8-A12B/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 8-A/A

                                (Amendment No. 1)

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                             HEALTH CARE REIT, INC.
             (Exact name of registrant as specified in its charter)


               DELAWARE                                 34-1096634
       (State of incorporation)             (I.R.S. Employer Identification No.)

     One SeaGate, Suite 1500, Toledo, Ohio                43604
     (Address of principal executive offices)           (Zip Code)

        SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

         Title of each class                Name of each exchange on which
         to be so registered                each class is to be registered

      7 7/8% Series D Cumulative              New York Stock Exchange
      Redeemable Preferred Stock

 If this Form relates to the registration of a class of securities pursuant to
     Section 12(b) of the Exchange Act and is effective pursuant to General
                Instruction A.(c), check the following box: [X]

 If this Form relates to the registration of a class of securities pursuant to
     Section 12(g) of the Exchange Act and is effective pursuant to General
                Instruction A.(d), check the following box: [ ]

 Securities Act registration statement file number to which this form relates:
                                   333-73936

        SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                                      None
                                (Title of Class)



The purpose of this Amendment No. 1 is to incorporate the definitive Certificate
of Designation of 7 7/8% Series D Cumulative Redeemable Preferred Stock ("Series
D Preferred Stock") included as Exhibit 2.5 hereto.

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

GENERAL

    Pursuant to our Second Restated Certificate of Incorporation (the
"Certificate"), we are authorized to issue up to 25,000,000 shares of preferred
stock, $1.00 par value per share, in one or more series, with such designations,
powers, preferences and relative, participating, optional or other special
rights and qualifications, limitations or restrictions thereon, including, but
not limited to, dividend rights, dividend rate or rates, conversion rights,
voting rights, rights and terms of redemption, including sinking fund
provisions, the redemption price or prices and the liquidation preferences in
each case, if any, as are permitted by Delaware law and as the Board of
Directors may determine by adoption of an amendment to the Certificate without
any further vote or action by our stockholders.

    The following summary of the terms and provisions of the Series D Preferred
Stock does not purport to be complete and is qualified in its entirety by
reference to the pertinent sections in the Certificate and the Certificate of
Designation creating the Series D Preferred Stock, which have been furnished as
Exhibits 2.1 and 2.5, respectively.

MATURITY

    The Series D Preferred Stock has no stated maturity and will not be subject
to any sinking fund or mandatory redemption.

DIVIDENDS

    Holders of shares of the Series D Preferred Stock are entitled to receive,
when, as and if declared by our Board of Directors or authorized Board
committee, out of funds legally available for the payment of dividends,
cumulative preferential cash dividends at the rate of 7 7/8% of the liquidation
preference per annum per share, equivalent to $1.96875 per share.

    Dividends on the Series D Preferred Stock shall be cumulative from the date
of original issue and shall be payable quarterly in arrears on or about the 15th
day of January, April, July and October or, if not a business day, the next
succeeding business day. The first dividend on the Series D Preferred Stock is
scheduled to be paid on October 15, 2003. Any dividend payable on the Series D
Preferred Stock for any partial dividend period will be computed on the basis of
a 360-day year consisting of twelve 30-day months. Dividends will be payable to
holders of record as they appear in our stock records at the close of business
on the applicable record date, which shall be the last day of the calendar month
first preceding the applicable dividend payment date or on such other date
designated by the Board of Directors for the payment of dividends that is not
more than 30 nor less than 10 days prior to such dividend payment date.

    No dividends on shares of Series D Preferred Stock will be declared by the
Board of Directors or paid or set apart for payment by us if such declaration or
payment shall be restricted or prohibited by law.

    Notwithstanding the foregoing, dividends on the Series D Preferred Stock
will accrue whether or not we have earnings, whether or not there are funds
legally available for the payment of such dividends and whether or not such
dividends are declared. Accrued but unpaid dividends on the Series D Preferred
Stock will not bear interest and holders of the Series D Preferred Stock will
not be entitled to any dividends in excess of full cumulative dividends
described above. Any dividend payment made on the Series D Preferred Stock will
first be credited against the earliest accumulated but unpaid dividend due with
respect to such shares that remains payable.

    If, for any taxable year, we elect to designate as "capital gain dividends,"
as defined in Section 857 of the Internal Revenue Code, any portion of the
dividends, as determined for federal income tax purposes, paid or made available
for the year to holders of all classes of stock, then the portion of the capital
gains dividends that will be allocable to the holders of Series D Preferred
Stock will be the amount that the total dividends, as determined for federal
income tax purposes, paid or made available to the holders of the Series D
Preferred Stock for the year bears to the total dividends paid or made available
for the year to holders of all classes of stock. We will make a similar
allocation with respect to any of our undistributed long-term capital gains that
are to be included in our stockholders' long-term capital gains, based on the
allocation of the capital gains amount that would have resulted if such
undistributed long-term capital gains had been distributed as capital gains
dividends by us to our stockholders. See our Annual Report on Form 10-K for the
fiscal year ended December 31, 2002 under the heading "Taxation."



    No full dividends will be declared or paid or set apart for payment on any
series of preferred stock ranking, as to dividends, on a parity with or junior
to the Series D Preferred Stock, other than a dividend in shares of any class of
stock ranking junior to the Series D Preferred Stock as to dividends and upon
liquidation, for any period unless full cumulative dividends have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof is set apart for such payment on the Series D Preferred Stock
for all past dividend periods and the then current dividend period. When
dividends are not paid in full, or a sum sufficient for such full payment is not
so set apart, upon the Series D Preferred Stock and the shares of any other
series of preferred stock ranking on a parity as to dividends with the Series D
Preferred Stock, all dividends declared upon the Series D Preferred Stock and
any other series of preferred stock ranking on a parity as to dividends with the
Series D Preferred Stock will be declared pro rata so that the amount of
dividends declared per share of Series D Preferred Stock and such other series
of preferred stock will bear to each other the same ratio that accrued dividends
per share on the Series D Preferred Stock and such other series of preferred
stock bear to each other. If such other preferred stock does not have a
cumulative dividend, there will be no accrual in respect of unpaid dividends for
prior dividend periods for such preferred stock.

