

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

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

                  For the quarterly period ended June 30, 2002
                                       OR
     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

         For the transition period from ______________ to ______________

                         Commission File Number 1-11527

                          HOSPITALITY PROPERTIES TRUST
             (Exact Name of Registrant as Specified in Its Charter)


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


                400 Centre Street, Newton, Massachusetts   02458
                (Address of principal executive offices) (Zip code)


                                  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 August 8, 2002
--------------------------------------                        -----------------
Common shares of beneficial
 interest, $0.01 par value per share                          62,547,348





<PAGE>


<TABLE>
<CAPTION>
                                     HOSPITALITY PROPERTIES TRUST

                                              FORM 10-Q

                                            June 30, 2002


                                                 INDEX

<S>                                                                                                   <C>
      PART I         Financial Information (Unaudited)                                                Page

                     Item 1.  Financial Statements

                         Condensed Consolidated Balance Sheet - June 30, 2002 and
                           December 31, 2001..................................................         3

                         Consolidated Statement of Income - Three and Six Months Ended
                           June 30, 2002 and 2001.............................................         4

                         Condensed Consolidated Statement of Cash Flows - Six Months
                           Ended June 30, 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...........         20

                         Certain Important Factors............................................         21

      PART II        Other Information

                     Item 2.

                         Changes in Securities and Use of Proceeds............................         22

                     Item 4.

                         Submission of Matters to a Vote of Security Holders..................         22

                     Item 6.

                         Exhibits and Reports on Form 8-K.....................................         22

                     Signatures...............................................................         23
</TABLE>


                                       2
<PAGE>

PART I            Financial Information

Item 1. Financial Statements

<TABLE>
<CAPTION>
                                              HOSPITALITY PROPERTIES TRUST

                                          CONDENSED CONSOLIDATED BALANCE SHEET
                                   (in thousands, except share and per share amounts)


                                                                          June 30,               December 31,
                                                                            2002                     2001
                                                                       ----------------         ---------------
                                                                         (unaudited)              (audited)

<S>                                                                    <C>                      <C>
ASSETS

Real estate properties, at cost.................................       $    2,778,761           $   2,629,153
Accumulated depreciation........................................             (407,320)               (363,329)
                                                                       ----------------         ---------------
                                                                            2,371,441               2,265,824

Cash and cash equivalents.......................................                  487                  38,962
Restricted cash (FF&E reserve)..................................               45,873                  39,913
Other assets, net...............................................               16,075                  10,265
                                                                       ----------------         ---------------
                                                                       $    2,433,876           $   2,354,964
                                                                       ================         ===============


LIABILITIES AND SHAREHOLDERS' EQUITY

Senior notes, net of discount...................................       $      464,798           $     464,781
Revolving credit facility.......................................               98,000                      --
Security and other deposits.....................................              271,129                 263,983
Other liabilities...............................................               17,986                  21,681
                                                                       ----------------         ---------------
                                                                              851,913                 750,445
                                                                       ----------------         ---------------

Shareholders' equity:
    Series A preferred shares, 9.5% 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,
      62,547,348 and 62,515,940 issued and outstanding,
      respectively..............................................                  625                     625
    Additional paid-in capital..................................            1,668,230               1,667,256
    Cumulative net income.......................................              642,484                 573,663
    Cumulative preferred distributions..........................              (22,919)                (19,356)
    Cumulative common distributions.............................             (778,664)               (689,876)
                                                                       ----------------         ---------------
      Total shareholders' equity................................            1,581,963               1,604,519
                                                                       ----------------         ---------------
                                                                       $    2,433,876           $   2,354,964
                                                                       ================         ===============
</TABLE>







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


                                       3
<PAGE>

<TABLE>
<CAPTION>
                                              HOSPITALITY PROPERTIES TRUST

                                            CONSOLIDATED STATEMENT OF INCOME
                                   (in thousands, except per share amounts, unaudited)


                                                Three Months Ended June 30,             Six Months Ended June 30,
                                             ---------------------------------     ------------------------------------
                                                  2002               2001               2002                2001
                                             ---------------    --------------     ---------------    -----------------

<S>                                            <C>                <C>                <C>                <C>
Revenues:
   Rental income........................       $  62,082          $  60,114          $ 120,429          $ 119,516
   Hotel operating revenues.............          20,310              2,783             38,449              2,783
   FF&E reserve income..................           5,669              7,145             10,935             13,554
   Interest income......................              54                 97                236                459
                                             ---------------    --------------     ---------------    -----------------
       Total revenues...................          88,115             70,139            170,049            136,312
                                             ---------------    --------------     ---------------    -----------------

Expenses:
   Hotel operating expenses.............          13,229              1,855             24,398              1,855
   Interest (including amortization of
     deferred financing costs of $718,
     $604, $1,323, and $1,207,
     respectively)......................          11,066             10,520             21,113             20,706
   Depreciation and amortization........          24,186             22,491             47,920             44,629
   General and administrative...........           4,144              3,845              7,797              7,606
                                             ---------------    --------------     ---------------    -----------------
       Total expenses...................          52,625             38,711            101,228             74,796
                                             ---------------    --------------     ---------------    -----------------

Net income..............................          35,490             31,428             68,821             61,516
Preferred distributions.................           1,781              1,781              3,563              3,563
                                             ---------------    --------------     ---------------    -----------------
Net income available for common
  shareholders..........................       $  33,709          $  29,647          $  65,258          $  57,953
                                             ===============    ==============     ===============    =================

Weighted average common shares
  outstanding...........................          62,538             56,507             62,529             56,501
                                             ===============    ==============     ===============    =================


Basic and diluted earnings per common share:
    Net income available for common
       shareholders.....................       $    0.54          $    0.52            $  1.04            $  1.03
                                             ===============    ==============     ===============    =================
</TABLE>










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


                                       4
<PAGE>

<TABLE>
<CAPTION>
                                              HOSPITALITY PROPERTIES TRUST

                                     CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                (in thousands, unaudited)



                                                                                          Six Months Ended June 30,
                                                                                   ----------------------------------------
                                                                                         2002                  2001
                                                                                   ------------------    ------------------

<S>                                                                                <C>                   <C>
Cash flows from operating activities:
   Net income............................................................              $     68,821          $     61,516
   Adjustments to reconcile net income to cash provided by operating
       activities:
       Depreciation and amortization.....................................                    47,920                44,629
       Amortization of deferred financing costs as interest..............                     1,323                 1,207
       FF&E reserve income and deposits..................................                   (12,932)              (13,690)
       Deferred percentage rent..........................................                     1,306                 2,983
       Net change in assets and liabilities..............................                    (5,357)                2,899
                                                                                   ------------------    ------------------
           Cash provided by operating activities.........................                   101,081                99,544
                                                                                   ------------------    ------------------

