OFFER TO PURCHASE Exhibit 99.1

$100,000,000

HEALTH CARE REIT, INC.

OFFER TO PURCHASE FOR CASH
ANY AND ALL OF ITS OUTSTANDING
7.625% NOTES DUE MARCH 15, 2008 (CUSIP NO. 42217K AF3)

Health Care REIT, Inc. ("HCN" or the "Company") hereby offers to
purchase for cash any and all of its outstanding 7.625% Notes due March 15, 2008
(the "Securities"), at a price per $1,000 principal amount of the Security
purchased (such price being referred to as the "Purchase Price") to be
determined in the manner described herein by reference to a fixed spread listed
below (the "Fixed Spread") over the yield to maturity of the U.S. Treasury
Reference Security listed below (the "Reference Security"), as calculated at the
time of acceptance of the offer, plus accrued and unpaid interest thereon to
(but excluding) the date of payment of such Purchase Price (the "Settlement
Date"), upon the terms and subject to the conditions set forth herein. The offer
to purchase the Securities set forth herein, as it may be amended from time to
time, is referred to as the "Offer." The Offer is not contingent upon the tender
of any minimum principal amount of Securities.

AGGREGATE REFERENCE
CUSIP PRINCIPAL AMOUNT TITLE OF U.S. TREASURY SOURCE* FIXED
NUMBER OUTSTANDING SECURITY MATURITY DATE REFERENCE SECURITY (AS DEFINED) SPREAD
---------- --------------- ---------------- -------------- ------------------ ----------- ------

42217K AF3 $100,000,000 7.625% Notes due March 15, 2008 U.S. Treasury PX1 0.75%
2008 3.375% Note
Due 02/15/2008

- -------------
* Refers to the page number of the Bloomberg Government Pricing Monitor.

- --------------------------------------------------------------------------------
THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, MAY 4,
2005, UNLESS EXTENDED OR EARLIER TERMINATED (SUCH DATE OR THE LATEST DATE TO
WHICH THE OFFER IS EXTENDED BEING HEREIN REFERRED TO AS THE "EXPIRATION DATE").
NO TENDER WILL BE ACCEPTED PRIOR TO 9:00 A.M. OR AFTER 5:00 P.M., NEW YORK CITY
TIME, ON ANY NEW YORK STOCK EXCHANGE TRADING DAY DURING THE PERIOD OF THE OFFER.
- --------------------------------------------------------------------------------

The Settlement Date for any Security being sold pursuant to the Offer will be
the third New York Stock Exchange trading day following the date on which the
holder of the Security ("holder") or such holder's broker or agent acting on
behalf of such holder validly tenders such Security pursuant to the Offer.
Payment for any such Security will be made in same day funds on the applicable
Settlement Date.

NONE OF THE COMPANY, THE INFORMATION AGENT OR THE DEALER MANAGER (AS EACH ARE
HEREIN DEFINED) MAKES ANY RECOMMENDATION AS TO WHETHER OR NOT HOLDERS SHOULD
TENDER THEIR SECURITIES PURSUANT TO THE OFFER.

THE DEALER MANAGER FOR THE OFFER IS:

DEUTSCHE BANK SECURITIES

APRIL 26, 2005

SUMMARY

The Company has commenced the Offer to purchase for cash any and all of
its 7.625% Notes due March 15, 2008 (CUSIP No. 42217K AF3).

The Company has retained Deutsche Bank Securities Inc. to act as Dealer
Manager in connection with the Offer. The terms and conditions of the Offer are
set forth herein. For the convenience of holders, the Offer is summarized below.
This summary is qualified in its entirety by reference to the terms of the Offer
described more fully in this Offer to Purchase (as the same may be amended or
supplemented from time to time, the "Offer to Purchase").

IF YOU HAVE QUESTIONS, CALL DEUTSCHE BANK SECURITIES INC. TOLL-FREE AT
THE TELEPHONE NUMBER ON THE BACK COVER OF THIS OFFER TO PURCHASE.

Tender Period..................... The Offer commenced on April 26, 2005, and
will expire at 5:00 p.m., New York City
time, on May 4, 2005, unless extended by
the Company in its sole discretion (the
"Tender Period"), subject to the right of
the Company, to the extent that it is
legally permitted to do so, to terminate,
withdraw or amend the Offer at any time in
accordance with this Offer to Purchase.

Purchase Price.................... The purchase price for Securities (the
"Purchase Price") validly tendered
pursuant to the Offer will be calculated,
as described in Schedule A, in a manner
intended to result in a price for such
Securities equal to the price a buyer
would pay to acquire such Securities on
the applicable Settlement Date, based on a
discount rate for such Securities equal to
the sum of:

(a) the yield to maturity of the
Reference Security, as determined by
Deutsche Bank Securities Inc. as
provided below (the "Reference
Yield"); plus

(b) the Fixed Spread, which is 0.75%
(the foregoing sum, the "Tender
Offer Yield").