    Except as provided in the immediately preceding paragraph, unless full
cumulative dividends on the Series D Preferred Stock have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof is set apart for payment for all past dividend periods and the
then current dividend period, no dividends (other than in shares of common stock
or other shares of capital stock ranking junior to the Series D Preferred Stock
as to dividends and upon liquidation) will be declared or paid or set aside for
payment nor will any other distribution be declared or made upon the common
stock, or any of our other capital stock ranking junior to or on a parity with
the Series D Preferred Stock as to dividends or upon liquidation. Further, no
shares of common stock or any other shares of our capital stock ranking junior
to or on a parity with the Series D Preferred Stock as to dividends or upon
liquidation will be redeemed, purchased or otherwise acquired by us for any
consideration, and no money will be paid to or made available for a sinking fund
for the redemption of any such shares of any such stock. However, such shares
may be converted into or exchanged for other capital stock of ours ranking
junior to the Series D Preferred Stock as to dividends and upon liquidation and
may be acquired by us for the purpose of preserving our qualification as a REIT.

LIQUIDATION PREFERENCES

    Upon our voluntary or involuntary liquidation, dissolution or winding up of
our affairs, the holders of the Series D Preferred Stock are entitled to be paid
out of our assets legally available for distribution to our stockholders a
liquidation preference of $25.00 per share, plus an amount equal to any accrued
and unpaid dividends to the date of payment, before any distribution of assets
is made to holders of common stock or any other class or series of our capital
stock that ranks junior to the Series D Preferred Stock as to liquidation
rights.

REDEMPTION

    The Series D Preferred Stock is not redeemable prior to July 9, 2008. On and
after July 9, 2008, we may redeem shares of the Series D Preferred Stock, at our
option at any time and from time to time, in whole or in part, upon not less
than 30 nor more than 60 days' written notice, for cash at a redemption price of
$25.00 per share, plus all accrued and unpaid dividends thereon to the date
fixed for redemption, to the extent we have funds legally available therefor.
The redemption price (other than the portion thereof consisting of accrued and
unpaid dividends) is payable solely out of the sale proceeds of our other
capital stock, which may include shares of other series of preferred stock. For
purposes of the preceding sentence, "capital stock" means any common stock,
preferred stock, depository shares, interests, participation or other ownership
interests (however designated) and any rights (other than debt securities
convertible into or exchangeable for equity securities) or options to purchase
any of the foregoing. Holders of Series D Preferred Stock to be redeemed must
surrender the certificates representing the shares of such Series D Preferred
Stock at the place designated in such notice and will be entitled to the
redemption price and any accrued and unpaid dividends payable upon such
redemption following such surrender. If notice of redemption of any shares of
Series D Preferred Stock has been given and if the funds necessary for such
redemption have been set aside by us in trust for the benefit of the holders of
any shares of Series D Preferred Stock so called for redemption, then from and
after the redemption date dividends will cease to accrue on such shares of
Series D Preferred Stock, such shares of Series D Preferred Stock will no longer
be deemed outstanding and all rights of the holders of such shares will




terminate, except the right to receive the redemption price. If less than all of
the outstanding Series D Preferred Stock is to be redeemed, the Series D
Preferred Stock to be redeemed will be selected pro rata (as nearly as may be
practicable without creating fractional shares) or by any other equitable method
determined by us.

    Unless full cumulative dividends on all shares of Series D Preferred Stock
have been or contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof set apart for payment for all past dividend
periods and the then current dividend period, no shares of Series D Preferred
Stock will be redeemed unless all outstanding shares of Series D Preferred Stock
are simultaneously redeemed and we will not purchase or otherwise acquire
directly or indirectly any shares of Series D Preferred Stock (except by
exchange for our capital stock ranking junior to the Series D Preferred Stock as
to dividends and upon liquidation); provided, however, that the foregoing will
not prevent the purchase by us of shares of Series D Preferred Stock in order to
ensure that we continue to meet the requirements for qualification as a REIT, or
the purchase or acquisition of shares of Series D Preferred Stock pursuant to a
purchase or exchange offer made on the same terms to holders of all outstanding
shares of Series D Preferred Stock. See "Restrictions on Ownership and Transfer"
below. So long as no dividends are in arrears, we will be entitled at any time
and from time to time to repurchase shares of Series D Preferred Stock in
open-market transactions duly authorized by the Board of Directors and effected
in compliance with applicable laws.

    Notice of redemption will be given by publication in a newspaper of general
circulation in the City of New York, such publication to be made once a week for
two successive weeks commencing not less than 30 nor more than 60 days prior to
the redemption date. A similar notice furnished by us will be mailed, postage
prepaid, not less than 30 nor more than 60 days prior to the redemption date,
addressed to the respective holders of record of the Series D Preferred Stock to
be redeemed at their respective addresses as they appear on the stock transfer
records of the transfer agent. No failure to give such notice or any defect
therein or in the mailing thereof will affect the validity of the proceedings
for the redemption of any shares of Series D Preferred Stock except as to the
holder to whom notice was defective or not given.

    Each notice will state:

         (i) the redemption date;

         (ii) the redemption price;

         (iii) the number of shares of Series D Preferred Stock to be redeemed;

         (iv) the place or places where the Series D Preferred Stock is to be
     surrendered for payment of the redemption price; and

         (v) that dividends on the shares to be redeemed will cease to accrue on
     such redemption date.

    If less than all of the Series D Preferred Stock held by any holder is to be
redeemed, the notice mailed to such holder also will specify the number of
shares of Series D Preferred Stock held by such holder to be redeemed.