Cash flows from investing activities:
   Real estate acquisitions..............................................                  (146,565)             (158,925)
   Increase in security and other deposits...............................                     7,146                 5,956
                                                                                   ------------------    ------------------
           Cash used in investing activities.............................                  (139,419)             (152,969)
                                                                                   ------------------    ------------------

Cash flows from financing activities:
   Distributions to common shareholders...................................                  (88,788)              (79,085)
   Distributions to preferred shareholders................................                   (3,563)               (3,563)
   Draws on revolving credit facility.....................................                  133,000               150,000
   Repayment of revolving credit facility.................................                  (35,000)              (38,000)
   Finance costs..........................................................                   (5,786)                 (401)
                                                                                   ------------------    ------------------
           Cash (used in) provided by financing activities................                     (137)               28,951
                                                                                   ------------------    ------------------

Decrease in cash and cash equivalents.....................................                  (38,475)              (24,474)
Cash and cash equivalents at beginning of period..........................                   38,962                24,601
                                                                                   ------------------    ------------------
Cash and cash equivalents at end of period................................             $        487          $        127
                                                                                   ==================    ==================

Supplemental cash flow information:
       Cash paid for interest.............................................             $     19,635          $     19,294
Non-cash investing and financing activities:
       Property managers' deposits in FF&E reserve........................                   11,727                12,621
       Purchases of fixed assets with FF&E reserve........................                   (6,972)               (7,413)
       Real estate acquired in an exchange................................                  (28,914)                   --
       Real estate disposed of in an exchange.............................                   28,914                    --
</TABLE>





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


                                       5
<PAGE>
                          HOSPITALITY PROPERTIES TRUST

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
             (dollar amounts in thousands, except per share amounts)


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 sales  thresholds have been met or exceeded.  Percentage
rent  deferred for the three and six months  ended June 30,  2002,  was $641 and
$1,306, respectively,  and for the three and six months ended June 30, 2001, was
$1,288 and $2,983, respectively. Some of our hotels are leased to a taxable REIT
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  May  23,  2002,  we  paid a  $0.71  per  share  distribution  to our  common
shareholders  for the quarter ended March 31, 2002. On July 1, 2002, we declared
a distribution of $0.72 per share to be paid to common shareholders of record on
July 24, 2002. This distribution will be paid on or about August 22, 2002.

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

On May 7, 2002,  our three  independent  trustees  each were  awarded 300 common
shares as part of their annual compensation.  These shares vest immediately.  On
June 28, 2002, 8,850 common shares were granted to our officers and employees of
our  advisor,  REIT  Management & Research  LLC.  One-third of these shares vest
immediately,  and one-third vests on each of the first and second  anniversaries
of the award.

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

Note 3.  Indebtedness

Our credit  facility  matures in June 2005 and may be  extended at our option to
June 2006 upon our payment of an extension fee. This 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 is payable at a spread above LIBOR.

On July 8, 2002,  we issued  $125,000 of 6.85%  senior  notes,  due July 2012. A
portion of the net proceeds of $124,106 were used to repay the then  outstanding
balance of our revolving credit facility.

On July 18,  2002,  we prepaid our  $115,000 of 8.25%  senior notes due November
2005.  These notes were  prepaid at par with cash on hand and  borrowing  on our
revolving credit facility. In connection with this early repayment, we expect to
recognize an extraordinary loss on early extinguishment of debt of $1,600 in the
2002 third quarter  related to the write-off of unamortized  deferred  financing
costs.

                                       6
<PAGE>
                          HOSPITALITY PROPERTIES TRUST

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
             (dollar amounts in thousands, except per share amounts)

Note 4.  Real Estate Properties

In April 2002,  we purchased 21 hotels for $145,000.  These 21 hotels,  combined
with 36 Candlewood Suites hotels we previously owned, are leased to a subsidiary
of Candlewood Hotel Company, Inc. through the end of 2018.

During the six months ended June 30,  2002,  we funded  improvements  at certain
hotels for $1,560,  which led to an increase in the annual  minimum  rent due to
us.

In March,  April and June 2002,  we exercised  options to exchange  three hotels
with  one of our  tenants.  We  acquired  a hotel  in each  of Mt.  Laurel,  NJ,
Chantilly,  VA, and Utica,  MI, in exchange for a hotel in each of  Albuquerque,
NM, Alpharetta, GA and Las Colinas, TX. These exchange options were exercised at
no cost to us. No gain or loss was recognized on these non-monetary exchanges.

Note 5.  Significant Tenant

At June 30, 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 19% (20% at December 31,
2001) of our investments,  at cost. The following  results of operations for the
twenty-four weeks ended June 14, 2002 and June 15, 2001, and summarized  balance
sheet data of HMH HPT  Courtyard  LLC as provided by Host are  included  here in
compliance  with  applicable  accounting  and  disclosure   regulations  of  the
Securities and Exchange Commission.
<TABLE>
<CAPTION>
                                                  HMH HPT Courtyard LLC
                                       (a subsidiary of Host Marriott Corporation)

                                                           Twenty-four weeks ended         Twenty-four weeks ended
                                                                June 14, 2002                   June 15, 2001
                                                                 (unaudited)                     (unaudited)
                                                          ---------------------------     --------------------------
<S>                                                       <C>                             <C>
   Revenues:
            Rental income(1)..........................             $ 23,204                        $ 23,222
            Interest income...........................                  137                             164
            Amortization of deferred gain.............                1,328                           1,328
                                                          ---------------------------     --------------------------
               Total revenues.........................               24,669                          24,714
                                                          ---------------------------     --------------------------

   Expenses:
            Base and percentage rent expense..........               24,129                          24,986
            Corporate expenses........................                  923                             926
            Other expenses............................                   67                              68
                                                          ---------------------------     --------------------------
               Total expenses.........................               25,119                          25,980
                                                          ---------------------------     --------------------------
              Income (loss) before taxes..............                 (450)                         (1,266)
              Provision for income taxes..............                   --                              --
                                                          ---------------------------     --------------------------

              Net (loss) income.......................             $   (450)                       $ (1,266)
                                                          ===========================     ==========================

<CAPTION>
                                                                June 14, 2002                 December 31, 2001
                                                                 (unaudited)                      (audited)
                                                          ---------------------------     --------------------------
<S>                                                       <C>                             <C>
            Assets....................................            $  67,926                       $  67,224
            Liabilities...............................               37,690                          36,538
            Equity....................................               30,236                          30,686

<FN>
     (1)  Percentage  rental  revenue of $1,518 and $5,068 for the  twenty-four  weeks ended June 14, 2002 and
          June 15, 2001,  respectively,  was deferred in  accordance  with SAB 101 and is included as deferred
          rent in liabilities on the balance  sheet.  Percentage  rent will be recognized as income during the
          year once specified hotel sales thresholds are achieved.
</FN>
</TABLE>
                                       7
<PAGE>

                          HOSPITALITY PROPERTIES TRUST

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
             (dollar amounts in thousands, except per share amounts)


At June 30, 2002, CCMH Courtyard I LLC, a 100% owned special purpose subsidiary
of Barcelo-Crestline Corporation ("Barcelo-Crestline"), is the sublessee of the
53 Courtyard by Marriott(R) properties discussed above. The following results of
operations for the twenty-four weeks ended June 14, 2002 and June 15, 2001, and
summarized balance sheet data of CCMH Courtyard I LLC, as provided by
Barcelo-Crestline, are included here in compliance with applicable accounting
and disclosure regulations of the Securities and Exchange Commission.

