<PAGE>


      As filed with the Securities and Exchange Commission on May 24, 2001

                                                      Registration No. 333-_____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  VENTAS, INC.
               --------------------------------------------------
               (Exact name of issuer as specified in its charter)

          Delaware                                             61-1055020
----------------------------                                  ------------
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                         Identification Number)

                         4360 Brownsboro Road, Suite 115
                           Louisville, Kentucky 40207
                    ----------------------------------------
                    (Address of principal executive offices)

              Ventas, Inc. Common Stock Purchase Plan for Directors
              -----------------------------------------------------
                            (Full title of the plan)

                             T. Richard Riney, Esq.
                  Executive Vice President and General Counsel
                                  Ventas, Inc.
                         4360 Brownsboro Road, Suite 115
                           Louisville, Kentucky 40207
                                 (502) 357-9000
                   ------------------------------------------
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                    COPY TO:
                            Maurice M. Lefkort, Esq.
                            Willkie Farr & Gallagher
                               787 Seventh Avenue
                          New York, New York 10019-6099
                                 (212) 728-8000

<TABLE>
                                          CALCULATION OF REGISTRATION FEE
<CAPTION>
---------------------------------- ---------------- -------------------- -------------------- --------------------
                                                      Proposed maximum     Proposed maximum
Title of securities to be            Amount to be    offering price per   aggregate offering       Amount of
registered                          registered (1)         share                 price         registration fee
---------------------------------- ---------------- -------------------- -------------------- --------------------
<S>                                     <C>             <C>                  <C>                  <C>
Common Stock, par value $0.25 per
share each with .667 of an
associated participating preferred
stock purchase right                    200,000         $ 8.93(2)            $1,786,000(2)        $446.50

(1)  This Registration Statement covers 200,000 shares issuable under the Ventas, Inc. Common Stock Purchase Plan
     for Directors. In addition, this Registration Statement covers an indeterminable number of additional shares
     as may hereinafter be offered or issued to prevent dilution resulting from stock splits, stock dividends or
     similar transactions effected without the receipt of consideration.

(2)  Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of
     Rule 457 under the Securities Act of 1933, as amended (the "Securities Act"), based upon the average of the
     high and low prices of the Common Stock as reported on the New York Stock Exchange on May 17, 2001.
</TABLE>



<PAGE>


                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following documents, filed with the Securities and Exchange Commission
(the "Commission") by Ventas, Inc. (the "Company"), are incorporated herein by
reference:

          (a) Notification of Late Filing of a Form 10-K on Form 12b-25, filed
     on April 2, 2001 pursuant to the Securities Exchange Act of 1934, as
     amended (the "Exchange Act");

          (b) The Company's annual report filed on Form 10-K for the fiscal year
     ended December 31, 2000, pursuant to the Exchange Act;

          (c) The Company's quarterly report on Form 10-Q for the fiscal quarter
     ended March 31, 2001 filed with the Commission pursuant to the Exchange
     Act;

          (d) The Company's Current Reports on Form 8-K and 8-K/A, filed
     February 5, 2001, February 6, 2001, February 26, 2001, March 5, 2001, March
     20, 2001, April 2, 2001, April 11, 2001, and April 24, 2001 pursuant to the
     Exchange Act; and

          (e) The description of the Company's shares of Common Stock, par value
     $0.25 per share (the "Common Stock"), contained in the Registration
     Statement filed by the Company with the Commission on Form 8-A, dated
     January 22, 1992; the description of the Company's Participating Preferred
     Stock Purchase Rights contained in the Registration Statement filed by the
     Company with the Commission on Form 8-A dated July 21, 1993, and Form 8-A/A
     dated August 11, 1995; and all other amendments and reports filed for the
     purpose of updating such descriptions prior to the termination of the
     offering of the Common Stock and interests hereby.

     In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement, and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of the filing of such documents with the
Commission. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.


                                       1

<PAGE>


Item 4. DESCRIPTION OF SECURITIES.