    Immediately prior to any redemption of Series D Preferred Stock, we will
pay, in cash, any accumulated and unpaid dividends through the redemption date,
unless a redemption date falls after a dividend record date and prior to the
corresponding dividend payment date, in which case each holder of Series D
Preferred Stock at the close of business on such dividend record date will be
entitled to the dividend payable on such shares on the corresponding dividend
payment date notwithstanding the redemption of such shares before such dividend
payment date.

RANK

    The Series D Preferred Stock will, with respect to dividend rights and
rights upon our liquidation, dissolution or winding up, rank:

    -   senior to all classes or series of our common stock, and to all equity
        securities ranking junior to the Series D Preferred Stock with respect
        to dividend rights or rights upon our liquidation, dissolution or
        winding up,



    -   on parity with our Junior Participating Preferred Stock, Series A, our
        8 7/8% Series B Cumulative Redeemable Preferred Stock, our Series C
        Cumulative Convertible Preferred Stock and all other equity securities
        to be issued by us the terms of which specifically provide that such
        equity securities rank on parity with the Series D Preferred Stock with
        respect to dividend rights or rights upon our liquidation, dissolution
        or winding up, and

    -   junior to all equity securities issued by us the terms of which
        specifically provide that such equity securities rank senior to the
        Series D Preferred Stock with respect to dividend rights or rights upon
        our liquidation, dissolution or winding up.

VOTING RIGHTS

    Holders of the Series D Preferred Stock will not have any voting rights,
except as set forth below or as otherwise required by law.

    Whenever dividends on the Series D Preferred Stock are in arrears for six or
more quarterly periods, whether or not consecutive, the holders of the Series D
Preferred Stock (voting separately as a class with holders of all other series
of our preferred stock upon which like voting rights have been conferred and are
exercisable) will be entitled to vote for the election of a total of two
additional directors of our Company. Such voting right would be exercisable at
the next annual meeting of stockholders or at a special meeting called by
holders of record of at least 25% of the Series D Preferred Stock or by holders
of any such other series of preferred stock so in arrears with like voting
rights (unless such request is received less than 90 days before the date fixed
for the next annual meeting of stockholders), and at each subsequent annual
meeting. Such voting right would continue until all dividends accumulated on the
Series D Preferred Stock for the past dividend periods and the dividend for the
then current dividend period either have been fully paid or have been declared
and a sum sufficient for the payment thereof set aside for payment.

    So long as any shares of Series D Preferred Stock remain outstanding, we
will not, without the consent of the affirmative vote of the holders of at least
two-thirds of the shares of Series D Preferred Stock outstanding at the time
given in person or by proxy, either in writing or at a meeting (such Series D
Preferred Stock voting separately as a class):

    -   authorize, create or issue, or increase the authorized or issued amount
        of, any series of stock ranking senior to such Series D Preferred Stock
        with respect to payment of dividends, or in the distribution of assets
        on liquidation, dissolution or winding up, or reclassify any of our
        authorized stock into any such shares, or create, authorize or issue any
        obligation or security convertible into or evidencing the right to
        purchase any such shares, or

    -   repeal, amend, or otherwise change any of the provisions applicable to
        the Series D Preferred Stock in any manner that materially and adversely
        affects the powers, preferences, or other special rights or privileges
        of the Series D Preferred Stock or the holders thereof.

However,

    -   increases in the amount of our authorized preferred stock or the
        creation or issuance of other series of preferred stock, or

    -   increases in the amount of authorized shares of such series or of any
        other series of preferred stock, in each case ranking on a parity with
        or junior to the Series D Preferred Stock,

will not be deemed to materially and adversely affect such powers, preferences,
or other special rights or privileges.

    The foregoing voting provisions will not apply if, at or prior to the time
when the act with respect to which such vote would otherwise be required will be
effected, all outstanding shares of Series D Preferred Stock have been redeemed
or called for redemption upon proper notice and sufficient funds have been
deposited in trust to effect such redemption.



    Except as expressly stated in the Certificate of Designation, the Series D
Preferred Stock will not have any relative, participating, optional or other
special voting rights and powers, and the consent of the holders thereof will
not be required for the taking of any corporate action, including, but not
limited to, any merger or consolidation in which we are involved or a sale of
all or substantially all of our assets, except to the extent that such merger,
consolidation or sale changes the express powers, preferences, rights or
privileges of the holders of the Series D Preferred Stock in a manner that would
materially and adversely affect the holders of the Series D Preferred Stock.

CONVERSION

    The Series D Preferred Stock is not convertible into or exchangeable for any
of our other property or securities.

RESTRICTIONS ON OWNERSHIP AND TRANSFER

    In addition to other qualifications, for us to qualify as a REIT, (1) not
more than 50% in value of our outstanding capital stock, including the Series D
Preferred Stock, may be owned, actually or constructively, by five or fewer
individuals at any time during the last half of our taxable year and (2) our
outstanding stock must be beneficially owned by 100 or more persons on 335 days
of a taxable year of 12 months or during a proportionate part of a shorter
taxable year, other than the first year for which a REIT election was made.

    Under our by-laws we may refuse to transfer any shares, passing either by
voluntary transfer, by operation of law, or under the last will and testament of
any stockholder, if such transfer would or might, in the opinion of our Board of
Directors or counsel, disqualify us as a real estate investment trust. The
Certificate of Designation for the Series D Preferred Stock contains
restrictions on the ownership and transfer of the Series D Preferred Stock that
are designed to assist us in complying with certain REIT requirements.
Specifically, in addition to restating our authority to refuse transfers of the
Series D Preferred Stock that could disqualify us as a REIT, these restrictions
provide that no person may acquire shares of Series D Preferred Stock that, when
combined with all other holdings by such person of shares of Series D Preferred
Stock and our shares of any other class or series, would result in the direct or
indirect beneficial ownership by such person of our shares with a market value
exceeding 9.8% of the market value of all of our outstanding equity of all
classes, calculated on a combined basis. Further, these restrictions prohibit
any issuance or transfer of any Series D Preferred Stock to any person to the
extent that, following such issuance or transfer, such person would own shares
issued by us having an aggregate market value in excess of such total ownership
value limit. Any purported transfer of Series D Preferred Stock that would
otherwise result in any person violating such total ownership value limit, or
such higher limit as may be permitted by our Board of Directors in a particular
situation, will be void and have no force or effect. For purposes of the
application of these restrictions to any person, any securities convertible into
our shares and any rights or options to acquire our shares that are held by such
person shall be treated as if such conversion rights, acquisition rights and
options had been exercised.

