Edgar Filing: HEALTH CARE REIT INC /DE/

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HERMAN CHARLES J JR

2. Issuer Name and Ticker or Trading Symbol
HEALTH CARE REIT INC /DE/ [HCN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
VP & Chief Investment Officer

(Last)

(First)

(Middle)

ONE SEAGATE, SUITE 1500

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2005

(Street)

TOLEDO, OH 43604

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/07/2005		M		10,500	A	$ 16.81	36,705	D
Common Stock	02/07/2005		M		7,500	A	$ 24.42	44,205	D
Common Stock	02/07/2005		S		18,000	D	$ 33.6931	26,205	D
Common Stock	02/08/2005		M		3,000	A	$ 24.42	29,205	D
Common Stock	02/08/2005		M		5,880	A	$ 25.82	35,085	D
Common Stock	02/08/2005		S		8,880	D	$ 33.6941	26,205	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option (Right to Buy)

$ 16.81

02/07/2005

10,500

12/15/2004⁽¹⁾

10/17/2010

Common

21,000 ⁽¹⁾

$ 0 ⁽²⁾

10,500

Option (Right to Buy)

$ 24.42

02/07/2005

7,500

12/15/2004⁽³⁾

12/12/2011

Common

31,500 ⁽³⁾

$ 0 ⁽²⁾

24,000

Option (Right to Buy)

$ 24.42

02/08/2005

3,000

12/15/2004⁽³⁾

12/12/2011

Common

24,000 ⁽³⁾

$ 0 ⁽²⁾

21,000

Option (Right to Buy)

$ 25.82

02/08/2005

5,880

01/15/2005⁽⁴⁾

01/27/2013

Common

23,517 ⁽⁴⁾

$ 0 ⁽²⁾

17,637

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HERMAN CHARLES J JR ONE SEAGATE, SUITE 1500 TOLEDO, OH 43604			VP & Chief Investment Officer

Signatures

By: Erin C. Ibele Attorney-in-Fact For: Charles J. Herman, Jr.		02/09/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Options for the purchase of 52,500 shares of common stock at $16.81 per share were granted to Mr. Herman on October 17, 2000, which grant has previously been reported. The partial exercise of these options for the purchase of 31,500 shares has previously been reported. Of the remaining options, options for the purchase of 10,500 shares vested on December 15, 2004 and options for the purchase of 10,500 shares will vest on December 15, 2005.
(2)	The options were granted under the Health Care REIT, Inc. 1995 Stock Incentive Plan and had no acquisition price.
(3)	Options for the purchase of 52,500 shares of common stock at $24.42 per share were granted to Mr. Herman on December 12, 2001, which grant has previously been reported. The partial exercise of these options for the purchase of 21,000 shares has previously been reported. Of the remaining options, options for the purchase of 10,500 shares vested on December 15, 2004 and options for the purchase of 10,500 shares will vest on December 15 of each 2005 and 2006.
(4)	Options for the purchase of 29,397 shares of common stock at $25.82 per share were granted to Mr. Herman on January 27, 2003, which grant has previously been reported. The partial exercise of these options for the purchase of 5,880 shares has previously been reported. Of the remaining options, options for the purchase of 5,880 shares vested on January 15, 2005, and options for the purchase of 5,879 shares will vest on January 15 of each 2006, 2007 and 2008.

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