HEALTH CARE PROPERTY INVESTORS INC
8-K/A, 1999-03-08
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>

                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                __________


                                FORM 8-K/A
                             AMENDMENT NO. 1
                                     
                              CURRENT REPORT

                  PURSUANT TO SECTION 13 OR 15(d) of the

                      SECURITIES EXCHANGE ACT OF 1934


             Date of Report (Date of earliest event reported)
                    January 7, 1999 (November 6, 1998)


- --------------------------------------------------------------------------
                   HEALTH CARE PROPERTY INVESTORS, INC.
          (Exact name of registrant as specified in its charter)
- --------------------------------------------------------------------------
<TABLE>
<CAPTION>


<S>                                  <C>               <C>
     Maryland                           1-8895            33-0091377
(State or Other Jurisdiction of      (Commission       (I.R.S. Employer
Incorporation of Organization)       File Number)      Identification No.)
</TABLE>
                      4675 MacArthur Court, 9th Floor
                         Newport Beach, CA  92660
                 (Address of principal executive offices)


                              (949) 221-0600
           (Registrant's telephone number, including area code)






<PAGE>

ITEM 2.   ACQUISITION OF ASSETS


During  the period from November 6, 1998 through December 23, 1998,  Health
Care  Property  Investors, Inc. and its affiliates  and  subsidiaries (HCPI)
acquired from unrelated parties 12 long-term care facilities and
13  medical office buildings in five separate transactions for an aggregate
purchase  price  of approximately $125,348,000.  HCPI acquired the
long-term care facilities, subject to existing triple-net leases to three
separate operators.  HCPI acquired the medical office buildings in a trans-
action where the seller retains a portion of ownership. The medical office 
buildings were leased  to  multiple tenants on a gross or modified gross 
basis under which HCPI may be responsible for property taxes, repairs and 
maintenance and/or insurance on those properties.  These acquisitions were 
funded by bank borrowings on HCPI's revolving bank lines of credit, by the 
assumption  of  debt,  by equity  contributed by the seller and by cash on 
hand.  As  of  January  6, 1999, HCPI  has  approximately  $85,000,000 
outstanding on its revolving bank lines of credit.
<TABLE>
<CAPTION>
                                                                     Facility                   Acquisition     Purchase
Facility Name                                 City           State     Type      Beds   Units      Date           Price
- ------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>              <C>      <C>       <C>   <C>      <C>        <C>
FOUR SEASONS                                  BAD AXE          MI       LTC      120     0       11/06/98       4,870,000
SEABREEZE CARE CENTER                         TEXAS CITY       TX       LTC      107     0       11/06/98       3,025,000
EAGLE HIGHLANDS OUTPATIENT CENTER             INDIANAPOLIS     IN       MOB(1)     0     1       12/04/98       2,508,750
METHODIST MEDICAL PLAZA BROWNSBURG BUILDING   BROWNSBURG       IN       MOB(1)     0     1       12/04/98       1,128,750
METHODIST MEDICAL PLAZA EAST BUILDING         INDIANAPOLIS     IN       MOB(1)     0     1       12/04/98      10,966,750
METHODIST MEDICAL PLAZA GLENDALE BUILDING     INDIANAPOLIS     IN       MOB(1)     0     1       12/04/98       4,064,750
METHODIST MEDICAL PLAZA GREENWOOD BUILDING    INDIANAPOLIS     IN       MOB(1)     0     1       12/04/98       7,627,750
ZIONSVILLE MEDICAL CENTER                     INDIANAPOLIS     IN       MOB(1)     0     1       12/04/98       2,082,750
EAGLE HIGHLANDS OFFICE PARK                   INDIANAPOLIS     IN       MOB(1)     0     1       12/04/98       3,200,750
EAGLE HIGHLANDS BUSINESS CENTER               INDIANAPOLIS     IN       MOB(1)     0     1       12/04/98       6,475,750
EAGLE HIGHLANDS ACORDIA SENIOR                INDIANAPOLIS     IN       MOB(1)     0     1       12/04/98       2,400,750
EAGLE HIGHLANDS ACORDIA SMALL                 INDIANAPOLIS     IN       MOB(1)     0     1       12/04/98       2,700,750
METHODIST MEDICAL PLAZA I                     INDIANAPOLIS     IN       MOB(1)     0     1       12/04/98       4,500,750
METHODIST MEDICAL PLAZA II                    INDIANAPOLIS     IN       MOB(1)     0     1       12/04/98       6,800,750
METHODIST MEDICAL PLAZA CARMEL                INDIANAPOLIS     IN       MOB(1)     0     1       12/04/98      13,700,750
MOUNTAIN VIEW CHRISTIAN HOME                  HILLSDALE        PA       LTC       89     0       12/23/98       3,293,000
BROOKVIEW MANOR                               INDIANAPOLIS     IN       LTC      144     0       12/23/98       2,400,000
NORTH WILLOW CENTER                           INDIANAPOLIS     IN       LTC      208     0       12/23/98       7,800,000
CONTINENTAL CONVALESCENT CENTER               INDIANAPOLIS     IN       LTC       54     0       12/23/98       2,000,000
CHURCHMAN MANOR                               INDIANAPOLIS     IN       LTC      118     0       12/23/98       2,400,000
GREENBRIAR MANOR                              INDIANAPOLIS     IN       LTC      150     0       12/23/98       6,000,000
BRANDYWINE MANOR                              GREENFIELD       IN       LTC      132     0       12/23/98       3,400,000
ROLLING HILLS CONVALESCENT CENTER             ANDERSON         IN       LTC      166     0       12/23/98       8,000,000
THREE RIVERS CENTER                           FORT WAYNE       IN       LTC      144     0       12/23/98       3,500,000
MAPLEWOOD MANOR                               TERRE HAUTE      IN       LTC      249     0       12/23/98      10,500,000
                                                                                 ----   ---                  ------------
                                                                                1681     13                    125,347,750
                                                                                 ----   ---                  ------------
</TABLE>

- ----------------------------
(1)  The medical office buildings encompass approximately 
     687,000 square feet.


Management believes these acquisitions are consistent with 
HCPI's historical business strategy of acquiring and concurrently
leasing health care facilities. In assessing the facilities, 
HCPI considered the type, location, age, design and physical
condition of the facilities acquired, as well as historical, if
applicable, and projected operating results of the health care
operations conducted at the facilities. Additionally, HCPI
considers the operating ability, financial condition and reputation of
the operators to which the acquired facilities are to be leased. 
HCPI, after reasonable inquiry, is not aware of any material
factors that would cause the financial information reported not to be
necessarily indicative of future operating results, although no
assurance can be given by HCPI regarding actual future
operating results.  HCPI intends to continue the current use of
each property.

Acquisitions of long-term care facilities and of medical office buildings
where the seller has retained a portion of the ownership are to be 
reported under Rule 3-05 of Regulation S-X.  The acquisitions reported
herein are not "significant acquisitions" either individually or in the 
aggregate under that Rule.  Therefore neither audited historical financial
statements nor pro forma financial information concerning these properties
will be required to be provided in Item 7 of a future Report on Form 8-K/A.



<PAGE>

                                   SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


Date: March 8, 1999          HEALTH CARE PROPERTY INVESTORS, INC.
                             (REGISTRANT)


                              /S/ James G. Reynolds
                              -----------------------------
                              James G. Reynolds
                              Executive Vice President and
                              Chief Financial Officer
                              (Principal Financial Officer)



                               /S/ Devasis Ghose
                              -----------------------------
                              Devasis Ghose
                              Senior Vice President-Finance and Treasurer
                              (Principal Accounting Officer)






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