<PAGE>

As filed with the Securities and Exchange Commission on February 1, 2001
                                                   Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                              __________________
                                   FORM S-8
                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933
                              __________________
                     HEALTH CARE PROPERTY INVESTORS, INC.
            (Exact Name of Registrant as Specified in its Charter)

            Maryland                                             33-0091377
  (State or Other Jurisdiction                                (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

                        4675 MacArthur Court, 9th Floor
                       Newport Beach, California  92660
                                (949) 221-0600
             (Address, Including Zip Code and Telephone Number of
                   Registrant's Principal Executive Offices)
                              __________________

                         Amended Stock Incentive Plan
               Second Amended and Restated Stock Incentive Plan
          Second Amended and Restated Directors Stock Incentive Plan
                           (Full Title of the Plan)
                              __________________
                               Edward J. Henning
        Senior Vice President, General Counsel and Corporate Secretary
                     Health Care Property Investors, Inc.
                        4675 MacArthur Court, 9th Floor
                                (949) 221-0600
(Name, Address, Including Zip Code, and Telephone Number of Agent for Service)
                              __________________
                                   Copy to:
                             Pamela B. Kelly, Esq.
                               Latham & Watkins
                       633 West Fifth Street, Suite 4000
                        Los Angeles, California  90071
                                (213) 485-1234

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                                                 Proposed               Proposed
                                            Amount                Maximum               Maximum              Amount of
Title of                                     to be            Offering Price           Aggregate           Registration
Securities to be Registered             Registered (1)         Per Share (2)       Offering Price (3)           Fee
--------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                    <C>                  <C>                     <C>
Common Stock,                              3,056,892             $28.5046             $87,135,483.70             $21,784
$1.00 par value
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Pursuant to Rule 416, this Registration Statement shall also cover a
     presently indeterminate number  additional shares of the Registrant's
     Common Stock  that may become issuable as a result of anti-dilution
     adjustments deemed necessary or equitable by the Board of Directors of the
     Registrant upon stock splits, stock dividends or other similar changes in
     capitalization.

(2)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457 under the Securities Act of 1933, as amended (the
     "Act").  The offering price per share and the aggregate offering price are
     based upon the weighted average exercise price for outstanding options
     under the plans.

(3)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457 under the Act.
================================================================================
<PAGE>

                                    PART I


Item 1.  Plan Information

         Not required to be filed with this Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual Information

         Not required to be filed with this Registration Statement.

                                    PART II

Item 3.  Incorporation of Documents by Reference

         The Registrant hereby incorporates by reference the following documents
in this Registration Statement:

         (a) The Registrant's Annual Report on Form 10-K for the year ended
             December 31, 1999, filed on March 30, 2000.

         (b) (i)   The Registrant's Quarterly Report on Form 10-Q for the
             quarter ended March 31, 2000, filed on May 11, 2000.

             (ii)  The Registrant's Quarterly Report on Form 10-Q for the
             quarter ended June 30, 2000, filed on August 9, 2000.

             (iii) The Registrant's Quarterly Report on Form 10-Q for the
             quarter ended September 30, 2000, filed November 13, 2000.

             (iv)  The Registrant's Current Report on Form 8-K filed on July 28,
             2000.

         (c) The description of our Common Stock contained in our Registration
             Statement on Form 10 dated May 7, 1985, including amendments dated
             May 20, 1985, May 23, 1985, and July 17, 1985.

         The Registrant also incorporates by reference all documents filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this
Registration Statement but prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, which documents will become a part of this
Registration Statement from the date of filing such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

         Item 4.  Description of Securities

                                       2
<PAGE>

     The Registrant's Common Stock is registered pursuant to Section 12 of the
     Exchange Act and, therefore, the description of securities is omitted.

     Item 5.  Interests of Named Experts and Counsel

     Not Applicable.

     Item 6.  Indemnification of Directors and Officers

     Our charter (the "Charter") limits the liability of our directors and
officers to us and our stockholders to the fullest extent permitted by the laws
of the State of Maryland. The Maryland General Corporation Law presently permits
the liability of directors and officers to a corporation or its stockholders for
money damages to be limited, except (i) to the extent that it is proved that the
director or officer actually received an improper benefit or profit or (ii) if
the judgment or other final adjudication is entered in a proceeding based on a
finding that the directors or officers action, or failure to act, was a result
of active or deliberate dishonesty and was material to the cause of action
adjudicated in the proceeding. The provisions of the Charter do not limit our
ability or that of our stockholders to obtain other relief, such as injunction
or rescission.

