
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q


     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2002
                                       OR

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                         Commission File Number 1-11527

                          HOSPITALITY PROPERTIES TRUST


        Maryland                                          04-3262075
(State of Incorporation)                       (IRS Employer Identification No.)


                 400 Centre Street, Newton, Massachusetts 02458


                                  617-964-8389


    Indicate by check mark whether the registrant: (1) has filed all reports
  required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
    1934 during the preceding 12 months (or for such shorter period that the
 registrant was required to file such reports), and (2) has been subject to such
            filing requirements for the past 90 days. Yes [X] No [ ]


                                                             Shares outstanding
            Class                                            at May 8, 2002
--------------------------------------                       --------------
Common shares of beneficial
   interest, $0.01 par value per share                       62,538,498





<PAGE>

                          HOSPITALITY PROPERTIES TRUST

                                    FORM 10-Q

                                 March 31, 2002


<TABLE>
<CAPTION>
                                      INDEX

      PART I         Financial Information (Unaudited)                                                Page

<S>                                                                                                   <C>
                     Item 1.  Financial Statements

                         Condensed Consolidated Balance Sheets - March 31, 2002 and
                           December 31, 2001..................................................         3

                         Consolidated Statements of Income - Three Months Ended
                           March 31, 2002 and 2001 ...........................................         4

                         Condensed Consolidated Statements of Cash Flows - Three Months
                           Ended March 31, 2002 and 2001......................................         5

                         Notes to Condensed Consolidated Financial Statements.................         6

                     Item 2.

                         Management's Discussion and Analysis of Financial Condition and
                           Results of Operations..............................................         10

                     Item 3.

                         Quantitative and Qualitative Disclosures About Market Risk...........         17

                     Certain Important Factors................................................         18

      PART II        Other Information

                     Item 2.

                         Changes in Securities and Use of Proceeds............................         19

                     Item 6.

                         Exhibits and Reports on Form 8-K.....................................         19

                     Signature................................................................         20
</TABLE>


                                        2
<PAGE>

Item 1.  Financial Statements

                          HOSPITALITY PROPERTIES TRUST

<TABLE>
<CAPTION>
                      CONDENSED CONSOLIDATED BALANCE SHEET
                    (dollars in thousands, except share data)


                                                                          March 31,              December 31,
                                                                            2002                      2001
                                                                       ----------------         ---------------
                                                                         (unaudited)               (audited)

<S>                                                                    <C>                      <C>
ASSETS

Real estate properties, at cost.................................       $    2,632,197           $   2,629,153
Accumulated depreciation........................................             (385,362)               (363,329)
                                                                       ----------------         ---------------
                                                                            2,246,835               2,265,824

Cash and cash equivalents.......................................               32,846                  38,962
Restricted cash (FF&E reserve)..................................               41,975                  39,913
Other assets, net...............................................               15,714                  10,265
                                                                       ----------------         ---------------
                                                                       $    2,337,370           $   2,354,964
                                                                       ================         ===============


LIABILITIES AND SHAREHOLDERS' EQUITY

Senior notes, net of discounts..................................       $      464,789           $     464,781
Revolving credit facility.......................................                   --                      --
Security and other deposits.....................................              263,983                 263,983
Other liabilities...............................................               16,296                  21,681
                                                                       ----------------         ---------------
                                                                              745,068                 750,445
                                                                       ----------------         ---------------


Shareholders' equity:
    Series A preferred shares; 9 1/2% cumulative redeemable at
      $25/share, no par value; 3,000,000 shares issued and
      outstanding...............................................               72,207                  72,207
    Common shares of beneficial interest;  $0.01 par value;
      62,537,598 and 62,515,940 issued and outstanding,
      respectively..............................................                  625                     625
    Additional paid-in capital..................................            1,667,875               1,667,256
    Cumulative net income.......................................              606,994                 573,663
    Cumulative preferred distributions..........................              (21,137)                (19,356)
    Cumulative common distributions.............................             (734,262)               (689,876)
                                                                       ----------------         ---------------
      Total shareholders' equity................................            1,592,302               1,604,519
                                                                       ----------------         ---------------
                                                                       $    2,337,370           $   2,354,964
                                                                       ================         ===============
</TABLE>










   The accompanying notes are an integral part of these financial statements.


                                       3
<PAGE>

                          HOSPITALITY PROPERTIES TRUST

<TABLE>
<CAPTION>
                        CONSOLIDATED STATEMENT OF INCOME
                (in thousands, except per share data, unaudited)




                                                                                    Three Months Ended March 31,
                                                                                --------------------------------------
                                                                                      2002                 2001
                                                                                -----------------    -----------------

<S>                                                                               <C>                  <C>
Revenues:
   Rental income........................................................          $    58,347          $    59,402
   Hotel operating revenues.............................................               18,139                   --
   FF&E reserve income..................................................                5,266                6,409
   Interest income......................................................                  182                  362
                                                                                -----------------    -----------------
       Total revenues...................................................               81,934               66,173
                                                                                -----------------    -----------------

Expenses:
   Hotel operating expenses.............................................               11,169                   --
   Interest (including amortization of deferred financing costs
     of $605 and $603, respectively)....................................               10,047               10,186
   Depreciation and amortization........................................               23,734               22,138
   General and administrative...........................................                3,653                3,761
                                                                                -----------------    -----------------
       Total expenses...................................................               48,603               36,085
                                                                                -----------------    -----------------

Net income..............................................................               33,331               30,088
Preferred distributions.................................................                1,781                1,781
                                                                                -----------------    -----------------

Net income available for common shareholders............................          $    31,550          $    28,307
                                                                                =================    =================


Weighted average common shares outstanding..............................               62,520               56,495
                                                                                =================    =================


Basic and diluted earnings per common share:
  Net income available for common shareholders..........................          $      0.50          $      0.50
                                                                                =================    =================
</TABLE>


















   The accompanying notes are an integral part of these financial statements.


                                       4
<PAGE>

                          HOSPITALITY PROPERTIES TRUST

<TABLE>
<CAPTION>
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                            (in thousands, unaudited)



                                                                                        Three Months Ended March 31,
                                                                                   ----------------------------------------
                                                                                         2002                  2001
                                                                                   ------------------    ------------------

<S>                                                                                    <C>                   <C>
Cash flows from operating activities:
   Net income............................................................              $     33,331          $     30,088
   Adjustments to reconcile net income to cash provided by operating activities:
       Depreciation and amortization.....................................                    23,734                22,138
       Amortization of deferred financing costs as interest..............                       605                   603
       FF&E reserve income and deposits..................................                    (6,209)               (6,409)
       Deferred percentage rent..........................................                       665                 1,695
       Net change in other assets and liabilities........................                    (5,905)                  737
                                                                                   ------------------    ------------------
           Cash provided by operating activities.........................                    46,221                48,852
                                                                                   ------------------    ------------------

