Exhibit 3.5


            AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED BYLAWS OF
                      HEALTH CARE PROPERTY INVESTORS, INC.

          The following sets forth a third amendment to the Second Amended and
Restated Bylaws (the "Bylaws") of Health Care Property Investors, Inc., a
Maryland corporation, which amendment shall be effective as of October 7, 2002.

          1.   The first sentence of Article III, Section 1 of the Bylaws shall
be deleted and replaced with the following sentence:

          "The number of directors shall be eight (8) until changed by amendment
          to this Section of the Bylaws duly adopted by the Board of Directors
          or stockholders."