Sec Form 4 Filing - REYNOLDS JAMES G @ HEALTH CARE PROPERTY INVESTORS INC - 2004-03-25

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person REYNOLDS JAMES G 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) Executive Vice President (Last) (First) (Middle) 4675 MACARTHUR COURT 3. Date of Earliest Transaction (MM/DD/YY) 03/25/2004 (Street) NEWPORT BEACH, CA92660 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 03/25/2004 M 34,000 A $ 13.875 245,188 D Common Stock 03/25/2004 M 100,000 A $ 11.94 345,188 D Common Stock 03/25/2004 M 40,000 A $ 16.03 385,188 D Common Stock 03/25/2004 M 60,000 A $ 17.925 445,188 D Common Stock 03/25/2004 M 20,000 A $ 18.42 465,188 ( 6 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying S ecurities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Stock $ 13.875 ( 1 ) 03/25/2004 M 34,000 ( 1 ) 02/03/2004 02/03/2009 Common Stock 34,000 $ 13.875 0 D Common Stock $ 11.94 ( 2 ) 03/25/2004 M 100,000 ( 2 ) 01/04/2004 01/04/2010 Common Stock 100,000 $ 11.94 250,000 D Common Stock $ 16.03 ( 3 ) 03/25/2004 M 40,000 ( 3 ) 01/18/2004 01/18/2011 Common Stock 40,000 $ 16.03 80,000 D Common Stock $ 17.925 ( 4 ) 03/25/2004 M 60,000 ( 4 ) 01/02/2004 01/02/2012 Common Stock 60,000 $ 17.925 180,000 D Common Stock $ 18.42 ( 5 ) 03/25/2004 M 20,000 ( 5 ) 01/31/2004 01/31/2013 Common Stock 20,000 $ 18.42 80,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other REYNOLDS JAMES G 4675 MACARTHUR COURT NEWPORT BEACH, CA92660 Executive Vice President Signatures Kathleen O'Bryan Power of Attorney for James G. Reynolds 03/29/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Effective March 2, 2004, the common stock of HCP split 2-for-1, resulting in the reporting person's acquisition of 17,000 additional shares of common stock at an exercise price of $13.875. ( 2 )Effective March 2, 2004, the common stock of HCP split 2-for-1, resulting in the reporting person's acquisition of 50,000 additional shares of common stock at an exercise price of $11.94. ( 3 )Effective March 2, 2004, the common stock of HCP split 2-for-1, resulting in the reporting person's acquisition of 20,000 additional shares of common stock at an exercise price of $16.03. ( 4 )Effective March 2, 2004, the common stock of HCP split 2-for-1, resulting in the reporting person's acquisition of 30,000 additional shares of common stock at an exercise price of $17.925. ( 5 )Effective March 2, 2004, the common stock of HCP split 2-for-1, resulting in the reporting person's acquisition of 10,000 additional shares of common stock at an exercise price of $18.42. ( 6 )Effective March 2, 2004, the common stock of HCP split 2-for-1, resulting in the reporting person's acquisition of 105,594 additional shares of common stock.

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).

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