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<TEXT>
Prospectus Supplement                           Filed Pursuant to Rule 424(b)(5)
June 27, 2002                                         Registration No. 333-84064
(To prospectus dated March 20, 2002)




                          Hospitality Properties Trust
                                  $125,000,000
                           6.85% Senior Notes due 2012



     The notes will bear interest at the rate of 6.85% per year. Interest on the
notes is payable  semiannually on each January 15 and July 15, beginning January
15, 2003.  The notes mature July 15, 2012, and are redeemable at any time at our
option,  in whole or in part.  The redemption  price will equal the  outstanding
principal of the notes being  redeemed plus accrued  interest and the Make-Whole
Amount as defined in the Glossary to this  prospectus  supplement.  The notes do
not have the benefit of any sinking fund.

     The notes are  unsecured  and rank equally with all of our other  unsecured
senior  indebtedness.  The  notes  will be  issued  only in  registered  form in
denominations of $1,000.

     The  underwriter  has  agreed to  purchase  the notes from us at 99.285% of
their principal amount,  resulting in aggregate  proceeds to us of $124,106,250,
before  deducting  expenses payable by us, plus accrued  interest,  if any, from
July 8, 2002.

     The  underwriter  may  retain  the  notes,  purchase  the notes for its own
account or sell the notes to one of its affiliates.  In addition,  any affiliate
of the underwriter may purchase the notes directly from us.

     The  underwriter  proposes to offer the notes from time to time for sale in
one or more negotiated  transactions,  or otherwise, at market prices prevailing
at the time of sale, at prices related to market prices or at negotiated prices.
The price of the notes will include accrued interest, if any, from July 8, 2002.

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

     We expect that the notes will be ready for delivery in book-entry form only
through The Depository Trust Company on or about July 8, 2002.

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

                               Wachovia Securities

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



<PAGE>



<TABLE>
<CAPTION>
                                Table of Contents

                                                                                                                     Page

<S>                                                                                                                  <C>
                              Prospectus Supplement

Summary........................................................................................................       S-3
Recent Developments............................................................................................       S-5
Use of Proceeds................................................................................................       S-5
Ratio of Earnings to Fixed Charges.............................................................................       S-5
Description of the Notes.......................................................................................       S-6
Material Federal Income Tax Considerations.....................................................................      S-12
Underwriting...................................................................................................      S-16
Legal Matters..................................................................................................      S-16
Experts........................................................................................................      S-16
Incorporation of Certain Information by Reference..............................................................      S-18
Where You Can Find More Information............................................................................      S-18
Forward-Looking Statements.....................................................................................      S-19
Glossary.......................................................................................................      S-20

                                   Prospectus

About This Prospectus..........................................................................................        ii
Cautionary Note Regarding Forward-Looking Statements...........................................................       iii
Hospitality Properties Trust...................................................................................         1
Use of Proceeds................................................................................................         1
Ratio of Earnings to Fixed Charges.............................................................................         1
Description of Debt Securities.................................................................................         1
Description of Common Shares...................................................................................        10
Description of Preferred Shares................................................................................        11
Description of Depositary Shares...............................................................................        17
Description of Warrants........................................................................................        21
Description of Certain Provisions of Maryland Law and
  of our Declaration of Trust and Bylaws.......................................................................        22
Plan of Distribution...........................................................................................        30
Validity of the Offered Securities.............................................................................        32
Experts........................................................................................................        32
Where You Can Find More Information............................................................................        32
Documents Incorporated by Reference............................................................................        32
</TABLE>


     In this  prospectus  supplement,  the  terms  "HPT,"  "we,"  "our" and "us"
includes Hospitality Properties Trust and its consolidated subsidiaries.

     In presenting "as adjusted" information in this prospectus  supplement,  we
have assumed that this offering has been  completed and that we have applied the
net proceeds of the notes to repay amounts  outstanding under our revolving bank
credit facility and, as described in Recent Developments, that we have completed
the acquisition we closed in April 2002 and redeemed our 8.25% senior notes.


                                       S-2
<PAGE>

                                     SUMMARY

     This  summary may not contain all of the  information  that is important to
you.  You  should  carefully  read this  entire  prospectus  supplement  and the
accompanying prospectus. You should also read the documents we have referred you
to in "Incorporation of Certain Information by Reference."

The Company

     Hospitality  Properties  Trust is a real  estate  investment  trust  (REIT)
formed to acquire and own hotels  leased to or operated  by  unaffiliated  hotel
companies.  As of June 27, 2002,  we own a total of 251 hotels with 34,284 total
rooms.

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


                                       S-3
<PAGE>

The Notes

     The following is a brief summary of certain terms of the notes.  For a more
complete description of the terms of the notes including  capitalized terms, see
"Description  of the Notes" and  "Glossary" in this  prospectus  supplement  and
"Description of Debt Securities" in the accompanying prospectus.

Aggregate Principal Amount.........     $125,000,000

Maturity Date......................     The notes will mature on July 15,  2012,
                                        unless previously redeemed.

Interest Rate and Payment Dates....     The notes will bear  interest  at a rate
                                        of 6.85%  per  annum.  Interest  will be
                                        paid  semi-annually  on  January  15 and
                                        July 15, beginning January 15, 2003.

Ranking............................     The  notes are our  senior  obligations.
                                        They  are  not  secured  by  any  of our
                                        property or assets, and as a result, you
                                        will be one of our unsecured  creditors.
                                        The notes are not  obligations of any of
                                        our  subsidiaries  and will rank equally
                                        with all of our other  unsecured  senior
                                        indebtedness, including unsecured senior
                                        indebtedness we incur in the future. The
                                        notes will be  effectively  subordinated
                                        to  any   mortgages  and  other  secured
                                        indebtedness and to all indebtedness and
                                        other liabilities of our subsidiaries.

Optional Redemption................     We may  redeem  the notes at any time at
                                        our  option,  in whole  or in part.  The
                                        redemption    price   will   equal   the
                                        outstanding principal of the notes being
                                        redeemed  plus accrued  interest and the
                                        Make-Whole  Amount,  if any.  The  notes
                                        will not have the  benefit  of a sinking
                                        fund.

Use of Proceeds....................     We estimate  that our net proceeds  from
                                        the  offering   will  be   approximately
                                        $124.1    million    before    deducting
                                        estimated  expenses of the offering.  We
                                        intend  to use these  proceeds  to repay
                                        amounts  outstanding under our revolving
                                        bank  credit  facility  or  for  general
                                        business purposes.

Limitations on Incurrence
     of Debt.......................     Various  covenants  will  apply  to  the
                                        notes, including the following:

                                        o        We may  not  incur  Debt if the
                                                 new Debt would  cause our total
                                                 Debt to be more than 60% of our
                                                 Adjusted Total Assets.

                                        o        We may not incur  Secured  Debt
                                                 if the new  Secured  Debt would
                                                 cause our total Secured Debt to
                                                 be   more   than   40%  of  our
                                                 Adjusted Total Assets.

                                        o        We may  not  incur  Debt if the
                                                 new Debt would  cause the ratio
                                                 of     Consolidated      Income
                                                 Available  for Debt  Service to
                                                 Annual  Debt  Service  for  our
                                                 most  recently  completed  four
                                                 fiscal quarters to be less than
                                                 1.5 to 1,  determined  on a pro
                                                 forma basis after giving effect
                                                 to certain assumptions.

                                        o        We  are  required  to  maintain
                                                 Total Unencumbered Assets of at
                                                 least 200% of Unsecured Debt.

     The  capitalized  terms  used in this  description  of  covenants  have the
meanings  specified in the indenture and supplemental  indenture under which the
notes will be issued. The specific meanings are described in "Description of the
Notes" and "Glossary" in this prospectus supplement.


                                       S-4
<PAGE>

                               RECENT DEVELOPMENTS

     On April 11, 2002, we announced our completed  acquisition of 21 Candlewood
Suites hotels from  Candlewood  Hotel Company for $145 million.  These 21 hotels
and 36 other  Candlewood  Suites hotels that we previously owned are leased on a
combined basis to Candlewood  Hotel Company through 2018, plus renewal  options.
We funded this  purchase  with cash on hand and a $100 million  borrowing on our
$350 million revolving credit facility.

     On June 18, 2002, we called for the  redemption at par of our  $115,000,000
8.25% Senior Notes due in November 2005. These notes are expected to be redeemed
on July 18, 2002.

