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<CIK>0000945394
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<CITY>NEWTON
<STATE>MA
<ZIP>02158
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<FILENAME>hpt8k_dec06.txt
<TEXT>
                       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


<PAGE>

                            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

<PAGE>

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


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>3
<FILENAME>exh1-1.txt
<TEXT>
                                                                     EXHIBIT 1.1

                                3,000,000 Shares

                          HOSPITALITY PROPERTIES TRUST
                    (a Maryland real estate investment trust)

                      8.875% Series B Cumulative Redeemable
                     Preferred Shares of Beneficial Interest


                             UNDERWRITING AGREEMENT
                                                                December 5, 2002

Salomon Smith Barney Inc.
UBS Warburg LLC
   as Representatives of the several Underwriters
   named in Schedule A hereto
c/o  Salomon Smith Barney Inc.
     388 Greenwich Street, 32nd Floor
     New York, New York  10013

Ladies and Gentlemen:

         Hospitality  Properties  Trust, a Maryland real estate investment trust
(the  "Company"),   confirms  its  agreement  with  Salomon  Smith  Barney  Inc.
("Salomon"), UBS Warburg LLC ("UBS") and each of the other Underwriters named in
Schedule  A hereto  (collectively,  the  "Underwriters"  which  term  shall also
include  any  underwriter  substituted  as  hereinafter  provided  in Section 10
hereof),  for  whom  Salomon  and UBS are  acting  as  representatives  (in such
capacity,  Salomon  and  UBS are  hereinafter  collectively  referred  to as the
"Representatives"),  with  respect to the issue and sale by the  Company and the
purchase  by  the  Underwriters,  acting  severally  and  not  jointly,  of  the
respective  numbers set forth in  Schedule A of the  Company's  8.875%  Series B
Cumulative Redeemable Preferred Shares of Beneficial Interest, without par value
(the  "Preferred  Shares"),  at a purchase price of $24.2125 per Preferred Share
and  with  respect  to the  grant by the  Company  to the  Underwriters,  acting
severally  and not  jointly,  of the  option  described  in  Section 2 hereof to
purchase  all or any part of an  additional  450,000  Preferred  Shares to cover
over-allotments,  if any. The aforesaid 3,000,000 Preferred Shares (the "Initial
Shares"),  together with all or any part of the 450,000 Preferred Shares subject
to the  option  described  in  Section  2  hereof  (the  "Option  Shares"),  are
collectively hereinafter called the "Shares."

         The Company has filed with the Securities and Exchange  Commission (the
"Commission") registration statements on Form S-3 (Nos. 333-43573 and 333-84064)
for  the  registration  of  debt  securities,  preferred  shares  of  beneficial
interest,  depositary shares,  common shares of beneficial interest and warrants
under the Securities Act of 1933, as amended (the "1933 Act"),  and the offering
thereof  from  time  to  time in  accordance  with  Rule  415 of the  rules  and
regulations of the Commission  under the 1933 Act (the "1933 Act  Regulations").
Such registration  statements have been declared  effective by the Commission on
January 15,  1998 and March 20,  2002,  respectively,  and the Company has filed
such  post-effective  amendments thereto, if any, as may be required to the date
hereof and each such post-effective amendment


<PAGE>

has been declared effective by the Commission.  Such registration statements (as
so  amended,  if  applicable)  are  referred  to  herein  as  the  "Registration
Statement";  and the  final  prospectus  and  the  final  prospectus  supplement
relating  to the  offering  of the Shares,  in the form first  furnished  to the
Underwriters  by the  Company  for use in  connection  with the  offering of the
Shares,  are  collectively  referred  to herein as the  "Prospectus";  provided,
however,   that  all  references  to  the   "Registration   Statement"  and  the
"Prospectus" shall also be deemed to include all documents  incorporated therein
by reference  pursuant to the  Securities  Exchange Act of 1934, as amended (the
"1934 Act"), prior to the date hereof;  provided,  further,  that if the Company
files a registration  statement  with the Commission  pursuant to Rule 462(b) of
the 1933 Act Regulations (the "Rule 462(b) Registration Statement"), then, after
such filing, all references to "Registration  Statement" shall also be deemed to
include  the  Rule  462(b)   Registration   Statement.   For  purposes  of  this
Underwriting  Agreement,  all  references  to  the  Registration  Statement  and
Prospectus,  or to any amendment or supplement to either of the foregoing  shall
be  deemed  to  include  any copy  filed  with the  Commission  pursuant  to its
Electronic Data Gathering Analysis and Retrieval system ("EDGAR").

         All references in this Underwriting  Agreement to financial  statements
and schedules and other information which is "contained," "included" or "stated"
(or other  references  of like  import)  in the  Registration  Statement  or the
Prospectus shall be deemed to mean and include all such financial statements and
schedules  and other  information  which is  incorporated  by  reference  in the
Registration  Statement  or the  Prospectus,  as the case  may be,  prior to the
execution  of  this   Underwriting   Agreement;   and  all  references  in  this
Underwriting   Agreement  to  amendments  or  supplements  to  the  Registration
Statement,  Prospectus  or  preliminary  prospectus  shall be deemed to mean and
include the filing of any document under the 1934 Act which is  incorporated  by
reference in the Registration Statement or Prospectus, as the case may be, after
the execution of this Underwriting Agreement.

         The 251 hotels  described in the Prospectus as being currently owned by
the  Company as of the date  hereof are  collectively  referred to herein as the
"Hotels".

         SECTION 1. Representations and Warranties.

         (a)  Representations  and  Warranties  by  the  Company.   The  Company
represents and warrants to each of the  Underwriters,  as of the date hereof, as
follows:

                  (1) Compliance  with  Registration  Requirements.  The Company
         meets the  requirements  for use of Form S-3  under  the 1933 Act.  The
         Registration   Statement   (including  any  Rule  462(b)   Registration
         Statement)  has become  effective  under the 1933 Act and no stop order
         suspending the  effectiveness  of the  Registration  Statement (or such
         Rule 462(b) Registration  Statement) has been issued under the 1933 Act
         and no proceedings for that purpose have been instituted or are pending
         or,  to  the  knowledge  of  the  Company,   are  contemplated  by  the
         Commission,  and  any  request  on  the  part  of  the  Commission  for
         additional information has been complied with.

                  At the respective times the Registration  Statement (including
         any  Rule  462(b)   Registration   Statement)  and  any  post-effective
         amendments  thereto  (including the filing of the Company's most recent
         Annual Report on Form 10-K with the  Commission  (the


                                       2
<PAGE>

         "Annual  Report on Form  10-K"))  became  effective  and as of the date
         hereof,   the  Registration   Statement   (including  any  Rule  462(b)
         Registration  Statement) and any amendments  thereto  complied and will
         comply in all material  respects with the  requirements of the 1933 Act
         and the 1933 Act Regulations and did not and will not contain an untrue
         statement of a material  fact or omit to state a material fact required
         to be stated  therein or necessary to make the  statements  therein not
         misleading.  At the date of the  Prospectus  and at the Closing Time as
         defined   below,   neither  the   Prospectus  nor  any  amendments  and
         supplements  thereto  included or will include an untrue statement of a
         material  fact or  omitted  or  will  omit to  state  a  material  fact
         necessary in order to make the statements  therein, in the light of the
         circumstances   under   which   they   were   made,   not   misleading.
         Notwithstanding  the foregoing,  the  representations and warranties in
         this subsection  shall not apply to statements in or omissions from the
         Registration  Statement or the Prospectus  made in reliance upon and in
         conformity with information  furnished to the Company in writing by the
         Underwriters  through  the  Representatives  expressly  for  use in the
         Registration Statement or the Prospectus.

                  Each  preliminary  prospectus and prospectus  filed as part of
         the  Registration  Statement  as  originally  filed  or as  part of any
         amendment  thereto,  or filed  pursuant to Rule 424 under the 1933 Act,
         complied  when so  filed  in all  material  respects  with the 1933 Act
         Regulations and the Prospectus delivered to the Underwriters for use in
         connection  with the offering of the Shares  will,  at the time of such
         delivery, be identical to any electronically transmitted copies thereof
         filed  with the  Commission  pursuant  to EDGAR,  except to the  extent
         permitted by Regulation S-T.

                  (2)  Incorporated  Documents.  The documents  incorporated  or
         deemed to be  incorporated by reference in the  Registration  Statement
         and the Prospectus, when they became effective or at the time they were
         or hereafter are filed with the Commission, complied and will comply in
         all material  respects  with the  requirements  of the 1934 Act and the
         rules and  regulations  of the  Commission  thereunder  (the  "1934 Act
         Regulations") and, when read together with the other information in the
         Prospectus,  at the date of the  Prospectus and at the Closing Time did
         not and will not include an untrue statement of a material fact or omit
         to state a  material  fact  necessary  in order to make the  statements
         therein,  in the light of the circumstances under which they were made,
         not misleading.

                  (3) Independent Accountants. The accountants who certified the
         financial  statements and any supporting  schedules thereto included in
         the Registration  Statement and the Prospectus were, as of the dates of
         their  respective  certifications,  independent  public  accountants as
         required by the 1933 Act and the 1933 Act Regulations.

                  (4)  Financial  Statements.  The  financial  statements of the
         Company  included in the  Registration  Statement  and the  Prospectus,
         together  with  the  related  schedules  and  notes,  as well as  those
         financial statements,  schedules and notes of any other entity included
         therein,  present fairly the financial  position of the Company and its
         consolidated subsidiaries, or such other entity, as the case may be, at
         the dates  indicated  and the  statement of  operations,  shareholders'
         equity and cash flows of the Company and its consolidated subsidiaries,
         or such other  entity,  as the case may be, for the periods  specified.
         Such  financial  statements  have  been  prepared  in  conformity  with
         generally


                                       3
<PAGE>

         accepted  accounting  principles ("GAAP") applied on a consistent basis
         throughout  the periods  involved.  The supporting  schedules,  if any,
         included  in the  Registration  Statement  and the  Prospectus  present
         fairly in accordance  with GAAP the  information  required to be stated
         therein.   The  selected  financial  data  and  the  summary  financial
         information  included in the Prospectus  present fairly the information
         shown therein and have been compiled on a basis consistent with that of
         the audited financial statements included in the Registration Statement
         and the Prospectus.  In addition, any pro forma financial statements of
         the Company and its subsidiaries and the related notes thereto included
         in the  Registration  Statement and the  Prospectus  present fairly the
         information  shown therein,  have been prepared in accordance  with the
         Commission's  rules and guidelines  with respect to pro forma financial
         statements  and have been  properly  compiled  on the  bases  described
         therein,  and the  assumptions  used  in the  preparation  thereof  are
         reasonable  and the  adjustments  used therein are  appropriate to give
         effect to the transactions and circumstances referred to therein.

                  (5)  No  Material  Adverse  Change  in  Business.   Since  the
         respective  dates as of which  information is given in the Registration
         Statement and the Prospectus,  except as otherwise stated therein,  (A)
         there has been no material  adverse change in the condition,  financial
         or  otherwise,  or  in  the  earnings,  business  affairs  or  business
         prospects  of  the  Company  and  its  subsidiaries  considered  as one
         enterprise,  whether or not arising in the ordinary  course of business
         (a  "Material  Adverse  Effect"),  (B) there have been no  transactions
         entered  into by the  Company  or any of its  subsidiaries,  other than
         those  arising in the ordinary  course of business,  which are material
         with  respect to the Company  and its  subsidiaries  considered  as one
         enterprise and (C) except for regular dividends on the Company's common
         shares or preferred  shares,  in amounts per share that are  consistent
         with past  practice or the  applicable  charter  document or supplement
         thereto,  respectively,  there has been no dividend or  distribution of
         any kind  declared,  paid or made by the  Company  on any  class of its
         capital shares.

                  (6) Good  Standing of the  Company.  The Company has been duly
         organized and is validly existing as a real estate  investment trust in
         good standing under the laws of the State of Maryland and has power and
         authority to own,  lease and operate its  properties and to conduct its
         business as described in the  Prospectus  and to enter into and perform
         its  obligations  under, or as contemplated  under,  this  Underwriting
         Agreement. The Company is duly qualified to transact business and is in
         good standing in each other jurisdiction in which such qualification is
         required,  whether by reason of the ownership or leasing of property or
         the conduct of  business,  except where the failure to so qualify or be
         in good standing would not result in a Material Adverse Effect; and the
         Articles  Supplementary relating to the Preferred Shares (the "Articles
         Supplementary")  will be in full  force and  effect  as of the  Closing
         Time.

                  (7)  Good   Standing  of   Subsidiaries.   Each   "significant
         subsidiary"  of the  Company  (as such term is  defined in Rule 1-02 of
         Regulation  S-X  promulgated  under the 1933 Act) (each, a "Subsidiary"
         and, collectively, the "Subsidiaries"), if any, has been duly organized
         and is validly  existing as a corporation  or a real estate  investment
         trust,  as the  case may be,  in good  standing  under  the laws of the
         jurisdiction of its incorporation or formation, as the case may be, has
         corporate  power and authority to own, lease and


                                       4
<PAGE>

         operate its  properties and to conduct its business as described in the
         Prospectus  and is duly  qualified as a foreign  corporation  or a real
         estate  investment  trust, as the case may be, to transact business and
         is in good standing in each jurisdiction in which such qualification is
         required,  whether by reason of the ownership or leasing of property or
         the conduct of  business,  except where the failure to so qualify or be
         in good standing would not result in a Material Adverse Effect.  Except
         as otherwise stated in the  Registration  Statement and the Prospectus,
         all of the issued and outstanding capital shares of each Subsidiary has
         been  duly   authorized   and  is  validly   issued,   fully  paid  and
         non-assessable  and  is  owned  by the  Company,  directly  or  through
         subsidiaries,  free  and  clear  of any  security  interest,  mortgage,
         pledge,  lien,  encumbrance,  claim or equity.  None of the outstanding
         capital  shares of any Subsidiary was issued in violation of preemptive
         or other similar rights of any securityholder of such Subsidiary.

                  (8)  Capitalization.  The  authorized,  issued and outstanding
         capital  shares of the Company  have been duly  authorized  and validly
         issued by the Company and are fully paid and non-assessable  (except as
         otherwise  described in the Registration  Statement),  and none of such
         capital  shares was issued in violation of  preemptive or other similar
         rights of any securityholder of the Company.

                  (9)  Authorization  of  this  Underwriting   Agreement.   This
         Underwriting Agreement has been duly authorized, executed and delivered
         by the Company.

                  (10)  Authorization of the Shares. The Shares to be issued and
         sold pursuant to this Underwriting  Agreement have been duly authorized
         and,  when issued and  delivered to the  Underwriters  against  payment
         therefor as provided hereunder,  will have been validly issued and will
         be fully paid,  non-assessable  (except as  otherwise  described in the
         Registration  Statement) and free of preemptive or similar rights;  the
         Preferred   Shares   conform  to  the   provisions   of  the   Articles
         Supplementary;   there  are  no  outstanding   subscriptions,   rights,
         warrants,  options, calls, convertible securities,  commitments of sale
         or liens related to or entitling any person to purchase or otherwise to
         acquire  any Common  Shares  of, or other  ownership  interest  in, the
         Company, except as otherwise disclosed in the Registration Statement or
         the  Prospectus  and except for awards  under the  Company's  Incentive
         Share  Award  Plan  made  in  the  ordinary  course  of  business;  all
         outstanding  Common  Shares,  except for shares issued  pursuant to the
         Company's  Incentive  Share Award Plan and shares issued to the Advisor
         (as defined below) and its affiliates, are listed on the New York Stock
         Exchange,  Inc.  (the "NYSE") and the Company knows of no reason or set
         of facts  which is likely to result  in the  delisting  of such  Common
         Shares or the inability to list the Shares;  and there are no rights of
         holders of  securities  of the  Company to the  registration  of Common
         Shares or other securities that would require  inclusion of such Common
         Shares or other securities in the offering of the Shares.

                  (11)  Descriptions  of the Shares.  The Shares will conform in
         all material  respects to the statements  relating thereto contained in
         the Prospectus.

