1
                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the
                       Securities Exchange Act of 1934

              Date of Report (Date of Earliest Event Reported):
                                June 15, 2001

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


        Delaware                    1-8923             34-1096634
(State or other jurisdiction      (Commission         (IRS Employer
   of incorporation)              File Number)      Identification No.)

One SeaGate, Suite 1500, P.O. Box 1475, Toledo, Ohio         43603-1475
(Address of principal executive offices)                     (Zip Code)

      (Registrant's telephone number, including area code): 419-247-2800

ITEM 5.  OTHER EVENTS.

      In connection with the Company's Registration Statement on Form S-3 (File
No. 333-43177), declared effective January 7, 1998, the Company has entered into
an Underwriting Agreement for an offering of 3,000,000 shares of the Common
Stock, $1.00 par value per share, of the Company, plus up to an additional
450,000 shares of the Common Stock if the over-allotment option granted therein
is exercised in full.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

        (a) Financial Statements of Business Acquired.

               None.

        (b) Pro Forma Financial Information.

               None.

        (c) Exhibits.



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               1.1    Underwriting Agreement

              23.1    Consent of Independent Auditors

                                    SIGNATURE


    Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.

                                       HEALTH CARE REIT, INC.

                                  By: /s/ GEORGE L. CHAPMAN
                                     ---------------------------
                                          George L. Chapman

                                  Its: Chairman of the Board, Chief
                                       Executive Officer and President

Dated: June 15, 2001




                                  EXHIBIT INDEX


                                   Designation
                                  Number Under






                     Item 601 of
Exhibit No.         Regulation S-K         Description
-----------         --------------         -----------
                             
    1.1                    1          Underwriting Agreement

   23.1                   23          Consent of Independent
                                        Auditors