SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CARTER MARY BRENNAN

(Last)

(First)

(Middle)

3760 KILROY AIRPORT WAY

(Street)

LONG BEACH

90806

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HEALTH CARE PROPERTY INVESTORS INC [ HCP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/21/2004		M		4,800	A	$18.42	18,480	D
Common Stock	05/24/2004		M		6,000	A	$17.925	24,480	D
Common Stock	05/24/2004		M		2,000	A	$14.1563	26,480	D
Common Stock	05/24/2004		M		4,000	A	$11.9375	30,480	D
Common Stock	05/24/2004		M		4,000	A	$16.031	34,480	D
Common Stock	05/24/2004		S		10,800	D	$22.84	23,680	D
Common Stock	05/25/2004		S		10,000	D	$22.94	13,680	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	$18.42⁽¹⁾	05/21/2004		M			4,800⁽¹⁾	01/31/2013	01/02/2004	Common Stock	4,800	$18.42	19,200	D
Common Stock	$17.925⁽²⁾	05/24/2004		M			6,000⁽²⁾	01/02/2004	01/02/2012	Common Stock	6,000	$17.925	18,000	D
Common Stock	$14.1563⁽³⁾	05/24/2004		M			2,000⁽³⁾	07/06/2003	07/06/2009	Common Stock	2,000	$14.1563	2,000	D
Common Stock	$11.9375⁽⁴⁾	05/24/2004		M			4,000⁽⁴⁾	01/04/2004	01/04/2010	Common Stock	4,000	$11.9375	4,000	D
Common Stock	$16.031⁽⁵⁾	05/24/2004		M			4,000⁽⁵⁾	01/18/2004	01/18/2011	Common Stock	4,000	$16.031	8,000	D

Explanation of Responses:

1. Effective Mary 2, 2004, the common stock of HCP split 2-for-one, resulting in the reporting person's acquisition of 12,000 additonal shares of common stock at an exercise price of $18.42

2. Effective May 2, 2004, the common stock of HCP split 2-for-one, resulting in the reporting personls acquisition of 12,000 additional shares of common stock at an exercise price of $ 17.925

3. Effective May 2, 2004, the common stock of HCP split 2-for-one, resulting in the reporting personls acquisition of 2,000 additional shares of common stock at an exercise price of $ 14.1563

4. Effective May 2, 2004, the common stock of HCP split 2-for-one, resulting in the reporting personls acquisition of 4,000 additional shares of common stock at an exercise price of $ 11.9375

5. Effective May 2, 2004, the common stock of HCP split 2-for-one, resulting in the reporting personls acquisition of 6,000 additional shares of common stock at an exercise price of $ 16.0310

Remarks:

	Kathleen O'Bryan, Power of Attorney for Mary Brennan Carter	05/25/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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