                  (12)  Absence of Defaults and  Conflicts.  Neither the Company
         nor any of its  subsidiaries  is in  violation  of its  declaration  of
         trust,  charter,  by-laws or other comparable


                                       5
<PAGE>

         governing  document or in default in the  performance  or observance of
         any  obligation,  agreement,  covenant or  condition  contained  in any
         contract, indenture, mortgage, deed of trust, loan or credit agreement,
         note,  lease or other  agreement or  instrument to which the Company or
         any of its subsidiaries is a party or by which it or any of them may be
         bound,  or to which any of the assets,  properties or operations of the
         Company  or  any  of  its   subsidiaries   is  subject   (collectively,
         "Agreements and Instruments"),  except for such defaults that would not
         result in a  Material  Adverse  Effect.  The  execution,  delivery  and
         performance of this  Underwriting  Agreement and any other agreement or
         instrument  entered  into or issued or to be entered  into or issued by
         the Company in connection with the transactions  contemplated hereby or
         thereby or in the  Registration  Statement and the  Prospectus  and the
         consummation  of  the  transactions  contemplated  herein  and  in  the
         Registration  Statement and the Prospectus  (including the issuance and
         sale of the  Shares  and the use of the  proceeds  from the sale of the
         Shares as described under the caption "Use of Proceeds") and compliance
         by the Company with its obligations  hereunder and thereunder have been
         duly authorized by all necessary  corporate  action and do not and will
         not, whether with or without the giving of notice or passage of time or
         both,  conflict with or constitute a breach of, or default or Repayment
         Event (as defined below) under, or result in the creation or imposition
         of any lien,  charge or  encumbrance  upon any  assets,  properties  or
         operations of the Company or any of its  subsidiaries  pursuant to, any
         Agreements  and  Instruments,  nor  will  such  action  result  in  any
         violation of the provisions of the charter or by-laws of the Company or
         any  of  its  subsidiaries  or  any  applicable  law,  statute,   rule,
         regulation,   judgment,  order,  writ  or  decree  of  any  government,
         government  instrumentality  or  court,  domestic  or  foreign,  having
         jurisdiction  over the  Company  or any of its  subsidiaries  or any of
         their assets,  properties or operations.  As used herein,  a "Repayment
         Event" means any event or condition which gives the holder of any note,
         debenture or other  evidence of  indebtedness  (or any person acting on
         such holder's  behalf) the right to require the repurchase,  redemption
         or repayment of all or a portion of such indebtedness by the Company or
         any of its subsidiaries.

                  (13)  Absence  of  Labor  Dispute.  To  the  knowledge  of the
         Company,  no labor problem  exists or is imminent with employees of the
         Company or any of its  subsidiaries  that could have a Material Adverse
         Effect.

                  (14)  Absence  of  Proceedings.  There  is  no  action,  suit,
         proceeding,  inquiry or investigation before or brought by any court or
         governmental  agency or body,  domestic or foreign,  now pending, or to
         the  knowledge  of the Company  threatened,  against or  affecting  the
         Company or any of its subsidiaries which is required to be disclosed in
         the  Registration  Statement and the  Prospectus  (other than as stated
         therein), or which might reasonably be expected to result in a Material
         Adverse Effect, or which might reasonably be expected to materially and
         adversely  affect the  consummation  of the  transactions  contemplated
         under the Prospectus,  this Underwriting  Agreement, or the performance
         by the  Company of its  obligations  hereunder.  The  aggregate  of all
         pending legal or  governmental  proceedings to which the Company or any
         of its  subsidiaries  is a party  or of which  any of their  respective
         assets, properties or operations is the subject which are not described
         in the Registration  Statement and the Prospectus,  including  ordinary
         routine litigation incidental to the business,  could not reasonably be
         expected to result in a Material Adverse Effect.


                                       6
<PAGE>

                  (15) Accuracy of Exhibits. There are no contracts or documents
         which are required to be described in the Registration  Statement,  the
         Prospectus or the documents  incorporated by reference therein or to be
         filed as exhibits thereto which have not been so described and filed as
         required.

                  (16)  Absence  of Further  Requirements.  No filing  with,  or
         authorization,   approval,   consent,  license,  order,   registration,
         qualification  or decree of,  any court or  governmental  authority  or
         agency,  domestic  or foreign,  is  necessary  or required  for the due
         authorization,   execution   and   delivery  by  the  Company  of  this
         Underwriting  Agreement  or for the  performance  by the Company of the
         transactions  contemplated  under the  Prospectus or this  Underwriting
         Agreement,  except such as may be  required  and will be obtained at or
         prior to the Closing Time and such as may be required by the securities
         or Blue Sky laws or real estate  syndication laws of the various states
         in connection with the offer and sale of the Shares and, in the case of
         the  performance  thereof,  except as are  contemplated  by the express
         terms of such  documents to occur after the Closing Time and except (x)
         such as are otherwise described in the Prospectus and (y) such that the
         failure to obtain would not have a Material Adverse Effect.

                  (17) Possession of Intellectual Property. The Company and each
         of its  subsidiaries  owns,  or possesses  adequate  rights to use, all
         patents, trademarks,  trade names, service marks, copyrights,  licenses
         and  other  rights  necessary  for  the  conduct  of  their  respective
         businesses  as  described  in  the  Registration  Statement  and in the
         Prospectus,  and neither the  Company nor any of its  subsidiaries  has
         received any notice of conflict with, or infringement  of, the asserted
         rights of others with respect to any such  patents,  trademarks,  trade
         names, service marks, copyrights, licenses and other such rights (other
         than  conflicts  or  infringements  that,  if proven,  would not have a
         Material  Adverse  Effect),  and  neither  the  Company  nor any of its
         subsidiaries knows of any basis therefor.

                  (18) Possession of Licenses and Permits. To the best knowledge
         of the  Company,  each lessee of the Hotels has,  and as of the Closing
         Time  will  have,  all  permits,  licenses,  approvals,   certificates,
         franchises and authorizations of governmental or regulatory authorities
         ("Approvals")  as may be  necessary  to lease,  operate  or manage  the
         Hotels in the manner  described in or  contemplated  by the Prospectus,
         except  for  those  Approvals  the  absence  of which  would not have a
         Material Adverse Effect.

                  (19) Title to Property.  The Company and its subsidiaries have
         good and marketable title to all real property owned by the Company and
         its  subsidiaries and good title to all other properties owned by them,
         in each case, free and clear of all mortgages, pledges, liens, security
         interests, claims, restrictions or encumbrances of any kind, except (A)
         as otherwise stated in the  Registration  Statement and the Prospectus,
         (B) in the case of personal property located at certain Hotels, such as
         are subject to equipment lease financing  arrangements  which have been
         entered into in the  ordinary  course of business and have an aggregate
         outstanding  balance  not in excess of $1  million,  (C) those which do
         not,  singly or in the aggregate,  materially  affect the value of such
         property and do not interfere with the use made and proposed to be made
         of such property by the Company or any of its subsidiaries or (D) liens
         for taxes not yet due and  payable.  All of the  leases  and


                                       7
<PAGE>

         subleases  material to the business of the Company and its subsidiaries
         considered as one enterprise, and under which the Company or any of its
         subsidiaries holds properties described in the Prospectus,  are in full
         force and  effect  (except  where the  failure  to be in full force and
         effect would not result in a Material Adverse Effect),  and neither the
         Company  nor any of its  subsidiaries  has  received  any notice of any
         material  claim of any sort that has been asserted by anyone adverse to
         the rights of the Company or any of its  subsidiaries  under any of the
         leases or subleases  mentioned  above,  or affecting or questioning the
         rights of the Company or such subsidiary to the continued possession of
         the leased or subleased premises under any such lease or sublease.

                  (20) Investment  Company Act. The Company is not, and upon the
         issuance  and  sale  of the  Shares  as  herein  contemplated  and  the
         application  of  the  net  proceeds   therefrom  as  described  in  the
         Prospectus  will not be, an "investment  company" within the meaning of
         the Investment Company Act of 1940, as amended (the "1940 Act").

                  (21) Environmental Laws. The Company has received and reviewed
         certain environmental reports on (which included physical inspection of
         the  surface  of)  each  Hotel's  property  and  has  obtained  certain
         representations and warranties  relating to environmental  matters from
         the  sellers of the Hotels set forth in purchase  agreements  therefor.
         Except as described  in the  Prospectus,  (i) the Company,  and, to its
         knowledge,  each Hotel's property,  is, and as of the Closing Time will
         be, in compliance with all applicable federal, state and local laws and
         regulations  relating to the protection of human health and safety, the
         environment,  hazardous or toxic substances and wastes,  pollutants and
         contaminants  ("Environmental  Laws"),  (ii) the  Company,  or,  to its
         knowledge,  its lessees have  received,  or as of the Closing Time will
         receive,  all  permits,  licenses  or other  approvals  required  under
         applicable   Environmental   Laws  to  conduct  the  respective   hotel
         businesses  presently  conducted at each Hotel's property and (iii) the
         Company or, to its  knowledge,  its  lessees  are, or as of the Closing
         Time will be, in compliance  with all terms and  conditions of any such
         permit,  license or approval,  except,  in respect of clauses (i), (ii)
         and (iii),  as otherwise  disclosed in the  Prospectus or as would not,
         singly or in the aggregate, have a Material Adverse Effect. To the best
         knowledge of the Company, except as described in the Prospectus,  there
         are  no  costs  or  liabilities   associated  with  Environmental  Laws
         (including,  without limitation,  any capital or operating expenditures
         required  for  clean-up,   remediation  or  closure  of  properties  or
         compliance  with  Environmental  Laws and any potential  liabilities to
         third parties) that, as of the date hereof, would, or as of the Closing
         Time will, singly or in the aggregate,  have a Material Adverse Effect.
         The Company  has  received  and  reviewed  engineering  reports on each
         Hotel's property,  has obtained certain  representations and warranties
         from  the  sellers  of the  Hotels  set  forth in  purchase  agreements
         therefor  and  has  conducted  physical  inspections  of  each  Hotel's
         property.  In respect of each Hotel, (i) each Hotel is not in violation
         of any  applicable  building  code,  zoning  ordinance  or other law or
         regulation,  except  where such  violation of any  applicable  building
         code,  zoning ordinance or other law or regulation would not, singly or
         in the aggregate,  have a Material Adverse Effect; (ii) the Company has
         not received notice of any proposed material special  assessment or any
         proposed  change  in any  property  tax,  zoning  or land  use  laws or
         availability of water affecting any Hotel that would have, singly or in
         the aggregate,  a Material Adverse Effect; (iii) except as disclosed in
         the  Prospectus,  there does not exist any  material


                                       8
<PAGE>

         violation of any declaration of covenants,  conditions and restrictions
         with respect to any Hotel that would have,  singly or in the aggregate,
         a Material  Adverse Effect,  or any state of facts or  circumstances or
         condition or event which could, with the giving of notice or passage of
         time,  or both,  constitute  such a  material  violation;  and (iv) the
         improvements  comprising any portion of each Hotel (the "Improvements")
         are  free of any and all  material  physical,  mechanical,  structural,
         design  and  construction  defects  that would  have,  singly or in the
         aggregate, a Material Adverse Effect and the mechanical, electrical and
         utility  systems   servicing  the  Improvements   (including,   without
         limitation, all water, electric, sewer, plumbing, heating, ventilation,
         gas and air  conditioning)  are in good  condition  and proper  working
         order  and are  free of  defects  that  would  have,  singly  or in the
         aggregate, a Material Adverse Effect.

                  (22)  REIT   Qualification.   The  Company  is   organized  in
         conformity with the requirements for qualification, and, as of the date
         hereof the Company  operates,  and as of Closing  Time the Company will
         operate,  in a manner  that  qualifies  the  Company as a "real  estate
         investment  trust" under the Internal  Revenue Code of 1986, as amended
         (the "Code"),  and the rules and regulations  thereunder,  for 2002 and
         subsequent  years.  The Company  qualified as a real estate  investment
         trust under the Code for each of the taxable  years ended  December 31,
         1995 through December 31, 2001.

                  (23) Possession of Insurance.  The Company and its Hotels are,
         and as of the Closing Time will be, insured in the manner  described in
         the  Prospectus  by insurers  of  recognized  financial  responsibility
         against such losses and risks and in such  amounts as are  customary in
         the  businesses  in which the Company is engaged and proposes to engage
         and the  Company has no reason to believe  that it or its tenants  will
         not be able to renew such insurance  coverage as and when such coverage
         expires or to obtain  similar  coverage as may be necessary to continue
         its  business at  economically  viable  rates.  The Company  and/or its
         subsidiaries,  as  applicable,  has obtained an ALTA Extended  Coverage
         Owner's  Policy  of Title  Insurance  or its  local  equivalent  (or an
         irrevocable  commitment  to issue  such a policy)  on all of the Hotels
         owned by the Company or its subsidiaries and such title insurance is in
         full force and effect.

                  (24) Absence of Indebtedness. At the Closing Time, the Company
         will  have no  indebtedness  for  money  borrowed  except  (i)  amounts
         outstanding under the Company's $350 million aggregate principal amount
         credit facility (the "Credit  Facility"),  (ii) the Company's 7% Senior
         Notes due 2008,  (iii) the Company's 8 1/2% Monthly Income Senior Notes
         due 2009,  (iv) the  Company's  9.125%  Senior Notes due 2010,  (v) the
         Company's  6.85%  Senior  Notes  due  2012,  (vi)  equipment  financing
         arrangements in respect of personal  property located at certain Hotels
         which have been  entered  into in the  ordinary  course of business and
         have an aggregate  outstanding balance not in excess of $1 million, and
         (vii) any  indebtedness  as to which you shall  have  given  your prior
         written consent.

                  (25)  Good  Standing  of  the  Advisor.  Except  as  otherwise
         disclosed in the  Prospectus,  since the  respective  dates as of which
         information  is given in the  Prospectus,  there  has been no  material
         adverse  change  in  the  business,  operations,  earnings,  prospects,
         properties or condition  (financial or otherwise) of Reit  Management &


                                       9
<PAGE>

         Research  LLC (the  "Advisor"),  whether or not arising in the ordinary
         course of  business,  that would have a Material  Adverse  Effect.  The
         Advisor (A) is a limited  liability  company  duly  organized,  validly
         existing and in good standing  under the laws of the State of Delaware,
         and (B) has the requisite limited liability company power and authority
         to conduct its business as described in the  Prospectus  and to own and
         operate its material  properties.  The Advisory Agreement,  dated as of
         January 1, 1998 and  Amendment  No. 1 thereto,  dated as of October 12,
         1999 (the "Advisory  Agreement"),  between the Company and the Advisor,
         has been duly authorized, executed and delivered by the parties thereto
         and constitutes the valid agreement of the parties thereto, enforceable
         in  accordance  with its terms,  except as limited by (a) the effect of
         bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer
         or other  similar laws  relating to or affecting the rights or remedies
         of  creditors  or (b)  the  effect  of  general  principles  of  equity
         (regardless of whether  enforcement is sought in a proceeding in equity
         or at law).

         (b) Officers'  Certificates.  Any certificate  signed by any officer of
the Company or any of its  subsidiaries  and delivered to the Underwriters or to
counsel to the  Underwriters in connection with the offering of the Shares shall
be  deemed  a  representation  and  warranty  by  the  Company  to  each  of the
Underwriters as to the matters covered thereby on the date of such certificate.

         SECTION 2. Sale and Delivery to Underwriters; Closing.

         (a) Shares. The commitments of the several Underwriters to purchase the
Shares  pursuant  to the terms  hereof  shall be deemed to have been made on the
basis of the  representations,  warranties and agreements  herein  contained and
shall be subject to the terms and conditions herein set forth.

         (b)   Over-allotment   Option.  In  addition,   on  the  basis  of  the
representations  and  warranties  herein  included  and subject to the terms and
conditions  herein  set  forth,  the  Company  hereby  grants  an  option to the
Underwriters,  acting severally and not jointly, to purchase up to an additional
450,000  Shares  at the  purchase  price  set  forth on the  first  page of this
Underwriting Agreement.  The option hereby granted will expire 30 days after the
date of this  Underwriting  Agreement  and may be  exercised in whole or in part
from time to time only for the purpose of covering  over-allotments which may be
made in connection with the offering and distribution of the Initial Shares upon
notice by the  Underwriters  to the Company  setting  forth the number of Option
Shares as to which the Underwriters are then exercising the option and the time,
date and place of payment and delivery for such Option Shares. Any such time and
date of delivery (a "Date of Delivery")  shall be determined by the Underwriters
but shall not be later than seven full business  days, nor earlier than two full
business  days,  after the  exercise of said  option,  nor in any event prior to
Closing Time, unless otherwise agreed upon by the Underwriters and the Company.

         (c) Payment.  Payment of the  purchase  price for, and delivery of, the
Initial Shares shall be made at the offices of Sullivan & Worcester LLP, Boston,
Massachusetts,  or at such  other  place as shall be agreed  upon by you and the
Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs
after 4:30 P.M. (Eastern time) on any given day) business day


                                       10
<PAGE>

following the date of this Underwriting  Agreement, or such other time not later
than  ten  business  days  after  such  date  as  shall  be  agreed  upon by the
Underwriters  and the Company (such time and date of payment and delivery  being
herein called "Closing Time"). In addition, in the event that the over-allotment
option described in (b) above is exercised by the  Underwriters,  payment of the
purchase  price  for and  delivery  of the  Option  Shares  shall be made at the
above-mentioned  office of Sullivan &  Worcester  LLP, or at such other place as
shall  be  agreed  upon by the  Underwriters  and the  Company  on each  Date of
Delivery as specified in the notice to the Company. Payment shall be made to the
Company  by wire  transfer  of  immediately  available  funds to a bank  account
designated by the Company,  against delivery to the Underwriters of certificates
for the Shares to be purchased by you.

