Exhibit 3.1

                           CERTIFICATE OF AMENDMENT OF
                  SECOND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             HEALTH CARE REIT, INC.

         Health Care REIT, Inc. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

         FIRST: That at a meeting of Board of Directors of the Corporation
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of the Corporation, declaring the amendment to be
advisable and calling for the proposed amendment to be submitted for the
approval of the Corporation's shareholders at the annual meeting of
shareholders. The resolution setting forth the proposed amendment is as follows:

                  RESOLVED, that Section 4 of the Second Restated Certificate of
         Incorporation shall be amended to read as follows:

                  The number of shares that the Corporation is authorized to
         issue and have outstanding is 150,000,000, consisting of 125,000,000
         shares of common stock with par value of $1.00 per share (hereinafter
         referred to as the "Common Stock"), and 25,000,000 shares of preferred
         stock with par value of $1.00 per share (hereinafter referred to as the
         "Preferred Stock"), which Preferred Stock may be issued in one or more
         series and shall have the terms and conditions specified in a
         resolution or resolutions to be adopted by the Board of Directors of
         the Corporation.

         SECOND: That thereafter, the annual meeting of the stockholders of the
Corporation was duly called and held upon notice in accordance with Section 222
of the General Corporation Law of the State of Delaware at which meeting the
necessary number of shares as required by statute were voted in favor of the
amendment.

         THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

         FOURTH: That the capital of the Corporation shall not be reduced under
or by reason of said amendment.

         IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Erin C. Ibele, Vice President and Corporate Secretary and an
authorized officer of the Corporation, this 5th of June, 2003.

                                           By:  /s/ Erin C. Ibele
                                               -------------------------------
                                                    Erin C. Ibele
                                                    Vice President and
                                                    Corporate Secretary