Cash flows from investing activities:
   Real estate acquisitions..............................................                      (598)              (55,520)
   Increase in security deposits.........................................                        --                 5,956
                                                                                   ------------------    ------------------
           Cash used in investing activities.............................                      (598)              (49,564)
                                                                                   ------------------    ------------------

Cash flows from financing activities:
Distributions to common shareholders......................................                  (44,386)              (39,531)
Distributions to preferred shareholders...................................                   (1,781)               (1,781)
Draws on revolving credit facility........................................                       --                27,000
Deferred finance costs paid...............................................                   (5,572)                 (401)
                                                                                   ------------------    ------------------
           Cash used in financing activities..............................                  (51,739)              (14,713)
                                                                                   ------------------    ------------------
Decrease in cash and cash equivalents.....................................                   (6,116)              (15,425)
Cash and cash equivalents at beginning of period..........................                   38,962                24,601
                                                                                   ------------------    ------------------
Cash and cash equivalents at end of period................................             $     32,846          $      9,176
                                                                                   ==================    ==================

Supplemental cash flow information:
       Cash paid for interest.............................................             $     13,200          $     13,312
Non-cash investing and financing activities:
       Property managers' deposits in FF&E reserve........................                    5,645                 5,962
       Purchases of fixed assets with FF&E reserve........................                   (4,147)               (3,872)
       Real estate acquired in an exchange................................                   (9,840)                   --
       Real estate disposed of in an exchange.............................                    9,840                    --
</TABLE>














   The accompanying notes are an integral part of these financial statements.


                                       5
<PAGE>

                          HOSPITALITY PROPERTIES TRUST

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  (dollars in thousands, except per share data)

Note 1.  Basis of Presentation

The  accompanying  condensed  consolidated  financial  statements of Hospitality
Properties Trust and its subsidiaries have been prepared without audit.  Certain
information and footnote  disclosures  required by generally accepted accounting
principles for complete financial  statements have been condensed or omitted. We
believe the disclosures made are adequate to make the information  presented not
misleading.  However,  the accompanying  financial  statements should be read in
conjunction  with the  financial  statements  and notes  contained in our Annual
Report on Form 10-K for the year ended  December  31,  2001.  In the  opinion of
management,  all adjustments,  which include only normal  recurring  adjustments
considered  necessary  for  a  fair  presentation,   have  been  included.   All
intercompany  transactions and balances between Hospitality Properties Trust and
its subsidiaries have been eliminated. Our operating results for interim periods
and those of our tenants are not necessarily  indicative of the results that may
be expected for the full year.

Minimum  rental income,  interest  income and FF&E reserve income are recognized
when  earned  under the  related  lease  arrangements.  We  generally  recognize
percentage  rental income  received for the first,  second and third quarters in
the  fourth  quarter  when all  sales  thresholds  have  been  met or  exceeded.
Percentage rent deferred for the three months ended March 31, 2002 and 2001, was
$665 and $1,695, respectively.  Some of our hotels are leased to a subsidiary of
ours  and  managed  under  a  long-term  management  arrangement  with  Marriott
International,  Inc.  ("Marriott").  The hotel  operating  revenues,  consisting
primarily of room sales and sales of food,  beverages and telephone services are
recognized for these hotels when earned.

Note 2.  Shareholders' Equity

On  February  19,  2002,  we paid a $0.71 per share  distribution  to our common
shareholders  for the quarter  ended  December 31, 2001.  On April 2, 2002,  our
Trustees  declared  a  distribution  of $0.71  per  share  to be paid to  common
shareholders  of record on April 24, 2002. This amount will be distributed on or
about May 23, 2002.

On March 28, 2002,  we paid a $0.59375 per share  distribution  to our preferred
shareholders.

On May 7, 2002, the Company's three  independent  trustees each were awarded 300
common  shares  as  part  of  their  annual  compensation.   These  shares  vest
immediately.

We do not  present  diluted  earnings  per  share  because  we have no  dilutive
instruments.

Note 3.  Indebtedness

Our credit  facility in effect at the  beginning  of this year  expired in March
2002, at which time we entered a new credit  facility.  The new facility matures
in June 2005 and may be  extended at our option to June 2006 upon our payment of
an extension fee. The new facility permits borrowing up to $350,000 and includes
a feature  under which the maximum  draw could  expand to  $700,000,  in certain
circumstances.  Drawings under our credit  facility are unsecured.  Funds may be
drawn,  repaid and redrawn  until  maturity,  and no principal  repayment is due
until maturity.  Interest on borrowings under the credit facility are payable at
a spread above LIBOR.

Note 4.  Real Estate Properties

During the three months ended March 31, 2002, we funded  improvements at certain
hotels for $598,  which led to an increase in the annual minimum rent due to us.
In March  2002,  we  exercised  an option to  exchange  a hotel  with one of our
tenants,  through which we acquired a hotel in Mt. Laurel,  NJ in exchange for a
hotel in  Albuquerque,  NM. This exchange option was exercised at no cost to us.
Subsequent to the end of the 2002 first  quarter we exercised a second  exchange
option  with that  tenant  through  which we  acquired  a  property  located  in
Chantilly, VA in exchange for a hotel in Alpharetta, GA. These transactions were
accounted for as non-monetary exchanges of similar productive assets and no gain
or loss was  recognized.  A third and final  exchange  option  exists  with this
tenant  through  which we expect to acquire a property in Utica,  MI in exchange
for a hotel we currently own in Las Colinas,  TX, which we expect to complete in
the near future.

                                       6
<PAGE>

                          HOSPITALITY PROPERTIES TRUST

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  (dollars in thousands, except per share data)

Note 5.  Significant Tenant

At  March  31,  2002,  HMH HPT  Courtyard  LLC,  a 100%  owned  special  purpose
subsidiary of Host Marriott Corporation  ("Host"), is the lessee of 53 Courtyard
by  Marriott(R)  properties  which  we  own  and  which  represent  20%  of  our
investments,  at cost. The following  results of operations for the twelve weeks
ended March 22, 2002, and March 23, 2001,  and summarized  balance sheet data of
HMH HPT Courtyard LLC as provided by the lessee's  management  are included here
in compliance  with  applicable  accounting  and  disclosure  regulations of the
Securities and Exchange Commission.