     Not applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the Common Stock to be issued pursuant to the Ventas, Inc.
Common Stock Purchase Plan for Directors will be passed upon by T. Richard
Riney, Executive Vice President and General Counsel of the Company. Mr. Riney
owns a number of shares of Common Stock and holds options to purchase additional
shares of Common Stock.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law (the "DGCL") empowers
the Company to, and Article IX of the Certificate of Incorporation of the
Company provides that it shall, indemnify any person who was or is made a party
or is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
("Proceeding") because he or she is or was a director or officer of the Company,
or is or was serving at the request of the Company as a director, officer,
employee, trustee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against all expenses, liabilities and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) actually and reasonably incurred or suffered
by him or her in connection with such Proceeding. The Company may provide by
action of its Board of Directors through agreement, resolution or by a provision
in the By-Laws of the Company, indemnification of the Company's employees and
agents with substantially the same scope and effect as the indemnification
provided in Article IX of the Certificate of Incorporation of the Company.

     Expenses incurred by such a person in his or her capacity as a director or
officer of the Company (and not in any other capacity in which service was or is
rendered by such person while a director or officer) in defending a Proceeding
may be paid by the Company in advance of the final disposition of such
Proceeding as authorized by the Board of Directors in a specific case upon
receipt of an undertaking by or on behalf of that person to repay such amounts
unless it is ultimately determined that that person is entitled to be
indemnified by the Company as authorized by the General Corporation Law of the
State of Delaware. Expenses incurred by a person in any capacity other than as
an officer or director of the Company may be paid in advance of the final
disposition of a Proceeding on such terms and conditions, if any, as the Board
of Directors deems appropriate.

     Pursuant to Section 102(b)(7) of the DGCL, the Company's Certificate of
Incorporation, as amended, eliminates certain liability of the Company's
directors for breach of their fiduciary duty of care. Article VIII of the
Certificate of Incorporation provides that neither the Company nor its
stockholders may recover monetary damages from the Company's directors for
breach of the duty of care in the performance of their duties as directors of
the Company. Article VIII does not, however, eliminate the liability of the
Company's directors (i) for a breach


                                       2

<PAGE>


of the director's duty of loyalty, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the DGCL (relating to unlawful distributions), or (iv) for
any improper personal benefit.

     The indemnification provided for by Article IX of the Company's Articles of
Incorporation is a contract right and continues as to persons who cease to be
directors, officers, employees or agents and inures to the benefit of the heirs,
executors and administrators of such persons. No amendment to the Company's
Articles of Incorporation or repeal of any article thereof increases the
liability of any director or officer of the Company for acts or omissions of
such persons occurring prior to such amendment or repeal.

     The right to indemnification conferred by Article IX of the Company's
Articles of Incorporation is not exclusive of any other rights to which those
seeking indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to actions taken
in his or her official capacity and in any other capacity while holding such
office.

     The Company may purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the Company, or is or was
serving at the request of the Company as a director, trustee, officer, partner,
employee, or agent of another domestic or foreign corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted against
him or her and incurred by him or her in such capacity or arising out of his or
her status as such, whether or not the Company would have the power or be
obligated to indemnify him or her against such liability under the provisions of
Article IX of the Company's Articles of Incorporation or the General Corporation
Law of the State of Delaware.

     The Company currently has in effect officers and directors liability
insurance policies. These policies cover any negligent act, error or omission of
a director or officer, subject to certain exclusions. The limit of liability
under the policies is $60 million in the aggregate annually for coverages in
excess of deductibles.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

Item 8. EXHIBITS.

Exhibit No.              Description
-----------              -----------

    4.1                  Certificate of Incorporation of the Company, as amended
                         (incorporated herein by reference to Exhibit 3 to the
                         Company's Form 10-Q for the quarterly period ended
                         September 30, 1995).


                                       3

<PAGE>


    4.2                  Certificate of Amendment to Certificate of
                         Incorporation of the Company (incorporated herein by
                         reference to Exhibit 3.1 to the Company's Form 10-Q for
                         the quarterly period ended June 30, 1998).

    4.3                  Third Amended and Restated Bylaws of the Company
                         (incorporated herein by reference to Exhibit 3.2 to the
                         Company's Form 10-K for the year ended December 31,
                         1997).