                                 USE OF PROCEEDS

     We  estimate  that the net  proceeds  of this  offering  of  notes  will be
approximately   $124.1  million  before  deducting  estimated  expenses  of  the
offering.  We expect to use the net proceeds of this  offering to repay  amounts
outstanding  under our revolving bank credit  facility and for general  business
purposes.  Our credit facility bears interest at LIBOR plus a spread and matures
on June 30, 2005,  and may be extended at our option to June 30,  2006.  At June
27, 2002, the credit  facility had an outstanding  balance of $98 million and an
effective interest rate on outstanding loans of 3.2% per annum.

                       RATIO OF EARNINGS TO FIXED CHARGES

     Our consolidated ratio of earnings to fixed charges was 4.32x for the three
months ended March 31, 2002, and 4.19x,  4.35x,  4.00x,  5.04x and 4.81x for the
years ended December 31, 2001,  2000,  1999,  1998 and 1997,  respectively.  Our
consolidated   ratio  of  earnings  to  combined  fixed  charges  and  preferred
distributions  was 3.67x for the three months  ended March 31, 2002,  and 3.58x,
3.66x, 3.52x, 5.04x and 4.81x for the years ended December 31, 2001, 2000, 1999,
1998 and 1997, respectively.


                                       S-5
<PAGE>

                            DESCRIPTION OF THE NOTES

     The following  description of the particular terms of the notes supplements
and, to the extent  inconsistent  with,  replaces the description of the general
terms and  provisions of debt  securities set forth under  "Description  of Debt
Securities" in the accompanying  prospectus,  to which reference is hereby made.
We have provided a Glossary at the end of this  prospectus  supplement to define
certain capitalized words used in discussing the terms of the notes.

General

     We will issue the notes under an  Indenture  dated as of February 25, 1998,
and  a  Supplemental  Indenture  dated  as  of  July  8,  2002,  (together,  the
"Indenture") between us and State Street Bank and Trust Company, as Trustee (the
"Trustee").  The  Indenture is subject to, and governed by, the Trust  Indenture
Act of 1939, as amended. This prospectus supplement briefly outlines some of the
provisions of the Indenture. These summaries are not complete. If you would like
more information on these  provisions,  review the copy of the Indenture that we
have  filed  with  the   Securities  and  Exchange   Commission,   or  SEC.  See
"Incorporation of Certain Information By Reference" and "Where You Can Find More
Information"  in this prospectus  supplement and "Available  Information" in the
accompanying prospectus for information about how to locate these documents. You
may also review the  Indenture at the  Trustee's  corporate  trust office at Two
Avenue  de  Lafayette,  Boston,  Massachusetts  02111.  All  section  references
appearing below are to sections of the Indenture.

     The notes will be a separate  series under the Indenture,  initially in the
aggregate  principal  amount of  $125,000,000.  The Indenture does not limit the
amount of debt  securities  that we may issue  under the  Indenture,  and we may
issue debt securities in one or more series up to the aggregate initial offering
price  authorized  by us for each  series.  We may,  without  the consent of the
holders of the notes,  reopen  this series of notes and issue  additional  notes
under the  Indenture in addition to the notes  authorized as of the date of this
prospectus  supplement.  The notes will mature (unless  previously  redeemed) on
July 15, 2012.  The notes will be issued only in fully  registered  form without
coupons,  in denominations of $1,000 and integral multiples  thereof.  The notes
will be evidenced by a global note in book-entry form,  except under the limited
circumstances described below under "--Book-Entry System and Form of Notes."

     The notes will be our senior  unsecured  obligations  and will rank equally
with  each  other  and  with  all  of our  other  unsecured  and  unsubordinated
indebtedness  outstanding  from  time to time.  The  notes  will be  effectively
subordinated to our mortgages and other secured indebtedness and to indebtedness
and other liabilities of our Subsidiaries.  Accordingly,  this indebtedness will
have to be  satisfied  in full before you will be able to realize any value from
the secured or indirectly held properties.

     As of March 31, 2002, on an adjusted basis after giving effect to borrowing
under our revolving  credit  facility to fund our completed  acquisition and the
redemption of our 8.25% senior notes, each as described in Recent  Developments,
the issuance of these notes,  and the  application of the proceeds from the sale
of the notes, our total outstanding  indebtedness (including under our revolving
credit facility) was approximately $565 million and total indebtedness and other
liabilities  (excluding certain security and other deposits) of our Subsidiaries
was less than $1 million.  Our credit facility is an unsecured  revolving credit
facility  with  total   availability  of  $350  million  and  is  guaranteed  by
substantially  all of  our  Subsidiaries.  We and  our  Subsidiaries  may  incur
additional  indebtedness,   including  secured  indebtedness,   subject  to  the
provisions described below under "--Certain Covenants--Limitations on Incurrence
of Debt."

     Except  as   described   under   "--Certain   Covenants"   and   "--Merger,
Consolidation or Sale" below and under "Description of Debt  Securities--Merger,
Consolidation  or Sale of Assets" and "--Certain  Covenants" in the accompanying
prospectus,  the  Indenture  does not  contain any other  provisions  that would
afford  you  protection  in the  event  of (1) a  highly  leveraged  or  similar
transaction  involving us or any of our  affiliates,  (2) a change of control or
(3) a reorganization,  restructuring, merger or similar transaction involving us
that may adversely affect you. In addition, subject to the limitations set forth
under "--Certain Covenants" and "--Merger,


                                       S-6
<PAGE>

Consolidation or Sale" below or under  "Description of Debt  Securities--Merger,
Consolidation  or Sale of Assets" and "--Certain  Covenants" in the accompanying
prospectus,  we may enter into certain  transactions  such as the sale of all or
substantially all of our assets or a merger or consolidation that would increase
the amount of our indebtedness or substantially  reduce or eliminate our assets,
which might have an adverse  effect on our ability to service our  indebtedness,
including  the  notes.  We have no present  intention  of  engaging  in a highly
leveraged or similar transaction.

Interest and Maturity

     The notes will bear  interest  at the rate per annum set forth on the cover
page of this  prospectus  supplement  from July 8, 2002, or from the immediately
preceding  Interest  Payment Date (as defined  below) to which interest has been
paid. Interest is payable semiannually in arrears on each January 15 and July 15
(the "Interest Payment Dates"),  commencing  January 15, 2003, to the persons in
whose names the notes are registered in the security register  applicable to the
notes  at the  close  of  business  on the  date 14  calendar  days  immediately
preceding the  applicable  Interest  Payment Date (the "Regular  Record  Date"),
regardless  of  whether  the  Regular  Record  Date is a Business  Day.  Accrued
interest is also  payable on the date of maturity or earlier  redemption  of the
notes.  Interest on the notes will be computed on the basis of a 360-day year of
twelve 30-day months.

Optional Redemption of the Notes

     We may  redeem  the notes in whole at any time or in part from time to time
before they mature. The redemption price will equal the outstanding principal of
the notes being  redeemed plus accrued  interest and the Make-Whole  Amount,  if
any. If the notes are redeemed on or after January 15, 2012 (six months prior to
the stated maturity date for the notes), the Make-Whole Amount will be zero.

     We are required to give notice of such a  redemption  not less than 30 days
nor more than 60 days  prior to the  redemption  date to each  holder's  address
appearing in the securities  register maintained by the Trustee. In the event we
elect to redeem less than all of the notes,  the particular notes to be redeemed
will be selected  by the  Trustee by such method as the Trustee  shall deem fair
and appropriate.

     We are not required to make any sinking fund or redemption  payments  prior
to the stated maturity of the notes.

Certain Covenants

     Limitations  on  Incurrence  of Debt.  We will not, and will not permit any
Subsidiary  to,  incur  any Debt if,  immediately  after  giving  effect  to the
incurrence of such additional Debt and the application of the proceeds  thereof,
the  aggregate  principal  amount  of  all  outstanding  Debt  of  HPT  and  its
Subsidiaries  on a consolidated  basis  determined in accordance  with generally
accepted  accounting  principles  ("GAAP")  is  greater  than  60%  of  the  sum
("Adjusted  Total Assets") of (without  duplication) (1) the Total Assets of HPT
and its  Subsidiaries as of the end of the most recent calendar  quarter covered
in HPT's Annual Report on Form 10-K,  or the  Quarterly  Report on Form 10-Q, as
the case may be,  most  recently  filed with the SEC (or,  if such filing is not
permitted  under the  Securities  Exchange  Act of 1934,  as  amended,  with the
Trustee)  prior to the incurrence of such  additional  Debt and (2) the purchase
price of any real estate assets or mortgages receivable acquired, and the amount
of any securities  offering  proceeds received (to the extent that such proceeds
were not used to acquire real estate  assets or mortgages  receivable or used to
reduce Debt), by HPT or any Subsidiary  since the end of such calendar  quarter,
including  those  proceeds  obtained in connection  with the  incurrence of such
additional Debt.