    If this provision of the Certificate of Designation is determined to be
invalid by virtue of any legal decision, statute, rule or regulation, then the
transferee of the shares of Series D Preferred Stock will be deemed to have
acted as our agent in acquiring such shares that are in excess of the limit, and
will be deemed to hold such excess shares on our behalf. As the equivalent of
treasury securities for such purposes, the excess shares will not be entitled to
any voting rights, will not be considered to be outstanding for quorum or voting
purposes, and will not be entitled to receive dividends or any other
distribution with respect to such shares. Any person who receives dividends or
any other distribution in respect of the excess shares will hold the same as our
agent and for the transferee of the excess shares following a permitted
transfer.

    The Certificate of Designation further provides that any person who violates
the above-described restrictions on ownership in acquiring actual or
constructive ownership of shares of Series D Preferred Stock is required to give
immediate notice to us and provide us with such other information as we may
request in order to determine the effect of such acquisition on our status as a
REIT.

    The foregoing ownership and transfer restrictions will not preclude the
settlement of any transactions through the facilities of the NYSE or any other
national securities exchange or automated inter-dealer quotation system on which
the Series D Preferred Stock is traded. Settlement of any transaction, however,
will not negate the effect of the ownership and transfer restrictions described
above, which shall remain applicable to all acquiring persons.






ITEM 2. EXHIBITS.

2.1  Second Restated Certificate of Incorporation of the Company (filed with the
     Commission as Exhibit 3.1 to the Company's Form 10-K filed March 20, 2000,
     and incorporated herein by reference thereto).

2.2  Certificate of Amendment of Second Restated Certificate of Incorporation of
     the Company (filed with the Commission as Exhibit 3.1 to the Company's Form
     10-K filed March 20, 2000, and incorporated herein by reference thereto).

2.3  Certificate of Amendment of Second Restated Certificate of Incorporation of
     the Company (filed with the Commission as Exhibit 3.1 to the Company's Form
     8-K filed June 13, 2003, and incorporated herein by reference thereto).

2.4  Amended and Restated By-Laws of the Registrant (filed with the Commission
     as Exhibit 3.1 to the Company's Form 8-K filed October 24, 1997, and
     incorporated herein by reference thereto).

2.5  Certificate of Designation of 7 7/8% Series D Cumulative Redeemable
     Preferred Stock.

2.6  Specimen Share Certificate for 7 7/8% Series D Cumulative Redeemable
     Preferred Stock (filed with the Commission as Exhibit 2.6 to the Company's
     Form 8-A filed June 13, 2003, and incorporated herein by reference
     thereto).





                                    SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.


Dated:  July 8, 2003                 HEALTH CARE REIT, INC.

                                     By   /s/ George L. Chapman
                                          ------------------------------
                                          George L. Chapman
                                          Chairman of the Board and
                                          Chief Executive Officer





                                INDEX TO EXHIBITS

2.1  Second Restated Certificate of Incorporation of the Company (filed with the
     Commission as Exhibit 3.1 to the Company's Form 10-K filed March 20, 2000,
     and incorporated herein by reference thereto).

2.2  Certificate of Amendment of Second Restated Certificate of Incorporation of
     the Company (filed with the Commission as Exhibit 3.1 to the Company's Form
     10-K filed March 20, 2000, and incorporated herein by reference thereto).

2.3  Certificate of Amendment of Second Restated Certificate of Incorporation of
     the Company (filed with the Commission as Exhibit 3.1 to the Company's Form
     8-K filed June 13, 2003, and incorporated herein by reference thereto).

2.4  Amended and Restated By-Laws of the Registrant (filed with the Commission
     as Exhibit 3.1 to the Company's Form 8-K filed October 24, 1997, and
     incorporated herein by reference thereto).

2.5  Certificate of Designation of 7 7/8% Series D Cumulative Redeemable
     Preferred Stock.

2.6  Specimen Share Certificate for 7 7/8% Series D Cumulative Redeemable
     Preferred Stock (filed with the Commission as Exhibit 2.6 to the Company's
     Form 8-A filed June 13, 2003, and incorporated herein by reference
     thereto).

EX-2.5

                                                                     Exhibit 2.5



                           CERTIFICATE OF DESIGNATION

                                       OF

              7-7/8% SERIES D CUMULATIVE REDEEMABLE PREFERRED STOCK

                                       OF

                             HEALTH CARE REIT, INC.


                         PURSUANT TO SECTION 151 OF THE
                GENERAL CORPORATION LAW OF THE STATE OF DELAWARE


                  The undersigned duly authorized officer of Health Care REIT,
Inc., a corporation organized and existing under the General Corporation Law of
the State of Delaware (the "Corporation"), does hereby certify that, pursuant to
authority conferred upon the Board of Directors of the Company (the "Board") by
the Second Restated Certificate of Incorporation of the Corporation and pursuant
to Section 151 of the General Corporation Law of the State of Delaware, the
Securities Issuance Committee of the Board, acting by unanimous written consent
effective as of June 11, 2003 pursuant to authority delegated to it by the Board
by resolution adopted by unanimous written consent effective as of June 9, 2003,
adopted a resolution (i) authorizing a new series of the Corporation's
previously authorized Preferred Stock, $1.00 par value per share (the "Preferred
Stock"), and (ii) providing for the designations, preferences and relative,
participating, optional or other rights, and the qualifications, limitations or
restrictions thereof, of 4,000,000 shares of 7-7/8% Series D Cumulative
Redeemable Preferred Stock of the Corporation, as follows:

                  RESOLVED, that the Corporation is authorized to issue
4,000,000 shares of 7-7/8% Series D Cumulative Redeemable Preferred Stock, $1.00
par value per share, which shall have the following powers, designations,
preferences and other special rights:

                  Section 1. Designation and Amount. The shares of such series
shall be designated as "7-7/8% Series D Cumulative Redeemable Preferred Stock"
(the "Series D Preferred Stock") and the number of shares constituting such
series shall be Four Million (4,000,000).

