      As filed with the Securities and Exchange Commission on March 8, 2002
                                                    Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                    FORM S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                          HOSPITALITY PROPERTIES TRUST
             (Exact name of registrant as specified in its charter)

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

           Maryland                                          04-3262075
  (State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                      Identification Number)

                                400 Centre Street
                           Newton, Massachusetts 02458
                                 (617) 964-8389

  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

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

                            John G. Murray, President
                          Hospitality Properties Trust
                                400 Centre Street
                           Newton, Massachusetts 02458
                                 (617) 964-8389
              (Name, address, including zip code, telephone number,
                   including area code, of agent for service)

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

                                    Copy to:
                       Alexander A. Notopoulos, Jr., Esq.
                            Sullivan & Worcester LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 338-2800
                              ---------------------

     Approximate date of commencement of proposed sale to the public:  From time
to time or at one time after the effective date of the Registration Statement as
determined by the Registrant.
     If the only  securities  being  registered  on this form are being  offered
pursuant  to  distribution  or interest  reinvestment  plans,  please  check the
following box. / /
     If any of the securities being registered on this form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933,  other than  securities  offered only in connection  with  distribution or
interest reinvestment plans, check the following box. /X/
     If this form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. / / _______
     If this form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. / / _______
     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
<PAGE>
<TABLE>
<CAPTION>
                                                          -----------------------
                                                      CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                          Proposed Maximum
                                                                          Offering Price     Proposed Maximum
Title of Each Class of                                   Amount to           Per Unit             Offering           Amount of
Securities to be Registered(1)                     be Registered (1)(2)      (1)(2)(3)       Price(1)(2)(3)(4)    Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                                       <C>                      <C>

Debt Securities (5) ...........................
-------------------------------------------------
Preferred Shares of Beneficial Interest, without
par value  (6)..................................
-------------------------------------------------
Depositary Shares Representing Preferred Shares
(7).............................................
-------------------------------------------------
Common Shares of Beneficial Interest, $.01 par
value per share (8) ............................
-------------------------------------------------
Warrants  (9)...................................
-------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
Total                                               $2,006,423,166(1)(10)                    $2,006,423,166 (1)(10)    $184,591 (11)

====================================================================================================================================
                                                                                                            (Footnotes on next page)
</TABLE>

         The Registrant hereby amends this  Registration  Statement on such date
or dates as may be necessary to delay its  effective  date until the  Registrant
shall file a further amendment which specifically  states that this Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the Securities  Act of 1933 or until this  Registration  Statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.

<PAGE>
(1)      In no event will the aggregate initial offering price of the securities
         issued  from time to time  under  this  Registration  Statement  exceed
         $2,006,423,166  or  the  equivalent  thereof  in one  or  more  foreign
         currencies  or currency  units or composite  currencies.  The aggregate
         amount of common  shares of  Hospitality  Properties  Trust  registered
         hereunder is limited to that which is permissible  under Rule 415(a)(4)
         under the Securities Act of 1933, as amended. The securities registered
         hereunder  may be sold  separately,  together  or as units  with  other
         securities  registered  hereunder.  There  are  also  being  registered
         hereunder  contracts that may be issued by the  Registrant  under which
         the  counterparty  may be  required  to  purchase  or  sell  the  other
         securities  registered  hereunder.   Such  contracts  would  be  issued
         together with  securities  registered  hereunder.  There are also being
         registered hereunder an indeterminate principal amount of each class of
         securities registered hereunder (the "underlying securities") as may be
         issuable, without separate consideration, (i) upon conversion, exercise
         or exchange of any other class of securities registered  hereunder,  to
         the extent  such  securities  are by their  terms  convertible  into or
         exercisable  or  exchangeable  for the underlying  securities,  or (ii)
         pursuant to  antidilution  provisions  of any other class of securities
         registered hereunder.

(2)      Not specified for each class pursuant to General  Instruction  II.D. to
         Form S-3.

(3)      The proposed  maximum  offering price per unit will be determined  from
         time to time by the  Registrant in connection  with the issuance by the
         Registrant of the securities registered hereunder.

(4)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant to Rule 457 under the Securities Act of 1933, as amended.

(5)      Subject  to note (1)  above,  there is being  registered  hereunder  an
         indeterminate amount of debt securities of Hospitality Properties Trust
         as may be sold from time to time. If any debt  securities are issued at
         an original  issue  discount,  then the offering price shall be in such
         greater  principal  amount as shall not result in an aggregate  initial
         offering price exceeding  $2,006,423,166  or the equivalent  thereof in
         one  or  more  foreign   currencies  or  currency  units  or  composite
         currencies.

(6)      Subject  to note (1)  above,  there is being  registered  hereunder  an
         indeterminate  amount of  preferred  shares of  Hospitality  Properties
         Trust as may be sold from time to time.

(7)      Subject  to note (1)  above,  there is being  registered  hereunder  an
         indeterminate amount of depositary shares representing preferred shares
         of Hospitality Properties Trust as may be sold from time to time.

(8)      Subject  to note (1)  above,  there is being  registered  hereunder  an
         indeterminate  amount of common shares of Hospitality  Properties Trust
         as may be sold from time to time. Each common share  registered  hereby
         may include a right to purchase junior  participating  preferred shares
         or other securities as more fully described herein.

(9)      Subject  to note (1)  above,  there is being  registered  hereunder  an
         indeterminate  amount of warrants of  Hospitality  Properties  Trust to
         acquire other classes of securities  of  Hospitality  Properties  Trust
         registered hereunder as may be sold from time to time.

(10)     Pursuant to Rule 429 under the  Securities  Act of 1933, in addition to
         the $2,006,423,166 aggregate amount of debt securities,  common shares,
         preferred shares, depository shares and warrants being registered under
         this Registration Statement, the combined prospectuses contained herein
         will also relate to $793,576,834  aggregate  amount of debt securities,
         common  shares,  preferred  shares,   depository  shares  and  warrants
         previously  registered  under our  Registration  Statement  on Form S-3
         (Registration No.  333-43573)  initially filed on December 31, 1997 and
         remaining  unsold,  for  which  a  registration  fee in the  amount  of
         $234,105 was paid.

(11)     Calculated  pursuant  to Rule 457(o) at the  statutory  rate of $92 per
         $1,000,000 of securities registered and not including the filing fee of
         $234,105 previously paid in respect of $793,576,834 aggregate amount of
         unsold securities being carried forward from our Registration Statement
         on Form S-3 (Registration No. 333-43573) pursuant to Rule 429.

    PURSUANT TO RULE 429(A) UNDER THE  SECURITIES  ACT OF 1933,  THE  PROSPECTUS
CONTAINED IN THIS REGISTRATION STATEMENT IS A COMBINED PROSPECTUS AND RELATES TO
SECURITIES  REGISTERED  UNDER THIS  REGISTRATION  STATEMENT  AND THE  SECURITIES
REGISTERED  AND REMAINING  UNSOLD UNDER OUR  REGISTRATION  STATEMENT ON FORM S-3
(REGISTRATION NO. 333-43573)  INITIALLY FILED ON DECEMBER 31, 1997.  PURSUANT TO
RULE 429(B) THIS REGISTRATION STATEMENT,  WHICH IS A NEW REGISTRATION STATEMENT,
SHALL  ACT,  UPON  EFFECTIVENESS,  AS A  POST-EFFECTIVE  AMENDMENT  NO. 1 TO OUR
REGISTRATION STATEMENT ON FORM S-3 (REGISTRATION NO. 333-43573).
<PAGE>
Information   contained  herein  is  subject  to  completion  or  amendment.   A
registration  statement  relating  to these  securities  has been filed with the
Securities  and Exchange  Commission.  These  securities may not be sold nor may
offers to buy be accepted prior to the time the registration  statement  becomes
effective.  This  prospectus  shall  not  constitute  an  offer  to  sell or the
solicitation of an offer to buy nor shall there be any sale of these  securities
in any state in which such offer,  solicitation  or sale would be unlawful prior
to registration or qualification under the securities laws of such state.


                              Subject to Completion
                   Preliminary Prospectus Dated March 8, 2002

PRELIMINARY PROSPECTUS
                                 $2,800,000,000
                          Hospitality Properties Trust
  Debt Securities, Preferred Shares of Beneficial Interest, Depositary Shares,
                Common Shares of Beneficial Interest and Warrants

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

    We may offer and sell, from time to time, in one or more offerings:

     o    common shares;

     o    preferred shares;

     o    debt securities; and

     o    warrants

These  securities  may be offered and sold  separately or together in units with
other securities described in this prospectus. Our debt securities may be senior
or subordinated.

     The securities  described in this prospectus offered by us may be issued in
one or more series or issuances.  The total offering price of these  securities,
in the aggregate,  will not exceed $2,800,000,000.  We will provide the specific
terms of any securities we actually offer in supplements to this prospectus. You
should  carefully read this prospectus and the supplements  before you decide to
invest in any of these securities.

     The applicable prospectus  supplement will also contain information,  where
applicable,  about  United  States  federal  income tax  considerations  and any
listing on a securities  exchange.  Our common shares are listed on the New York
Stock Exchange under the symbol "HPT."

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful and  complete.  Any  representation  to the contrary is a
criminal offense.

                The date of this prospectus is        , 2002.
<PAGE>
<TABLE>
<CAPTION>
                                             TABLE OF CONTENTS

                                                  Page                                                      Page
<S>                                               <C>    <C>                                                <C>

About This Prospectus........................      ii     Description of Depositary Shares..............     17

Cautionary Note Regarding Forward-Looking                 Description of Warrants.......................     20
Statements...................................      ii

Hospitality Properties Trust.................       1     Description of Certain Provisions of
                                                          Maryland Law and our Declaration of Trust
                                                          and Bylaws....................................     21

Use of Proceeds..............................       1     Plan of Distribution..........................     29

Ratio of Earnings to Fixed Charges...........       1     Validity of the Offered Securities............     31

Description of Debt Securities...............       1     Experts.......................................     31

Description of Common Shares.................      10     Where You Can Find More Information...........     31

Description of Preferred Shares.............       11     Documents Incorporated By Reference...........     32
</TABLE>
                                             ----------------

                              ABOUT THIS PROSPECTUS

    This  prospectus  is part of a  registration  statement  we  filed  with the
Securities and Exchange Commission using a "shelf" registration  process.  Under
this shelf process,  we may sell any combination of the securities  described in
this  prospectus from time to time in one of more offerings up to a total amount
of proceeds of $2,800,000,000.

    This  prospectus  provides  you  only  with  a  general  description  of the
securities  we may  offer.  Each  time we sell  securities,  we will  provide  a
prospectus  supplement  containing specific  information about the terms of that
offering.   The  prospectus  supplement  may  also  add  to,  update  or  change
information  contained in this prospectus.  You should read both this prospectus
and any prospectus  supplement  together with additional  information  described
under  the  heading  "Where  You  Can  Find  More  Information"  and  "Documents
Incorporated By Reference."

    You  should  rely  only on the  information  incorporated  by  reference  or
provided in this  document.  We have not  authorized  anyone to provide you with
different  information.  If anyone  provides you with different or  inconsistent
information,  you  should  not  rely on it.  We will  not make an offer of these
securities in any jurisdiction where it is unlawful.  You should assume that the
information in this  prospectus,  as well as the  information we have previously
filed with the SEC and incorporated by reference in this prospectus, is accurate
only as of the date of the documents containing the information.

    References in this prospectus to "we," "us," "our" or "HPT" mean Hospitality
Properties Trust.

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    We have made and incorporated by reference  statements in this document that
constitute  "forward-looking  statements" as that term is defined in the federal
securities laws. These forward-looking statements concern:

o    performance of our assets and the hotel industry in general;

o    the possible expansion of our portfolio;

                                      (ii)
<PAGE>

o    the  ability of our tenants  and  operators  to pay rent and returns to us,
     remain  competitive,  maintain  or  improve  hotel  operating  revenues  or
     results;

o    our ability to make interest payments and distributions on our shares;

o    our policies and plans regarding investments, financings and other matters;

o    our tax status as a real estate investment trust;

o    our ability to appropriately balance the use of debt and equity; and

o    our ability to access capital markets or other sources of funds.

When we use words such as "believes," "expects,"  "anticipates,"  "estimates" or
similar expressions, we are making forward-looking statements.

    Forward-looking  statements  are not  guarantees of future  performance  and
involve risks and uncertainties.  Our expected results may not be achieved,  and
actual results may differ materially from our expectations. This may be a result
of various factors, including:

o    the status of the economy;

o    the status of capital markets (including prevailing interest rates);

o    compliance with and changes to regulations within the hospitality industry;

o    changes in guest preferences;

o    changes in demand by business and consumer travelers;

o    increases in availability of alternative accommodations;

o    brand recognition;

o    competition within the hospitality industry; and

o    changes in federal, state and local legislation.

    Other  important  factors are  identified  in our Annual Report on Form 10-K
which is in  incorporated  into this  prospectus,  including  under the headings
"Business" and "Management's  Discussion and Analysis of Financial Condition and
Results  of  Operations."  We assume  no  obligation  to  update  or revise  any
forward-looking  statements  or to update the reasons why actual  results  could
differ from those projected in any forward-looking statements except as required
by applicable law.

                                     (iii)
<PAGE>
                          HOSPITALITY PROPERTIES TRUST

    We are a real  estate  investment  trust  formed to  acquire,  own and lease
hotels to unaffiliated  tenants.  At December 31, 2001, we owned 230 hotels with
31,691 rooms or suites located in 37 states,  purchased for  approximately  $2.5
billion.  The hotels  include 37 Residence  Inn by Marriott  (R) hotels,  3 full
service Marriott (R) hotels,  71 Courtyard by Marriott (R) hotels, 14 TownePlace
Suites by Marriott (R) and SpringHill  Suites by Marriott (R) hotels, 12 Wyndham
(R) and Wyndham  Garden  hotels,  18  Homestead  Studio  Suites (R)  hotels,  15
Summerfield  Suites by Wyndham (R) hotels, 36 Candlewood Suites (R) hotels,  and
24 AmeriSuites (R) hotels.

    Our business  strategy is to invest in hotels leased to or operated by third
parties for minimum rents or returns to us which produce income in excess of our
cost of capital.  We provide capital to unaffiliated hotel operators who wish to
divest their properties while remaining in the hotel business.

    We are  organized  as a Maryland  real  estate  investment  trust  under the
Maryland REIT Law. Our principal place of business is 400 Centre Street, Newton,
Massachusetts 02458, and our telephone number is (617) 964-8389.

                                 USE OF PROCEEDS

    Unless otherwise described in a prospectus supplement,  we intend to use the
net proceeds from the sale of any securities  under this  prospectus for general
business purposes, which may include acquiring and investing in additional hotel
and lodging related  properties and the repayment of borrowings under our credit
facility or other debt.  Until the proceeds  from a sale of securities by us are
applied  to  their  intended  purposes,  they  will be  invested  in  short-term
investments,  including repurchase  agreements,  some or all of which may not be
investment grade.

                       RATIO OF EARNINGS TO FIXED CHARGES

    The following table sets forth our consolidated  ratios of earnings to fixed
charges and preferred dividends for the periods indicated:
<TABLE>
<CAPTION>
                                                 Nine Months Ended
                                                   September 30,               Fiscal Year Ended December 31,
                                                       2001            2000      1999       1998      1997      1996
                                                 -----------------     ----      ----       ----      ----      ----
<S>                                                   <C>             <C>       <C>        <C>       <C>      <C>
Ratio of earnings to fixed charges.............        4.03x           4.35x     4.00x      5.04x     4.81x    10.15x
Ratio of earnings to combined fixed charges
   and preferred distributions.................        3.44x           3.66x     3.52x      5.04x     4.81x    10.15x
</TABLE>

    For purpose of calculating  the ratios above,  earnings have been calculated
by adding fixed charges to income before income taxes,  extraordinary  items and
gain or loss on the  disposition  of real  property.  Fixed  charges  consist of
interest costs,  whether expensed or capitalized,  and any interest component of
capitalized lease expense, amortization of debt discounts and deferred financing
costs, whether expensed or capitalized.