<TABLE>
<CAPTION>
                                                  CCMH Courtyard I LLC
                                           (a subsidiary of Barcelo-Crestline)

                                                               Twenty-four weeks          Twenty-four weeks
                                                                     ended                      ended
                                                                 June 14, 2002              June 15, 2001
                                                                  (unaudited)                (unaudited)
                                                             -----------------------    -----------------------
<S>                                                          <C>                        <C>
       Revenues:
            Hotels:
                Rooms...................................             $  87,997                  $ 102,905
                Food and beverage.......................                 5,840                      6,942
                Other...................................                 2,190                      3,175
                                                             -----------------------    -----------------------
                       Total hotel revenues.............                96,027                    113,022
                                                             -----------------------    -----------------------
       Operating costs and expenses:
             Hotels:
                Property-level costs and expenses:
                    Rooms...............................                19,182                     22,154
                    Food and beverage...................                 4,698                      6,131
                    Other...............................                33,996                     38,343
                Other operating costs and expenses:
                    Management fees.....................                10,383                     14,682
                    Lease expense.......................                24,389                     28,252
                                                             -----------------------    -----------------------
                       Total hotel expenses.............                92,648                    109,562

                                                             -----------------------    -----------------------
                    Operating profit....................                 3,379                      3,460

       Corporate expenses...............................                  (167)                      (148)
       Interest expense.................................                  (121)                      (120)
       Interest income..................................                   778                        146
                                                             -----------------------    -----------------------
       Income before income taxes.......................                 3,869                      3,338
       Income taxes.....................................                (1,509)                    (1,335)
                                                             -----------------------    -----------------------
       Net income.......................................             $   2,360                  $   2,003
                                                             =======================    =======================

<CAPTION>
                                                                 June 14, 2002            December 31, 2001
                                                                  (unaudited)                 (audited)
                                                             -----------------------    -----------------------
<S>                                                          <C>                        <C>
       Assets...........................................             $  37,281                  $  34,670
       Liabilities......................................                 8,814                      8,563
       Equity...........................................                28,467                     26,107
</TABLE>


                                       8
<PAGE>

                          HOSPITALITY PROPERTIES TRUST

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
             (dollar amounts in thousands, except per share amounts)


Operating results for these 53 Courtyard by Marriott(R) properties derived from
data provided by Host and Barcelo-Crestline are detailed below:

<TABLE>
<CAPTION>
                                                               Twenty-four weeks          Twenty-four weeks
                                                                     ended                      ended
                                                                 June 14, 2002              June 15, 2001
                                                                  (unaudited)                (unaudited)
                                                             -----------------------    -----------------------
<S>                                                          <C>                        <C>
       Total hotel sales:
                Rooms...................................             $  87,997                  $ 102,905
                Food and beverage.......................                 5,840                      6,942
                Other...................................                 2,190                      3,175
                                                             -----------------------    -----------------------
                Total hotel sales.......................                96,027                    113,022
                                                             -----------------------    -----------------------
       Expenses:
                Rooms...................................                19,182                     22,154
                Food and beverage.......................                 4,698                      6,131
                Other operating departments.............                   765                        704
                General and administrative..............                 9,937                     11,290
                Utilities...............................                 3,612                      4,375
                Repairs, maintenance and accidents......                 3,583                      4,336
                Marketing and sales.....................                 3,498                      3,611
                Chain services..........................                 2,017                      2,374
                FF&E escrow deposits....................                 4,801                      5,651
                Real estate tax.........................                 4,208                      4,240
                Land rent...............................                   878                        979
                System fees.............................                 2,881                      3,391
                Other costs.............................                   697                        783
                                                             -----------------------    -----------------------
                Total departmental expenses.............                60,757                     70,019

                                                             -----------------------    -----------------------
       Hotel revenues in excess of property-level costs
         and expenses...................................             $  35,270                  $  43,003
                                                             =======================    =======================
</TABLE>

Hotel revenues in excess of property-level costs and expenses, shown above,
represent hotel-level cash flows after costs which are paid in priority to
minimum rent due to us for this lease of $23,694 and $23,643 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.

The following discussion should be read in conjunction with our Annual Report on
Form 10-K.

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 business  travel.  These declines are in addition to 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,  including  during the second  quarter of 2002, in the
operating performance of our hotels versus comparable periods in the prior year.
As of June  30,  2002,  all of our rent  payments  are  current  and none of our
tenants or managers have  indicated a need for relief under our  agreements as a
result of these  circumstances.  As described  below,  our leases and  operating
agreements contain security features, such as guarantees,  which are intended to
protect payment of minimum rents and returns to us in accordance with our leases
and agreements  regardless of hotel performance.  However,  the effectiveness 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
payment obligations to us, our revenues will decline.

Leases and Operating Agreements

All of our 251 hotels are leased to or  operated by third  parties.  Each of our
hotels  is  included  in one of nine  groups  of  hotels  of  between  12 and 57
properties. These groups are each operated under a single or pooled agreement by
a third party as tenant or manager for an initial term expiring between 2010 and
2019. The agreements  contain renewal options for all, but not less than all, of
the related properties,  and the renewal terms total 20-48 years. Each agreement
requires  the  third-party  lessee  or  operator  to:  pay all  operating  costs
associated  with the  hotels;  deposit a  percentage  of total  hotel sales into
reserves  established  for  the  regular  refurbishment  of  our  hotels  ("FF&E
Reserves");  make payments to us of minimum rents or returns;  and make payments
to us of  additional  returns  equal to 5%-10% of increases in total hotel sales
over sales during a specified base year.  Each third party has posted a security
or  performance  deposit with us generally  equal to one year's  minimum rent or
return.