<TABLE>
<CAPTION>
                                                               Twelve weeks ended         Twelve weeks ended
                                                                 March 22, 2002             March 23, 2001
                                                                  (unaudited)                (unaudited)
                                                             -----------------------    -----------------------
<S>                                                                   <C>                        <C>
       Revenues:
                Rental income(1)..........................            $ 11,413                   $ 11,455
                Interest income...........................                  64                         59
                Amortization of deferred gain.............                 664                        664
                                                             -----------------------    -----------------------
                   Total revenues.........................              12,141                     12,178
                                                             -----------------------    -----------------------

       Expenses:
                Base and percentage rent expense..........              11,855                     12,366
                Corporate expenses........................                 462                          2
                Other expenses............................                  36                         39
                                                             -----------------------    -----------------------
                   Total expenses.........................              12,353                     12,407
                                                             -----------------------    -----------------------

                  Net (loss) income.......................            $   (212)                  $   (229)
                                                             =======================    =======================


<CAPTION>
                                                                 March 22, 2002           December 31, 2001
                                                                  (unaudited)                 (audited)
                                                             -----------------------    -----------------------
<S>                                                                   <C>                        <C>
                Assets....................................            $ 67,652                   $ 67,224
                Liabilities...............................              37,178                     36,538
                Equity....................................              30,474                     30,686


<FN>
       (1)  Percentage  rental  revenue of $353 and $2,291 for the twelve  weeks
            ended March 22, 2002, and March 23, 2001, respectively, was deferred
            and is included in deferred  rent on the balance  sheet.  Percentage
            rent will be recognized  as income  during the year after  specified
            hotel sales thresholds are achieved.
</FN>
</TABLE>


                                       7
<PAGE>

                          HOSPITALITY PROPERTIES TRUST

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  (dollars in thousands, except per share data)

At March 31, 2002, CCMH Courtyard I LLC, a 100% owned special purpose subsidiary
of  Crestline  Capital  Corporation  ("Crestline"),  is the  sublessee of the 53
Courtyard by Marriott(R)  properties  discussed above. The following  results of
operations  for the twelve weeks ended March 22, 2002,  and March 23, 2001,  and
summarized  balance  sheet  data  of CCMH  Courtyard  I LLC as  provided  by the
sublessee's   management  are  included  here  in  compliance   with  applicable
accounting and disclosure regulations of the Securities and Exchange Commission.

<TABLE>
<CAPTION>
                                                               Twelve weeks ended         Twelve weeks ended
                                                                 March 22, 2002             March 23, 2001
                                                                  (unaudited)                (unaudited)
                                                             -----------------------    -----------------------
<S>                                                                  <C>                        <C>
       Revenues:
            Hotels:
                Rooms.....................................           $  41,720                  $  50,162
                Food and beverage.........................               2,804                      3,459
                Other.....................................               1,140                      1,616
                                                             -----------------------    -----------------------
                    Total hotel revenues..................              45,664                     55,237
                                                             -----------------------    -----------------------
       Operating costs and expenses:
             Hotels:
                Property-level costs and expenses:
                    Rooms.................................               9,228                     11,061
                    Food and beverage.....................               2,260                      3,089
                    Other.................................              16,506                     19,290
                Other operating costs and expenses:
                    System management fees................               1,370                      1,657
                    Other management fees.................               3,621                      5,499
                    Lease expense.........................              11,117                     12,960
                                                             -----------------------    -----------------------
                    Total hotel expenses..................              44,102                     53,556

                                                             -----------------------    -----------------------
                    Operating profit......................               1,562                      1,681
                                                             -----------------------    -----------------------

       Corporate expenses.................................                 (85)                       (82)
       Interest expense...................................                 (60)                       (61)
       Interest income....................................                 392                          5
                                                             -----------------------    -----------------------
       Income before income taxes.........................               1,809                      1,543
       Income taxes.......................................                (705)                      (633)
                                                             -----------------------    -----------------------
       Net income.........................................           $   1,104                  $     910
                                                             =======================    =======================

<CAPTION>
                                                                 March 22, 2002           December 31, 2001
                                                                  (unaudited)                 (audited)
                                                             -----------------------    -----------------------
<S>                                                                  <C>                        <C>
       Assets.............................................           $  35,521                  $  34,670
       Liabilities........................................               8,310                      8,563
       Equity.............................................              27,211                     26,107
</TABLE>


                                       8
<PAGE>



                          HOSPITALITY PROPERTIES TRUST

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  (dollars in thousands, except per share data)

Operating results for these 53 Courtyard by Marriott(R)  properties derived from
data  provided by  management  of HMH HPT  Courtyard  LLC (our  tenant) and CCMH
Courtyard I LLC (Host's subtenant) are detailed below:

<TABLE>
<CAPTION>
                                                               Twelve weeks ended         Twelve weeks ended
                                                                 March 22, 2002             March 23, 2001
                                                                  (unaudited)                (unaudited)
                                                             -----------------------    -----------------------
<S>                                                                  <C>                        <C>
       Total hotel sales:
                Rooms.....................................           $  41,720                  $  50,162
                Food and beverage.........................               2,804                      3,459
                Other.....................................               1,140                      1,616
                                                             -----------------------    -----------------------
                Total hotel sales.........................              45,664                     55,237
                                                             -----------------------    -----------------------
       Expenses:
                Rooms.....................................               9,228                     11,061
                Food and beverage.........................               2,260                      3,089
                Other operating departments...............                 310                        254
                General and administrative................               4,765                      5,738
                Utilities.................................               1,999                      2,408
                Repairs, maintenance and accidents........               1,697                      2,118
                Marketing and sales.......................               1,673                      1,746
                Chain services............................                 959                      1,160
                FF&E escrow deposits......................               2,283                      2,762
                Real estate taxes.........................               2,060                      2,136
                Land rent.................................                 448                        505
                System fees...............................               1,370                      1,657
                Other costs...............................                 312                        463
                                                             -----------------------    -----------------------
                Total.....................................              29,364                     35,097

                                                             -----------------------    -----------------------
       Hotel revenues in excess of costs
         and expenses.....................................           $  16,300                  $  20,140
                                                             =======================    =======================
</TABLE>


Hotel  revenues in excess of costs and expenses,  shown above,  represent  hotel
cash flows after costs which are paid in priority to minimum  rent due to us for
this lease of $11,843 and $11,816 in the 2002 and 2001 periods, respectively.


                                       9
<PAGE>

                          HOSPITALITY PROPERTIES TRUST

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

Overview

This discussion includes references to cash available for distribution, or CAD.

We compute CAD as net income available for common shareholders plus depreciation
and amortization expense, plus non-cash expenses (including only amortization of
deferred financing costs and administrative expenses to be settled in our common
shares),  minus those deposits made into FF&E Escrow accounts which are owned by
us but  which are  restricted  to use for  improvements  at our  properties.  In
calculating CAD, we also add percentage rents deferred as described in Note 1 to
our financial statements.

Our method of calculating CAD may not be comparable to CAD which may be reported
by other REITs that define this term differently.

We consider CAD to be an appropriate  measure of performance  for a REIT,  along
with cash flow from  operating  activities,  investing  activities and financing
activities, because it provides investors with an indication of an equity REIT's
operating  performance  and its ability to incur and service debt,  make capital
expenditures,  pay  distributions  and  fund  other  cash  needs.  Our CAD is an
important  factor  considered by our Board of Trustees in determining the amount
of our  distributions to shareholders.  CAD does not represent cash generated by
operating activities in accordance with generally accepted accounting principles
and should not be considered as an  alternative  to net income or cash flow from
operating activities as measures of financial performance or liquidity.