                         DESCRIPTION OF DEBT SECURITIES

    The  debt   securities  sold  under  this  prospectus  will  be  our  direct
obligations,  which  may be  secured  or  unsecured,  and which may be senior or
subordinated indebtedness.  The debt securities will be issued under one or more
indentures  between  us and a  trustee.  Any  indenture  will be  subject to and
governed by the Trust Indenture Act of 1939, as amended.  The statements made in
this prospectus  relating to any indentures and the debt securities to be issued
under the  indentures  are  summaries of certain  anticipated  provisions of the
indentures and are not complete.

    The  following  is a summary of the material  terms of our debt  securities.
Because it is a summary,  it does not contain all of the information that may be
important  to you.  If you want more  information,  you should read the

                                       1
<PAGE>
forms  of  indentures  which  we have  filed  as  exhibits  to the  registration
statement of which this  prospectus is part.  We will file any final  indentures
and supplemental indentures if we issue debt securities. See "Where You Can Find
More Information." This summary is also subject to and qualified by reference to
the  descriptions of the particular  terms of your  securities  described in the
applicable prospectus supplement.

General

    We may issue debt securities that rank "senior,"  "senior  subordinated"  or
"junior  subordinated." The debt securities that we refer to as "senior" will be
our direct  obligations  and will rank  equally  and ratably in right of payment
with our other indebtedness not subordinated.  We may issue debt securities that
will be  subordinated in right of payment to the prior payment in full of senior
debt, as defined in the applicable prospectus  supplement,  and may rank equally
and ratably with the other senior subordinated  indebtedness.  We refer to these
as "senior subordinated"  securities. We may also issue debt securities that may
be subordinated in right of payment to the senior subordinated securities. These
would be "junior subordinated"  securities.  We have filed with the registration
statement of which this  prospectus is part three  separate  forms of indenture,
one for the senior securities,  one for the senior  subordinated  securities and
one for the junior subordinated securities.  We refer to senior subordinated and
junior subordinated securities as "subordinated."

    We may issue the debt  securities  without  limit as to aggregate  principal
amount,  in one or more  series,  in each  case as we  establish  in one or more
supplemental indentures.  We need not issue all debt securities of one series at
the same time. Unless we otherwise provide, we may reopen a series,  without the
consent of the holders of the series, for issuances of additional  securities of
that series.

    We  anticipate  that any  indenture  will provide that we may, but need not,
designate more than one trustee under an indenture,  each with respect to one or
more series of debt securities. Any trustee under any indenture may resign or be
removed  with  respect  to one or more  series  of debt  securities,  and we may
appoint a successor trustee to act with respect to that series.

    The  applicable  prospectus  supplement  will  describe the  specific  terms
relating  to the  series of debt  securities  we will  offer,  including,  where
applicable, the following:

o   the title and series  designation  and whether  they are senior  securities,
    senior subordinated securities or junior subordinated securities;

o   the aggregate principal amount of the securities;

o   the  percentage  of the  principal  amount  at which we will  issue the debt
    securities and, if other than the principal  amount of the debt  securities,
    the portion of the  principal  amount of the debt  securities  payable  upon
    maturity of the debt securities;

o   if convertible,  the initial conversion price, the conversion period and any
    other terms governing such conversion;

o   the stated maturity date;

o   the place where principal, premium, if any, and interest will be payable and
    where the debt  securities  can be  surrendered  for  transfer,  exchange or
    conversion;

o   the date from which interest may accrue and any interest payment dates;

o   any sinking fund requirements;

o   any  provisions  for  redemption,  including  the  redemption  price and any
    remarketing arrangements;

                                       2
<PAGE>
o   whether the securities  are  denominated or payable in United States dollars
    or a foreign currency or units of two or more foreign currencies;

o   whether  the  amount of  payments  of  principal  of or  premium,  if any or
    interest on the debt  securities  may be  determined  with  reference  to an
    index, formula or other method and the manner in which such amounts shall be
    determined;

o   the  events of  default  and  covenants  of such  securities,  to the extent
    different from or in addition to those described in this prospectus;

o   whether we will issue the debt  securities  in  certificated  or  book-entry
    form;

o   whether the debt  securities will be in registered or bearer form and, if in
    registered form, the denominations if other than in even multiples of $1,000
    and, if in bearer form, the denominations and terms and conditions  relating
    thereto;

o   whether we will issue any of the debt  securities  in permanent  global form
    and, if so, the terms and  conditions,  if any, upon which  interests in the
    global  security may be exchanged,  in whole or in part,  for the individual
    debt securities represented by the global security;

o   the  applicability,  if  any,  of the  defeasance  and  covenant  defeasance
    provisions described in this prospectus or any prospectus supplement;

o   whether we will pay  additional  amounts on the securities in respect of any
    tax,  assessment or governmental charge and, if so, whether we will have the
    option to redeem the debt securities instead of making this payment;

o   the subordination provisions, if any, relating to the debt securities; and

o   if the debt  securities are to be issued upon the exercise of debt warrants,
    the time, manner and place for them to be authenticated and delivered.

    We may issue debt  securities at less than the principal  amount  payable at
maturity.  We refer to these securities as "original issue discount" securities.
If  material  or  applicable,  we will  describe  in the  applicable  prospectus
supplement special U.S. federal income tax, accounting and other  considerations
applicable to original issue discount securities.

    Except as may be described in any prospectus  supplement,  an indenture will
not  contain  any  other  provisions  that  would  limit  our  ability  to incur
indebtedness or that would afford holders of the debt  securities  protection in
the event of a highly  leveraged or similar  transaction  involving us or in the
event of a change  of  control.  You  should  review  carefully  the  applicable
prospectus  supplement  for  information  with  respect to events of default and
covenants applicable to the securities being offered.

Denominations, Interest, Registration and Transfer

    Unless otherwise described in the applicable prospectus supplement,  we will
issue the debt  securities  of any  series  that are  registered  securities  in
denominations  that are even multiples of $1,000,  other than global securities,
which may be of any denomination.

    Unless otherwise specified in the applicable prospectus supplement,  we will
pay the interest, principal and any premium at the corporate trust office of the
trustee. At our option, however, we may make payment of interest by check mailed
to the  address  of the  person  entitled  to the  payment  as it appears in the
applicable  register  or by wire  transfer of funds to that person at an account
maintained within the United States.

                                       3
<PAGE>
    If we do not  punctually  pay  or  otherwise  provide  for  interest  on any
interest payment date, the defaulted interest will be paid either:

o   to the person in whose name the debt  security is registered at the close of
    business on a special record date the trustee will fix; or

o   in any other lawful manner, all as the applicable indenture describes.

    You may have your debt  securities  divided  into  more debt  securities  of
smaller   denominations  or  combined  into  fewer  debt  securities  of  larger
denominations,  as long as the total  principal  amount is not changed.  We call
this an "exchange."

    You may exchange or transfer debt securities at the office of the applicable
trustee.  The trustee acts as our agent for  registering  debt securities in the
names  of  holders  and  transferring  debt  securities.   We  may  change  this
appointment to another entity or perform it ourselves. The entity performing the
role of maintaining the list of registered holders is called the "registrar." It
will also perform transfers.

    You will not be  required  to pay a service  charge to  transfer or exchange
debt  securities,  but  you  may  be  required  to pay  for  any  tax  or  other
governmental  charge  associated  with the  exchange or  transfer.  The security
registrar  will make the transfer or exchange only if it is satisfied  with your
proof of ownership.

Merger, Consolidation or Sale of Assets

    Under any indenture, we are generally permitted to consolidate or merge with
another company.  We are also permitted to sell  substantially all of our assets
to  another  company,  or to buy  substantially  all of the  assets  of  another
company.  However,  we may not take any of these  actions  unless the  following
conditions are met:

o   If we merge out of existence or sell our assets,  the other  company must be
    an entity organized under the laws of a state or the District of Columbia or
    under  federal  law and must  agree to be legally  responsible  for our debt
    securities; and

o   Immediately after the merger,  sale of assets or other  transaction,  we may
    not be in default on our debt  securities.  A default for this purpose would
    include any event that would be an event of default if the  requirements for
    giving us  default  notice  or our  default  having to exist for a  specific
    period of time were disregarded.

Certain Covenants

    Existence.   Except  as  permitted  as   described   above  under   "Merger,
Consolidation  or Sale of Assets," we will agree to do all things  necessary  to
preserve and keep our trust existence, rights and franchises provided that it is
in our best interests for the conduct of business.

    Provisions of Financial Information. Whether or not we remain required to do
so  under  the  Securities  Exchange  Act of 1934,  as  amended,  to the  extent
permitted by law, we will agree to file all annual,  quarterly and other reports
and financial  statements with the SEC and an indenture trustee on or before the
applicable SEC filing dates as if we were required to do so.

    Additional Covenants. Any additional or different covenants or modifications
to the foregoing  covenants with respect to any series of debt securities,  will
be described in the applicable prospectus supplement.

Events of Default and Related Matters

    Events of  Default.  The term  "event  of  default"  for any  series of debt
securities means any of the following:

                                       4
<PAGE>
o   We do not pay the principal or any premium on a debt security of that series
    when it becomes due upon its maturity date;

o   We do not pay  interest on a debt  security  of that  series  within 30 days
    after its due date;

o   We do not deposit any sinking fund payment for that series when due;

o   We remain in breach of any other  term of the  applicable  indenture  (other
    than a term added to the  indenture  solely for the benefit of other series)
    for 60 days after we  receive a notice of default  stating we are in breach.
    Either the trustee or holders of more than 50% in  principal  amount of debt
    securities of the affected series may send the notice;

o   We default  under any of our other  indebtedness  in an aggregate  principal
    amount  exceeding a specified  dollar  amount  after the  expiration  of any
    applicable  grace period,  which default results in the  acceleration of the
    maturity of such  indebtedness.  Such  default is not an event of default if
    the other  indebtedness is discharged,  or the  acceleration is rescinded or
    annulled,  within a period of 10 days after we receive notice specifying the
    default and requiring that we discharge the other  indebtedness or cause the
    acceleration to be rescinded or annulled.  Either the trustee or the holders
    of more than 50% in  principal  amount of debt  securities  of the  affected
    series may send the notice;

o   We or one of our "significant subsidiaries," if any, files for bankruptcy or
    certain other events in bankruptcy, insolvency or reorganization occur; or

o   Any other event of default described in the applicable prospectus supplement
    occurs.

    The  term   "significant   subsidiary"   means   each  of  our   significant
subsidiaries,  if any, as defined in Regulation  S-X under the Securities Act of
1933, as amended.

    Remedies if an Event of Default Occurs.  If an event of default has occurred
and has not been  cured,  the  trustee or the  holders of at least a majority in
principal  amount of the debt  securities of the affected series may declare the
entire  principal amount of all the debt securities of that series to be due and
immediately  payable. If an event of default occurs because of certain events in
bankruptcy,  insolvency or reorganization,  the principal amount of all the debt
securities of that series will be automatically accelerated,  without any action
by the trustee or any holder.  At any time after the trustee or the holders have
accelerated any series of debt  securities,  but before a judgment or decree for
payment of the money due has been  obtained,  the holders of at least a majority
in principal  amount of the debt  securities of the affected  series may,  under
certain circumstances, rescind and annul such acceleration.

    The  trustee  will  be  required  to  give  notice  to the  holders  of debt
securities within 90 days after a default under the applicable  indenture unless
the default has been cured or waived.  The  trustee may  withhold  notice to the
holders of any series of debt  securities  of any default  with  respect to that
series,  except a default in the payment of the  principal of or interest on any
debt security of that series, if specified  responsible  officers of the trustee
in good faith  determine that  withholding  the notice is in the interest of the
holders.

    Except in cases of default,  where the trustee has some special duties,  the
trustee is not required to take any action under the applicable indenture at the
request  of  any  holders  unless  the  holders  offer  the  trustee  reasonable
protection  from expenses and liability.  We refer to this as an "indemnity." If
reasonable indemnity is provided,  the holders of a majority in principal amount
of the outstanding securities of the relevant series may direct the time, method
and place of  conducting  any lawsuit or other formal  legal action  seeking any
remedy  available to the  trustee.  These  majority  holders may also direct the
trustee in performing any other action under the applicable  indenture,  subject
to certain limitations.

    Before you bypass the  trustee  and bring your own  lawsuit or other  formal
legal  action  or take  other  steps to  enforce  your  rights or  protect  your
interests relating to the debt securities, the following must occur:

                                       5
<PAGE>
o   You must  give the  trustee  written  notice  that an event of  default  has
    occurred and remains uncured;

o   The holders of at least a majority in  principal  amount of all  outstanding
    securities  of the  relevant  series  must make a written  request  that the
    trustee  take  action  because of the  default,  and must  offer  reasonable
    indemnity to the trustee  against the cost and other  liabilities  of taking
    that action; and

o   The  trustee  must have not taken  action for 60 days  after  receipt of the
    notice and offer of indemnity.

However,  you are  entitled  at any time to bring a lawsuit  for the  payment of
money due on your security after its due date.

    Every year we will furnish to the trustee a written  statement by certain of
our officers  certifying  that to their  knowledge we are in compliance with the
applicable indenture and the debt securities, or else specifying any default.

Modification of an Indenture

    There are three types of changes we can make to the  indentures and the debt
securities:

    Changes Requiring Your Approval.  First, there are changes we cannot make to
your debt securities without your specific approval.  The following is a list of
those types of changes:

o   change the stated maturity of the principal or interest on a debt security;

o   reduce any amounts due on a debt security or the rate or amount of interest;

o   reduce the amount of any premium due upon redemption;

o   reduce the amount of principal  payable upon acceleration of the maturity of
    a debt security following a default;

o   change the currency of payment on a debt security;

o   change the place of payment;

o   impair your right to sue for payment;

o   reduce the percentage of holders of debt securities  whose consent is needed
    to  modify  or  amend  an  indenture  or to waive  compliance  with  certain
    provisions of an indenture;

o   reduce the percentage of holders of debt securities  whose consent is needed
    to waive  past  defaults  or  change  certain  provisions  of the  indenture
    relating to waivers of default;

o   reduce the voting or quorum requirements;

o   modify or waive any  provisions  relating  to default or event of default in
    the  payment of  principal  of or  premium,  if any, or interest on the debt
    securities; or

o   modify any of the foregoing provisions.

    Changes Requiring a Majority Vote. The second type of change to an indenture
and the debt  securities is the kind that requires a vote in favor by holders of
debt  securities  owning a majority of the  principal  amount of the  particular
series  affected.  Most changes fall into this  category,  except for clarifying
changes and certain other  changes that would not  materially  adversely  affect
holders of the debt securities. We require the same vote to obtain

                                       6
<PAGE>
a waiver of a past  default.  However,  we  cannot  obtain a waiver of a payment
default or any other aspect of an indenture or the debt securities listed in the
first category described above under "--Changes  Requiring Your Approval" unless
we obtain your individual consent to the waiver.

    Changes Not  Requiring  Approval.  The third type of change does not require
any vote by holders of debt securities.  This type is limited to  clarifications
and certain other changes that would not materially  adversely affect holders of
the debt securities.

    Further  Details  Concerning  Voting.  Debt  securities  are not  considered
outstanding,  and therefore  the holders  thereof are not eligible to vote if we
have  deposited  or set  aside in trust  for you  money  for  their  payment  or
redemption  or if we or one of our  affiliates  own them.  The  holders  of debt
securities  are also not  eligible  to vote if they have been fully  defeased as
described   immediately  below  under  "--Discharge,   Defeasance  and  Covenant
Defeasance--Full  Defeasance." For original issue discount  securities,  we will
use the principal amount that would be due and payable on the voting date if the
maturity  of the debt  securities  were  accelerated  to that date  because of a
default.

Discharge, Defeasance and Covenant Defeasance

    Discharge.  We may discharge  some  obligations  to holders of any series of
debt  securities  that either have become due and payable or will become due and
payable  within one year,  or  scheduled  for  redemption  within  one year,  by
irrevocably  depositing  with the  trustee,  in trust,  funds in the  applicable
currency  in an amount  sufficient  to pay the debt  securities,  including  any
premium and interest.

