Form 10-Q for the quarterly period ended March 31, 
1996.

3.  Quarterly Report on Form 10-Q for the quarterly period ended June 30,
1996.

4.  Current Report on Form 8-K filed with the Commission on May 16, 1996.

5.  Current Report on Form 8-K filed with the Commission on September 5, 
1996.

6.  Quarterly Report on Form 10-Q for the quarterly period ended September
30, 1996.

7.  Current Report on Form 8-K filed with the Commission on December 12,
1996.

8.  All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the offering of
the Securities shall be deemed to be incorporated herein by reference
and to be a part of this Prospectus from the date of filing of each such
document.

Any statement contained herein or in a document incorporated or deemed to 
be incorporated by reference herein shall be deemed to be modified or 
superseded for purposes of this Prospectus to the extent that a statement 
contain herein, and any accompanying Prospectus Supplement relating to a 
specific offering of shares of Common Stock or in any other subsequently 
filed document, as the case may be, which also is or is deemed to be 
incorporated by reference herein, modifies or supersedes such statement.  
Any such statement so modified or superseded shall not be deemed, except 
as so modified or superseded, to constitute a part of this Prospectus or 
any accompanying Prospectus Supplement.  The Company will provide on 
request and without charge to each person to whom this Prospectus is 
delivered, upon the oral or written request of such person, a copy 
(without exhibits) of any or all documents incorporated by reference to 
this Prospectus.  Requests for such copies should be directed to Erin C. 
Ibele, Vice President and Corporate Secretary, Health Care REIT, Inc., 
One SeaGate, Suite 1500, Toledo, Ohio 43604, telephone number (419) 
247-2800.


THE COMPANY

Health Care REIT, Inc. (the "Company") is a self-administered real estate
 investment trust that invests in health care facilities, primarily nursing 
 homes, assisted living facilities, retirement centers and specialty care 
 facilities.  As of September 30, 1996, nursing homes, assisted living 
 facilities and retirement centers comprised approximately 84% of the 
 investment portfolio.  Founded in 1970, the Company was the first real 
 estate investment trust to invest exclusively in health care facilities.

As of September 30, 1996, the Company had $559,999,000 of real estate 
related investments, including unfunded commitments for which initial 
funding has commenced and credit enhancements, in 128 facilities located 
in 28 states and managed by 53 different operators.  At that date, the 
portfolio included 57 nursing homes, 52 assisted living facilities, ten 
retirement centers, five specialty care facilities and four behavioral 
care facilities.

The Company's objective is to enable stockholders to participate in health 
care investments that produce income and preserve principal.  Since its 
inception, the Company has paid 102 consecutive quarterly dividends.

The shares of the common stock of the Company are listed on the New York 
Stock Exchange under the symbol "HCN."  The Company's executive offices 
are located at One SeaGate, Suite 1500, Toledo, Ohio 43604, and the 
telephone number is (419) 247-2800.


THE PLAN


Purpose and Advantages

The Plan offers a convenient and economical way for Company stockholders 
to increase their ownership of Company Common Stock through quarterly 
investment of their dividends and/or optional cash payments.

Cash dividends on all of the full and fractional shares of Common Stock of 
Plan participants are automatically reinvested in full and fractional 
shares.  Plan participants may also purchase additional shares through 
optional cash payments.  Shares are purchased at 96% of the Market Price.  
Market Price is defined as the highest of the following prices:  (a) the 
average of the high and low sales prices for the Company's shares of 
Common Stock on the record date, as quoted by the New York Stock Exchange 
Composite Transactions as published in The Wall Street Journal; (b) the 
average of the daily closing prices of the Company's shares, as so quoted, 
for a period of ten (10) trading days immediately preceding the dividend 
payment date; and (c) the average of the high and low sales prices for the 
Company's shares, as so quoted, on the trading date immediately preceding 
the Company's dividend payment date.  If no shares are traded on the 
relevant record date or the day preceding the dividend payment date, the 
high and low sales prices shall be determined on the basis of the most 
recent prior date on which the shares were traded.

Except for the charges enumerated herein, there are no brokerage fees, 
commissions or other charges on shares purchased through the Plan.

If you are already a participant in the Plan, you need not take any further 
action in order to maintain your present participation.

Administration

ChaseMellon Shareholder Services, L.L.C., New York, New York 
administers the Plan for participants, keeps records, sends quarterly 
statements of account to participants and performs other duties relating 
to the Plan.  See "Miscellaneous - Address for Correspondence Related 
to the Plan."  Shares of Common Stock purchased under the Plan are 
registered in the name of the Agent for the Plan, Mellon Securities Trust 
Company (or its nominee), as agent, and credited to the accounts of the 
respective participants.  Participants are specifically requested not to 
communicate or correspond with the Company concerning the 
administration of the Plan.  See "Miscellaneous - Responsibilities of the 
Company and the Agent Under the Plan."

Custodial Service

The Agent will hold and act as custodian of shares of Common Stock 
purchased under the Plan.  This will relieve participants of the responsi-
bility for the safekeeping of multiple certificates for shares of Common 
Stock purchased and will protect participants against loss, theft or 
destruction of share certificates.  Unless otherwise instructed, the Agent 
will automatically reinvest all dividends declared on shares held under 
the Plan.

Eligibility

Except for stockholders who, by receipt of shares through the Plan, would 
cause them to beneficially own more than 9.8% of the outstanding shares 
of the Company, any stockholder of record of the Company is eligible to 
participate in the Plan.

Participation

Any eligible stockholder may join the Plan at any time by completing an
 Authorization Card and returning it to the Administrator at the following 
address:  ChaseMellon Shareholder Services, L.L.C., P. O. Box 750, 
Pittsburgh, PA 15230 Attention:  Investment Services.  Authorization Cards 
will be furnished to eligible stockholders at any time upon request to the 
Administrator at the foregoing address.  If an initial cash payment is 
submitted with the Authorization Card, the amount of such payment should 
be set forth in the space provided on the Authorization Card for that 
purpose.  The Administrator will provide information and forms for 
subsequent optional cash payments.

If any stockholder owns shares that are registered in someone else's name 
(for example, a bank, broker, or trustee) and he wishes to participate in 
the Plan, he may be able to arrange for that person to handle the 
reinvestment of dividends.  If not, such shares should be withdrawn from 
"street name" or other registration and registered in his own name.  
Alternatively, the broker or bank may offer a program which will permit a 
stockholder to participate without having to withdraw his shares from 
"street name."

Eligible stockholders may join the Plan at any time.  If the Authorization 
Card is received by the Administrator on or before the record date for the 
payment of the next dividend (approximately 20 days in advance of the 
payment date), such dividend will be invested in additional shares of Common 
Stock for the applicant's Plan account.  If the Authorization Card is 
received in the period after any dividend record date, that dividend will 
be paid in cash and the stockholder's initial dividend reinvestment will 
commence with the following dividend.

