8-K

UNITED STATES
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) July 16, 2007

Health Care REIT, Inc.

(Exact name of registrant as specified in its charter)

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

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

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

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On July 16, 2007, Health Care REIT, Inc. announced that it is offering $350 million aggregate principal amount of convertible senior notes due 2027. The press release is posted on our Web site (www.hcreit.com) under the heading News & Events. A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.

99.1  Press release dated July 16, 2007

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant had 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 and Chief Executive Officer

Dated: July 16, 2007

EX-99.1

Exhibit 99.1

F O R     I M M E D I A T E     R E L E A S E

July 16, 2007
For more information contact:
Mike Crabtree – (419) 247-2800
Scott Estes – (419) 247-2800

HEALTH CARE REIT, INC. ANNOUNCES OFFERING OF
$350 MILLION OF CONVERTIBLE SENIOR NOTES

Toledo, Ohio, July 16, 2007...Health Care REIT, Inc. (NYSE:HCN) announced today that it is offering $350 million aggregate principal amount of Convertible Senior Notes due 2027. The notes will be convertible, in certain circumstances, into a combination of cash and Health Care REIT common stock. In general, upon conversion, the holder of each note would receive, in respect of the conversion value of such note, cash up to the principal amount of such note and Health Care REIT common stock for the note’s conversion value in excess of such principal amount. Health Care REIT is granting the underwriters a 30-day option to purchase up to an additional $52.5 million of the Convertible Senior Notes to cover over allotments, if any. The notes will be registered under Health Care REIT’s existing shelf registration statement on file with the Securities and Exchange Commission.

Health Care REIT intends to use the net proceeds from the offering to invest in additional properties. Pending such use, the proceeds will primarily be used to repay borrowings under Health Care REIT’s unsecured line of credit arrangements.

The joint-bookrunning managers for the offering are UBS Investment Bank and Banc of America Securities LLC.

A copy of the preliminary prospectus supplement and related prospectus relating to the proposed offering may be obtained by contacting UBS Investment Bank, Prospectus Department, 299 Park Avenue, New York, New York 10171, or Banc of America Securities LLC, 100 West 33^rd Street, 3^rd Floor, New York, New York 10001, Attention: Equity Capital Markets Operations.

This press release is not an offer to sell, nor a solicitation of an offer to buy securities, nor shall there be any sale of these securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

Health Care REIT, Inc., with headquarters in Toledo, Ohio, is a self-administered, equity real estate investment trust that invests across the full spectrum of senior housing and health care real estate, including independent living/continuing care retirement communities, assisted living facilities, skilled nursing facilities, hospitals, long-term acute care hospitals and medical office buildings. Founded in 1970, the company was the first real estate investment trust to invest exclusively in health care facilities. Health Care REIT also offers a full array of property management and development services. As of June 30, 2007, the company’s broadly diversified portfolio consisted of 617 properties in 38 states. More information is available on the Internet at www.hcreit.com.

This document may contain “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. When the company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions, it is making forward-looking statements. Forward-looking statements reflect current plans and expectations and are based on information currently available. They are not guarantees of future performance and involve risks and uncertainties, including those discussed in the prospectus supplement and related prospectus and in the company’s other reports filed from time to time with the Securities and Exchange Commission. The company assumes no obligation to update or revise any forward-looking statements or to update the reasons why actual results could differ from those projected in any forward-looking statements.

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