SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549


                                    FORM 10-K/A
                                 AMENDMENT NO. 2

              Annual Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934
                                        
                   For the fiscal year ended December 31, 1997
                          Commission File Number 1-8895
                                        
                      HEALTH CARE PROPERTY INVESTORS, INC.
             (Exact name of registrant as specified in its charter)

          Maryland                         33-0091377
 (State or other jurisdiction of        (I.R.S. Employer
  incorporation of organization)         Identification No.)
                                        
                         4675 MacArthur Court, Suite 900
                        Newport Beach, California  92660
                    (Address of principal executive offices)

                 Registrant's telephone number:  (714) 221-0600
                         ------------------------------


           Securities registered pursuant to Section 12(b) of the Act:


                                                 Name of each exchange
               Title of each class                on which registered
               -------------------              -----------------------
               Common Stock*                    New York Stock Exchange
               7-7/8% Series A Cumulative
                  Redeemable Preferred Stock    New York Stock Exchange


     *The Common Stock has stock purchase rights attached which are registered
pursuant to Section 12(b) of the Act and listed on the New York Stock Exchange.

      Indicate  by check mark whether the registrant (1) has filed  all  reports
required  to be filed by Section 13 or 15(d) of the Securities Exchange  Act  of
1934  during  the  preceding  12 months (or for such  shorter  period  that  the
registrant was required to file such reports) and (2) has been subject  to  such
filing requirements for the past 90 days.  Yes   [X]   No [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [X]

     As of March 19, 1998 there were 30,246,169 shares of Common Stock
outstanding.  The aggregate market value of the shares of Common Stock held by
non-affiliates of the registrant, based on the closing price of these shares on
March 19, 1998 on the New York Stock Exchange, was approximately $1,073,107,000.
Portions of the definitive Proxy Statement for the registrant's 1998 Annual
Meeting of Stockholders have been incorporated by reference into Part III of
this Report.


                                     PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

     a)   Financial Statements:

          1)   Report of Independent Public Accountants

          2)   Financial Statements

     Consolidated Balance Sheets - December 31, 1997 and 1996
     Consolidated Statements of Income - for the years ended
       December 31, 1997, 1996 and 1995
     Consolidated Statements of Stockholders' Equity - for the
       years ended December   31, 1997, 1996 and 1995
     Consolidated Statements of Cash Flows - for the years ended
       December 31, 1997,1996 and 1995
     Notes to Consolidated Financial Statements

     Note - All schedules have been omitted because the required information is
     presented in the financial statements and the related notes or because the
     schedules are not applicable.

     b)   Reports on Form 8-K:

     On December 5, 1997, the Company filed a Report on Form 8-K with the
     Securities and Exchange Commission regarding the acquisition of assets with
     an aggregate purchase price of $103.5 million as required under Rule 3-14
     of Regulation S-X.

     On December 15, 1997, the Company filed a Report on Form 8-K with the
     Securities and Exchange Commission regarding the Purchase Agreement with
     Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith, Inc., BT Alex.
     Brown and EVEREN Securities, Inc., pursuant to which the Company agreed to
     issue and sell up to 1,437,500 shares of the Company's Common Stock.

     c)   Exhibits:

     3.1   Articles of Restatement of the Company./1
     3.2   Amendment and Restated Bylaws of the Company./2
     3.3   Articles Supplementary of the Company Classifying 2,760,000 Shares
           of 7-7/8% Series A Cumulative Redeemable Preferred Stock./3
     4.1   Rights Agreement, dated as of July 5, 1990, between the Company
           and Manufacturers Hanover Trust Company of California, as
           Rights Agent./4
     4.2   Indenture dated as of September 1, 1993 between the Company and
           The Bank of New York, as Trustee, with respect to the Series B
           Medium Term Notes and the Senior Notes due 2006. /5
     4.3   Indenture dated as of April 1, 1989 between the Company and The Bank
           of New York for Debt Securities. /6
     4.4   Form of Fixed Rate Note. /6
     4.5   Form of Floating Rate Note. /6
     
     
     
