FIRST AMENDMENT TO THE
                          HEALTH CARE PROPERTY INVESTORS, INC.
                               SECOND AMENDED AND RESTATED
                          DIRECTOR DEFERRED COMPENSATION PLAN


       Health  Care  Property  Investors,  Inc.,  a  Maryland  corporation  (the
"Company"),  has  adopted  by written consent the Second  Amended  and  Restated
Director Deferred Compensation Plan (the "Plan") effective as of the termination
of the Retirement Plan for Outside Directors (the "Retirement Plan").

      In  order  to amend the Plan to reflect certain changes in the events  and
duration  of  distribution  of  the retirement benefits  accumulated  under  the
Retirement  Plan,  this  Amendment to the Plan has been  adopted  by  a  written
consent  of  the  Board  of  Directors of  the  Company,  effective  as  of  the
termination of the Retirement Plan.

      1.   Section 5(a)(ii) of the Plan is amended to read, in its entirety,  as
follows:

               (ii)     Retirement from the Board; or

      2.  The first paragraph of Section 7(a) of the Plan is amended to read, in
its entirety, as follows:

                 (a)      INTEREST  RATE  ACCOUNT:   Amounts  credited  to   the
Retirement  Benefits Interest Rate Account, together with accumulated  interest,
will  be  distributed  to the Participant in a lump sum  or  in  any  number  of
approximately  equal annual installments, in either case as set  forth  in  such
Participant's election in the form set forth as Exhibit A-2 hereof.  In the case
of  distributions  to be made in installments, the amount of  each  distribution
payment  shall be equal to the balance in such Interest Rate Account  of  as  of
such  payment date multiplied by a fraction, the numerator of which is one,  and
the  denominator of which is the number of installments yet to be  paid  to  the
Participant.

      3.  The first paragraph of Section 7(b) of the Plan is amended to read, in
its entirety, as follows:

                (b)      STOCK  CREDIT ACCOUNT:  Distribution of a Participant's
Retirement  Benefits  Stock  Credit  Account  shall  be  made  in  cash  to  the
Participant  in  a  lump  sum  or in any number of  approximately  equal  annual
installments, in either case as set forth in such Participant's election in  the
form  set forth as Exhibit A-2 hereof.  In the case of distributions to be  made
in  installments,  the amount of each distribution payment  shall  be  the  cash
equivalent equal to the Average Closing Price as of such payment date multiplied
by  the number of credited units to be distributed for such payment.  The number
of credited units to be distributed shall equal the credited unit balance of the
Participant's Retirement Benefits Stock Credit Account multiplied by a fraction,
the  numerator  of which is one, and the denominator of which is the  number  of
installments yet to be paid to the Participant.

      4.  The first paragraph of Exhibit A-2 of the Plan is amended to read,  in
its entirety, as follows:

      Pursuant to the terms of the Second Amended and Restated Director Deferred
Compensation  Plan  (the "Plan") of Health Care Property  Investors,  Inc.  (the
"Company") adopted by unanimous written consent of the Board of Directors as  of
March  11,  1997,  I hereby consent to (1) the valuation of my accrued  benefits
under  the  Company's  Retirement Plan for Outside  Directors  (the  "Retirement
Plan")  as  set forth beside my name on Attachment I attached hereto,  and  (2),
effective  upon  the stockholders' approval of the amendments to  the  Company's
Amended  and Restated Directors Stock Incentive Plan proposed in the  proxy  for
the  annual meeting of April 23, 1997, the transfer of my accrued benefits under
the  Retirement Plan to my Retirement Benefits Accounts under the Plan  and  the
amendments to the Amended and Restated Director Deferred Compensation  Plan,  as
memorialized in the Plan.

      5.  Exhibit A-2 of the Plan is amended to add a paragraph after the second
full paragraph that shall read as follows:

     I hereby specify that my accrued benefits under the Retirement Plan be paid
in  ___  a lump sum or ___ (check the box or enter a number) annual installments
in connection with Sections 5 and 7 of the Plan.