    Full  Defeasance.  We can,  under  particular  circumstances,  effect a full
defeasance  of your  series of debt  securities.  By this we mean we can legally
release  ourselves from any payment or other  obligations on the debt securities
if, among other  things,  we put in place the  arrangements  described  below to
repay you and deliver certain certificates and opinions to the trustee:

o   We must  deposit  in trust for your  benefit  and the  benefit  of all other
    direct  holders  of the  debt  securities  a  combination  of  money or U.S.
    government  or  U.S.   government   agency  notes  or  bonds  (or,  in  some
    circumstances,  depositary receipts  representing these notes or bonds) that
    will generate enough cash to make interest, principal and any other payments
    on the debt securities on their various due dates;

o   The current  federal tax law must be changed or an IRS ruling must be issued
    permitting  the above  deposit  without  causing you to be taxed on the debt
    securities  any  differently  than if we did not make the  deposit  and just
    repaid the debt securities ourselves.  Under current federal income tax law,
    the deposit and our legal release from the debt securities  would be treated
    as though we took back your debt  securities  and gave you your share of the
    cash and  notes or bonds  deposited  in  trust.  In that  event,  you  could
    recognize gain or loss on the debt securities you give back to us; and

o   We must deliver to the trustee a legal opinion confirming the tax law change
    or IRS ruling described above.

    If we did accomplish full  defeasance,  you would have to rely solely on the
trust deposit for repayment on the debt securities. You could not look to us for
repayment in the unlikely event of any shortfall.  Conversely, the trust deposit
would most likely be protected from claims of our lenders and other creditors if
we ever  became  bankrupt  or  insolvent.  You would also be  released  from any
subordination provisions.

    Notwithstanding  the foregoing,  the following  rights and obligations  will
survive full defeasance:

o   your rights to receive payments from the trust when payments are due;

o   our obligations relating to registration and transfer of securities and lost
    or mutilated certificates; and

                                       7
<PAGE>
o   our  obligations to maintain a payment office and to hold moneys for payment
    in trust.

    Covenant  Defeasance.  Under current federal income tax law, we can make the
same  type  of  deposit  described  above  and  be  released  from  some  of the
restrictive  covenants  in  the  debt  securities.   This  is  called  "covenant
defeasance." In that event,  you would lose the protection of those  restrictive
covenants but would gain the protection of having money and securities set aside
in  trust  to  repay  the   securities  and  you  would  be  released  from  any
subordination provisions.

    If  we  accomplish  covenant  defeasance,  the  following  provisions  of an
indenture and the debt securities would no longer apply:

o   any covenants  applicable to the series of debt  securities and described in
    the applicable prospectus supplement;

o   any subordination provisions; and

o   certain events of default  relating to breach of covenants and  acceleration
    of the maturity of other debt set forth in any prospectus supplement.

    If we accomplish covenant defeasance, you can still look to us for repayment
of the debt securities if a shortfall in the trust deposit  occurred.  If one of
the remaining  events of default occurs,  for example,  our bankruptcy,  and the
debt securities  become  immediately due and payable,  there may be a shortfall.
Depending  on the  event  causing  the  default,  you may not be able to  obtain
payment of the shortfall.

    Unless otherwise provided in the applicable prospectus supplement,  if after
we have deposited funds and/or  government  obligations to effect  defeasance or
covenant  defeasance (1) a holder elects to receive  payment in a currency other
than that in which the deposit has been made, or (2) a "Conversion Event" occurs
in respect of the currency in which the deposit has been made, the  indebtedness
represented  by that debt  security  will be deemed to have  been,  and will be,
fully  discharged  and  satisfied  through the payment of the  principal of (and
premium, if any) and interest on the debt security as they become due out of the
proceeds  yielded by converting the amount deposited in trust into the currency,
currency unit or composite  currency in which that debt security becomes payable
as a result of the  holder's  election  or the  cessation  of usage based on the
applicable market exchange rate.

    A "Conversion Event" means the cessation of use of:

o   a currency,  currency unit or composite  currency both by the  government of
    the country that issued the currency and for the settlement of  transactions
    by  a  central  bank  or  other  public   institutions   of  or  within  the
    international banking community; or

o   any currency  unit or  composite  currency for the purposes for which it was
    established.

    Unless  otherwise  provided in the  applicable  prospectus  supplement,  all
payments of principal of (and premium, if any) and interest on any debt security
that is payable in a foreign  currency that ceases to be used by its  government
of issuance will be made in U.S. dollars.

Meetings of Holders

    A meeting of the holders of debt securities may be called at any time by the
trustee,  and  also,  upon  request,  by us or the  holders  of at least  25% in
principal  amount of the  outstanding  debt  securities,  upon  notice  given as
provided in the  indenture.  Except for any consent or other action that must be
specifically given by the holder of each debt security any resolution  presented
at a meeting at which a quorum is present  may be adopted by a majority  vote of
the outstanding debt securities.  Any resolution that may be made by the holders
of less than a majority of the  outstanding  debt securities may be adopted at a
meeting at which a quorum is present by the  affirmative  vote of the holders of
such  specified  percentage.  Any  resolution  passed or  decision  taken at any
meeting  of  holders  of debt

                                       8
<PAGE>
securities duly held in accordance with the applicable indenture will be binding
on all holders of the debt securities of that series.  The quorum at any meeting
called  to  adopt a  resolution  will be  persons  representing  a  majority  in
principal amount of the outstanding debt securities.  However,  if any action is
to be taken at a meeting  with respect to a consent or waiver which may be given
by the holders of not less than a specified  percentage  in principal  amount of
the  outstanding  debt  securities,  the persons  holding or  representing  such
specified percentage in principal amount of the outstanding debt securities will
constitute a quorum.

    If any action is to be taken at a meeting of holders of debt  securities  of
any  series  with  respect  to any  consent,  waiver or other  action  that such
indenture  expressly provides may be made, given or taken by the holders of such
series and one or more  additional  series:  (1) there will be no minimum quorum
requirement  for such meeting and (2) the  principal  amount of the  outstanding
debt  securities  of that series that vote in favor of such  consent,  waiver or
other action will be taken into  account in  determining  whether such  consent,
waiver or other action has been made, given or taken under the indenture.

Conversion Rights

    The  terms and  conditions,  if any,  upon  which  the debt  securities  are
convertible  into common or preferred shares will be set forth in the applicable
prospectus  supplement.  Such terms will include whether the debt securities are
convertible into common or preferred shares,  the conversion price (or manner of
calculation thereof), the conversion period, provisions as to whether conversion
will be at the option of the holders,  the events requiring an adjustment of the
conversion  price  and  provisions  affecting  conversion  in the  event  of the
redemption of such debt securities and any restrictions on conversion, including
restrictions  directed at maintaining our REIT status under the Internal Revenue
Code of 1986, as amended.

Subordination

    We will  describe  in the  applicable  prospectus  supplement  the terms and
conditions,  if any, upon which any series of senior subordinated  securities or
subordinated  securities is subordinated to debt securities of another series or
to our other indebtedness. The terms will include a description of:

o   the indebtedness ranking senior to the debt securities being offered;

o   the restrictions,  if any, on payments to the holders of the debt securities
    being  offered  while a default with respect to the senior  indebtedness  is
    continuing;

o   the restrictions,  if any, on payments to the holders of the debt securities
    being offered following an event of default; and

o   provisions  requiring  holders of the debt securities being offered to remit
    some payments to holders of senior indebtedness.

Global Securities

    If so set forth in the applicable  prospectus  supplement,  we may issue the
debt  securities  of a  series  in  whole  or in part in the form of one or more
global  securities  that will be deposited  with a depositary  identified in the
prospectus  supplement.  We may issue global  securities in either registered or
bearer form and in either temporary or permanent form. The specific terms of the
depositary  arrangement  with respect to any series of debt  securities  will be
described in the prospectus supplement.

                                       9
<PAGE>
                          DESCRIPTION OF COMMON SHARES

    Our  declaration  of trust  authorizes  us to issue  up to an  aggregate  of
200,000,000 shares of beneficial interest,  including 100,000,000 common shares,
par value $.01 per share, and 100,000,000  preferred shares,  without par value,
and authorizes our board of trustees to determine,  at any time and from time to
time the number of authorized shares of beneficial interest, as described below.
As of March 4, 2002, we had 62,515,940  common shares issued and outstanding and
3,000,000 shares of Series A Cumulative  Preferred Shares issued and outstanding
as described below under  "Description of Preferred Shares - Series A Cumulative
Redeemable   Preferred   Shares."  In  connection   with  the  adoption  of  our
shareholders'  rights plan, our board of trustees  established an authorized but
unissued  class of  1,000,000  preferred  shares,  par  value  $.01  per  share,
described  more fully  below under  "Description  of  Preferred  Shares - Junior
Participating  Preferred  Shares."  As of the date of this  prospectus  no other
class or series of preferred shares had been established.

    The following is a summary  description  of the material terms of our common
shares of beneficial interest.  Because it is a summary, it does not contain all
of the information  that may be important to you. If you want more  information,
you should read our  declaration of trust and bylaws,  copies of which have been
filed with the SEC. See "Where You Can Find More  Information."  This summary is
also subject to and qualified by reference to the  description of the particular
terms of your securities described in the applicable prospectus supplement.

    As permitted by the Maryland REIT Law, our  declaration  of trust contains a
provision  permitting  our  board  of  trustees,   without  any  action  by  our
shareholders,  to amend the  declaration  of trust to increase  or decrease  the
total  number of  shares  of  beneficial  interest,  to issue new and  different
classes of shares in any amount or to reclassify any unissued  shares into other
classes or series of classes that we choose. We believe that giving these powers
to our  board  of  trustees  will  provide  us  with  increased  flexibility  in
structuring  possible future  financings and  acquisitions  and in meeting other
business  needs  which  might  arise.  Although  our  board of  trustees  has no
intention at the present time of doing so, it could  authorize us to issue a new
class or series  that  could,  depending  upon the terms of the class or series,
delay or prevent a change in control.

    Except as otherwise described in the applicable prospectus  supplement,  all
of our shares are entitled to the following,  subject to the preferential rights
of any other class or series of shares which may be issued and to the provisions
of our declaration of trust regarding the restriction of the ownership of shares
of beneficial interest:

    o   to receive  distributions  on our shares if, as and when  authorized and
        declared by our board of trustees out of assets  legally  available  for
        distribution; and

    o   to share ratably in our assets legally available for distribution to our
        shareholders in the event of our liquidation,  dissolution or winding up
        after  payment of or adequate  provision  for all of our known debts and
        liabilities.

    Subject  to the  provisions  of  our  declaration  of  trust  regarding  the
restriction on the transfer of shares of beneficial  interest,  each outstanding
common share entitles the holder to one vote on all matters  submitted to a vote
of shareholders,  including the election of trustees. However, holders of common
shares will not have cumulative voting rights in the election of trustees.

    Holders of common shares have no preference,  conversion,  exchange, sinking
fund, redemption or appraisal rights.

    Shareholders  will have no  preemptive  rights to  subscribe  for any of our
securities.  Subject to the provisions of our declaration of trust regarding the
restriction  on ownership of shares of beneficial  interest,  common shares will
have equal distribution, liquidation and other rights.

                                       10
<PAGE>
    For other  information  with respect to our shares,  including  effects that
provisions  in our  declaration  of trust and  bylaws  may have in  delaying  or
deterring a change in our control,  see  "Description  of Certain  Provisions of
Maryland Law and Our Declaration of Trust and Bylaws" below.

                         DESCRIPTION OF PREFERRED SHARES

Preferred Shares

    The  following  is a  summary  description  of  the  material  terms  of our
preferred shares of beneficial  interest.  Because it is a summary,  it does not
contain all of the  information  that may be  important to you. If you want more
information,  you should read our  declaration  of trust and  bylaws,  copies of
which have been filed with the SEC.  See "Where You Can Find More  Information."
This summary is also subject to and qualified by reference to the description of
the particular  terms of our securities  described in the applicable  prospectus
supplement.

    General. Our board of trustees will determine the designations, preferences,
limitations and relative rights of our authorized and unissued preferred shares.
These may include:

o   the  distinctive  designation  of each  series and the number of shares that
    will constitute the series;

o   the voting rights, if any, of shares of the series;

o   the  distribution  rate  on the  shares  of  the  series,  any  restriction,
    limitation  or  condition  upon the  payment  of the  distribution,  whether
    distributions  will be  cumulative,  and the  dates on  which  distributions
    accumulate and are payable;

o   the prices at which,  and the terms and  conditions on which,  the shares of
    the series may be redeemed, if the shares are redeemable;

o   the  purchase  or sinking  fund  provisions,  if any,  for the  purchase  or
    redemption of shares of the series;

o   any  preferential  amount  payable  upon  shares  of  the  series  upon  our
    liquidation or the distribution of our assets;

o   if the shares are  convertible,  the price or rates of  conversion at which,
    and the terms and  conditions  on which,  the  shares of the  series  may be
    converted into other securities; and

o   whether the series can be exchanged,  at our option,  into debt  securities,
    and the terms and conditions of any permitted exchange.

    The  issuance of  preferred  shares,  or the  issuance of rights to purchase
preferred  shares,  could  discourage an unsolicited  acquisition  proposal.  In
addition,  the rights of holders of common shares will be subject to, and may be
adversely affected by, the rights of holders of any preferred shares that we may
issue in the future.

    The following  describes  some general terms and provisions of the preferred
shares  to which a  prospectus  supplement  may  relate.  The  statements  below
describing the preferred  shares are in all respects subject to and qualified in
their entirety by reference to the applicable  provisions of our  declaration of
trust, including any applicable articles supplementary, and our bylaws.

    The  prospectus  supplement  will  describe  the  specific  terms as to each
issuance of preferred shares, including:

o   the description of the preferred shares;

o   the number of the preferred shares offered;

                                       11
<PAGE>
o   the voting rights, if any, of the holders of the preferred shares;

o   the offering price of the preferred shares;

o   the  distribution  rate, when  distributions  will be paid, or the method of
    determining  the  distribution  rate  if it is  based  on a  formula  or not
    otherwise fixed;

o   the date from which distributions on the preferred shares shall accumulate;

o   the provisions for any auctioning or  remarketing,  if any, of the preferred
    shares;

o   the provision, if any, for redemption or a sinking fund;

o   the liquidation preference per share;

o   any listing of the preferred shares on a securities exchange;

o   whether the preferred  shares will be  convertible  and, if so, the security
    into which they are  convertible and the terms and conditions of conversion,
    including the conversion price or the manner of determining it;

o   whether  interests in the preferred shares will be represented by depositary
    shares as more  fully  described  below  under  "Description  of  Depositary
    Shares;"

o   a discussion of federal income tax considerations;

o   the  relative  ranking  and  preferences  of  the  preferred  shares  as  to
    distribution and liquidation rights;

o   any limitations on issuance of any preferred  shares ranking senior to or on
    a  parity  with  the  series  of  preferred   shares  being  offered  as  to
    distribution and liquidation rights;

o   any  limitations  on direct or  beneficial  ownership  and  restrictions  on
    transfer,  in each case as may be  appropriate  to preserve  our status as a
    real estate investment trust; and

o   any other specific terms, preferences,  rights,  limitations or restrictions
    of the preferred shares.

    As  described  under  "Description  of  Depositary  Shares,"  we may, at our
option, elect to offer depositary shares evidenced by depositary receipts. If we
elect to do this, each depositary  receipt will represent a fractional  interest
in a share of the particular series of the preferred shares issued and deposited
with a  depositary.  The  applicable  prospectus  supplement  will  specify that
fractional interest.

Rank

    Unless our board of trustees  otherwise  determines and we so specify in the
applicable prospectus supplement, we expect that the preferred shares will, with
respect to distribution rights and rights upon liquidation or dissolution,  rank
senior to all our common shares.

