Rule 424(b)(2)
                                        Registration No. 33-66676

     PRICING AND PROSPECTUS SUPPLEMENT DATED DECEMBER 5, 1995

               HEALTH CARE PROPERTY INVESTORS, INC.
                   Medium-Term Notes, Series B

     This Pricing and Prospectus Supplement accompanies and supplements
the Prospectus, dated August 1, 1995, as supplemented by the Prospectus
Supplement, dated August 1, 1995.

The Notes have the following terms (as applicable):

       Principal Amount:                        $15,000,000.00
       Agent's Discount or Commission:          .600%
       Net Proceeds to Issuer:                  $14,910,000.00
       Original Issue Price:                    100%
       Original Issue Date:                     December 8, 1995
       Stated Maturity Date:                    December 9, 2010
       Interest Rate Per Annum:                 6.62%
       Redemption Date(s):                      None
       Redemption Price(s):                     Not Applicable
       Notice of Redemption:                    Not Applicable
       Optional Repayment Date:                 December 9, 2002
       Optional Repayment Price:                100%, plus accrued interest
       Notice of Optional Repayment:            Not more than 60 nor less
                                                than 30 days
       Original Issue Discount:                 [ ] Yes     [X] No
       Form:                                    [X] Book-Entry/Global
                                                [ ] Definitive
       Agent:                                   [X] Merrill Lynch & Co.
                                                [ ] Goldman, Sachs & Co.

Agent acting in the capacity as indicated below:

       [X]   Agent           [ ]   Principal

If as Principal:

       [ ]   The Notes are being offered at varying prices related
             to prevailing market prices at the time of resale.

       [ ]   The Notes are being offered at a fixed initial public
             offering price of 100% of Principal Amount.

If as Agent:

       The Notes are being offered at a fixed initial public offering
   price of 100% of Principal Amount.

Stated Interest:

       Based on the expected issue price of the Notes, the Company does not
anticipate that the Notes will be issued with original issue discount.  Holders
of Notes will be required to include stated interest in gross income in
accordance with their method of accounting for tax purposes.  Each purchaser
of Notes is encouraged to consult his or her tax advisor with respect to the
tax consequences to him or her of the acquisition, ownership and disposition
of the Notes.  See "Material Federal Income Tax Considerations" in the
accompanying Prospectus Supplement.