The Authorization Card permits the participant to tailor the Plan to his 
individual objectives by choosing among the following categories or 
combinations thereof:

1.  He may have all or a portion of the cash dividends on shares of 
Common Stock automatically reinvested and/or

2.  He may invest by making optional cash payments of not less than 
$50 up to a maximum of $5,000 per quarter, whether or not dividends 
are being reinvested.

The Authorization Card also appoints the Agent as agent for the 
stockholder and directs the Agent to apply such dividends and any 
voluntary cash payments the stockholder might make as a participant 
to the purchase of additional shares of Common Stock in accordance 
with the Plan's terms and conditions.

Optional cash payments may be made when joining the Plan or at any 
quarterly dividend payment date thereafter.  However, see "Optional 
Cash Payments" for important information relating to the timing of such 
cash payments.

Cost

The Company will pay all brokerage fees, commissions, the annual cost of
 administration and, unless otherwise specified herein, all other charges 
incurred in connection with the purchase of shares acquired under the Plan,
 if any.  Certain charges may be incurred by participants upon their 
 withdrawal from the Plan or upon the termination of the Plan, as described 
 below.  See "Withdrawal by Participant." 

Date for Investment of Funds under the Plan

Both dividends and optional cash payments will be invested on each 
quarterly dividend payment date for the shares of Common Stock 
(generally, on or about the 20th day of February, May, August and 
November) Purchases

Shares purchased with reinvested dividends and optional cash payments 
will be priced at 96% of the Market Price.  See "Purpose and Advantages"
 for the definition of Market Price.  The purchase shall be made on the 
dividend payment dates of each quarter, which normally occur on or about 
the 20th day of February, May, August and November.

A participant's account will be credited with that number of shares, 
including fractions computed to four decimal places, equal to the total 
amount to be invested by the participant divided by the applicable purchase 
price per share.

In the event a participant chooses not to reinvest dividends on shares
registered in his name by notifying the Agent to that effect, dividends
on shares held in a participant's account will continue to be reinvested
until the shares are withdrawn from the Plan.

Optional Cash Payments

A participant may purchase quarterly additional shares through cash 
contributions, whether or not dividends are being reinvested.

Optional cash payments may not be less than $50, and the total of all such
investments may not exceed $5,000 in any quarter.  There is no obligation 
either to make an optional cash payment in any quarter or to invest the same 
amount of cash in each quarter.

Multiple accounts which are set up in variations of the same name which bear 
the same social security number or tax identification number or which, 
irrespective of form, are established for the same beneficial owner for the 
purpose of evading the $5,000 limitation will be considered one participant 
for the purpose of the $5,000 limit.  If a participant has some shares of 
Common Stock registered in his name and other shares registered under a 
nominee's or broker's street name, or in the name of a corporation, trust, 
co-tenancy, partnership or other entity of which he is an "affiliate," he 
and all such affiliates may only invest a total of $5,000 per quarter for 
optional cash purchases under the Plan.  For purposes of this Plan, 
"affiliate" is defined in the same manner as Rule 405 of the Securities 
Act of 1933, as amended, and includes any person or persons controlling, 
controlled by or under common control with such participant.  Separate 
custodial or trust accounts for separate beneficiaries will, however, be 
entitled to invest up to $5,000 per account each quarter.  Purchases made 
for an account of a participant in a plan which is qualified under Section 
401(a) of the Internal Revenue Code of 1986, as amended, will not be 
included in this $5,000 limitation.

An optional cash payment may be made by enclosing a check or money 
order with the Authorization Card when enrolling; or thereafter by 
forwarding a check or money order to the Administrator with a payment 
form which will be attached to each statement of account.  Checks and 
money orders should be made payable to Mellon Securities Trust Company.

NO INTEREST WILL BE PAID BY THE COMPANY OR THE 
AGENT ON OPTIONAL CASH PAYMENTS.  ACCORDINGLY, 
ANY OPTIONAL CASH PAYMENTS WHICH A PARTICIPANT 
WISHES TO MAKE MUST BE SENT SO AS TO REACH THE 
AGENT NOT MORE THAN 30 AND LESS THAN 10 DAYS PRIOR
TO A DIVIDEND PAYMENT DATE.  FUNDS RECEIVED MORE 
THAN 30 DAYS OR LESS THAN 10 DAYS PRIOR TO THE 
DIVIDEND PAYMENT DATE WILL BE RETURNED TO THE 
PARTICIPANT.

Optional cash payments received by the Administrator will be refunded to 
the participant upon written request received by the Administrator no later 
than two business days prior to the applicable dividend payment date.

Number of Shares to be Purchased for the Participant

The number of shares, including fractional shares, purchased under the Plan
 will depend on the amount of the participant's cash dividend, the amount 
 of his optional cash payments and the price of the shares determined as 
provided above.  Shares purchased, including fractional shares, will be 
credited to the participant's account.  Both whole and fractional shares 
will be purchased, with the latter computed to four decimal places.

There is no special limitation on the cumulative number of shares that may 
be purchased under the Plan.  However, purchases under the Plan are subject 
to the general restrictions contained in the By-Laws (the "By-Laws") of the 
Company that prohibit purchases of shares that would disqualify the 
Company as a real estate investment trust.

Under the Internal Revenue Code, one of the present requirements for 
qualification of the Company as a real estate investment trust is that, 
during the last half of the taxable year, no more than 50% of the 
outstanding shares, warrants, options and certain other securities of 
the Company may be owned by five or fewer individuals.  The Directors 
may prohibit the transfer of securities to any person whose acquisition 
of such securities would, in the opinion of the Directors, violate the 
foregoing requirements.

The By-Laws also restrict ownership of one person to no more than 9.8% 
of the outstanding shares of the Company.  This provision was included to 
prevent five or fewer persons from owning 50% or more of the Company's 
outstanding shares which would result in the Company's disqualification as 
a real estate investment trust.  No shares will be issued or transferred 
to such person.

Source of Shares Purchased under the Plan

Shares purchased under the Plan will normally come from the authorized but
 unissued shares of Common Stock of the Company.  However, the 
Company reserves the right to instruct the Agent to purchase shares for 
participants on the open market, rather than issue new shares.  Such market 
purchases may be made on any securities exchange where shares of the 
Company's Common Stock are traded, in the over-the-counter market or 
in negotiated transactions, and may be on such terms as to price, delivery 
and otherwise as the Agent may determine.  Participants in the Plan will 
pay no brokerage commissions, fees or service charges whether shares are
 newly issued or purchased in the open market.  The price of shares 
purchased for participants will be the same whether the shares are newly
 issued or purchased in the open market.

Method for Changing Options or Number of Shares on which Dividends 
are Reinvested

A participant may change investment options at any time by completing a new
 Authorization Card and returning it to the Administrator.  Authorization 
 Cards are available from the Administrator upon request.  If a participant 
 elects to increase or decrease the number of shares on which dividends are 
 being reinvested, the Authorization Card reflecting such change of options 
 must be received by the Administrator at least five business days prior to 
 the next dividend record date to assure that the change becomes effective 
 by that dividend payment date.