         (d)  Registration.  The Shares shall be issued and  registered  in such
names as the Underwriters shall request not later than one business day prior to
the Closing Time or the Date of  Delivery,  as the case may be. The Shares shall
be made available for inspection not later than 10:00 a.m. (Eastern Time) on the
business day prior to the Closing Time or the Date of Delivery,  as the case may
be, at the office of The Depository Trust Company or its designated custodian.

         SECTION 3. Covenants of the Company. The Company covenants with each of
the Underwriters as follows:

         (a) Immediately following the execution of this Underwriting Agreement,
the Company  will prepare a Prospectus  Supplement  setting  forth the number of
Shares  covered  thereby  and  their  terms  not  otherwise   specified  in  the
Prospectus, the names of the Underwriters,  the price at which the Shares are to
be purchased by the Underwriters,  severally and not jointly,  from the Company,
and such other  information as the Underwriters and the Company deem appropriate
in  connection  with the offering of the Shares;  and the Company will  promptly
transmit  copies of the  Prospectus  Supplement  to the  Commission  for  filing
pursuant  to Rule  424(b) of the 1933 Act  Regulations  and will  furnish to the
Underwriters as many copies  (including by electronic  means, if so requested in
lieu of paper copies) of the Prospectus  (including such Prospectus  Supplement)
as you shall reasonably request.

         (b) Until the  termination of the initial  offering of the Shares,  the
Company  will  notify the  Underwriters  immediately,  and confirm the notice in
writing,  (i)  of  the  effectiveness  of  any  amendment  to  the  Registration
Statement,  (ii)  of  the  transmittal  to  the  Commission  for  filing  of any
supplement or amendment to the  Prospectus or any document to be filed  pursuant
to the 1934 Act, (iii) of the receipt of any comments from the  Commission  with
respect to the Shares,  (iv) of any request by the  Commission for any amendment
to the  Registration  Statement or any amendment or supplement to the Prospectus
with respect to the Shares or for additional  information  relating thereto, and
(v)  of the  issuance  by  the  Commission  of any  stop  order  suspending  the
effectiveness of the Registration Statement or the initiation of any proceedings
for that purpose.  The Company will make every reasonable  effort to prevent the
issuance of any such stop order and, if any stop order is issued,  to obtain the
lifting thereof at the earliest possible moment.

         (c) Until the  termination of the initial  offering of the Shares,  the
Company will give the  Underwriters  notice of its  intention to file or prepare
any post-effective  amendment to the Registration  Statement or any amendment or
supplement to the Prospectus (including any


                                       11
<PAGE>

revised  prospectus  which the Company  proposes for use by the  Underwriters in
connection  with the offering of the Shares which differs from the prospectus on
file at the  Commission  at the time  that the  Registration  Statement  becomes
effective,  whether  or not such  revised  prospectus  is  required  to be filed
pursuant  to  Rule  424(b)  of the  1933  Act  Regulations),  will  furnish  the
Underwriters with copies of any such amendment or supplement a reasonable amount
of time prior to such  proposed  filing or use, as the case may be, and will not
file any such  amendment  or  supplement  or use any  such  prospectus  to which
counsel for the Underwriters shall reasonably object.

         (d) The Company will deliver to the  Underwriters  a conformed  copy of
the  Registration  Statement as originally  filed and of each amendment  thereto
filed prior to the termination of the initial offering of the Shares  (including
exhibits filed therewith or incorporated by reference  therein and the documents
incorporated by reference into the Prospectus pursuant to Item 12 of Form S-3).

         (e) The Company  will  furnish to the  Underwriters,  from time to time
during the period when the Prospectus is required to be delivered under the 1933
Act or the 1934 Act, such number of copies (including by electronic means, if so
requested  in  lieu  of  paper  copies)  of  the   Prospectus   (as  amended  or
supplemented)  as the  Underwriters  may  reasonably  request  for the  purposes
contemplated by the 1933 Act, the 1933 Act Regulations, the 1934 Act or 1934 Act
Regulations.

         (f) Until the termination of the initial offering of the Shares, if any
event  shall  occur as a result  of which it is  necessary,  in the  opinion  of
counsel to the  Underwriters,  to amend or supplement the Prospectus in order to
make the Prospectus not misleading in the light of the circumstances existing at
the time it is  delivered,  the Company  will either (i)  forthwith  prepare and
furnish to the  Underwriters  an amendment of or supplement to the Prospectus or
(ii) make an  appropriate  filing  pursuant  to Section 13, 14 or 15 of the 1934
Act,  in  form  and  substance   reasonably   satisfactory  to  counsel  to  the
Underwriters,  which will amend or supplement the Prospectus so that it will not
include an untrue  statement of a material fact or omit to state a material fact
necessary  in  order  to  make  the  statements  therein,  in the  light  of the
circumstances existing at the time it is delivered, not misleading.

         (g) The Company will endeavor in good faith,  in  cooperation  with the
Underwriters,  to qualify the Shares for offering and sale under the  applicable
securities  laws and real  estate  syndication  laws of such  states  and  other
jurisdictions of the United States as the  Underwriters may designate;  provided
that, in connection therewith, the Company shall not be required to qualify as a
foreign  corporation  or trust or to file any  general  consent  to  service  of
process.  In each  jurisdiction  in which the Shares have been so qualified  the
Company will file such  statements and reports as may be required by the laws of
such  jurisdiction  to  continue  such  qualification  in effect  for so long as
required for the distribution of the Shares.

         (h) The Company will make generally  available to its security  holders
as soon as reasonably practicable, but not later than 90 days after the close of
the  period  covered  thereby,  an earning  statement  of the  Company  (in form
complying with the provisions of Rule 158 of the 1933 Act Regulations)  covering
a period of at least twelve months beginning not later than the first day of the
Company's  fiscal quarter next following the effective date of the  Registration


                                       12
<PAGE>

Statement.  "Earning statement," "make generally available" and "effective date"
will have the meanings contained in Rule 158 of the 1933 Act Regulations.

         (i) The Company will use the net proceeds  received by it from the sale
of the Shares in the manner  specified in the Prospectus  under the caption "Use
of Proceeds" in all material respects.

         (j) The  Company  currently  intends to  continue to qualify as a "real
estate investment trust" under the Code, and use its best efforts to continue to
meet the requirements to qualify as a "real estate  investment  trust" under the
Code.

         (k) The Company will timely file any  document  which it is required to
file  pursuant to the 1934 Act prior to the  termination  of the offering of the
Shares.

         (l) The Company  will use its best efforts to effect the listing of the
Shares on the NYSE.

         SECTION 4. Payment of Expenses.

         (a)  Expenses.  The  Company  will  pay all  expenses  incident  to the
performance of its obligations under this Underwriting Agreement,  including (i)
the preparation,  printing and filing of the Registration  Statement  (including
financial  statements  and exhibits) as originally  filed and of each  amendment
thereto,  (ii) the  preparation,  issuance  and  delivery  of the Shares and any
certificates  for the Shares to the  Underwriters,  including any transfer taxes
and any stamp or other duties payable upon the sale, issuance or delivery of the
Shares to the  Underwriters,  (iii) the fees and  disbursements of the Company's
counsel,  accountants and other advisors or agents,  as well as their respective
counsel,  (iv) the  qualification  of the Shares under state  securities laws in
accordance with the provisions of Section 3(g) hereof, including filing fees and
the reasonable fees and disbursements of counsel in connection  therewith and in
connection with the  preparation,  printing and delivery of any Blue Sky Survey,
and any amendment thereto,  (v) the printing and delivery to the Underwriters of
copies of the Prospectus and any  amendments or  supplements  thereto,  (vi) the
fees and expenses  incurred in connection  with the listing of the Shares on the
NYSE,   (vii)  the  filing  fees  incident  to,  and  the  reasonable  fees  and
disbursements of counsel to the Underwriters in connection with, the review,  if
any, by the National Association of Securities Dealers, Inc. (the "NASD") of the
terms of the sale of the Shares and  (viii) the cost of  providing  any CUSIP or
other identification numbers for the Shares.

         (b)  Termination  of  Agreement.  If  this  Underwriting  Agreement  is
terminated by the Underwriters in accordance with the provisions of Section 5 or
Section 9(a)(i) hereof,  the Company shall reimburse the Underwriters for all of
their out-of-pocket expenses, including the reasonable fees and disbursements of
their counsel.


                                       13
<PAGE>

         SECTION 5. Conditions of Underwriters' Obligations.  The obligations of
the Underwriters,  acting severally and not jointly, to purchase and pay for the
Shares  pursuant  to  the  terms  hereof  are  subject  to the  accuracy  of the
representations  and warranties of the Company  contained in Section 1 hereof or
in  certificates  of any  officer  of  the  Company  or any of its  subsidiaries
delivered  pursuant to the provisions  hereof, to the performance by the Company
of its covenants and other obligations  hereunder,  and to the following further
conditions:

         (a)   Effectiveness   of  Registration   Statement.   The  Registration
Statement,   including  any  Rule  462(b)  Registration  Statement,  has  become
effective under the 1933 Act and no stop order  suspending the  effectiveness of
the  Registration  Statement  shall have been  issued  under the 1933 Act and no
proceedings  for that  purpose  shall  have been  instituted  or be  pending  or
threatened by the Commission,  and any request on the part of the Commission for
additional   information  shall  have  been  complied  with  to  the  reasonable
satisfaction of counsel to the Underwriters. A prospectus containing information
relating to the  description of the Shares,  the specific method of distribution
and similar matters shall have been filed with the Commission in accordance with
Rule 424(b).  At Closing Time the rating  assigned by any nationally  recognized
statistical  rating  organization to any preferred shares of the Company,  as of
the date hereof shall not have been  lowered  since such date nor shall any such
rating  organization  have publicly  announced  that is has placed any preferred
shares of the Company on what is  commonly  termed a "watch  list" for  possible
downgrading.

         (b) Opinion of Counsel for Company.  At Closing Time, the  Underwriters
shall have received the favorable opinion, dated as of Closing Time, of Sullivan
& Worcester LLP, counsel for the Company, in form and substance  satisfactory to
counsel to the  Underwriters,  to the  effect set forth in Exhibit A hereto.  In
rendering  their opinion,  such counsel may rely on an opinion dated the Closing
Time of Ballard  Spahr Andrews & Ingersoll,  LLP, as to matters  governed by the
laws of the State of Maryland.  In addition,  in rendering  their opinion,  such
counsel  may state that their  opinion  as to laws of the State of  Delaware  is
limited to the Delaware  General  Corporation  Law.  Such counsel may also state
that, insofar as such opinion involves factual matters, they have relied, to the
extent they deem proper,  upon  certificates  of officers of the Company and its
subsidiaries and certificates of public officials.

         (c) Opinion of Special Maryland  Counsel for Company.  At Closing Time,
the Underwriters shall have received the favorable opinion,  dated as of Closing
Time, of Ballard Spahr Andrews & Ingersoll,  LLP,  special  Maryland counsel for
the Company, in form and substance  satisfactory to counsel to the Underwriters,
to the effect set forth in Exhibit B hereto.

         (d)  Opinion  of  Counsel  for  Underwriters.   At  Closing  Time,  the
Underwriters  shall have  received the  favorable  opinion,  dated as of Closing
Time,  of Sidley  Austin Brown & Wood LLP,  counsel for the  Underwriters,  with
respect to the matters set forth in paragraphs  (7), (8), (9), (17), and (18) of
Exhibit A and a statement  to the  following  effect:  no fact has come to their
attention  that has  caused  them to  believe  that the  Registration  Statement
(including  any  Rule  462(b)  Registration  Statement)  or  any  post-effective
amendment thereto (except for financial  statements and supporting schedules and
other  financial data included  therein or omitted  therefrom,  as to which they
make no statement),  at the time the Registration  Statement (including any Rule
462(b)   Registration   Statement)  or  any  post-effective   amendment  thereto
(including  the  filing  of the  Company's  Annual  Report on Form 10-K with the
Commission)  became effective,  contained


                                       14
<PAGE>

an untrue  statement  of a material  fact or  omitted  to state a material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading or that the Prospectus or any amendment or supplement thereto (except
for financial  statements  and  supporting  schedules and other  financial  data
included therein or omitted therefrom,  as to which they make no statement),  at
the time the Prospectus was issued, at the time any such amended or supplemented
prospectus  was issued or at the  Closing  Time,  included or includes an untrue
statement  of a  material  fact or  omitted  or omits to state a  material  fact
necessary  in  order  to  make  the  statements  therein,  in the  light  of the
circumstances under which they were made, not misleading.

              In giving such  opinion,  such counsel may rely, as to all matters
governed  by the laws of  jurisdictions  other than the laws of the State of New
York, the federal laws of the United States and the General  Corporation  Law of
the  State of  Delaware,  upon  the  opinions  of  counsel  satisfactory  to the
Underwriters  and may rely on an opinion dated the Closing Time of Ballard Spahr
Andrews and  Ingersoll,  LLP as to matters  governed by the laws of the State of
Maryland and on an opinion of Sullivan & Worcester LLP as to matters governed by
the laws of The Commonwealth of Massachusetts. Such counsel may also state that,
insofar as such  opinions  involve  factual  matters,  they have relied,  to the
extent they deem proper,  upon  certificates  of officers of the Company and its
subsidiaries and certificates of public officials.

         (e) Officers' Certificate.  At Closing Time, there shall not have been,
since the date hereof or since the respective  dates as of which  information is
given in the Prospectus, any Material Adverse Effect, and the Underwriters shall
have received a certificate  of the President or a Vice President of the Company
and of the chief financial  officer or chief accounting  officer of the Company,
dated as of  Closing  Time,  to the effect  that (i) there has been no  Material
Adverse Effect, (ii) the representations and warranties in Section 1(a) are true
and correct with the same force and effect as though expressly made at and as of
the Closing  Time,  (iii) the  Company  has  complied  with all  agreements  and
satisfied all conditions on its part to be performed or satisfied at or prior to
the Closing Time,  and (iv) no stop order  suspending the  effectiveness  of the
Registration  Statement has been issued and no proceedings for that purpose have
been instituted,  are pending or, to the best of such officers'  knowledge,  are
threatened by the Commission.

         (f) Certificate of the Company Regarding Financial  Statements.  At the
Closing Time the  Underwriters  shall have received a certificate of the Company
substantially in the form of Exhibit C hereto.

         (g) Advisor's Certificate.  At Closing Time, there shall not have been,
since the respective  dates as of which  information is given in the Prospectus,
any material adverse change in the business,  operations,  earnings,  prospects,
properties or condition (financial or otherwise) of the Advisor,  whether or not
arising in the ordinary  course of  business;  and the  Underwriters  shall have
received, at Closing Time, a certificate of the President or a Vice President of
the Advisor evidencing compliance with this subsection (g).

         (h) Accountants'  Comfort Letter.  At the time of the execution of this
Underwriting Agreement,  the Underwriters shall have received from Ernst & Young
LLP a  letter  dated  such  date,  in form  and  substance  satisfactory  to the
Underwriters,  containing  statements  and  information  of the type  ordinarily
included in accountants'  "comfort  letters" to underwriters with


                                       15
<PAGE>

respect to the financial statements and certain financial  information contained
in the Registration Statement and the Prospectus.

         (i) Bring-down  Comfort Letter. At Closing Time, the Underwriters shall
have received from Ernst & Young LLP a letter,  dated as of Closing Time, to the
effect that they reaffirm the statements made in the letter  furnished  pursuant
to subsection  (h) of this Section 5, except that the specified date referred to
shall be a date not more than three business days prior to the Closing Time.

         (j) No Objection.  If the Registration Statement or the offering of the
Shares has been filed with the NASD for  review,  the NASD shall not have raised
any  objection  with  respect  to  the  fairness  and   reasonableness   of  the
underwriting terms and arrangements.

         (k) Additional Documents.  At Closing Time, counsel to the Underwriters
shall  have  been  furnished  with  such  documents  and  opinions  as they  may
reasonably  require for the purpose of enabling  them to pass upon the  issuance
and sale of the  Shares  as herein  contemplated,  or in order to  evidence  the
accuracy of any of the representations or warranties,  or the fulfillment of any
of the conditions, herein contained; and all proceedings taken by the Company in
connection with the issuance and sale of the Shares as herein contemplated shall
be reasonably  satisfactory in form and substance to the  Underwriters and their
counsel.

         (l) Date of  Delivery  Documentation.  In the  event  the  Underwriters
exercise the option described in Section 2 hereof to purchase all or any portion
of the Option Shares, the representations and warranties of the Company included
herein and the statements in any certificates furnished by the Company hereunder
shall be true and correct as of the Date of Delivery  (except  those which speak
as of a certain date, in which case as of such date), and the Underwriters shall
have received:

                  (i) A certificate  of the President or a Vice President and of
         the chief financial officer or chief accounting officer of the Company,
         dated  such  Date  of  Delivery,   confirming  that  their  certificate
         delivered at Closing Time pursuant to Section 5(e) hereof  remains true
         as of such Date of Delivery,  except with respect to transactions as to
         which the Underwriters shall have given their prior written consent.