     In addition to the above  limitations  on the  incurrence of Debt, HPT will
not,  and  will not  permit  any  Subsidiary  to,  incur  any  Secured  Debt if,
immediately  after giving effect to the  incurrence of such  additional  Secured
Debt and the application of the proceeds thereof, the aggregate principal amount
of all  outstanding  Secured Debt of HPT and its  Subsidiaries on a consolidated
basis is greater than 40% of Adjusted Total Assets.


                                       S-7
<PAGE>

     In addition to the above  limitations  on the  incurrence  of Debt, we will
not,  and will not  permit  any  Subsidiary  to,  incur any Debt if the ratio of
Consolidated  Income  Available  for Debt Service to the Annual Debt Service for
the four  consecutive  fiscal  quarters most recently ended prior to the date on
which such  additional Debt is to be incurred shall have been less than 1.5x, on
a pro forma basis after  giving  effect  thereto and to the  application  of the
proceeds therefrom,  and calculated on the assumption that (1) such Debt and any
other  Debt  incurred  by HPT and its  Subsidiaries  since the first day of such
four-quarter period and the application of the proceeds therefrom,  including to
refinance  other Debt,  had occurred at the  beginning  of such period,  (2) the
repayment or retirement of any other Debt by HPT and its Subsidiaries  since the
first  date of such  four-quarter  period  had been  repaid  or  retired  at the
beginning of such period (except that, in making such computation, the amount of
Debt  under any  revolving  credit  facility  shall be  computed  based upon the
average  daily  balance of such Debt  during  such  period),  (3) in the case of
Acquired  Debt or Debt  incurred in connection  with any  acquisition  since the
first day of such four-quarter  period, the related  acquisition had occurred as
of the first day of such period with  appropriate  adjustments  with  respect to
such acquisition  being included in such pro forma  calculation,  and (4) in the
case of any  acquisition or disposition by HPT or its  Subsidiaries of any asset
or group of assets since the first day of such four-quarter  period,  whether by
merger,  stock purchase or sale, or asset purchase or sale, such  acquisition or
disposition or any related repayment of Debt had occurred as of the first day of
such period with the appropriate adjustments with respect to such acquisition or
disposition  being  included in such pro forma  calculation.  If the Debt giving
rise to the need to make the  foregoing  calculation  or any other Debt incurred
after the first day of the  relevant  four-quarter  period  bears  interest at a
floating rate then,  for purposes of  calculating  the Annual Debt Service,  the
interest  rate on such Debt  will be  computed  on a pro  forma  basis as if the
average  interest  rate which  would have been in effect  during the entire such
four-quarter period had been the applicable rate for the entire such period.

     Maintenance of Total  Unencumbered  Assets.  We and our  Subsidiaries  will
maintain  at all times  Total  Unencumbered  Assets of not less than 200% of the
aggregate  outstanding  principal  amount of the  Unsecured  Debt of HPT and its
Subsidiaries on a consolidated basis.

     See "Description of Debt Securities--Certain Covenants" in the accompanying
prospectus for a description of additional covenants applicable to us.

Merger, Consolidation or Sale

     The Indenture  permits us to consolidate with, or sell, lease or convey all
or substantially  all of our assets to, or merge with or into, any other entity,
provided that:

     (1) either we are the continuing  entity, or the successor entity (if other
         than us) formed by or resulting from any such  consolidation  or merger
         or which shall have  received  the transfer of such assets is an entity
         organized and existing under the laws of the United States or any state
         thereof and shall expressly  assume the due and punctual payment of the
         principal of (and premium or the Make-Whole Amount on) and any interest
         on all of the notes and the due and punctual performance and observance
         of all of the covenants and conditions contained in the Indenture to be
         performed by us,

     (2) immediately  after giving effect to such  transaction  and treating any
         indebtedness  which becomes an obligation of HPT or any Subsidiary as a
         result thereof as having been incurred by HPT or such Subsidiary at the
         time of such transaction,  no event of default under the Indenture, and
         no event which after notice or the lapse of time, or both, would become
         such an event of default, shall have occurred and be continuing, and

     (3) an officers'  certificate and legal opinion covering such conditions is
         delivered to the Trustee.


                                       S-8
<PAGE>

Events of Default, Notice and Waiver

     The Indenture  provides  that the following  events are "events of default"
with respect to the notes:

     (1) default  for  30 days  in the  payment  of  any installment of interest
         payable on any note when due and payable,

     (2) default  in  the  payment  of  the  principal  of  (or  premium  or the
         Make-Whole Amount on) any note when due and payable,

     (3) default in the performance, or breach, of any covenant of HPT contained
         in the Indenture  (other than a covenant added to the Indenture  solely
         for the benefit of a series of debt  securities  other than the notes),
         which  continues  for 60 days after  written  notice as provided in the
         Indenture,

     (4) default  under  any  bond,  debenture,  note,  mortgage,  indenture  or
         instrument  under  which  there may be issued or by which  there may be
         secured or evidenced any  indebtedness for money borrowed by HPT (or by
         any Subsidiary,  the repayment for which HPT is directly responsible or
         liable as obligor or guarantor)  having an aggregate  principal  amount
         outstanding  of at least  $20,000,000,  whether such  indebtedness  now
         exists or shall  hereafter be incurred or created,  which default shall
         have resulted in such  indebtedness  becoming or being declared due and
         payable prior to the date on which it would  otherwise  have become due
         and payable,  without such indebtedness  having been discharged or such
         acceleration  having been  rescinded or annulled  within a period of 10
         days  after  written  notice  to HPT by the  Trustee  or to HPT and the
         Trustee  by the  holders  of at least  25% in  principal  amount of the
         outstanding notes as provided in the Indenture, or

     (5) certain events of bankruptcy,  insolvency or  reorganization,  or court
         appointment  of a  receiver,  liquidator  or  trustee  of  HPT  or  any
         Significant  Subsidiary  or for all or  substantially  all of either of
         their property.

     Upon  acceleration  of the  notes  in  accordance  with  the  terms  of the
Indenture following the occurrence of an event of default,  the principal amount
of the notes,  plus  accrued  and unpaid  interest  thereon  and the  Make-Whole
Amount, will become due and payable. See "Description of Debt Securities--Events
of Default and Related Matters" in the accompanying prospectus for a description
of rights, remedies and other matters relating to events of default.

Discharge, Defeasance and Covenant Defeasance

     The  provisions  of the  Indenture  relating  to  defeasance  and  covenant
defeasance   described  under   "Description   of  Debt   Securities--Discharge,
Defeasance and Covenant Defeasance" in the accompanying prospectus will apply to
the notes.

Book-Entry System and Form of Notes

     The notes will be issued in the form of a single  fully  registered  global
note without  coupons that will be deposited with The Depository  Trust Company,
New York, New York,  and registered in the name of its nominee,  Cede & Co. This
means that we will not issue  certificates  to each  owner of notes.  One global
note  will be  issued  to DTC,  which  will  keep a  computerized  record of its
participants  whose clients have purchased the notes.  The participant will then
keep a record of its clients who purchased the notes.  Unless it is exchanged in
whole  or  in  part  for a  certificated  note,  the  global  note  may  not  be
transferred, except that DTC, its nominees and their successors may transfer the
global note as a whole to one another.

     Beneficial  interests in the global note will be shown on, and transfers of
the global note will be made only  through,  records  maintained  by DTC and its
participants.


                                      S-9
<PAGE>

     DTC  has   provided   us  with  the   following   information:   DTC  is  a
limited-purpose  trust  company  organized  under the New York  Banking  Law,  a
"banking  organization" within the meaning of the New York Banking Law, a member
of the United States Federal Reserve System, a "clearing corporation" within the
meaning  of the  New  York  Uniform  Commercial  Code  and a  "clearing  agency"
registered under the provisions of Section 17A of the Securities Exchange Act of
1934,  as  amended.   DTC  holds  securities  that  its  participants   ("Direct
Participants")  deposit  with DTC. DTC also  facilitates  the  settlement  among
Direct Participants of securities  transactions,  such as transfers and pledges,
in deposited  securities through  computerized  book-entry changes in the Direct
Participants'  accounts.  This  eliminates  the need for  physical  movement  of
securities  certificates.  Direct  Participants  include  securities brokers and
dealers   (including  the  Underwriter),   banks,   trust  companies,   clearing
corporations  and certain other  organizations.  DTC is owned by a number of its
Direct Participants and by the New York Stock Exchange, Inc., the American Stock
Exchange LLC and the National Association of Securities Dealers, Inc.

