EXHIBIT D

                  FORM OF REDUCTION NOTICE 
                                                   Cleveland, Ohio
                                             ______________, 19___


To:       National City Bank, as Agent

Subject:  Reduction of Revolving Credit Commitments under the
          Amended and Restated Credit Agreement, dated as of
          September 8, 1994 (the "Credit Agreement"),  among Health
          Care REIT, Inc. ("Borrower"), the Banks which are a party
          thereto and National City Bank, as Agent

Greetings:

Reference is made to the Credit Agreement, which provides for,
among other things, Revolving Credit Commitments aggregating
$150,000,000 (as the same may be reduced pursuant to Section 2.03
of the Credit Agreement) available to the Borrower, upon certain
terms and conditions, on a revolving credit basis.  Each of the
capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed to such terms in the Credit
Agreement.

The Borrower hereby requests that the aggregate Revolving Credit
Commitments of the Banks be reduced by _____________ Million
Dollars ($___________________________) [at least $5,000,000 and
multiples of $1,000,000 in excess thereof] (the "Reduction Amount")
effective ___________, 199_.  After such reduction the aggregate
Revolving Credit Commitments will be $_______________________.  

The undersigned represents and warrants that this Notice is made in
compliance with the provisions of Section 2.03 of the Credit
Agreement and that any payments required by such Section accompany
this Notice or are being transferred simultaneously herewith in
same day funds.

The Credit Agreement shall be amended to reflect such reduction and
each Bank's Revolving Credit Commitment (as set forth on Schedule
I to the Credit Agreement) shall be amended to reflect such Bank's
Ratable Portion of such reduction.

In all other respects the Credit Agreement shall remain in full
effect.


                                   HEALTH CARE REIT, INC.


                            By: 

                            Its: 


Acknowledged:

NATIONAL CITY BANK, as Agent


By: 

Its: