Rule 424(b)(2)
Registration No. 333-57163
PRICING SUPPLEMENT DATED MARCH 30, 1999
HEALTH CARE PROPERTY INVESTORS, INC.
Medium-Term Notes, Series D
This Pricing Supplement accompanies and supplements the Prospectus, dated
August 27, 1998, as supplemented by the Prospectus Supplement, dated August
27, 1998.
The Notes have the following terms (as applicable):
Principal Amount: $25,000,000
Agent's Discount or Commission: .50%
Net Proceeds to Issuer: $24,875,000
Original Issue Price: 100%
Original Issue Date: April 5, 1999
Stated Maturity Date: April 5, 2004
Interest Rate Per Annum: 7.48%
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: [ ] Merrill Lynch & Co.
[X] Goldman, Sachs & Co.
[ ] NationsBanc Capital Markets, Inc.
[ ] _______________________
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.