The Purchase Price plus accrued and unpaid
interest per $1,000 principal amount of
Securities sold pursuant to the Offer will
be rounded to the nearest cent.

Deutsche Bank Securities Inc. will
determine the Reference Yield with respect
to the Reference Security in accordance
with standard market practice, based on
the bid-side price for such Reference
Security displayed on the Reference Source
(as defined below) at the time such
Security is validly tendered pursuant to
the Offer. The Reference Yield will be
rounded to the nearest 0.001%. See
Schedule A hereto.

The Purchase Price for Securities validly
tendered will equal (a) the value per
$1,000 principal amount of such Security,
assuming such Security will be redeemed in
full on the Maturity Date thereof, of all
remaining payments of principal thereof
and premium (if any) and interest thereon
to be made through

such Maturity Date, discounted to the
Settlement Date for such Security (in a
manner consistent with the methodology
underlying the formula for the Purchase
Price set forth in Schedule A hereto) at a
discount rate equal to the Tender Offer
Yield for such Security, minus (b) accrued
and unpaid interest per $1,000 principal
amount to (but excluding) such Settlement
Date.

Accrued Interest.................. Holders will be paid accrued and unpaid
interest on any tendered Security accepted
for purchase from the last regular payment
of interest to (but excluding) the
applicable Settlement Date.

Settlement Date................... The "Settlement Date" with respect to any
tendered Securities accepted for purchase
will be the third New York Stock Exchange
trading day following the date on which
such Securities are validly tendered. All
tenders of Securities will settle in
accordance with customary brokerage
practices for corporate fixed income
securities (upon the terms and subject to
the conditions of the Offer).

Payment........................... Payment for any Securities purchased
pursuant to the Offer will be made, upon
the terms and subject to the conditions of
the Offer, on the applicable Settlement
Date, in Federal Reserve Funds (i.e.,
same-day funds), in accordance with the
procedures set forth in this Offer to
Purchase.

How to Tender..................... HOLDERS CAN SELL THEIR SECURITIES PURSUANT
TO THE OFFER ONLY BY EXECUTING A SALE OF
THEIR SECURITIES IN ACCORDANCE WITH
CUSTOMARY BROKERAGE PRACTICES FOR
CORPORATE FIXED INCOME SECURITIES. PLEASE
FOLLOW THE TENDERING PROCEDURES DESCRIBED
BELOW. PLEASE DO NOT SEND SECURITIES TO
THE COMPANY OR DEUTSCHE BANK SECURITIES
INC.

In order to tender Securities pursuant to
the Offer, holders must tender their
Securities through a broker, dealer,
commercial bank, trust company, other
financial institution or other custodian
(collectively, "broker"), as follows:

1. If a holder has an account with
Deutsche Bank Securities Inc., and
desires to sell all or any portion
of the principal amount of the
holder's Securities pursuant to the
Offer, the holder should call the
holder's regular contact at Deutsche
Bank Securities Inc.

2. If a holder does not currently
have an account with Deutsche Bank
Securities Inc. and desires to
tender all or any portion of the
principal amount of the holder's
Securities and holds Securities
through a broker, the holder should
follow these steps:

(a) Contact the holder's broker,
who may or may not be aware of
the Offer, and inform the broker
of the holder's interest in
tendering the holder's
Securities pursuant to the terms
of the Offer.

(b) Instruct the holder's broker
to contact his or her central
trading desk with the holder's
order to sell the Securities
pursuant to the terms of the
Offer.

(c) IN ORDER TO SELL THE
HOLDER'S SECURITIES, THE
BROKER'S TRADING DESK SHOULD
CALL DEUTSCHE BANK SECURITIES
INC. COLLECT AT (212) 250-6801,
ATTENTION: MATTHEW SIRACUSE AT
ANY TIME ON OR PRIOR TO THE
EXPIRATION DATE AT WHICH THE
REFERENCE SOURCE IS PROPERLY
QUOTING BIDS FOR THE REFERENCE
SECURITY, WHICH IS BETWEEN 9:00
A.M. AND 5:00 P.M., NEW YORK
CITY TIME, ON ANY

NEW YORK STOCK EXCHANGE TRADING
DAY.

(d) The holder's broker will
tell the holder what information
is necessary to make the
holder's Securities negotiable,
and the holder will receive
confirmation of the sale and
payment for the holder's
Securities in the normal manner
established by the holder's
brokerage firm.

The holder will not be required to pay any
fee or commission to Deutsche Bank
Securities Inc., whether the holder
tenders directly to the holder's regular
contact or through an unaffiliated broker.
The holder may, however, be required to
pay fees or commissions to the holder's
broker.

A tender of Securities pursuant to the
Offer becomes irrevocable by the tendering
holder at the time of tender. THERE ARE NO
WITHDRAWAL RIGHTS WITH RESPECT TO TENDERS
MADE PURSUANT TO THE OFFER.