Withdrawal by Participant

A participant may withdraw from the Plan at any time.  To withdraw from 
the Plan, a written notification of withdrawal, signed by the participant, 
must be delivered to the Administrator prior to the next dividend record 
date.  The Company reserves the right to terminate the Plan at any time.  
Upon withdrawal by a participant or upon termination by the Company, 
certificates for whole shares credited under the Plan will be issued to the 
participant, and a cash payment will be sent to the participant for any 
remaining fractional share.

Upon withdrawal, a participant may, if desired, request in the withdrawal 
notice that all or part of the whole shares credited to such participant 
under the Plan be sold.  When the shares are sold, the participant will 
receive the proceeds less a handling charge of $15.00 and any brokerage 
commissions and transfer taxes.

A withdrawing participant may stop an investment if written instruction to 
do so is received by the Administrator prior to the dividend record date.  
Any dividend or optional cash payment received for which investment has 
been stopped by such instruction will be returned to the participant.

Generally, an eligible stockholder may again become a participant at any 
time.  However, the Company reserves the right to reject any Authorization 
Card from a previous participant on grounds of excessive joining and 
termination.  Such reservation is intended to minimize administrative 
expense and to encourage use of the Plan as a long-term investment service.

Share Certificates

Share certificates will not be issued unless requested by the participants.  
Thus, participants will be relieved of the responsibility of certificate 
safe-keeping.  Certificates for full shares will be issued upon written 
request and the payment of a handling charge of $5.00 per certificate.

Reports to Participants

Each participant in the Plan will receive quarterly statements of account.  
These statements are a participant's record of the costs of his purchases 
and should be retained for income tax purposes.  In addition, each 
participant will receive the most current Prospectus for the Plan and 
copies of the same communications sent to all other holders of shares of 
Common Stock, including the Company's quarterly reports and annual report 
to stockholders, a notice of the annual meeting and proxy statement and 
Internal Revenue Service information for reporting dividend income received.

Miscellaneous

Effect of Stock Dividend, Stock Split or Rights Offering.  Any shares 
distributed by the Company as a stock dividend on shares (including 
fractional shares) credited to a participant's account under the Plan, or 
upon any split of such shares, will be credited to his account.  Share 
dividends or splits distributed on all other shares held by a participant 
and registered in his own name will be mailed directly to the participant.
  In a rights offering, a participant's entitlement will be based upon his
 total holdings, including those credited to his account under the Plan.  
Rights applicable to shares credited to a participant's account under the 
Plan will be sold by the Agent and the proceeds will be credited to his 
account under the Plan and applied to the purchase of shares on the next 
investment date.

Any participant who wishes to exercise, transfer or sell the rights 
applicable to the shares credited to his account under the Plan must request, 
prior to the record date for the issuance of any such rights, that the whole 
shares credited to his account be transferred from his account and registered 
in his name.  

Effect of Transfer of All Shares in Participant's Name.  If a participant
disposes of all the shares registered in his name, exclusive of shares
credited to his account under the Plan, the Agent will continue to reinvest
the cash dividends on the shares held in his account under the Plan until the
Administrator is otherwise notified in writing.

Voting of Participant's Shares Held Under Plan.  The shares credited to the 
account of a participant under the Plan will be voted in accordance with the 
instructions of the participant.  A participant in the Plan who is not a 
holder of record of shares in his own name will be furnished with a form of 
proxy covering the shares credited to his account under the Plan.  The proxy 
of each participant who is also a holder of record of shares in his own name 
will be deemed to include shares, if any, credited to his account under the
Plan and such shares held under the Plan will be voted in the same manner 
as the shares registered in his own name.  If a proxy is not returned, none 
of the participant's shares will be voted unless the participant votes in
 person.  If a participant desires to vote in person at a meeting of 
stockholders, a proxy for shares credited to his account under the Plan 
may be obtained upon written request received by the Administrator at 
least 15 days before the meeting.

Responsibilities of the Company and the Agent Under the Plan.  In 
administering the Plan, neither the Company, the Administrator, the Agent
 nor any agent will be liable for any act done in good faith, or for any 
omission to act in good faith, including, without limitation, any claim of 
liability arising out of failure to terminate a participant's account upon 
such participant's death prior to the receipt of notice in writing of such 
death.  Since the Company has delegated all responsibility for administering 
the Plan to the Administrator, the Company specifically disclaims any 
responsibility for any of its actions or inactions in connection with the 
administration of the Plan.

Participants should recognize that neither the Company, the Administrator 
nor the Agent can assure them of a profit or protect them against a loss on 
shares purchased under the Plan.

Interpretation and Regulation of the Plan.  The Company reserves the 
right to interpret and regulate the Plan.

Suspension, Modification or Termination of the Plan.  The Company 
reserves the right to suspend, modify or terminate the Plan at any time.  
Participants will be notified of any suspension, modification or termination 
of the Plan.  Upon termination of the Plan by the Company, a certificate 
will be issued to each participant for the number of full shares in such 
participant's account.  Any fractional share in a participant's account will 
be converted to cash and remitted to the participant.

Address for Correspondence Related to the Plan.  All correspondence 
concerning the Plan should be addressed to:

ChaseMellon Shareholder Services, L.L.C.
P. O. Box 750
Pittsburgh, PA 15230
Attention:   Investment Services

and reference to Health Care REIT, Inc. should appear in such 
correspondence.


USE OF PROCEEDS

The net proceeds realized by the Company from sales of its authorized 
and unissued shares of Common Stock pursuant to the Plan will be used 
for general business purposes.  The Company does not know either the 
number of shares that will be purchased under the Plan or the prices at 
which such shares will be sold to participants.


FEDERAL INCOME TAX CONSEQUENCES

Participants in the Plan will be treated, for federal income tax purposes, 
as having received on each dividend payment date a distribution equal to 
the market value of the shares purchased with their reinvested Company 
distributions.  Participants electing to purchase shares under the optional 
cash payment method will be treated as having received a distribution 
equal to the difference, if any, between the market value on the dividend 
payment date of the shares purchased and the amount of the optional cash 
payment.  In either case, the amount of these deemed distributions will be 
treated as a dividend to the extent of the Company's accumulated earnings 
and profits.  In the event the distribution exceeds the Company's 
accumulated earnings and profits, the excess will be treated as a tax-free 
return of capital to the extent of the stockholders basis in shares of the 
Company, and as capital gain thereafter.

The tax basis of shares acquired by participants through the reinvestment of
 Company distributions will be equal to the market value of such shares on 
the dividend payment date.  The tax basis of shares acquired by the optional 
cash payment method will be the greater of (i) the amount of the optional 
cash payment or (ii) the market value of the shares acquired on the dividend 
payment date.  The holding period for shares credited to a participant's 
account will begin on the day following the date of purchase.