     Article X of our Second Amended and Restated Bylaws (the "Bylaws") provides
that we shall indemnify and hold harmless, in the manner and to the fullest
extent permitted by law, any person who is or was a party to, or is threatened
to be made a party to, any threatened, pending or completed action, suit or
proceeding, whether or not by or in our right, and whether civil, criminal,
administrative, investigative or otherwise, by reason of the fact that such
person is or was our director or officer, or, as our director or officer, is or
was serving at our request as a director, officer, trustee, partner, member,
agent or employee of another corporation, partnership, limited liability
company, association, joint venture, trust, benefit plan or other enterprise. To
the fullest extent permitted by law, such indemnification shall include expenses
(including attorneys' fees), judgment, fines and amounts paid in settlement and
any such expenses may be paid by us in advance of the final disposition of such
action, suit or proceeding. However, a Maryland corporation may not indemnify
for an adverse judgment in a suit by or in the right of the corporation. In
addition, the Maryland General Corporation Law requires a corporation, as a
condition to advancing expenses, to obtain (a) a written affirmation by the
director or officer of his good faith belief that he has met the standard of
conduct necessary for indemnification by such corporation as authorized by the
Bylaws and (b) a written statement by or on his behalf to repay the amount paid
or reimbursed by us if it shall ultimately be determined that the standard of
conduct was not met.

     Article X of the Bylaws further provides that we may, with the approval of
our board, provide such indemnification and advancement of expenses as set forth
in the above paragraph to our agents and employees.

     Section 2-418 of the Maryland General Corporation Law requires a
corporation, unless its charter provides otherwise, which the Charter does not,
to indemnify a director or officer who has been successful, on the merits or
otherwise, in the defense of any proceeding to which he is made a party by
reason of his service in that capacity. Section 2-418 of the Maryland General
Corporation Law generally permits indemnification of any director or officer
made a party to any proceedings by reason of service as a director or officer
unless it is established that (i) the act or omission of such person was
material to the matter giving rise to the proceeding and was committed in bad
faith or was the result of active and deliberate dishonesty; or (ii) such person
actually received an improper personal benefit in money, property or services;
or (iii) in the

                                       3
<PAGE>

case of any criminal proceeding, such person had reasonable cause to believe
that the act or omission was unlawful. The indemnity may include judgments,
penalties, fines, settlements and reasonable expenses actually incurred by the
director or officer in connection with the proceeding; provided, however, that
if the proceeding is one by, or in the right of the corporation, indemnification
is not permitted with respect to any proceeding in which the director or officer
has been adjudged to be liable to the corporation. In addition, a director or
officer may not be indemnified with respect to any proceeding charging improper
personal benefit to the director or officer adjudged to be liable on the basis
that personal benefit was improperly received. The termination of any proceeding
by conviction or upon a plea of nolo contendere or its equivalent or an entry of
an order of probation prior to judgment creates a rebuttable presumption that
the director or officer did not meet the requisite standard of conduct required
for permitted indemnification. The termination of any proceeding by judgment,
order or settlement, however, does not create a presumption that the director or
officer failed to meet the requisite standard of conduct for permitted
indemnification.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

 4.1     Amended Stock Incentive Plan (incorporated by reference to the
         Registrant's definitive Proxy Statement dated April 21, 1994).

 4.2     Second Amended and Restated Stock Incentive Plan (incorporated by
         reference to the Registrant's definitive Proxy Statement dated April
         23, 1997).

 4.3     Second Amended and Restated Directors Stock Incentive Plan
         (incorporated by reference to the Registrant's definitive Proxy
         Statement dated April 23, 1997).

 5.1+    Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding the
         validity of the Common Stock being registered.

23.1+    Consent of Arthur Andersen LLP.

23.2+    Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in
         Exhibit 5.1).

24.1+    Power of Attorney (included on the signature page of this registration
         statement).
_________
+ Filed herewith.

