Rule 424(b)(2) Registration No. 333-29485 PRICING SUPPLEMENT DATED APRIL 8, 1999 HEALTH CARE PROPERTY INVESTORS, INC. Medium-Term Notes, Series C This Pricing Supplement accompanies and supplements the Prospectus, dated June 27, 1997, as supplemented by the Prospectus Supplement, dated July 21, 1997. The Notes have the following terms (as applicable): Principal Amount: $10,000,000.00 Agent's Discount or Commission: 1.25% Net Proceeds to Issuer: $9,875,000 Original Issue Price: 100% Original Issue Date: April 19, 1999 Stated Maturity Date: April 19, 2004 Interest Rate Per Annum: 7.00 % 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: [X] Merrill Lynch & Co. [ ] Goldman, Sachs & Co. [ ] NationsBanc Capital Markets, Inc. [ ] _______________________ Agent acting in the capacity as indicated below: [ ] Agent [X] Principal If as Principal: [ ] The Notes are being offered at varying prices related to prevailing market prices at the time of resale. [X] 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 100% 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.