Events of September 11, 2001

Since the terrorist attacks on the United States on September 11, 2001, the U.S.
hotel industry has experienced  significant declines versus the comparable prior
year period in occupancy,  revenues and profitability.  These declines primarily
arise from  reduced  travel.  These  declines  are in  addition  to more  modest
declines which began to affect the hotel industry earlier in 2001 as a result of
slowing  business  activity  in the U.S.  economy  generally.  Most of our hotel
operators have reported declines in the operating performance of our hotels. Our
leases and operating  agreements  contain  features such as guarantees which are
intended to require payment of minimum returns to us despite operating  declines
at our hotels.  However,  the operation of various security  features to provide
uninterrupted  payments to us is not assured,  particularly  if travel  patterns
continue  at  depressed  levels for  extended  periods.  If our  tenants,  hotel
managers or  guarantors  default in their  obligations  to us, our revenues will
decline.

Results of Operations (dollar amounts in thousands, except per share amounts)

Three Months Ended March 31, 2002 versus 2001

Total  revenues for the 2002 first quarter were $81,934,  a 23.8%  increase over
revenues of $66,173 for the 2001 first  quarter.  This increase is primarily due
to our management  arrangement with Marriott,  which requires our recognition of
total hotel sales for 16 of our hotels during the 2002 period as hotel operating
revenue,  and our  acquisition  of six hotels since the end of the first quarter
2001. FF&E reserve income represents amounts paid by our tenants into restricted
accounts  owned by us, the  purpose of which is to  accumulate  funds for future
capital  expenditures.  The terms of our  leases  require  these  amounts  to be
calculated  as a  percentage  of total hotel sales at our  properties.  The FF&E
reserve income for the 2002 first quarter was $5,266, a 17.8% decrease from FF&E
reserve  income of $6,409  for the 2001  first  quarter.  This  decrease  is due
primarily to the  commencement of our new management  arrangement  with Marriott
which  requires  us to fund the  reserves  from our  hotel  operating  revenues,
together  with  reduced  levels of hotel  sales and was offset  somewhat  by the
impact of  acquisitions  discussed  above.  Interest  income  for the 2002 first
quarter was $182, a 49.7%  decrease  from  interest  income of $362 for the 2001
first quarter. This decrease was due to a lower average cash balance and a lower
average interest rate during the 2002 period.

Interest  expense for the 2002 first  quarter was $10,047,  a 1.4% decrease from
interest  expense  of $10,186  for the 2001  first  quarter.  The  decrease  was
primarily due to lower average  borrowings and lower weighted  average  interest
rates during the 2002 period. Depreciation and amortization expense for the 2002
first quarter was $23,734,  a 7.2% increase over  depreciation  and amortization
expense of $22,138 for the 2001 first quarter. This increase was due principally
to

                                       10
<PAGE>

                          HOSPITALITY PROPERTIES TRUST

the  full  quarter's  impact  of  the  depreciation  of  eight  hotels  acquired
subsequent  to  January 1,  2001,  and the  partial  impact of the  purchase  of
depreciable  assets with funds from FF&E reserve  restricted cash accounts owned
by us during  2001 and 2002.  General  and  administrative  expense for the 2002
first  quarter was  $3,653,  a 2.9%  decrease  from  general and  administrative
expense of $3,761 in the 2001 first quarter. This decrease is due principally to
the previously unanticipated reimbursement of amounts expensed in a prior period
related to a potential acquisition,  offset somewhat by the impact of additional
investments in our hotels during 2001 and 2002.

We began  leasing  10 hotels to one of our 100% owned  subsidiaries  on June 15,
2001, and an additional  six hotels on September 7, 2001.  During the 2002 first
quarter,  operating  expenses realized from the hotels under this agreement were
$11,169.  There were no  comparable  hotel  operating  expenses in the year 2001
period.

Net income for the 2002 first  quarter was $33,331,  a 10.8%  increase  over net
income of $30,088 for the 2001 first quarter.  The increase was primarily due to
increased rental income from new investments, hotel operating revenues in excess
of hotel  operating  expenses,  and a  decrease  in  interest  and  general  and
administrative  expenses  offset  somewhat  by  decreases  in FF&E  reserve  and
interest income and increases in depreciation expense.

Net income  available  for common  shareholders  for the 2002 first  quarter was
$31,550,  or $0.50 per share, an 11.5%  increase,  or zero on a per share basis,
over net income  available  for common  shareholders  of  $28,307,  or $0.50 per
share, for the 2001 first quarter.  This change resulted from the investment and
operating  activity  discussed  above.  The per share amount was affected by the
sale of 6,000,000 of our common shares in August 2001.

Cash Available for Distribution, or CAD, for the first quarters of 2002 and 2001
is derived as follows:

<TABLE>
<CAPTION>
                                                                             2002                  2001
                                                                        ---------------       ---------------

<S>                                                                         <C>                   <C>
        Net income available for common shareholders                        $ 31,550              $ 28,307

        Add:      Depreciation and amortization                               23,734                22,138
                  Deferred percentage rents                                      665                 1,695
                  Non-cash expenses,  primarily  amortization of
                  deferred financing costs as interest                           985                   947

        Less:     FF&E reserves (1)                                            6,209                 6,409
                                                                        ---------------       ---------------

        Cash Available for Distribution                                     $ 50,725              $ 46,678
                                                                        ===============       ===============

<FN>
     (1)  All of our leases require that our tenants make periodic  payments into FF&E reserve escrow accounts
          for the purpose of funding  expected  capital  expenditures  at our hotels.  Our net income includes
          $6,209 and $6,409 for the 2002 and 2001 first quarters,  respectively, of deposits into FF&E reserve
          escrow  accounts  owned by us, which are removed here because  these amounts are not available to us
          for distributions to shareholders. For the 2002 period, the amount shown here includes $943 of hotel
          operating  revenues,  which we have  escrowed  for routine  capital  improvements  for the 16 hotels
          operated by Marriott under a long-term  management  agreement.  Some of our leases provide that FF&E
          Reserve  escrow  accounts are owned by our tenants during the lease terms while we have security and
          remainder  interests  in the escrow  accounts  and in property  purchased  with  funding  from those
          accounts. Deposits into FF&E reserve accounts owned by our tenants during the 2002 and 2001 periods,
          totaled $3,439 and $3,859,  respectively,  and are not removed here because they are not included in
          our income.
</FN>
</TABLE>

CAD for the 2002 first quarter was $50,725, an 8.7% increase over CAD of $46,678
for the 2001 first quarter.  This increase was due primarily to the full quarter
impact of our acquisition of eight hotels subsequent to January 1, 2001, as well
as decreases in general and administrative and interest expenses offset somewhat
by the  decreases in  percentage  rents  received in cash,  and interest  income
discussed above.


