EXHIBIT N




                 FORM OF ASSIGNMENT AGREEMENT


     This Assignment Agreement (this "Assignment Agreement")
between __________________________________________________________
(the "Assignor") and ________________________________________ (the
"Assignee") is dated as of _____________, 1994.  The parties hereto
agree as follows:

     1.  PRELIMINARY STATEMENT.  The Assignor is a party to a
Credit Agreement, dated as of ____________, 1994 (which, as it may
be amended, modified, renewed or extended from time to time, is
herein called the "Credit Agreement"), among Health Care REIT,
Inc., (the "Borrower"), certain banks listed on the signature pages
thereof (collectively, the "Banks"), and National City Bank, as
agent for the Banks (the "Agent").  Capitalized terms used herein
and not otherwise defined herein shall have the meanings attributed
to them in the Credit Agreement.  The Assignor desires to assign to
the Assignee, and the Assignee desires to assume from the Assignor,
an undivided interest (the "Purchased Percentage") in the Revolving
Credit Commitment of the Assignor such that after giving effect to
the assignment and assumption hereinafter provided, the Revolving
Credit Commitment of the Assignee shall equal
________________________ Dollars ($___________) [not less than
$10,000,000] and its percentage of the aggregate amount of the
Revolving Credit Commitments shall equal ________________________
percent (____%).

     2.  ASSIGNMENT.  For and in consideration of the assumption of
obligations by the Assignee set forth in Section 3 hereof and the
other consideration set forth herein, and effective as of the
Effective Date (as hereinafter defined), the Assignor does hereby
sell, assign, transfer and convey all of its right, title and
interest in and to the Purchased Percentage of (i) the Revolving
Credit Commitment of the Assignor (as in effect on the Effective
Date), (ii) any Revolving Credit Loan made by the Assignor which is
outstanding on the Effective Date, (iii) any Note delivered to the
Assignor pursuant to the Credit Agreement, and (iv) the Credit
Agreement and the other Related Writings.  Pursuant to Section
8.01(d) of the Credit Agreement, on and after the Effective Date
the Assignee shall have the same rights, benefits and obligations
as the Assignor had under the Credit Agreement and the Related
Writings with respect to the Purchased Percentage of the Related
Writings, all determined as if the Assignee were a "Bank" under the
Credit Agreement with  ____________________ Dollars
($_____________) [not less than $10,000,000] equaling _____________
percent (_____%) of the aggregate amount of the Revolving Credit
Commitments.  The Effective Date (the "Effective Date") shall be
two Business Days (or such shorter period agreed to by the Agent)
after a Notice of Assignment substantially in the form of
Attachment I hereto and any consents substantially in the form of
Attachment II hereto required to be delivered to the Agent,
together with a fee of $2,500, in accordance with Section 8.01(a)
and (b) of the Credit Agreement have been delivered to the Agent;
provided, however, that, in the event that the Borrower shall
appropriately deliver a Credit Request or a Rate
Conversion/Continuation Request prior to the time at which all of
conditions to the effectiveness of this Assignment shall have been
met, the Effective Date shall be the Business Day immediately
following the day upon w