THE OFFER TO PURCHASE

Upon the terms and subject to the conditions set forth in this Offer to
Purchase, the Company hereby offers to purchase for cash any and all of the
Securities at a Purchase Price per $1,000 principal amount of any Securities
purchased as provided below, plus accrued and unpaid interest thereon from the
last regular payment of interest to (but excluding) the applicable Settlement
Date.

The Offer commenced on April 26, 2005, and will expire at 5:00 p.m.,
New York City time, on May 4, 2005, unless the Offer is extended by the Company
in its sole discretion (such period, as it may be so extended, the "Tender
Period"), subject to the right of the Company, to the extent that it is legally
permitted to do so, to terminate, withdraw or amend the Offer at any time in
accordance with this Offer to Purchase. Securities shall be deemed tendered
pursuant to the Offer at such time as Deutsche Bank Securities Inc. and a
tendering holder (or such holder's broker or agent acting on behalf of such
holder) execute a transaction for the sale of such holder's Securities in
accordance with customary brokerage practices for corporate fixed income
securities (i.e., a "desk to desk" or "broker to broker" tender), upon the terms
and subject to the conditions of the Offer.

The Settlement Date with respect to any tendered Securities accepted
for purchase will be the third New York Stock Exchange trading day following the
date on which such Securities are tendered. All tenders of Securities will
settle in accordance with customary brokerage practices for corporate fixed
income securities, upon the terms and subject to the conditions of the Offer.

The Purchase Price for Securities validly tendered pursuant to the
Offer will be calculated, as described in Schedule A, in a manner intended to
result in a price for such Securities equal to the price a buyer would pay to
acquire such Securities on the applicable Settlement Date, based on a discount
rate for such Securities equal to the sum of:

(a) the yield to maturity of the Reference Security, as determined by
Deutsche Bank Securities Inc. as provided below (the "Reference Yield"), plus

(b) the Fixed Spread of 0.75% (the foregoing sum, the "Tender Offer
Yield").

Deutsche Bank Securities Inc. will determine the Reference Yield with
respect to a Reference Security in accordance with standard market practice,
based on the bid-side price for such Reference Security displayed on the
Reference Source (as defined below) at the time such Security is properly
tendered pursuant to the Offer. The Reference Yield will be rounded to the
nearest 0.001%. See Schedule A hereto.

The "Reference Source" for the Reference Security will be page PX1 of
the Bloomberg Government Pricing Monitor or, if the Bloomberg Government Pricing
Monitor is not available on any day during the Tender Period or is manifestly
erroneous, such other recognized quotation service as Deutsche Bank Securities
Inc. shall select in its sole discretion, the identity of which will be
disclosed by Deutsche Bank Securities Inc. to tendering holders. Although the
Reference Yield to be used in determining the Purchase Price will be as
calculated only by Deutsche Bank Securities Inc. based on applicable prices
obtained from the Reference Source as provided herein, information regarding the
closing yield of the Reference Security may also be found in The Wall Street
Journal and The New York Times.

The Purchase Price for Securities properly tendered during the Tender
Period will equal (a) the value per $1,000 principal amount of such Security,
assuming such Security will be redeemed in full on the Maturity Date thereof, of
all remaining payments of principal thereof and premium (if any) and interest
thereon to be made through such Maturity Date (such date being March 15, 2008),
discounted to the Settlement Date for such Security (in a manner consistent with
the methodology underlying the formula for the Purchase Price set forth in
Schedule A hereto) at a discount rate equal to the Tender Offer Yield for such
Security, minus (b) accrued and unpaid interest per $1,000 principal amount to
(but excluding) such Settlement Date. Holders will also be paid accrued and
unpaid interest thereon from the last regular payment of interest to (but
excluding) the applicable Settlement Date. The Purchase Price plus accrued and
unpaid interest per $1,000 principal amount of Securities purchased pursuant to
the Offer will be rounded to the nearest cent.

The yield to maturity of the Reference Security as of 5:00 p.m., New
York City time, on Monday, April 25, 2005, was 3.729% for the 3.375% U.S.
Treasury Note due 2008. Accordingly, if such yield were the applicable yield on
the Reference Security assuming the Settlement Date was April 28, 2005, the
Purchase Price per $1,000 principal amount of the Securities would have been
$1,084.06, plus accrued and unpaid interest thereon from the last regular
payment of interest to (but excluding) the assumed Settlement Date. A
hypothetical calculation of the Purchase Price demonstrating the application of
the assumptions and methodologies to be used in pricing the Offer is set forth
on Schedule B hereto.

In the event of any dispute or controversy regarding any Purchase
Price, Reference Yield, Tender Offer Yield or the amount of accrued and unpaid
interest for any Security sold pursuant to the Offer, Deutsche Bank Securities
Inc.'s determination shall be conclusive and binding, absent manifest error.

A tender of Securities pursuant to the Offer becomes irrevocable by the
tendering holder at the time of tender, and there are no withdrawal rights with
respect to tenders made pursuant to the Offer.