Of our 251  hotels,  235 are  leased to third  parties  and 16 are  operated  by
affiliates  of Marriott  under a long-term  management  contract  which began in
2001. These 16 hotels are leased to a 100% owned taxable REIT subsidiary of ours
as allowed by the tax laws  applicable  to REITs.  Of the 16 hotels now operated
under this management  contract,  12 were  previously  leased by us to Marriott.
Prior to the  commencement  of this  management  contract we  recognized  rental
income for these 12 hotels.  Subsequent to the  commencement  of this management
contract,  hotel operating revenues and expenses from these hotels are reflected
in our  consolidated  financial  statements.  These 16 hotels are pooled with 19
other hotels which will continue to be leased to Marriott until Marriott  elects
to operate them under the new management agreement.  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. The 19 hotels now leased to Marriott are
expected to transfer

                                       10
<PAGE>

                          HOSPITALITY PROPERTIES TRUST

into this  arrangement  from time to time over the next two years, but not later
than June 30, 2004. As hotels are transferred into this new arrangement, we will
cease to recognize rental income and begin to recognize hotel operating revenues
and  expenses  related to these  hotels.  We do not expect that this change will
have any impact on our net income or cash available for distribution.

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

Three Months Ended June 30, 2002 versus 2001

Total revenues for the 2002 second  quarter were $88,115,  a 25.6% increase over
revenues of $70,139 for the 2001 second quarter.  This increase is primarily due
to our management  arrangement with Marriott discussed above, which requires our
recognition  of total hotel sales for 16 of our hotels during the 2002 period as
hotel operating  revenue.  Additionally,  rental income increased to $62,082 for
the 2002  second  quarter  from  $60,114  in the 2001  period,  a result  of our
acquisition  of 23 hotels  since the end of the 2001  first  quarter,  which was
partially  offset by minimum  rental  income  recognized  in the 2001 period for
hotels which  subsequently  began to be leased to our taxable  REIT  subsidiary.
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 second  quarter was $5,669,  a 20.7%  decrease from
FF&E reserve income of $7,145 for the 2001 second quarter.  This decrease is due
primarily to the commencement of our management  arrangement with Marriott which
requires us to fund the reserves from our hotel  operating  revenues and reduced
levels of hotel sales.  Interest  income for the 2002 second  quarter was $54, a
44.3%  decrease from interest  income of $97 for the 2001 second  quarter.  This
decrease was due to a lower  average cash balance and a lower  average  interest
rate during the 2002 period.

Total expenses for the 2002 second  quarter were $52,625,  a 35.9% increase over
total  expenses  of $38,711  for the 2001 second  quarter.  The  increase is due
primarily to our recognition of hotel operating expenses, as discussed above, as
well as general  increases in our operating  expenses  related to our additional
investments in hotel properties over the last twelve months. 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.  Operating  expenses  realized  from the hotels
under this  agreement  were  $13,229  during the 2002 second  quarter and $1,855
during the partial 2001 period.

Interest  expense for the 2002 second quarter was $11,066,  a 5.2% increase over
interest  expense of $10,520  for the 2001  second  quarter.  The  increase  was
primarily  due to higher  average  borrowings  offset to some  extent by a lower
weighted  average  interest  rate  during  the  2002  period.  Depreciation  and
amortization  expense for the 2002 second  quarter was $24,186,  a 7.5% increase
over  depreciation  and  amortization  expense  of $22,491  for the 2001  second
quarter.  This increase was due principally to the impact of the depreciation of
27 hotels  acquired  subsequent to April 1, 2001, and the 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 second quarter was $4,144, a 7.8% increase from general and  administrative
expense of $3,845 in the 2001 second  quarter.  This increase is due principally
to the impact of additional hotel investments during 2001 and 2002.

Net income for the 2002 second  quarter was $35,490,  a 12.9%  increase over net
income of $31,428 for the 2001 second quarter. The increase was primarily due to
increased  rental  income from new  investments  and increased net revenues over
expenses from hotels  operated  under our management  arrangement  with Marriott
partially  offset by a decrease in FF&E reserve income and increases in interest
and depreciation expenses.

Net income  available for common  shareholders  for the 2002 second  quarter was
$33,709,  or $0.54 per share,  a 13.7%  increase,  or 3.8% on a per share basis,
over net income  available  for common  shareholders  of  $29,647,  or $0.52 per
share, for the 2001 second quarter.  This increase  resulted from the investment
and operating activity discussed above. The per share amount was affected by our
issuance of 6,000,000 common shares in August 2001.


                                       11
<PAGE>
                          HOSPITALITY PROPERTIES TRUST

Cash  Available for  Distribution,  or CAD, for the second  quarters of 2002 and
2001 is derived as follows:
<TABLE>
<CAPTION>
                                                                             2002                  2001
                                                                        ---------------       ---------------
<S>                                                                     <C>                   <C>
        Net income available for common shareholders                        $ 33,709              $ 29,647

        Add:      Depreciation and amortization                               24,186                22,491
                  Deferred percentage rents                                      641                 1,288
                  Non-cash  expenses,  primarily  amortization of
                  deferred financing costs as interest                         1,099                   949

        Less:     FF&E Reserves (1)                                            6,723                 7,281
                                                                        ---------------       ---------------
        Cash Available for Distribution                                     $ 52,912              $ 47,094
                                                                        ===============       ===============
<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
          $5,669 and $7,145 for the 2002 and 2001 second quarters,  respectively, of tenant deposits into FF&E
          reserve escrow accounts owned by us, which are subtracted from net income in determining CAD because
          these amounts are not available to us for  distributions to shareholders.  The FF&E Reserves amounts
          shown here also include  $1,054 and $136 for the 2002 and 2001 periods,  respectively,  of our hotel
          operating revenues,  which we have escrowed for routine capital improvements for the 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
          $3,959 and $3,967,  respectively,  and are not removed  here  because  they are not  included in our
          income.
</FN>
</TABLE>
CAD for the 2002  second  quarter  was  $52,912,  a 12.4%  increase  over CAD of
$47,094 for the 2001 second quarter. This increase was due primarily to the full
quarter  impact of our 2001  acquisition  of six hotels  subsequent  to April 1,
2001, the impact of our  acquisition of 21 hotels during the 2002 second quarter
offset by  increases  in interest  and general and  administrative  expenses,  a
decrease  in  interest  income as  discussed  above and a decrease  in  deferred
percentage rents.

