Rule 424(b)(2)
Registration No. 33-66676
PRICING AND PROSPECTUS SUPPLEMENT DATED MARCH 12, 1997
HEALTH CARE PROPERTY INVESTORS, INC.
Medium-Term Notes, Series B
This Pricing and Prospectus Supplement accompanies and supplements the
Prospectus, dated August 1, 1995, as supplemented by the Prospectus
Supplement, dated August 1, 1995.
The Notes have the following terms (as applicable):
Principal Amount: $10,000,000.00
Agent's Discount or Commission: .625%
Net Proceeds to Issuer: $9,937,500.00
Original Issue Price: 100%
Original Issue Date: March 17, 1997
Stated Maturity Date: March 19, 2007
Interest Rate Per Annum: 7.30%
Redemption Date(s): None
Redemption Price(s): Not Applicable
Notice of Redemption: Not Applicable
Optional Repayment Date(s): None
Optional Repayment Price(s): Not Applicable
Notice of Optional Repayment: Not Applicable
Original Issue Discount: [ ] Yes [X] No
Form: [X] Book-Entry/Global
[ ] Definitive
Agent: [X] Merrill Lynch & Co.
[ ] Goldman, Sachs & Co.
Agent acting in the capacity as indicated below:
[ ] Agent [X] Principal
If as Principal:
[ ] The Notes are being offered at varying prices related
to prevailing market prices at the time of resale.
[X] The Notes are being offered at a fixed initial public
offering price of 100% of Principal Amount.
If as Agent:
The Notes are being offered at a fixed initial public offering
price of 100% of Principal Amount.
Stated Interest:
Based on the expected issue price of the Notes, the Company does not
anticipate that the Notes will be issued with original issue discount. Holders
of Notes will be required to include stated interest in gross income in
accordance with their method of accounting for tax purposes. Each purchaser
of Notes is encouraged to consult his or her tax advisor with respect to the
tax consequences to him or her of the acquisition, ownership and disposition
of the Notes. See "Material Federal Income Tax Considerations" in the
accompanying Prospectus Supplement.