Holders may from time to time obtain current quotes of the Reference
Yield, Tender Offer Yield and resulting current Purchase Price by contacting
either their Deutsche Bank Securities Inc. sales representative or Deutsche Bank
Securities Inc. toll-free at the telephone number set forth on the back cover of
this Offer to Purchase.

The Offer is not contingent upon the tender of any minimum principal
amount of Securities.

Holders who do not tender their Securities for purchase pursuant to the
Offer will continue to hold Securities pursuant to the terms of the governing
indenture.

NO RECOMMENDATION

NONE OF THE COMPANY, DEUTSCHE BANK SECURITIES INC. OR THE INFORMATION
AGENT MAKES ANY RECOMMENDATION THAT ANY HOLDER TENDER OR REFRAIN FROM TENDERING
ALL OR ANY PORTION OF THE PRINCIPAL AMOUNT OF THEIR SECURITIES, AND NO ONE HAS
BEEN AUTHORIZED BY THEM TO MAKE SUCH A RECOMMENDATION. HOLDERS MUST MAKE THEIR
OWN DECISION AS TO WHETHER TO TENDER SECURITIES, AND, IF SO, THE PRINCIPAL
AMOUNT OF SECURITIES TO TENDER.

THE SECURITIES

As of April 25, 2005, $100,000,000 aggregate principal amount of the
Securities was outstanding. Interest is payable semiannually on the Securities
each March 15 and September 15. Interest on each of the Securities is computed
on the basis of a 360-day year of twelve 30-day months. The Securities are
redeemable, at the option of the Company, as a whole at any time or in part from
time to time.

PROCEDURE FOR TENDERING SECURITIES

Unless a holder has an account with Deutsche Bank Securities Inc., the
holder must handle this matter through the holder's broker, dealer, commercial
bank, trust company, other financial institution or other custodian which the
holder customarily uses. The holder may be required to pay a fee or commission
to the holder's broker. HOLDERS SHOULD NOT SEND THEIR SECURITIES TO DEUTSCHE
BANK SECURITIES INC. OR THE COMPANY.

IF A HOLDER HAS AN ACCOUNT WITH DEUTSCHE BANK SECURITIES INC., AND
DESIRES TO SELL ALL OR ANY PORTION OF THE PRINCIPAL AMOUNT OF THE HOLDER'S
SECURITIES PURSUANT TO THE OFFER, THE HOLDER SHOULD CALL THE HOLDER'S REGULAR
CONTACT AT DEUTSCHE BANK SECURITIES INC. THE HOLDER WILL NOT BE REQUIRED TO PAY
ANY FEES OR COMMISSIONS TO DEUTSCHE BANK SECURITIES INC.

IF THE HOLDER DESIRES TO SELL SECURITIES PURSUANT TO THE OFFER BUT DOES
NOT HAVE AN ACCOUNT WITH DEUTSCHE BANK SECURITIES INC., THE HOLDER MUST TENDER
THROUGH THE HOLDER'S BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY, OTHER
FINANCIAL INSTITUTION OR OTHER CUSTODIAN. THE HOLDER'S BROKER, DEALER,
COMMERCIAL BANK,

TRUST COMPANY, OTHER FINANCIAL INSTITUTION OR OTHER CUSTODIAN MUST THEN CONTACT
DEUTSCHE BANK SECURITIES INC. COLLECT AT (212) 250-6801, ATTENTION: MATTHEW
SIRACUSE AT ANY TIME ON OR PRIOR TO THE EXPIRATION DATE DURING WHICH THE
REFERENCE SOURCE IS PROPERLY QUOTING BIDS FOR THE REFERENCE SECURITY, WHICH IS
BETWEEN 9:00 A.M. AND 5:00 P.M., NEW YORK CITY TIME, ON ANY NEW YORK STOCK
EXCHANGE TRADING DAY.

Each proper acceptance of the Offer with respect to a Security will be
irrevocable and will constitute a binding agreement of the holder to sell and
the Company to purchase the Security pursuant to the Offer for the applicable
Purchase Price (plus accrued and unpaid interest) on the applicable Settlement
Date. The acceptance of the Offer by a holder with respect to any Security will
constitute the agreement by such holder to deliver good and marketable title to
such Security on the appropriate Settlement Date free and clear of all liens,
charges, claims, encumbrances, interests and restrictions of any kind. THERE ARE
NO WITHDRAWAL RIGHTS WITH RESPECT TO TENDERS MADE PURSUANT TO THE OFFER.

All tenders of Securities will settle in accordance with customary
brokerage practices for corporate fixed income securities (upon the terms and
subject to the conditions of the Offer).

All questions as to the validity, form and eligibility (including time
of receipt) of any acceptance of the Offer and any sale pursuant thereto will be
determined by the Company, in its sole discretion, which determination shall be
final and binding. The Company reserves the absolute right, in its sole
discretion, to reject any and all acceptances and sales not in proper form or
for which the corresponding agreement to purchase would, in the opinion of the
Company's counsel, be unlawful. The Company also reserves the absolute right, in
its sole discretion, to waive any of the conditions of the Offer or defects in
acceptances and sales with regard to any particular Securities. None of the
Company, Deutsche Bank Securities Inc. or the Information Agent shall be under
any duty to give notice to accepting or selling holders of Securities of any
defects or irregularities in acceptances or sales, nor shall any of them incur
any liability for failure to give such notice.