A participant will realize gain or loss when shares are sold or exchanged, 
whether such sale or exchange is pursuant to the participant's request upon 
withdrawal from the Plan or takes place after withdrawal from or termination 
of the Plan and, in the case of a fractional share, when the participant 
receives a cash payment for a fraction of a share credited to his account.  
The amount of such gain or loss will be the difference between the amount 
that the participant receives for the shares or fraction of a share and the 
tax basis thereof.

All participants are urged to consult their own tax advisors to determine 
the particular tax consequences that may result from their participation 
in the Plan and the subsequent disposal by them of shares purchased pursuant 
to the Plan.  The income tax consequences for participants who do not reside 
in the United States will vary from jurisdiction to jurisdiction.  In the 
caseof a foreign stockholder whose dividends are subject to United States 
income tax withholding, the amount of the tax to be withheld will be deducted 
from the amount of dividends and the balance will be reinvested.


INDEMNIFICATION

Section 7 of the Company's Restated Certificate of Incorporation, as 
amended (the "Restated Certificate") provides that a director of the 
Company shall not be personally liable to the Company or its stockholders 
for monetary damages for breach of fiduciary duty as a director, except 
for liability (i) for any breach of the director's duty of loyalty to the 
Company or its stockholders, (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 General Corporation Law of Delaware (the 
"GCL"), or (iv) for any transaction from which the director derived any 
improper personal benefit.  Section 7 also provides that if the GCL is 
amended to further eliminate or limit the personal liability of directors, 
then the liability of a director of the Company shall be eliminated or 
limited to the extent permitted by the GCL, as so amended.  The Restated 
Certificate also states that any repeal or modification of the foregoing 
paragraph by the stockholders of the Company shall not adversely affect 
any right or protection of a director of the Company existing at the time 
of such repeal or modification.

The Company's By-Laws provide that the Company shall indemnify, to 
the extent permitted by the GCL, any person who was or is a party or is 
threatened to be made a party to any threatened, pending or completed 
action, suit or proceeding, whether civil, criminal, administrative or 
investigative, by reason of the fact that he 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, partner or agent of another 
corporation, partnership, joint venture, trust or other enterprise against 
expenses (including attorneys' fees), judgments, fines and amounts paid in 
settlement, actually and reasonably incurred by him in connection with 
such action, suit or proceeding.

The Company has entered into indemnification agreements to assure its 
directors and officers that they will be indemnified to the extent permitted 
by the Restated Certificate, By-Laws and Delaware law.  The indemnifi-
cation agreements cover any and all expenses, judgments, fines, penalties 
and amounts paid in settlement, provide for the prompt advancement of all 
expenses incurred in connection with any proceeding and obligate the 
director or officer to reimburse the Company for all amounts so advanced 
if it is subsequently determined, as provided in the indemnification 
agreements, that the director or officer is not entitled to indemnification.

Delaware law requires indemnification in cases where a director or officer 
has been successful in defending any claim or proceeding and permits 
indemnification, even if a director or officer has not been successful, in 
cases where the director or officer acted in good faith and in a manner 
that he or she reasonably believed was in, or not opposed to, the best 
interests of the corporation.  To be indemnified with respect to criminal 
proceedings, the director or officer must also have had no reasonable 
cause to believe that his or her conduct was unlawful.  In the case of a 
claim by a third party (i.e., a party other than the corporation), Delaware 
law permits indemnification for judgments, fines and amounts paid in 
settlement, as well as expenses.  In the case of a claim by or in the right 
of the corporation (including shareholders derivative suits), indemnification 
under the GCL is limited to expenses, but does not cover judgments or amounts 
paid in settlement, and no indemnification of expenses is permitted if the 
director or officer is adjudged liable to the corporation, unless a court 
determines that, despite such adjudication but in view of all of the 
circumstances, such indemnification is nonetheless proper.  Delaware law
 also permits the advancement of expenses to directors and officers upon 
receipt of an undertaking to repay all amounts so advanced if it is ultimately 
determined that the director or officer has not met the applicable standard 
of conduct and is, therefore, not entitled to be indemnified.

In addition, the Company maintains indemnification insurance with provides 
for reimbursing the Company for indemnification payments properly and 
lawfully made through directors and officers and for insuring directors and 
officers in situations where the Company cannot or does not indemnify them.

Insofar as indemnification for liabilities arising under the Securities Act of 
1933 may be permitted to directors, officers or persons controlling the 
registrant pursuant to the foregoing provisions, the Company has been 
informed that in the opinion of the Securities and Exchange Commission 
such indemnification is against public policy as expressed in the Act and 
is therefore unenforceable.


EXPERTS

The consolidated financial statements and schedule of Health Care REIT, 
Inc. appearing in the Company's Annual Report (Form 10-K) for the 
year ended December 31, 1995 have been audited by Earnest & Young 
LLP, independent auditors, as set forth in their report thereon included 
therein and incorporated herein by reference.  Such consolidated financial 
statements and schedule are incorporated herein by reference in reliance 
upon such report given upon the authority of such firm as experts in 
accounting and auditing.


LEGAL OPINIONS

The legality of the issuance of the shares of Common Stock being offered 
hereby is being passed upon for the Company by Shumaker, Loop & 
Kendrick, LPL, Toledo, Ohio.





PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.   Other Expenses of Issuance and Distribution.

Expenses payable in connection with the issuance and distribution of the 
securities to be registered, other than underwriting discounts and
 commissions, are estimated as follows:

Securities and Exchange Commission filing fees   $  7,329.55
Printing and engraving expenses and postage         7,600.00
Legal fees and expenses                            10,000.00
Accounting fees and expenses                        3,500.00
Miscellaneous                                       1,500.00

TOTAL                                             $29,929.55


Item 15.  Indemnification of Officers and Directors.

Section 7 of the Company's Restated Certificate of Incorporation, as
 amended (the "Restated Certificate") provides that a director of the
 Company shall not be personally liable to the Company or its
 stockholders for monetary damages for breach of fiduciary duty as a
 director, except for liability (i) for any breach of the director's duty of
 loyalty to the Company or its stockholders, (ii) for acts or omissions not
 in good faith or which involve international misconduct or a knowing
 violation of law, (iii) under Section 174 of the General Corporation Law
 of Delaware (the "GCL"), or (iv) for any transaction from which the
 director derived any improper personal benefit.  Section 7 also provides
 that if the GCL is amended to further eliminate or limit the personal
 liability of directors, then the liability of a director of the Company 
 shall be eliminated or limited to the extent permitted by the GCL, as so 
 amended. The Restated Certificate also states that any repeal or 
 modification of the foregoing paragraph by the stockholders of the Company 
 shall not adversely affect any right or protection of a director of the 
 Company existing at the time of such repeal or modification.