                                       11
<PAGE>

                          HOSPITALITY PROPERTIES TRUST

Liquidity and Capital Resources  (dollar amounts in thousands,  except per share
amounts)

Liquidity and Resources of our Tenants and Operators

All of our hotels are leased to or operated by third parties;  we do not operate
hotels.  All costs of  operating  and  maintaining  our hotels are paid by these
third  parties  for their own account or as agent for us.  These  third  parties
derive their funding for hotel operating expenses,  reserves for renovations, or
FF&E  reserves,  and rents and returns  due us  generally  from hotel  operating
revenues.  We define  coverage as combined  total hotel sales minus all expenses
which are not  subordinated  to minimum  payments  to us and the  required  FF&E
Reserve contributions,  divided by the aggregate minimum payments to us. Our 228
hotels  which  had been  open at least  one  year at the  beginning  of 2002 had
average  coverage of  approximately  1.10 times  during the twelve  months ended
March 31, 2002. All of our hotels, including 2 which opened in 2001, had average
coverage of  approximately  1.09 times during the twelve  months ended March 31,
2002.  As  described  below,  we own  132  hotels  under  leases  or  management
agreements  which are guaranteed.  The 98 hotels operated  pursuant to leases or
management  agreements  which are not  guaranteed  had average  coverage of 1.30
times during the twelve months ended March 31, 2002.

Obligations to us by our tenants and managers of 55.8% of our total investments,
at cost,  are  guaranteed  by the parent  companies of our tenants and managers.
These parent company  guarantees  may provide us with continued  payments if the
hotels'  combined  total hotel sales less total hotel expenses are not in excess
of amounts  due to us. Our tenants and  managers  or their  affiliates  may also
supplement  cash  flow  from our  hotels  in order  to make  payments  to us and
preserve their rights to continue operating our hotels.

We lease 16  hotels to our  taxable  REIT  subsidiary,  which  are  operated  by
Marriott  in  combination  with an  additional  19 hotels  which are leased to a
subsidiary  of  Marriott.  These 19 hotels are expected to begin to be leased by
our taxable REIT  subsidiary  during  2002.  The  operations  of all 35 of these
hotels are combined for all purposes  under our  agreement  with Marriott to pay
combined rents and returns to us. For any of these 35 hotels,  funding for hotel
operating expenses, rents and returns to us, may be provided by a combination of
hotel operating revenues from all other hotels in the combination, payments from
Marriott International under its guarantee obligation,  or voluntary payments by
affiliates of Marriott.  During the 2002 first quarter,  the 16 hotels leased to
our taxable REIT subsidiary did not generate hotel operating  revenues in excess
of hotel  operating  expenses  including  expenses  allocated  by  Marriott  and
allocated  minimum  returns  to us  by  approximately  $2,555.  This  $2,555  is
reflected  as a reduction  to hotel  operating  expenses  for the 2002  quarter.
Guarantee  payments  to us, if any,  made under any of our leases or  management
agreements, do not subject us to repayment obligations.

Our Operating Liquidity and Resources

Our principal  sources of funding for current expenses and for  distributions to
shareholders is provided by our operations, primarily rents derived from leasing
and the excess of hotel operating  revenues over hotel operating expenses of our
hotels.  Minimum  rents and minimum  returns are  received  from our tenants and
managers  monthly in advance and percentage rents or returns are received either
monthly  or  quarterly  in  arrears.  This flow of funds has  historically  been
sufficient  for  us  to  pay  day  to  day  operating  expenses,   interest  and
distributions.  We believe that our  operating  cash flow will be  sufficient to
meet  our  operating  expenses,  interest  and  distribution  payments  for  the
foreseeable future.

Various percentages of total sales at all of our hotels are escrowed as reserves
for future renovations and refurbishment,  or FF&E reserves, as discussed above.
As of March 31, 2002, there was approximately $56,120 on deposit in these escrow
accounts of which  $41,975 was held  directly by us and reflected on our balance
sheet as restricted cash.  During 2002 first quarter,  $9,647 was deposited into
these  accounts and $6,396 was spent to renovate and refurbish  our  properties.
Certain of these accounts are held and owned by tenants and not reflected on our
balance sheet.


                                       12
<PAGE>

                          HOSPITALITY PROPERTIES TRUST

Our Investment and Financing Liquidity and Resources

In order to fund acquisitions and to accommodate occasional cash needs which may
result from timing differences between the receipt of rents and the need to make
distributions or pay operating expenses, we have entered into a revolving credit
facility with a group of commercial  banks. The credit facility in effect at the
beginning  of this year  expired in March  2002,  at which time we entered a new
credit  facility.  The new facility  matures in June 2005 and may be extended at
our option to June 2006 upon our payment of an  extension  fee. The new facility
permits  borrowing up to $350,000 and includes a feature under which the maximum
draw could  expand to $700,000,  in certain  circumstances.  Drawings  under our
credit  facility are  unsecured.  Funds may be drawn,  repaid and redrawn  until
maturity,  and  no  principal  repayment  is due  until  maturity.  Interest  on
borrowings under the credit facility are payable at a spread above LIBOR.

At  March  31,  2002,  we had  $32,846  of cash and  cash  equivalents  and zero
outstanding on our $350,000 revolving credit facility. We expect to use existing
cash balances, borrowings under our credit facility or other lines of credit and
net  proceeds of  offerings  of equity or debt  securities  to fund future hotel
acquisitions.

In April 2002, we purchased 21 Candlewood Suites hotels for $145,000, using cash
on hand and a $100,000 draw on our revolving credit facility. Currently, we have
$100,000  outstanding  and $250,000  available  for drawing  under our revolving
credit facility.

We have no debt which  matures in the next  twelve  months and no  principal  or
sinking-fund  payments  in the next  twelve  months.  Our debts  (besides  those
incurred  under our  credit  facility)  mature  as  follows:  $115,000  in 2005;
$150,000  in 2008;  $150,000 in 2009;  and  $50,000 in 2010.  None of these debt
obligations  require principal or sinking-fund  payments prior to their maturity
date.

To the extent we borrow on the credit facility and, as the maturity dates of our
credit  facility and term debt  approach  over the longer term,  we will explore
various  alternatives for the repayment of amounts due. Such alternatives in the
short-term  and long-term may include  incurring  additional  long-term debt and
issuing new equity  securities.  On March 8, 2002, we filed a shelf registration
statement to increase  the  securities  available  for  issuance  thereunder  to
$2,800,000 in aggregate  initial value; the Securities and Exchange  Commission,
or SEC,  declared  this  registration  effective on March 20, 2002. An effective
shelf  registration  allows us to issue public securities on an expedited basis,
but it does not assure that there will be buyers for any such securities offered
by us.  Although there can be no assurance  that we will  consummate any debt or
equity security offerings or other financings, we believe we will have access to
various  types of financing in the future,  including  investment  grade debt or
equity securities  offerings,  with which to finance future  acquisitions and to
pay our debt and other obligations.

Our total assets as of March 31, 2002, were $2,337,370,  a decrease of 0.7% from
$2,354,964 as of December 31, 2001. The decrease  resulted  primarily from lower
cash balances,  from depreciation expense accrued and from distributions paid to
shareholders during the three months ended March 31, 2002.