EXPIRATION DATE; EXTENSION; TERMINATION; AMENDMENT

The Offer will expire at 5:00 p.m., New York City time, on May 4, 2005,
provided that, subject to applicable law, the Company expressly reserves the
right in its sole discretion to:

o extend the period of time during which the Offer shall remain
open at any time and from time to time by giving oral or
written notice of such extension to Deutsche Bank Securities
Inc.,

o terminate or withdraw the Offer at any time,

o at any time until the first time any holder accepts the Offer
with respect to any Security, amend the terms of the Offer in
any respect, and

o at any time after the first time any holder accepts the Offer
with respect to any Security, amend the terms of the Offer in
a manner deemed by the Company, in its sole discretion, to be
advantageous or neutral to all holders of the Securities
whether or not such holders have previously tendered their
Securities.

Please note that the terms of any extension of, or amendment of the
terms of, the Offer may vary from the terms of the original Offer depending on
such factors as prevailing interest rates and the principal amount of Securities
previously tendered or otherwise purchased.

Following completion of the Offer, the Company may purchase additional
Securities in the open market, in privately negotiated transactions, through
subsequent tender offers or otherwise. Any future purchases may be on the same
terms or on terms which are more or less favorable to holders than the terms of
the Offer. Any future purchases by the Company will depend on various factors
existing at that time.

There can be no assurance that the Company will exercise its right to
extend, terminate or amend the Offer. Any extension, termination or amendment
will be followed as promptly as practicable by public announcement

thereof. In the case of an extension, such announcement will be made no later
than 9:00 a.m., New York City time, on the next New York City business day after
the previously scheduled Expiration Date. Without limiting the manner in which
the Company may choose to make such public announcement, the Company shall not
have any obligation to publish, advertise or otherwise communicate such public
announcement other than by issuing a press release to the Dow Jones News Service
or other similar news service. For additional information, see "Certain
Conditions of the Offer."

CERTAIN CONDITIONS OF THE OFFER

Notwithstanding any other provision in the Offer to the contrary, the
Company shall not be required to purchase any Securities not theretofore agreed
to be sold pursuant to the Offer, and, subject to applicable law, may terminate
or withdraw the Offer, suspend the right of a holder to accept the Offer or
otherwise amend such Offer with respect to any such Securities, at any time
prior to the Expiration Date for any reason in its sole discretion, including,
without limitation, if there has occurred any change (or any condition, event or
development involving a prospective change) in the general economic, financial
or market conditions in the United States that, in the sole judgment of the
Company, has or may have a material adverse effect upon the market prices of the
Securities or upon trading in the Securities or upon the value of the Securities
to the Company. No such termination or withdrawal will affect Securities that a
holder has already tendered to the Company in accordance with the procedures set
forth herein.

Whether or not the Offer is consummated, the Company or its affiliates
may from time to time acquire Securities, otherwise than pursuant to the Offer,
through open market purchases, privately negotiated transactions, tender offers,
exchange offers or otherwise, upon such terms and at such prices as they may
determine, which may be more or less than the prices to be paid pursuant to the
Offer and could be for cash or other consideration.

PURPOSE OF THE OFFER; AMOUNT OF FUNDS

The Offer is intended to retire all or substantially all of outstanding
Securities and is expected to result in a reduction of the Company's interest
expense. The total amount of funds required by the Company to pay the Purchase
Price and related fees and expenses is estimated to be approximately $109.5
million, including accrued and unpaid interest (assuming that the Purchase Price
equals the hypothetical consideration calculated in Schedule B and that 100% of
the outstanding principal amount of Securities are tendered and accepted for
payment and that the Settlement Date is April 28, 2005). The Company intends to
fund the purchase of the Securities, together with the fees and expenses
incurred in connection therewith, through the use of proceeds from a proposed
offer and sale of a new series of senior unsecured notes.

MARKET FOR SECURITIES

The Securities are not listed on any national or regional securities
exchange or reported on a national quotation system. To the extent that
Securities are traded, the price of the Securities may fluctuate greatly
depending on the trading volume and the balance between buy and sell orders.
Quotations for securities that are not widely traded may differ from actual
trading prices and should be viewed as approximations. Holders are urged to
obtain current information with respect to the market prices for the Securities.

The purchase of Securities pursuant to the Offer will reduce the
aggregate principal amount of Securities that otherwise might trade publicly,
which could adversely affect the liquidity and market value of any remaining
Securities not tendered and purchased pursuant to the Offer. There can be no
assurance that any trading market for the Securities will exist after the
consummation of the Offer.

HEALTH CARE REIT, INC.

The Company is a self-administered, equity real estate investment trust
that invests primarily in skilled nursing and assisted living facilities. The
Company also invests in specialty care facilities. Founded in 1970, the Company
was the first real estate investment trust to invest exclusively in health care
facilities.

