Rule 424(b)(2)
Registration No. 33-66676
AMENDMENT NO. 1 TO
PRICING SUPPLEMENT DATED MARCH 3, 1998
HEALTH CARE PROPERTY INVESTORS, INC.
Medium-Term Notes, Series B
This Pricing 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: $5,000,000.00
Agent's Discount or Commission: .50%
Net Proceeds to Issuer: $4,975,000.00
Original Issue Price: 100%
Original Issue Date: March 6, 1998
Stated Maturity Date: March 6, 2003
Interest Rate Per Annum: 6.66%
Redemption Date(s): None
Redemption Price(s): Not Applicable
Notice of Redemption: Not Applicable
Optional Repayment Date: None
Optional Repayment Price: 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.