                  Section 2. Maturity. The Series D Preferred Stock shall have
no stated maturity and will not be subject to any sinking fund or mandatory
redemption.


                  Section 3. Rank. The Series D Preferred Stock shall, with
respect to dividend rights and rights upon liquidation, dissolution or winding
up of the Corporation, rank (i) senior to all classes or series of common stock
of the Corporation, and to all equity securities ranking junior to the Series D
Preferred Stock with respect to dividend rights or rights upon liquidation,
dissolution or winding up of the Corporation, (ii) on a parity with the
Corporation's Junior Participating Preferred Stock, Series A, the Corporation's
8 7/8% Series B Cumulative Redeemable Preferred Stock, the Corporation's Series
C Cumulative Convertible Preferred Stock, and all other equity securities issued
by the Corporation the terms of which specifically provide that such equity
securities rank on a parity with the Series D Preferred Stock with respect to
dividend rights and rights upon liquidation, dissolution or winding up of the
Corporation, and (iii) junior to equity securities issued by the Corporation to
the extent that the terms of such equity securities specifically provide that
such equity securities rank senior to the Series D Preferred Stock with respect
to dividend rights or rights upon liquidation, dissolution or winding up of the
Corporation.

                  Section 4. Dividends.

                  (A) Holders of shares of the Series D Preferred Stock are
entitled to receive, when, as and if declared by the Board of Directors (or a
duly authorized committee thereof), out of funds of the Corporation legally
available for the payment of dividends, cumulative preferential cash dividends
at the rate of 7-7/8% of the liquidation preference per annum per share
(equivalent to $1.96875 per share).

                  (B) Dividends on the Series D Preferred Stock shall be
cumulative from the date of original issue and shall be payable quarterly in
arrears on or about the 15th day of January, April, July and October or, if not
a business day, the next succeeding business day (each, a "Dividend Payment
Date"). The first dividend on the Series D Preferred Stock is scheduled to be
paid on October 15, 2003. Any dividend payable on the Series D Preferred Stock
for any partial dividend period will be computed on the basis of a 360-day year
consisting of twelve 30-day months. Dividends will be payable to holders of
record as they appear in the stock records of the Corporation at the close of
business on the applicable record date, which shall be the last day of the
calendar month first preceding the applicable Dividend Payment Date or on such
other date designated by the Board of Directors of the Corporation for the
payment of dividends that is not more than 30 nor less than 10 days prior to
such Dividend Payment Date (each, a "Dividend Record Date").

                  (C) No dividends on shares of Series D Preferred Stock shall
be declared by the Board of Directors or paid or set apart for payment by the
Corporation if such declaration or payment is restricted or prohibited by law.

                  (D) Notwithstanding the foregoing, dividends on the Series D
Preferred Stock will accrue whether or not the Corporation has earnings, whether
or not there are funds legally available for the payment of such dividends and
whether or not such dividends are declared. Accrued but unpaid dividends on the
Series D Preferred Stock will not bear interest and holders of the Series D
Preferred Stock will not be entitled to any dividends in excess of full
cumulative dividends described above. Any dividend payment made on the Series D
Preferred Stock shall

                                       2


first be credited against the earliest accumulated but unpaid dividend due with
respect to such shares that remains payable.

                  (E) If, for any taxable year, the Corporation elects to
designate as "capital gain dividends" (as defined in Section 857 of the Internal
Revenue Code of 1986, as amended (the "Code")) any portion (the "Capital Gains
Amount") of the dividends (as determined for federal income tax purposes) paid
or made available for the year to holders of all classes of stock (the "Total
Dividends"), then the portion of the Capital Gains Amount that shall be
allocable to the holders of Series D Preferred Stock shall be the amount that
the total dividends (as determined for federal income tax purposes) paid or made
available to the holders of the Series D Preferred Stock for the year bears to
the Total Dividends. The Corporation will make a similar allocation for each
taxable year with respect to any undistributed long-term capital gains of the
Corporation that are to be included in its stockholders' long-term capital
gains, based on the allocation of the Capital Gains Amount that would have
resulted if such undistributed long-term capital gains had been distributed as
"capital gains dividends" by the Corporation to its stockholders.

                  (F) No full dividends will be declared or paid or set apart
for payment on any series of Preferred Stock ranking, as to dividends, on a
parity with or junior to the Series D Preferred Stock (other than a dividend in
shares of any class of stock ranking junior to the Series D Preferred Stock as
to dividends and upon liquidation) for any period unless full cumulative
dividends have been or contemporaneously are declared and paid or declared and a
sum sufficient for the payment thereof is set apart for such payment on the
Series D Preferred Stock for all past dividend periods and the then current
dividend period. When dividends are not paid in full (or a sum sufficient for
such full payment is not so set apart) upon the Series D Preferred Stock and the
shares of any other series of Preferred Stock ranking on a parity as to
dividends with the Series D Preferred Stock, all dividends declared upon the
Series D Preferred Stock and any other series of Preferred Stock ranking on a
parity as to dividends with the Series D Preferred Stock shall be declared pro
rata so that the amount of dividends declared per share of Series D Preferred
Stock and such other series of Preferred Stock shall in all cases bear to each
other the same ratio that accrued dividends per share on the Series D Preferred
Stock and such other series of Preferred Stock (which shall not include any
accrual in respect of unpaid dividends for prior dividend periods if such
Preferred Stock does not have a cumulative dividend) bear to each other.