    4.4                  Specimen Common Stock Certificate (incorporated herein
                         by reference to Exhibit 4.1 to the Company's Form 10-K
                         for the year ended December 31, 1998).

    4.5.1                Rights Agreement, dated as of July 20, 1993, between
                         the Company and National City Bank, as Rights Agent
                         (incorporated herein by reference to Exhibit 1 to the
                         Company's Registration Statement on Form 8-A, dated
                         July 20, 1993).

    4.5.2                First Amendment to Rights Agreement, dated as of August
                         11, 1995, between the Company and National City Bank,
                         as Rights Agent (incorporated herein by reference to
                         Exhibit 2 to the Company's Registration Statement on
                         Form 8-A/A, filed on August 11, 1995).

    4.5.3                Second Amendment to Rights Agreement, dated as of
                         February 1, 1998, between the Company and National City
                         Bank, as Rights Agent (incorporated herein by reference
                         to Exhibit 1 to the Company's Registration Statement on
                         Form 8-A/A, filed on February 2, 1998).

    4.5.4                Third Amendment to Rights Agreement, dated as of July
                         27, 1998, between the Company and National City Bank,
                         as Rights Agent (incorporated herein by reference to
                         Exhibit 1 to the Company's Registration Statement on
                         Form 8-A/A, filed on July 28, 1998).

    4.5.5                Fourth Amendment to Rights Agreement, dated as of April
                         15, 1999, between the Company and National City Bank,
                         as Rights Agent (incorporated herein by reference to
                         Exhibit 1 to the Company's Form 8-A/A, filed on April
                         19, 1999).

    4.5.6                Fifth Amendment to Rights Agreement, dated as of
                         December 15, 1999, between the Company and National
                         City Bank, as Rights Agent (incorporated herein by
                         reference to Exhibit 1 to the Company's Registration
                         Statement on Form 8-A/A, filed on December 22,
                         1999).

    4.5.7                Sixth Amendment to Rights Agreement, dated as of May
                         22, 2000, between the Company and National City Bank,
                         as Rights Agent (incorporated herein by reference to
                         Exhibit 1 to the Company's Registration Statement on
                         Form 8-A/A, filed on May 24, 2000).


                                       4

<PAGE>


    4.6                  Letter Agreement relating to a waiver of the provisions
                         of Article XII of the Certificate of Incorporation of
                         Ventas, Inc. in favor of the Baupost Group, LLC, dated
                         February 28, 2001 (incorporated herein by reference to
                         Exhibit 4.4 to the Company's Form 10-K for the year
                         ended December 31, 2000).

    4.7                  Letter Agreement relating to a waiver of the provisions
                         of Article XII of the Certificate of Incorporation of
                         Ventas, Inc. in favor of Cramer Rosenthal & McGlynn,
                         LLC, dated February 14, 2001 (incorported herein by
                         reference to Exhibit 4.7 to the Company's Form 10-K for
                         the year ended December 31, 2000).

    5                    Opinion of T. Richard Riney, Esq., counsel to the
                         Company, as to the legality of the shares being
                         offered.

    23.1                 Consent of Ernst & Young LLP.

    23.2                 Consent of T. Richard Riney, Esq. (contained in Exhibit
                         5).

    24                   Power of Attorney (reference is made to the signature
                         page).

Item 9. UNDERTAKINGS.

     (a) The Company hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) to include any prospectus required by Section 10(a)(3) of the
          Securities Act;

               (ii) to reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereto) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) under the
          Securities Act if, in the aggregate, the changes in volume and price
          represent no more than a 20% change in the maximum aggregate offering
          price set forth in the "Calculation of Registration Fee" table in the
          effective Registration Statement; and


                                       5

<PAGE>


               (iii) to include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement; provided, however, that clauses (a)(1)(i) and
          (a)(1)(ii) do not apply if the information required to be included in
          a post-effective amendment by those clauses is contained in periodic
          reports filed by the Company pursuant to Section 13 or Section 15(d)
          of the Exchange Act that are incorporated by reference in the
          Registration Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.