Distributions

    Holders of preferred  shares of each series will be entitled to receive cash
and/or share distributions at the rates and on the dates shown in the applicable
prospectus supplement. Even though the preferred shares may specify a fixed rate
of  distribution,  our  board of  trustees  must  authorize  and  declare  those
distributions  and they may be paid only out of  assets  legally  available  for
payment.  We will pay each  distribution  to holders of record as they appear on

                                       12
<PAGE>
our share transfer books on the record dates fixed by our board of trustees.  In
the case of preferred shares represented by depositary receipts,  the records of
the  depositary  referred  to under  "Description  of  Depositary  Shares"  will
determine the persons to whom distributions are payable.

    Distributions  on any  series  of  preferred  shares  may be  cumulative  or
noncumulative,  as provided in the applicable prospectus supplement. We refer to
each  particular  series,  for  ease of  reference,  as the  applicable  series.
Cumulative distributions will be cumulative from and after the date shown in the
applicable prospectus supplement.  If our board of trustees fails to authorize a
distribution on any applicable  series that is  noncumulative,  the holders will
have no right to receive,  and we will have no obligation to pay, a distribution
in respect of the applicable  distribution period,  whether or not distributions
on that series are declared payable in the future.

    If the applicable  series is entitled to a cumulative  distribution,  we may
not declare,  or pay or set aside for  payment,  any full  distributions  on any
other series of preferred shares ranking, as to distributions,  on a parity with
or junior to the  applicable  series,  unless we declare,  and either pay or set
aside for payment,  full cumulative  distributions on the applicable  series for
all past distribution  periods and the then current  distribution period. If the
applicable series does not have a cumulative distribution,  we must declare, and
pay  or  set  aside  for  payment,  full  distributions  for  the  then  current
distribution  period only.  When  distributions  are not paid,  or set aside for
payment,  in full upon any applicable  series and the shares of any other series
ranking on a parity as to  distributions  with the  applicable  series,  we must
declare, and pay or set aside for payment, all distributions upon the applicable
series and any other parity series  proportionately,  in accordance with accrued
and unpaid distributions of the several series. For these purposes,  accrued and
unpaid distributions do not include unpaid distribution periods on noncumulative
preferred  shares.  No interest  will be payable in respect of any  distribution
payment that may be in arrears.

    Except  as  provided  in the  immediately  preceding  paragraph,  unless  we
declare,  and pay or set  aside  for  payment,  full  cumulative  distributions,
including for the then current period, on any cumulative  applicable  series, we
may not declare, or pay or set aside for payment,  any distributions upon common
shares or any other equity securities  ranking junior to or on a parity with the
applicable  series  as to  distributions  or  upon  liquidation.  The  foregoing
restriction  does not  apply to  distributions  paid in  common  shares or other
equity  securities  ranking junior to the applicable  series as to distributions
and upon liquidation.  If the applicable  series is noncumulative,  we need only
declare, and pay or set aside for payment, the distribution for the then current
period,  before  declaring  distributions  on common  shares or junior or parity
securities.  In addition,  under the  circumstances  that we could not declare a
distribution,  we  may  not  redeem,  purchase  or  otherwise  acquire  for  any
consideration  any common  shares or other parity or junior  equity  securities,
except upon conversion into or exchange for common shares or other junior equity
securities. We may, however, make purchases and redemptions otherwise prohibited
pursuant to certain  redemptions or pro rata offers to purchase the  outstanding
shares of the applicable series and any other parity series of preferred shares.

    We will credit any distribution  payment made on an applicable  series first
against the  earliest  accrued but unpaid  distribution  due with respect to the
series.

Redemption

    We may have the right or may be  required  to redeem  one or more  series of
preferred  shares,  as a whole or in part, in each case upon the terms,  if any,
and at the times and at the redemption prices shown in the applicable prospectus
supplement.

    If a series of preferred shares is subject to mandatory redemption,  we will
specify  in the  applicable  prospectus  supplement  the number of shares we are
required to redeem,  when those redemptions start, the redemption price, and any
other terms and conditions  affecting the redemption.  The redemption price will
include  all  accrued   and  unpaid   distributions,   except  in  the  case  of
noncumulative  preferred shares.  The redemption price may be payable in cash or
other property,  as specified in the applicable  prospectus  supplement.  If the
redemption price for preferred shares of any series is payable only from the net
proceeds of our  issuance  of shares of  beneficial  interest,  the terms of the
preferred  shares may provide that, if no shares of  beneficial  interest  shall
have  been  issued or to the  extent  the net  proceeds  from any  issuance  are
insufficient  to pay in full  the  aggregate  redemption  price  then  due,  the
preferred

                                       13
<PAGE>
shares will automatically and mandatorily be converted into shares of beneficial
interest  pursuant  to  conversion   provisions   specified  in  the  applicable
prospectus supplement.

Liquidation Preference

    The applicable prospectus supplement will show the liquidation preference of
the applicable series. Upon our voluntary or involuntary liquidation, before any
distribution may be made to the holders of our common shares or any other shares
of beneficial  interest  ranking junior in the  distribution  of assets upon any
liquidation  to the  applicable  series,  the  holders  of that  series  will be
entitled to receive,  out of our assets legally  available for  distribution  to
shareholders,  liquidating  distributions  in  the  amount  of  the  liquidation
preference, plus an amount equal to all distributions accrued and unpaid. In the
case of a  noncumulative  applicable  series,  accrued and unpaid  distributions
include only the then current  distribution  period.  After  payment of the full
amount of the liquidating  distributions to which they are entitled, the holders
of preferred shares will have no right or claim to any of our remaining  assets.
If  liquidating  distributions  shall  have been made in full to all  holders of
preferred shares,  our remaining assets will be distributed among the holders of
any other shares of beneficial  interest  ranking junior to the preferred shares
upon  liquidation,  according to their rights and  preferences  and in each case
according to their number of shares.

    If, upon any voluntary or involuntary liquidation,  our available assets are
insufficient  to  pay  the  amount  of  the  liquidating  distributions  on  all
outstanding  shares of that series and the corresponding  amounts payable on all
shares of beneficial  interest ranking on a parity in the distribution of assets
with that series,  then the holders of that series and all other equally ranking
shares of  beneficial  interest  shall  share  ratably  in the  distribution  in
proportion to the full  liquidating  distributions to which they would otherwise
be entitled.

    For these purposes, our consolidation or merger with or into any other trust
or  corporation  or other  entity,  or the sale,  lease or  conveyance of all or
substantially all of our property or business, will not be a liquidation.

Voting Rights

    Holders of the preferred  shares will not have any voting rights,  except as
shown below or as otherwise from time to time required by law or as specified in
the applicable prospectus supplement.

    Unless otherwise specified in the applicable prospectus supplement,  holders
of our preferred  shares (voting  separately as a class with all other series of
preferred  shares  with  similar  voting  rights)  will be entitled to elect two
additional  trustees  to our board of  trustees  at our next  annual  meeting of
shareholders and at each subsequent annual meeting if at any time  distributions
on the applicable series are in arrears for six consecutive  quarterly  periods.
If the  applicable  series  has a  cumulative  distribution,  the right to elect
additional  trustees  described in the preceding sentence shall remain in effect
until we declare or pay and set aside for payment all distributions  accrued and
unpaid  on the  applicable  series.  If the  applicable  series  does not have a
cumulative distribution,  the right to elect additional trustees described above
shall  remain  in effect  until we  declare  or pay and set  aside  for  payment
distributions  accrued and unpaid on four consecutive  quarterly  periods on the
applicable  series.  In the event the preferred  shareholders are so entitled to
elect  directors,  the  entire  board  of  directors  will be  increased  by two
trustees.

    Unless  otherwise  provided  for in an  applicable  series,  so  long as any
preferred  shares are  outstanding,  we may not, without the affirmative vote or
consent  of a  majority  of the  shares  of  each  series  of  preferred  shares
outstanding at that time:

o   authorize,  create or increase the  authorized or issued amount of any class
    or series of shares of beneficial  interest ranking senior to that series of
    preferred shares with respect to distribution and liquidation rights;

o   reclassify  any  authorized  shares of beneficial  interest into a series of
    shares of  beneficial  interest  ranking  senior to that series of preferred
    shares with respect to distribution and liquidation rights;

                                       14
<PAGE>
o   create,  authorize or issue any security or obligation  convertible  into or
    evidencing the right to purchase any shares of beneficial  interest  ranking
    senior to that series of preferred  shares with respect to distribution  and
    liquidation rights; and

o   amend,  alter or repeal the  provisions of our  declaration  of trust or any
    articles  supplementary relating to that series of preferred shares, whether
    by merger consolidation or otherwise,  that materially and adversely affects
    the series of preferred shares.

    The  authorization,  creation or increase of the authorized or issued amount
of any class or series of shares of  beneficial  interest  ranking  on parity or
junior  to a series  of  preferred  shares  with  respect  to  distribution  and
liquidation  rights will not be deemed to materially  and adversely  affect that
series.

    The foregoing  voting  provisions  will not apply if all of the  outstanding
shares of the series of preferred  with the right to vote have been  redeemed or
called for redemption and sufficient  funds have been deposited in trust for the
redemption either at or prior to the act triggering these voting rights.

    As more fully described under  "Description of Depositary  Shares" below, if
we elect to issue depositary shares,  each representing a fraction of a share of
a series, each depositary will in effect be entitled to a fraction of a vote per
depositary share.

Conversion Rights

    We will  describe  in the  applicable  prospectus  supplement  the terms and
conditions, if any, upon which you may, or we may require you to, convert shares
of any series of  preferred  shares  into  common  shares or any other  class or
series of shares of  beneficial  interest.  The terms will include the number of
common  shares  or  other   securities  into  which  the  preferred  shares  are
convertible,  the  conversion  price (or the  manner  of  determining  it),  the
conversion period,  provisions as to whether conversion will be at the option of
the holders of the series or at our option,  the events  requiring an adjustment
of the conversion price, and provisions affecting conversion upon the redemption
of shares of the series.

Our Exchange Rights

    We will  describe  in the  applicable  prospectus  supplement  the terms and
conditions,  if any,  upon which we can require  you to  exchange  shares of any
series of preferred shares for debt securities.  If an exchange is required, you
will receive debt  securities  with a principal  amount equal to the liquidation
preference of the  applicable  series of preferred  shares.  The other terms and
provisions of the debt  securities  will not be materially less favorable to you
than those of the series of preferred shares being exchanged.

Series A Cumulative Redeemable Preferred Shares

    On April 12, 1999,  we issued and sold  3,000,000  shares of a new series of
preferred shares, the 9-1/2% Series A Cumulative Redeemable Preferred Shares, in
a public offering. The price to the public was $25 per share.

    The following is a summary description of the material terms of those Series
A  Preferred  Shares.  Because it is a summary,  it does not  contain all of the
information  that may be  important  to you. If you want more  information,  you
should read our declaration of trust and bylaws, copies of which have been filed
with the SEC. See "Where You Can Find More Information."

    Holders of Series A Preferred Shares are entitled to receive cumulative cash
dividends  at a rate  of  9-1/2%  per  year of the  $25  per  share  liquidation
preference  (equivalent  to $2.375 per annum per  share).  Distributions  on the
Series A Preferred  Shares are payable  quarterly  in arrears on the last day of
each March,  June,  September  and December or, if not a business  day, the next
business day.  Dividends on the Series A Preferred  Shares are  cumulative.  The
Series A Preferred  Shares rank senior to our common  shares with respect to the
payment of

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<PAGE>
dividends.  The Series A Preferred  Shares do not have any maturity date, and we
are not required to redeem the Series A Preferred  Shares. We may not redeem the
Series  A  Preferred  Shares  prior  to  April  12,  2004,   except  in  limited
circumstances relating to our continuing qualification as a Maryland real estate
investment trust. On and after April 12, 2004, we may, at our option, redeem the
Series A Preferred  Shares, in whole or from time to time in part, by payment of
$25 per share, plus accrued and unpaid  distributions  through and including the
date of redemption.

    If we  liquidate,  dissolve  or wind up,  holders of the Series A  Preferred
Shares  will have the right to receive  $25 per share,  plus  accrued and unpaid
distributions  through the date of payment,  before any payments are made to the
holders of our common shares. The holders of Series A Preferred Shares generally
have no voting  rights.  However,  if we do not pay  dividends  on the  Series A
Preferred Shares for six or more quarterly periods (whether or not consecutive),
the holders of the Series A Preferred Shares, voting as a class with the holders
of any other class or series of our  capital  shares  which has  similar  voting
rights,  will be entitled to vote for the election of two additional trustees to
serve on our board of trustees  until we pay all  dividends  which we owe on the
Series A Preferred Shares.  In addition,  the affirmative vote of the holders of
at least  two-thirds of the outstanding  shares of Series A Preferred  Shares is
required for us to authorize,  create or increase  capital shares ranking senior
to the  Series A  Preferred  Shares  or to amend our  declaration  of trust in a
manner  that  materially  and  adversely  affects  the  rights  of the  Series A
Preferred  Shares.  The Series A Preferred  Shares are not  convertible  into or
exchangeable for any other securities or property.

Junior Participating Preferred Shares

    In  connection  with the  adoption of our  shareholders'  rights  plan,  our
trustees  established  an  authorized  but unissued  class of  1,000,000  junior
participating  preferred  shares.  See  "Description  of Certain  Provisions  of
Maryland law and of Our  Declaration  of Trust and  Bylaws--Rights  Plan," for a
summary of the shareholders' rights plan. Certain powers, preferences and rights
and  certain   qualifications,   limitations  and  restrictions  of  the  junior
participating  preferred  shares,  when and if issued,  are described below. The
following  is a  summary  of some of the  terms  and  conditions  of the  junior
participating  preferred shares and does not purport to be complete.  Because it
is a summary,  it does not contain all of the information  that may be important
to you. If you want more  information,  you should read our declaration of trust
and  bylaws,  copies of which have been  filed with the SEC.  See "Where You Can
Find More Information."

    The holder of each  junior  participating  preferred  share is  entitled  to
quarterly  dividends in the greater  amount of $5.00 or 100 times the  quarterly
per share dividend, whether cash or otherwise,  declared upon the common shares.
Dividends on the junior participating preferred shares are cumulative.  Whenever
dividends on the junior  participating  preferred shares are in arrears,  we may
not  declare  or pay  dividends,  make  other  distributions  on,  or  redeem or
repurchase   common  shares  or  other  shares  ranking  junior  to  the  junior
participating  preferred  shares.  If we  fail  to pay  such  dividends  for six
quarters,  the  holders of the junior  participating  preferred  shares  will be
entitled to elect two trustees.

    The holder of each junior  participating  preferred share is entitled to 100
votes on all matters  submitted to a vote of the  shareholders,  voting  (unless
otherwise  provided in the declaration of trust or by law) together with holders
of common shares as one class. The junior participating preferred shares are not
redeemable.

    Upon  liquidation,   dissolution  or  winding  up,  the  holders  of  junior
participating  preferred shares are entitled to a liquidation preference of $100
per share plus the amount of any accrued and unpaid dividends,  prior to payment
of any  distribution in respect of the common shares or any other shares ranking
junior to the  junior  participating  preferred  shares.  After  payment of this
liquidation preference, the holders of junior participating preferred shares are
not entitled to further  distributions  until the holders of common  shares have
received an amount per share  equal to the  liquidation  preference  paid on the
junior participating preferred shares divided by 100, adjusted to reflect events
such as share splits, share dividends and recapitalizations affecting the common
shares.  Following  the full payment of this amount to the common  shareholders,
holders of junior  participating  preferred  shares are entitled to  participate

                                       16
<PAGE>
proportionately  on a per share  basis  with  holders  of  common  shares in the
distribution  of the remaining  assets to be distributed in respect of shares in
the ratio one one hundredth of the liquidation preference to one, respectively.

    The powers,  preferences  and rights of the junior  participating  preferred
shares are subject to the superior powers,  preferences and rights of our Series
A Preferred  Shares and any other  senior  series or class of  preferred  shares
which the board of trustees shall, from time to time, authorize and issue.