The Company's Amended By-Laws (the "By-Laws") provide that the
 Company shall indemnify, to the extent permitted by the GCL, any person
 who was or is a party or is threatened to be made a party to any
 threatened, pending or completed action, suit or proceeding, whether
 civil, criminal, administrative or investigative, by reason of the fact 
 that he 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, partner or agent of another corporation, partnership, joint 
 venture, trust or other enterprise against expenses (including attorneys' 
 fees), judgments, fines and amounts paid in settlement, actually and 
 reasonably incurred by him in connection with such action, suit or 
 proceeding.

The Company has entered into indemnification agreements to assure its
 directors and officers that they will be indemnified to the extent 
 permitted by the Restated Certificate, By-Laws and Delaware law.  The
 indemnification agreements cover any and all expenses, judgments, fines,
 penalties and amounts paid in settlement, provide for the prompt
 advancement of all expenses incurred in connection with any proceeding
 and obligate the director or officer to reimburse the Company for all
 amounts so advanced if it is subsequently determined, as provided in the
 indemnification agreements, that the director or officer is not entitled to
 indemnification.


Delaware law requires indemnification in cases where a director or officer
 has been successful in defending any claim or proceeding and permits
 indemnification, even if a director or officer has not been successful, in
 cases where the director or officer acted in good faith and in a manner
 that he or she reasonably believed was in, or not opposed to, the best
 interests of the corporation.  To be indemnified with respect to crimina
l proceedings, the director or officer must also have had no reasonable
 cause to believe that his or her conduct was unlawful.  In the case of a
 claim by a third party (i.e., a party other than the corporation), Delaware
 law permits indemnification for judgments, fines and amounts paid in
 settlement, as well as expenses.  In the case of a claim by or in the right 
 of the corporation (including shareholder derivative suits), indemnifi-
 cation under the GCL is limited to expenses, but does not cover judgments 
 or amounts paid in settlement, and no indemnification of expenses is
 permitted if the director or officer is adjudged liable to the corporation,
 unless a court determines that, despite such adjudication but in view of 
 all of the circumstances, such indemnification is nonetheless proper. 
 Delaware law also permits the advancement of expenses to directors and
 officers upon receipt of an undertaking to repay all amounts so advanced
 if it is ultimately determined that the director or officer has not met the
 applicable standard of conduct and is, therefore, not entitled to be
 indemnified.

In addition, the Company maintains indemnification insurance with
 provides for reimbursing the Company for indemnification payments
 properly and lawfully made through directors and officers and for insuring
 directors and officers in situations where the Company cannot or does not
 indemnify them.

Insofar as indemnification for liabilities arising under the Securities Act 
of 1933 may be permitted to directors, officers or persons controlling the
 registrant pursuant to the foregoing provisions, the Company has been
 informed that in the opinion of the Securities and Exchange Commission
 such indemnification is against public policy as expressed in the Act and 
 is therefore unenforceable.


Item 16.   Exhibits

Exhibit
Number                          Exhibit

4.11          Second Restated Certificate of Incorporation.

4.22          By-Laws of Health Care REIT, Inc.

4.33          Rights Agreement.

5             Opinion of Shumaker, Loop & Kendrick, LLP.

23.1          Consent of Ernst & Young LLP, independent auditors.

23.2          Consent of Shumaker, Loop & Kendrick, LLP to the use of 
              their opinion as an exhibit to this Registration Statement
              is included in their opinion filed herewith as Exhibit 5.

24            Powers of Attorney.


Item 17.   Undertakings

The undersigned registrant hereby undertakes that, for purposes of
 determining any liability under the Securities Act of 1933, each filing of
 the registrant's annual report pursuant to section 13(a) or section 15(d) 
of the Securities Exchange Act of 1934 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 the offering of 
such securities at that time shall be deemed to be the initial bona fide 
offering thereof.

1   Previously filed as Exhibit 3(i) to the Company's Annual Report 
     (Form 10-K) for the year ended December 31, 1995.
2   Previously filed as Exhibit 3(ii) to the Company's Annual Report 
     (Form 10-K) for the year ended December 31, 1995.
3   Previously filed as an Exhibit to the Company's Form 8-A filed 
    August 3, 1994 (File No. 1-8923).




SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
 certifies that it has reasonable grounds to believe that it meets all of 
 the requirements for filing on Form S-3 and has duly caused this 
 Registration Statement to be signed on its behalf by the undersigned, 
 thereunto duly authorized, in the City of Toledo, State of Ohio, on this 
 10th day of January, 1997.

HEALTH CARE REIT, INC.

By /s/ GEORGE L. CHAPMAN
       George L. Chapman
       Chairman of the Board,
       Principal Executive Officer and President

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 indicated on January 10, 1997.

Signature                          Title                           Date

George L.Chapman          Director, Chairman 
                          of the Board, Principal
                          Executive Officer and 
                          President                         January 10, 1997


Edward F. Lange, Jr.      Vice President and 
                          Principal Financial 
                          Officer                           January 10, 1997


Michael A. Crabtree       Principal Accounting 
                          Officer                           January 10, 1997


William C. Ballard,Jr.    Director                          January 10, 1997


Pier C. Borra             Director                          January 10, 1997


Bruce Douglas             Director                          January 10, 1997


Richard C. Glowacki       Director                          January 10, 1997


Sharon M. Oster           Director                          January 10, 1997


Bruce G. Thompson         Director                          January 10, 1997


Richard A. Unverferth     Director                          January 10, 1997


Frederic D. Wolfe         Director                          January 10, 1997


*   Executing on behalf of himself and the indicated Directors of the 
Registrant by George L. Chapman, duly appointed attorney-in-fact.

/s/ GEORGE L. CHAPMAN
George L. Chapman, Pro Se and
Attorney-in-Fact                                 Dated:  January 10, 1997




EXHIBIT 5

SHUMAKER, LOOP & KENDRICK, LLP
1000 Jackson Street
Toledo, Ohio  43624

419-321-1313


January 10, 1997


George L. Chapman
Chairman of the Board, Chief 
Executive Officer and President
Health Care REIT, Inc.
One SeaGate, Suite 1500
Toledo, Ohio  43604

Re:   Health Care REIT, Inc.
      Registration Statement on Form S-3
      SEC File No. 33-________
      Our File No. 39384

Dear Mr. Chapman:

We have acted as counsel to Health Care REIT, Inc. (the
 "Company") in connection with the preparation and filing of its
 Registration Statement on Form S-3 with the Securities and
 Exchange Commission pursuant to the requirements of the
 Securities Act of 1933, as amended, for the registration of
 1,000,000 shares of the Company's common stock (hereinafter
 referred to as the "Shares").

In connection with the following opinion, we have examined and
 have relied upon such documents, records, certificates, statements
 and instruments as we have deemed necessary and appropriate to
 render the opinion herein set forth.

Based upon the foregoing, it is our opinion that the shares will be,
 when issued and sold in the manner set forth in the Registration
 Statement, legally and validly issued and fully paid and
 nonassessable.