Six Months Ended June 30, 2002 versus 2001

Total revenues for the first six months of 2002 were $170,049,  a 24.7% increase
over  revenues of $136,312  for the first six months of 2001.  This  increase is
primarily due to our management arrangement with Marriott discussed above, which
requires our  recognition  of total hotel sales for 16 of our hotels  during the
2002 period as hotel operating revenue. Additionally, rental income in the first
six months of 2002  increased to $120,429  from  $119,516  during the 2001 first
half, as a result of our  acquisition  of 25 hotels since  January 1, 2001,  the
majority of which was offset by rental income  recognized in the 2001 period for
hotels which  subsequently  began to be leased to our taxable  REIT  subsidiary.
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 first half of 2002 was $10,935,  a 19.3%  decrease  from
FF&E  reserve  income of  $13,554  for the 2001  period.  This  decrease  is due
primarily to the commencement of our management  arrangement with Marriott which
requires us to fund the reserves from our hotel  operating  revenues and reduced
levels of hotel  sales.  Interest  income for the 2002 period was $236,  a 48.6%
decrease from interest income of $459 for the 2001 period. This decrease was due
to a lower  average cash balance and a lower  average  interest  rate during the
2002 period.

Total expenses for the first six months of 2002 were $101,228,  a 35.3% increase
over  total  expenses  of  $74,796  for the 2001  period.  The  increase  is due
primarily to our recognition of hotel operating expenses, as discussed above, as
well as increases in operating expenses related to our additional investments in
hotel properties in 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.  Operating  expenses realized from the hotels under this agreement were
$24,398  during the first six months of 2002 and $1,855  during the partial 2001
period.

                                       12
<PAGE>
                          HOSPITALITY PROPERTIES TRUST

Interest  expense for the first half of 2002 was $21,113,  a 2.0%  increase over
interest  expense of $20,706 for the 2001 first half. The increase was primarily
due to  higher  average  borrowings  offset to some  extent by a lower  weighted
average  interest  rate during the 2002 period.  Depreciation  and  amortization
expense  for the first six  months of 2002 was  $47,920,  a 7.4%  increase  over
depreciation  and  amortization  expense of $44,629  for the 2001  period.  This
increase  was due  principally  to the impact of the  depreciation  of 29 hotels
acquired  subsequent  to  January 1, 2001,  and the  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 half was $7,797, a 2.5% increase from general and  administrative  expense
of $7,606 in the 2001 first half. This increase is due principally to the impact
of additional hotel  investments  during 2001 and 2002, offset to some extent by
previously  unanticipated  reimbursement  of amounts  expensed in a prior period
related to a potential acquisition during the first half of 2002.

Net income for the first half of 2002 was $68,821,  an 11.9%  increase  over net
income of  $61,516  for the 2001  period.  The  increase  was  primarily  due to
increased rental income from new investments and net revenues over expenses from
hotels operated under our management arrangement with Marriott, partially offset
by  decreases in FF&E  reserve and  interest  income and  increases in interest,
depreciation and general and administrative expenses.

Net  income  available  for  common  shareholders  for the 2002  first  half was
$65,258,  or $1.04 per share,  a 12.6%  increase,  or 1.0% on a per share basis,
over net income  available  for common  shareholders  of  $57,953,  or $1.03 per
share,  for the 2001 first half. This increase  resulted from the investment and
operating  activity  discussed  above.  The per share amount was affected by our
issuance of 6,000,000 common shares in August 2001.

Cash  Available for  Distribution,  or CAD, for the first six months of 2002 and
2001 is derived as follows:
<TABLE>
<CAPTION>
                                                                             2002                  2001
                                                                        ---------------       ---------------
<S>                                                                     <C>                   <C>
        Net income available for common shareholders                        $ 65,258              $ 57,953

        Add:      Depreciation and amortization                               47,920                44,629
                  Deferred percentage rents                                    1,306                 2,983
                  Non-cash  expenses,  primarily  amortization of
                  deferred financing costs as interest                         2,084                 1,896

        Less:     FF&E Reserves (1)                                           12,932                13,690
                                                                        ---------------       ---------------
        Cash Available for Distribution                                     $103,636              $ 93,771
                                                                        ===============       ===============
<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
          $10,935 and $13,554 for the first half of 2002 and 2001, respectively,  of tenant deposits into FF&E
          reserve escrow accounts owned by us, which are subtracted from net income in determining CAD because
          these amounts are not available to us for  distributions to shareholders.  The FF&E Reserves amounts
          shown here also include  $1,997 and $136 for the 2002 and 2001  periods,  respectively  of our hotel
          operating revenues,  which we have escrowed for routine capital improvements for the 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
          $7,398 and $7,826,  respectively,  and are not removed  here  because  they are not  included in our
          income.
</FN>
</TABLE>
CAD for the 2002 first half was $103,636,  a 10.5%  increase over CAD of $93,771
for the 2001 period.  This  increase was due primarily to the full impact of our
acquisition of eight hotels during 2001,  the partial impact of our  acquisition
of 21 hotels during the 2002 second  quarter offset by increases in interest and
general and administrative  expenses, a decrease in interest income as discussed
above and a decrease in deferred percentage rents.

                                       13
<PAGE>
                          HOSPITALITY PROPERTIES TRUST

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

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. As of June 30, 2002,  obligations to us by our tenants and managers of
58.2% 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 combined  total hotel sales less total hotel expenses and
required  FF&E  reserve  payments  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 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. Coverage for our
hotels is  presented in the table on pages 17 and 18. Eight of nine of our hotel
pools, representing 227 hotels, generated coverage of at least 1.0x during 2001,
and five hotel pools,  representing  120 hotels  generated  coverage of at least
1.0x during  their first two fiscal  quarters of 2002.  If a hotel pool does not
generate coverage of at least 1.0x, our tenant or operator must supplement hotel
operating  results to make the minimum  payments due us to prevent default under
the agreements.  In addition, 153 hotels we own in five pools are operated under
leases or management  agreements which are guaranteed by the parent companies of
our tenant or operator.  More detail  regarding  coverage,  guarantees and other
security  features is  presented in the table on pages 17 and 18. As of June 30,
2002,  all  payments  due us,  including  those  payments  due  under  leases or
operating  agreements whose hotels have generated less than 1.0x coverage during
2002,  are current and none of our tenants or managers have indicated a need for
relief of their obligations.  Guarantee or supplemental  payments to us, if any,
made  under any of our leases or  management  agreements,  do not  subject us to
repayment obligations.

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.  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 first half of 2002,  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  $2,315.  This  amount  is
reflected as a reduction to hotel operating expenses for the 2002 first half.

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 leased to our taxable REIT  subsidiary and operated by Marriott.  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
our  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 June 30, 2002, there was approximately  $62,458 on deposit in these escrow
accounts of which  $45,873 was held  directly by us and reflected on our balance
sheet as restricted cash. The remaining $16,585 is held in accounts owned by our
tenants and is not reflected on our balance  sheet.  During the first six months
of 2002,  $20,330 was  deposited  into these  accounts  and $11,740 was spent to
renovate and refurbish our properties.