                                       6

<PAGE>


SIGNATURES

     Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Louisville, Commonwealth of Kentucky, on this 23rd day of May, 2001.

                                        VENTAS, INC.

                                        By: /s/ T. Richard Riney
                                            ------------------------------
                                            T. Richard Riney, Esq.
                                            Executive Vice President and General
                                            Counsel

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints T. Richard Riney, Esq. his true and lawful
attorney-in-fact, with full power of substitution, for him and in his name,
place and stead, in any and all capacities, to sign any amendments to this
Registration Statement and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each said attorney-in-fact, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
Signature                      Capacity                                 Date
---------                      --------                                 ----
<S>                            <C>                                      <C>
/s/ Debra A. Cafaro            President, Chief Executive Officer and   May 23, 2001
----------------------------   Director (Principal Executive
Debra A. Cafaro                Officer/Principal Financial Officer)

/s/ Mary L. Smith              (Principal Accounting Officer)           May 23, 2001
----------------------------
Mary L. Smith

/s/ Walter F. Beran            Director                                 May 23, 2001
----------------------------
Walter F. Beran

/s/ Douglas Crocker, II        Director                                 May 23, 2001
----------------------------
Douglas Crocker, II

/s/ Ronald G. Geary            Director                                 May 23, 2001
----------------------------
Ronald G. Geary


                                       7

<PAGE>


/s/ W. Bruce Lunsford          Chairman of the Board and Director       May 22, 2001
----------------------------
W. Bruce Lunsford

/s/ Sheli Z. Rosenberg         Director                                 May 23, 2001
----------------------------
Sheli Z. Rosenberg
</TABLE>


                                       8

<PAGE>


                                INDEX TO EXHIBITS

Exhibit No.         Description
-----------         -----------

   4.1              Certificate of Incorporation of the Company, as amended.*

   4.2              Certificate of Amendment to Certificate of Incorporation of
                    the Company.*

   4.3              Third Amended and Restated Bylaws of the Company.*

   4.4              Specimen Common Stock Certificate.*

   4.5.1            Rights Agreement, dated as of July 20, 1993, between the
                    Company and National City Bank, as Rights Agent.*

   4.5.2            First Amendment to Rights Agreement, dated as of August 11,
                    1995, between the Company and National City Bank, as Rights
                    Agent.*

   4.5.3            Second Amendment to Rights Agreement, dated as of February
                    1, 1998, between the Company and National City Bank, as
                    Rights Agent.*

   4.5.4            Third Amendment to Rights Agreement, dated as of July 27,
                    1998, between the Company and National City Bank, as Rights
                    Agent.*

   4.5.5            Fourth Amendment to Rights Agreement, dated as of April 15,
                    1999, between the Company and National City Bank, as Rights
                    Agent.*

   4.5.6            Fifth Amendment to Rights Agreement, dated as of December
                    15, 1999, between the Company and National City Bank, as
                    Rights Agent.*

   4.5.7            Sixth Amendment to Rights Agreement, dated as of May 22,
                    2000, between the Company and National City Bank, as Rights
                    Agent.*

   4.6              Letter Agreement relating to a waiver of the provisions of
                    Article XII of the Certificate of Incorporation of Ventas,
                    Inc. in favor of the Baupost Group, LLC, dated February 28,
                    2001.*

   4.7              Letter Agreement relating to a waiver of the provisions of
                    Article XII of the Certificate of Incorporation of Ventas,
                    Inc. in favor of Cramer Rosenthal & McGlynn, LLC, dated
                    February 14, 2001.*

------------------------
*    Incorporated herein by reference.


                                       9

<PAGE>


   5                Opinion of T. Richard Riney, Esq., counsel to the Company,
                    as to the legality of the shares being offered.