Item 9.  Undertakings

          The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which it offers or sells securities,
a post-effective amendment to this registration statement:

              (i) To include any prospectus required by Section 10(a)(3) of the
     Securities Act;

                                       4
<PAGE>

             (ii) To reflect in the prospectus any facts or events which,
     individually or in the aggregate, represent a fundamental change in the
     information set forth in the registration statement. Notwithstanding the
     foregoing, any increase or decrease in volume of securities offered (if the
     total dollar value of securities offered would not exceed that which was
     registered) and any deviation from the low or high end of the estimated
     maximum offering range may be reflected in the form of prospectus filed
     with the Securities and Exchange Commission (the "Commission") pursuant to
     Rule 424(b) if, in the aggregate, the changes in volume and price represent
     no more than 20% change in the maximum aggregate offering price set forth
     in the "Calculation of Registration Fee" table in the effective
     registration statement;

            (iii)  To include any material information with respect to the
     plan of distribution not previously disclosed in the registration statement
     or any material change to such information in the registration statement;

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Sections 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission such indemnification is
against public policy as expressed in the Securities Act 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 as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                       5
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Newport Beach and State
of California, on the 31st day of December, 2000.

                                    HEALTH CARE PROPERTY INVESTORS, INC.



                                    By:  /s/ KENNETH B. ROATH
                                         -------------------------------------
                                         Kenneth B. Roath, Chairman, President
                                         and Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that, the undersigned directors and officers
of Health Care Property Investors, Inc., a Maryland corporation (the
"Corporation"), hereby constitute and appoint Kenneth B. Roath, James G.
Reynolds and Edward J. Henning, and each of them, each with full power of
substitution and resubstitution, their true and lawful attorneys and agents to
sign the names of the undersigned directors and officers in the capacities
indicated below to the registration statement to which this Power of Attorney is
filed as an exhibit, including to sign and file in the name and on behalf of the
undersigned as director or officer of the Corporation (i) any and all amendments
or supplements (including any and all stickers and post-effective amendments) to
the registration statement, with all exhibits thereto, and other documents in
connection therewith, and (ii) any and all additional registration statements,
and any and all amendments thereto, relating to the same offering of securities
as those that are covered by the registration statement that are filed pursuant
to Rule 462(b) under the Securities Act of 1933, with the Securities and
Exchange Commission and any applicable securities exchange or securities self-
regulatory body; and each of the undersigned hereby ratifies and confirms all
that said attorneys, agents, or any of them, shall do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
            Signature                                 Title                                  Date
            ---------                                 -----                                  ----
<S>                                     <C>                                           <C>

/s/ KENNETH B. ROATH                    Chairman, President, Chief Executive          December 31, 2000
--------------------------------------  Officer and Director (Principal Executive
   Kenneth B. Roath                     Officer)

/s/ JAMES G. REYNOLDS                   Chief Financial Officer (Principal            December 31, 2000
--------------------------------------  Financial Officer)
  James G. Reynolds

/s/ DEVASIS GHOSE                       Senior Vice President and Treasurer           December 31, 2000
--------------------------------------  (Principal Accounting Officer)
  Devasis Ghose

/s/ PAUL V. COLONY                      Director                                      December 31, 2000
--------------------------------------
  Paul V. Colony
</TABLE>

                                      S-1
<PAGE>

<TABLE>
<CAPTION>

            Signature                                 Title                                  Date
            ---------                                 -----                                  ----
<S>                                    <C>                                           <C>
/s/ ROBERT R. FANNING, JR.              Director                                      December 31, 2000
--------------------------------------
  Robert R. Fanning, Jr.


/s/ MICHAEL D. McKEE                    Director                                      December 31, 2000
--------------------------------------
  Michael D. McKee

/s/ ORVILLE E. MELBY                    Director                                      December 31, 2000
--------------------------------------
  Orville E. Melby

/s/ HAROLD M. MESSMER, JR.              Director                                      December 31, 2000
--------------------------------------
  Harold M. Messmer, Jr.

/s/ PETER L. RHEIN                      Director                                      December 31, 2000
--------------------------------------
  Peter L. Rhein
</TABLE>

                                      S-2
<PAGE>

                               INDEX TO EXHIBITS

 4.1    Amended Stock Incentive Plan (incorporated by reference to the
        Registrant's definitive Proxy Statement dated April 21, 1994).

 4.2    Second Amended and Restated Stock Incentive Plan (incorporated by
        reference to the Registrant's definitive Proxy Statement dated April 23,
        1997).

 4.3    Second Amended and Restated Directors Stock Incentive Plan (incorporated
        by reference to the Registrant's definitive Proxy Statement dated
        April 23, 1997).

 5.1+   Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding the validity
        of the Common Stock being registered.

23.1+   Consent of Arthur Andersen LLP.

23.2+   Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit
        5.1).

24.1+   Power of Attorney (included on the signature page of this registration
        statement).