                  (ii)  A  certificate  of  the  Company,  dated  such  Date  of
         Delivery,  confirming that their certificate  delivered at Closing Time
         pursuant  to  Section  5(f)  hereof  remains  true as of  such  Date of
         Delivery.

                  (iii)  Certificate  of the President or Vice  President of the
         Advisor  confirming  that his  certificate  delivered  at Closing  Time
         pursuant  to  Section  5(g)  hereof  remains  true as of  such  Date of
         Delivery.

                  (iv) The  favorable  opinion  of  Sullivan  &  Worcester  LLP,
         counsel for the Company, in form and substance  satisfactory to counsel
         to the  Underwriters,  dated  such Date of  Delivery,  relating  to the
         Option Shares and otherwise to the same effect as the opinion  required
         by Section 5(b) hereof.


                                       16
<PAGE>

                  (v) The  favorable  opinion of Sidley Austin Brown & Wood LLP,
         counsel for the Underwriters,  dated such Date of Delivery, relating to
         the  Option  Shares and  otherwise  to the same  effect as the  opinion
         required by Section 5(d) hereof.

                  (vi) A letter  from  Ernst & Young  LLP,  dated  such  Date of
         Delivery,  substantially  the same in scope and substance as the letter
         furnished to the Underwriters pursuant to Section 5(i) hereof.

         (m) Termination of this Agreement.  If any condition  specified in this
Section 5 shall not have been  fulfilled  when and as required to be  fulfilled,
this  Underwriting  Agreement may be terminated by the Underwriters by notice to
the Company at any time at or prior to the Closing  Time,  and such  termination
shall be without liability of any party to any other party except as provided in
Section  4 and  except  that  Sections  1, 6, 7 and 8  shall  survive  any  such
termination and remain in full force and effect.

         SECTION 6. Indemnification.

         (a)  Indemnification  of Underwriters.  The Company agrees to indemnify
and hold harmless each  Underwriter  and each person,  if any, who controls each
Underwriter  within  the  meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act as follows:

                  (i) against  any and all loss,  liability,  claim,  damage and
         expense whatsoever, as incurred, arising out of any untrue statement or
         alleged   untrue   statement  of  a  material  fact  contained  in  the
         Registration  Statement (or any amendment thereto),  or the omission or
         alleged  omission  therefrom of a material  fact  required to be stated
         therein or necessary to make the  statements  therein not misleading or
         arising out of any untrue  statement or alleged  untrue  statement of a
         material fact included in any preliminary  prospectus or the Prospectus
         (or any  amendment or supplement  thereto),  or the omission or alleged
         omission  therefrom of a material  fact  necessary in order to make the
         statements  therein, in the light of the circumstances under which they
         were made, not misleading;

                  (ii) against any and all loss,  liability,  claim,  damage and
         expense whatsoever,  as incurred, to the extent of the aggregate amount
         paid  in  settlement  of  any  litigation,   or  any  investigation  or
         proceeding by any governmental agency or body, commenced or threatened,
         or any  claim  whatsoever  based  upon any  such  untrue  statement  or
         omission,  or any such alleged untrue  statement or omission;  provided
         that  (subject to Section 6(d) below) any such  settlement  is effected
         with the written consent of the Company; and

                  (iii)  against  any and all  expense  whatsoever,  as incurred
         (including  the  fees  and  disbursements  of  counsel  chosen  by  the
         Underwriters),  reasonably  incurred  in  investigating,  preparing  or
         defending against any litigation, or any investigation or proceeding by
         any governmental agency or body, commenced or threatened,  or any claim
         whatsoever  based upon any such untrue  statement or  omission,  or any
         such alleged untrue statement or omission,  to the extent that any such
         expense is not paid under (i) or (ii) above;

provided,  however,  that this indemnity  agreement shall not apply to any loss,
liability,  claim,  damage or expense to the  extent  arising  out of any untrue
statement or omission or alleged  untrue


                                       17
<PAGE>

statement  or omission  made in reliance  upon and in  conformity  with  written
information   furnished  to  the  Company  by  the   Underwriters   through  the
Representatives  expressly  for  use  in  the  Registration  Statement  (or  any
amendment  thereto),  or any  preliminary  prospectus or the  Prospectus (or any
amendment or  supplement  thereto);  and provided,  further,  that the foregoing
indemnity  agreement with respect to any preliminary  prospectus shall not inure
to the benefit of any Underwriter,  or the benefit of any person controlling any
Underwriter, if a copy of the Prospectus (as then amended or supplemented if the
Company shall have furnished any amendments or supplements thereto and excluding
documents  incorporated or deemed to be  incorporated by reference  therein) was
not sent or given by or on behalf of such  Underwriter to such person  asserting
any such  losses,  claims,  damages or  liabilities  at or prior to the  written
confirmation of the sale of such Shares to such person, if required by law so to
have been delivered, and if the Prospectus (as so amended or supplemented) would
have cured the defect giving rise to such loss, claim, damage or expense.

         (b) Indemnification of Company, Trustees and Officers. Each Underwriter
agrees to indemnify  and hold harmless the Company,  its  trustees,  each of its
officers who signed the  Registration  Statement,  and each person,  if any, who
controls the Company within the meaning of Section 15 of the 1933 Act or Section
20 of the 1934 Act  against  any and all  loss,  liability,  claim,  damage  and
expense described in the indemnity  contained in subsection (a) of this Section,
as incurred, but only with respect to untrue statements or omissions, or alleged
untrue  statements  or  omissions,  made in the  Registration  Statement (or any
amendment  thereto),  or any  preliminary  prospectus or the  Prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity with written
information   furnished  to  the  Company  by  the   Underwriters   through  the
Representatives  expressly  for  use  in  the  Registration  Statement  (or  any
amendment  thereto) or such  preliminary  prospectus or the  Prospectus  (or any
amendment or supplement thereto).

         (c) Actions against Parties; Notification. Each indemnified party shall
give notice as promptly as reasonably  practicable to each indemnifying party of
any action  commenced  against it in  respect of which  indemnity  may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying  party  from  any  liability  hereunder  to  the  extent  it is not
materially  prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement.  The indemnifying  party shall assume the defense thereof,  including
the employment of counsel  reasonably  satisfactory to such indemnified  parties
and payment of all fees and  expenses.  The  indemnified  parties shall have the
right to employ  separate  counsel  in any such  action and  participate  in the
defense  thereof,  but the fees and  expenses  of such  counsel  shall be at the
expense of the  indemnified  parties  unless (i) the  employment of such counsel
shall have been  specifically  authorized in writing by the indemnifying  party,
(ii) the  indemnifying  party shall have failed to assume the defense and employ
counsel or (iii) the named parties to any such action  (including  any impleaded
parties) include both the indemnified parties and the indemnifying party and the
indemnified  parties  shall have been  advised by such counsel that there may be
one or more  legal  defenses  available  to them  which  are  different  from or
additional  to those  available  to the  indemnifying  party (in which  case the
indemnifying party shall not have the right to assume the defense of such action
on behalf of the indemnified  parties,  it being understood,  however,  that the
indemnifying party shall not, in connection with any one such action or separate
but substantially  similar or related actions in the same  jurisdiction  arising
out


                                       18
<PAGE>

of the same general  allegations  or  circumstances,  be liable for the fees and
expenses of more than one separate  firm of attorneys  (in addition to any local
counsel) for the indemnified parties, which firm shall be designed in writing by
indemnified  parties and that all such fees and expenses  shall be reimbursed as
they are  incurred).  No  indemnifying  party shall,  without the prior  written
consent of the indemnified parties, settle or compromise or consent to the entry
of any  judgment  with  respect  to any  litigation,  or  any  investigation  or
proceeding by any governmental agency or body,  commenced or threatened,  or any
claim whatsoever in respect of which  indemnification  or contribution  could be
sought under this Section 6 or Section 7 hereof  (whether or not the indemnified
parties  are actual or  potential  parties  thereto),  unless  such  settlement,
compromise or consent (i) includes an unconditional  release of each indemnified
party  from  all  liability  arising  out  of  such  litigation,  investigation,
proceeding  or claim and (ii) does not include a statement as to or an admission
of fault,  culpability  or a failure  to act by or on behalf of any  indemnified
party.

         (d) Settlement without Consent if Failure to Reimburse.  If at any time
an indemnified party shall have requested an indemnifying party to reimburse the
indemnified  party for fees and  expenses of counsel,  such  indemnifying  party
agrees that it shall be liable for any settlement of the nature  contemplated by
Section 6(a)(ii)  effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by such  indemnifying  party of the
aforesaid  request,  (ii) such indemnifying  party shall have received notice of
the terms of such  settlement  at least 30 days prior to such  settlement  being
entered into and (iii) such  indemnifying  party shall not have  reimbursed such
indemnified  party in  accordance  with such  request  prior to the date of such
settlement.

         SECTION 7. Contribution. If the indemnification provided for in Section
6 hereof is for any reason  unavailable to or  insufficient  to hold harmless an
indemnified  party in respect of any  losses,  liabilities,  claims,  damages or
expenses referred to therein,  then each indemnifying  party shall contribute to
the aggregate amount of such losses,  liabilities,  claims, damages and expenses
incurred by such  indemnified  party, as incurred,  (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company, on the one
hand, and the  Underwriters,  on the other hand, from the offering of the Shares
pursuant  hereto  or  (ii)  if the  allocation  provided  by  clause  (i) is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Company, on the one hand, and the Underwriters,  on the other hand,
in connection  with the  statements or omissions  which resulted in such losses,
liabilities,  claims,  damages  or  expenses,  as  well  as any  other  relevant
equitable considerations.

         The relative benefits received by the Company, on the one hand, and the
Underwriters,  on the other hand, in connection  with the offering of the Shares
pursuant hereto shall be deemed to be in the same respective  proportions as the
total net proceeds from the offering of such Shares (before deducting  expenses)
received  by the  Company and the total  underwriting  discount  received by the
Underwriters,  in each case as set forth on the cover of the Prospectus, bear to
the aggregate  initial public offering price of such Shares as set forth on such
cover.

         The  relative  fault  of  the  Company,   on  the  one  hand,  and  the
Underwriters,  on the other hand,  shall be  determined  by reference  to, among
other things,  whether any such untrue or alleged untrue statement of a material
fact or  omission  or  alleged  omission  to state a  material  fact


                                       19
<PAGE>

relates to information  supplied by the Company or by the  Underwriters  and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent such statement or omission.

         The  Company and the  Underwriters  agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation or by any other method of  allocation  which does not take account of
the equitable  considerations referred to above in this Section 7. The aggregate
amount of losses,  liabilities,  claims,  damages  and  expenses  incurred by an
indemnified  party and  referred  to above in this  Section 7 shall be deemed to
include any legal or other  expenses  reasonably  incurred  by such  indemnified
party in investigating,  preparing or defending  against any litigation,  or any
investigation  or proceeding by any  governmental  agency or body,  commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

         Notwithstanding  the  provisions  of this  Section 7, the  Underwriters
shall not be required to contribute  any amount in excess of the amount by which
the  total  price at which  the  Shares  underwritten  by the  Underwriters  and
distributed  to the public were offered to the public  exceeds the amount of any
damages which the Underwriters  have otherwise been required to pay by reason of
any such untrue or alleged untrue statement or omission or alleged omission.

         No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

         For purposes of this Section 7, each person,  if any, who controls each
Underwriter  within  the  meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such Underwriter, and
each  trustee  of the  Company,  each  officer  of the  Company  who  signed the
Registration Statement, and each person, if any, who controls the Company within
the  meaning  of  Section 15 of the 1933 Act or Section 20 of the 1934 Act shall
have the same rights to contribution as the Company.

         SECTION  8.  Representations,  Warranties  and  Agreements  to  Survive
Delivery.  All  representations,  warranties  and  agreements  contained in this
Underwriting  Agreement or in  certificates of officers of the Company or any of
its subsidiaries submitted pursuant hereto or thereto shall remain operative and
in full force and effect,  regardless of any investigation  made by or on behalf
of the Underwriters or controlling  persons,  or by or on behalf of the Company,
and shall survive delivery of and payment for the Shares.

         SECTION 9. Termination.

         (a) The Representatives may terminate this Underwriting  Agreement,  by
notice to the Company,  at any time at or prior to Closing Time (i) if there has
been,  since  the  respective  dates  as of  which  information  is given in the
Registration  Statement,  any Material  Adverse Effect to, or a material adverse
change in the business, operations, earnings, prospects, properties or condition
of, the  Advisor,  whether or not arising in the  ordinary  course of  business,
which  would  make  it,  in  the  Representatives'  judgment,  impracticable  or
inadvisable  to market  the  Shares  or  enforce  contracts  for the sale of the
Shares,  (ii) if there has occurred any material adverse change


                                       20
<PAGE>

in the  financial  markets in the  United  States or  declaration  by the United
States  of a  national  emergency  or war  or any  outbreak  of  hostilities  or
escalation of existing  hostilities or other calamity or crisis or any change or
development   involving  a  prospective  change  in  national  or  international
political, financial or economic conditions, in each case the effect of which is
such as to make it in the Representatives' judgment,  impractical or inadvisable
to market the Shares or enforce  contracts for the sale of the Shares,  or (iii)
if trading in the Company's  Common Shares has been suspended by the Commission,
or if trading  generally  on either the New York Stock  Exchange or the American
Stock Exchange has been suspended, or minimum or maximum prices for trading have
been fixed, or maximum ranges for prices for securities  have been required,  by
either of said exchanges or by order of the Commission or any other governmental
authority,  or a material  disruption  has  occurred  in  commercial  banking or
securities  settlement  or clearance  services in the United  States,  (iv) if a
banking moratorium has been declared by Federal or New York authorities,  or (v)
if the ratings  assigned to preferred shares or unsecured debt securities of the
Company by any "nationally  recognized  statistical rating organization" as that
term is defined by the Commission for purposes of Rule 436(g)(2)  under the 1933
Act, as of the date  hereof  shall have been  lowered  since such date or if any
such rating  organization  shall have publicly  announced that it has placed any
preferred  shares of the Company on what is commonly  termed a "watch  list" for
possible downgrading.

         (b) If this  Underwriting  Agreement  is  terminated  pursuant  to this
Section 9, such termination shall be without liability of any party to any other
party except as provided in Section 4, and provided  further that Sections 6 and
7 hereof shall survive such termination.

         SECTION 10. Default by One or More of the Underwriters.  If one or more
of the  Underwriters  shall fail at the  Closing  Time to  purchase  the Initial
Shares which it or they are  obligated  to purchase  hereunder  (the  "Defaulted
Securities"),  then Salomon shall have the right, within 24 hours thereafter, to
make  arrangements for one or more of the  non-defaulting  Underwriters,  or any
other  underwriters,  to purchase  all, but not less than all, of the  Defaulted
Securities  in such  amounts as may be agreed upon and upon the terms herein set
forth; if, however,  Salomon shall not have completed such  arrangements  within
such 24-hour period, then:

                  (a) if the number of Defaulted  Securities does not exceed 10%
         of the Initial Shares to be purchased on such date pursuant hereto, the
         non-defaulting  Underwriters  shall  be  obligated,  severally  and not
         jointly,  to purchase the full amount thereof in the  proportions  that
         their  respective  underwriting   obligations  hereunder  bear  to  the
         underwriting obligations of all non-defaulting Underwriters, or

                  (b) if the number of Defaulted  Securities  exceeds 10% of the
         Initial  Shares to be  purchased  on such date  pursuant  hereto,  this
         Underwriting Agreement shall terminate without liability on the part of
         any non-defaulting Underwriter or the Company.

         No  action  taken  pursuant  to  this  Section  10  shall  relieve  any
defaulting Underwriter from liability in respect of its default.

         In the event of any such default which does not result in a termination
of this  Underwriting  Agreement,  either  Salomon or the Company shall have the
right to postpone  the


                                       21
<PAGE>

Closing  Time for a period  not  exceeding  seven  days in order to  effect  any
required changes in the Registration Statement or the Prospectus or in any other
documents or arrangements.

         SECTION 11.  Notices.  All notices and other  communications  hereunder
shall be in  writing  and shall be  deemed to have been duly  given if mailed or
transmitted  by  any  standard  form  of   telecommunication.   Notices  to  the
Underwriters  shall be directed to Salomon  Smith  Barney  Inc.,  388  Greenwich
Street, 32nd Floor, New York, New York 10013, attention of David Hirschberg; and
notices to the Company shall be directed to it at 400 Centre Street,  Newton, MA
02458, attention of John G. Murray.