   23.1             Consent of Ernst & Young LLP.

   23.2             Consent of T. Richard Riney, Esq. (contained in Exhibit 5).

   24               Power of Attorney (reference is made to the signature page).



                                       10
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{"company-data": {"conformed-name": "VENTAS INC", "cik": "0000740260", "assigned-sic": "8060", "irs-number": "611055020", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61552", "film-number": "1647283"}, "business-address": {"street1": "4360 BROWNSBORO ROAD", "street2": "SUITE 115", "city": "LOUISVILLE", "state": "KY", "zip": "40207", "phone": "5025967300"}, "mail-address": {"street1": "4360 BROWNSBORO ROAD", "street2": "SUITE 115", "city": "LOUISVILLE", "state": "KY", "zip": "40207"}}
As filed with the Securities and Exchange Commission on May 24, 2001

                                                      Registration No. 333-_____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  VENTAS, INC.
               --------------------------------------------------
               (Exact name of issuer as specified in its charter)

          Delaware                                             61-1055020
----------------------------                                  ------------
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                         Identification Number)

                         4360 Brownsboro Road, Suite 115
                           Louisville, Kentucky 40207
                    ----------------------------------------
                    (Address of principal executive offices)

              Ventas, Inc. Common Stock Purchase Plan for Directors
              -----------------------------------------------------
                            (Full title of the plan)

                             T. Richard Riney, Esq.
                  Executive Vice President and General Counsel
                                  Ventas, Inc.
                         4360 Brownsboro Road, Suite 115
                           Louisville, Kentucky 40207
                                 (502) 357-9000
                   ------------------------------------------
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                    COPY TO:
                            Maurice M. Lefkort, Esq.
                            Willkie Farr & Gallagher
                               787 Seventh Avenue
                          New York, New York 10019-6099
                                 (212) 728-8000

                                          CALCULATION OF REGISTRATION FEE
---------------------------------- ---------------- -------------------- -------------------- --------------------
                                                      Proposed maximum     Proposed maximum
Title of securities to be            Amount to be    offering price per   aggregate offering       Amount of
registered                          registered (1)         share                 price         registration fee
---------------------------------- ---------------- -------------------- -------------------- --------------------
Common Stock, par value $0.25 per
share each with .667 of an
associated participating preferred
stock purchase right                    200,000         $ 8.93(2)            $1,786,000(2)        $446.50

(1)  This Registration Statement covers 200,000 shares issuable under the Ventas, Inc. Common Stock Purchase Plan
     for Directors. In addition, this Registration Statement covers an indeterminable number of additional shares
     as may hereinafter be offered or issued to prevent dilution resulting from stock splits, stock dividends or
     similar transactions effected without the receipt of consideration.

(2)  Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of
     Rule 457 under the Securities Act of 1933, as amended (the "Securities Act"), based upon the average of the
     high and low prices of the Common Stock as reported on the New York Stock Exchange on May 17, 2001.
PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following documents, filed with the Securities and Exchange Commission
(the "Commission") by Ventas, Inc. (the "Company"), are incorporated herein by
reference:

          (a) Notification of Late Filing of a Form 10-K on Form 12b-25, filed
     on April 2, 2001 pursuant to the Securities Exchange Act of 1934, as
     amended (the "Exchange Act");

          (b) The Company's annual report filed on Form 10-K for the fiscal year
     ended December 31, 2000, pursuant to the Exchange Act;

          (c) The Company's quarterly report on Form 10-Q for the fiscal quarter
     ended March 31, 2001 filed with the Commission pursuant to the Exchange
     Act;

          (d) The Company's Current Reports on Form 8-K and 8-K/A, filed
     February 5, 2001, February 6, 2001, February 26, 2001, March 5, 2001, March
     20, 2001, April 2, 2001, April 11, 2001, and April 24, 2001 pursuant to the
     Exchange Act; and

          (e) The description of the Company's shares of Common Stock, par value
     $0.25 per share (the "Common Stock"), contained in the Registration
     Statement filed by the Company with the Commission on Form 8-A, dated
     January 22, 1992; the description of the Company's Participating Preferred
     Stock Purchase Rights contained in the Registration Statement filed by the
     Company with the Commission on Form 8-A dated July 21, 1993, and Form 8-A/A
     dated August 11, 1995; and all other amendments and reports filed for the
     purpose of updating such descriptions prior to the termination of the
     offering of the Common Stock and interests hereby.

