<PAGE> 1
Rule 424(b)(2)
Registration No. 333-57163
PRICING SUPPLEMENT DATED FEBRUARY 23, 2000
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: .450%
Net Proceeds to Issuer: $24,864,500
Original Issue Price: 99.908%
Original Issue Date: February 28, 2000
Stated Maturity Date: March 1, 2004
Interest Rate Per Annum: 9.0%
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.
[ ] Goldman, Sachs & Co.
[ ] NationsBanc Capital Markets, Inc.
[ ] BNY Capital Markets, Inc.
[X] Donaldson, Lufkin & Jenrette
Securities Corporation
Agent acting in the capacity as indicated below:
[X] Agent [ ] Principal
If as Principal:
[ ] The Notes are being offered at varying prices related to prevailing
market prices at the time of resale.
<PAGE> 2
[ ] 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 99.908% 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.