         SECTION 12.  Parties.  This  Underwriting  Agreement shall inure to the
benefit of and be binding  upon the  Company  and the  Underwriters  and its and
their respective successors. Nothing expressed or mentioned in this Underwriting
Agreement  is  intended  or  shall be  construed  to give  any  person,  firm or
corporation,  other than the  Underwriters  and the Company  and its  respective
successors and the controlling  persons and officers and trustees referred to in
Sections  6 and 7 and  their  heirs  and  legal  representatives,  any  legal or
equitable  right,  remedy  or claim  under or in  respect  of this  Underwriting
Agreement or any provision herein contained. This Underwriting Agreement and all
conditions and  provisions  hereof are intended to be for the sole and exclusive
benefit  of the  parties  hereto  and  their  respective  successors,  and  said
controlling  persons  and  officers  and  trustees  and  their  heirs  and legal
representatives, and for the benefit of no other person, firm or corporation. No
purchaser of the Shares from the Underwriters  shall be deemed to be a successor
by reason merely of such purchase.

         SECTION 13. GOVERNING LAW AND TIME. THIS  UNDERWRITING  AGREEMENT SHALL
BE GOVERNED BY AND  CONSTRUED  IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW
YORK. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

         SECTION 14. Effect of Headings. The Article and Section headings herein
are for convenience only and shall not affect the construction hereof.


                                       22
<PAGE>

         If the  foregoing  is in  accordance  with  your  understanding  of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this Underwriting Agreement, along with all counterparts,  will become a binding
agreement between the Underwriters and the Company in accordance with its terms.

                                             Very truly yours,

                                             HOSPITALITY PROPERTIES TRUST


                                             By: /s/ Thomas M. O'Brien
                                                 Name:  Thomas M. O'Brien
                                                 Title: Executive Vice President

CONFIRMED AND ACCEPTED, as of the date first above written:

Salomon Smith Barney Inc.
UBS Warburg LLC

By:    Salomon Smith Barney Inc.



By:    /s/ David Hirschberg
       Name:  David Hirschberg
       Title: Director

       For themselves and as Representatives of the several  Underwriters  named
       in Schedule A hereto.







                                       23
<PAGE>

                                                                      Schedule A



                                                                   Number of
           Name of Underwriter                                Initial Securities

Salomon Smith Barney Inc. .....................................          457,500
UBS Warburg LLC ...............................................          457,500
A.G. Edwards & Sons, Inc.......................................          445,000
Legg Mason Wood Walker, Incorporated...........................          445,000
RBC Dain Rauscher Inc..........................................          445,000
Wachovia Securities, Inc. .....................................          445,000
BMO Nesbitt Burns Corp. .......................................           30,000
Credit Lyonnais Securities (USA) Inc...........................           30,000
ING Bank N.V. .................................................           30,000
Prudential Securities Incorporated ............................           30,000
SG Cowen Securities Corporation................................           30,000
Wells Fargo Investment Services, LLC...........................           30,000
CIBC World Markets Corp........................................           25,000
Credit Suisse First Boston Corporation.........................           25,000
D.A. Davidson & Co.............................................           25,000
Fahnestock & Co. Inc...........................................           25,000
U.S. Bancorp Piper Jaffray Inc.................................           25,000
                                                                    ------------

     Total.....................................................        3,000,000
                                                                       =========





<PAGE>
                                                                       Exhibit A


                      FORM OF OPINION OF COMPANY'S COUNSEL
                           TO BE DELIVERED PURSUANT TO
                                  SECTION 5(b)


         (1) The  Company is a real  estate  investment  trust  duly  formed and
validly existing under and by virtue of the laws of the State of Maryland and is
in good  standing  with the State  Department  of  Assessments  and  Taxation of
Maryland.

         (2) The Company has trust power to own and lease its  properties and to
conduct its business in all material respects as described in the Prospectus and
to enter into and perform its obligations under the Underwriting Agreement.

         (3) The Company is duly  qualified to transact  business and is in good
standing  in each  jurisdiction  other than the State of  Maryland  in which the
ownership or leasing of its properties requires such qualification, except where
the failure to so qualify or be in good standing  would not result in a Material
Adverse Effect.

         (4) Each Subsidiary (a) is a real estate  investment  trust duly formed
and  validly  existing  under and by virtue of the laws of the State of Maryland
and is in good standing with the State Department of Assessments and Taxation of
Maryland, (b) has the trust power to own and lease its properties and to conduct
its business,  in all material respects as described in the Prospectus,  and (c)
is  duly  qualified  to  transact  business  and is in  good  standing  in  each
jurisdiction  other than the State of Maryland in which the ownership or leasing
of its properties  requires such  qualification,  except where the failure to so
qualify or be in good standing would not result in a Material Adverse Effect.

         (5) Except as otherwise  stated in the  Registration  Statement and the
Prospectus,  all of the issued and outstanding capital shares of each Subsidiary
have  been  duly  and  validly   authorized  and  issued,  are  fully  paid  and
non-assessable,  and, to such  counsel's  knowledge,  are owned by the  Company,
directly or through  subsidiaries,  free and clear of any adverse claim. None of
such capital  shares of any Subsidiary was issued in violation of preemptive or,
to such counsel's knowledge,  other similar rights of any holder (other than the
Company) of capital shares of such Subsidiary.

         (6)  Except  as  otherwise  set  forth  in the  opinions  expressed  in
paragraph 4 of the opinion of Ballard Spahr Andrews & Ingersoll,  LLP, set forth
as  Exhibit  1 to  such  counsel's  opinion,  all  the  authorized,  issued  and
outstanding  capital shares of the Company have been duly authorized and validly
issued by the Company and are fully paid and non-assessable (except as otherwise
described in the  Registration  Statement),  and none of such capital shares was
issued in violation of preemptive or, to such counsel's knowledge, other similar
rights of any holder of capital shares of the Company.


                                       A-1
<PAGE>

         (7) The Underwriting  Agreement has been duly authorized,  executed and
delivered by the Company.

         (8) The Shares have been duly authorized and, when issued and delivered
to the Underwriters against payment therefor in accordance with the terms of the
Underwriting  Agreement,  will be validly issued,  fully paid and non-assessable
(except as otherwise described in the Registration Statement),  and will be free
of any  preemptive or, to such  counsel's  knowledge,  other similar rights that
entitle  any  person  (other  than the  Underwriters  and their  successors  and
assigns) to acquire any Shares upon the issuance thereof by the Company.

         (9) The  Preferred  Shares  conform as to legal matters in all material
respects to the descriptions thereof in the Prospectus.

         (10) (a) The  statements  under  the  captions  (i) "The  Company"  and
"Description of the Series B Preferred Shares" in the Prospectus  Supplement and
(ii) "Description of Preferred Shares" in the Prospectus, in each case as of the
date of the Prospectus,  and (b) the statements  under the captions (i) "Items 1
and 2. Business and  Properties -- The Company  --Principal  Lease or Management
Features,"  and "Item 5. Market for The  Registrant's  Common Equity and Related
Shareholder  Matters,"  and "Item 7.  Management's  Discussion  and  Analysis of
Financial  Condition  and  Results  of  Operations  --  Overview"  and  "Item 7.
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  -- Liquidity  and Capital  Resources"  in the Annual  Report on Form
10-K,  and (ii) "Other  Information -- Certain  Relationships  and Related Party
Transactions"  in the  Company's  Proxy  Statement  relating  to the May 7, 2002
Annual Meeting of Shareholders  (incorporated by reference in the Form 10-K), in
each case as of the date of filing of such  Incorporated  Document,  insofar  as
such statements constitute a summary of legal matters,  documents or proceedings
referred to therein,  fairly  present in all material  respects the  information
called for with respect to such legal matters, documents and proceedings.

         (11) The statements  under the captions  "Federal  Income Tax and ERISA
Considerations" in the Prospectus Supplement,  as of the date of the Prospectus,
and the statements under the captions  "Federal Income Tax  Considerations"  and
"ERISA Plans, Keogh Plans and Individual  Retirement Accounts" under the caption
"Items 1 and 2. Business and  Properties"  in the Annual Report on Form 10-K, as
of the date of  filing  of the  Annual  Report  on Form  10-K,  insofar  as such
statements  constitute  a summary of legal  matters  or  documents  referred  to
therein, fairly present in all material respects the information called for with
respect to such legal matters and documents.

         (12) To such counsel's knowledge, except as disclosed in the Prospectus
neither the Company nor any  Subsidiary  is in violation of its  declaration  of
trust or by-laws and no default by the Company or any of the Subsidiaries exists
in the due performance or observance of any obligation,  agreement,  covenant or
condition contained in any contract, indenture,  mortgage, loan agreement, note,
lease or other  agreement or instrument  that is described or referred to in the
Registration  Statement or the Prospectus or filed or  incorporated by reference
as an exhibit to the  Registration  Statement and to which the Company or any of
its  subsidiaries  is a party  or by  which it or any of them may be bound or to
which  any of the  assets,  properties  or  operations  of


                                      A-2
<PAGE>

the Company or any Subsidiary is subject, except for such violations or defaults
which would not result in a Material Adverse Effect.

         (13)  The  execution,  delivery  and  performance  of the  Underwriting
Agreement  and  the  consummation  of  the  transactions   contemplated  in  the
Underwriting  Agreement and in the  Registration  Statement  and the  Prospectus
(including  the issuance and sale of the Shares and the use of the proceeds from
the sale of the Shares as  described  under the caption "Use of Proceeds" in the
Prospectus  Supplement)  and  compliance  by the  Company  with its  obligations
thereunder do not and will not,  whether with or without the giving of notice or
passage of time or both,  conflict with or constitute a breach of, or default or
Repayment  Event  under,  or result in the creation or  imposition  of any lien,
charge or encumbrance  upon any assets,  properties or operations of the Company
or of any Subsidiary  pursuant to, any material contract,  indenture,  mortgage,
deed of trust, loan or credit  agreement,  note, lease or any other agreement or
instrument that is described or referred to in the Registration Statement or the
Prospectus  or  filed  or  incorporated  by  reference  as  an  exhibit  to  the
Registration  Statement and to which the Company or any of its subsidiaries is a
party or by which it or any of them may be bound or to which any of the  assets,
properties or operations of the Company or any  Subsidiary is subject,  nor will
such action result in any  violation of the  provisions  of the  declaration  of
trust or by-laws of the Company or any Subsidiary or in any material respect any
applicable law,  statute,  rule,  regulation,  judgment,  order, writ or decree,
known to such counsel, of any government,  government  instrumentality or court,
domestic  or  foreign,  having  jurisdiction  over  the  Company  or  any of its
subsidiaries  or any of their  assets,  properties or  operations,  in each case
except as disclosed in the Prospectus.

         (14) To such counsel's knowledge, except as disclosed in the Prospectus
there is not pending or  threatened  any action,  suit,  proceeding,  inquiry or
investigation  to which the Company or any Subsidiary is a party or to which the
assets,  properties or  operations of the Company or any  Subsidiary is subject,
before or by any court or government  agency or body which would,  if determined
adversely to the Company or such Subsidiary, result in a Material Adverse Effect
or  materially  and  adversely  affect  the  consummation  of  the  transactions
contemplated  under the  Underwriting  Agreement  or the right or ability of the
Company to perform its obligations thereunder.

         (15) To  such  counsel's  knowledge,  there  is no  contract  or  other
document which is required to be described in the Registration  Statement or the
Prospectus  that is not  described  therein  or is  required  to be  filed as an
exhibit to the Registration Statement which is not so filed.

         (16) To such counsel's knowledge,  there are no statutes or regulations
that are required to be described in the  Prospectus  that are not  described as
required.

         (17) The Registration  Statement has been declared  effective under the
1933 Act. Any required filing of the Prospectus pursuant to Rule 424(b) has been
made in the manner and within the time period  required by Rule 424(b).  To such
counsel's  knowledge,   no  stop  order  suspending  the  effectiveness  of  the
Registration Statement has been issued under the 1933 Act and no proceedings for
that purpose have been initiated or are pending or threatened by the Commission.


                                      A-3
<PAGE>

         (18) The  Registration  Statement  and the  Prospectus,  excluding  the
documents incorporated by reference therein, and each amendment or supplement to
the Registration Statement and Prospectus,  excluding the documents incorporated
by reference  therein,  as of their  respective  effective or issue dates (other
than financial  statements and other  financial data and schedules,  as to which
such counsel need not express any opinion),  complied as to form in all material
respects with the requirements of the 1933 Act.

         (19) Each  Incorporated  Document (other than financial  statements and
other  financial data and  schedules,  as to which such counsel need not express
any opinion) complied as to form in all material respects with the 1934 Act when
filed with the Commission.

         (20) The  relative  rights,  preferences,  interests  and powers of the
Preferred  Shares  are set  forth in the  Declaration  of Trust,  including  the
Articles Supplementary relating to the Preferred Shares, and all such provisions
relating to the Preferred Shares are valid under Title 8 of the Corporations and
Associations Article of the Annotated Code of Maryland.

         (21) No authorization,  approval, consent, license, order or decree of,
or filing,  registration  or  qualification  with,  any federal,  Massachusetts,
Delaware or Maryland court or  governmental  authority or agency is necessary or
required for the due authorization,  execution or delivery by the Company of the
Underwriting Agreement or for the performance by the Company of the transactions
contemplated  under the  Prospectus or the  Underwriting  Agreement,  other than
those which have already been made, obtained or rendered as applicable.

         (22) The Company is not,  and upon the  issuance and sale of the Shares
as  contemplated  by the  Underwriting  Agreement and the application of the net
proceeds  therefrom as described in the  Prospectus  will not be, an "investment
company" within the meaning of the Investment Company Act of 1940, as amended.

         (23) The Company has qualified to be taxed as a real estate  investment
trust  pursuant  to Sections  856-860 of the Code for each of the taxable  years
ended  December 31, 1995 through  December  31, 2001 and the  Company's  current
anticipated  investments  and its current  plan of  operation  will enable it to
continue  to meet the  requirements  for  qualification  and  taxation as a real
estate investment trust under the Code; actual qualification of the Company as a
real estate investment trust,  however, will depend upon the Company's continued
ability to meet, and its meeting,  through actual annual  operating  results and
distributions, the various qualification tests imposed under the Code.

         (24) The Advisor is a limited liability company duly organized, validly
existing and in good standing  under the laws of the State of Delaware,  and has
the  requisite  limited  liability  company  power and  authority to conduct its
business as  described  in the  Prospectus  and to own and operate its  material
properties.

         (25) The  Advisory  Agreement  has been duly  authorized,  executed and
delivered  by the parties  thereto and  constitutes  the valid  agreement of the
parties thereto, enforceable in accordance with its terms.

         (26) No facts  have come to such  counsel's  attention  that would lead
them to believe that (x) the Registration Statement, as of the time of filing of
the Company's  Annual Report on


                                      A-4
<PAGE>

Form 10-K for the year ended December 31, 2001, contained an untrue statement of
a  material  fact or  omitted to state a  material  fact  required  to be stated
therein or necessary in order to make the  statements  therein not misleading or
(y) the Prospectus,  as of the date of issuance  thereof or at the Closing Time,
included or includes an untrue  statement of a material fact or omitted or omits
to state a material fact necessary to make the statements  therein, in the light
of the  circumstances  under which they were made, not  misleading,  except that
such counsel need not express any views as to the financial statements and other
financial  data and  schedules  included in the  Registration  Statement  or the
Prospectus.

         Such counsel  need not express any opinion as to  compliance  with,  or
filings  with  or  authorizations,   approvals,   consents,   licenses,  orders,
registrations,  qualifications or decrees under,  state securities or "Blue Sky"
laws. Such counsel's  opinions with respect to the validity or enforceability of
agreements  may be  qualified  to the extent  that the  obligations,  rights and
remedies   of   parties   may  be  limited   by  (i)   bankruptcy,   insolvency,
reorganization,  moratorium or other similar laws affecting generally creditors'
rights and  remedies,  and (ii)  general  principles  of equity  (regardless  of
whether  considered  in a proceeding  at law or in equity),  and  otherwise in a
manner acceptable to the Underwriters.









                                      A-5
<PAGE>
                                                                       Exhibit B


                   FORM OF OPINION OF SPECIAL MARYLAND COUNSEL
                    TO BE DELIVERED PURSUANT TO SECTION 5(c)



         1. The  Company  is a real  estate  investment  trust  duly  formed and
validly existing under and by virtue of the laws of the State of Maryland and is
in good standing with the SDAT, with trust power to own and lease its properties
and to conduct  its  business,  in all  material  respects as  described  in the
Prospectus,  and  to  enter  into  and  perform  its  obligations  under,  or as
contemplated under, the Underwriting Agreement.

         2. Each of the Trust  Subsidiaries  is a real estate  investment  trust
duly formed and validly existing under and by virtue of the laws of the State of
Maryland  and is in good  standing  with the SDAT,  with trust  power to own and
lease its  properties and to conduct its business,  in all material  respects as
described in the Prospectus.

         3. Except as otherwise  stated in the  Registration  Statement  and the
Prospectus,  the  common  shares  of  beneficial  interest  of each of the Trust
Subsidiaries  issued  and  outstanding  as of the date  hereof  have  been  duly
authorized and validly issued and are fully paid and  nonassessable  and are not
subject to  preemptive  rights to purchase or subscribe for shares of beneficial
interest of such Trust Subsidiary  arising under Title 8 of the Corporations and
Associations Article of the Annotated Code of Maryland ("Title 8") or such Trust
Subsidiary's declaration of trust or bylaws.