                        DESCRIPTION OF DEPOSITARY SHARES

General

    The  following  is a  summary  of the  material  provisions  of any  deposit
agreement and of the  depositary  shares and  depositary  receipts  representing
depositary  shares.  Because it is a  summary,  it does not  contain  all of the
information  that may be  important  to you. If you want more  information,  you
should read the form of deposit agreement and depositary  receipts which we will
filed as exhibits to the registration statement of which this prospectus is part
prior to an  offering  of  depositary  shares.  See  "Where  You Can  Find  More
Information."  This summary is also subject to and qualified by reference to the
descriptions  of the  particular  terms  of  your  securities  described  in the
applicable prospectus supplement.

    We may,  at our option,  elect to offer  fractional  interests  in shares of
preferred  shares,  rather than shares of preferred  shares. If we exercise this
option, we will appoint a depositary to issue depositary  receipts  representing
those  fractional  interests.  Preferred  shares of each series  represented  by
depositary  shares will be deposited under a separate deposit  agreement between
us and the  depositary.  The  prospectus  supplement  relating  to a  series  of
depositary  shares will show the name and address of the depositary.  Subject to
the terms of the applicable deposit  agreement,  each owner of depositary shares
will be entitled to all of the  distribution,  voting,  conversion,  redemption,
liquidation and other rights and preferences of the preferred shares represented
by those depositary shares.

    Depositary receipts issued pursuant to the applicable deposit agreement will
evidence ownership of depositary shares.  Upon surrender of depositary  receipts
at the office of the depositary, and upon payment of the charges provided in and
subject to the terms of the deposit  agreement,  a holder of  depositary  shares
will be entitled to receive the  preferred  shares  underlying  the  surrendered
depositary receipts.

Distributions

    A depositary will be required to distribute all cash distributions  received
in  respect  of the  applicable  preferred  shares  to  the  record  holders  of
depositary  receipts  evidencing the related  depositary shares in proportion to
the  number of  depositary  receipts  owned by the  holders.  Fractions  will be
rounded down to the nearest whole cent.

    If the  distribution is other than in cash, a depositary will be required to
distribute  property received by it to the record holders of depositary receipts
entitled  thereto,  unless the depositary  determines that it is not feasible to
make the distribution. In that case, the depositary may, with our approval, sell
the property and distribute the net proceeds from the sale to the holders.

    Depositary  shares that represent  preferred  shares  converted or exchanged
will not be entitled to  distributions.  The deposit agreement will also contain
provisions relating to the manner in which any subscription or similar rights we
offer to holders of the  preferred  shares will be made  available to holders of
depositary  shares.  All distributions will be subject to obligations of holders
to file proofs,  certificates  and other  information and to pay certain charges
and expenses to the depositary.

Withdrawal of Preferred Shares

    You may  receive  the  number of whole  shares of your  series of  preferred
shares and any money or other property  represented by those depositary receipts
after surrendering the depositary  receipts at the corporate trust office of the

                                       17
<PAGE>
depositary.  Partial  shares of  preferred  shares  will not be  issued.  If the
depositary shares that you surrender exceed the number of depositary shares that
represent the number of whole  preferred  shares you wish to withdraw,  then the
depositary  will  deliver  to you  at the  same  time a new  depositary  receipt
evidencing the excess number of depositary shares.  Once you have withdrawn your
preferred shares,  you will not be entitled to re-deposit those preferred shares
under the deposit  agreement in order to receive  depositary  shares.  We do not
expect  that there will be any public  trading  market for  withdrawn  preferred
shares.

Redemption of Depositary Shares

    If we redeem a series of the  preferred  shares  underlying  the  depositary
shares,  the depositary  will redeem those shares from the proceeds  received by
it. The depositary  will mail notice of redemption not less than 30 and not more
than 60 days before the date fixed for  redemption to the record  holders of the
depositary  receipts  evidencing the depositary shares we are redeeming at their
addresses  appearing  in  the  depositary's  books.  The  redemption  price  per
depositary  share will be equal to the  applicable  fraction  of the  redemption
price per share payable with respect to the series of the preferred shares.  The
redemption date for depositary  shares will be the same as that of the preferred
shares.  If we  are  redeeming  less  than  all of the  depositary  shares,  the
depositary will select the depositary shares we are redeeming by lot or pro rata
as the depositary may determine.

    After the date  fixed for  redemption,  the  depositary  shares  called  for
redemption  will no longer be deemed  outstanding.  All rights of the holders of
the  depositary  shares and the related  depositary  receipts will cease at that
time,  except  the right to  receive  the money or other  property  to which the
holders of depositary shares were entitled upon redemption. Receipt of the money
or other  property is subject to surrender to the  depositary of the  depositary
receipts evidencing the redeemed depositary shares.

Voting of the Preferred Shares

    Upon receipt of notice of any meeting at which the holders of the applicable
preferred shares are entitled to vote, a depositary will be required to mail the
information  contained  in the notice of  meeting  to the record  holders of the
applicable depositary receipts. Each record holder of depositary receipts on the
record date, which will be the same date as the record date, will be entitled to
instruct the  depositary as to the exercise of the voting  rights  pertaining to
the amount of preferred shares  represented by the holder's  depositary  shares.
The depositary  will try, as practical,  to vote the shares as you instruct.  We
will agree to take all reasonable  action that the depositary deems necessary in
order to enable it to do so. If you do not instruct the  depositary  how to vote
your  shares,  the  depositary  will  abstain  from  voting  those  shares.  The
depositary  will not be responsible  for any failure to carry out an instruction
to vote  or for the  effect  of any  such  vote  made so long as the  action  or
inaction  of the  depositary  is in  good  faith  and is not the  result  of the
depositary's gross negligence or willful misconduct.

Liquidation Preference

    Upon our  liquidation,  whether  voluntary  or  involuntary,  each holder of
depositary shares will be entitled to the fraction of the liquidation preference
accorded each preferred share represented by the depositary  shares, as shown in
the applicable prospectus supplement.

Conversion or Exchange of Preferred Shares

    The  depositary   shares  will  not   themselves  be  convertible   into  or
exchangeable for common shares,  preferred shares or any of our other securities
or  property.  Nevertheless,  if  so  specified  in  the  applicable  prospectus
supplement,  the  depositary  receipts  may be  surrendered  by  holders  to the
applicable  depositary  with written  instructions to it to instruct us to cause
conversion  of  the  preferred  shares  represented  by the  depositary  shares.
Similarly,  if so  specified in the  applicable  prospectus  supplement,  we may
require you to  surrender  all of your  depositary  receipts  to the  applicable
depositary upon our requiring the conversion or exchange of the preferred shares
represented by the  depositary  shares into our debt  securities.  We will agree
that, upon receipt of the instruction and any amounts payable in connection with
the  conversion or exchange,  we will cause the conversion or

                                       18
<PAGE>
exchange  using the same  procedures as those provided for delivery of preferred
shares to effect the conversion or exchange.  If you are converting  only a part
of the depositary shares, the depositary will issue you a new depositary receipt
for any unconverted depositary shares.

Taxation

    As owner of depositary  shares,  you will be treated for U.S. federal income
tax  purposes  as if you  were  an  owner  of the  series  of  preferred  shares
represented by the depositary  shares.  Therefore,  you will be required to take
into account for U.S. federal income tax purposes income and deductions to which
you would be entitled if you were a holder of the underlying series of preferred
shares. In addition:

o   no gain or loss will be recognized for U.S. federal income tax purposes upon
    the  withdrawal  of  preferred  shares in  exchange  for  depositary  shares
    provided in the deposit agreement;

o   the  tax  basis  of each  preferred  share  to you as  exchanging  owner  of
    depositary  shares will,  upon  exchange,  be the same as the  aggregate tax
    basis of the depositary shares exchanged for the preferred shares; and

o   if you held the  depositary  shares  as a  capital  asset at the time of the
    exchange for preferred  shares,  the holding period for the preferred shares
    will include the period during which you owned the depositary shares.

Amendment and Termination of a Deposit Agreement

    We and the  applicable  depositary  are permitted to amend the provisions of
the depositary  receipts and the deposit agreement.  However,  the holders of at
least a majority  of the  applicable  depositary  shares then  outstanding  must
approve any  amendment  that adds or increases  fees or charges or prejudices an
important right of holders. Every holder of an outstanding depositary receipt at
the time any  amendment  becomes  effective,  by continuing to hold the receipt,
will be bound by the applicable deposit agreement, as amended.

    Any deposit  agreement  may be  terminated by us upon not less than 30 days'
prior written  notice to the  applicable  depositary if (1) the  termination  is
necessary to preserve our status as a Maryland real estate  investment  trust or
(2) a majority of each series of preferred  shares  affected by the  termination
consents to the  termination.  When either event occurs,  the depositary will be
required to deliver or make  available  to each holder of  depositary  receipts,
upon  surrender of the  depositary  receipts  held by the holder,  the number of
whole or  fractional  shares  of  preferred  shares  as are  represented  by the
depositary shares evidenced by the depositary receipts,  together with any other
property held by the  depositary  with respect to the  depositary  receipts.  In
addition, a deposit agreement will automatically terminate if:

o   all depositary shares have been redeemed;

o   there  shall  have  been a final  distribution  in  respect  of the  related
    preferred shares in connection with our liquidation and the distribution has
    been made to the holders of depositary  receipts  evidencing  the depositary
    shares underlying the preferred shares; or

o   each related  preferred  share shall have been  converted or exchanged  into
    securities not represented by depositary shares.

Charges of a Depositary

    We will pay all transfer and other taxes and  governmental  charges  arising
solely from the existence of a deposit agreement.  In addition,  we will pay the
fees and expenses of a depositary in connection  with the initial deposit of the
preferred  shares and any redemption of preferred  shares.  However,  holders of
depositary receipts will pay any transfer or other governmental  charges and the
fees and  expenses  of a  depositary  for any duties the  holders  request to be
performed  that are outside of those  expressly  provided for in the  applicable
deposit agreement.

                                       19
<PAGE>
Resignation and Removal of Depositary

    A  depositary  may  resign  at any time by  delivering  to us  notice of its
election  to do so. In  addition,  we may at any time remove a  depositary.  Any
resignation  or removal will take effect when we appoint a successor  depositary
and it accepts the appointment. We must appoint a successor depositary within 60
days after delivery of the notice of resignation or removal.  A depositary  must
be a bank or trust company having its principal office in the United States that
has a combined capital and surplus of at least $50 million.

Miscellaneous

    A depositary  will be required to forward to holders of depositary  receipts
any reports and  communications  from us that it  receives  with  respect to the
related preferred shares. Holders of depository receipts will be able to inspect
the  transfer  books of the  depository  and the list of holders  of  depositary
receipts upon reasonable notice.

    Neither a depositary  nor our company will be liable if it is prevented from
or delayed in performing its obligations under a deposit agreement by law or any
circumstances  beyond its control.  Our  obligations and those of the depositary
under a deposit agreement will be limited to performing duties in good faith and
without gross  negligence or willful  misconduct.  Neither we nor any depositary
will be obligated to prosecute or defend any legal  proceeding in respect of any
depositary  receipts,  depositary  shares or  related  preferred  shares  unless
satisfactory indemnity is furnished. We and each depositary will be permitted to
rely on written advice of counsel or  accountants,  on  information  provided by
persons  presenting  preferred  shares for  deposit,  by  holders of  depositary
receipts, or by other persons believed in good faith to be competent to give the
information, and on documents believed in good faith to be genuine and signed by
a proper party.

    If a depositary receives  conflicting claims,  requests or instructions from
any holders of depositary receipts,  on the one hand, and us, on the other hand,
the depositary shall be entitled to act on the claims,  requests or instructions
received from us.

                             DESCRIPTION OF WARRANTS

    We  may  issue,   together  with  any  other  securities  being  offered  or
separately,  warrants entitling the holder to purchase from or sell to us, or to
receive  from  us the  cash  value  of the  right  to  purchase  or  sell,  debt
securities,  preferred  shares,  depositary  shares or common  shares.  We and a
warrant agent will enter a warrant agreement pursuant to which the warrants will
be issued. The warrant agent will act solely as our agent in connection with the
warrants and will not assume any obligation or  relationship  of agency or trust
for or with any holders or beneficial owners of warrants. We will file a copy of
the forms of warrants  and the warrant  agreement  with the SEC at or before the
time of the offering of the applicable series of warrants.

    The  following  is a summary of the  material  terms of our warrants and the
warrant  agreement.  Because it is a  summary,  it does not  contain  all of the
information  that may be  important  to you. If you want more  information,  you
should read the forms of warrants and the warrant  agreement  which we will file
as exhibits to the registration  statement of which this prospectus is part. See
"Where  You Can Find More  Information."  This  summary  is also  subject to and
qualified  by  reference  to the  descriptions  of the  particular  terms of our
securities described in the applicable prospectus supplement.

    In the case of each series of warrants, the applicable prospectus supplement
will describe the terms of the warrants being offered thereby. These include the
following, if applicable:

o   the offering price;

o   the currencies in which such warrants are being offered;

o   the number of warrants offered;

                                       20
<PAGE>
o   the securities underlying the warrants;

o   the  exercise  price,  the  procedures  for exercise of the warrants and the
    circumstances,  if any,  that will cause the  warrants  to be  automatically
    exercised;

o   the date on which the warrants will expire;

o   federal income tax consequences;

o   the rights, if any, we have to redeem the warrants;

o   the name of the warrant agent; and

o   the other terms of the warrants.

    Warrants may be exercised at the appropriate  office of the warrant agent or
any other office indicated in the applicable prospectus  supplement.  Before the
exercise of warrants,  holders will not have any of the rights of holders of the
securities  purchasable  upon exercise and will not be entitled to payments made
to holders of those securities.

    The warrant agreement may be amended or supplemented  without the consent of
the holders of the  warrants to which the  amendment  or  supplement  applies to
effect changes that are not inconsistent with the provisions of the warrants and
that do not  adversely  affect the  interests  of the  holders of the  warrants.
However,  any amendment that  materially and adversely  alters the rights of the
holders of  warrants  will not be  effective  unless  the  holders of at least a
majority of the  applicable  warrants then  outstanding  approve the  amendment.
Every  holder  of an  outstanding  warrant  at the  time any  amendment  becomes
effective,  by continuing to hold the warrant,  will be bound by the  applicable
warrant agreement as amended thereby. The prospectus  supplement applicable to a
particular  series of  warrants  may  provide  that  certain  provisions  of the
warrants,  including  the  securities  for which  they may be  exercisable,  the
exercise  price,  and the expiration date may not be altered without the consent
of the holder of each warrant.

            DESCRIPTION OF CERTAIN PROVISIONS OF MARYLAND LAW AND OF
                       OUR DECLARATION OF TRUST AND BYLAWS

    We are organized as a Maryland real estate  investment  trust. The following
is a summary of our  declaration  of trust and bylaws and several  provisions of
Maryland law.  Because it is a summary,  it does not contain all the information
that may be important to you. If you want more information,  you should read our
entire declaration of trust and bylaws, copies of which we have previously filed
with the SEC, or refer to the provisions of Maryland law.

Trustees

    Our  declaration of trust and bylaws provide that only our board of trustees
will  establish  the number of  trustees,  provided  however  that the tenure of
office  of a trustee  will not be  affected  by any  decrease  in the  number of
trustees.  Any vacancy on the board of trustees may be filled only by a majority
of the remaining  trustees,  even if the remaining  trustees do not constitute a
quorum. Any trustee elected to fill a vacancy will hold office for the remainder
of the full term of the class of  trustees  in which the  vacancy  occurred  and
until a successor is elected and  qualifies.  Our bylaws require that a majority
of our trustees be  independent  trustees  except for  temporary  periods due to
vacancies.

    Our  declaration  of trust divides our board of trustees into three classes.
Shareholders  elect our  trustees  of each class for  three-year  terms upon the
expiration of their current terms. Shareholders elect only one class of trustees
each  year.  We believe  that  classification  of our board  helps to assure the
continuity  of our business  strategies  and  policies.  There is no  cumulative
voting in the  election of  trustees.  Consequently,  at each annual  meeting of

                                       21
<PAGE>
shareholders,  the  holders of a majority of our shares are able to elect all of
the successors of the class of trustees whose terms expire at that meeting.

