Exhibit 2.6

                          Specimen Share Certificate

FRONT

PREFERRED STOCK

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

HEALTH CARE REIT, INC.

CUSIP 42217K 30 4

SEE REVERSE SIDE FOR CERTAIN RESTRICTIONS

This certifies that                 is the owner of

FULLY PAID AND NONASSESSABLE SHARES OF THE 7 7/8% SERIES D CUMULATIVE REDEEMABLE
PREFERRED STOCK, LIQUIDATION PREFERENCE $25.00 PER SHARE OF Health Care REIT,
Inc., transferable on the books of the corporation in person or by duly
authorized attorney upon surrender of this certificate properly endorsed. This
certificate is not valid until countersigned by the transfer agent and
registered by the registrar. Witness the facsimile signatures of its duly
authorized officers.

Dated:

COUNTERSIGNED AND REGISTERED:
MELLON INVESTOR SERVICES LLC
TRANSFER AGENT AND REGISTRAR

BY
    AUTHORIZED SIGNATURE    SECRETARY    PRESIDENT







BACK

                          EXPLANATION OF ABBREVIATIONS

         The following abbreviations, when used in the inscription of ownership
on the face of this certificate, shall be construed as if they were written out
in full according to applicable laws or regulations. Abbreviations in addition
to those appearing below may be used.

TEN COM--as tenants in common
TEN ENT--as tenants by the entirety
JT TEN--as joint tenants with right
        of survivorship and not as tenants in common
UNIF GIF MIN ACT-________Custodian_______
                  (Cust)          (Minor)
              under Uniform Gifts to Minors

         This certificate and the shares represented hereby are issued and shall
be held subject to all provisions of the Second Restated Certificate of
Incorporation and Amended and Restated By-Laws of the Corporation, and the
amendments from time to time made to each, to all of which the holder by
acceptance hereof assents. The Corporation will mail to the registered holder
hereof a copy of the Second Restated Certificate of Incorporation and Amended
and Restated By-Laws of the Corporation, without charge, within five days after
receipt of a written request therefor.

         For value received, _________________________ hereby sell, assign and
transfer unto
Please insert social security or other identifying number of Assignee
________________________________________________________________________________
Please print or type name and address including postal zip code of Assignee

________________________________________________________________________________


________________________________________________________________________ Shares
represented by the within certificate, and do hereby irrevocably constitute and
appoint

______________________________________________________________________ Attorney
to transfer the said shares on the books of the within-named Corporation with
full power of substitution in the premises.

Dated____________________, 20___.

SIGNED:

_______________________________________________________

_______________________________________________________
NOTICE: The signature to this assignment must correspond
with the name as written upon the face of the certificate
in every particular, without alteration or enlargement or
any change whatever, and must be guaranteed by a bank
or broker.