     DTC's  book-entry  system  is also  used  by  other  organizations  such as
securities brokers and dealers,  banks and trust companies that clear through or
maintain a custodial relationship with a Direct Participant,  either directly or
indirectly.  The rules that apply to DTC and its Direct Participants are on file
with the SEC.

     We expect that,  pursuant to procedures  established  by DTC,  ownership of
beneficial interests in the notes evidenced by the global note will be shown on,
and the  transfer of that  ownership  will be  effected  only  through,  records
maintained by DTC or its nominee (with respect to beneficial interests of Direct
Participants)  and records of Direct  Participants  (with  respect to beneficial
interests of persons who hold through Direct  Participants).  Neither we nor the
Trustee will have any  responsibility or liability for any aspect of the records
of DTC or for maintaining, supervising or reviewing any records of DTC or any of
its Direct Participants relating to beneficial ownership interests in the notes.
The laws of some states  require  that certain  purchasers  of  securities  take
physical  delivery of such  securities in definitive  form. Such limits and laws
may impair your ability to own, pledge or transfer  beneficial  interests in the
global note.

     So long as DTC or its nominee is the  registered  owner of the global note,
DTC or such nominee,  as the case may be, will be  considered  the sole owner or
holder of the notes  represented  by the global note for all purposes  under the
Indenture.  Except as described  below, as an owner of a beneficial  interest in
notes  evidenced  by the global note you will not be entitled to have any of the
individual  notes  represented by such global note  registered in your name, you
will not receive or be entitled to receive  physical  delivery of any such notes
in  definitive  form  (unless  use of the  book-entry  system  for the  notes is
discontinued)  and you will not be considered  the owner or holder thereof under
the  Indenture  for any  purpose,  including  with  respect to the giving of any
direction, instructions or approvals to the Trustee thereunder. Accordingly, you
must rely on the procedures of DTC and, if you are not a Direct Participant,  on
the procedures of the Direct Participant through which you own your interest, to
exercise any rights of a "holder" under the Indenture. We understand that, under
existing industry  practice,  if we request any action of holders or if an owner
of a  beneficial  interest in a global  note  desires to give or take any action
which a holder  is  entitled  to give or take  under  the  Indenture,  DTC would
authorize the Direct  Participants  holding the relevant  beneficial interest to
give  or  take  such  action,  and  such  Direct  Participants  would  authorize
beneficial owners through such Direct  Participants to give or take such actions
or would  otherwise  act upon the  instructions  of  beneficial  owners  holding
through them.

     Payments of principal,  premium, if any, and interest or additional amount,
if any, on individual notes  represented by a global note registered in the name
of the holder of the global note or its  nominee  will be made by the Trustee to
or at the direction of the holder of the global note or its nominee, as the case
may be, as the registered  owner of the global note under the  Indenture.  Under
the terms of the  Indenture,  we and the  Trustee may treat the persons in whose
name notes,  including a global note,  are  registered as the owners thereof for
the purpose of receiving such payments. Consequently, neither we nor the Trustee
has or will have any responsibility or liability for the payment of such amounts
to  beneficial  owners  of notes  (including  principal,  premium,  if any,  and
interest or additional amount, if any).


                                      S-10
<PAGE>

     DTC's practice is to credit the accounts of relevant Direct Participants on
the  applicable  payment date in accordance  with their  respective  holdings of
beneficial  interests in the  relevant  security as shown on the records of DTC.
Payments  by Direct  Participants  to the  beneficial  owners  of notes  will be
governed  by  standing  instructions  and  customary  practice  and  will be the
responsibility of DTC's Direct Participants and not of DTC or us, subject to any
statutory  or  regulatory  requirements  as may be in effect  from time to time.
Redemption  notices  with respect to any notes will be sent to the holder of the
global note (i.e., DTC, its nominee or any subsequent  holder). If less than all
of the notes of any  series  are to be  redeemed,  we expect  the  holder of the
global note to determine  the amount of interest of each Direct  Participant  in
the notes to be redeemed by lot.  Neither we, the Trustee,  any paying agent nor
the security  registrar for such notes will have any responsibility or liability
for any  aspect of the  records  relating  to or  payments  made on  account  of
beneficial ownership interests in the global note for such notes.

     Neither we nor the Trustee  will be liable for any delay by the holder of a
global note, DTC or any Direct  Participant in identifying the beneficial owners
of notes and we and the Trustee may conclusively  rely on, and will be protected
in relying on,  instructions from the holder of a global note, DTC or any Direct
Participant for all purposes.

     The notes,  which are  represented by the global note, will be exchangeable
for certificated notes with the same terms in authorized denominations only if:

     o    DTC  notifies  us  that it is  unwilling  or  unable  to  continue  as
          depositary or if DTC ceases to be a clearing agency  registered  under
          applicable  law and a  successor  depositary  is not  appointed  by us
          within 90 days, or

     o    we determine  not to require all of the notes to be  represented  by a
          global note and notify the Trustee of our  decision,  in which case we
          will issue  individual  notes in  denominations of $1,000 and integral
          multiples thereof.

     The information in this section  concerning DTC and DTC's book-entry system
has been  obtained  from  sources  we  believe  to be  reliable,  but we take no
responsibility for its accuracy.

Same-Day Settlement and Payment

     The Underwriter will make settlement for the notes in immediately available
funds.  We will make all  payments of  principal  and interest in respect of the
notes in immediately available funds.

     So long as DTC  continues  to make use of its  "Same-Day  Funds  Settlement
System," the notes will trade in DTC's  Same-Day Funds  Settlement  System until
maturity  or until the notes are  issued in  certificated  form,  and  secondary
market trading activity in the notes will therefore be required by DTC to settle
in  immediately  available  funds.  We  expect  that  secondary  trading  in the
certificated  securities,  if any, will also be settled in immediately available
funds.  No assurance  can be given as to the effect,  if any, of  settlement  in
immediately available funds on trading activity in the notes.


                                      S-11
<PAGE>

                   MATERIAL FEDERAL INCOME TAX CONSIDERATIONS

     The following  summary of federal income tax  considerations  is based upon
the  Internal  Revenue  Code of 1986,  as  amended  (the "Tax  Code"),  Treasury
regulations,  and rulings and decisions now in effect,  all of which are subject
to  change,   possibly   with   retroactive   effect,   or  possible   differing
interpretations.  We have not sought a ruling from the Internal  Revenue Service
(IRS) with  respect  to any  matter  described  in this  summary,  and we cannot
provide  any  assurance  that the IRS or a court will agree with the  statements
made in this summary. The summary applies to you only if you hold our notes as a
capital asset. The summary does not discuss the particular tax consequences that
might be relevant  to you if you are subject to special  rules under the federal
income tax law, for example, if you are:

     o    a bank, life insurance company,  regulated investment company or other
          financial institution,

     o    a broker or dealer in securities or foreign currency,

     o    a person that has a functional currency other than the U.S. dollar,

     o    a person who acquires our notes in connection  with his  employment or
          other performance of services,

     o    a person subject to alternative minimum tax,

     o    a  person  who  owns  our  notes  as  part  of  a  straddle,   hedging
          transaction, conversion transaction or constructive sale transaction,

     o    a tax-exempt entity, or

     o    an expatriate.

In  addition,   the  following   summary  does  not  address  all  possible  tax
considerations  relating to the  acquisition,  ownership and  disposition of our
notes, and in particular does not discuss any estate, gift,  generation-skipping
transfer, state, local or foreign tax considerations.  For all these reasons, we
urge you to consult with your tax advisor about the federal income tax and other
tax consequences of your acquisition, ownership and disposition of our notes.

     For  purposes  of  this  summary,  you  are a  "U.S.  holder"  if you are a
beneficial owner of our notes and for federal income tax purposes are:

     o    a  citizen  or  resident  of the  United  States,  including  an alien
          individual who is a lawful permanent  resident of the United States or
          meets the substantial presence residency test under the federal income
          tax laws,

     o    a corporation, partnership or other entity treated as a corporation or
          partnership  for  federal  income  tax  purposes,  that is  created or
          organized in or under the laws of the United States, any state thereof
          or the District of  Columbia,  unless  otherwise  provided by Treasury
          regulations,

     o    an estate the income of which is  subject to federal  income  taxation
          regardless of its source, or

     o    a trust  if a court  within  the  United  States  is able to  exercise
          primary  supervision over the  administration  of the trust and one or
          more  United  States   persons  have  the  authority  to  control  all
          substantial  decisions of the trust, or an electing trust in existence
          on August 20, 1996 to the extent provided in Treasury regulations,

and if your status as a U.S. holder is not overridden pursuant to the provisions
of an applicable tax treaty.  Conversely, you are a "non-U.S. holder" if you are
a beneficial owner of our notes and are not a U.S. holder.