                  (G) Except as provided in the immediately preceding paragraph,
unless full cumulative dividends on the Series D Preferred Stock have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof is set apart for payment for all past dividend periods and the
then current dividend period, no dividends (other than in shares of Common Stock
or other shares of capital stock ranking junior to the Series D Preferred Stock
as to dividends and upon liquidation) shall be declared or paid or set aside for
payment on nor shall any other distribution be declared or made upon the Common
Stock, or any other capital stock of the Corporation ranking junior to or on a
parity with the Series D Preferred Stock as to dividends or upon liquidation,
nor shall any shares of Common Stock, or any other shares of capital stock of
the Corporation ranking junior to or on a parity with the Series D Preferred
Stock as to dividends or upon liquidation be redeemed, purchased or otherwise
acquired for any consideration (or any moneys be paid to or made available for a
sinking fund

                                       3


for the redemption of any such shares of any such stock) by the Corporation
(except by conversion into or exchange for other capital stock of the
Corporation ranking junior to the Series D Preferred Stock as to dividends and
upon liquidation or for the purpose of preserving the Corporation's
qualification as a Real Estate Investment Trust (a "REIT")).

                  Section 5. Liquidation Preference. Upon any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, the holders of the Series D Preferred Stock shall be entitled to be
paid out of the assets of the Corporation legally available for distribution to
its stockholders a liquidation preference of $25.00 per share, plus an amount
equal to any accrued and unpaid dividends to the date of payment, before any
distribution of assets is made to holders of Common Stock or any other class or
series of capital stock of the Corporation that ranks junior to the Series D
Preferred Stock as to liquidation rights. For such purposes, the consolidation
or merger of the Corporation with or into any other corporation, or the sale,
lease or conveyance of all or substantially all of the property or business of
the Corporation, shall not be deemed to constitute a liquidation, dissolution or
winding up of the Corporation.

                  Section 6. Redemption.

                  (A) The Series D Preferred Stock shall not be redeemable prior
to July 9, 2008. On and after July 9, 2008, the Corporation, at its option, upon
not less than 30 nor more than 60 days' written notice, may redeem shares of the
Series D Preferred Stock, in whole or in part, at any time or from time to time,
for cash at a redemption price of $25.00 per share, plus all accrued and unpaid
dividends thereon to the date fixed for redemption, to the extent the
Corporation has funds legally available therefore. The redemption price (other
than the portion thereof consisting of accrued and unpaid dividends) is payable
solely out of the sale proceeds of other capital stock of the Corporation, which
may include shares of other series of Preferred Stock. For purposes of the
preceding sentence, "capital stock" means any common stock, preferred stock,
depository shares, interests, participation or other ownership interests
(however designated) and any rights (other than debt securities convertible into
or exchangeable for equity securities) or options to purchase any of the
foregoing. Holders of Series D Preferred Stock to be redeemed shall surrender
such Series D Preferred Stock at the place designated in such notice and shall
be entitled to the redemption price and any accrued and unpaid dividends payable
upon such redemption following such surrender. If notice of redemption of any
shares of Series D Preferred Stock has been given and if the funds necessary for
such redemption have been set aside by the Corporation in trust for the benefit
of the holders of any shares of Series D Preferred Stock so called for
redemption, then from and after the redemption date dividends will cease to
accrue on such shares of Series D Preferred Stock, such shares of Series D
Preferred Stock shall no longer be deemed outstanding and all rights of the
holders of such shares will terminate, except the right to receive the
redemption price. If less than all of the outstanding Series D Preferred Stock
is to be redeemed, the Series D Preferred Stock to be redeemed shall be selected
pro rata (as nearly as may be practicable without creating fractional shares) or
by any other equitable method determined by the Corporation.

                  (B) Unless full cumulative dividends on all shares of Series D
Preferred Stock shall have been or contemporaneously are declared and paid or
declared and a sum sufficient for

                                       4


the payment thereof set apart for payment for all past dividend periods and the
then current dividend period, no shares of Series D Preferred Stock shall be
redeemed unless all outstanding shares of Series D Preferred Stock are
simultaneously redeemed and the Corporation shall not purchase or otherwise
acquire directly or indirectly any shares of Series D Preferred Stock (except by
exchange for capital stock of the Corporation ranking junior to the Series D
Preferred Stock as to dividends and upon liquidation); provided, however, that
the foregoing shall not prevent the purchase by the Corporation of shares of
Series D Preferred Stock in order to ensure that the Corporation continues to
meet the requirements for qualification as a REIT, or the purchase or
acquisition of shares of Series D Preferred Stock pursuant to a purchase or
exchange offer made on the same terms to holders of all outstanding shares of
Series D Preferred Stock. So long as no dividends are in arrears, the
Corporation shall be entitled at any time and from time to time to repurchase
shares of Series D Preferred Stock in open-market transactions duly authorized
by the Board of Directors and effected in compliance with applicable laws.

                  (C) Notice of redemption shall be given by publication in a
newspaper of general circulation in the City of New York, such publication to be
made once a week for two successive weeks commencing not less than 30 nor more
than 60 days prior to the redemption date. A similar notice furnished by the
Corporation will be mailed, postage prepaid, not less than 30 nor more than 60
days prior to the redemption date, addressed to the respective holders of record
of the Series D Preferred Stock to be redeemed at their respective addresses as
they appear on the stock transfer records of the transfer agent. No failure to
give such notice or any defect therein or in the mailing thereof shall affect
the validity of the proceedings for the redemption of any shares of Series D
Preferred Stock except as to the holder to whom notice was defective or not
given. Each notice shall state: (i) the redemption date; (ii) the redemption
price; (iii) the number of shares of Series D Preferred Stock to be redeemed;
(iv) the place or places where the Series D Preferred Stock is to be surrendered
for payment of the redemption price; and (v) that dividends on the shares to be
redeemed will cease to accrue on such redemption date. If less than all of the
Series D Preferred Stock held by any holder is to be redeemed, the notice mailed
to such holder shall also specify the number of shares of Series D Preferred
Stock held by such holder to be redeemed.