         4.  As of the  date  hereof,  the  issued  and  outstanding  shares  of
beneficial  interest of the Company  consist of  ___________  Common Shares (the
"Outstanding  Shares").  Except  as  otherwise  set  forth  in the  Registration
Statement and the Prospectus,  the Outstanding  Shares have been duly authorized
and validly issued and are fully paid and  nonassessable  and are not subject to
preemptive rights to purchase or subscribe for shares of beneficial  interest of
the Company arising under Title 8, the Declaration of Trust or the Bylaws.

         5. The execution and delivery of the  Underwriting  Agreement have been
duly  authorized  by the Board of  Trustees  of the  Company.  The  Underwriting
Agreement  has been  executed  and, so far as is known to us,  delivered  by the
Company.

         6. The Preferred Shares have been duly authorized for issuance and sale
to the Underwriters pursuant to the Underwriting  Agreement and, when issued and
delivered  by the  Company  pursuant  to the  Resolutions  and the  Underwriting
Agreement  against  payment  of the  consideration  set forth  therein,  will be
validly issued,  fully paid and nonassessable  (except as otherwise described in
the  Registration  Statement),  and are not  subject  to  preemptive  rights  to
purchase or subscribe for shares of beneficial  interest of the Company  arising
under Title 8, the  Declaration  of Trust or the Bylaws in  connection  with the
issuance of the Preferred Shares.


                                      B-1
<PAGE>

         7. The  Preferred  Shares  conform as to legal  matters in all material
respects to the descriptions thereof contained in the Prospectus.

         8. The  information  in the  Prospectus  Supplement  under the  caption
"Description  of the Series B Preferred  Shares" and the information in the Base
Prospectus under the captions "Description of Preferred Shares" and "Description
of  Certain  Provisions  of  Maryland  Law and of our  Declaration  of Trust and
Bylaws" as of the date of the Prospectus, insofar as such information relates to
provisions of Maryland law, fairly summarizes such provisions of Maryland law in
all material respects.

         9. So far as is known to us,  except as  disclosed  in the  Prospectus,
neither the Company nor any of the Trust  Subsidiaries  is in  violation  of its
respective declaration of trust or bylaws.

         10.  The  execution,  delivery  and  performance  of  the  Underwriting
Agreement  and  the  consummation  of  the  transactions   contemplated  in  the
Underwriting  Agreement and in the  Registration  Statement  and the  Prospectus
(including  the  issuance  and sale of the  Preferred  Shares and the use of the
proceeds  from the sale of the Preferred  Shares as described  under the caption
"Use of Proceeds" in the  Prospectus  Supplement)  and compliance by the Company
with its obligations thereunder do not and will not result in a violation of the
Declaration of Trust or the Bylaws or the  declaration of trust or the bylaws of
any of the Trust Subsidiaries or in any material respect to Title 8.

         11.  The  relative  rights,  preferences,  interests  and powers of the
Preferred  Shares  are set  forth in the  Declaration  of Trust,  including  the
Articles Supplementary, and all such provisions relating to the Preferred Shares
are valid under Title 8.

         12. No authorization,  approval,  consent, license, order or decree of,
or  filing,  registration  of  qualification  with,  any  Maryland  governmental
authority or agency  (other than any Maryland  governmental  authority or agency
dealing with  securities  laws or laws relating to the ownership or operation of
the  properties  owned by the Company or the Trust  Subsidiaries  located in the
State of  Maryland,  as to both of which no  opinion  is  hereby  expressed)  is
necessary  or required for the due  authorization,  execution or delivery by the
Company of the  Underwriting  Agreement or for the performance by the Company of
the  transactions   contemplated   under  the  Prospectus  or  the  Underwriting
Agreement,  other than those which have already been made, obtained or rendered,
as applicable.


                                      B-2
<PAGE>
                                                                       Exhibit C

                   CERTIFICATE OF HOSPITALITY PROPERTIES TRUST
             PURSUANT TO SECTION 5(f) OF THE UNDERWRITING AGREEMENT


         Each of the undersigned hereby certifies, to the best of his knowledge:

I.       the Annual  Report on Form 10-K for the year ended  December  31, 2001,
         and Quarterly  Reports on Form 10-Q for the fiscal quarters ended March
         31,  2002,  June 30, 2002 and  September  30, 2002  (collectively,  the
         "Reports"),  fully  comply with the  requirements  of Section  13(a) or
         15(d) of the Securities and Exchange Act of 1934; and

II.      the  information  contained  in each  Report  fairly  presents,  in all
         material respects, the financial condition and results of operations of
         Hospitality  Properties  Trust  as of  its  date  of  filing  with  the
         Securities and Exchange Commission.


December ____, 2002




______________________________________    ______________________________________
John G. Murray                            Barry M. Portnoy
President, Chief Operating Officer and    Managing Trustee
Secretary




______________________________________
Mark Kleifges
Chief Financial Officer and Treasurer
(10-Q for fiscal quarter ended
September 30, 2002 only)




______________________________________
Thomas M. O'Brien
Chief Financial Officer and Treasurer
(excluding 10-Q for fiscal quarter ended
September 30, 2002)



                                      C-1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>4
<FILENAME>exh3-1.txt
<TEXT>
                                                                     Exhibit 3.1

                          HOSPITALITY PROPERTIES TRUST
                             ARTICLES SUPPLEMENTARY
             8.875% SERIES B CUMULATIVE REDEEMABLE PREFERRED SHARES
                                without par value

         HOSPITALITY  PROPERTIES  TRUST, a Maryland real estate investment trust
(the  "Trust"),  having its principal  office in Newton,  Massachusetts,  hereby
certifies to the State Department of Assessments and Taxation of Maryland that:

         FIRST:  Pursuant  to  authority  expressly  vested in the  Trustees  by
Section 5.1 of the Amended and Restated Declaration of Trust of the Trust, dated
August 21, 1995, as amended and supplemented (the  "Declaration"),  the Trustees
have duly classified and designated  3,450,000  Preferred Shares of the Trust as
8.875% Series B Cumulative  Redeemable  Preferred Shares,  without par value, of
the Trust ("Series B Preferred Shares").

         SECOND:   The  preferences,   rights,   voting  powers,   restrictions,
limitations as to dividends and other distributions, qualifications and terms or
conditions of redemption of the Series B Preferred Shares are as follows,  which
upon any restatement of the  Declaration  shall be made part of Article V of the
Declaration,  with any necessary or  appropriate  changes to the  enumeration or
lettering  of sections or  subsections  hereof.  Capitalized  terms used in this
ARTICLE SECOND which are defined in the  Declaration  and not otherwise  defined
herein are used herein as so defined in the Declaration.

8.875% Series B Cumulative Redeemable Preferred Shares, without par value

         1. Designation and Number. A series of Preferred Shares, designated the
8.875% Series B Cumulative  Redeemable Preferred Shares,  without par value (the
"Series B Preferred Shares"),  is hereby  established.  The number of authorized
Series B Preferred Shares is 3,450,000.

         2. Relative Seniority. In respect of rights to receive dividends and to
participate  in  distributions  or  payments  in the  event of any  liquidation,
dissolution or winding up of the Trust, the Series B Preferred Shares shall rank
(i) senior to the Common Shares, the Junior  Participating  Preferred Shares and
any  other  class  or  series  of  Shares  of the  Trust,  the  terms  of  which
specifically  provide that such class or series  ranks,  as to rights to receive
dividends and to  participate in  distributions  or payments in the event of any
liquidation,  dissolution  or winding  up of the  Trust,  junior to the Series B
Preferred Shares (the Shares  described in this clause (i) being,  collectively,
"Junior  Shares"),  (ii)  on a  parity  with  the 9  1/2%  Series  A  Cumulative
Redeemable  Preferred  Shares,  without  par  value  (the  "Series  A  Preferred
Shares"),  and any other  class or series of Shares of the  Trust,  the terms of
which  specifically  provide  that such class or series  ranks,  as to rights to
receive  dividends and to participate in  distributions or payments in the event
of any liquidation, dissolution or winding up of the Trust, on a parity with the
Series B Preferred Shares,  and (iii) junior to any class or series of Shares of
the Trust,  the terms of which  specifically  provide  that such class or series
ranks, as to rights to receive  dividends and to participate in distributions or
payments  in the event of any  liquidation,  dissolution  or  winding  up of the
Trust, senior to the Series B Preferred Shares. For the avoidance of doubt, debt
securities

<PAGE>

of the Trust which are convertible  into or exchangeable for Shares of the Trust
or any other debt securities of the Trust do not constitute a class or series of
Shares for purposes of this Section 2.

         3.       Dividends and Distributions.

                  (a) Subject to the  preferential  rights of the holders of any
class or series of Shares of the Trust ranking  senior to the Series B Preferred
Shares as to dividends,  the holders of the then outstanding  Series B Preferred
Shares shall be entitled to receive,  when and as authorized by the Trustees and
declared by the Trust, out of any funds legally available  therefor,  cumulative
dividends at a rate of eight and  seven-eighths  percent 8.875% per annum of the
Twenty-five  Dollars ($25.00) per share  liquidation  preference of the Series B
Preferred  Shares  (equivalent  to the annual rate of $2.21875 per share).  Such
dividends shall accrue and be cumulative from (but excluding)  December 10, 2002
(the "Original  Issue Date") in the case of Series B Preferred  Shares issued on
or prior to January 9, 2003, and otherwise from (but  excluding) the date of the
original issuance  thereof,  and will be payable quarterly in arrears in cash on
the fifteenth day of each January,  April,  July and October  beginning on April
15, 2003 (each such day being hereinafter  called a "Quarterly  Dividend Date");
provided  that  if any  Quarterly  Dividend  Date  is  not a  Business  Day  (as
hereinafter defined),  then the dividend which would otherwise have been payable
on such Quarterly Dividend Date may be paid on the next succeeding  Business Day
with the same force and effect as if paid on such  Quarterly  Dividend Date, and
no interest or additional  dividends or other sums shall accrue on the amount so
payable from such Quarterly Dividend Date to such next succeeding  Business Day.
As used herein the term  "Dividend  Period" for Series B Preferred  Shares means
the  period  from but  excluding  the  Original  Issue Date or other date of the
original issuance thereof,  as applicable,  and ending on and including the next
following Quarterly Dividend Date, and each subsequent period from but excluding
a  Quarterly  Dividend  Date and  ending  on and  including  the next  following
Quarterly  Dividend  Date.  The  amount  of any  dividend  payable  for any full
Dividend  Period or portion  thereof shall be computed on the basis of a 360-day
year  consisting  of twelve 30-day  months (it being  understood  that the first
Dividend  Period is shorter than a full  Dividend  Period).  Dividends  shall be
payable to holders of record as they appear in the share records of the Trust at
the close of business on the applicable  record date (the "Record Date"),  which
shall be a date  designated by the Trustees for the payment of dividends that is
not  more  than 60 nor  less  than 10 days  prior  to the  applicable  Quarterly
Dividend Date.

                  (b)  Dividends  on the Series B Preferred  Shares shall accrue
and be  cumulative,  whether or not (i) the Trust has  earnings,  (ii) there are
funds  legally  available  for the  payment  of such  dividends  or  (iii)  such
dividends have been declared.

                  (c) If Series B  Preferred  Shares  are  outstanding,  no full
dividends  shall be declared or paid or set apart for payment on any other class
or series of Shares of the Trust ranking, as to dividends,  on a parity with the
Series B Preferred Shares for any period,  unless the full cumulative  dividends
on the Series B Preferred Shares have been or contemporaneously are declared and
paid or declared  and a sum  sufficient  for the  payment  thereof set apart for
payment for all past Dividend Periods. When dividends are not paid in full (or a
sum  sufficient  for such full  payment is not so set  apart)  upon the Series B
Preferred Shares and the Shares of any other class or series ranking on a parity
as to dividends with the Series B Preferred Shares,  all dividends declared upon
Series B Preferred  Shares and any such other class or series of Shares


                                      -2-
<PAGE>

shall in all cases bear to each other the same ratio that accrued  dividends per
share on the Series B Preferred  Shares and such other class or series of Shares
(which shall not include any  accumulation  in respect of unpaid  dividends  for
prior dividend  periods if such other class or series does not have a cumulative
dividend) bear to each other.

                  (d) Except as  provided  in Section  3(c)  above,  unless full
cumulative   dividends   on  the  Series  B   Preferred   Shares  have  been  or
contemporaneously are declared and paid or declared and a sum sufficient for the
repayment  thereof set apart for payment for all past  Dividend  Periods and the
then current Dividend Period, no dividends (other than in Common Shares or other
Junior Shares or options, warrants or rights to subscribe for or purchase Common
Shares  or other  Junior  Shares)  shall be  declared  or paid or set  apart for
payment  and no other  distribution  shall be  declared  or made upon the Common
Shares or any other Shares ranking junior to the Series B Preferred Shares as to
rights to receive  dividends or to participate in  distributions  or payments in
the event of any liquidation,  dissolution or winding up of the Trust, nor shall
any Common  Shares or any other such Shares be redeemed,  purchased or otherwise
acquired for any consideration (or any moneys be paid to or made available for a
sinking fund for the  redemption  of any such Shares) by the Trust except (i) by
conversion  into or exchange  for Common  Shares or other  Junior  Shares,  (ii)
pursuant to pro rata offers to purchase or a concurrent  redemption of all, or a
pro rata  portion of, the  outstanding  Series B Preferred  Shares and any other
class or series of Shares ranking on a parity with Series B Preferred  Shares as
to rights to receive  dividends and to participate in  distributions or payments
in the event of any liquidation,  dissolution or winding up of the Trust,  (iii)
by redemption,  purchase or other acquisition of Common Shares made for purposes
of an  incentive,  benefit  or share  purchase  plan of the  Trust or any of its
subsidiaries  for  officers,  Trustees  or  employees  or others  performing  or
providing similar services, (iv) by redemption, purchase or other acquisition of
rights to purchase Junior Participating  Preferred Shares pursuant to the Rights
Agreement, dated as of May 30, 1997, between the Trust and State Street Bank and
Trust  Company,  as rights  agent,  or  pursuant  to any  replacement  agreement
therefor relating to such rights, each as in effect from time to time, or of any
similar  rights  from  time to time  issued by the  Trust in  connection  with a
successor or  supplemental  shareholder  rights  protection  plan adopted by the
Trustees, and (v) for redemptions, purchases or other acquisitions by the Trust,
whether  pursuant to any  provision of the  Declaration  or  otherwise,  for the
purpose of preserving  the Trust's status as a real estate  investment  trust (a
"REIT") for federal income tax purposes.

                  (e) No  interest,  or sum of money in lieu  thereof,  shall be
payable in respect of any  dividend  payment or  payments  on Series B Preferred
Shares which may be in arrears, and the holders of Series B Preferred Shares are
not entitled to any  dividends,  whether  payable in cash,  securities  or other
property,  in excess of the full cumulative  dividends described in this Section
3. Except as otherwise  expressly provided herein, the Series B Preferred Shares
shall not be entitled to participate in the earnings or assets of the Trust.

                  (f) Any dividend payment made on the Series B Preferred Shares
shall be first  credited  against the earliest  accrued but unpaid  dividend due
with respect to such Shares which remains  payable.  Any cash  dividends paid in
respect of Series B Preferred  Shares,  including any portion  thereof which the
Trust elects to designate as "capital gain dividends" (as defined in Section 857
(or any  successor  provision)  of the Internal  Revenue Code) or as a return of
capital, shall be credited to the cumulative dividends on the Series B Preferred
Shares.


                                      -3-
<PAGE>

                  (g) No  dividends  on the Series B Preferred  Shares  shall be
authorized  by the  Trustees or be paid or set apart for payment by the Trust at
such time as the terms and  provisions of any agreement of the Trust,  including
any agreement  relating to its  indebtedness,  directly or  indirectly  prohibit
authorization,  payment  or  setting  apart for  payment  or  provide  that such
authorization,  payment or setting apart for payment  would  constitute a breach
thereof  or a default  thereunder,  or if such  declaration,  payment or setting
apart for payment shall be restricted or prohibited by law.

                  (h) The Trust shall remain  entitled to receive and retain any
interest or other  earnings on any money set aside for the payment of  dividends
on Series B  Preferred  Shares and holders  thereof  shall have no claim to such
interest or other  earnings.  Any funds for the payment of dividends on Series B
Preferred  Shares  which  have been set  apart by the  Trust  and  which  remain
unclaimed by the holders of the Series B Preferred  Shares  entitled  thereto on
the first  anniversary  of the  applicable  Quarterly  Dividend  Date,  or other
dividend  payment  date,  shall revert and be repaid to the general funds of the
Trust,  and thereafter the holders of the Series B Preferred  Shares entitled to
the funds which have reverted or been repaid to the Trust shall look only to the
general  funds of the Trust for  payment,  without  interest  or other  earnings
thereon.

