X0201 42003-08-20 0000765880 HEALTH CARE PROPERTY INVESTORS INC HCP 0001183494 RHEIN PETER L 4675 MACARTHUR COURT NEWPORT BEACH CA 92660 1000Dividend Equivalent Shares2003-08-204A0265A2003-08-20Common Stock26513710.7D1 for 1Shares of dividend equivalent shares issued under the issuer's Second Amended and Restated Director Deferred Compensation Plan and are payable in cash following the termination of the reporting perons's service with the issuer, subject to earlier withdrawal or transfer in accordance with the terms of the Plan.Kathleen O'Bryan, Power of Attonrey for Peter L. Rhein2003-08-21