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


                          PRESS RELEASE


                                  May 9, 1995
                                  For more information contact:
                                  Erin Ibele    (419) 247-2800
                                  Robert Pruger (419) 247-2800


Toledo, Ohio, May 9, 1995 (NYSE/HCN)....Health Care REIT, Inc. (the
"Company") announced today that its Board of Directors, acting on
a recommendation of a special committee thereof, had approved
revised terms of the acquisition of First Toledo Advisory Company
("FTAC").   FTAC currently serves as the manager of the Company and
is owned by Bruce G. Thompson, Chairman and Chief Executive
Officer, and Frederic D. Wolfe, President of the Company.

On February 6, 1995, the Company announced that its Board of
Directors approved in principle the acquisition of FTAC.  Since
that time, the Company and FTAC have revised the terms of the
agreement in principle to eliminate the previously proposed stock
purchase and loan arrangement and to decrease the overall number of
shares issuable in connection with the transaction from 383,536
shares to 282,407 shares.  Such shares would be issued in
consideration of the acquisition.  Under the revised agreement, the
Company intends to account for the acquisition under the pooling of
interests method of accounting.

As previously announced, each of Messrs. Thompson and Wolfe would
enter into five-year service agreements whereby Mr. Thompson would
continue for two years as Chief Executive Officer for the Company
and as a consultant for three years thereafter, and Mr. Wolfe would
serve as a consultant for five years.  Each of Messrs. Thompson and
Wolfe would also enter into five-year non-compete agreements with
the Company.

The transactions described above are subject to definitive
agreements, stockholder approval and other customary conditions. 
The transactions are also subject to the accounting of the
acquisition under the pooling of interests method.  It is
anticipated that the revised transaction will now occur in the
third quarter of 1995.

Health Care REIT, Inc. is a real estate investment trust which
invests in health care facilities, primarily nursing homes.  The
Company also invests in assisted living and retirement facilities,
behavioral care facilities, specialty care hospitals, and primary
care facilities.