                  (i) "Business  Day" shall mean any day,  other than a Saturday
or  Sunday,  that  is  neither  a  legal  holiday  nor a day  on  which  banking
institutions  in New York, New York or Boston,  Massachusetts  are authorized or
required by law, regulation or executive order to close.

         4.       Liquidation Rights.

                  (a) Upon any voluntary or involuntary liquidation, dissolution
or winding up of the Trust,  before any distribution or payment shall be made to
the  holders  of any Common  Shares or any other  Shares  ranking  junior to the
Series B  Preferred  Shares as to  rights to  participate  in  distributions  or
payments  in the event of any  liquidation,  dissolution  or  winding  up of the
Trust, but subject to the preferential  rights of holders of any class or series
of  Shares  ranking  senior  to the  Series B  Preferred  Shares as to rights to
participate  in  distributions  or  payments  in the  event of any  liquidation,
dissolution or winding up of the Trust, the holders of Series B Preferred Shares
shall be entitled to receive,  out of assets of the Trust legally  available for
distribution to shareholders,  liquidating  distributions in cash or property at
its fair market value as determined by the Trustees in the amount of Twenty-five
Dollars  ($25.00)  per Series B  Preferred  Share,  plus an amount  equal to all
dividends accrued and unpaid thereon.

                  (b)  After  payment  of the  full  amount  of the  liquidating
distributions  to which they are  entitled,  the  holders of Series B  Preferred
Shares will have no right or claim to any of the remaining assets of the Trust.

                  (c) In the  event  that  upon  any  voluntary  or  involuntary
liquidation, dissolution or winding up of the Trust, the available assets of the
Trust are  insufficient to pay the full amount of the liquidating  distributions
on all  outstanding  Series B Preferred  Shares and the full amounts  payable as
liquidating  distributions on all Shares of other classes or series of Shares of
the Trust ranking on a parity with the Series B Preferred Shares as to rights to
participate  in  distributions  or  payments  in the  event of any  liquidation,
dissolution  or  winding  up of the  Trust,  then the  holders  of the  Series B
Preferred  Shares and all other such  classes  or series of Shares  shall  share


                                      -4-
<PAGE>

ratably in any such distribution of assets in proportion to the full liquidating
distributions to which they would otherwise be respectively entitled.

                  (d) For purposes of this  Section 4, neither the sale,  lease,
transfer or conveyance of all or  substantially  all of the property or business
of the  Trust,  nor the  merger or  consolidation  of the Trust into or with any
other entity or the merger or consolidation of any other entity into or with the
Trust or a  statutory  share  exchange  by the  Trust,  shall be  deemed to be a
dissolution, liquidation or winding up of the Trust.

                  (e) In  determining  whether a  distribution  (other than upon
voluntary  or  involuntary  liquidation),   by  dividend,  redemption  or  other
acquisition of Shares or otherwise,  is permitted  under  Maryland law,  amounts
that  would be  needed,  if the Trust  were to be  dissolved  at the time of the
distribution, to satisfy the preferential rights upon dissolution of the holders
of Series B Preferred Shares will not be added to the Trust's total liabilities.

         5.       Redemption by the Trust.

                  (a) Optional Redemption. The Series B Preferred Shares are not
redeemable  prior to December 10, 2007 except as  otherwise  provided in Section
5(b) below. On and after December 10, 2007, the Trust may, at its option, redeem
Series B Preferred  Shares in whole or from time to time in part,  for cash at a
redemption price per share of Twenty-five  Dollars  ($25.00),  together with all
accrued  and  unpaid  dividends  to the date  fixed  for  redemption,  except as
otherwise  provided in Section 5(c)(vi) below, and without interest (the "Series
B  Redemption  Price").  Each date fixed for  redemption  of Series B  Preferred
Shares  pursuant to this Section 5(a) or to Section 5(b) below is referred to in
these  provisions  of the Series B  Preferred  Shares as a "Series B  Redemption
Date." The Series B Preferred Shares have no stated maturity and are not subject
to any  sinking  fund or  mandatory  redemption.  Any  redemption  of  Series  B
Preferred  Shares pursuant to this Section 5(a) shall be made in accordance with
the applicable provisions of Section 5(c) below.

                  (b) Special Optional Redemption. The Trust may, at its option,
redeem at any time all or from time to time any Series B Preferred  Shares which
constitute  Excess Series B Preferred Shares (as defined in Section 9 below) for
cash at a  redemption  price per share equal to the Series B  Redemption  Price,
subject,  with  respect  to  the  portion  of  the  Series  B  Redemption  Price
constituting  accrued and unpaid dividends to the date fixed for redemption,  to
the provisions of the second  paragraph of subsection (c) of Section 5.14 of the
Declaration and to Section  5(c)(vi) below,  and without  interest.  The Trust's
right to redeem  Excess  Series B Preferred  Shares shall be in addition to, and
shall not limit,  its rights with respect to such Series B Preferred  Shares set
forth in Section 9 below or in Section 5.14 of the  Declaration.  Any redemption
of Series B  Preferred  Shares  pursuant to this  Section  5(b) shall be made in
accordance with the applicable provisions of Section 5(c) below.

                  (c)      Procedures and Terms for Redemption.

                           (i) Notice of  redemption  will be mailed at least 30
         days but not more than 60 days before the Series B  Redemption  Date to
         each  holder of record of Series B  Preferred  Shares to be redeemed at
         the address shown on the share  transfer  books of the


                                      -5-
<PAGE>

         Trust;  provided  that if the Trust  shall have  reasonably  concluded,
         based on advice of independent tax counsel experienced in such matters,
         that a redemption  pursuant to Section 5(b) must be made on a date (the
         "Special Redemption Date") which is earlier than 30 days after the date
         of such  mailing in order to preserve the status of the Trust as a REIT
         for federal  income tax  purposes  or to comply  with  federal tax laws
         relating to the  Trust's  qualification  as a REIT,  then the Trust may
         give such shorter  notice as is necessary to effect such  redemption on
         the Special Redemption Date. Each notice of redemption shall state: (A)
         the  applicable  Series B Redemption  Date;  (B) the number of Series B
         Preferred Shares to be redeemed; (C) the applicable Series B Redemption
         Price;  (D) the place or places  where  certificates  for such Series B
         Preferred  Shares  are to be  surrendered  for  payment of the Series B
         Redemption  Price;  and (E) that  dividends  on the Series B  Preferred
         Shares to be redeemed  will cease to accrue on such Series B Redemption
         Date.  If  fewer  than  all the  Series B  Preferred  Shares  are to be
         redeemed,  the notice  mailed to each such  holder  thereof  shall also
         specify  the number of Series B Preferred  Shares to be  redeemed  from
         each such holder or the method for calculating that number.  No failure
         to give such  notice or any defect  therein or in the  mailing  thereof
         shall affect the validity of the  proceedings for the redemption of any
         Series B Preferred Shares except as to the holder to whom the Trust has
         failed to give notice or to whom notice was defective.

                           (ii) If notice of  redemption  of Series B  Preferred
         Shares has been mailed in accordance  with Section 5(c)(i) above and if
         the  funds  necessary  for such  redemption  have been set aside by the
         Trust in trust for the benefit of the holders of the Series B Preferred
         Shares so called for  redemption,  subject to the provisions of Section
         5(c)(v)  below,  then  from and  after  the  Series B  Redemption  Date
         specified in the notice,  dividends will cease to accumulate,  and such
         Shares shall no longer be deemed to be  outstanding  and shall not have
         the status of Series B  Preferred  Shares and all rights of the holders
         thereof as  shareholders  of the Trust (except the right to receive the
         Series B Redemption Price) shall terminate.

                           (iii) Upon surrender,  in accordance with the Trust's
         notice of redemption,  of the  certificates  for any Series B Preferred
         Shares  redeemed  (properly  endorsed or assigned for transfer and with
         applicable signature guarantees,  if the Trust shall so require and the
         notice shall so state), the Series B Preferred Shares shall be redeemed
         by the Trust at the Series B Redemption  Price.  In case fewer than all
         the Series B Preferred  Shares  evidenced by any such  certificate  are
         redeemed,  a new certificate or certificates shall be issued evidencing
         the  unredeemed  Series B Preferred  Shares  without cost to the holder
         thereof.

                           (iv) If fewer  than all of the  outstanding  Series B
         Preferred  Shares are to be redeemed,  the number of Series B Preferred
         Shares to be redeemed  will be  determined by the Trust and such Shares
         may be  redeemed  pro rata from the holders of record of such Shares in
         proportion  to the number of such  Shares  held by such  holders  (with
         adjustments to avoid redemption of fractional Shares), by lot or by any
         other equitable method determined by the Trust.


                                      -6-
<PAGE>

                           (v)  Any  funds  for  the   redemption  of  Series  B
         Preferred  Shares  which have been set aside by the Trust  pursuant  to
         Section  5(c)(ii)  above,  shall be irrevocably  set aside separate and
         apart from the Trust's other funds in trust for the pro rata benefit of
         the holders of the Series B  Preferred  Shares  called for  redemption,
         except that:

                  (A)      the Trust shall be  entitled to receive any  interest
                           or other earnings, if any, earned on any money so set
                           aside  in  trust,  and  the  holders  of  any  Shares
                           redeemed  shall  have no  claim to such  interest  or
                           other earnings; and

                  (B)      any  balance  of  monies  deposited  by the Trust and
                           unclaimed  by the  holders of the Series B  Preferred
                           Shares entitled thereto at the expiration of one year
                           from the applicable Series B Redemption Date shall be
                           repaid,  together with any interest or other earnings
                           earned  thereon,  to the general  funds of the Trust,
                           and  after any such  repayment,  the  holders  of the
                           Shares  entitled  to the funds which have been repaid
                           to the Trust shall look only to the general  funds of
                           the  Trust  for  payment  without  interest  or other
                           earnings thereon.

                           (vi)  Anything  in these  provisions  of the Series B
         Preferred Shares to the contrary notwithstanding, the holders of record
         of Series B Preferred  Shares at the close of business on a Record Date
         will be entitled to receive the  dividend  payable with respect to such
         Shares on the corresponding Quarterly Dividend Date notwithstanding the
         redemption  of such  Shares  after such  Record Date and on or prior to
         such Quarterly  Dividend Date or the Trust's  default in the payment of
         the dividend due on such  Quarterly  Dividend  Date,  in which case the
         amount payable upon  redemption of such Series B Preferred  Shares will
         not include such dividend (and the full amount of the dividend  payable
         for  the  applicable  Dividend  Period  shall  instead  be paid on such
         Quarterly Dividend Date to the holders of record on such Record Date as
         aforesaid).  Except as  provided  in this clause (vi) and except to the
         extent that accrued and unpaid  dividends  are payable as a part of the
         Series B Redemption  Price  pursuant to Section 5(a) or 5(b), the Trust
         will make no payment or allowance for unpaid  dividends,  regardless of
         whether or not in  arrears,  on Series B  Preferred  Shares  called for
         redemption.

                           (vii) Notwithstanding the foregoing,  unless the full
         cumulative  dividends on all Series B Preferred  Shares shall have been
         or  contemporaneously  are  declared  and  paid or  declared  and a sum
         sufficient  for the payment  thereof set apart for payment for all past
         Dividend  Periods and the then  current  Dividend  Period,  no Series B
         Preferred  Shares  shall be redeemed  unless all  outstanding  Series B
         Preferred Shares are simultaneously redeemed;  provided,  however, that
         (i) the  foregoing  shall  not  prevent  the  redemption  of  Series  B
         Preferred  Shares  pursuant  to Section  5(b) above or the  purchase or
         acquisition  of Series B  Preferred  Shares  pursuant  to a purchase or
         exchange  offer made on the same  terms to  holders of all  outstanding
         Series B  Preferred  Shares,  and (ii) the  foregoing  shall not in any
         respect  limit  the  terms  and  provisions  of  Section  5.14  of  the
         Declaration  or  Section  9  hereof.  In  addition,   unless  the  full
         cumulative  dividends on all outstanding Series B Preferred Shares have
         been or  contemporaneously  are declared and paid or declared and a sum
         sufficient  for the payment  thereof set apart for payment for all past
         Dividend Periods and the then current Dividend Period,  the Trust shall
         not purchase


                                      -7-
<PAGE>

         or  otherwise  acquire  directly or  indirectly  any Series B Preferred
         Shares  (except by  conversion  into or exchange  for Common  Shares or
         other Junior Shares);  provided,  however, that (i) the foregoing shall
         not prevent the  redemption  of Series B Preferred  Shares  pursuant to
         Section 5(b) above or the purchase or acquisition of Series B Preferred
         Shares  pursuant to a purchase or exchange offer made on the same terms
         to holders of all outstanding  Series B Preferred Shares,  and (ii) the
         foregoing  shall not in any respect  limit the terms and  provisions of
         Section 5.14 of the Declaration or Section 9 hereof.

                           (viii) For the avoidance of doubt,  the provisions of
         this  Section  5 shall not limit any  direct or  indirect  purchase  or
         acquisition by the Trust of all or any Series B Preferred Shares on the
         open market (including in privately negotiated transactions), except as
         otherwise expressly provided in Section 5(c)(vii) above.

         6. Voting Rights. Notwithstanding anything to the contrary contained in
the Declaration, except as set forth below in this Section 6, the holders of the
Series B  Preferred  Shares  shall not be entitled to vote at any meeting of the
shareholders  for election of Trustees or for any other  purpose or otherwise to
participate in any action taken by the Trust or the shareholders  thereof, or to
receive notice of any meeting of shareholders (except for such notices as may be
expressly required by law).

                  (a) At any time  dividends  on the Series B  Preferred  Shares
shall  be in  arrears  for six or more  quarterly  periods,  whether  or not the
quarterly  periods are  consecutive,  the  holders of Series B Preferred  Shares
(voting  separately as a class with all other series of Preferred  Shares of the
Trust upon which like voting  rights have been  conferred  and are  exercisable)
will be entitled  to vote for the  election  of two  additional  Trustees of the
Trust  at the  next  annual  meeting  of  shareholders  and for  those  or other
replacement Trustees at each subsequent meeting (and the number of Trustees then
constituting  the Board of Trustees will  automatically  increase by two, if not
already increased by two by reason of the election of Trustees by the holders of
such Preferred  Shares),  until all dividends  accumulated on Series B Preferred
Shares for the past Dividend  Periods and the then current Dividend Period shall
have been fully paid or declared and a sum  sufficient  for the payment  thereof
set apart for payment.  For the avoidance of doubt, and by means of example,  in
the event dividends on the Series B Preferred  Shares and the Series A Preferred
Shares shall both be in arrears for six or more quarterly  periods,  the holders
of Series B Preferred  Shares and Series A Preferred  Shares (and the holders of
all other series of Preferred  Shares of the Trust upon which like voting rights
have been  conferred  and are  exercisable)  shall be  entitled  to vote for the
election  of two  additional  Trustees  in  the  aggregate,  not  four  or  more
additional Trustees.

                           (i)  Upon  the full  payment  of all  such  dividends
         accumulated on Series B Preferred  Shares for the past Dividend Periods
         and the then current Dividend Period or the declaration in full thereof
         and the Trust's setting aside a sum sufficient for the payment thereof,
         the right of the holders of Series B Preferred Shares to elect such two
         Trustees shall cease, and (unless there are one or more other series of
         Preferred  Shares of the Trust upon which like voting  rights have been
         conferred  and are  exercisable)  the term of office  of such  Trustees
         previously so elected shall automatically  terminate and the authorized
         number of Trustees of the Trust will thereupon  automatically return to
         the number of  authorized  Trustees  otherwise  in effect,  but subject
         always to the same


                                      -8-
<PAGE>

         provisions for the  reinstatement  and divestment of the right to elect
         two  additional  Trustees  in the  case  of any  such  future  dividend
         arrearage.

                           (ii) If at any time when the voting rights  conferred
         upon the Series B Preferred  Shares  pursuant to this  Section 6(a) are
         exercisable any vacancy in the office of a Trustee elected  pursuant to
         this Section 6(a) shall occur,  then such vacancy may be filled only by
         the written  consent of the  remaining  such  Trustee or by vote of the
         holders of record of the outstanding  Series B Preferred Shares and any
         other  series of  Preferred  Shares of the Trust upon which like voting
         rights have been conferred and are  exercisable  and which are entitled
         to vote as a class with the Series B Preferred  Shares in the  election
         of Trustees pursuant to this Section 6(a).

                           (iii) Any Trustee  elected or  appointed  pursuant to
         this Section 6(a) may be removed only by the holders of the outstanding
         Series B Preferred  Shares and any other series of Preferred  Shares of
         the Trust upon which like  voting  rights have been  conferred  and are
         exercisable and which are entitled to vote as a class with the Series B
         Preferred  Shares in the election of Trustees  pursuant to this Section
         6(a), and may not be removed by the holders of the Common Shares.

