                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

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

       Date of Report (Date of earliest event reported): DECEMBER 5, 2002

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

          MARYLAND                    1-11527                   04-3262075
(State or other jurisdiction       (Commission               (I.R.S. employer
      of incorporation)            file number)           identification number)

        400 CENTRE STREET, NEWTON, MASSACHUSETTS           02458
        (Address of principal executive offices)         (Zip code)

        Registrant's telephone number, including area code: 617-964-8389


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                            CERTAIN IMPORTANT FACTORS

This  current  report  contains  forward-looking  statements  as  defined in the
Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act
of 1934, as amended.  These  forward-looking  statements  include  references to
repayment  of debt with the  proceeds  from the  offering  by the Company of its
8.875% Series B Cumulative  Redeemable  Preferred  Shares and its ability to pay
distributions.  These  forward-looking  statements  are based upon the Company's
beliefs and  expectations,  but they are not guaranteed  and may not occur.  For
example,  the Company may or may not repay debt.  Investors are cautioned not to
place undue reliance upon forward-looking statements.

THE  AMENDED  AND  RESTATED  DECLARATION  OF TRUST OF THE  COMPANY,  AMENDED AND
RESTATED ON AUGUST 21, 1995, A COPY OF WHICH,  TOGETHER WITH ALL  AMENDMENTS AND
SUPPLEMENTS  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 SO
AMENDED,  COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT
NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF THE COMPANY SHALL BE HELD
TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM
AGAINST,  THE COMPANY.  ALL PERSONS DEALING WITH THE COMPANY,  IN ANY WAY, SHALL
LOOK  ONLY  TO THE  ASSETS  OF THE  COMPANY  FOR THE  PAYMENT  OF ANY SUM OR THE
PERFORMANCE OF ANY OBLIGATION.

ITEM 5.  OTHER EVENTS

On December 5, 2002, the Company agreed to issue and sell 3,000,000  shares of a
new series of preferred shares, 8.875% Series B Cumulative  Redeemable Preferred
Shares (the  "Series B Preferred  Shares"),  in a public  offering.  The Company
expects to issue and deliver the 3,000,000 Series B Preferred Shares on or about
December  10, 2002.  The price to the public will be $25 per share.  The Company
estimates  that the net proceeds from this offering will be about $72.3 million.
The Company  presently  intends to use the net  proceeds  from this  offering to
repay $72.3 million  outstanding  on its  revolving  bank credit  facility.  The
Company has also granted the  underwriters  an option to purchase an  additional
450,000 Series B Preferred Shares to cover over  allotments.  The following is a
summary of some of the terms and conditions of the Series B Preferred Shares and
does not purport to be complete. This summary is subject to, and is qualified by
reference to all of the terms and conditions of the Series B Preferred Shares in
the related Articles  Supplementary  and in the Company's  Declaration of Trust.
The form of Articles Supplementary is filed as an exhibit to this Report.

Holders of Series B Preferred Shares will be entitled to receive cumulative cash
dividends  at a rate  of 8.875%  per  annum  of the $25  per  share  liquidation
preference  (equivalent  to $2.21875  per annum per share).  Beginning  in April
2003,  distributions on the Series B Preferred Shares will be payable  quarterly
in arrears on the 15th day of each January,  April, July, and October or, if not
a business  day,  the next  business  day.  Dividends  on the Series B Preferred
Shares will be cumulative  from (but  excluding) the date of original  issuance,
which is expected to be December  10, 2002.  The Series B Preferred  Shares rank
senior to the  Company's  common shares with respect to the payment of dividends
and on a parity with the Company's Series A preferred shares.

The Series B Preferred  Shares do not have any maturity date, and the Company is
not required to redeem the Series B Preferred Shares. The Company may not redeem
the Series B Preferred  Shares  prior to December  10,  2007,  except in limited
circumstances  relating to its continuing  qualification as a REIT. On and after
December 10, 2007, the Company may, at its option, redeem the Series B 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 the Company is  liquidated,  dissolved  or wound up,  holders of the Series B
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 the Company's common shares and any other shares of beneficial
interest  ranking  junior to the  Series B  Preferred  Shares as to  liquidation
rights.  The rights of the holders of the Series B  Preferred  Shares to receive
their liquidation preference will be subject to the proportionate rights of each
other series or class of the Company's shares ranked on a parity with the Series
B Preferred Shares, including the Company's Series A preferred shares.

Holders of any series of the Company's preferred shares,  including the Series B
Preferred Shares generally have no voting rights.  However,  if the Company does
not pay  distributions on its preferred shares for six or more quarterly periods
(whether or not  consecutive),  the  holders of the Series B  Preferred  Shares,
voting together with the holders of any other series of the Company's  preferred
shares which has similar voting rights, including its Series A preferred shares,
will be entitled to vote for the election of

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two additional trustees to serve on its board of trustees until the Company pays
all  distributions  which it owes on its  preferred  shares.  In  addition,  the
affirmative vote of the holders of at least two-thirds of the Series B Preferred
Shares is required  for the  Company to  authorize,  create or increase  capital
shares ranking senior to the Series B Preferred Shares or to amend the Company's
declaration  of trust in a manner  that  materially  and  adversely  affects the
rights of the Series B Preferred  Shares.  The Series B Preferred Shares are not
convertible into or exchangeable for any other securities or property.

ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

            (c)   Exhibits.

            1.1   Underwriting  Agreement,  dated as of  December 5, 2002 by and
                  among   Hospitality   Properties   Trust   and   the   several
                  underwriters named therein relating to 3,000,000 8.875% Series
                  B Cumulative Redeemable Preferred Shares.

            3.1   Form of Articles Supplementary relating to the 8.875% Series B
                  Cumulative Redeemable Preferred Shares.

            4.1   Form  of  temporary  8.875%  Series  B  Cumulative  Redeemable
                  Preferred Share Certificate.

            8.1   Opinion of Sullivan & Worcester LLP re: tax matters.

            12.1  Computation of Ratio of Earnings to Fixed Charges.

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

            23.1  Consent of  Sullivan &  Worcester  LLP  (contained  in Exhibit
                  8.1).


                                   SIGNATURES

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

                                           HOSPITALITY PROPERTIES TRUST


                                     By:   /s/ Mark L. Kleifges
                                           Mark L. Kleifges
                                           Treasurer and Chief Financial Officer

Date:    December 5, 2002