As of December 31, 2004, long-term care facilities, which include
skilled nursing and assisted living facilities, comprised approximately 93% of
the Company's investment portfolio. As of December 31, 2004, the Company had
approximately $2.5 billion of net real estate investments, inclusive of credit
enhancements, in 394 facilities located in 35 states and managed by 50 different
operators. At that date, the portfolio included 234 assisted living facilities,
152 skilled nursing facilities and eight specialty care facilities.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

The Company files annual, quarterly and current reports, proxy
statements and other information with the Securities and Exchange Commission
(the "SEC"). You may read and copy any document the Company files at the SEC's
public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the public reference
room. The SEC also maintains an internet website at http://www.sec.gov that
contains reports, proxy statements and other information regarding issuers that
file electronically with the SEC, including the Company.

The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2004, filed (File No. 1-8923) with the SEC pursuant to Section 13
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") by the
Company is incorporated herein by reference.

Each document filed by the Company subsequent to the date of this Offer
to Purchase pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
and prior to the termination of the Offer shall be deemed to be incorporated by
reference in this Offer to Purchase and shall be a part hereof from the date of
filing of such document. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Offer to Purchase to the extent that a statement
contained herein or in any other subsequently filed document which is also or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Offer to
Purchase.

Statements made in this Offer to Purchase concerning the provisions of
any contract, agreement, indenture or other document referred to herein are not
necessarily complete. With respect to each such statement concerning a contract,
agreement, indenture or other document filed with the SEC, reference is made to
such filing for a more complete description of the matter involved, and each
such statement is qualified in its entirety by such reference.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of certain U.S. federal income tax
consequences to holders of the Securities who tender them for sale pursuant to
the Offer and is for general information only. The discussion is based on the
provisions of the Internal Revenue Code of 1986, as amended (the "Code"), the
Treasury Regulations promulgated thereunder, and judicial and administrative
rulings and decisions as of the date hereof, all of which are subject to change
or differing interpretations at any time, possibly with retroactive effect. The
tax treatment of a holder of Securities may vary depending upon his, her or its
particular situation. Certain holders (such as insurance companies, tax-exempt
organizations, regulated investment companies, real estate investment trusts,
U.S. holders (as defined below) whose "functional currency" is not the U.S.
dollar, persons holding Securities as part of a hedging, integrated, conversion
or constructive sale transaction or a straddle, financial institutions, brokers,
dealers in securities or currencies and traders that elect to mark-to-market
their securities) may be subject to special rules not discussed below. This
discussion does not consider the effect of any state, local or foreign tax laws
or any U.S. tax considerations (e.g., estate or gift) other than U.S. federal
income tax considerations that may be relevant to particular holders. This
discussion is limited to holders who have held their Securities as "capital
assets" as defined under the Code.

If a partnership holds Securities, the tax treatment of a partner will
generally depend upon the status of the partner and the activities of the
partnership. A holder that is a partner of a partnership tendering Securities
should consult his, her or its tax advisor.

As used herein, a "U.S. holder" of a Security means a holder that is
(1) a citizen or resident of the United States, (2) a corporation or partnership
created or organized in or under the laws of the United States or any political
subdivision thereof, (3) an estate the income of which is subject to United
States federal income taxation regardless of its source or (4) a trust that (x)
is subject to the primary supervision of a court within the United States and
one or more United States persons have the authority to control all substantial
decisions of the trust or (y) has a valid election in effect under applicable
U.S. Treasury regulations to be treated as a United States person.

As used herein, a "non-U.S. holder" means a holder of a Security that
is not a U.S. holder.

EACH HOLDER OF SECURITIES SHOULD CONSULT HIS, HER OR ITS TAX ADVISOR TO
DETERMINE THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF TENDERING THE
SECURITIES IN HIS, HER OR ITS PARTICULAR CIRCUMSTANCES, AS WELL AS THE
APPLICABILITY OF ANY STATE, LOCAL, FOREIGN AND OTHER TAX LAWS.

TAX CONSIDERATIONS FOR U.S. HOLDERS

Sale of Securities Pursuant to the Offer. A U.S. holder who receives
cash for Securities pursuant to the Offer will recognize gain or loss equal to
the difference between (i) the amount of cash received (excluding amounts
attributable to accrued but unpaid interest) and (ii) the U.S. holder's adjusted
tax basis in the Securities sold. A U.S. holder's adjusted tax basis generally
will be the original cost of the Securities increased by all market discount
(see explanation below) included in the U.S. holder's gross income and decreased
by any payments received on the Securities, other than payments of stated
interest, and by any amortizable bond premium (the excess of a U.S. holder's
initial tax basis in the Securities over the principal amount payable at
maturity) which the U.S. holder has previously deducted from income. Subject to
the market discount rules discussed below, such gain or loss generally will be
long-term capital gain or loss if the Securities have been held for more than
one year. For certain noncorporate holders (including individuals), long-term
capital gain, if in excess of net short-term capital losses, will be subject to
tax at a reduced rate. To the extent that the amount paid for the Securities is
attributable to accrued but unpaid interest, it will constitute ordinary income
to the holder unless previously included in income.