     In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement, and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of the filing of such documents with the
Commission. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.

                                       1
Item 4. DESCRIPTION OF SECURITIES.

     Not applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the Common Stock to be issued pursuant to the Ventas, Inc.
Common Stock Purchase Plan for Directors will be passed upon by T. Richard
Riney, Executive Vice President and General Counsel of the Company. Mr. Riney
owns a number of shares of Common Stock and holds options to purchase additional
shares of Common Stock.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law (the "DGCL") empowers
the Company to, and Article IX of the Certificate of Incorporation of the
Company provides that it shall, indemnify any person who was or is made a party
or is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
("Proceeding") because he or she is or was a director or officer of the Company,
or is or was serving at the request of the Company as a director, officer,
employee, trustee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against all expenses, liabilities and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) actually and reasonably incurred or suffered
by him or her in connection with such Proceeding. The Company may provide by
action of its Board of Directors through agreement, resolution or by a provision
in the By-Laws of the Company, indemnification of the Company's employees and
agents with substantially the same scope and effect as the indemnification
provided in Article IX of the Certificate of Incorporation of the Company.

     Expenses incurred by such a person in his or her capacity as a director or
officer of the Company (and not in any other capacity in which service was or is
rendered by such person while a director or officer) in defending a Proceeding
may be paid by the Company in advance of the final disposition of such
Proceeding as authorized by the Board of Directors in a specific case upon
receipt of an undertaking by or on behalf of that person to repay such amounts
unless it is ultimately determined that that person is entitled to be
indemnified by the Company as authorized by the General Corporation Law of the
State of Delaware. Expenses incurred by a person in any capacity other than as
an officer or director of the Company may be paid in advance of the final
disposition of a Proceeding on such terms and conditions, if any, as the Board
of Directors deems appropriate.

     Pursuant to Section 102(b)(7) of the DGCL, the Company's Certificate of
Incorporation, as amended, eliminates certain liability of the Company's
directors for breach of their fiduciary duty of care. Article VIII of the
Certificate of Incorporation provides that neither the Company nor its
stockholders may recover monetary damages from the Company's directors for
breach of the duty of care in the performance of their duties as directors of
the Company. Article VIII does not, however, eliminate the liability of the
Company's directors (i) for a breach

                                       2
of the director's duty of loyalty, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the DGCL (relating to unlawful distributions), or (iv) for
any improper personal benefit.

     The indemnification provided for by Article IX of the Company's Articles of
Incorporation is a contract right and continues as to persons who cease to be
directors, officers, employees or agents and inures to the benefit of the heirs,
executors and administrators of such persons. No amendment to the Company's
Articles of Incorporation or repeal of any article thereof increases the
liability of any director or officer of the Company for acts or omissions of
such persons occurring prior to such amendment or repeal.

     The right to indemnification conferred by Article IX of the Company's
Articles of Incorporation is not exclusive of any other rights to which those
seeking indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to actions taken
in his or her official capacity and in any other capacity while holding such
office.

     The Company may purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the Company, or is or was
serving at the request of the Company as a director, trustee, officer, partner,
employee, or agent of another domestic or foreign corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted against
him or her and incurred by him or her in such capacity or arising out of his or
her status as such, whether or not the Company would have the power or be
obligated to indemnify him or her against such liability under the provisions of
Article IX of the Company's Articles of Incorporation or the General Corporation
Law of the State of Delaware.

     The Company currently has in effect officers and directors liability
insurance policies. These policies cover any negligent act, error or omission of
a director or officer, subject to certain exclusions. The limit of liability
under the policies is $60 million in the aggregate annually for coverages in
excess of deductibles.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

Item 8. EXHIBITS.

Exhibit No.              Description
-----------              -----------

    4.1                  Certificate of Incorporation of the Company, as amended
                         (incorporated herein by reference to Exhibit 3 to the
                         Company's Form 10-Q for the quarterly period ended
                         September 30, 1995).

