1

                                                                   EXHIBIT 10.17

                               SECOND AMENDMENT TO
                    THE HEALTH CARE PROPERTY INVESTORS, INC.
                           SECOND AMENDED AND RESTATED
                         DIRECTORS STOCK INCENTIVE PLAN


        Health Care Property Investors, Inc., a Maryland corporation (the
"Company"), had adopted by written consent the Second Amended and Restated
Directors Stock Incentive Plan (the "Plan"), effective as of April 23, 1997.

        In order to amend the Plan to reflect certain changes with respect to
the grant of incentive awards to current Directors, this Amendment to the Plan
has been adopted by a written consent of the Board of Directors of the Company,
effective as of January 4, 2000.

        1. Section 2(g) and (p) of the Plan shall be amended and restated in its
entirety as follows:

                "(g) "Date of Grant" means with respect to the Special Option,
January 4, 2000 and with respect to any other Incentive Award, the last Thursday
of April of each year (beginning April 28, 1997).

                (p) "Option" means a stock option that does not satisfy the
requirements of Section 422 of the Internal Revenue Code and shall include a
Special Option, as defined in Section 5(b)(1)."

        2. Section 5 of the Plan shall be amended and restated in its entirety
as follows:

        "5. Eligibility.

                (a) Only non-employee Directors shall be eligible to participate
in the Plan.

                (b)     (1) Each Director who is serving in such capacity as of
January 4, 2000 (a "Year 2000 Director") shall be granted on January 4, 2000 an
Option to acquire 21,000 shares of Common Stock (the "Special Option").

                        (2) Prior to the termination of the Plan, for each of
year 2000, 2001 and 2002, each Year 2000 Director who is serving in such
capacity on the applicable Date of Grant shall be granted on such Date of Grant:

                                (A) 400 shares of Restricted Stock; and



   2

                                (B) if in the preceding calendar year the Total
Return for the Company exceeds by three percentage points the NAREIT Total
Return, an Option to acquire an additional 3,000 shares of Common Stock.

                        (3) Prior to the termination of the Plan, on each Date
of Grant beginning in 2003 and thereafter, each Year 2000 Director who is
serving in such capacity on each Date of Grant shall be granted on each Date of
Grant beginning in 2003:

                                (A) an Option to acquire 7,000 shares of Common
Stock;

                                (B) 400 shares of Restricted Stock; and

                                (C) if in the preceding calendar year the Total
Return for the Company exceeds by three percentage points the NAREIT Total
Return, an Option to acquire an additional 3,000 shares of Common Stock.

                (c) Prior to the termination of the Plan, each Director, other
than a Year 2000 Director, who is serving in such capacity on each Date of Grant
shall be granted on each Date of Grant:

                        (1) an Option to acquire 7,000 shares of Common Stock;

                        (2) 400 shares of Restricted Stock; and

                        (3) if in the preceding calendar year the Total Return
for the Company exceeds by three percentage points the NAREIT Total Return, an
Option to acquire an additional 3,000 shares of Common Stock.

        3. Section 6(b) of the Plan shall be amended and restated in its
entirety as follows:

                "(b) The Special Option granted under the Plan shall be
exercisable in the following cumulative installments: (i) the Special Option
with respect to 7,000 shares of Common Stock shall be exercisable by any Year
2000 Director on the last Thursday of April, 2001 so long as such Year 2000
Director is a member of the Board on the last Thursday of April, 2000, (ii) the
Special Option with respect to 7,000 shares of Common Stock shall be exercisable
by any Year 2000 Director on the last Thursday of April, 2002 so long as such
Year 2000 Director is a member of the Board on the last Thursday of April, 2001,
and (iii) the Special Option with respect to 7,000 shares of Common Stock shall
be exercisable by any Year 2000 Director on the last Thursday of April, 2003 so
long as such Year 2000 Director is a member of the Board on the last Thursday of
April, 2002. Each Option granted under the Plan, other than a Special


   3

Option, may not be exercised for a period of one year after the Date of Grant.
After an Option, other than a Special Option, becomes exercisable, such Option
may be exercised with respect to all shares of Common Stock covered thereby
during its term as provided hereunder."