                  (D) Immediately prior to any redemption of Series D Preferred
Stock, the Corporation shall pay, in cash, any accumulated and unpaid dividends
through the redemption date, unless a redemption date falls after a Dividend
Record Date and prior to the corresponding Dividend Payment Date, in which case
each holder of Series D Preferred Stock at the close of business on such
Dividend Record Date shall be entitled to the dividend payable on such shares on
the corresponding Dividend Payment Date notwithstanding the redemption of such
shares before such Dividend Payment Date.

                  (E) From and after the redemption date (unless default shall
be made by the Corporation in providing for the payment of the redemption price
plus accumulated and unpaid dividends, if any), dividends shall cease to
accumulate on the shares of the Series D Preferred Stock called for redemption
and all rights of the holders thereof (except the right to receive the
redemption price plus accumulated and unpaid dividends, if any) shall cease.

                                       5


                  Section 7. Voting Rights.

                  (A) Holders of the Series D Preferred Stock shall not have any
voting rights except as set forth in this Section 7 or as otherwise required by
law. To the extent that voting rights otherwise required by law can be waived or
released, such voting rights are hereby waived and released.

                  (B) Whenever dividends on the Series D Preferred Stock shall
be in arrears for six or more quarterly periods, whether or not consecutive, the
holders of the Series D Preferred Stock (voting separately as a class with
holders of all other series of Preferred Stock upon which like voting rights
have been conferred and are exercisable) will be entitled to vote for the
election of a total of two additional directors of the Corporation at the next
annual meeting of stockholders or at a special meeting called by holders of
record of at least 25% of the Series D Preferred Stock or by holders of any such
other series of Preferred Stock so in arrears with like voting rights (unless
such request is received less than 90 days before the date fixed for the next
annual meeting of stockholders), and at each subsequent annual meeting until all
dividends accumulated on the Series D Preferred Stock for the past dividend
periods and the dividend for the then current dividend period either have been
fully paid or have been declared and a sum sufficient for the payment thereof
set aside for payment. In such case, the entire Board of Directors of the
Corporation will be increased by two directors.

                  (C) So long as any shares of Series D Preferred Stock remain
outstanding, the Corporation shall not, without the consent or the affirmative
vote of the holders of at least two-thirds of the shares of Series D Preferred
Stock outstanding at the time given in person or by proxy, either in writing or
at a meeting (such Series D Preferred Stock voting separately as a class) (i)
authorize, create or issue, or increase the authorized or issued amount of, any
series of stock ranking prior to such Series D Preferred Stock with respect to
payment of dividends, or in the distribution of assets on liquidation,
dissolution or winding up, or reclassify any authorized stock of the Corporation
into any such shares, or create, authorize or issue any obligation or security
convertible into or evidencing the right to purchase any such shares or (ii)
repeal, amend, or otherwise change any of the provisions applicable to the
Series D Preferred Stock in any manner that materially and adversely affects the
powers, preferences, or other special rights or privileges of the Series D
Preferred Stock or the holders thereof; provided, however, that any increases in
the amount of the authorized Preferred Stock or the creation or issuance of
other series of Preferred Stock, or any increase in the amount of authorized
shares of such series or of any other series of Preferred Stock, in each case
ranking on a parity with or junior to the Series D Preferred Stock, shall not be
deemed to materially and adversely affect such powers, preferences, or other
special rights or privileges.

                  (D) The foregoing voting provisions will not apply if, at or
prior to the time when the act with respect to which such vote would otherwise
be required shall be effected, all outstanding shares of Series D Preferred
Stock shall have been redeemed or called for redemption upon proper notice and
sufficient funds shall have been deposited in trust to effect such redemption.


                                       6




                  (E) Except as expressly stated in this Certificate of
Designation, the Series D Preferred Stock shall not have any relative,
participating, optional or other special voting rights and powers, and the
consent of the holders thereof shall not be required for the taking of any
corporate action, including but not limited to any merger or consolidation
involving the Corporation or a sale of all or substantially all of the assets of
the Corporation, except to the extent that such merger, consolidation or sale
changes the express powers, preferences, rights or privileges of holders of the
Series D Preferred Stock as specified herein in a manner that would materially
and adversely affect the holders of the Series D Preferred Stock.

                  Section 8. Conversion. The Series D Preferred Stock shall not
be convertible into or exchangeable for any other property or securities of the
Corporation.

                  Section 9. Restrictions on Ownership and Transfer to Preserve
Tax Benefit.

                  (A) Limit on Stock Ownership. No person may acquire shares of
the Series D Preferred Stock that, when combined with all other holdings by such
person of shares of the Series D Preferred Stock and shares of any other class
or series of the Corporation, would result in the direct or indirect ownership
by such person of shares of the Corporation with a market value exceeding 9.8%
of the market value of all of the outstanding shares of all classes of the
Corporation calculated on a combined basis (the "Ownership Value Limit"), and no
shares of Series D Preferred Stock may be issued or transferred to any person to
the extent that, following such issuance or transfer, the market value of such
person's ownership of shares of the Corporation would exceed the Ownership Value
Limit. For purposes of the application of this restriction to any person, any
securities convertible into shares of the Corporation and any rights or options
to acquire shares of the Corporation that are held by such person shall be
treated as if such conversion rights, acquisition rights, and options had been
exercised. Further, no person may acquire or own shares of Series D Preferred
Stock to the extent that the acquisition or ownership would result in the
Corporation being "closely held" under Section 856(h) of the Code or otherwise
cause the Corporation to fail to qualify as a REIT.