     4.6   Registration Rights Agreement dated November 21, 1997 between the
           Company and Cambridge Medical Center of San Diego, LLC.
     10.1  Amendment No. 1, dated as of May 30, 1985, to Partnership Agreement
           of Health Care Property Partners, a California general partnership
           ("HCPP"), the general partners of which consist of the Company and
           certain affiliates of Tenet Healthcare Corporation ("Tenet"). /7
     10.2  Amended and Restated Limited Liability Company Agreement dated
           November 21, 1997 of Cambridge Medical Properties, LLC.
     10.3  Health Care Property Investors, Inc. Second Amended and Restated
           Directors Stock Incentive Plan. /8*
     10.4  Health Care Property Investors, Inc. Second Amended and Restated
           Stock Incentive Plan. /8*
     10.5  Health Care Property Investors, Inc. Second Amended and Restated
           Directors Deferred Compensation Plan. /9*
     10.6  Employment Agreement dated April 28, 1988 between the Company and
           Kenneth B. Roath. /10*
     10.7  First Amendment to Employment Agreement dated February 1, 1990
           between the Company and Kenneth B. Roath. /11*
     10.8  Health Care Property Investors, Inc. Executive Retirement Plan. /12*
     10.9  Amendment No. 1 to Health Care Property Investors, Inc. Executive
           Retirement Plan. /13*
     10.10 Revolving Credit Agreement dated as of October 22, 1997 among Health
           Care Property Investors, Inc., the banks named therein and The Bank
           of New York. /14
     10.11 $50,000,000 Revolving Credit Agreement dated as of October 22, 1997
           among Health Care Property Investors, Inc., the banks named therein
           and The Bank of New York. /14
     10.12 Stock Transfer Agency Agreement between Health Care Property
           Investors, Inc. and The Bank of New York dated as of July 1, 1996.
           /15

     21.1  List of Subsidiaries.

     23.1  Consent of Independent Public Accountants.
     
     27.1  Financial Data Schedule.

     27.2  Restated Financial Data Schedules.

1.   This exhibit is incorporated by reference to exhibit 3.1 in the Company's
     Annual Report on Form 10-K for the year ended December 31, 1995.
2.   This exhibit is incorporated by reference to the exhibit numbered 3(ii) in
     the Company's Quarterly Report on Form 10-Q for the period ended June 30,
     1996.
3.   This exhibit is incorporated by reference to the Company's Form 8-A (file
     no. 001-08895) filed with the Commission on September 25, 1997.



4.   This exhibit is incorporated by reference to exhibit 1 to the Company's
     Form 8-A filed with the Commission on July 17, 1990.
5.   This exhibit is incorporated by reference to exhibit 4.1 to the Company's
     Registration Statement on Form S-3 dated September 9, 1993.
6.   These exhibits are incorporated by reference to exhibits 4.1, 4.2 and 4.3,
     respectively, in the Company's Registration Statement on Form S-3 dated
     March 20, 1989.
7.   This exhibit is incorporated by reference to exhibit 10.1 in the Company's
     Annual Report on Form 10-K for the year ended December 31, 1985.
8.   These exhibits are incorporated by reference to exhibits 10.43 and 10.44,
     respectively, in the Company's Quarterly Report on Form 10-Q for the period
     ended March 31, 1997 which are incorporated by reference to the Company's
     Proxy Statement dated March 21, 1997.
9.   This exhibit is incorporated by reference to exhibit number 10.45 filed as
     part of the Company's Quarterly Report on Form 10-Q for the period ended
     September 30, 1997.
10.  This exhibit is incorporated by reference to exhibit 10.27 in the Company's
     Annual Report on Form 10-K for the year ended December 31, 1988.
11.  This exhibit is incorporated by reference to Appendix B of the Company's
     Annual Report on Form 10-K for the year ended December 31, 1990.
12.  This exhibit is incorporated by reference to exhibit 10.28 in the Company's
     Annual Report on Form 10-K for the year ended December 31, 1987.
13.  This exhibit is incorporated by reference to exhibit 10.39 in the Company's
     Annual Report on Form 10-K for the year ended December 31, 1995.
14.  These exhibits are incorporated by reference to exhibit numbers 10.37 and
     10.38, respectively, filed as part of the Company's Quarterly Report on
     Form 10-Q for the period ended September 30, 1997.
15.  This exhibit is incorporated by reference to exhibit 10.40 in the Company's
     Quarterly Report on Form 10-Q for the period ended September 30, 1996.
*    Management Contract or Compensatory Plan or Arrangement.

     For the purposes of complying with the amendments to the rules governing
Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the
undersigned registrant hereby undertakes as follows, which undertaking shall be
incorporated by reference into registrant's Registration Statement on Form S-8
Nos. 33-28483 (filed May 11, 1989):

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of  appropriate jurisdiction the question whether such
indemnification by it is against public policy expressed in the Act and will be
governed by the final adjudication of such issue.


                                   SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Dated: July 22, 1998

                        HEALTH CARE PROPERTY INVESTORS, INC.
                        (Registrant)

                   

                        /s/ James G. Reynolds
                        ----------------------------------
                        James G. Reynolds
                        Executive Vice President and
                        Chief Financial Officer
                        (Principal Financial Officer)

 

                        /s/ Devasis Ghose
                        ---------------------------------
                        Devasis Ghose
                        Senior Vice President-Finance
                        and Treasurer
                        (Principal Accounting Officer)