Exhibit 10.39

AMENDMENT TO THE 
HEALTH CARE PROPERTY INVESTORS, INC.
EXECUTIVE RETIREMENT PLAN


          Health Care Property Investors, Inc., a corporation organized
under the laws of the State of Maryland, adopted the Health Care Property
Investors, Inc. Executive Retirement Plan (the "Plan") effective as of May 1,
1988.

          This Amendment to the Plan has been adopted by a resolution of
the Compensation Committee of the Board of Directors of Health Care Property
Investors, Inc. effective as of January 1, 1993.

          1.   Section 1.3 of the Plan is hereby amended to read in
its entirety as follows:

               1.3  "Basic Plan Benefit" means the amount
               ---
     of benefit payable from the Basic Plan to a Participant in the form of
     a straight life annuity.  If the Basic Plan includes a defined
     contribution plan, the lump sum value will be converted to a straight
     life annuity based on actuarial factors selected by the Committee.  If
     the Basic Plan provides for employee contributions or employer
     contributions which are attributable to an employee's deferral of
     compensation (other than employer matching contributions), such as
     under a cash or deferred arrangement under Section 401(k) of the
     Internal Revenue Code of 1986, the Basic Plan Benefit shall not include
     benefits which are attributable to such contributions and any earnings
     thereon.  In addition, the Basic Plan Benefit shall not include
     benefits that are attributable to the employer discretionary
     contributions and any earnings thereon.

          2.   Section 1.7 of the Plan is hereby amended to read in
its entirety as follows:

               1.7  "Earnings" means total annual cash
               ---
     compensation, including base salary, annual incentives awards, and
     deferred compensation.  In addition, "Earnings" shall include employer
     discretionary contributions under the Basic Plan.  Specifically
     excluded from "Earnings" shall be the value of stock grants (and
     dividends therefrom), stock options and automobile allowances.

          3.   Section 1.9 of the Plan is hereby amended to read in
its entirety as follows:

               1.9  "Other Retirement Income" means the
               ---
     sum of retirement income payable to a Participant from the Basic Plan
     Benefit and Social Security Benefit.