A common share  distribution  of $0.71 per common share declared with respect to
the fourth  quarter 2001 results was paid in February  2002. A  distribution  of
$0.59375 per  preferred  share for first  quarter 2002 was paid in March 2002. A
common share  distribution  of $0.71 per common share  declared  with respect to
first quarter 2002 results will be paid to shareholders in May 2002.

Debt Covenants

Our debt  obligations  at March 31, 2002,  were limited to our revolving  credit
facility  and our  $465,000  of public  debt.  Each issue of our public  debt is
governed  by an  indenture.  The  indenture  and our credit  facility  agreement
contain a number of  financial  ratio  covenants  which  generally  restrict our
ability to incur debts,  including debts secured by mortgages on our properties,
in excess of calculated amounts,  require us to maintain a minimum net worth, as
defined,  restrict our ability to make distributions under certain circumstances
and require us to maintain other ratios, as defined.  At March 31, 2002, we were
in compliance  with all of our  covenants  under our  indentures  and our credit
facility.

Neither  our  indenture  nor our bank credit  facility  contain  provisions  for
acceleration  which could be triggered by our debt ratings.  However,  under our
credit  agreement,  our senior  debt  rating is used to  determine  the fees and
interest rate applied to borrowings.


                                       13
<PAGE>

                          HOSPITALITY PROPERTIES TRUST

Our public debt indenture  contains a cross default provision to any other debts
equal to or in excess of  $20,000.  Similarly,  a default  on any of our  public
indentures would constitute a default under our credit agreement.

As of March 31, 2002, we had no commercial paper,  derivatives,  swaps,  hedges,
guarantees,  joint  ventures or  partnerships.  As of March 31, 2002,  we had no
secured debt obligations.  None of our debt documentation requires us to provide
collateral security in the event of a ratings downgrade. We have no "off balance
sheet" arrangements.

Seasonality

Our hotels have  historically  experienced  seasonal  variations  typical of the
hotel industry with higher revenues in the second and third quarters of calendar
years  compared  with the first and fourth  quarters.  This  seasonality  is not
expected to cause  fluctuations in our rental income because we believe that the
revenues generated by our hotels or cash contributed by our tenants, managers or
guarantors  will be  sufficient  for the  tenants  to pay our rents on a regular
basis  notwithstanding  seasonal  variations.  Seasonality  may effect our hotel
operating  revenues but we do not expect seasonal  variations to have a material
impact upon our financial results of operations.

Property Leases and Operating Agreements

As of March  31,  2002,  we  owned  230  hotels  which  are  grouped  into  nine
combinations and leased to or managed by separate affiliates of: Marriott, Host,
Crestline,  Wyndham  International,  Inc.  ("Wyndham"),   BRE/Homestead  Village
("BRE/Homestead"),  Candlewood  Hotel  Company,  Inc.  ("Candlewood")  and Prime
Hospitality Corp. ("Prime").

During April 2002,  we purchased  21 hotels from  Candlewood  and began to lease
these hotels to Candlewood in combination with 36 hotels we previously owned.

The  tables on the  following  pages  summarize  the key terms of our leases and
other  operating  agreements  and  operating  statistics,  including  occupancy,
average daily rate, or ADR, and revenue per  available  room, or RevPAR,  of our
tenants'  and  managers  operations  of our hotels for the first three months of
2002 and 2001:


                                       14
<PAGE>

                          HOSPITALITY PROPERTIES TRUST

<TABLE>
<CAPTION>
---------------------------- -------------------- --------------------- -------------------- -------------------- ------------------

                                                                         Marriott(R)/Residence  Residence Inn by
                                Courtyard by        Residence Inn by      Inn by Marriott(R)/  Marriott(R)/Courtyard
Hotel Brand                       Marriott(R)          Marriott(R)          Courtyard by        by Marriott(R)/          Wyndham(R)
                                                                             Marriott(R)/       TownePlace Suites
                                                                        TownePlace Suites by         by
                                                                        Marriott(R)/SpringHill Marriott(R)/SpringHill
                                                                              Suites by      Suites by Marriott(R)
                                                                            Marriott(R)(1)
---------------------------- -------------------- --------------------- -------------------- -------------------- ------------------

<S>                          <C>                  <C>                   <C>                  <C>                  <C>
Number of Hotels                     53                    18                    35                  19                   12

Number of Rooms                     7,610                2,178                  5,382               2,756               2,321

Number of States                     24                    14                    15                  14                   8

Tenant                       Subsidiary of Host    Subsidiary of Host       Subsidiary of       Subsidiary of       Subsidiary of
                                Subleased to          Subleased to       Marriott/Subsidiary      Crestline            Wyndham
                                Subsidiary of        Subsidiary of         of Hospitality
                                  Crestline            Crestline          Properties Trust

Manager                         Subsidiary of        Subsidiary of          Subsidiary of       Subsidiary of       Subsidiary of
                                  Marriott              Marriott              Marriott            Marriott             Wyndham

Investment at
March 31, 2002 (000s) (2)         $513,456              $178,073              $453,954            $274,222             $182,570

Security Deposit (000s) (3)        $50,540              $17,220                $36,204             $28,508             $18,325

End of Initial Term                 2012                  2010                  2019                2015                 2014

Renewal Options (4)          3 for 12 years each    1 for 10 years,     2 for 15 years each  2 for 10 years each       4 for 12
                                                  2 for 15 years each                                                 years each

Current Annual Minimum
Rent/Return (000s)                 $51,346              $17,783                $48,288             $28,508             $18,325

Percentage Rent/Return (5)          5.0%                  7.5%                  7.0%                7.0%                 8.0%

Number of Comparable
Hotels (6)                           53                    18                    35                  18                   12

2002:   Occupancy                   65.9%                71.8%                  67.4%               69.4%               69.8%
        ADR                        $99.08                $96.60                $90.98              $97.21               $92.22
        RevPAR                     $65.29                $69.36                $61.32              $67.46               $64.37

2001:   Occupancy                   75.2%                78.2%                  70.6%               72.6%               70.9%
        ADR                        $104.34              $107.12                $96.29              $106.32             $104.76
        RevPAR                     $78.46                $83.77                $67.98              $77.19               $74.27

---------------------------- -------------------- --------------------- -------------------- -------------------- ------------------

<FN>
(1)  At March 31, 2002, 19 of the 35 hotels in this combination were leased to and operated by subsidiaries of Marriott.
     The remaining 16 hotels were operated by subsidiaries of Marriott under a management contract with our wholly-owned
     subsidiary tenant.  Marriott's obligations under the lease and the management contract are subject to cross-default
     provisions and Marriott has provided us with a limited guarantee of its lease and management obligations, including
     the obligation to pay minimum rents and returns to us.

(2)  Excludes expenditures made from FF&E reserves subsequent to our initial purchase.

(3)  Excludes other deposits totaling  approximately  $26.6 million at March 31, 2002,  retained by us to secure various
     guarantee obligations to us.

(4)  Renewal  options may be exercised  by the tenant or manager for all, but not less than all, of the hotels  within a
     pool.

(5)  Each lease or management contract provides for payment to us of a percentage of increases in total hotel sales over
     base year levels as additional rent or return.