    The  classified  board  provision  could  have  the  effect  of  making  the
replacement  of our incumbent  trustees more time  consuming and  difficult.  At
least two annual  meetings of  shareholders  are generally  required to effect a
change in a majority of our board of trustees.

    Our  declaration  of trust  provides  that a trustee may be removed  with or
without cause by the affirmative  vote of the holders of at least  two-thirds of
our shares  entitled to be cast in the  election  of  trustees.  This  provision
precludes  shareholders  from  removing our incumbent  trustees  unless they can
obtain a substantial affirmative vote of shares.

Advance Notice of Trustee Nominations and New Business

    Our bylaws provide that  nominations of persons for election to our board of
trustees and business to be transacted at  shareholder  meetings may be properly
brought pursuant to our notice of the meeting, by our board of trustees, or by a
shareholder who is (i) a shareholder of record at the time of giving the advance
notice and at the time of the meeting,  (ii) entitled to vote at the meeting and
(iii) has  complied  with the  advance  notice  and other  applicable  terms and
provisions set forth in our bylaws.

    Under our  bylaws,  a  shareholder's  notice of  nominations  for trustee or
business to be transacted at an annual meeting of shareholders must be delivered
to our secretary at our principal office not later than the close of business on
the 90th day and not  earlier  than the close of business on the 120th day prior
to the first  anniversary of the date of mailing of our notice for the preceding
year's  annual  meeting.  In the event that the date of mailing of our notice of
the  annual  meeting  is  advanced  or  delayed  by more  than 30 days  from the
anniversary  date of the mailing of our notice for the  preceding  year's annual
meeting,  a  shareholder's  notice must be  delivered to us not earlier than the
close of business on the 120th day prior to the mailing of notice of such annual
meeting  and not later than the close of  business on the later of: (i) the 90th
day prior to the date of mailing of the notice for such annual meeting,  or (ii)
the 10th day following the day on which we first make a public  announcement  of
the date of mailing of our notice for such meeting. The public announcement of a
postponement  of the  mailing  of the notice  for such  annual  meeting or of an
adjournment  or  postponement  of an annual meeting to a later date or time will
not commence a new time period for the giving of a shareholder's  notice. If the
number of trustees to be elected to our board of  trustees is  increased  and we
make no public  announcement  of such  action or do not  specify the size of the
increased  board of trustees at least one hundred  (100) days prior to the first
anniversary  of the date of mailing of notice for our  preceding  year's  annual
meeting,  a shareholder's  notice also will be considered  timely, but only with
respect to  nominees  for any new  positions  created by such  increase,  if the
notice is delivered to our secretary at our principal  office not later than the
close of business on the 10th day  immediately  following  the day on which such
public announcement is made.

    For special meetings of  shareholders,  our bylaws require a shareholder who
is  nominating  a person  for  election  to our board of  trustees  at a special
meeting at which trustees are to be elected to give notice of such nomination to
our secretary at our principal  office not earlier than the close of business on
the 120th  day prior to such  special  meeting  and not later  than the close of
business on the later of: (1) the 90th day prior to such special  meeting or (2)
the 10th day following the day on which public announcement is first made of the
date of the special  meeting and of the nominees  proposed by the trustees to be
elected  at  such  meeting.   The  public  announcement  of  a  postponement  or
adjournment of a special meeting to a later date or time will not commence a new
time period for the giving of a shareholder's notice as described above.

    Any notice from a shareholder of  nominations  for trustee or business to be
transacted  at a  shareholder  meeting  must  be  in  writing  and  include  the
following:

o    as to each person  nominated for election or  reelection as a trustee,  (i)
     the nominee's name, age, business and residence  addresses,  (ii) the class
     and number of shares  beneficially  owned or owned of record by the nominee
     and (iii) all  information  relating  to the person  that is required to be
     disclosed in solicitations of proxies for

                                       22
<PAGE>
    election of  trustees or  otherwise  required  by  Regulation  14A under the
    Securities  Exchange Act of 1934,  as amended,  together  with the nominee's
    written  consent to being named in the proxy  statement  as a nominee and to
    serving as a trustee if elected;

o   as to other  business  that the  shareholder  proposes  to bring  before the
    meeting, a brief description of the business, the reasons for conducting the
    business and any material interest in the business of the shareholder and of
    the beneficial owner, if any, on whose behalf the proposal is made; and

o   as to the shareholder giving the notice and the beneficial owner, if any, on
    whose behalf the nomination or proposal is made, the name and address of the
    shareholder and beneficial owner and the number of our shares which (s)he or
    they own beneficially and of record.

Meetings of Shareholders

    Under our bylaws,  our annual meeting of shareholders will take place within
six months after the end of each fiscal year,  unless a different date is set by
the board of trustees.  Special meetings of shareholders may be called only by a
majority our board of trustees.

Liability and Indemnification of Trustees and Officers

    To the maximum  extent  permitted by Maryland law, our  declaration of trust
includes  provisions  limiting the liability of our present and former trustees,
officers  and  shareholders  for damages and  obligating  us to  indemnify  them
against  any claim or  liability  to which they may become  subject by reason of
their  status  or  actions  as our  present  or  former  trustees,  officers  or
shareholders. Our declaration of trust also obligates us to pay or reimburse the
people described above for reasonable  expenses in advance of final  disposition
of a proceeding.

    The Maryland  REIT Law permits a real estate  investment  trust to indemnify
and advance expenses to its trustees, officers, employees and agents to the same
extent  permitted by the Maryland  General  Corporation  Law for  directors  and
officers of Maryland corporations.  The Maryland General Corporation Law permits
a corporation to indemnify its present and former directors and officers against
judgments,  penalties,  fines,  settlements and reasonable  expenses incurred in
connection  with any  proceeding  to which they may be made a party by reason of
their  service  in those  capacities.  However,  a Maryland  corporation  is not
permitted  to  provide  this  type  of   indemnification  if  the  following  is
established:

o   the act or  omission of the  director or officer was  material to the matter
    giving  rise to the  proceeding  and was  committed  in bad faith or was the
    result of active and deliberate dishonesty;

o   the director or officer  actually  received an improper  personal benefit in
    money, property or services; or

o   in the  case  of any  criminal  proceeding,  the  director  or  officer  had
    reasonable cause to believe that the act or omission was unlawful.

Additionally, a Maryland corporation may not indemnify a director or officer for
an adverse  judgment in a suit by or in the right of that  corporation  or for a
judgment  of  liability  on the  basis  that  personal  benefit  was  improperly
received, unless in either case a court orders indemnification and then only for
expenses.  The Maryland General Corporation Law permits a corporation to advance
reasonable  expenses to a director or officer upon the corporation's  receipt of
the following:

o   a written  affirmation  by the  director or officer of his good faith belief
    that he has met the standard of conduct necessary for indemnification by the
    corporation; and

o   a written  undertaking  by him or on his behalf to repay the amount  paid or
    reimbursed  by the  corporation  if it is  ultimately  determined  that this
    standard of conduct was not met.

                                       23
<PAGE>
    The SEC has expressed the opinion that indemnification of trustees, officers
or persons  otherwise  controlling a company for  liabilities  arising under the
Securities  Act of 1933, as amended,  is against  public policy and is therefore
unenforceable.

Shareholder Liability

    Under the Maryland REIT Law, a shareholder is not personally  liable for the
obligations of a real estate  investment  trust solely as a result of his status
as a shareholder.  Our declaration of trust provides that no shareholder will be
liable for any debt,  claim,  demand,  judgment  or  obligation  of any kind of,
against or with respect to us by reason of being a  shareholder.  Despite  these
facts,  our  legal  counsel  has  advised  us  that in  some  jurisdictions  the
possibility  exists that shareholders of a trust entity such as ours may be held
liable  for acts or  obligations  of the trust.  While we intend to conduct  our
business in a manner designed to minimize potential  shareholder  liability,  we
can give no  assurance  that you can avoid  liability  in all  instances  in all
jurisdictions.  Our trustees  have not provided in the past and do not intend to
provide insurance covering these risks to our shareholders.

Transactions with Affiliates

    Our declaration of trust allows us to enter into contracts and  transactions
of any kind with any person, including any of our trustees,  officers, employees
or agents or any person affiliated with them so long as the affiliate's interest
in the transaction is disclosed to the trustees or shareholders  the transaction
is ratified by a majority vote of either the trustees who are not  interested in
the transaction or the shareholders.

Voting by Shareholders

    Whenever  shareholders  are  required or  permitted  to take any action by a
vote,  the action may only be taken by a vote at a shareholders  meeting.  Under
our  declaration of trust and bylaws  shareholders do not have the right to take
any action by written consents instead of a vote.

Restrictions on Transfer of Shares

    Our  declaration  of trust  restricts  the amount of shares that  individual
shareholders  may own.  These  restrictions  are  intended  to assist  with REIT
compliance under the Internal Revenue Code of 1986, as amended, and otherwise to
promote  our  orderly  governance.  These  restrictions  do not  apply  to  HRPT
Properties  Trust,  REIT  Management  & Research  LLC or their  affiliates.  All
certificates  evidencing  our  shares  will  bear a  legend  referring  to these
restrictions.

    Our  declaration  of trust  provides that no person may own, or be deemed to
own by virtue of the  attribution  provisions  of the  Internal  Revenue Code of
1986,  as amended,  more than 9.8% of the number,  value or voting  power of our
outstanding  shares.  Our  declaration  of trust also  prohibits any person from
beneficially or  constructively  owning shares if that ownership would result in
us being closely held under Section 856(h) of the Internal Revenue Code of 1986,
as amended, or would otherwise cause us to fail to qualify as a REIT.

    Our board of trustees,  in its discretion,  may exempt a proposed transferee
from the share ownership limitation. So long as our board of trustees determines
that it is in our best interest to qualify as a REIT, the board may not grant an
exemption if the exemption would result in us failing to qualify as a REIT.

    If a person  attempts a transfer of our shares in violation of the ownership
limitations  described  above,  then that number of shares which would cause the
violation will be automatically transferred to a trust for the exclusive benefit
of one or more charitable  beneficiaries  designated by us. The prohibited owner
will  not  acquire  any  rights  in  these  excess  shares,   will  not  benefit
economically  from  ownership  of any  excess  shares,  will  have no  rights to
distributions  made with  respect to any excess  shares and will not possess any
rights to vote the excess shares.  This automatic  transfer will be deemed to be
effective  as of the close of business on the  business day prior to the date of
the violative transfer.

                                       24
<PAGE>
    At our direction,  the excess share trustee will sell the shares held in the
excess  share trust to a person  designated  by the excess share  trustee  whose
ownership of the shares will not violate the ownership  limitations set forth in
our  declaration  of trust.  Upon this  sale,  the  interest  of the  charitable
beneficiary  in the shares sold will terminate and the excess share trustee will
distribute  the net  proceeds  of the sale to the  prohibited  owner  and to the
charitable beneficiary as follows:

o   The prohibited owner will receive the lesser of:

        (1) the price  paid by the  prohibited  owner for the  shares or, if the
            prohibited  owner did not give  value for the  shares in  connection
            with the event  causing  the shares to be held in the  excess  share
            trust, e.g., a gift, devise or other similar transaction, the market
            price of the shares on the day of the event causing the shares to be
            transferred to the excess share trust; and

        (2) the net price  received by the excess share trustee from the sale of
            the shares held in the excess share trust.

o   Any net sale  proceeds  in excess of the amount  payable  to the  prohibited
    owner shall be paid to the charitable beneficiary.

    Also,  shares of beneficial  interest held in the excess share trust will be
offered  for sale to us, or our  designee,  at a price  per  share  equal to the
lesser of:

        (1) the price per share in the transaction that resulted in the transfer
            to the excess  share trust or, in the case of a devise or gift,  the
            market price at the time of the devise or gift; and

        (2) the market price on the date we or our designee accepts the offer.

    We will have the right to accept the offer  until the excess  share  trustee
has sold the shares held in the excess share trust. The net proceeds of the sale
to us will be distributed similar to any other sale by an excess share trustee.

    Pursuant to the Internal Revenue Code of 1986, as amended, every owner of 5%
or more (or any other  percentage  between  1/2 of 1% and 5% as  provided in the
rules and  regulations  promulgated  thereunder) of all classes or series of our
shares is required to give us written  notice  thereof  within 30 days after the
end of each taxable year. In addition,  our  declaration  of trust provides that
each  shareholder  must, upon demand,  disclose to us in writing any information
with respect to ownership of shares as the trustees deem reasonably necessary to
comply with or determine  compliance  with the REIT  provisions  of the Internal
Revenue  Code  of  1986,  as  amended  or  any  other  rules  promulgated  by  a
governmental or taxing authority.

    The  restrictions  described  above will not preclude the  settlement of any
transaction  entered  into  through  the  facilities  of the  NYSE or any  other
national  securities  exchange or automated  inter-dealer  quotation system. Our
declaration of trust provides, however, that the fact that the settlement of any
transaction  occurs  will  not  negate  the  effect  of  any  of  the  foregoing
limitations  and any transferee in this kind of  transaction  will be subject to
all of the provisions and limitations described above.

Business Combinations

    The Maryland  General  Corporation  Law contains a provision which regulates
business  combinations with interested  shareholders.  This provision applies to
Maryland  real estate  investment  trusts like us.  Under the  Maryland  General
Corporation Law, business  combinations such as mergers,  consolidations,  share
exchanges  and the like between a Maryland real estate  investment  trust and an
interested  shareholder  or  an  affiliate  of  an  interested  shareholder  are
prohibited  for five years after the most  recent date on which the  shareholder
becomes an interested  shareholder.  Under the Maryland General  Corporation Law
the following persons are deemed to be interested shareholders:

                                       25
<PAGE>
o   any person  who  beneficially  owns 10% or more of the  voting  power of the
    trust's shares; or

o   an  affiliate or associate of the trust who, at any time within the two-year
    period prior to the date in  question,  was the  beneficial  owner of 10% or
    more of the voting power of the then outstanding voting shares of the trust.

    After the five-year  prohibition  period has ended,  a business  combination
between a trust and an interested  shareholder  must be recommended by the board
of trustees of the trust and must receive the following shareholder approvals:

o   the affirmative vote of at least 80% of the votes entitled to be cast; and

o   the affirmative vote of at least two-thirds of the votes entitled to be cast
    by holders of shares  other than shares held by the  interested  shareholder
    with whom or with whose  affiliate or associate the business  combination is
    to be  effected  or held by an  affiliate  or  associate  of the  interested
    shareholder.

This shareholder  approval is not required if the trust's  shareholders  receive
the minimum price set forth in the Maryland  General  Corporation  Law for their
shares  and  the  consideration  is  received  in cash  or in the  same  form as
previously paid by the interested shareholder for its shares.

    The foregoing  provisions  of the Maryland  General  Corporation  Law do not
apply,  however,  to business  combinations that are approved or exempted by the
board of trustees of the trust prior to the time that the interested shareholder
becomes an interested  shareholder.  A person is not an  interested  shareholder
under the Maryland General  Corporation Law if the board of trustees approved in
advance  the  transaction  by which the person  otherwise  would have  become an
interested  shareholder.  The board of trustees may provide that its approval is
subject to compliance with any terms and conditions determined by the board. Our
declaration  of trust  provides that we have elected not to be governed by these
provisions of the Maryland General Corporation Law.

Control Share Acquisitions

    The Maryland  General  Corporation  Law contains a provision which regulates
control share acquisitions.  This provision also applies to Maryland real estate
investment  trusts.  The Maryland General  Corporation Law provides that control
shares of a Maryland real estate  investment  trust  acquired in a control share
acquisition  have no voting rights except to the extent that the  acquisition is
approved by a vote of two-thirds of the votes entitled to be cast on the matter,
excluding shares of beneficial interest owned by the acquiror, by officers or by
trustees who are  employees of the trust.  Control  shares are voting  shares of
beneficial  interest  which,  if aggregated  with all other shares of beneficial
interest  previously  acquired  by the  acquiror,  or in  respect  of which  the
acquiror  is able to  exercise or direct the  exercise  of voting  power,  would
entitle the acquiror to exercise voting power in electing trustees within one of
the following ranges of voting power:

o   one-tenth or more but less than one-third;

o   one-third or more but less than a majority; or

o   a majority or more of all voting power.