A U.S. holder who acquired a Security at a "market discount" (subject
to a statutorily-defined de minimis exception) generally will be required to
treat any gain on the sale thereof pursuant to the Offer as ordinary income
rather than capital gain to the extent of the accrued market discount (on a
straight line basis, or, at the election of the holder, on a constant interest
basis), unless an election was made to include market discount in income as it
accrued for U.S. federal income tax purposes. Market discount at the time a
Security is purchased (other than in the initial offering of the Securities)
generally equals the excess of the principal amount of the Security over a
holder's initial tax basis in the Security.

Information Reporting and Backup Withholding. A U.S. holder whose
Securities are tendered and accepted for payment may be subject to information
reporting and backup withholding with respect to the gross proceeds from the
sale of such Securities received unless such U.S. holder (i) is a corporation or
other exempt recipient and, when required, establishes this exemption or (ii)
provides his, her or its correct taxpayer identification number (which, in the
case of an individual, is his or her social security number), certifies that he,
she or it is not currently subject to backup withholding and otherwise complies
with applicable requirements of the information reporting and backup withholding
rules. A U.S. holder can satisfy these requirements by completing and submitting
a Form W-9 or a valid substitute to its broker. A U.S. holder should contact the
U.S. holder's broker to confirm that the broker has an accurate Form W-9 or
valid substitute for such U.S. holder in its files, and if the broker does not,
to discuss how such U.S. holder can obtain an appropriate form to submit to the
broker. A U.S. holder who does not provide the U.S. holder's broker with his,
her or its correct taxpayer identification number may be subject to penalties
imposed by the Internal Revenue Service (the "IRS"). Any amount withheld under
these rules will be creditable against the U.S. holder's U.S. federal income tax
liability, and if withholding results in an overpayment of taxes, the U.S.
holder may apply for a refund from the IRS.

The U.S. holder's broker will provide information statements to
tendering U.S. holders and report the cash payments to the IRS, as required by
law.

TAX CONSIDERATIONS TO NON-U.S. HOLDERS

Gain realized by a non-U.S. holder on the sale of a Security pursuant
to the Offer will not be subject to U.S. federal income tax unless (1) such gain
is effectively connected with the conduct by such non-U.S. holder of a trade or
business in the United States (and, if a treaty applies, the gain is generally
attributable to the U.S. permanent establishment maintained by such non-U.S.
holder) or (2) in the case of gain realized by a non-U.S. holder who is an
individual, such non-U.S. holder is present in the United States for 183 days or
more in the taxable year of the sale or redemption and certain other conditions
are met.

Information reporting and backup withholding may apply to payments of
the Purchase Price to non-U.S. holders that fail to certify their exempt status
by properly completing a Form W-8BEN or Form W-8ECI, as applicable, or an
appropriate substitute form.

Backup withholding is not an additional tax. A non-U.S. holder subject
to the backup withholding rules will be allowed a credit in the amount withheld
against such non-U.S. holder's U.S. federal income tax liability and, if
withholding results in an overpayment of tax, such non-U.S. holder may be
entitled to a refund, provided that the requisite information is furnished to
the IRS.

DEALER MANAGER AND INFORMATION AGENT

The Company has retained Deutsche Bank Securities Inc. to act on behalf
of the Company as Dealer Manager in connection with the Offer, and the Company
has agreed to pay Deutsche Bank Securities Inc. customary fees in connection
therewith. The Company has also agreed to reimburse Deutsche Bank Securities
Inc. for its reasonable out-of-pocket expenses incurred in connection with the
Offer (including certain fees and disbursements of counsel), and to indemnify it
against certain liabilities in connection with the Offer, including liabilities
under the U.S. federal securities laws.

Deutsche Bank Securities Inc., in the ordinary course of its business,
makes markets in securities of the Company, including the Securities, for its
own account and for the accounts of customers. As a result, from time to time,
Deutsche Bank Securities Inc. may at any time hold a long or short position in
any of the Company's securities, including the Securities.

The Company is currently proposing to offer and sell a new series of
senior unsecured notes. Deutsche Bank Securities Inc. is acting as a lead
underwriter in connection with this offering.

The Company has retained Global Bondholder Services Corporation to act
as Information Agent (the "Information Agent") in connection with the Offer. The
Information Agent will assist holders who request assistance in connection with
the Offer, and may request brokers, dealers and other nominee holders to forward
materials relating to the Offer to beneficial owners. The Company has agreed to
pay the Information Agent customary fees for such service. The Company has also
agreed to reimburse the Information Agent for its reasonable out-of-pocket
expenses and to indemnify the Information Agent against certain liabilities in
connection with the Offer.