The undersigned hereby consents to the filing of this opinion as
 Exhibit 5 to the Registration Statement.

Very truly yours,

SHUMAKER, LOOP & KENDRICK, LLP


By: /S/ MARY ELLEN PISANELLI
        Mary Ellen Pisanelli




EXHIBIT 23.1




CONSENT OF INDEPENDENT AUDITORS


We consent to the reference to our firm under the caption "Experts" in the
 Registration Statement (Form S-3) and related Prospectus of Health
 Care REIT, Inc. for the registration of 1,000,000 shares of its common
 stock and to the incorporation by reference therein of our report dated
 February 6, 1996, with respect to the consolidated financial statements
 and schedule of Health Care REIT, Inc. included in its Annual Report
 (Form 10-K) for the year ended December 31, 1995 filed with the
 Securities and Exchange Commission. 



ERNST & YOUNG LLP




Toledo, Ohio
January 10, 1997




EXHIBIT 23.2


CONSENT OF SHUMAKER, LOOP & KENDRICK, LLP


We consent to the reference to our firm under the caption "Experts" in the
 Registration Statement (Form S-3) and related Prospectus of Health
 Care REIT, Inc. (the "Company") for the registration of 1,000,000 shares
 of the Company's Common Stock.



SHUMAKER, LOOP & KENDRICK, LLP




Toledo, Ohio
January 10, 1997




EXHIBIT 24


POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS that the 
undersigned, a director of Health Care REIT, Inc. (the
 "Company"), a Delaware corporation that contemplates filing a
 Registration Statement on Form S-3 ("Form S-3") with the
 Securities and Exchange Commission under the provisions of the
 Securities Act of 1933, as amended, for the purpose of
 registering under such Act of up to 1,000,000 shares of the
 Company's Common Stock, $1.00 par value, hereby constitutes
 and appoints GEORGE L. CHAPMAN his true and lawful
 attorney-in-fact and agent, for him and in his name, place and
 stead, in the capacity as director, to sign such Form S-3 and any
 and all amendments and supplements, including post-effective
 amendments thereto, and to file such Form S-3 and each such
 amendment and supplement, including post-effective
 amendments, so signed, with all exhibits thereto, and any and all
 other documents in connection therewith, with the Securities and
 Exchange Commission, any and all applications or other
 documents in connection with the listing of the Company's
 Common Stock on the New York Stock Exchange and any and
 all documents required to be filed with any state securities
 regulatory board or commission pertaining to the Form S-3,
 hereby granting unto said attorney-in-fact and agent full power
 and authority to do and perform any and all acts and things
 requisite and necessary to be done in and about the premises, as
 fully to all intents and purposes as he might do in person, hereby
 ratifying and confirming all that said attorney-in-fact and agent
 may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned hereunto sets his
 hand this 11th day of November, 1996.

/s/ BRUCE G. THOMPSON
    Bruce G. Thompson
    Director



POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the
 undersigned, a director, the Chairman of the Board, Principal
 Executive Officer and President of Health Care REIT, Inc. (the
 "Company"), a Delaware corporation that contemplates filing a
 Registration Statement on Form S-3 ("Form S-3") with the
 Securities and Exchange Commission under the provisions of the
 Securities Act of 1933, as amended, for the purpose of
 registering under such Act of up to 1,000,000 shares of the
 Company's Common Stock, $1.00 par value, hereby constitutes
 and appoints BRUCE G. THOMPSON his true and lawful
 attorney-in-fact and agent, for him in his name, place and stead,
 in the capacities as director, Chairman of the Board, Principal
 Executive Officer and President of the Company, to sign such
 Form S-3 and any and all amendments and supplements,
 including post-effective amendments thereto, and to file such
 Form S-3 and each such amendment and supplement, including
 post-effective amendments, so signed, with all exhibits thereto,
 and any and all other documents in connection therewith, with
 the Securities and Exchange Commission, any and all
 applications or other documents in connection with the listing of
 the Company's Common Stock on the New York Stock
 Exchange and any and all documents required to be filed with
 any state securities regulatory board or commission pertaining to
 the Form S-3, hereby granting unto said attorney-in-fact and
 agent, full power and authority to do and perform any and all
 acts and things requisite and necessary to be done in and about
 the premises, as fully to all intents and purposes as he might do in
 person, hereby ratifying and confirming all that said attorney-in
- -fact and agent may lawfully do or cause to be done by virtue
 hereof.

IN WITNESS WHEREOF, the undersigned hereunto sets his 
hand this 11th day of November, 1996.

/s/ GEORGE L. CHAPMAN
    George L. Chapman
    Director, Chairman of the Board,
    Principal Executive Officer
    and President



POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS that the 
undersigned, the Vice President and Principal Financial Officer of
 Health Care REIT, Inc. (the "Company"), a Delaware
 corporation that contemplates filing a Registration Statement on
 Form S-3 ("Form S-3") with the Securities and Exchange
 Commission under the provisions of the Securities Act of 1933,
 as amended, for the purpose of registering under such Act shares
 of the Company's of up to 1,000,000 shares of the Company's
 Common Stock, $1.00 par value, hereby constitutes and appoints
 GEORGE L. CHAPMAN and BRUCE G. THOMPSON his true
 and lawful attorneys-in-fact and agents, and each of them (with
 full power of substitution and resubstitution), with full power to
 act without the other, his true and lawful attorney-in-fact and
 agent, for him and in his name, place and stead, in the capacity as
 Vice President and Principal Financial Officer, to sign such Form
 S-3 and any and all amendments and supplements, including
 post-effective amendments thereto, and to file such Form S-3 and
 each such amendment and supplement, including post-effective
 amendments, so signed, with all exhibits thereto, and any and all
 other documents in connection therewith, with the Securities and
 Exchange Commission, any and all applications or other
 documents in connection with the listing of the Company's
 Common Stock on the New York Stock Exchange and any and
 all documents required to be filed with any state securities
 regulatory board or commission pertaining to the Form S-3,
 hereby granting unto said attorneys-in-fact and agents, and each
 of them, full power and authority to do and perform any and all
 acts and things requisite and necessary to be done in and about
 the premises, as fully to all intents and purposes as he might do in
 person, hereby ratifying and confirming all that said attorneys-in
- -fact and agents, or any of them, may lawfully do or cause to be
 done by virtue hereof.

IN WITNESS WHEREOF, the undersigned hereunto sets his 
hand this 11th day of November, 1996.

