Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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 *
RHEIN PETER L
 2. Issuer Name and Ticker or Trading Symbol
HCP, INC. [HCP] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

3760 KILROY AIRPORT WAY, SUITE 300		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2007
(Street)


LONG BEACH, CA 90806		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 (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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 08/21/2007   G 0 (1) (2) D $ 0 57,500 (1) (2) D  
Common Stock 08/21/2007   G 600 D $ 0 56,900 (3) D  
Common Stock 08/21/2007   G 600 A $ 0 1,200 (3) I Peter L. Rhein as custodian for his grandchildren

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RHEIN PETER L
3760 KILROY AIRPORT WAY, SUITE 300
LONG BEACH, CA 90806		   X      

Signatures

Eric J. Stambol, Power of Attorney for Peter L. Rhein 02/14/2008
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) In June 2005, when a family member (grantor/trustee) became incapacitated, the Reporting Person began to serve as trustee of the Lillian L. Rhein Family Trust (the "Trust") while also a potential co-beneficiary of the Trust. At such time, the Trust held 3,000 shares of the Registrant's common stock. Accordingly, the Reporting Person may have been deemed to beneficially own some of the shares held by the Trust. From June 2005 through October 2006, the Trust made a total of eight sales that decreased the Trust's ownership to 1,400 shares. The details of each of those transactions are as follows: 200 shares on June 23, 2005 at $26.96; 200 shares on July 25, 2005 at $27.81; 200 shares on November 11, 2005 at $26.63; 200 shares on December 27, 2005 at $26.08; 200 shares on February 24, 2006 at $27.83; 200 shares on July 10, 2006 at $27.00; 200 shares on August 10, 2006 at $28.03; and 200 shares on October 17, 2006 at $32.48. (Footnote 1 is continued under footnote 2.)
(2) (Continued from footnote 1.) Neither the original 3,000 shares held by the Trust, nor the subsequent sales, were reported by the Reporting Person. In late 2007, the grantor of the trust passed away. Pursuant to the terms of the Trust, the remaining assets will be liquidated to pay estate taxes and other related expenses. Shares currently held by the Trust are not included in the Reporting Person's aggregate beneficial ownership because no shares are expected to be distributed to him as co-beneficiary upon final liquidation.
(3) Transfer of shares as custodian for grandchildren under the Uniform Gifts to Minors Act. Reflects total indirect beneficial ownership of the registrant's shares as of December 31, 2007, including gifts made to the reporting person's grandchildren in prior years.

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