                                      S-12
<PAGE>

Tax Consequences for U.S. Holders

     If you are a U.S. holder:

     Payments of Interest. You must generally include interest on a note in your
gross income as ordinary interest income:

     o    when you  receive  it, if you use the cash  method of  accounting  for
          federal income tax purposes, or

     o    when it  accrues,  if you use the  accrual  method of  accounting  for
          federal income tax purposes.

Purchase  price for a note that is  allocable to prior  accrued  interest may be
treated as offsetting a portion of the interest  income from the next  scheduled
interest payment on the note. Any interest income so offset is not taxable.

     Market  Discount.  If you acquire a note and your  adjusted tax basis in it
upon  acquisition  is less than its  principal  amount,  you will be  treated as
having acquired the note at a "market discount" unless the amount of this market
discount is less than the de minimis  amount  (generally  0.25% of the principal
amount of the note multiplied by the number of remaining whole years to maturity
of the note). Under the market discount rules, you will be required to treat any
gain on the sale, exchange, redemption, retirement, or other taxable disposition
of a note, or any appreciation in a note in the case of a nontaxable disposition
such as a gift, as ordinary  income to the extent of the market  discount  which
has not  previously  been included in your income and which is treated as having
accrued  on the note at the time of the  disposition.  In  addition,  you may be
required  to  defer,   until  the  maturity  of  the  note  or  earlier  taxable
disposition,  the  deduction of all or a portion of the interest  expense on any
indebtedness  incurred or  continued  to purchase or carry the note.  Any market
discount will be considered to accrue ratably during the period from the date of
your  acquisition  to the maturity date of the note,  unless you elect to accrue
the market  discount on a constant yield method.  In addition,  you may elect to
include market discount in income  currently as it accrues,  on either a ratable
or constant  yield  method,  in which case the rule  described  above  regarding
deferral of interest  deductions will not apply. This election to include market
discount  in  income  currently,  once  made,  applies  to all  market  discount
obligations  acquired by you during or after the first taxable year to which the
election  applies and may not be revoked  without  the  consent of the IRS.  You
should consult with your tax advisor regarding these elections.

     Amortizable Bond Premium. If you acquire a note and your adjusted tax basis
in it upon acquisition is greater than its principal amount, you will be treated
as having  acquired the note with "bond  premium."  You  generally  may elect to
amortize  this bond  premium over the  remaining  term of the note on a constant
yield  method,  and the  amount  amortized  in any  year  will be  treated  as a
reduction of your interest  income from the note for that year. If the amount of
your bond premium  amortization would be lower if calculated based on an earlier
optional  redemption date and the redemption  price on that date than the amount
of amortization  calculated  through that date based on the note's maturity date
and its stated principal  amount,  then you must calculate the amount and timing
of your bond  premium  amortization  deductions  assuming  that the note will be
redeemed on the optional  redemption date at the optional  redemption price. You
may generally  recalculate your bond premium amortization amount and schedule of
deductions  to the extent your note is not  actually  redeemed  at that  earlier
optional  redemption  date.  If you do not make an  election  to  amortize  bond
premium, your bond premium on a note will decrease the gain or increase the loss
that you  otherwise  recognize on a  disposition  of that note.  Any election to
amortize  bond  premium  applies  to  all  debt  obligations,  other  than  debt
obligations the interest on which is excludable from gross income, that you hold
at the  beginning of the first  taxable  year to which the election  applies and
that you  thereafter  acquire.  You may not revoke an election to amortize  bond
premium without the consent of the IRS. You should consult with your tax advisor
regarding this election.

     Disposition of a Note. Upon the sale, exchange,  redemption,  retirement or
other  disposition of a note, you generally will recognize  taxable gain or loss
in an amount equal to the difference, if any, between (1) the amount you receive
in cash or in  property,  valued  at its fair  market  value,  upon  this  sale,
exchange,  redemption,  retirement  or other  disposition,  other  than  amounts
representing  accrued  and unpaid  interest  which  will be


                                      S-13
<PAGE>

taxable as interest  income,  and (2) your adjusted tax basis in the note.  Your
adjusted tax basis in the note will, in general, equal your acquisition cost for
the note,  exclusive of any amount paid allocable to prior accrued interest,  as
increased by any market  discount you have  included in income in respect of the
note,  and as decreased by any amortized  bond premium on the note.  Except with
respect to accrued  market  discount,  your gain or loss will be capital gain or
loss,  and will be long-term  capital gain or loss if you have held the note for
more than one year at the time of disposition.  For noncorporate  U.S.  holders,
preferential rates of tax may apply to long-term capital gains.

Tax Consequences for Non-U.S. Holders

     If you are a non-U.S. holder:

     Generally.  You will not be subject to federal  income taxes on payments of
principal,  premium, if any, or interest on a note, or upon the sale,  exchange,
redemption, retirement or other disposition of a note, if:

     o    you do not own directly or indirectly  10% or more of the total voting
          power of all classes of our voting shares,

     o    your  income  and  gain in  respect  of the  note  is not  effectively
          connected with the conduct of a United States trade or business,

     o    you are not a  controlled  foreign  corporation  that is related to or
          under common control with us,

     o    we or the  applicable  paying  agent (the  "Withholding  Agent")  have
          received  from you a  properly  executed,  applicable  IRS Form W-8 or
          substantially similar form in the year in which a payment of interest,
          principal or premium  occurs,  or in a previous  calendar  year to the
          extent  provided for in the  instructions  to the  applicable IRS Form
          W-8, and

     o    in the case of gain upon the sale, exchange, redemption, retirement or
          other  disposition  of a note  recognized  by an  individual  non-U.S.
          holder,  you were present in the United  States for less than 183 days
          during the taxable year in which the gain was recognized.

     The IRS Form W-8 or a  substantially  similar  form  must be  signed by you
under  penalties  of  perjury  certifying  that you are a  non-U.S.  holder  and
providing your name and address,  and you must inform the  Withholding  Agent of
any change in the information on the statement within 30 days of the change.  If
you hold a note through a securities  clearing  organization  or other qualified
financial  institution,  the  organization  or institution  may provide a signed
statement to the Withholding Agent.  However, in that case, the signed statement
must generally be accompanied by a statement containing the relevant information
from the executed IRS Form W-8 or  substantially  similar form that you provided
to the  organization  or  institution.  If you are a  partner  in a  partnership
holding our notes,  both you and the  partnership  must  comply with  applicable
certification requirements.

     Except  in the  case  of  income  or  gain  in  respect  of a note  that is
effectively  connected  with the conduct of a United  States  trade or business,
discussed  below,  interest  received or gain  recognized  by you which does not
qualify for exemption from taxation will be subject to U.S. withholding tax at a
rate of 30% unless reduced or eliminated by an applicable  tax treaty.  You must
generally use an applicable  IRS Form W-8, or a  substantially  similar form, to
claim tax treaty benefits. If you are a non-U.S.  holder claiming benefits under
an income tax  treaty,  you should be aware that you may be required to obtain a
taxpayer  identification  number  and to  certify  your  eligibility  under  the
applicable treaty's  limitations on benefits article in order to comply with the
applicable certification requirements of the Treasury regulations.

     Effectively  Connected Income and Gain. If you are a non-U.S.  holder whose
income and gain in respect of a note is  effectively  connected with the conduct
of a United  States  trade or business,  you will be subject to regular


                                      S-14
<PAGE>

federal  income tax on this income and gain in generally the same manner as U.S.
holders,  and general federal income tax return filing  requirements will apply.
In addition,  if you are a  corporation,  you may be subject to a branch profits
tax equal to 30% of your effectively connected adjusted earnings and profits for
the taxable year,  unless you qualify for a lower rate under an  applicable  tax
treaty. To obtain an exemption from withholding on interest on the notes that is
effectively connected with the conduct of a United States trade or business, you
must generally supply to the Withholding  Agent an applicable IRS Form W-8, or a
substantially similar form.

Information Reporting and Backup Withholding

     Information  reporting  and backup  withholding  may apply to interest  and
other payments to you under the circumstances  discussed below. Amounts withheld
under backup withholding are generally not an additional tax and may be refunded
or credited against your federal income tax liability, provided that you furnish
the required  information to the IRS. The backup  withholding  rate is currently
30%, but this rate will be reduced to 28% over the next several years.