                                       3
4.2                  Certificate of Amendment to Certificate of
                         Incorporation of the Company (incorporated herein by
                         reference to Exhibit 3.1 to the Company's Form 10-Q for
                         the quarterly period ended June 30, 1998).

    4.3                  Third Amended and Restated Bylaws of the Company
                         (incorporated herein by reference to Exhibit 3.2 to the
                         Company's Form 10-K for the year ended December 31,
                         1997).

    4.4                  Specimen Common Stock Certificate (incorporated herein
                         by reference to Exhibit 4.1 to the Company's Form 10-K
                         for the year ended December 31, 1998).

    4.5.1                Rights Agreement, dated as of July 20, 1993, between
                         the Company and National City Bank, as Rights Agent
                         (incorporated herein by reference to Exhibit 1 to the
                         Company's Registration Statement on Form 8-A, dated
                         July 20, 1993).

    4.5.2                First Amendment to Rights Agreement, dated as of August
                         11, 1995, between the Company and National City Bank,
                         as Rights Agent (incorporated herein by reference to
                         Exhibit 2 to the Company's Registration Statement on
                         Form 8-A/A, filed on August 11, 1995).

    4.5.3                Second Amendment to Rights Agreement, dated as of
                         February 1, 1998, between the Company and National City
                         Bank, as Rights Agent (incorporated herein by reference
                         to Exhibit 1 to the Company's Registration Statement on
                         Form 8-A/A, filed on February 2, 1998).

    4.5.4                Third Amendment to Rights Agreement, dated as of July
                         27, 1998, between the Company and National City Bank,
                         as Rights Agent (incorporated herein by reference to
                         Exhibit 1 to the Company's Registration Statement on
                         Form 8-A/A, filed on July 28, 1998).

    4.5.5                Fourth Amendment to Rights Agreement, dated as of April
                         15, 1999, between the Company and National City Bank,
                         as Rights Agent (incorporated herein by reference to
                         Exhibit 1 to the Company's Form 8-A/A, filed on April
                         19, 1999).

    4.5.6                Fifth Amendment to Rights Agreement, dated as of
                         December 15, 1999, between the Company and National
                         City Bank, as Rights Agent (incorporated herein by
                         reference to Exhibit 1 to the Company's Registration
                         Statement on Form 8-A/A, filed on December 22,
                         1999).

    4.5.7                Sixth Amendment to Rights Agreement, dated as of May
                         22, 2000, between the Company and National City Bank,
                         as Rights Agent (incorporated herein by reference to
                         Exhibit 1 to the Company's Registration Statement on
                         Form 8-A/A, filed on May 24, 2000).

                                       4
4.6                  Letter Agreement relating to a waiver of the provisions
                         of Article XII of the Certificate of Incorporation of
                         Ventas, Inc. in favor of the Baupost Group, LLC, dated
                         February 28, 2001 (incorporated herein by reference to
                         Exhibit 4.4 to the Company's Form 10-K for the year
                         ended December 31, 2000).

    4.7                  Letter Agreement relating to a waiver of the provisions
                         of Article XII of the Certificate of Incorporation of
                         Ventas, Inc. in favor of Cramer Rosenthal & McGlynn,
                         LLC, dated February 14, 2001 (incorported herein by
                         reference to Exhibit 4.7 to the Company's Form 10-K for
                         the year ended December 31, 2000).

    5                    Opinion of T. Richard Riney, Esq., counsel to the
                         Company, as to the legality of the shares being
                         offered.

    23.1                 Consent of Ernst & Young LLP.

    23.2                 Consent of T. Richard Riney, Esq. (contained in Exhibit
                         5).

    24                   Power of Attorney (reference is made to the signature
                         page).

Item 9. UNDERTAKINGS.

     (a) The Company hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) to include any prospectus required by Section 10(a)(3) of the
          Securities Act;

               (ii) to reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereto) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) under the
          Securities Act if, in the aggregate, the changes in volume and price
          represent no more than a 20% change in the maximum aggregate offering
          price set forth in the "Calculation of Registration Fee" table in the
          effective Registration Statement; and

                                       5
(iii) to include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement; provided, however, that clauses (a)(1)(i) and
          (a)(1)(ii) do not apply if the information required to be included in
          a post-effective amendment by those clauses is contained in periodic
          reports filed by the Company pursuant to Section 13 or Section 15(d)
          of the Exchange Act that are incorporated by reference in the
          Registration Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                       6
SIGNATURES

     Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Louisville, Commonwealth of Kentucky, on this 23rd day of May, 2001.