_________
+     Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 23031}]
{"company-data": {"conformed-name": "HEALTH CARE PROPERTY INVESTORS INC", "cik": "0000765880", "assigned-sic": "6798", "irs-number": "330091377", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54786", "film-number": "1521780"}, "business-address": {"street1": "4675 MACARTHUR COURT 9TH FL", "street2": "SUITE 900", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660", "phone": "9492210600"}, "mail-address": {"street1": "4675 MACARTHUR COURT", "street2": "SUITE 900", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660"}}
As filed with the Securities and Exchange Commission on February 1, 2001
                                                   Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                              __________________
                                   FORM S-8
                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933
                              __________________
                     HEALTH CARE PROPERTY INVESTORS, INC.
            (Exact Name of Registrant as Specified in its Charter)

            Maryland                                             33-0091377
  (State or Other Jurisdiction                                (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

                        4675 MacArthur Court, 9th Floor
                       Newport Beach, California  92660
                                (949) 221-0600
             (Address, Including Zip Code and Telephone Number of
                   Registrant's Principal Executive Offices)
                              __________________

                         Amended Stock Incentive Plan
               Second Amended and Restated Stock Incentive Plan
          Second Amended and Restated Directors Stock Incentive Plan
                           (Full Title of the Plan)
                              __________________
                               Edward J. Henning
        Senior Vice President, General Counsel and Corporate Secretary
                     Health Care Property Investors, Inc.
                        4675 MacArthur Court, 9th Floor
                                (949) 221-0600
(Name, Address, Including Zip Code, and Telephone Number of Agent for Service)
                              __________________
                                   Copy to:
                             Pamela B. Kelly, Esq.
                               Latham & Watkins
                       633 West Fifth Street, Suite 4000
                        Los Angeles, California  90071
                                (213) 485-1234

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------
                                                                 Proposed               Proposed
                                            Amount                Maximum               Maximum              Amount of
Title of                                     to be            Offering Price           Aggregate           Registration
Securities to be Registered             Registered (1)         Per Share (2)       Offering Price (3)           Fee
--------------------------------------------------------------------------------------------------------------------------
Common Stock,                              3,056,892             $28.5046             $87,135,483.70             $21,784
$1.00 par value
--------------------------------------------------------------------------------------------------------------------------
(1)  Pursuant to Rule 416, this Registration Statement shall also cover a
     presently indeterminate number  additional shares of the Registrant's
     Common Stock  that may become issuable as a result of anti-dilution
     adjustments deemed necessary or equitable by the Board of Directors of the
     Registrant upon stock splits, stock dividends or other similar changes in
     capitalization.

(2)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457 under the Securities Act of 1933, as amended (the
     "Act").  The offering price per share and the aggregate offering price are
     based upon the weighted average exercise price for outstanding options
     under the plans.

(3)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457 under the Act.
================================================================================
PART I

Item 1.  Plan Information

         Not required to be filed with this Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual Information

         Not required to be filed with this Registration Statement.

                                    PART II

Item 3.  Incorporation of Documents by Reference

         The Registrant hereby incorporates by reference the following documents
in this Registration Statement:

         (a) The Registrant's Annual Report on Form 10-K for the year ended
             December 31, 1999, filed on March 30, 2000.

         (b) (i)   The Registrant's Quarterly Report on Form 10-Q for the
             quarter ended March 31, 2000, filed on May 11, 2000.

             (ii)  The Registrant's Quarterly Report on Form 10-Q for the
             quarter ended June 30, 2000, filed on August 9, 2000.

             (iii) The Registrant's Quarterly Report on Form 10-Q for the
             quarter ended September 30, 2000, filed November 13, 2000.

             (iv)  The Registrant's Current Report on Form 8-K filed on July 28,
             2000.

         (c) The description of our Common Stock contained in our Registration
             Statement on Form 10 dated May 7, 1985, including amendments dated
             May 20, 1985, May 23, 1985, and July 17, 1985.

         The Registrant also incorporates by reference all documents filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this
Registration Statement but prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, which documents will become a part of this
Registration Statement from the date of filing such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

         Item 4.  Description of Securities

                                       2
The Registrant's Common Stock is registered pursuant to Section 12 of the
     Exchange Act and, therefore, the description of securities is omitted.

     Item 5.  Interests of Named Experts and Counsel

     Not Applicable.