An acquiror must obtain the necessary shareholder approval each time he acquires
control  shares in an amount  sufficient  to cross one of the  thresholds  noted
above.

    Control shares do not include shares which the acquiring  person is entitled
to vote as a result of having previously obtained shareholder approval by virtue
of a revocable proxy.  The Maryland  General  Corporation Law provides a list of
exceptions from the definition of control share acquisition.

                                       26
<PAGE>
    A person who has made or proposes to make a control share acquisition,  upon
satisfaction  of the  conditions set forth in the Maryland  General  Corporation
Law, including an undertaking to pay expenses,  may compel the board of trustees
of the trust to call a special meeting of shareholders to be held within 50 days
after  demand to consider the voting  rights of the shares.  If no request for a
meeting is made,  the trust may itself  present  the matter at any  shareholders
meeting.

    If voting rights are not approved at the meeting or if the acquiring  person
does not deliver an  acquiring  person  statement  as  required by the  Maryland
General  Corporation  Law,  then the trust may redeem any or all of the  control
shares  for fair  value  determined  as of the date of the  last  control  share
acquisition  by the  acquiror  or of any  meeting of  shareholders  at which the
voting rights of those shares are considered and not approved.  The right of the
trust to redeem any or all of the control  shares is subject to  conditions  and
limitations  listed in the Maryland  General  Corporation Law. The trust may not
redeem shares for which voting rights have previously been approved.  Fair value
is  determined  without  regard to the absence of voting  rights for the control
shares.  If voting  rights for control  shares are  approved  at a  shareholders
meeting  and the  acquiror  becomes  entitled  to vote a majority  of the shares
entitled to vote, all other shareholders may exercise appraisal rights. The fair
value of the shares as determined for purposes of these appraisal rights may not
be less than the  highest  price per share paid by the  acquiror  in the control
share acquisition.

    The control share  acquisition  statute of the Maryland General  Corporation
Law does not apply to the following:

o   shares acquired in a merger, consolidation or share exchange if the trust is
    a party to the transaction; or

o   acquisitions approved or exempted by a provision in the declaration of trust
    or bylaws of the trust adopted before the acquisition of shares.

    Our declaration of trust provides that we have elected not to be governed by
these provisions of the Maryland General Corporation Law.

Rights Plan

    In May 1997, our trustees adopted a shareholders' rights plan which provides
for the distribution of one junior participating  preferred share purchase right
for each common share. Each right entitles the holder to buy 1/100th of a junior
participating  preferred  share (or in certain  circumstances,  to receive cash,
property, common stock or our other securities) at an exercise price of $100 per
1/100th of a junior participating  preferred share. The powers,  preferences and
rights and certain  qualifications,  limitations and  restrictions of the junior
participating  preferred  shares are  summarized  above  under  "Description  of
Preferred Shares - Junior Participating Preferred Shares."

    Initially,  the rights  are  attached  to common  shares.  The  rights  will
separate  from the common  shares upon a rights  distribution  date which is the
earlier of (1) 10 business  days  following a public  announcement  by us that a
person or group of persons has  acquired,  or has obtained the right to acquire,
beneficial  ownership of 10% or more of the outstanding  common shares or (2) 10
business days  following the  commencement  of a tender offer or exchange  offer
that would result in a person acquiring  beneficial  ownership of 10% or more of
the outstanding  common shares. In each instance the trustees may determine that
the distribution date will be a date later than 10 days following the triggering
event.

    Until  they  become   exercisable  the  rights  will  be  evidenced  by  the
certificates  for common shares and will be transferred  with and only with such
common share  certificates.  The surrender for transfer of any  certificates for
common  shares  outstanding  will also  constitute  the  transfer  of the rights
associated with the common shares represented by such certificates.

    The rights are not  exercisable  until a rights  distribution  date and will
expire at the close of business on April 30, 2007,  unless  earlier  redeemed or
exchanged  by us as  described  below.  Until a right is  exercised,  the holder

                                       27
<PAGE>
thereof,  as such,  has no  rights as a  shareholder  of the  trust,  including,
without limitation, the right to vote or to receive dividends.

    Upon the occurrence of a "flip-in  event",  each holder of a right will have
the  ability  to  exercise  it for a number of common  shares  (or,  in  certain
circumstances,  other property) having a current market price equal to two times
the exercise price of the right.  Notwithstanding  the foregoing,  following the
occurrence of a "flip-in event", all rights that are, or were held by beneficial
owners of 10% or more of our common stock will be void in several  circumstances
described in the rights agreement.  Rights will not be exercisable following the
occurrence of any "flip-in  event" until the rights are no longer  redeemable by
us as set  forth  below.  A  "flip-in  event"  occurs  when a person or group of
persons  acquires more than 10% of the beneficial  ownership of the  outstanding
common shares pursuant to any transaction  other than a tender or exchange offer
for all  outstanding  common  shares on terms  which a majority  of our  outside
trustees  determine to be fair to and otherwise in the best  interests of us and
our shareholders.

    A "flip-over event" occurs when, at any time on or after the announcement of
a share  acquisition which will result in a person becoming the beneficial owner
of more than 10% of our outstanding  common shares,  we take part in a merger or
other business combination transaction (other than certain mergers that follow a
fair offer) in which the trust is not the surviving  entity or the common shares
are changed or exchanged  or 50% or more of our assets or earning  power is sold
or  transferred.  Upon the  occurrence  of a "flip-over  event" each holder of a
right (except rights which previously have been voided, as set forth above) will
have the option to exchange  their right for a number of shares of common  stock
of the acquiring  company  having a current  market price equal to two times the
exercise price of the right.

    The purchase price and the number of junior  participating  preferred shares
issuable upon exercise of the rights are subject to adjustment from time to time
to prevent  dilution.  With certain  exceptions,  no  adjustment in the purchase
price will be required until cumulative adjustments amount to at least 1% of the
purchase  price.  We will make a cash payment in lieu of any  fractional  shares
resulting  from the  exercise of any right.  We have 10 days from the date of an
announcement of a share  acquisition  which will result in a person becoming the
beneficial owner of more than 10% of our outstanding common shares to redeem the
rights in whole, but not in part, at a price of $.01 per right,  payable, at our
option  in cash,  common  shares  or other  consideration  as the  trustees  may
determine.  Immediately  upon the  effectiveness  of the action of the  trustees
ordering  redemption of the rights, the rights will terminate and the only right
of the holders of rights will be to receive the redemption price.

    The terms of the  rights,  other  than key  financial  terms and the date on
which  the  rights  expire,  may  be  amended  by  the  trustees  prior  to  the
distribution  date.  After the  distribution  date, the provisions of the rights
agreement may be amended by the trustees only in order to

o   cure ambiguities or defects;

o   make  changes  which do not  adversely  affect the  interests  of holders of
    rights  (other  than the  rights of a person  that has  obtained  beneficial
    ownership of more than 10% of our outstanding shares); or

o   to shorten or lengthen any time period under the rights agreement.

    However,  no amendment to lengthen the time period  governing  redemption is
permitted to be made at such time as the rights are not redeemable.

Amendment to our Declaration of Trust, Dissolution and Mergers

    Under the Maryland REIT Law, a real estate investment trust generally cannot
dissolve,  amend its  declaration  of trust or merge,  unless these  actions are
approved by at least two-thirds of all shares entitled to be cast on the matter.
The  Maryland  REIT Law  allows a  trust's  declaration  of trust to set a lower
percentage,  so  long  as the  percentage  is not  less  than  a  majority.  Our
declaration of trust provides for approval of an amendment (except amendments to
certain provisions of the declaration of trust) by a majority of shares entitled
to vote on these actions provided the

                                       28
<PAGE>
amendment  in question has been  approved by a  two-thirds  vote of our board of
trustees.  Under the Maryland  REIT Law, a  declaration  of trust may permit the
trustees by a  two-thirds  vote to amend the  declaration  of trust from time to
time to qualify as a real estate  investment  trust under the  Internal  Revenue
Code of 1986, as amended,  or the Maryland REIT Law without the affirmative vote
or written  consent of the  shareholders.  Our declaration of trust permits this
type of action by our board of trustees.  Our  declaration of trust also permits
our board of trustees to effect  changes in our  unissued  shares,  as described
more fully above.  As permitted by the  Maryland  REIT Law, our  declaration  of
trust  provides that a majority of our entire board of trustees,  without action
by the  shareholders,  may amend our  declaration of trust to change the name or
other  designation  or the par value of any  class or  series  of our  preferred
shares and the aggregate par value of our preferred shares.

Anti-Takeover Effect of Maryland Law and of our Declaration of Trust and Bylaws

    The  following  provisions  in our  declaration  of trust and  bylaws and in
Maryland law could delay or prevent a change in our control:

o   the limitation on ownership and acquisition of more than 9.8% of our shares;

o   the classification of our board of trustees into classes and the election of
    each class for three-year staggered terms;

o   the requirement of a two-thirds majority vote of shareholders for removal of
    our trustees;

o   the facts that the number of our  trustees  may be fixed only by vote of our
    board of  trustees,  that a vacancy on our board of  trustees  may be filled
    only by the  affirmative  vote of a majority of our  remaining  trustees and
    that our shareholders are not entitled to act without a meeting;

o   the  provision  that  only  our  board of  trustees  may  call  meetings  of
    shareholders;

o   the advance notice requirements for shareholder nominations for trustees and
    other proposals; and

o   the  ability of our board of  trustees  to  authorize  and issue  additional
    shares,  including  additional  classes of shares with rights defined at the
    time of issuance, without shareholder approval.

                              PLAN OF DISTRIBUTION

    We may sell the offered securities (a) through  underwriters or dealers, (b)
directly to  purchasers,  including our  affiliates,  (c) through  agents or (d)
through a combination of any of these methods.  The prospectus  supplement  will
include the following information:

o   the terms of the offering;

o   the names of any underwriters or agents;

o   the name or names of any managing underwriter or underwriters;

o   the purchase price of the securities;

o   the net proceeds from the sale of the securities;

o   any delayed delivery arrangements;

o   any  underwriting  discounts,   commissions  and  other  items  constituting
    underwriters' compensation;

                                       29
<PAGE>
o   any initial public offering price; and

o   any discounts or  concessions  allowed or reallowed or paid to dealers;  and
    any commissions paid to agents.

    In compliance with NASD guidelines, the maximum commission or discount to be
received by any NASD member or  independent  broker  dealer may not exceed 8% of
the aggregate  amount of the securities  offered  pursuant to this prospectus or
any applicable prospectus supplement.

Sale Through Underwriters or Dealers

    If  underwriters  are used in the sale,  the  underwriters  will acquire the
securities  for their own account.  The  underwriters  may resell the securities
from  time  to  time  in  one  or  more   transactions,   including   negotiated
transactions,  at a fixed public offering price or at varying prices  determined
at the time of sale.  Underwriters  may offer  securities  to the public  either
through underwriting syndicates represented by one or more managing underwriters
or directly by one or more firms  acting as  underwriters.  Unless we inform you
otherwise in the prospectus  supplement,  the obligations of the underwriters to
purchase  the  securities  will  be  subject  to  certain  conditions,  and  the
underwriters  will be obligated to purchase all the offered  securities  if they
purchase any of them. The  underwriters may change from time to time any initial
public  offering price and any discounts or concessions  allowed or reallowed or
paid to dealers.

    In order to facilitate  the offering of  securities,  the  underwriters  may
engage in transactions that stabilize, maintain or otherwise affect the price of
the securities. Specifically, the underwriters may over-allot in connection with
the offering,  creating a short position in the securities for their account. In
addition,  to cover over-allotments or to stabilize the price of the shares, the
underwriters may bid for, and purchase,  shares in the open market.  Finally, an
underwriting syndicate may reclaim selling concessions allowed to an underwriter
or a dealer for  distributing  the  securities  in the offering if the syndicate
repurchases  previously  distributed  shares in  transactions to cover syndicate
short  positions,  in  stabilization  transactions,  or otherwise.  Any of these
activities may stabilize or maintain the market price of the offered  securities
above independent  market levels. The underwriters are not required to engage in
these activities, and may end any of these activities at any time.

    Some or all of the  securities  that we offer though this  prospectus may be
new issues of securities with no established trading market. Any underwriters to
whom we sell  securities for public offering and sale may make a market in those
securities,  but they  will not be  obligated  to and they may  discontinue  any
market making at any time without notice.  Accordingly,  we cannot assure you of
the  liquidity  of, or continued  trading  markets for, any  securities  offered
pursuant to this prospectus.

    If dealers are used in the sale of  securities,  we will sell the securities
to them as  principals.  They may then resell those  securities to the public at
varying prices  determined by the dealers at the time of resale. We will include
in the  prospectus  supplement  the  names of the  dealers  and the terms of the
transaction.

Direct Sales and Sales Through Agents

    We may sell the securities directly. In this case, no underwriters or agents
would be involved.  We may also sell the securities  through  agents  designated
from time to time. In the prospectus supplement, we will name any agent involved
in the  offer  or sale of the  offered  securities,  and we  will  describe  any
commissions  payable  to the  agent.  Unless  we  inform  you  otherwise  in the
prospectus  supplement,  any agent will agree to use its reasonable best efforts
to solicit purchases for the period of its appointment.

    We may sell the securities directly to institutional investors or others who
may be deemed to be  underwriters  within the meaning of the  Securities  Act of
1933, as amended, with respect to any sale of those securities. We will describe
the terms of any such sales in the prospectus supplement.

                                       30
<PAGE>
Delayed Delivery Contracts

    If we so indicate in the  prospectus  supplement,  we may authorize  agents,
underwriters  or dealers to solicit offers from certain types of institutions to
purchase  securities  at  the  public  offering  price  under  delayed  delivery
contracts. These contracts would provide for payment and delivery on a specified
date in the future.  The  contracts  would be subject  only to those  conditions
described in the prospectus supplement.  The prospectus supplement will describe
the commission payable for solicitation of those contracts.

General Information

    We may  have  agreements  with  the  agents,  dealers  and  underwriters  to
indemnify them against certain civil  liabilities,  including  liabilities under
the  Securities  Act of 1933,  as  amended,  or to  contribute  with  respect to
payments  that the  agents,  dealers or  underwriters  may be  required to make.
Agents,  dealers and  underwriters  may be customers of, engage in  transactions
with or perform services for us in the ordinary course of their businesses.

    Each underwriter,  dealer and agent participating in the distribution of any
of the  securities  that are issuable in bearer form will agree that it will not
offer, sell or deliver, directly or indirectly, securities in bearer form in the
United  States or to United  States  persons,  other than  qualifying  financial
institutions, during the restricted period, as defined in United States Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(7).

                       VALIDITY OF THE OFFERED SECURITIES

    Sullivan & Worcester LLP, as to certain matters of New York law, and Ballard
Spahr Andrews & Ingersoll LLP, as to certain  matters of Maryland law, will pass
upon the validity of the offered  securities for us. Barry M. Portnoy,  a former
partner  of the  firm  of  Sullivan  &  Worcester  LLP,  is one of our  managing
trustees,  he is a managing  trustee of HRPT Properties Trust and Senior Housing
Properties  Trust,  and a managing  director of Five Star Quality Care, Inc. Mr.
Portnoy is also a director and 50% indirect  beneficial owner of REIT Management
& Research  LLC.  Sullivan & Worcester LLP and Ballard Spahr Andrews & Ingersoll
LLP represent HRPT Properties Trust,  Senior Housing Properties Trust, Five Star
Quality  Care,  Inc.,  REIT  Management  &  Research  LLC and  certain  of their
affiliates.

                                     EXPERTS

    The financial  statements  and  schedules  included in our Form 10-K for the
year ended December 31, 2000,  incorporated  in this prospectus and elsewhere in
the registration statement have been audited by Arthur Andersen LLP, independent
public  accountants,  as indicated in their reports with respect hereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said reports.