     If you are a U.S. Holder. You may be subject to backup withholding when you
receive  interest  payments  on a note or  proceeds  upon  the  sale,  exchange,
redemption, retirement or other disposition of a note. In general, you can avoid
this backup  withholding if you properly  execute under  penalties of perjury an
IRS Form W-9 or a substantially similar form on which you:

     o    provide your correct taxpayer identification number, and

     o    certify  that you are exempt from backup  withholding  because (a) you
          are a corporation or come within another  enumerated  exempt category,
          (b) you have  not been  notified  by the IRS that you are  subject  to
          backup withholding,  or (c) you have been notified by the IRS that you
          are no longer subject to backup withholding.

If you do not provide your  correct  taxpayer  identification  number on the IRS
Form W-9 or a  substantially  similar  form,  you may be  subject  to  penalties
imposed by the IRS.

     Unless  you  have  established  on a  properly  executed  IRS Form W-9 or a
substantially  similar form that you are a  corporation  or come within  another
enumerated exempt category, interest and other payments on the notes paid to you
during the  calendar  year,  and the  amount of tax  withheld,  if any,  will be
reported to you and to the IRS.

     If you are a Non-U.S.  Holder. The amount of interest paid to you on a note
during  each  calendar  year,  and the  amount  of tax  withheld,  if any,  will
generally  be  reported  to you  and  to the  IRS.  This  information  reporting
requirement  applies  regardless of whether you were subject to  withholding  or
whether withholding was reduced or eliminated by an applicable tax treaty. Also,
interest  paid to you on a note may be  subject  to backup  withholding,  at the
current 30% rate or subsequent  reduced rate,  unless you properly  certify your
non-U.S. holder status on an IRS Form W-8 or a substantially similar form in the
manner  described  above,   under  "Tax  Consequences  for  Non-U.S.   Holders."
Similarly,  information  reporting  and  backup  withholding  will not  apply to
proceeds you receive upon the sale,  exchange,  redemption,  retirement or other
disposition of a note, if you properly certify that you are a non-U.S. holder on
an IRS Form W-8 or a substantially similar form. Even without having executed an
IRS Form W-8 or a substantially similar form, however, in some cases information
reporting and backup  withholding may not apply to proceeds you receive upon the
sale,  exchange,  redemption,  retirement or other disposition of a note, if you
receive those proceeds through a broker's foreign office.


                                      S-15
<PAGE>

                                  UNDERWRITING

     Subject to the terms and  conditions  contained in the  purchase  agreement
that relates to the notes, we have agreed to sell to Wachovia  Securities,  Inc.
(the "Underwriter"),  and the Underwriter has agreed to purchase from us, all of
the notes offered hereby.

     The purchase  agreement  states that the  obligation of the  Underwriter to
purchase and accept delivery of the notes offered by this prospectus  supplement
is subject to the approval of certain  legal  matters by its counsel and certain
other conditions. Pursuant to the purchase agreement, the Underwriter has agreed
to purchase all of the notes if any of them are purchased.

     The  Underwriter  may  retain  the  notes,  purchase  the notes for its own
account or sell the notes to an affiliate of the Underwriter.  In addition,  any
affiliate of the Underwriter may purchase the notes directly from HPT.

     The  Underwriter  proposes to offer the notes from time to time for sale in
one or more negotiated  transactions,  or otherwise, at market prices prevailing
at the time of sale,  at prices  related to the  prevailing  market prices or at
negotiated prices. In connection with the sale of any notes, the Underwriter may
be deemed to have  received an  underwriting  discount  equal to the  difference
between the amount  received by the  Underwriter  upon the sale of the notes and
the price at which the Underwriter purchased the notes from us.

     We have agreed to indemnify the Underwriter  against  certain  liabilities,
including   liabilities   under  the   Securities   Act  of  1933,  as  amended.
Alternatively,  we may  contribute  to  payments  that  the  Underwriter  may be
required to make as a result of these liabilities.

     Prior to this offering,  there has been no public market for the notes. The
Underwriter  has informed us that it may make a market in the notes from time to
time.  The  Underwriter is not obligated to do so, and it may  discontinue  this
market making at any time without notice.  Therefore,  no assurance can be given
concerning  the liquidity of the trading  market for the notes or that an active
market will develop. We do not intend to apply for the notes to be listed on any
national securities exchange or national securities quotation system.

     The Underwriter has performed  investment  banking,  commercial banking and
advisory  services for us from time to time for which it has received  customary
fees  and  expenses.   The  Underwriter  may,  from  time  to  time,  engage  in
transactions  with and perform  services  for us in the  ordinary  course of its
business. In addition, an affiliate of the Underwriter is a participating lender
under our revolving  credit facility and will receive a  proportionate  share of
any amounts repaid under that facility with the net proceeds of this offering.

                                  LEGAL MATTERS

     Sullivan & Worcester LLP, Boston,  Massachusetts,  our lawyers, have issued
an opinion about the legality of the notes. Hunton & Williams, the Underwriter's
lawyers,  will also issue an opinion to the  Underwriter as to certain  matters.
Sullivan & Worcester LLP and Hunton & Williams will rely, as to certain  matters
of Maryland  law,  upon an opinion of Ballard  Spahr  Andrews & Ingersoll,  LLP,
Baltimore,  Maryland.  Hunton &  Williams  will rely,  as to certain  matters of
Massachusetts  law,  upon the  opinion of  Sullivan &  Worcester  LLP.  Barry M.
Portnoy was a partner in the firm of  Sullivan &  Worcester  LLP until March 31,
1997 and is one of our Managing Trustees. Mr. Portnoy is also a Managing Trustee
of HRPT  Properties  Trust and a director and 50% indirect  beneficial  owner of
REIT Management & Research LLC, our investment manager. Sullivan & Worcester LLP
and Ballard Spahr Andrews & Ingersoll LLP represent HRPT Properties  Trust, REIT
Management & Research LLC and certain of their affiliates on various matters.

                                     EXPERTS

     The financial  statements  incorporated  by reference into this  prospectus
supplement and the  accompanying  prospectus  and elsewhere in the  registration
statement  have  been  audited  by  Arthur  Andersen  LLP,   independent  public
accountants,  as  indicated  in their  reports  with  respect  thereto,  and are
incorporated by reference therein in


                                      S-16
<PAGE>

reliance upon the  authority of said firm as experts in accounting  and auditing
in giving said reports.  Arthur Andersen LLP provided its written consent to the
incorporation  by  reference  of  its  report  with  respect  to  the  financial
statements incorporated by reference in the registration statement of which this
prospectus supplement and the accompanying prospectus are a part. However, prior
to the date of this prospectus supplement,  the Arthur Andersen LLP partners who
reviewed  our most recent  audited  financial  statements  resigned  from Arthur
Andersen  LLP. As a result,  we have not been able to obtain,  after  reasonable
efforts,  the written  consent of Arthur  Andersen  LLP to our naming it in this
prospectus supplement as having certified such financial statements, as required
by Section 7 of the Securities  Act. We have not included  Arthur Andersen LLP's
consent  in  reliance  on  Rule  437a  promulgated  under  the  Securities  Act.
Accordingly,  Arthur Andersen LLP may not have any liability under Section 11 of
the  Securities  Act of 1933 for false and  misleading  statements and omissions
contained  in  this  prospectus  supplement  and  the  accompanying  prospectus,
including the financial  statements,  and any claims against Arthur Andersen LLP
related  to any such  false  and  misleading  statements  and  omissions  may be
limited.  Moreover, Arthur Andersen LLP's recent conviction may adversely affect
the ability of Arthur Andersen LLP to satisfy any successful claim.


                                      S-17
<PAGE>

                INCORPORATION OF CERTAIN INFORMATION 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  supplement,  and  information  that we
subsequently  file with the SEC will  automatically  update and  supersede  this
information.  We incorporate by reference the documents  listed below which were
filed with the SEC under the  Securities  Exchange Act of 1934,  as amended (the
"Exchange Act"):

     o    Annual Report on Form 10-K for the year ended December 31, 2001;

     o    Quarterly  Report on Form 10-Q for the quarter  ended March 31,  2002;
          and

     o    Current Report on Form 8-K dated June 27, 2002.

     We also  incorporate by reference  each of the following  documents that we
may file with the SEC after the date of this  prospectus  supplement  but before
the end of the notes offering:

     o    Reports filed under Sections 13(a) and (c) of the Exchange Act;

     o    Definitive  proxy or information  statements filed under Section 14 of
          the  Exchange  Act in  connection  with any  subsequent  shareholders'
          meeting; and

     o    Any reports filed under Section 15(d) of the Exchange Act.