     Item 6.  Indemnification of Directors and Officers

     Our charter (the "Charter") limits the liability of our directors and
officers to us and our stockholders to the fullest extent permitted by the laws
of the State of Maryland. The Maryland General Corporation Law presently permits
the liability of directors and officers to a corporation or its stockholders for
money damages to be limited, except (i) to the extent that it is proved that the
director or officer actually received an improper benefit or profit or (ii) if
the judgment or other final adjudication is entered in a proceeding based on a
finding that the directors or officers action, or failure to act, was a result
of active or deliberate dishonesty and was material to the cause of action
adjudicated in the proceeding. The provisions of the Charter do not limit our
ability or that of our stockholders to obtain other relief, such as injunction
or rescission.

     Article X of our Second Amended and Restated Bylaws (the "Bylaws") provides
that we shall indemnify and hold harmless, in the manner and to the fullest
extent permitted by law, any person who is or was a party to, or is threatened
to be made a party to, any threatened, pending or completed action, suit or
proceeding, whether or not by or in our right, and whether civil, criminal,
administrative, investigative or otherwise, by reason of the fact that such
person is or was our director or officer, or, as our director or officer, is or
was serving at our request as a director, officer, trustee, partner, member,
agent or employee of another corporation, partnership, limited liability
company, association, joint venture, trust, benefit plan or other enterprise. To
the fullest extent permitted by law, such indemnification shall include expenses
(including attorneys' fees), judgment, fines and amounts paid in settlement and
any such expenses may be paid by us in advance of the final disposition of such
action, suit or proceeding. However, a Maryland corporation may not indemnify
for an adverse judgment in a suit by or in the right of the corporation. In
addition, the Maryland General Corporation Law requires a corporation, as a
condition to advancing expenses, to obtain (a) a written affirmation by the
director or officer of his good faith belief that he has met the standard of
conduct necessary for indemnification by such corporation as authorized by the
Bylaws and (b) a written statement by or on his behalf to repay the amount paid
or reimbursed by us if it shall ultimately be determined that the standard of
conduct was not met.

     Article X of the Bylaws further provides that we may, with the approval of
our board, provide such indemnification and advancement of expenses as set forth
in the above paragraph to our agents and employees.

     Section 2-418 of the Maryland General Corporation Law requires a
corporation, unless its charter provides otherwise, which the Charter does not,
to indemnify a director or officer who has been successful, on the merits or
otherwise, in the defense of any proceeding to which he is made a party by
reason of his service in that capacity. Section 2-418 of the Maryland General
Corporation Law generally permits indemnification of any director or officer
made a party to any proceedings by reason of service as a director or officer
unless it is established that (i) the act or omission of such person was
material to the matter giving rise to the proceeding and was committed in bad
faith or was the result of active and deliberate dishonesty; or (ii) such person
actually received an improper personal benefit in money, property or services;
or (iii) in the

                                       3
case of any criminal proceeding, such person had reasonable cause to believe
that the act or omission was unlawful. The indemnity may include judgments,
penalties, fines, settlements and reasonable expenses actually incurred by the
director or officer in connection with the proceeding; provided, however, that
if the proceeding is one by, or in the right of the corporation, indemnification
is not permitted with respect to any proceeding in which the director or officer
has been adjudged to be liable to the corporation. In addition, a director or
officer may not be indemnified with respect to any proceeding charging improper
personal benefit to the director or officer adjudged to be liable on the basis
that personal benefit was improperly received. The termination of any proceeding
by conviction or upon a plea of nolo contendere or its equivalent or an entry of
an order of probation prior to judgment creates a rebuttable presumption that
the director or officer did not meet the requisite standard of conduct required
for permitted indemnification. The termination of any proceeding by judgment,
order or settlement, however, does not create a presumption that the director or
officer failed to meet the requisite standard of conduct for permitted
indemnification.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

 4.1     Amended Stock Incentive Plan (incorporated by reference to the
         Registrant's definitive Proxy Statement dated April 21, 1994).

 4.2     Second Amended and Restated Stock Incentive Plan (incorporated by
         reference to the Registrant's definitive Proxy Statement dated April
         23, 1997).

 4.3     Second Amended and Restated Directors Stock Incentive Plan
         (incorporated by reference to the Registrant's definitive Proxy
         Statement dated April 23, 1997).

 5.1+    Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding the
         validity of the Common Stock being registered.

23.1+    Consent of Arthur Andersen LLP.

23.2+    Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in
         Exhibit 5.1).

24.1+    Power of Attorney (included on the signature page of this registration
         statement).
_________
+ Filed herewith.

