EXHIBIT 4.3


                             SECOND AMENDMENT TO THE
                             HEALTH CARE REIT, INC.
                            1995 STOCK INCENTIVE PLAN

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


         Health Care REIT, Inc., a Delaware corporation (the "Company") hereby
amends the Health Care REIT, Inc. 1995 Stock Incentive Plan (the "Plan") in the
manner set forth in the terms of this Amendment (the "Amendment"). Capitalized
terms used in this Amendment and not otherwise defined shall have the
definitions set forth in the Plan.

         1. PURPOSE OF THE AMENDMENT. The purpose of this Amendment is to
increase the number of shares of the Company's common stock reserved for
issuance under the Plan by 1,400,000 shares.

         2. AUTHORITY FOR THE AMENDMENT. Paragraph 12.1 of the Plan provides
that, to the extent permitted by law, the Board of Directors of the Company may
at any time and from time to time amend the Plan in such respects as it shall
deem advisable.

         3. AMENDMENT TO SECTION 10.1. Paragraph (a) of Section 10.1 of the Plan
shall be amended and restated in its entirety, to read as follows:

                  (a) Shares of Common Stock which may be issued pursuant to
         Options, SARs, Restricted Stock awards or Performance Share awards
         granted under the Plan may be either authorized and unissued shares of
         Common Stock or of Common Stock held by the Corporation as treasury
         stock. The number of shares of Common Stock reserved for issuance under
         this Plan on the date of any grant on or after May 3, 2001 shall not
         exceed 3,768,000 shares of Common Stock, subject to such future
         adjustments as may be made pursuant to Section 10.2.

The effectiveness of this Amendment to Section 10.1 set forth in this Paragraph
3 shall be conditioned upon its approval by the Company's stockholders at the
next Annual Meeting of Stockholders.

         4. AMENDMENT TO SECTION 10.2. Section 10.2 of the Plan shall be
amended, effective as of the date hereof, by restating the second sentence of
the first paragraph of such Section 10.2, to read as follows:

         In addition, if the total number of outstanding shares of Common Stock
         has increased by more than 5 percent during any period of twelve (12)
         calendar months by reason of equity offerings (including either public
         offerings and private placements) completed during such period, the
         Committee shall adjust the total number of shares available for future
         issuance under the Plan to equal 5.0 percent of the total number of
         shares outstanding at the end of the final calendar month during such
         twelve month period; provided that, the total number of shares which
         may be reserved for issuance pursuant to ISOs granted under the Plan
         shall not exceed 3,000,000 shares.





         5. RATIFICATION OF THE PLAN. In all other respects, the Plan, as
amended to date, is hereby ratified, approved and confirmed.

         IN WITNESS WHEREOF, the undersigned, being a duly authorized officer of
the Company, hereby executes this Amendment to the Plan on behalf of the
Company, as directed and approved by the Board of Directors of Health Care REIT,
Inc., effective the 3rd day of May, 2001.


                                   HEALTH CARE REIT, INC.


                                   By:   /S/ ERIN C. IBELE
                                         --------------------------------------
                                   Its:   Vice President and Corporate Secretary










                                       2