SECOND 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 as amended by that First Amendment  to  the
Second Amended and Restated Director Deferred Compensation Plan (the "Plan").

      In order to amend the Plan to provide for more level payouts and to change
the  frequency for which elections to transfer amounts between the interest rate
account  and  the dividend account can be made, this Amendment to the  Plan  has
been adopted by the Board of Directors of the Company as of July 17, 1997.

      1.   Sections 3(f)(ii) and (iii) of the Plan are amended to read, in their
entirety, as follows:

                (ii)      Participants may at any time, but not more often  than
once  during  any  six (6) month period, file with the Company  an  election  to
reallocate all or any portion of amounts credited to Plan Accounts from Interest
Rate  Accounts to Stock Credit Accounts or vice versa.  Such reallocation  shall
be made by the delivery to the Company by the Participant of a written election,
substantially  in the form of Exhibit A-3 attached, executed by the  Participant
which shall become effective (1) only upon the approval of the Committee in  its
sole  discretion  and  (2) as of the first day of the fiscal  quarter  beginning
immediately following the date on which the Committee approves such election  or
the beginning of such later fiscal quarter as may be designated in the notice.

                (iii)     Participants may at any time, but not more often  than
once  during any six (6) month period, by written notice filed with the  Company
change the account to which future deferrals shall be credited.  Any such change
shall  become  effective  on  the  first day of  the  fiscal  quarter  beginning
immediately following the date on which the Company receives such notice, or  at
the beginning of any later fiscal quarter as may be designated in such notice.

      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 quarterly 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  calculated  to  produce,  utilizing  reasonable  assumptions
concerning  applicable  interest rates and to the  extent  reasonably  possible,
equal payments over the distribution period.

      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  quarterly
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 be calculated to produce,  utilizing
reasonable  assumptions concerning stock price and dividend  rates  and  to  the
extent reasonably possible, equal credited units over the distribution period.