(6)  Includes only hotels open for at least a full year as of January 1, 2002.
</FN>
</TABLE>


                                       15
<PAGE>

                          HOSPITALITY PROPERTIES TRUST

<TABLE>
<CAPTION>
---------------------------- ------------------- --------------------- -------------------- ------------------- --------------------


                                                                                                                      Total /
                                Summerfield                                Candlewood           Homestead             Range /
Hotel Brand                  Suites by Wyndham(R)    AmeriSuites(R)        Suites(R)(1)        Studio Suites(R)        Average


---------------------------- ------------------- --------------------- -------------------- ------------------- --------------------

<S>                          <C>                 <C>                   <C>                  <C>                 <C>
Number of Hotels                     15                   24                   36                   18                  230

Number of Rooms                    1,822                2,929                 4,294               2,399               31,691

Number of States                     8                    13                   23                   5                   37

Tenant                         Subsidiary of        Subsidiary of         Subsidiary of       Subsidiary of
                                  Wyndham               Prime              Candlewood         BRE/Homestead
                                                                                               Village LLC

Manager                        Subsidiary of        Subsidiary of         Subsidiary of       Subsidiary of
                                  Wyndham               Prime              Candlewood          BRE/Homestead
                                                                                               Village LLC

Investment at
March 31, 2002 (000s) (2)         $240,000             $243,350             $289,750             $145,000           $2,520,375

Security Deposit (000s) (3)       $15,000              $25,575               $30,086             $15,960             $237,418

End of Initial Term                 2017                 2013                 2016                 2015              2010-2019
                                                                                                                   (average 13.5
                                                                                                                      years)

Renewal Options (4)               4 for 12             3 for 15             3 for 15             2 for 15
                                 years each           years each           years each           years each

Current Annual Minimum
Rent/Return (000s)                $25,000              $25,575               $29,507             $15,960             $260,292

Percentage Rent/Return (5)          7.5%                 8.0%                 10.0%               10.0%               5%-10%

Number of Comparable
Hotels (6)                           15                   23                   36                   18                  228

2002:   Occupancy                  73.4%                60.7%                 74.4%               73.8%                68.9%
        ADR                       $107.29               $70.33               $54.83               $50.31              $84.16
        RevPAR                     $78.75               $42.69               $40.79               $37.13              $57.99

2001:   Occupancy                  78.2%                58.6%                 74.0%               77.8%                72.8%
        ADR                       $131.45               $78.82               $58.56               $56.59              $92.58
        RevPAR                    $102.79               $46.19               $43.33               $44.03              $67.40

---------------------------- ------------------- --------------------- -------------------- ------------------- --------------------

<FN>
(1)  Excludes 21 hotels purchased in April 2002, at which time this lease was adjusted to include 57 hotels,  containing
     6,887 rooms, in 27 states. Our investment,  security deposit and annual minimum rent increased to $434,750, $46,086
     and $45,507, respectively. The end of the initial lease term was revised to 2018.

(2)  Excludes expenditures made from FF&E Reserves subsequent to our initial purchase.

(3)  Excludes other deposits totaling  approximately  $26.6 million at March 31, 2002,  retained by us to secure various
     guarantee obligations to us.

(4)  Renewal  options may be exercised  by the tenant or manager for all, but not less than all, of the hotels  within a
     pool.

(5)  Each lease or management contract provides for payment to us of a percentage of increases in total hotel sales over
     base year levels as additional rent or return.

(6)  Includes only hotels open for at least a full year as of January 1, 2002.
</FN>
</TABLE>


                                       16
<PAGE>

                          HOSPITALITY PROPERTIES TRUST

Item 3.  Quantitative  and  Qualitative  Disclosures  About  Market Risk (dollar
amounts in thousands)

We are exposed to risks  associated  with market changes in interest  rates.  We
manage our  exposure  to this  market  risk by  monitoring  available  financing
alternatives.  Our strategy to manage  exposure to changes in interest  rates is
unchanged  since  December  31, 2001.  Other than as  described  below we do not
foresee any  significant  changes in our  exposure to  fluctuations  in interest
rates or in how we plan to manage this exposure in the near future. At March 31,
2002, our outstanding debt included four issues of fixed rate,  senior unsecured
notes as follows:

<TABLE>
<CAPTION>
                           Interest Rate                                                           Total Interest
Principal Balance            Per Year            Maturity          Interest Payments Due          Expense Per Year
-----------------            --------            --------          ---------------------          ----------------
<S>                           <C>                  <C>                 <C>                           <C>
$115,000                       8.25%               2005                   Monthly                    $  9,488
 150,000                       7.00%               2008                Semi-Annually                   10,500
 150,000                       8.50%               2009                   Monthly                      12,750
  50,000                      9.125%               2010                Semi-Annually                    4,563
--------                                                                                              -------
$465,000                                                                                              $37,301
========                                                                                              =======
</TABLE>

No principal repayments are due under these notes until maturity.  Because these
notes bear interest at fixed rates,  changes in market interest rates during the
term of this debt will not affect our operating  results.  If at maturity  these
notes are  refinanced  at interest  rates which are 10% higher than shown above,
our per annum interest cost would increase by approximately  $3,730.  Changes in
the interest rate also affect the fair value of our debt obligations;  increases
in market  interest rates decrease the fair value of our fixed rate debt,  while
decreases  in market  interest  rates  increase the fair value of our fixed rate
debt.  Based on the balances  outstanding  as of March 31, 2002, a  hypothetical
immediate 10% change in interest  rates would change the fair value of our fixed
rate debt obligations by approximately $15,951.

Each of our fixed rate debt  arrangements  allows us to make repayments  earlier
than the stated maturity date. Our $115,000 8.25% notes due 2005 became callable
by us at par any time after  November 15, 2001. Our $150,000 8.5% notes due 2009
are callable by us at par any time after  December  15, 2002.  In other cases we
are  allowed  to make  prepayments  only at a  premium  to  face  value  that is
generally  designed  to  preserve  a  stated  yield to the  note  holder.  These
prepayment  rights  may  afford  us the  opportunity  to  mitigate  the  risk of
refinancing at maturity at higher rates by refinancing prior to maturity.

Our line of credit bears  interest at floating  rates and matures in 2005. As of
March  31,  2002,  we had zero  outstanding  and the  full  amount  of  $350,000
available for drawing under our revolving credit facility.  Our revolving credit
facility is  available  to purchase  hotels and for general  business  purposes.
Repayments  under our revolving  credit facility may be made at any time without
penalty.  Our  exposure  to  fluctuations  in  interest  rates may in the future
increase if we incur debt to fund future acquisitions or otherwise.  A change in
interest rates would not affect the value of our floating rate debt  obligations
but would  affect the  interest  which we must pay on this debt.  The  following
table shows the impact a 10% change in interest rates would have on our interest
expense for our floating rate debt currently outstanding:

<TABLE>
<CAPTION>
                                     Interest    Debt Outstanding  Annualized Interest     Impact of
Circumstance                           Rate                              Expense             Change
------------                           ----      ----------------        -------             ------
<S>                                   <C>            <C>                  <C>                <C>
Conditions at May 8, 2002             3.21%          $100,000             $3,210               --
A 10% increase                        3.53%          $100,000             $3,531              $321
A 10% decrease                        2.89%          $100,000             $2,889             ($321)
</TABLE>

The foregoing table shows the impact of an immediate change in floating interest
rates. If these changes occurred  gradually over time the impact would be spread
over time.