                  (B) Notice and Request for Information. Any person who
violates the restrictions on ownership contained in this Section 9 in acquiring
actual or constructive ownership of shares of Series D Preferred Stock is
required to give notice thereof immediately to the Corporation and provide the
Corporation with such other information as the Corporation may request in order
to determine the effect of such acquisition on the Corporation's status as a
REIT.

                  (C) Transfers in Excess of the Ownership Value Limit. If any
purported transfer of Series D Preferred Stock or any other event would
otherwise result in any person violating the Ownership Value Limit or such other
limit as permitted by the Board of Directors, then any such purported transfer
will be void and of no force or effect with respect to the purported transferee
(the "Prohibited Transferee") as to that number of shares of Series D Preferred
Stock with a value that caused the Prohibited Transferee to exceed the Ownership
Value Limit or such other limit (the "Excess Shares"), and the Prohibited
Transferee shall acquire no right or interest (or, in the case of any event
other than a purported transfer, the person or entity holding record title to
any such Excess Shares (the "Prohibited Owner") shall cease to own any right or
interest) in such Excess Shares. If the foregoing sentence is determined to be

                                       7


invalid by virtue of any legal decision, statute, rule or regulation, the
Prohibited Transferee shall be conclusively deemed to have acted as an agent on
behalf of the Corporation in acquiring the Excess Shares to hold such Excess
Shares on behalf of the Corporation. As the equivalent of treasury securities
for such purposes, the Excess Shares shall not be entitled to any voting rights,
shall not be considered to be outstanding for quorum or voting purposes, and
shall not be entitled to receive dividends or any other distribution with
respect to such shares. Any Prohibited Transferee who receives dividends or any
other distribution in respect of Excess Shares shall hold the same as agent for
the Corporation and for the transferee of the Excess Shares following a
permitted transfer.

                  (D) Exceptions.

                      (i) The Board of Directors may, but in no event will be
required to, waive the Ownership Value Limit with respect to a particular
shareholder if it determines that such ownership will not jeopardize the
Corporation's status as a REIT and the Board of Directors otherwise decides such
action would be in the best interest of the Corporation. As a condition of such
waiver, the Board of Directors may require an opinion of counsel satisfactory to
it and/or undertakings or representations from the applicant with respect to
preserving the REIT status of the Corporation.

                      (ii) The restrictions on transferability and ownership
contained in this Section 9 will not apply if the Board of Directors determines
that it is no longer in the best interest of the Corporation to attempt to
qualify, or to continue to qualify, as a REIT.

                  (E) Definitions. For purposes of this Section 9: (i) "Person"
includes an individual, corporation, partnership, association, joint stock
company, trust, unincorporated association or other entity; (ii) "Ownership"
means beneficial ownership determined on the basis of the beneficial ownership
rules applicable under the Securities Exchange Act of 1934, as amended, or such
other basis as the Board of Directors reasonably determines to be appropriate to
effectuate the purposes hereof; and (iii) "Market Value" means the value of the
shares reflected in the closing sales price for the shares, if then listed on a
national securities exchange or traded on the NASDAQ National Market or similar
quotation system, or if the shares are not then so listed or traded, the average
of the closing bid and asked prices on the principal market for such shares,
provided that if there is no active trading market for the shares, "Market
Value" means the higher of the redemption value or liquidation preference of
such shares, if any, or such value fixed by the Board of Directors of the
Corporation in good faith as the value of such shares.

                  (F) Additional Restrictions. Notwithstanding anything herein
to the contrary, the Corporation and its transfer agent may refuse to transfer
any shares of Series D Preferred Stock, passing either by voluntary transfer, by
operation of law, or under the last will and testament of any stockholder, if
such transfer would or might, in the opinion of the Board of Directors or
counsel to the Corporation, disqualify the Corporation as a REIT under the
Internal Revenue Code. Nothing herein contained shall limit the ability of the
Corporation to impose or to seek judicial or other imposition of additional
restrictions if deemed necessary or advisable to preserve the Corporation's tax
status as a qualified REIT.


                                       8



                  (G) Certificate Legend. All certificates representing shares
of the Series D Preferred Stock shall be marked with a legend sufficient under
the laws of the State of Delaware to provide a purchaser of such shares with
notice of the restrictions on transfer under this Section 9.

                  (H) Settlement of Transactions. Nothing in this Section 9,
including but not limited to Paragraph (B), shall preclude the settlement of any
transactions through the facilities of the New York Stock Exchange or any other
national securities exchange or automated inter-dealer quotation system on which
the Series D Preferred Stock is traded. The fact that settlement of any
transaction takes place shall not, however, negate the effect of any other
provision of this Section 9, which shall remain applicable to all acquiring
persons.

                  (I) Invalidity of Provisions. If any provision of this Section
9 or any application of any such provision is determined to be invalid by any
federal or state court having jurisdiction over the issue, the validity of the
remaining provisions shall not be affected and other applications of such
provision shall be affected only to the extent necessary to comply with the
determination of such court.

                  (J) The provisions set forth in this Section 9 shall apply to
the Series D Preferred Stock notwithstanding any contrary provisions of the
Series D Preferred Stock described in this Certificate of Designation.

                  Section 10. Amendment. This Certificate of Designation shall
not be amended in any manner that would materially and adversely affect the
holders of the Series D Preferred Stock without the affirmative consent or vote
of the holders of at least two-thirds of the Series D Preferred Stock
outstanding at the time.

                  IN WITNESS WHEREOF, the undersigned has executed and
subscribed this certificate and does affirm the foregoing as true under the
penalties of perjury this 8th day of July, 2003.



                                   /s/ George L. Chapman
                                   --------------------------------------------
                                   George L. Chapman
                                   Chairman of the Board and Chief Executive
                                   Officer

ATTEST:


/s/ Erin C. Ibele
- --------------------------------------
Erin C. Ibele
Vice President and Corporate Secretary


                                       9