OTHER MATTERS

THE OFFER IS NOT BEING MADE TO HOLDERS IN ANY JURISDICTION IN WHICH THE
MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE SECURITIES,
BLUE SKY OR OTHER LAWS OF SUCH JURISDICTION. IN ANY JURISDICTION IN WHICH THE
OFFER IS REQUIRED TO BE MADE BY A LICENSED BROKER OR DEALER, IT SHALL BE DEEMED
TO BE MADE BY DEUTSCHE BANK SECURITIES INC. ON BEHALF OF THE COMPANY.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY REPRESENTATION ON BEHALF OF
THE COMPANY NOT CONTAINED IN THIS OFFER TO PURCHASE AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.

If a holder has questions about the Offer or procedures for accepting
the Offer, the holder should call the holder's Deutsche Bank Securities Inc.
sales representative or Deutsche Bank Securities Inc. or the Information Agent
toll-free at the telephone numbers found on the back cover of this Offer to
Purchase. Requests for additional copies of the Offer to Purchase and related
materials should be directed to the Information Agent toll-free at (866)
540-1500.

HEALTH CARE REIT, INC.

SCHEDULE A

FORMULA TO DETERMINE PURCHASE PRICE

PURCHASE = The Purchase Price per $1,000 principal amount of the
PRICE Securities being priced (excluding accrued interest). A
tendering holder will receive a total amount per $1,000
principal amount (rounded to the nearest $0.01) equal to the
applicable Purchase Price plus accrued and unpaid interest.

N = The number of remaining cash payment dates for the
Securities being priced from (but excluding) the applicable
Settlement Date to and including the Maturity Date.

CFi = The aggregate amount of cash per $1,000 principal amount
scheduled to be paid on the Securities being priced on the
"ith" out of the N remaining cash payment dates for such
Securities, assuming for this purpose that such Securities
are redeemed on the Maturity Date. Scheduled payments of
cash include interest and, on the Maturity Date, premium (if
any) and principal.

YLD = The Tender Offer Yield for the Securities being priced
(expressed as a decimal number). The Tender Offer Yield is
the sum of the applicable Reference Yield (as defined in the
Offer to Purchase) and the applicable Fixed Spread (as set
forth on the front cover of this Offer to Purchase).

Di = The number of days from and including the applicable
Settlement Date to (but excluding) the "ith" out of the N
remaining cash payment dates for the Securities being
priced. The number of days is computed using the 30/360 day
count method in accordance with market convention.

Accrued = Accrued and unpaid interest per $1,000 principal amount of
Interest the Securities being priced to (but excluding) the
applicable Settlement Date.

/ = Divide. The term immediately to the left of the division
symbol is divided by the term immediately to the right of
the division symbol before any other addition or subtraction
operations are performed.

/\ = Exponentiate. The term to the left of exponentiation symbol
is raised to the power indicated by the term to the right of
exponentiation symbol.

N = Summate. The term to the right of the summation symbol is
(sigma) separately calculated "N" times (substituting for "I" in
i=1 that term each whole number between 1 and N, inclusive), and
the separate calculations are then added together.

-- --
N | CFi |
PURCHASE PRICE = (sigma) |----------------------| - Accrued Interest
i=1 |(1+ YLD/2) /\ (Di/180)|
-- --

A-1

SCHEDULE B

HYPOTHETICAL EXAMPLE OF PURCHASE PRICE DETERMINATION

Security 7.625% Notes due 2008

Reference
Security (UST Benchmark) 3.375% due 02/15/08

Fixed Spread 0.75%

Example

Assumed Date
and Time of Acceptance April 25, 2005 at
of Offer (New York City time) 5:00 p.m.

Assumed
Settlement Date April 28, 2005

Reference
Yield as of
Assumed Date
and Time of Acceptance of
Offer 3.729%

YLD 4.479%

N 6

Purchase Price per $1,000 principal amount $1,084.06

Accrued Interest per $1,000 principal amount $9.11

Purchase Price
plus Accrued Interest
per $1,000 principal amount $1,093.17

B-1

Any requests for assistance or additional copies of this Offer to
Purchase and any other documents related to the Offer may be directed to the
Information Agent at the telephone numbers and address set forth below.

The Information Agent for the Offer is:

GLOBAL BONDHOLDER SERVICES CORPORATION
65 Broadway -- Suite 704
New York, New York 10006
Attention: Corporate Affairs
Banks and Brokers call: (212) 430-3774
All Others Call Toll Free:
(866) 540-1500

Any questions or requests for assistance may be directed to the Dealer
Manager at the address and telephone numbers set forth below. A holder may also
contact such holder's broker, dealer, commercial bank, trust company, financial
institution or other custodian for assistance concerning the Offer.

The Dealer Manager for the Offer is:

DEUTSCHE BANK SECURITIES INC.
60 Wall Street
New York, New York 10005

To obtain quotes or tender Securities
(212) 250-6801 (collect)
Attention: Matthew Siracuse
or
For general questions about the Offer
(866) 627-0391 (toll free)
(212) 250-2955 (collect)
Attention: Liability Management Group