                                       14
<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 maintain a revolving credit facility
with a group of commercial banks. The credit facility in effect at the beginning
of 2002 expired in March 2002. Our 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 June  30,  2002,  we had  $487 of  cash  and  cash  equivalents  and  $98,000
outstanding  on our 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.

On July 8, 2002,  we issued  $125,000  of 6.85%  senior  notes due July 2012.  A
portion of the net proceeds of $124,106 from this offering was used to repay the
then outstanding balance of our revolving credit facility.

On July 18,  2002,  we  redeemed  at par  $115,000 of 8.25%  senior  notes,  due
November  2005,  using cash on hand and  borrowings  under our revolving  credit
facility.  As of August 8, 2002,  we have $62,000  outstanding  on our revolving
credit  facility and $288,000  available to fund our  investment  and  financing
activities.

We have no debt which  matures in the next  twelve  months and no  principal  or
sinking-fund  payments in the next twelve  months.  After  giving  effect to the
issuance and  redemption of senior notes in July 2002,  our debts (besides those
incurred under our credit facility) had maturities as follows: $150,000 in 2008;
$150,000 in 2009;  $50,000 in 2010;  and  $125,000  in 2012.  None of these debt
obligations  require principal or sinking-fund  payments prior to their maturity
date.

To the extent we borrow on our credit facility and, as the maturity dates of our
credit  facility and term debt  approach  over the longer term,  we will explore
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  for  issuance of  securities  having an  aggregate  initial  value of
$2,800,000;  the  Securities  and Exchange  Commission,  or SEC,  declared  this
registration  effective  on  March  20,  2002.  As of  August  8,  2002,  we had
$2,675,000 available on our shelf registration.  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,  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 June 30, 2002, were $2,433,923,  an increase of 3.4% from
$2,354,964  as of  December  31,  2001.  The  increase  resulted  primarily  the
acquisition of 21 hotels in 2002, offset to some extent by depreciation  expense
accrued,  lower cash balances and distributions paid to shareholders  during the
six months ended June 30, 2002.

A common share  distribution  of $0.71 per common share declared with respect to
the first quarter 2002 results was paid in May 2002. A distribution  of $0.59375
per  preferred  share for second  quarter  2002 was paid in June 2002.  A common
share  distribution  of $0.72 per common share  declared  with respect to second
quarter 2002 results will be paid to shareholders in August 2002.

Debt Covenants

Our debt  obligations  at June 30, 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 its  supplements  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 June 30,
2002,  we were in compliance  with all of our covenants  under our indenture and
its supplements and our credit facility.

                                       15
<PAGE>
                          HOSPITALITY PROPERTIES TRUST

Neither our indenture and its supplements  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.

Our public debt indenture and its supplements  contain cross default  provisions
to any of our other debts of $20,000 or more. Similarly, a default on our public
indenture or any of its supplements  would constitute a default under our credit
agreement.

As of June 30, 2002, we had no commercial  paper,  derivatives,  swaps,  hedges,
guarantees,  joint  ventures or  partnerships.  As of June 30,  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  June  30,  2002,  we  owned  251  hotels  which  are  grouped  into  nine
combinations and leased to or managed by separate affiliates of: Marriott, Host,
Barcelo-Crestline,   Wyndham  International,  Inc.  ("Wyndham"),   BRE/Homestead
Village  ("BRE/Homestead"),  Candlewood Hotel Company,  Inc.  ("Candlewood") and
Prime Hospitality Corp. ("Prime").

The tables on the following pages summarize the key terms of our leases and
other operating agreements as of June 30, 2002:


                                       16
<PAGE>
                          HOSPITALITY PROPERTIES TRUST

<TABLE>
<CAPTION>
------------------------------ -------------------- --------------------- -------------------- -------------------- ----------------
                                                                               Marriott(R)/     Residence Inn by
                                  Courtyard by        Residence Inn by      Residence Inn by      Marriott(R)/        Wyndham(R)/
Hotel Brand                        Marriott(R)           Marriott(R)           Marriott(R)/       Courtyard by          Wyndham
                                                                               Courtyard by       Marriott(R)/         Garden(R)
                                                                               Marriott(R)/     TownePlace Suites
                                                                            TownePlace Suites    by Marriott(R)/
                                                                             by Marriott(R)/    SpringHill Suites
                                                                            SpringHill Suites    by Marriott(R)
                                                                            by 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  Barcelo-Crestline       Wyndham
                                  Subsidiary of        Subsidiary of         of Hospitality
                                Barcelo-Crestline    Barcelo-Crestline      Properties Trust

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

Investment at
June 30, 2002 (000s) (2)            $513,904              $178,565              $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         1 for 10 years,           2 for 15            2 for 10           4 for 12
                                    years each      2 for 15 years each        years each          years each         years each

Current Annual Minimum
Rent/Return (000s)                   $51,390              $17,832                $48,288             $28,508            $18,325

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

Rent/Return Coverage (6) (7):
   Year ended 12/31/01                1.7x                  1.4x                  1.1x                1.0x               1.0x
   Twelve months ended 6/30/02        1.5x                  1.2x                  1.0x                0.9x               0.8x
   Six months ended 6/30/02           1.5x                  1.1x                  0.9x                1.0x               1.0x
   Three months ended 6/30/02         1.6x                  1.2x                  1.0x                1.0x               0.8x

Other Security Features        HPT controlled       HPT controlled        Limited guarantee    Limited guarantees   Wyndham parent
                               lockbox with minimum lockbox with minimum  provided by          provided by          minimum net
                               balance maintenance  balance maintenance   Marriott.            Barcelo-Crestline    worth
                               requirement;         requirement;                               and Marriott.        requirement.
                               subtenant and        subtenant and
                               subtenant parent     subtenant parent
                               minimum net worth    minimum net worth
                               requirement.         requirement.
------------------------------ -------------------- --------------------- -------------------- -------------------- ----------------
<FN>
(1)  At June 30, 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  $16.5 million at June 30, 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)  Coverage represents total hotel sales minus all hotel operating expenses which are not subordinated to minimum payments to us
     and required FF&E reserve contributions, divided by the aggregate minimum payments to us.