/s/ EDWARD F. LANGE, JR.
    Edward F. Lange, Jr.
    Vice President and Principal
    Financial Officer



POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS that the
 undersigned, the Principal Accounting Officer of Health Care
 REIT, Inc. (the "Company"), a Delaware corporation that
 contemplates filing a Registration Statement on Form S-3 ("Form
 S-3") with the Securities and Exchange Commission under the
 provisions of the Securities Act of 1933, as amended, for the
 purpose of registering under such Act of up to 1,000,000 shares
 of the Company's Common Stock, $1.00 par value, hereby
 constitutes and appoints GEORGE L. CHAPMAN and BRUCE
 G. THOMPSON his true and lawful attorneys-in-fact and agents,
 and each of them (with full power of substitution and
 resubstitution), with full power to act without the other, his true
 and lawful attorney-in-fact and agent, for him and in his name,
 place and stead, in the capacity as Principal Accounting Officer,
 to sign such Form S-3 and any and all amendments and
 supplements, including post-effective amendments thereto, and
 to file such Form S-3 and each such amendment and supplement,
 including post-effective amendments, so signed, with all exhibits
 thereto, and any and all other documents in connection therewith,
 with the Securities and Exchange Commission, any and all
 applications or other documents in connection with the listing of
 the Company's Common Stock on the New York Stock
 Exchange and any and all documents required to be filed with
 any state securities regulatory board or commission pertaining to
 the Form S-3, hereby granting unto said attorneys-in-fact and
 agents, and each of them, full power and authority to do and
 perform any and all acts and things requisite and necessary to be
 done in and about the premises, as fully to all intents and
 purposes as he might do in person, hereby ratifying and
 confirming all that said attorneys-in-fact and agents, or any of
 them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned hereunto sets her
 hand this 11th day of November, 1996.

/s/ MICHAEL A. CRABTREE
    Michael A. Crabtree
    Principal Accounting Officer



POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS that the
 undersigned, a director of Health Care REIT, Inc. (the
 "Company"), a Delaware corporation that contemplates filing a
 Registration Statement on Form S-3 ("Form S-3") with the
 Securities and Exchange Commission under the provisions of the
 Securities Act of 1933, as amended, for the purpose of
 registering under such Act of up to 1,000,000 shares of the
 Company's Common Stock, $1.00 par value, hereby constitutes
 and appoints GEORGE L. CHAPMAN and BRUCE G.
 THOMPSON his true and lawful attorneys-in-fact and agents,
 and each of them (with full power of substitution and
 resubstitution), with full power to act without the other, his true
 and lawful attorney-in-fact and agent, for him and in his name,
 place and stead, in the capacity as director, to sign such Form S
- -3 and any and all amendments and supplements, including post
- -effective amendments thereto, and to file such Form S-3 and
 each such amendment and supplement, including post-effective
 amendments, so signed, with all exhibits thereto, and any and all
 other documents in connection therewith, with the Securities and
 Exchange Commission, any and all applications or other
 documents in connection with the listing of the Company's
 Common Stock on the New York Stock Exchange and any and
 all documents required to be filed with any state securities
 regulatory board or commission pertaining to the Form S-3,
 hereby granting unto said attorneys-in-fact and agents, and each
 of them, full power and authority to do and perform any and all
 acts and things requisite and necessary to be done in and about
 the premises, as fully to all intents and purposes as he might do in
 person, hereby ratifying and confirming all that said attorneys-in
- -fact and agents, or any of them, may lawfully do or cause to be
 done by virtue hereof.

IN WITNESS WHEREOF, the undersigned hereunto sets his
 hand this 7th day of November, 1996.

/s/ WILLIAM C. BALLARD, JR.
    William C. Ballard, Jr.
    Director



POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS that the
 undersigned, a director of Health Care REIT, Inc. (the
 "Company"), a Delaware corporation that contemplates filing a
 Registration Statement on Form S-3 ("Form S-3") with the
 Securities and Exchange Commission under the provisions of the
 Securities Act of 1933, as amended, for the purpose of
 registering under such Act of up to 1,000,000 shares of the
 Company's Common Stock, $1.00 par value, hereby constitutes
 and appoints GEORGE L. CHAPMAN and BRUCE G.
 THOMPSON his true and lawful attorneys-in-fact and agents,
 and each of them (with full power of substitution and
 resubstitution), with full power to act without the other, his true
 and lawful attorney-in-fact and agent, for him and in his name,
 place and stead, in the capacity as director, to sign such Form S
- -3 and any and all amendments and supplements, including post
- -effective amendments thereto, and to file such Form S-3 and
 each such amendment and supplement, including post-effective
 amendments, so signed, with all exhibits thereto, and any and all
 other documents in connection therewith, with the Securities and
 Exchange Commission, any and all applications or other
 documents in connection with the listing of the Company's
 Common Stock on the New York Stock Exchange and any and
 all documents required to be filed with any state securities
 regulatory board or commission pertaining to the Form S-3,
 hereby granting unto said attorneys-in-fact and agents, and each
 of them, full power and authority to do and perform any and all
 acts and things requisite and necessary to be done in and about
 the premises, as fully to all intents and purposes as he might do in
 person, hereby ratifying and confirming all that said attorneys-in
- -fact and agents, or any of them, may lawfully do or cause to be
 done by virtue hereof.

IN WITNESS WHEREOF, the undersigned hereunto sets his
 hand this 11th day of November, 1996.

/s/ BRUCE DOUGLAS
    Bruce Douglas
    Director



POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS that the
 undersigned, a director of Health Care REIT, Inc. (the
 "Company"), a Delaware corporation that contemplates filing a
 Registration Statement on Form S-3 ("Form S-3") with the
 Securities and Exchange Commission under the provisions of the
 Securities Act of 1933, as amended, for the purpose of
 registering under such Act of up to 1,000,000 shares of the
 Company's Common Stock, $1.00 par value, hereby constitutes
 and appoints GEORGE L. CHAPMAN and BRUCE G.
 THOMPSON his true and lawful attorneys-in-fact and agents,
 and each of them (with full power of substitution and
 resubstitution), with full power to act without the other, his true
 and lawful attorney-in-fact and agent, for him and in his name,
 place and stead, in the capacity as director, to sign such Form S
- -3 and any and all amendments and supplements, including post
- -effective amendments thereto, and to file such Form S-3 and
 each such amendment and supplement, including post-effective
 amendments, so signed, with all exhibits thereto, and any and all
 other documents in connection therewith, with the Securities and
 Exchange Commission, any and all applications or other
 documents in connection with the listing of the Company's
 Common Stock on the New York Stock Exchange and any and
 all documents required to be filed with any state securities
 regulatory board or commission pertaining to the Form S-3,
 hereby granting unto said attorneys-in-fact and agents, and each
 of them, full power and authority to do and perform any and all
 acts and things requisite and necessary to be done in and about
 the premises, as fully to all intents and purposes as he might do in
 person, hereby ratifying and confirming all that said attorneys-in
- -fact and agents, or any of them, may lawfully do or cause to be
 done by virtue hereof.

IN WITNESS WHEREOF, the undersigned hereunto sets his 
hand this 6th day of November, 1996.