                       WHERE YOU CAN FIND MORE INFORMATION

    We file annual,  quarterly and current  reports,  proxy statements and other
information with the SEC. You may read and copy any reports, statements or other
information  on file at the SEC's  public  reference  room at 450 Fifth  Street,
N.W.,  Washington,  D.C.  20549.  You can request copies of those documents upon
payment  of a  duplicating  fee  to  the  SEC.  This  prospectus  is  part  of a
registration  statement and does not contain all of the information set forth in
the registration  statement.  Please call the SEC at 1-800-SEC-0330  for further
information on the operation of the public  reference  rooms. You can review our
SEC filings and the registration  statement by accessing the SEC's Internet site
at http://www.sec.gov.

    Our common shares are traded on the New York Stock Exchange under the symbol
"HPT," and you can review similar information concerning us at the office of the
NYSE at 20 Broad Street, New York, New York 10005.

                                       31
<PAGE>
                       DOCUMENTS INCORPORATED BY REFERENCE

    The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to those documents.  The information incorporated by reference is considered
to be part of this  prospectus.  Statements  in this  prospectus  regarding  the
contents of any contract or other document may not be complete. You should refer
to the  copy of the  contract  or other  document
filed as an exhibit to the registration statement.  Later information filed with
the SEC will update and supersede  information we have included or  incorporated
by reference in this prospectus.

    We incorporate by reference the documents  listed below and any filings made
after the date of the initial filing of the  registration  statement,  including
filings made prior to the effectiveness of the registration  statement, of which
this prospectus is a part made with the SEC under Sections  13(a),  13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended,  until the offering of
the securities made by this prospectus is completed or terminated:

o   our Annual Report on Form 10-K for the fiscal year ended December 31, 2000;

o   Quarterly  Reports on Form 10-Q for the  quarterly  periods  ended March 31,
    2001, June 30, 2001 and September 30, 2001;

o   our Current Report on Form 8-K dated August 1, 2001;

o   the description of our junior  participating  preferred  shares contained in
    our registration statement on Form 8-A dated May 30, 1997; and

o   the description of our common shares contained in our registration statement
    on Form 8-A dated August 14, 1995.

    We will provide you with a copy of the  information we have  incorporated by
reference, excluding exhibits other than those which we specifically incorporate
by reference in this  prospectus.  You may obtain this information at no cost by
writing or telephoning us at: 400 Centre Street, Newton,  Massachusetts,  02458,
(617) 964-8389, Attention: Investor Relations.

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

    ARTICLES OF AMENDMENT AND RESTATEMENT  ESTABLISHING  HOSPITALITY  PROPERTIES
TRUST,  DATED MAY 12,  1995,  AS AMENDED AND  RESTATED ON AUGUST 21,  1995,  AND
FURTHER AMENDED, A COPY OF WHICH,  TOGETHER WITH ALL AMENDMENTS THERETO, IS DULY
FILED IN THE OFFICE OF THE STATE  DEPARTMENT  OF  ASSESSMENTS  AND  TAXATION  OF
MARYLAND,  PROVIDES THAT THE NAME  "HOSPITALITY  PROPERTIES TRUST" REFERS TO THE
TRUSTEES UNDER THE  DECLARATION OF TRUST AS TRUSTEES,  BUT NOT  INDIVIDUALLY  OR
PERSONALLY,  AND THAT NO  TRUSTEE,  OFFICER,  SHAREHOLDER,  EMPLOYEE OR AGENT OF
HOSPITALITY  PROPERTIES  TRUST SHALL BE HELD TO ANY PERSONAL  LIABILITY  FOR ANY
OBLIGATION  OF, OR CLAIM  AGAINST,  HOSPITALITY  PROPERTIES  TRUST.  ALL PERSONS
DEALING  WITH  HOSPITALITY  PROPERTIES  TRUST  SHALL  LOOK ONLY TO THE ASSETS OF
HOSPITALITY  PROPERTIES  TRUST FOR THE PAYMENT OF ANY SUM OR THE  PERFORMANCE OF
ANY OBLIGATION.

                                       32
<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution

    Set forth below is an estimate (except in the case of the registration  fee)
of the  amount  of fees and  expenses  to be  incurred  in  connection  with the
issuance and  distribution of the offered  securities,  other than  underwriting
discounts and commissions.


         Registration Fee Under Securities Act of 1933.......          $184,591
         Blue Sky Fees and Expenses..........................            15,000
         Legal Fees and Expenses.............................         1,800,000
         Accounting Fees and Expenses........................         1,000,000
         Printing and Engraving..............................           500,000
         Rating Agencies Fees................................           300,000
         Trustee Fees (including counsel fees)...............           100,000
         Miscellaneous Fees and Expenses.....................           250,409
                                                                     ----------
                           Total:                                    $4,150,000

Item 15.  Indemnification of Directors and Officers

    To the maximum  extent  permitted by Maryland law, our  declaration of trust
and bylaws include  provisions  limiting the liability of our present and former
trustees,  officers and  shareholders for damages and obligating us to indemnify
them against any claim or  liability to which they may become  subject by reason
of their  status or  actions  as our  present or former  trustees,  officers  or
shareholders. Our declaration of trust also obligates us to pay or reimburse the
people described above for reasonable  expenses in advance of final  disposition
of a proceeding.

    The Maryland  REIT Law permits a real estate  investment  trust to indemnify
and advance  expenses to its trustees,  officers,  employees and agents the same
extent  permitted by the Maryland  General  Corporation  Law for  directors  and
officers of Maryland  corporations.  Maryland General  Corporation Law permits a
corporation to indemnify its present and former  directors and officers  against
judgments,  penalties,  fines,  settlements and reasonable  expenses incurred in
connection  with any  proceeding  to which they may be made a party by reason of
their  service  in those  capacities.  However,  a Maryland  corporation  is not
permitted  to  provide  this  type  of   indemnification  if  the  following  is
established:

o   the act or  omission of the  director or officer was  material to the matter
    giving  rise to the  proceeding  and was  committed  in bad faith or was the
    result of active and deliberate dishonesty;

o   the director or officer  actually  received an improper  personal benefit in
    money, property or services; or

o   in the  case  of any  criminal  proceeding,  the  director  or  officer  had
    reasonable cause to believe that the act or omission was unlawful.

Additionally, a Maryland corporation may not indemnify a director or officer for
an adverse  judgment in a suit by or in the right of that  corporation  or for a
judgment  of  liability  on the  basis  that  personal  benefit  was  improperly

                                      II-1
<PAGE>
received, unless in either case a court orders indemnification and then only for
expenses.  The Maryland General Corporation Law permits a corporation to advance
reasonable  expenses to a director or officer upon the corporation's  receipt of
the following:

o   a written  affirmation  by the  director or officer of his good faith belief
    that he has met the standard of conduct necessary for indemnification by the
    corporation; and

o   a written  undertaking  by him or on his behalf to repay the amount  paid or
    reimbursed  by the  corporation  if it is  ultimately  determined  that this
    standard of conduct was not met.

    The SEC has expressed the opinion that indemnification of trustees, officers
or persons  otherwise  controlling a company for  liabilities  arising under the
Securities  Act of 1933, as amended,  is against  public policy and is therefore
unenforceable.

    Reference is made to our bylaws filed as Exhibit 3.2 to our Annual Report on
Form 10-K for the year ended  December 31,  1999.  Reference is also made to our
declaration  of trust filed as Exhibit 3.1 to our Annual Report on Form 10-K for
the year ended December 31, 1999.

    Reference is made to the underwriting  agreements (Exhibits 1.1 through 1.5)
which may be filed by amendment or incorporated by reference. These underwriting
agreements  may  contain   certain   provisions  for   indemnification   by  the
underwriters of our officers, trustees and controlling persons.
<TABLE>
<CAPTION>
Item 16.  Exhibits

    Exhibit No.                     Description
   <S>                  <C>

    1.1                  Form of Underwriting Agreement (for Debt Securities)*
    1.2                  Form of Underwriting Agreement (for Preferred Shares)*
    1.3                  Form of Underwriting Agreement (for Depositary Shares)*
    1.4                  Form of Underwriting Agreement (for Common Shares)*
    1.5                  Form of Underwriting Agreement (for Warrants)*
    4.1                  Form of Senior Indenture +
    4.2                  Form of Senior Subordinated Indenture ++
    4.3                  Form of Junior Subordinated Indenture **
    4.4                  Form of Senior Debt Security*
    4.5                  Form of Senior Subordinated Debt Security*
    4.6                  Form of Junior Subordinated Debt Security*
    4.7                  Form of Articles Supplementary for Preferred Shares*
    4.8                  Form of Deposit Agreement, including form of Depositary Receipt for
                         Depositary Shares*
    4.9                  Form of Preferred Shares Certificate*
    4.10                 Form of Common Shares Certificate +++
    4.11                 Form of Warrant Agreement, including form of Warrant*
    5.1                  Opinion of Sullivan & Worcester LLP**
    5.2                  Opinion of Ballard Spahr Andrews & Ingersoll, LLP**
    8.1                  Opinion of Sullivan & Worcester LLP re: tax matters*
    12.1                 Computation of Ratio of Earnings to Fixed Charges**
    12.2                 Computation of Ratio of Earnings to Combined Fixed Charges and Preferred
                         Distributions**
    23.1                 Consent of Arthur Andersen LLP**
    23.2                 Consent of Sullivan & Worcester LLP (included in
                         Exhibit 5.1)
    23.3                 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 5.2)
    24.1                 Powers of Attorney of certain officers, trustees and directors (included on

                                      II-2
<PAGE>

                         signature pages)
    25.1                 Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of
                         1939, as amended, of the trustee under the Senior Indenture*
    25.2                 Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of
                         1939, as amended, of the trustee under the Senior Subordinated Indenture*
    25.3                 Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of
                         1939, as amended, of the trustee under the Junior Subordinated Indenture*
-------------
<FN>

*    To be filed by amendment or  incorporated  by reference in connection  with
     the offering of any securities, as appropriate.
**   Filed herewith.
+    Incorporated  by reference  to our Annual  Report on Form 10-K for the year
     ended December 31, 1997 (Filed as Exhibit 4.3 thereto).
++   Incorporated by reference to our  Registration  Statement on Form S-3, File
     No. 333-43573 (Filed as Exhibit 4.2 thereto).
+++  Incorporated by reference to our Registration  Statement on Form S-11, File
     No. 033-92330 (Filed as Exhibit 4.1 thereto).
</FN>
</TABLE>

Item 17.  Undertakings

    (a)  The undersigned Registrant hereby undertakes:

              (1) To file,  during any period in which offers or sales are being
         made, a post-effective amendment to this registration statement:

                    (i) To include any prospectus  required by section  10(a)(3)
                of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                arising after the effective date of the  registration  statement
                (or the most recent  post-effective  amendment  thereof)  which,
                individually or in the aggregate, represent a fundamental change
                in the  information  set forth in this  registration  statement.
                Notwithstanding  the  foregoing,  any  increase  or  decrease in
                volume  of  securities  offered  (if the total  dollar  value of
                securities  offered would not exceed that which was  registered)
                and any  deviation  from  the low or high  end of the  estimated
                maximum   offering  range  may  be  reflected  in  the  form  of
                prospectus filed with the Commission pursuant to Rule 424(b) if,
                in the aggregate,  the changes in volume and price  represent no
                more than a 20 percent change in the maximum aggregate  offering
                price set forth in the  "Calculation of Registration  Fee" table
                in the effective registration statement; and

                    (iii) To include any  material  information  with respect to
                the  plan  of  distribution  not  previously  disclosed  in this
                registration   statement   or  any   material   change  to  such
                information in this registration statement;

provided,  however,  that  subparagraphs  (i)  and  (ii)  do  not  apply  if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in the periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the  Securities  and Exchange Act of 1934 that
are incorporated by reference in this registration statement.

              (2) That, for the purpose of determining  any liability  under the
         Securities Act of 1933,  each such  post-effective  amendment  shall be
         deemed to be a new  registration  statement  relating to the securities
         offered herein,  and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                                      II-3
<PAGE>
              (3) To  remove  from  registration  by means  of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

    (b) The  undersigned  Registrant  hereby  further  undertakes  that, for the
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the annual reports of Hospitality Properties Trust pursuant to Section
13(a) or Section 15(d) of the Securities  Exchange of 1934 that are incorporated
by reference in this registration statement, if any, shall be deemed to be a new
registration  statement  relating  to the  securities  offered  herein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

    (c) Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to trustees,  directors,  officers and  controlling
persons of the Registrant pursuant to the provisions  described under Item 15 of
this registration statement, or otherwise (other than insurance), the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
of  1933  and is,  therefore,  unenforceable.  In the  event  that a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant  of  expenses  incurred  or paid by a trustee,  director,  officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit  or  proceeding)  is  asserted  by  such  trustee,   director,  officer  or
controlling  person in connection  with the  securities  being  registered,  the
Registrant  will,  unless in the  opinion  of its  counsel  the  matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question whether such indemnification by it or them is against public policy
as  expressed  in such the  Securities  Act of 1933 and will be  governed by the
final adjudication of such issue.

    (d)  The undersigned Registrant hereby undertakes that:

              (1) For purposes of determining any liability under the Securities
         Act of 1933, the information  omitted from the form of prospectus filed
         as part of this  registration  statement in reliance upon Rule 430A and
         contained in a form of prospectus  filed by the Registrant  pursuant to
         Rule  424(b)(1)  or (4) or  497(h)  under the  Securities  Act shall be
         deemed to be part of this registration  statement as of the time it was
         declared effective; and

              (2) For purposes of determining any liability under the Securities
         Act of 1933,  each  post-effective  amendment  that  contains a form of
         prospectus shall be deemed to be a new registration  statement relating
         to the securities offered therein,  and the offering of such securities
         at that  time  shall be  deemed to be the  initial  bona fide  offering
         thereof.

    (e) The undersigned  Registrant hereby undertakes to file an application for
the  purpose  of  determining  the  eligibility  of the  trustee  to  act  under
subsection (a) of Section 310 of the Trust  Indenture Act in accordance with the
rules and regulations  prescribed by the Commission  under Section  305(b)(2) of
the Trust Indenture Act.

                                      II-4

<PAGE>
                                   SIGNATURES

    Pursuant to the  requirements  of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-3 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Newton,  Commonwealth of Massachusetts,  on March 8,
2002.

                                 HOSPITALITY PROPERTIES TRUST


                                 By:  /s/ John G. Murray
                                      John G. Murray
                                      President and Chief Operating Officer

    Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  this
registration  statement  on Form S-3 has  been  signed  below  by the  following
persons  in  the  capacities  and  on  the  dates  indicated;  and  each  of the
undersigned  officers  and  trustees of  Hospitality  Properties  Trust,  hereby
severally constitutes and appoints Gerard M. Martin, John G. Murray and Barry M.
Portnoy to sign for him, and in his name in the capacity  indicated below,  this
registration  statement for the purpose of registering such securities under the
Securities  Act of  1933,  and any and all  amendments  thereto,  and any  other
registration  statement filed by Hospitality  Properties  Trust pursuant to Rule
462(b) which registers additional amounts of such securities for the offering or
offerings  contemplated by this registration  statement (a "462(b)  Registration
Statement")  hereby  ratifying and  confirming  their  signatures as they may be
signed  by  their  attorneys  to  this   registration   statement,   any  462(b)
Registration Statement and any and all amendments to either thereof.



       Signature                       Title                          Date
       ---------                       -----                          ----

/s/ John G. Murray                President and Chief            March 8, 2002
John G. Murray                    Operating Officer

/s/ Thomas M. O'Brien             Treasurer and Chief            March 8, 2002
Thomas M. O'Brien                 Financial Officer

/s/ John L. Harrington            Trustee                        March 8, 2002
John L. Harrington

/s/ Arthur G. Koumantzelis        Trustee                        March 8, 2002
Arthur G. Koumantzelis

/s/ Gerard M. Martin              Trustee                        March 8, 2002
Gerard M. Martin

/s/ Barry M. Portnoy              Trustee                        March 8, 2002
Barry M. Portnoy

/s/ William J. Sheehan            Trustee                        March 8, 2002
William J. Sheehan




                                      II-5