     You may request a copy of any of the filings  (excluding  exhibits),  at no
cost, by writing or telephoning us at the following address and phone number:

         Investor Relations
         Hospitality Properties Trust
         400 Centre Street
         Newton, Massachusetts 02458
         (617) 964-8389

                       WHERE YOU CAN FIND MORE INFORMATION

     You may read and copy any  material  that we file with the SEC at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may
obtain  information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330.  You may also access our SEC filings over the Internet at
the SEC's website at http://www.sec.gov.


                                      S-18
<PAGE>

                           FORWARD-LOOKING STATEMENTS

     Statements  contained in this  prospectus  supplement and the  accompanying
prospectus, including the documents that are incorporated by reference, that are
not historical  facts are  forward-looking  statements as defined in the Private
Securities  Litigation  Reform Act of 1995.  Also,  when we use any of the words
"believe,"  "expect,"  "anticipate"  or  similar  expressions,   we  are  making
forward-looking statements. Forward-looking statements contained or incorporated
by reference in this  prospectus  supplement  include  statements  regarding our
financing,  investing  and  business  policies  and plans,  the  security of our
revenues and our agreements,  general economic and industry trends affecting us,
our intent to make future  investments,  our access to  capital,  our intent and
ability to pay  interest,  distributions  and debt  principal  when due, our tax
status as a real estate investment trust, our tenants' and operators'  financial
condition,  results of  operations  and ability to pay rent and returns to us or
factors which affect our hotels' quality, operations,  financial results and the
ability of our properties to compete  effectively.  In part, we have based these
forward-looking  statements  on  possible  or  assumed  future  results  of  our
operations.  These are forward-looking  statements and are not guaranteed.  They
are  based  on  our  present  intentions  and on our  present  expectations  and
assumptions. These statements, intentions,  expectations and assumptions involve
risks and uncertainties,  some of which are beyond our control, that could cause
actual  results  or events to differ  materially  from  those we  anticipate  or
project,  such as the status of the economy  including  capital  markets and our
ability to access financing, property market conditions, competition, changes in
federal,  state and local  legislation,  terrorist  attacks  or other  market or
economic disruptions.  Prospective purchasers should not place undue reliance on
these  forward-looking  statements,  as  events  described  or  implied  in such
statements  may not occur.  We undertake no  obligation  to update or revise any
forward-looking  statements  as a result of new  information,  future  events or
otherwise.



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



     You  should  rely only on the  information  contained  or  incorporated  by
reference in this prospectus supplement or the accompanying prospectus.  We have
not, and the  Underwriter  has not,  authorized  any other person to provide you
with  different   information.   If  anyone   provides  you  with  different  or
inconsistent  information,  you  should  not  rely on it.  We are  not,  and the
Underwriter is not, making an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted. You should assume that the information
appearing in this prospectus supplement or the accompanying prospectus,  as well
as information we previously  filed with the SEC and  incorporated by reference,
is  accurate  only  as  of  their  respective  dates.  Our  business,  financial
condition,  results of  operations  and  prospects  may have changed since those
dates.

     The Declaration of Trust of HPT, amended and restated on August 21, 1995, a
copy of which, together with all amendments thereto, is duly filed in the office
of the Department of Assessments and Taxation of the State of Maryland, provides
that the name  "Hospitality  Properties  Trust" refers to the trustees under the
Declaration  of  Trust,  as  so  amended,  collectively  as  trustees,  but  not
individually or personally, and that no trustee, officer, shareholder,  employee
or agent of HPT shall be held to any personal  liability,  jointly or severally,
for any obligation of, or claim against,  HPT. All persons  dealing with HPT, in
any way,  shall look only to the assets of HPT for the payment of any sum or the
performance of any obligation.


                                      S-19
<PAGE>

                                    GLOSSARY

     "Acquired  Debt" means Debt of a person or entity (1)  existing at the time
such person or entity becomes a Subsidiary or (2) assumed in connection with the
acquisition of assets from such person or entity,  in each case, other than Debt
incurred  in  connection  with,  or in  contemplation  of, such person or entity
becoming a Subsidiary or such  acquisition.  Acquired Debt shall be deemed to be
incurred  on the date of the  related  acquisition  of assets from any person or
entity or the date the acquired person or entity becomes a Subsidiary.

     "Annual  Debt  Service"  as of any date means the maximum  amount  which is
expensed  in  any  12-month   period  for  interest  on  Debt  of  HPT  and  its
Subsidiaries.

     "Business  Day" means any day other  than a Saturday  or Sunday or a day on
which banking  institutions  in The City of New York or in the city in which the
Corporate  Trust Office of the Trustee is located are required or  authorized to
close.

     "Capital  Stock"  means,  with  respect to any entity,  any  capital  stock
(including preferred stock), shares, interests, participation or other ownership
interests  (however  designated)  of such entity and any rights (other than debt
securities  convertible  into or exchangeable  for capital  stock),  warrants or
options to purchase any thereof.

     "Consolidated  Income  Available  for Debt  Service"  for any period  means
Earnings  from  Operations of HPT and its  Subsidiaries  plus amounts which have
been  deducted,  and minus  amounts  which have been  added,  for the  following
(without  duplication):  (1) interest on Debt of HPT and its  Subsidiaries,  (2)
cash  reserves  made by  lessees  as  required  by  HPT's  leases  for  periodic
replacement and  refurbishment  of HPT's assets,  (3) provision for taxes of HPT
and its  Subsidiaries  based on income,  (4)  amortization  of debt discount and
deferred  financing costs, (5) provisions for gains and losses on properties and
property  depreciation  and  amortization,  (6) the effect of any noncash charge
resulting from a change in accounting  principles in  determining  Earnings from
Operations for such period and (7) amortization of deferred charges.

     "Debt"  of  HPT  or  any  Subsidiary  means,   without   duplication,   any
indebtedness of HPT or any Subsidiary, whether or not contingent, in respect of:

     (1) borrowed money or evidenced  by bonds,  notes,  debentures  or  similar
         instruments,

     (2) indebtedness for borrowed money secured by any encumbrance  existing on
         property owned by HPT or any Subsidiary, to the extent of the lesser of
         (x) the amount of indebtedness so secured and (y) the fair market value
         of the property subject to such encumbrance,

     (3) the reimbursement  obligations,  contingent or otherwise, in connection
         with any  letters of credit  actually  issued  (other  than  letters of
         credit issued to provide credit  enhancement or support with respect to
         other indebtedness of HPT or any Subsidiary otherwise reflected as Debt
         hereunder) or amounts  representing  the balance deferred and unpaid of
         the purchase price of any property or services, except any such balance
         that   constitutes  an  accrued  expense  or  trade  payable,   or  all
         conditional sale  obligations or obligations  under any title retention
         agreement,

     (4) the principal  amount of all  obligations of HPT or any Subsidiary with
         respect  to   redemption,   repayment  or  other   repurchase   of  any
         Disqualified Stock, or

     (5) any lease of  property  by HPT or any  Subsidiary  as  lessee  which is
         reflected on HPT's consolidated balance sheet as a capitalized lease in
         accordance  with  GAAP,  to  the  extent,  in  the  case  of  items  of
         indebtedness  under (1) through (3) above,  that any such items  (other
         than  letters  of  credit)   would  appear  as  a  liability  on  HPT's
         consolidated balance sheet in accordance with GAAP.


                                      S-20
<PAGE>

Debt also includes, to the extent not otherwise included,  any obligation by HPT
or any  Subsidiary  to be  liable  for,  or to pay,  as  obligor,  guarantor  or
otherwise  (other than for  purposes of  collection  in the  ordinary  course of
business),  Debt of another person or entity (other than HPT or any  Subsidiary)
(it being  understood  that Debt  shall be deemed to be  incurred  by HPT or any
Subsidiary  whenever HPT or such Subsidiary shall create,  assume,  guarantee or
otherwise become liable in respect thereof).

     "Disqualified  Stock" means, with respect to any entity,  any Capital Stock
of such entity which by the terms of such Capital  Stock (or by the terms of any
security  into  which  it is  convertible  or for  which it is  exchangeable  or
exercisable),  upon the  happening of any event or  otherwise  (1) matures or is
mandatorily  redeemable,  pursuant to a sinking  fund  obligation  or  otherwise
(other than  Capital  Stock which is  redeemable  solely in exchange  for common
stock or shares),  (2) is convertible  into or  exchangeable  or exercisable for
Debt or  Disqualified  Stock,  or (3) is  redeemable at the option of the holder
thereof,  in whole or in part (other  than  Capital  Stock  which is  redeemable
solely in exchange for common stock or shares),  in each case on or prior to the
stated maturity of the notes.