/s/ PIER C. BORRA
    Pier C. Borra
    Director



POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS that the
 undersigned, a director of Health Care REIT, Inc. (the
 "Company"), a Delaware corporation that contemplates filing a
 Registration Statement on Form S-3 ("Form S-3") with the
 Securities and Exchange Commission under the provisions of the
 Securities Act of 1933, as amended, for the purpose of
 registering under such Act of up to 1,000,000 shares of the
 Company's Common Stock, $1.00 par value, hereby constitutes
 and appoints GEORGE L. CHAPMAN and BRUCE G.
 THOMPSON his true and lawful attorneys-in-fact and agents,
 and each of them (with full power of substitution and
 resubstitution), with full power to act without the other, his true
 and lawful attorney-in-fact and agent, for him and in his name,
 place and stead, in the capacity as director, to sign such Form S
- -3 and any and all amendments and supplements, including post
- -effective amendments thereto, and to file such Form S-3 and
 each such amendment and supplement, including post-effective
 amendments, so signed, with all exhibits thereto, and any and all
 other documents in connection therewith, with the Securities and
 Exchange Commission, any and all applications or other
 documents in connection with the listing of the Company's
 Common Stock on the New York Stock Exchange and any and
 all documents required to be filed with any state securities
 regulatory board or commission pertaining to the Form S-3,
 hereby granting unto said attorneys-in-fact and agents, and each
 of them, full power and authority to do and perform any and all
 acts and things requisite and necessary to be done in and about
 the premises, as fully to all intents and purposes as he might do in
 person, hereby ratifying and confirming all that said attorneys-in
- -fact and agents, or any of them, may lawfully do or cause to be
 done by virtue hereof.

IN WITNESS WHEREOF, the undersigned hereunto sets his 
hand this 11th day of November, 1996.

/s/ RICHARD C. GLOWACKI
    Richard C. Glowacki
    Director



POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS that the
 undersigned, a director of Health Care REIT, Inc. (the
 "Company"), a Delaware corporation that contemplates filing a
 Registration Statement on Form S-3 ("Form S-3") with the
 Securities and Exchange Commission under the provisions of the
 Securities Act of 1933, as amended, for the purpose of
 registering under such Act of up to 1,000,000 shares of the
 Company's Common Stock, $1.00 par value, hereby constitutes
 and appoints GEORGE L. CHAPMAN and BRUCE G.
 THOMPSON his true and lawful attorneys-in-fact and agents,
 and each of them (with full power of substitution and
 resubstitution), with full power to act without the other, his true
 and lawful attorney-in-fact and agent, for him and in his name,
 place and stead, in the capacity as director, to sign such Form S
- -3 and any and all amendments and supplements, including post
- -effective amendments thereto, and to file such Form S-3 and
 each such amendment and supplement, including post-effective
 amendments, so signed, with all exhibits thereto, and any and all
 other documents in connection therewith, with the Securities and
 Exchange Commission, any and all applications or other
 documents in connection with the listing of the Company's
 Common Stock on the New York Stock Exchange and any and
 all documents required to be filed with any state securities
 regulatory board or commission pertaining to the Form S-3,
 hereby granting unto said attorneys-in-fact and agents, and each
 of them, full power and authority to do and perform any and all
 acts and things requisite and necessary to be done in and about
 the premises, as fully to all intents and purposes as he might do in
 person, hereby ratifying and confirming all that said attorneys-in
- -fact and agents, or any of them, may lawfully do or cause to be
 done by virtue hereof.

IN WITNESS WHEREOF, the undersigned hereunto sets his 
hand this 6th day of November, 1996.

/s/ RICHARD A. UNVERFERTH
    Richard A. Unverferth
    Director



POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS that the
 undersigned, a Director of Health Care REIT, Inc. (the
 "Company"), a Delaware corporation that contemplates filing a
 Registration Statement on Form S-3 ("Form S-3") with the
 Securities and Exchange Commission under the provisions of the
 Securities Act of 1933, as amended, for the purpose of
 registering under such Act of up to 1,000,000 shares of the
 Company's Common Stock, $1.00 par value, hereby constitutes
 and appoints GEORGE L. CHAPMAN and BRUCE G.
 THOMPSON his true and lawful attorneys-in-fact and agents,
 and each of them (with full power of substitution and
 resubstitution), with full power to act without the other, his 
true and lawful attorney-in-fact and agent, for him and in his
 name, place and stead, in the capacity as director, to sign such
 Form S-3 and any and all amendments and supplements,
 including post-effective amendments thereto, and to file such
 Form S-3 and each such amendment and supplement, including
 post-effective amendments, so signed, with all exhibits thereto,
 and any and all other documents in connection therewith, with
 the Securities and Exchange Commission, any and all
 applications or other documents in connection with the listing of
 the Company's Common Stock on the New York Stock
 Exchange and any and all documents required to be filed with
 any state securities regulatory board or commission pertaining to
 the Form S-3, hereby granting unto said attorneys-in-fact and
 agents, and each of them, full power and authority to do and
 perform any and all acts and things requisite and necessary to be
 done in and about the premises, as fully to all intents and
 purposes as he might do in person, hereby ratifying and
 confirming all that said attorneys-in-fact and agents, or any of
 them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned hereunto sets his
 hand this 7th day of November, 1996.

/s/ FREDERIC D. WOLFE
    Frederic D. Wolfe
    Director



POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS that the
 undersigned, a director of Health Care REIT, Inc. (the
 "Company"), a Delaware corporation that contemplates filing a
 Registration Statement on Form S-3 ("Form S-3") with the
 Securities and Exchange Commission under the provisions of the
 Securities Act of 1933, as amended, for the purpose of
 registering under such Act of up to $1,000,000 shares of the
 Company's Common Stock, $1.00 par value, hereby constitutes
 and appoints GEORGE L. CHAPMAN and BRUCE G.
 THOMPSON her true and lawful attorneys-in-fact and agents,
 and each of them (with full power of substitution and
 resubstitution), with full power to act without the other, her true
 and lawful attorney-in-fact and agent, for her and in her name,
 place and stead, in the capacity as director, to sign such Form S
- -3 and any and all amendments and supplements, including post
- -effective amendments thereto, and to file such Form S-3 and
 each such amendment and supplement, including post-effective
 amendments, so signed, with all exhibits thereto, and any and all
 other documents in connection therewith, with the Securities and
 Exchange Commission, any and all applications or other
 documents in connection with the listing of the Company's
 Common Stock on the New York Stock Exchange and any and
 all documents required to be filed with any state securities
 regulatory board or commission pertaining to the Form S-3,
 hereby granting unto said attorneys-in-fact and agents, and each
 of them, full power and authority to do and perform any and all
 acts and things requisite and necessary to be done in and about
 the premises, as fully to all intents and purposes as she might do
 in person, hereby ratifying and confirming all that said attorneys
- -in-fact and agents, or any of them, may lawfully do or cause to
 be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned hereunto sets her
 hand this 6th day of November, 1996.

/s/ SHARON M. OSTER
    Sharon M. Oster
    Director