The interest rate market which has an impact upon us is the U.S. dollar interest
rate for corporate obligations,  including floating rate LIBOR based obligations
and fixed rate obligations.  We are unable to predict the direction or amount of
interest rate changes during the next year.  Also, we may incur  additional debt
at floating or fixed rates in the future,  which would  increase our exposure to
market changes in interest rates.


                                       17
<PAGE>

                          HOSPITALITY PROPERTIES TRUST


                            CERTAIN IMPORTANT FACTORS


THIS QUARTERLY REPORT ON FORM 10-Q CONTAINS STATEMENTS WHICH CONSTITUTE FORWARD-
LOOKING  STATEMENTS  WITHIN THE  MEANING OF THE  PRIVATE  SECURITIES  LITIGATION
REFORM ACT OF 1995 AND THE  SECURITIES  AND  EXCHANGE  ACT OF 1934,  AS AMENDED.
THOSE  STATEMENTS  APPEAR IN A NUMBER  OF  PLACES IN THIS FORM 10-Q AND  INCLUDE
STATEMENTS REGARDING OUR INTENT, BELIEF OR EXPECTATION, OR THE INTENT, BELIEF OR
EXPECTATION  OF OUR  TRUSTEES OR OUR OFFICERS  WITH RESPECT TO THE  DECLARATION,
TIMING  OR  PAYMENT  OF  DISTRIBUTIONS   OR  OBLIGATIONS,   INTEREST  RATE  RISK
MANAGEMENT, EXISTING AND FUTURE HOTEL INVESTMENTS, CAPITAL FINANCE, SEASONALITY,
THE IMPACT ON US AND OUR TENANTS REGARDING THE CURRENT DEPRESSED LEVEL OF TRAVEL
AND ITS IMPACT ON OUR REVENUES,  ACCOUNTING ESTIMATES AND OTHER MATTERS. READERS
ARE  CAUTIONED  THAT  FORWARD-LOOKING  STATEMENTS  ARE NOT  GUARANTEES OF FUTURE
PERFORMANCE  AND  INVOLVE  RISKS AND  UNCERTAINTIES.  ACTUAL  RESULTS MAY DIFFER
MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF
VARIOUS  FACTORS.  SUCH FACTORS  INCLUDE WITHOUT  LIMITATION  HOTEL ROOM DEMAND,
TERRORIST ACTIONS AFFECTING OUR HOTELS OR THE TRAVEL INDUSTRY GENERALLY, CHANGES
IN  FINANCING  TERMS,  OUR ABILITY OR  INABILITY  TO COMPLETE  ACQUISITIONS  AND
FINANCING  TRANSACTIONS,  OUR HOTELS' OR OUR TENANTS',  MANAGER'S OR GUARANTORS'
RESULTS  OF  OPERATIONS  AND  GENERAL  CHANGES  IN  ECONOMIC   CONDITIONS.   THE
INFORMATION CONTAINED IN THIS FORM 10-Q, AND INFORMATION IN OUR ANNUAL REPORT ON
FORM 10-K INCLUDING THE INFORMATION UNDER THE HEADINGS "BUSINESS AND PROPERTIES"
AND "MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS,"  IDENTIFIES  OTHER IMPORTANT  FACTORS THAT COULD CAUSE  DIFFERENCES
BETWEEN FORWARD-LOOKING STATEMENTS AND ACTUAL FUTURE RESULTS.



OUR AMENDED AND RESTATED  DECLARATION OF TRUST, DATED AUGUST 21, 1995, A COPY OF
WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE "DECLARATION"), IS FILED IN THE
OFFICE OF THE DEPARTMENT OF  ASSESSMENTS  AND TAXATION OF THE STATE OF MARYLAND,
PROVIDES  THAT THE NAME  "HOSPITALITY  PROPERTIES  TRUST" REFERS TO THE TRUSTEES
UNDER  THE  DECLARATION  COLLECTIVELY  AS  TRUSTEES,  BUT  NOT  INDIVIDUALLY  OR
PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER,  EMPLOYEE OR AGENT OF THE
TRUST SHALL BE HELD TO ANY PERSONAL  LIABILITY,  JOINTLY OR  SEVERALLY,  FOR ANY
OBLIGATION OF, OR CLAIM AGAINST,  THE TRUST. ALL PERSONS DEALING WITH THE TRUST,
IN ANY WAY,  SHALL LOOK ONLY TO THE  ASSETS OF THE TRUST FOR THE  PAYMENT OF ANY
SUM OR THE PERFORMANCE OF ANY OBLIGATION.


                                       18
<PAGE>

                          HOSPITALITY PROPERTIES TRUST

PART II           Other Information

Item 2.  Changes in Securities and Use of Proceeds

On March 14, 2002, we issued 21,658 common shares in payment of an incentive fee
of $619,351 for  services  rendered by REIT  Management & Research  LLC, or RMR,
during 2001 based upon a per common share price of $28.597. As further described
in our 2001 Form  10-K,  the  Company  has an  agreement  with RMR  whereby  RMR
provides  investment,  management  and  administrative  services to the Company.
These  restricted   securities  were  issued  pursuant  to  the  exemption  from
registration  provided  under  Section 4(2) of the  Securities  Act of 1933,  as
amended.

On May 7, 2002,  pursuant to the Company's 1995 Incentive Share Award Plan, each
of the  Company's  three  independent  trustees  received  a grant of 300 common
shares valued at $34.20 per common share, the closing price of the common shares
on the New York Stock  Exchange on May 7, 2002. The grants were made pursuant to
the exemption from registration  contained in Section 4(2) of the Securities Act
of 1933, as amended.


Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

         12.1     Computation of Ratio of Earnings to Fixed Charges

         12.2     Computation of Ratio of Earnings to Combined Fixed Charges and
                  Preferred Distributions

(b)      Reports on Form 8-K

         (i)      Current  Report on Form 8-K, dated March 15, 2002 (filed March
                  18, 2002),  reporting  our audited  financial  statements  and
                  related  schedule for the years ended December 31, 2001, 2000,
                  and 1999, and filing a related  accountants'  consent (Items 5
                  and 7).


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<PAGE>

                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                 HOSPITALITY PROPERTIES TRUST


                                 /s/Thomas M. O'Brien
                                 ----------------------------------------------
                                          Thomas M. O'Brien
                                          Treasurer and Chief Financial Officer
                                             (authorized officer and principal
                                              financial officer)
                                          Date: May 10, 2002


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