(7)  Represents data for the year ended December 28, 2001, and the 52, 24, and 12 weeks ended June 14, 2002,  respectively for the
     hotel pools managed by Marriott.
</FN>
</TABLE>
                                       17
<PAGE>
                          HOSPITALITY PROPERTIES TRUST

<TABLE>
<CAPTION>
------------------------------ ------------------- --------------------- -------------------- -------------------- -----------------
                                  Summerfield                                                                          Total /
                                   Suites by                                 Candlewood            Homestead           Range /
Hotel Brand                        Wyndham(R)          AmeriSuites(R)         Suites(R)         Studio Suites(R)       Average
------------------------------ ------------------- --------------------- -------------------- -------------------- -----------------
<S>                            <C>                 <C>                   <C>                  <C>                  <C>
Number of Hotels                       15                   24                   57                   18                 251

Number of Rooms                      1,822                2,929                 6,887                2,399              34,284

Number of States                       8                    13                   27                    5                  37

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

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

Investment at
June 30, 2002 (000s) (1)            $240,000             $243,350             $434,750             $145,000           $2,666,315

Security Deposit (000s) (2)         $15,000              $25,575               $47,297              $15,960            $254,629

End of Initial Term                   2017                 2013                 2018                 2015             2010-2019
                                                                                                                      (weighted
                                                                                                                      average by
                                                                                                                     investment,
                                                                                                                     13.6 years)

Renewal Options (3)                 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               $45,507              $15,960            $276,385

Percentage Rent/Return (4)            7.5%                 8.0%                 10.0%                10.0%              5%-10%

Rent/Return Coverage (5):
   Year ended 12/31/01                1.1x                 0.6x                 1.1x                 1.1x             0.6x-1.7x
   Twelve months ended 6/30/02        0.8x                 0.5x                 0.9x                 1.0x             0.5x-1.5x
   Six months ended 6/30/02           0.7x                 0.6x                 0.9x                 1.1x             0.6x-1.5x
   Three months ended 6/30/02         0.8x                 0.7x                 1.0x                 1.1x             0.7x-1.6x


Other Security Features        Wyndham parent      Prime guarantee,      Candlewood parent    BRE/Homestead
                               minimum net worth   secured by $16.5      guarantee and        parent guarantee
                               requirement.        million cash          minimum net worth    and minimum net
                                                   deposit.              requirement.         worth requirement.

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

<FN>
(1) Excludes  expenditures  made from FF&E  Reserves  subsequent  to our initial
    purchase.

(2) Excludes other  deposits  totaling  approximately  $16.5 million at June 30,
    2002, retained by us to secure various guarantee obligations to us.

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

(4) 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.

(5) Coverage  represents  total hotel sales minus all hotel  operating  expenses
    which are not  subordinated  to minimum  payments  to us and  required  FF&E
    reserve contributions, divided by the aggregate minimum payments to us.
</FN>
</TABLE>


                                       18
<PAGE>

                          HOSPITALITY PROPERTIES TRUST

The following tables summarize the operating statistics, including occupancy,
average daily rate, or ADR, and revenue per available room, or RevPAR, reported
to us by our third party tenants and managers by brand for the periods indicated
for the 247 hotels we own which were open for at least one full year as of
January 1, 2002:

<TABLE>
<CAPTION>
OCCUPANCY                                                       Second Quarter (1)                  Year to Date (2)
---------                                                 -------------------------------    -------------------------------
                                     No. of    No. of
Brand                                Hotels     Rooms       2002       2001     Change         2002       2001     Change
-----                                ------     -----       ----       ----     ------         ----       ----     ------
<S>                                  <C>       <C>          <C>        <C>      <C>            <C>        <C>      <C>
Courtyard by Marriott(R)                71     10,280       72.4%      75.7%     -4.4%         68.5%      74.5%     -8.1%
Residence Inn by Marriott(R)            36      4,543       79.0%      80.5%     -1.9%         75.8%      79.3%     -4.4%
Marriott Hotels Resorts & Suites(R)      3      1,356       80.4%      79.3%     +1.4%         76.8%      76.5%     +0.4%
TownePlace Suites by Marriott(R) and
   SpringHill Suites by Marriott(R)     14      1,595       72.1%      73.0%     -1.2%         69.6%      69.1%     +0.7%
Wyndham(R)and Wyndham Garden(R)         12      2,321       73.1%      71.4%     +2.4%         71.5%      71.1%     +0.6%
Summerfield Suites by Wyndham(R)        15      1,822       81.5%      80.3%     +1.5%         77.5%      79.2%     -2.1%
AmeriSuites(R)                          21      2,556       66.6%      67.5%     -1.3%         64.6%      63.6%     +1.6%
Candlewood Suites(R)                    57      6,887       79.7%      75.9%     +5.0%         76.5%      74.5%     +2.7%
Homestead Studio Suites(R)              18      2,399       80.0%      79.5%     +0.6%         76.9%      78.7%     -2.3%
                                    -------- ---------    -------------------------------    -------------------------------
Total/Average                          247     33,759       75.8%      76.0%     -0.3%         72.6%      74.4%     -2.4%

<CAPTION>
ADR                                                             Second Quarter (1)                  Year to Date (2)
---                                                       -------------------------------    -------------------------------
                                     No. of    No. of
Brand                                Hotels     Rooms       2002       2001     Change         2002       2001     Change
-----                                ------     -----       ----       ----     ------         ----       ----     ------
<S>                                  <C>       <C>         <C>        <C>       <C>            <C>        <C>      <C>
Courtyard by Marriott(R)                 71    10,280       $96.65    $104.49    -7.5%          $97.35    $104.21   -6.6%
Residence Inn by Marriott(R)             36     4,543       $96.06    $105.41    -8.9%          $96.42    $104.84   -8.0%
Marriott Hotels Resorts & Suites(R)       3     1,356      $117.58    $120.84    -2.7%         $117.77    $122.36   -3.8%
TownePlace Suites by Marriott(R) and
   SpringHill Suites by Marriott(R)      14     1,595       $62.12     $68.71    -9.6%          $61.01     $67.94  -10.2%
Wyndham(R)and Wyndham Garden(R)          12     2,321       $79.60     $91.60   -13.1%          $85.73     $98.12  -12.6%
Summerfield Suites by Wyndham(R)         15     1,822      $105.12    $124.99   -15.9%         $106.14    $128.16  -17.2%
AmeriSuites(R)                           21     2,556       $69.49     $73.28    -5.2%          $69.81     $75.62   -7.7%
Candlewood Suites(R)                     57     6,887       $52.32     $58.56   -10.7%          $53.06     $58.87   -9.9%
Homestead Studio Suites(R)               18     2,399       $47.91     $53.64   -10.7%          $49.05     $55.10  -11.0%
                                    -------- ---------    -------------------------------    -------------------------------
Total/Average                           247    33,759       $79.70     $88.21    -9.6%          $80.60     $89.13   -9.6%

