Sec Form 4 Filing - CARTER MARY BRENNAN @ HEALTH CARE PROPERTY INVESTORS INC - 2004-05-21

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 CARTER MARY BRENNAN 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 (Last) (First) (Middle) 3760 KILROY AIRPORT WAY 3. Date of Earliest Transaction (MM/DD/YY) 05/21/2004 (Street) LONG BEACH, CA90806 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 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 (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 Securities (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 $ 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CARTER MARY BRENNAN 3760 KILROY AIRPORT WAY LONG BEACH, CA90806 VP, Chief Accounting Officer Signatures Kathleen O'Bryan, Power of Attorney for Mary Brennan Carter 05/25/2004 Signature of Reporting Person Date

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

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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