Exhibit 4.4

                               AMENDMENT NO. 1 TO
                          SUPPLEMENTAL INDENTURE NO. 2

                                 BY AND BETWEEN

                             HEALTH CARE REIT, INC.

                                       AND

                                FIFTH THIRD BANK

                            AS OF SEPTEMBER 16, 2003

           SUPPLEMENTAL TO THE INDENTURE DATED AS OF SEPTEMBER 6, 2002

         --------------------------------------------------------------

                             HEALTH CARE REIT, INC.

                           8.00% Senior Notes due 2012








                 AMENDMENT NO. 1 TO SUPPLEMENTAL INDENTURE NO. 2
                 -----------------------------------------------

         This AMENDMENT NO. 1 ("Amendment No. 1") is made and entered into as of
September 16, 2003, between HEALTH CARE REIT, INC., a Delaware real estate
investment trust (the "Company"), and FIFTH THIRD BANK, an Ohio banking
corporation, as trustee (the "Trustee").

                              W I T N E S S E T H:
                              --------------------

         WHEREAS, the Company and the Trustee executed and delivered an
Indenture, dated as of September 6, 2002 (as amended, supplemented or otherwise
modified from time to time, the "Indenture") to provide for the future issuance
of the Company's senior debt securities (the "Securities") to be issued from
time to time in one or more series;

         WHEREAS, pursuant to the terms of the Indenture, the Company and the
Trustee executed and delivered (a) Supplemental Indenture No. 1, dated as of
September 6, 2002, to provide for the establishment of a series of its
Securities, to be known as its 8.00% Senior Notes due 2012 ("Supplemental
Indenture No. 1"); and (b) Supplemental Indenture No. 2, dated as of September
10, 2003, to amend certain provisions of Supplemental Indenture No. 1
("Supplemental Indenture No. 2") (each as amended, supplemented or otherwise
modified from time to time, the "Supplemental Indentures");

         WHEREAS, pursuant to the terms of the Indenture and the Supplemental
Indentures, the Company and Trustee wish to amend certain provisions contained
in Supplemental Indenture No. 2, subject to the terms and conditions hereinafter
set forth; and

         WHEREAS, all capitalized terms used herein which are not otherwise
defined herein shall have the respective meanings ascribed thereto in the
Indenture and Supplemental Indentures.

         NOW, THEREFORE, the parties hereto agree as follows:

                  ARTICLE 1. AMENDMENTS TO SUPPLEMENTAL INDENTURE NO. 2.
                             -------------------------------------------

                  Section 1.1 Supplemental Indenture No. 2 is hereby amended as
follows:

                  (a) Section 1.1(d) is deleted in its entirety and the
         following is substituted therefor:

         (d) The Company will maintain, as of the last day of each of the
         Company's fiscal quarters and at all times, Total Unencumbered Assets
         of not less than 150% of the aggregate outstanding principal amount of
         the Unsecured Debt of the Company and its Subsidiaries on a
         consolidated basis.

                  ARTICLE 2. EFFECTIVENESS.
                             --------------

                  SECTION 2.1 This Amendment No. 1 shall be effective for all
purposes as of the date and time this Amendment No. 1 has been executed and
delivered by the Company and the



Trustee in accordance with Article Nine of the Indenture. As supplemented and
amended hereby, the Indenture and Supplemental Indentures are hereby confirmed
as being in full force and effect.

                  ARTICLE 3. MISCELLANEOUS.
                             --------------

                  SECTION 3.1 In the event any provision of this Amendment No. 1
shall be held invalid or unenforceable by any court of competent jurisdiction,
such holding shall not invalidate or render unenforceable any other provisions
hereof or any provisions of the Indenture or Supplemental Indentures.

                  SECTION 3.2 To the extent any terms of this Amendment No. 1
are inconsistent with the terms of the Indenture or Supplemental Indentures, the
terms of this Amendment No. 1 shall govern and supercede such inconsistent
terms.

                  SECTION 3.3 This Amendment No. 1 shall be governed by and
construed in accordance with the laws of the State of Delaware.

                  SECTION 3.4 This Amendment No. 1 may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.


                                       2










         IN WITNESS WHEREOF, the Company and the Trustee have caused this
Amendment No. 1 to be executed as an instrument under seal in their respective
corporate names as of the date first above written.

                         HEALTH CARE REIT, INC.

                         By:  /s/ George L. Chapman
                            -------------------------------------------
                         Name:    George L. Chapman
                         Title:   Chairman and Chief Executive Officer

                         FIFTH THIRD BANK, as Trustee


                         By:  /s/ Christine M. Schaub
                            -------------------------------------------
                         Name:    Christine M. Schaub
                         Title:   Vice President