     "Earnings  from  Operations"  for any period means net  earnings  excluding
gains  and  losses on sales of  investments,  extraordinary  items and  property
valuation  losses,  as  reflected  in the  financial  statements  of HPT and its
Subsidiaries for such period,  determined on a consolidated  basis in accordance
with GAAP.

     "Make-Whole  Amount" means, in connection  with any optional  redemption or
accelerated  payment of any notes prior to January 15, 2012, the excess, if any,
of (i)  the  aggregate  present  value  as of the  date of  such  redemption  or
accelerated  payment of each dollar of principal  being redeemed or paid and the
amount of interest  (exclusive of interest  accrued to the date of redemption or
accelerated  payment)  that would have been payable in respect of such dollar if
such  redemption  or  accelerated  payment  had been made on January  15,  2012,
determined by discounting, on a semiannual basis, such principal and interest at
the  Reinvestment  Rate (determined on the third Business Day preceding the date
such notice of redemption is given or declaration of  acceleration is made) from
the  respective  dates on which  such  principal  and  interest  would have been
payable if such  redemption or accelerated  payment had been made on January 15,
2012,  over (ii) the aggregate  principal  amount of the notes being redeemed or
paid. In the case of any redemption or accelerated  payment of notes on or after
January 15, 2012, the Make-Whole Amount means zero.

     "Ratio of Earnings to Fixed  Charges" for any period  means HPT's  earnings
divided by fixed  charges.  For this purpose,  earnings have been  calculated by
adding fixed  charges to income  before  income taxes and  extraordinary  items.
Fixed  charges  consist of interest  costs  including  amortization  of deferred
financing costs.

     "Reinvestment Rate" means a rate per annum equal to the sum of 0.50% (fifty
one hundreths of one percent) plus the yield on treasury  securities at constant
maturity under the heading "Week Ending"  published in the  Statistical  Release
under the caption  "Treasury  Constant  Maturities" for the maturity (rounded to
the nearest month)  corresponding to the remaining life to maturity  (which,  in
the case of  maturities  corresponding  to the principal and interest due on the
notes at their  maturity,  shall be deemed to be January  15,  2012),  as of the
payment date of the principal  being  redeemed or paid.  If no maturity  exactly
corresponds  to such  maturity,  yields for the two  published  maturities  most
closely  corresponding  to such  maturity  shall be  calculated  pursuant to the
immediately  preceding  sentence and the Reinvestment Rate shall be interpolated
or extrapolated from such yields on a straight-line  basis,  rounding in each of
such relevant  periods to the nearest  month.  For purposes of  calculating  the
Reinvestment  Rate, the most recent  Statistical  Release published prior to the
date of determination of the Make-Whole Amount shall be used.

     "Secured Debt" means Debt secured by any mortgage,  lien, charge, pledge or
security interest of any kind.

     "Significant  Subsidiary"  means  any  Subsidiary  which is a  "significant
subsidiary" (within the meaning of Regulation S-X,  promulgated by the SEC under
the Securities Act of 1933, as amended) of HPT.


                                      S-21
<PAGE>

     "Statistical Release" means the statistical release designated  "H.15(519)"
or any successor  publication  which is published  weekly by the Federal Reserve
System and which establishes  yields on actively traded United States government
securities  adjusted to constant  maturities or, if such statistical  release is
not published at the time of any  determination  under the  Indenture,  then any
publicly  available  source of similar  market data which shall be designated by
the Company.

     "Subsidiary"  means any  corporation or other entity of which a majority of
(1) the voting  power of the voting  equity  securities  or (2) the  outstanding
equity  interests of which are owned,  directly or indirectly,  by HPT or one or
more other  Subsidiaries  of HPT. For the purposes of this  definition,  "voting
equity  securities" means equity securities having voting power for the election
of  directors,  whether  at all  times  or only so long as no  senior  class  of
security has such voting power by reason of any contingency.

     "Total Assets" as of any date means the sum of (1) the  Undepreciated  Real
Estate Assets and (2) all other assets of HPT and its Subsidiaries determined in
accordance with GAAP (but excluding accounts receivable and intangibles).

     "Total  Unencumbered  Assets" means the sum of (1) those Undepreciated Real
Estate Assets not subject to an encumbrance for borrowed money and (2) all other
assets of HPT and its  Subsidiaries  not subject to an encumbrance  for borrowed
money determined in accordance with GAAP (but excluding accounts  receivable and
intangibles).

     "Undepreciated  Real Estate Assets" as of any date means the cost (original
cost  plus  capital   improvements)  of  real  estate  assets  of  HPT  and  its
Subsidiaries on such date, before depreciation and amortization  determined on a
consolidated basis in accordance with GAAP.

     "Unsecured  Debt" means Debt which is not secured by any of the  properties
of HPT or any Subsidiary.

                                      S-22
<PAGE>

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 March 20, 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....................      21
Statements...................................     iii
Hospitality Properties Trust.................       1       Description of Certain Provisions of
                                                            Maryland Law and of our Declaration of
                                                            Trust and Bylaws...........................      22
Use of Proceeds..............................       1       Plan of Distribution.......................      30
Ratio of Earnings to Fixed Charges...........       1       Validity of the Offered Securities.........      32
Description of Debt Securities...............       1       Experts....................................      32
Description of Common Shares.................      10       Where You Can Find More Information........      32
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.


                                      (ii)
<PAGE>

              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;

     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


                                     (iii)
<PAGE>

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.


                                      (iv)
<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            3.44x             3.66x     3.52x      5.04x     4.81x    10.15x
   and preferred distributions.................
</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.


                                       1
<PAGE>

     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 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;


                                       2
<PAGE>

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

     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


                                       3
<PAGE>

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.

     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.


                                       4
<PAGE>

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:

     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


                                       5
<PAGE>

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:

     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


                                       6
<PAGE>

     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 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.


                                       7
<PAGE>

     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

     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.


                                       8
<PAGE>

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  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.


                                       9
<PAGE>

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.

                          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.


                                       10
<PAGE>

    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.

     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


                                       11
<PAGE>

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;

     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.


                                       12
<PAGE>

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
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.


                                       13
<PAGE>

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 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


                                       14
<PAGE>

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;

     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.


                                       15
<PAGE>

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  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


                                       16
<PAGE>

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
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


                                       17
<PAGE>

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
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


                                       18
<PAGE>

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 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


                                       19
<PAGE>

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.

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.


                                       20
<PAGE>

                             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;

     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


                                       21
<PAGE>

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
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


                                       22
<PAGE>

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 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.


                                       23
<PAGE>

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.

     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.


                                       24
<PAGE>

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.

     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.


                                       25
<PAGE>

     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:

     o    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

     o    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:

     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


                                       26
<PAGE>

     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.

     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


                                       27
<PAGE>

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
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


                                       28
<PAGE>

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 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


                                       29
<PAGE>

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;

     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.


                                       30
<PAGE>

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.

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.


                                       31
<PAGE>

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.

                       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.


                                       32
<PAGE>

     The following  documents  are hereby  incorporated  by reference  into this
prospectus and specifically made a part hereof:

     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  Reports  on Form 8-K dated  August 1, 2001 and March 18,
          2002;

     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.

     All filings made with the SEC under Sections  13(a),  13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended,  subsequent to the date of this
prospectus and prior to the termination or completion of any offering of offered
securities, shall be deemed to be incorporated by reference into this prospectus
and to be a part hereof from the respective dates of filing of such documents.

     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.


                                       33
<PAGE>

================================================================================







                          Hospitality Properties Trust



                                  $125,000,000
                           6.85% Senior Notes due 2012





                         ------------------------------
                              PROSPECTUS SUPPLEMENT
                         ------------------------------



                               Wachovia Securities



                                  June 27, 2002

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

We have not  authorized  any  dealer,  salesperson  or other  person to give you
written  information other than this prospectus  supplement or the prospectus in
connection  with the offering made by this prospectus  supplement.  You must not
rely on unauthorized  information.  Neither this  prospectus  supplement nor the
prospectus is an offer to sell these notes or our  solicitation of your offer to
buy the notes in any  jurisdiction  where that would not be  permitted or legal.
Neither the delivery of this prospectus  supplement and prospectus nor any sales
made  hereunder  after the date of the  prospectus  supplement  shall  create an
implication that the information  contained herein or the affairs of the company
have not changed since the date hereof.

================================================================================




</TEXT>
</DOCUMENT>
</SUBMISSION>