                                        VENTAS, INC.

                                        By: /s/ T. Richard Riney
                                            ------------------------------
                                            T. Richard Riney, Esq.
                                            Executive Vice President and General
                                            Counsel

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints T. Richard Riney, Esq. his true and lawful
attorney-in-fact, with full power of substitution, for him and in his name,
place and stead, in any and all capacities, to sign any amendments to this
Registration Statement and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each said attorney-in-fact, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature                      Capacity                                 Date
---------                      --------                                 ----
/s/ Debra A. Cafaro            President, Chief Executive Officer and   May 23, 2001
----------------------------   Director (Principal Executive
Debra A. Cafaro                Officer/Principal Financial Officer)

/s/ Mary L. Smith              (Principal Accounting Officer)           May 23, 2001
----------------------------
Mary L. Smith

/s/ Walter F. Beran            Director                                 May 23, 2001
----------------------------
Walter F. Beran

/s/ Douglas Crocker, II        Director                                 May 23, 2001
----------------------------
Douglas Crocker, II

/s/ Ronald G. Geary            Director                                 May 23, 2001
----------------------------
Ronald G. Geary

                                       7
/s/ W. Bruce Lunsford          Chairman of the Board and Director       May 22, 2001
----------------------------
W. Bruce Lunsford

/s/ Sheli Z. Rosenberg         Director                                 May 23, 2001
----------------------------
Sheli Z. Rosenberg
8
INDEX TO EXHIBITS

Exhibit No.         Description
-----------         -----------

   4.1              Certificate of Incorporation of the Company, as amended.*

   4.2              Certificate of Amendment to Certificate of Incorporation of
                    the Company.*

   4.3              Third Amended and Restated Bylaws of the Company.*

   4.4              Specimen Common Stock Certificate.*

   4.5.1            Rights Agreement, dated as of July 20, 1993, between the
                    Company and National City Bank, as Rights Agent.*

   4.5.2            First Amendment to Rights Agreement, dated as of August 11,
                    1995, between the Company and National City Bank, as Rights
                    Agent.*

   4.5.3            Second Amendment to Rights Agreement, dated as of February
                    1, 1998, between the Company and National City Bank, as
                    Rights Agent.*

   4.5.4            Third Amendment to Rights Agreement, dated as of July 27,
                    1998, between the Company and National City Bank, as Rights
                    Agent.*

   4.5.5            Fourth Amendment to Rights Agreement, dated as of April 15,
                    1999, between the Company and National City Bank, as Rights
                    Agent.*

   4.5.6            Fifth Amendment to Rights Agreement, dated as of December
                    15, 1999, between the Company and National City Bank, as
                    Rights Agent.*

   4.5.7            Sixth Amendment to Rights Agreement, dated as of May 22,
                    2000, between the Company and National City Bank, as Rights
                    Agent.*

   4.6              Letter Agreement relating to a waiver of the provisions of
                    Article XII of the Certificate of Incorporation of Ventas,
                    Inc. in favor of the Baupost Group, LLC, dated February 28,
                    2001.*

   4.7              Letter Agreement relating to a waiver of the provisions of
                    Article XII of the Certificate of Incorporation of Ventas,
                    Inc. in favor of Cramer Rosenthal & McGlynn, LLC, dated
                    February 14, 2001.*

------------------------
*    Incorporated herein by reference.

                                       9
5                Opinion of T. Richard Riney, Esq., counsel to the Company,
                    as to the legality of the shares being offered.

   23.1             Consent of Ernst & Young LLP.

   23.2             Consent of T. Richard Riney, Esq. (contained in Exhibit 5).

   24               Power of Attorney (reference is made to the signature page).

                                       10