Item 9.  Undertakings

          The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which it offers or sells securities,
a post-effective amendment to this registration statement:

              (i) To include any prospectus required by Section 10(a)(3) of the
     Securities Act;

                                       4
(ii) To reflect in the prospectus any facts or events which,
     individually or in the aggregate, represent a fundamental change in the
     information set forth in the registration statement. Notwithstanding the
     foregoing, any increase or decrease in volume of securities offered (if the
     total dollar value of securities offered would not exceed that which was
     registered) and any deviation from the low or high end of the estimated
     maximum offering range may be reflected in the form of prospectus filed
     with the Securities and Exchange Commission (the "Commission") pursuant to
     Rule 424(b) if, in the aggregate, the changes in volume and price represent
     no more than 20% change in the maximum aggregate offering price set forth
     in the "Calculation of Registration Fee" table in the effective
     registration statement;

            (iii)  To include any material information with respect to the
     plan of distribution not previously disclosed in the registration statement
     or any material change to such information in the registration statement;

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Sections 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission such indemnification is
against public policy as expressed in the Securities Act 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 as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Newport Beach and State
of California, on the 31st day of December, 2000.

                                    HEALTH CARE PROPERTY INVESTORS, INC.

                                    By:  /s/ KENNETH B. ROATH
                                         -------------------------------------
                                         Kenneth B. Roath, Chairman, President
                                         and Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that, the undersigned directors and officers
of Health Care Property Investors, Inc., a Maryland corporation (the
"Corporation"), hereby constitute and appoint Kenneth B. Roath, James G.
Reynolds and Edward J. Henning, and each of them, each with full power of
substitution and resubstitution, their true and lawful attorneys and agents to
sign the names of the undersigned directors and officers in the capacities
indicated below to the registration statement to which this Power of Attorney is
filed as an exhibit, including to sign and file in the name and on behalf of the
undersigned as director or officer of the Corporation (i) any and all amendments
or supplements (including any and all stickers and post-effective amendments) to
the registration statement, with all exhibits thereto, and other documents in
connection therewith, and (ii) any and all additional registration statements,
and any and all amendments thereto, relating to the same offering of securities
as those that are covered by the registration statement that are filed pursuant
to Rule 462(b) under the Securities Act of 1933, with the Securities and
Exchange Commission and any applicable securities exchange or securities self-
regulatory body; and each of the undersigned hereby ratifies and confirms all
that said attorneys, agents, or any of them, shall do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                 Title                                  Date
            ---------                                 -----                                  ----
/s/ KENNETH B. ROATH                    Chairman, President, Chief Executive          December 31, 2000
--------------------------------------  Officer and Director (Principal Executive
   Kenneth B. Roath                     Officer)

/s/ JAMES G. REYNOLDS                   Chief Financial Officer (Principal            December 31, 2000
--------------------------------------  Financial Officer)
  James G. Reynolds

/s/ DEVASIS GHOSE                       Senior Vice President and Treasurer           December 31, 2000
--------------------------------------  (Principal Accounting Officer)
  Devasis Ghose

/s/ PAUL V. COLONY                      Director                                      December 31, 2000
--------------------------------------
  Paul V. Colony
S-1
Signature                                 Title                                  Date
            ---------                                 -----                                  ----
/s/ ROBERT R. FANNING, JR.              Director                                      December 31, 2000
--------------------------------------
  Robert R. Fanning, Jr.

/s/ MICHAEL D. McKEE                    Director                                      December 31, 2000
--------------------------------------
  Michael D. McKee

/s/ ORVILLE E. MELBY                    Director                                      December 31, 2000
--------------------------------------
  Orville E. Melby

/s/ HAROLD M. MESSMER, JR.              Director                                      December 31, 2000
--------------------------------------
  Harold M. Messmer, Jr.

/s/ PETER L. RHEIN                      Director                                      December 31, 2000
--------------------------------------
  Peter L. Rhein
S-2
INDEX TO EXHIBITS

 4.1    Amended Stock Incentive Plan (incorporated by reference to the
        Registrant's definitive Proxy Statement dated April 21, 1994).

 4.2    Second Amended and Restated Stock Incentive Plan (incorporated by
        reference to the Registrant's definitive Proxy Statement dated April 23,
        1997).

 4.3    Second Amended and Restated Directors Stock Incentive Plan (incorporated
        by reference to the Registrant's definitive Proxy Statement dated
        April 23, 1997).

 5.1+   Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding the validity
        of the Common Stock being registered.

23.1+   Consent of Arthur Andersen LLP.

23.2+   Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit
        5.1).

24.1+   Power of Attorney (included on the signature page of this registration
        statement).

_________
+     Filed herewith.