<CAPTION>
RevPAR                                                          Second Quarter (1)                  Year to Date (2)
------                                                    -------------------------------    -------------------------------
                                     No. of    No. of
Brand                                Hotels     Rooms       2002       2001     Change         2002       2001     Change
-----                                ------     -----       ----       ----     ------         ----       ----     ------
<S>                                  <C>       <C>          <C>       <C>       <C>            <C>       <C>       <C>
Courtyard by Marriott(R)                 71    10,280       $69.97     $79.10   -11.5%         $66.68     $77.64   -14.1%
Residence Inn by Marriott(R)             36     4,543       $75.89     $84.86   -10.6%         $73.09     $83.14   -12.1%
Marriott Hotels Resorts & Suites(R)       3     1,356       $94.53     $95.83    -1.4%         $90.45     $93.61    -3.4%
TownePlace Suites by Marriott(R) and
   SpringHill Suites by Marriott(R)      14     1,595       $44.79     $50.16   -10.7%         $42.46     $46.95    -9.6%
Wyndham(R)and Wyndham Garden(R)          12     2,321       $58.19     $65.40   -11.0%         $61.30     $69.76   -12.1%
Summerfield Suites by Wyndham(R)         15     1,822       $85.67    $100.37   -14.6%         $82.26    $101.50   -19.0%
AmeriSuites(R)                           21     2,556       $46.28     $49.46    -6.4%         $45.10     $48.09    -6.2%
Candlewood Suites(R)                     57     6,887       $41.70     $44.45    -6.2%         $40.59     $43.86    -7.5%
Homestead Studio Suites(R)               18     2,399       $38.33     $42.64   -10.1%         $37.72     $43.36   -13.0%
                                    -------- ---------    -------------------------------    -------------------------------
Total/Average                           247    33,759       $60.41     $67.04    -9.9%         $58.52     $66.31   -11.7%

<FN>
(1)      Includes data for the three months ended June 30, 2002,  except for our
         Courtyard by  Marriott(R),  Residence by  Marriott(R),  Marriott Hotels
         Resorts and Suites(R), TownePlace Suites by Marriott(R), and SpringHill
         Suites by Marriott(R) brands, which include data for the 12 weeks ended
         June 14, 2002 and June 15, 2001.

(2)      Includes  data for the six months ended June 30,  2002,  except for our
         Courtyard by  Marriott(R),  Residence by  Marriott(R),  Marriott Hotels
         Resorts and Suites(R), TownePlace Suites by Marriott(R), and SpringHill
         Suites by Marriott(R) brands, which include data for the 24 weeks ended
         June 14, 2002 and June 15, 2001.
</FN>
</TABLE>

                                       19
<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. In July 2002
we issued $125,000 of 6.85% senior notes due 2012 and prepaid  $115,000 of 8.25%
senior notes due 2005. Including the impact of these two transactions, at August
8, 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>
 $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
  125,000                      6.85%               2012                Semi-Annually                    8,563
 --------                                                                                             -------
 $475,000                                                                                             $36,376
 ========                                                                                             =======
</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 $3,638.  Changes in interest rates
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. A  hypothetical
immediate 10% change in interest  rates would change the fair value of our fixed
rate debt obligations in the table above by $12,611.

Each of our fixed rate debt  arrangements  allows us to make repayments  earlier
than the stated  maturity date. Our $150,000 of 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
June 30, 2002,  we had $98,000  outstanding  and $252,000  available for drawing
under our revolving credit facility.  Our revolving credit facility is available
for acquisitions and 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         Annualized Interest     Impact of
Circumstance                           Rate        Outstanding           Expense             Change
------------                           ----        -----------           -------             ------
<S>                                    <C>           <C>                  <C>                <C>
Conditions at June 30, 2002            3.2%          $98,000              $3,136               --
A 10% increase                         3.5%          $98,000              $3,430              $294
A 10% decrease                         2.9%          $98,000              $2,842             ($294)
</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.

                                       20
<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,  INTEREST RATE RISK MANAGEMENT, EXISTING AND
FUTURE  INVESTMENTS,  THE EFFECTIVENESS OF SECURITY PROVISIONS IN OUR LEASES AND
MANAGEMENT CONTRACTS, AVAILABILITY OF CAPITAL TO FINANCE INVESTMENTS, THE IMPACT
OF  SEASONALITY,  THE IMPACT OF REDUCED  TRAVEL ON US AND OUR  TENANTS 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 ACTS,  CHANGES IN FINANCING TERMS, OUR
ABILITY OR INABILITY TO COMPLETE  ACQUISITIONS  AND FINANCING  TRANSACTIONS  AND
GENERAL  CHANGES IN ECONOMIC  CONDITIONS.  INVESTORS  ARE CAUTIONED NOT TO PLACE
UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.



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.


                                       21
<PAGE>

                          HOSPITALITY PROPERTIES TRUST

PART II           Other Information

Item 2.  Changes in Securities

         On June 28,  2002,  we granted  8,850  common  shares  pursuant  to our
         Incentive  Share  Award  Plan  to our  officers  and  employees  of our
         advisor,  REIT  Management  & Research  LLC valued at $36.50 per common
         share,  the  closing  price of the common  shares on the New York Stock
         Exchange  on June 28,  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 4.  Submission of Matters to a Vote of Security Holders

         At our regular annual meeting of shareholders held on May 7, 2002, John
         L.  Harrington  and  Barry  M.  Portnoy  were  re-elected  as  trustees
         (57,300,334  and  57,271,414  shares voted in favor of, and 404,101 and
         433,021  shares  withheld  from voting for the  re-election  of Messrs.
         Harrington  and Portnoy,  respectively).  The current  terms of Messrs.
         Harrington  and Portnoy expire in 2005.  William J. Sheehan,  Gerard M.
         Martin and Arthur G.  Koumantzelis  continue to serve as trustees  with
         current terms expiring in 2003, 2003 and 2004, respectively.

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

         4.1      Supplemental Indenture No. 6, dated as of July 8, 2002, by and
                  between the Company and State  Street Bank and Trust  Company,
                  relating  to  the  Company's  6.85%  Senior  Notes  due  2012,
                  including form thereof.

         10.1     Second Amended and Restated Lease  Agreement dated as of April
                  12,  2002,  by  and  between  HPT  CW  Properties   Trust  and
                  Candlewood Leasing No. 1, Inc.

         12.1     Computation of Ratio of Earnings to Fixed Charges

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

         99.1     Certification  Pursuant to 18 U.S.C.  Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

         (b)      Reports on Form 8-K

         On July 1, 2002, we filed a current  Report on Form 8-K,  reporting our
         appointment  of Ernst & Young LLP as our  independent  auditor (Item 4)
         and our sale of $125  million of 6.85%  Senior  Notes due 2012 (Items 5
         and 7).


                                       22
<PAGE>

                                   SIGNATURES

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/John G. Murray
                                       John G. Murray
                                       President and Chief Operating Officer
                                       Dated:  August 9, 2002



                                 /s/Thomas M. O'Brien
                                       Thomas M. O'Brien
                                       Treasurer and Chief Financial Officer
                                       Dated:  August 9, 2002


                                       23