                           (iv) The term of any  Trustees  elected or  appointed
         pursuant to this Section  6(a) shall be from the date of such  election
         or appointment and their qualification until the next annual meeting of
         the  shareholders  and until  their  successors  are duly  elected  and
         qualify, except as otherwise provided above in this Section 6(a).

                  (b)  So  long  as  any  Series  B  Preferred   Shares   remain
outstanding, the Trust shall not, without the affirmative vote or consent of the
holders of at least two-thirds of the Series B Preferred  Shares  outstanding at
the time,  given in person or by proxy,  either in writing or at a meeting  (the
holders  of  Series B  Preferred  Shares  voting  separately  as a  class),  (i)
authorize or create,  or increase the  authorized or issued amount of, any class
or series of Shares ranking senior to the Series B Preferred Shares with respect
to  payment  of  dividends  or the  distribution  of  assets  upon  liquidation,
dissolution or winding up of the Trust,  or reclassify any authorized  Shares of
the Trust into any such Shares, or create,  authorize or issue any obligation or
security  convertible  into or evidencing  the right to purchase any such Shares
or; (ii) amend,  alter or repeal the provisions of the  Declaration or the terms
of the Series B Preferred Shares, whether by merger, consolidation or otherwise,
so as to materially  and adversely  affect any right,  preference,  privilege or
voting  power of the Series B  Preferred  Shares;  provided,  however,  that any
increase  in the amount of  authorized  Preferred  Shares,  any  issuance  of or
increase in the amount of Series B Preferred  Shares or any creation or issuance
of or  increase  in the  amount of  authorized  shares of any class or series of
Preferred  Shares which rank on a parity with the Series B Preferred Shares with
respect to payment of dividends or the distribution of assets upon  liquidation,
dissolution  or winding up of the Trust or which are Junior  Shares shall not be
deemed to materially and adversely affect the rights, preferences, privileges or
voting powers of the Series B Preferred Shares.

                  (c) The voting  provisions  set forth in  clauses  (a) and (b)
above  will not apply if, at or prior to the time when the act with  respect  to
which a vote would  otherwise  be required  shall be effected,  all  outstanding
Series B Preferred  Shares shall have been redeemed or called


                                      -9-
<PAGE>

for redemption and sufficient  funds shall have been deposited in trust pursuant
to the  provisions  of  Sections  5(c)(ii)  and  5(c)(v)  hereof to  effect  the
redemption.

                  (d) On  each  matter  submitted  to a vote of the  holders  of
Series B Preferred  Shares or on which the holders of Series B Preferred  Shares
are otherwise entitled to vote as provided herein, each Series B Preferred Share
shall be  entitled  to one vote,  except  that when Shares of any other class or
series of Preferred Shares of the Trust have the right to vote with the Series B
Preferred Shares as a single class on any matter,  the Series B Preferred Shares
and the  Shares of each such other  class or series  will have one vote for each
Twenty-five Dollars ($25.00) of liquidation preference.

         7.  Conversion.  The Series B Preferred Shares are not convertible into
or  exchangeable  for any  other  property  or  securities  of the  Trust.  This
provision  will not prevent the Trust from  offering to convert or exchange  the
Series B Preferred Shares.

         8. Status of Redeemed and Reacquired  Series B Preferred Shares. In the
event any Series B  Preferred  Shares  shall be  redeemed  pursuant to Section 5
hereof  or  otherwise  reacquired  by the  Trust,  the  Shares  so  redeemed  or
reacquired  shall  become  authorized  but unissued  Series B Preferred  Shares,
available  for  future  issuance  and  reclassification  by the  Trust or, if so
determined by the Trustees, may be retired and canceled by the Trust.

         9. Restrictions on Transfer.

                  (a)  As  a  condition  to  the  transfer  (including,  without
limitation, any sale, transfer, gift, assignment, devise or other disposition of
Series  B  Preferred   Shares,   whether   voluntary  or  involuntary,   whether
beneficially or of record, and whether effected constructively,  by operation of
law or  otherwise)  and/or  registration  of  transfer of any Series B Preferred
Shares  ("Excess  Series B Preferred  Shares") which could in the opinion of the
Trustees result in

                           (i)  direct or indirect  ownership  (as  defined  in
         Section  5.14  of  the   Declaration)  of  Series  B  Preferred  Shares
         representing  more than 9.8% in  number,  value or voting  power of the
         total Series B Preferred Shares  outstanding  becoming  concentrated in
         the hands of one owner other than an  Excepted  Person (as such term is
         defined in the Declaration),

                           (ii) the outstanding Series B Preferred Shares of the
         Trust being owned by fewer than one hundred twenty (120) persons, or

                           (iii) the  Trust  being  "closely  held"  within  the
         meaning of Section 856(h) of the Internal Revenue Code,

such  potential  owner (a "Proposed  Transferee")  shall file with the Trust the
statement or affidavit  described in Section 5.14(b) of the Declaration no later
than the fifteenth  (15th) day prior to any proposed  transfer,  registration of
transfer or transaction which, if consummated, would have any of the results set
forth above; provided,  however, that the Trustees may waive such requirement of
prior notice upon determination that such waiver is in the best interests of the
Trust.  Subject to Section 5.14(i) of the  Declaration,  the Trustees shall have
the power and right (i) to refuse to transfer or issue Excess Series B Preferred
Shares or share  certificates to any Proposed


                                      -10-
<PAGE>

Transferee whose  acquisition of such Excess Series B Preferred Shares would, in
the  opinion  of the  Trustees,  result  in the  direct or  indirect  beneficial
ownership  of any Excess  Series B  Preferred  Shares by a Person  other than an
Excepted  Person  and (ii) to treat such  Excess  Series B  Preferred  Shares as
having been  transferred not to the Proposed  Transferee but rather to a trustee
for the  benefit  of one or more  Charitable  Beneficiaries  (as  defined in the
Declaration)  selected and  otherwise  as  described  in Section  5.14(c) of the
Declaration.  Any such  trust  shall be deemed to have been  established  by the
holder  of  such  Excess  Series  B  Preferred  Shares  for the  benefit  of the
applicable Charitable  Beneficiary or Charitable  Beneficiaries on the day prior
to the  date  of  the  purported  transfer  to the  Proposed  Transferee,  which
purported transfer shall be void ab initio and the Proposed  Transferee shall be
deemed  never to have  acquired  any  interest in or with  respect to the Excess
Series B Preferred Shares purportedly transferred.

                  (b) Any Excess Series B Preferred  Shares shall  automatically
be deemed to constitute  Excess Shares  (within the meaning of the  Declaration)
and shall be treated  in the manner  prescribed  for Excess  Shares,  including,
without limitation, the provisions set forth in Section 5.14(c) thereof.

                  (c)  Notwithstanding any other provision of the Declaration or
hereof to the contrary,  but subject to Section 5.14(i) of the Declaration,  any
purported  acquisition  of Series B Preferred  Shares  (whether  such  purported
acquisition  results from the direct or indirect  acquisition  or ownership  (as
defined for purposes of the  Declaration)  of Series B Preferred  Shares)  which
would result in the  disqualification  of the Trust as a REIT for federal income
tax purposes shall be null and void.  Any such Series B Preferred  Shares may be
treated by the Trustees in the manner  prescribed  for Excess Series B Preferred
Shares in these  provisions  of the  Series B  Preferred  Shares  and for Excess
Shares in Section 5.14(c) of the Declaration.

                  (d) The  provisions  of this  Section  9 shall  not  limit the
applicability of Section 5.14 of the Declaration to Series B Preferred Shares in
accordance  with the terms thereof,  and the provisions of this Section 9 and of
Section 5.14 of the Declaration  shall not limit the right of the Trust to elect
to redeem  Excess  Series B Preferred  Shares  pursuant to Section  5(b) hereof.
Subject only to Section 5.14(i) of the  Declaration,  nothing  contained in this
Section 9 or in any other provision of the Series B Preferred Shares shall limit
the  authority of the Trustees to take such other action as they deem  necessary
or  advisable  to protect the Trust and the  interests  of the  shareholders  by
preservation  of the Trust's  status as a REIT for federal  income tax purposes.
The provisions of subsections (f) through (i) of Section 5.14 of the Declaration
shall be  applicable to this Section 9 as though (i) the  references  therein to
Section 5.14 of the Declaration  referred instead to this Section 9 and (ii) the
references therein to subsections of Section 5.14 of the Declaration referred to
the comparable provisions of this Section 9.

         10. Severability.  If any preference, right, voting power, restriction,
limitation  as to  dividends  or  other  distributions,  qualification,  term or
condition  of  redemption  or other  term of the  Series B  Preferred  Shares is
invalid, unlawful or incapable of being enforced by reason of any rule of law or
public  policy,  then,  to the extent  permitted by law, all other  preferences,
rights,  voting  powers,  restrictions,  limitations  as to  dividends  or other
distributions,  qualifications,  terms and  conditions of  redemption  and other
terms of the Series B Preferred  Shares  which can be given  effect  without the
invalid, unlawful or unenforceable preference, right, voting power,


                                      -11-
<PAGE>

restriction,  limitation as to dividends or other distributions,  qualification,
term or condition of redemption  or other term of the Series B Preferred  Shares
shall remain in full force and effect and shall not be deemed dependent upon any
invalid, unlawful or unenforceable preference, right, voting power, restriction,
limitation  as to  dividends  or  other  distributions,  qualification,  term or
condition of redemption or other term of the Series B Preferred Shares.

         THIRD:   The  Series  B  Preferred  Shares  have  been  classified  and
designated  by the  Board of  Trustees  under  the  authority  contained  in the
Declaration.

         FOURTH: These Articles Supplementary have been approved by the Board of
Trustees in the manner and by the vote required by law.

         FIFTH:  The  undersigned  President  of the  Trust  acknowledges  these
Articles  Supplementary  to be the trust act of the Trust and, as to all matters
or  facts  required  to  be  verified  under  oath,  the  undersigned  President
acknowledges that, to the best of his knowledge,  information and belief,  these
matters and facts are true in all material  respects and this  statement is made
under the penalties for perjury.





                  (Remainder of Page Intentionally Left Blank)



                                      -12-
<PAGE>




         IN WITNESS  WHEREOF,  HOSPITALITY  PROPERTIES  TRUST has  caused  these
Articles  Supplementary  to be  signed  in its  name  and on its  behalf  by its
Executive Vice President and witnessed by its Secretary on December ___, 2002.

WITNESS:                                        HOSPITALITY PROPERTIES TRUST


__________________________                      By: ____________________________
John G. Murray                                      Thomas M. O'Brien
Secretary                                           Executive Vice President



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>5
<FILENAME>exh4-1.txt
<TEXT>
                                                                     Exhibit 4.1

                             [FRONT OF CERTIFICATE]

     Temporary Certificate-Exchangeable For Definitive Engraved Certificate
                           When Available for Delivery

[Graphic which            HOSPITALITY PROPERTIES TRUST       [Graphic which
contains: Number                                        contains: SHARES ______]
PBT _______]

                              A MARYLAND REAL ESTATE INVESTMENT TRUST

8.875% SERIES B CUMULATIVE                           8.875% SERIES B CUMULATIVE
REDEEMABLE PREFERRED SHARES                          REDEEMABLE PREFERRED SHARES

THIS CERTIFICATE IS TRANSFERABLE IN
BOSTON OR IN NEW YORK CITY                           CUSIP 44106M  40  9

SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION

THIS CERTIFIES THAT
                                 -- SPECIMEN --
IS THE REGISTERED HOLDER OF

FULLY PAID AND  NONASSESSABLE  8.875% SERIES B CUMULATIVE  REDEEMABLE  PREFERRED
SHARES OF BENEFICIAL INTEREST, WITHOUT PAR VALUE, IN

[Superimposed over the following paragraph are the words "Preferred Shares"]

Hospitality  Properties Trust (the "Trust"),  a Maryland Real Estate  Investment
Trust  established  by  Declaration of Trust made as of May 12, 1995, as amended
from time to time, a copy of which,  together with all  amendments  thereto (the
"Declaration"), is on file with the State Department of Assessments and Taxation
of Maryland.  The provisions of the Declaration and the Bylaws of the Trust, and
all  amendments  thereto,  are  hereby  incorporated  in and made a part of this
certificate as fully as if set forth herein in their  entirety,  to all of which
provisions  the holder and every  transferee or assignee  hereof by accepting or
holding the same agrees to be bound.  See reverse  for  existence  of  Trustees'
authority to determine  preferences  and other  rights of  subsequent  series of
shares, and of restriction on transfer provisions governing the shares evidenced
by this  certificate.  This  certificate  and the  shares  evidenced  hereby are
negotiable and  transferable on the books of the Trust by the registered  holder
hereof  in  person  or by its  duly  authorized  agent  upon  surrender  of this
certificate  properly  endorsed  or  assigned  to the  same  extent  as a  stock
certificate and the shares of a Maryland  corporation.  This  certificate is not
valid until countersigned by the Transfer Agent and registered by the Registrar.

Witness the facsimile seal of the Trust and the facsimile signatures of its duly
authorized officers.

Dated:

                                 [Seal of Trust]

            [Pin-printed is the word "SPECIMEN" above each signature]

/s/ Mark L. Kleifges                       /s/ John G. Murray
--------------------                       ------------------
TREASURER                                  PRESIDENT AND CHIEF OPERATING OFFICER

THE DECLARATION OF TRUST PROVIDES THAT THE NAME  "HOSPITALITY  PROPERTIES TRUST"
REFERS TO THE TRUSTEES UNDER THE DECLARATION OF TRUST, COLLECTIVELY AS TRUSTEES,
BUT NOT  INDIVIDUALLY OR PERSONALLY,  AND NO TRUSTEE,  SHAREHOLDER,  EMPLOYEE OR
AGENT  OF THE  TRUST  SHALL  BE  HELD  TO ANY  PERSONAL  LIABILITY,  JOINTLY  OR
SEVERALLY,  IN CONNECTION  WITH THIS  INSTRUMENT.  ALL PERSONS  DEALING WITH THE
TRUST IN ANY WAY SHALL LOOK ONLY TO THE  ASSETS OF THE TRUST FOR  PAYMENT OF ANY
SUM OR PERFORMANCE OF ANY OBLIGATION.

COUNTERSIGNED AND REGISTERED:
EQUISERVE TRUST COMPANY, N.A.
(BOSTON)
TRANSFER AGENT AND REGISTRAR


BY
AUTHORIZED SIGNATURE


<PAGE>



                            [REVERSE OF CERTIFICATE]

                          HOSPITALITY PROPERTIES TRUST
                                IMPORTANT NOTICE

THE TRUST WILL FURNISH TO ANY SHAREHOLDER, ON REQUEST AND WITHOUT CHARGE, A FULL
STATEMENT OF THE INFORMATION  REQUIRED BY SECTION  8-203(d) OF THE  CORPORATIONS
AND  ASSOCIATIONS  ARTICLE OF THE ANNOTATED CODE OF MARYLAND WITH RESPECT TO THE
DESIGNATIONS  AND ANY PREFERENCES,  CONVERSION AND OTHER RIGHTS,  VOTING POWERS,
RESTRICTIONS,   LIMITATIONS   AS   TO   DIVIDENDS   AND   OTHER   DISTRIBUTIONS,
QUALIFICATIONS,  AND TERMS AND  CONDITIONS  OF  REDEMPTION OF THE SHARES OF EACH
CLASS OF BENEFICIAL  INTEREST WHICH THE TRUST HAS AUTHORITY TO ISSUE AND, IF THE
TRUST IS AUTHORIZED  TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN SERIES,  (i) THE
DIFFERENCES IN THE RELATIVE  RIGHTS AND  PREFERENCES  BETWEEN THE SHARES OF EACH
SERIES TO THE EXTENT SET, AND (ii) THE AUTHORITY OF THE BOARD OF TRUSTEES TO SET
SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. THE FOREGOING SUMMARY DOES NOT
PURPORT TO BE  COMPLETE  AND IS  SUBJECT TO AND  QUALIFIED  IN ITS  ENTIRETY  BY
REFERENCE TO THE DECLARATION OF TRUST OF THE TRUST, A COPY OF WHICH WILL BE SENT
WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS. SUCH REQUEST MUST BE MADE TO
THE SECRETARY OF THE TRUST AT ITS PRINCIPAL OFFICE OR TO THE TRANSFER AGENT.

IF NECESSARY TO EFFECT COMPLIANCE BY THE TRUST WITH REQUIREMENTS OF THE INTERNAL
REVENUE CODE RELATING TO REAL ESTATE INVESTMENT TRUSTS,  OWNERSHIP OF THE SHARES
REPRESENTED  BY THIS  CERTIFICATE  MAY BE  RESTRICTED  BY THE TRUST  AND/OR  THE
TRANSFER  THEREOF MAY BE PROHIBITED  ALL UPON THE TERMS AND CONDITIONS SET FORTH
IN THE  DECLARATION  OF TRUST.  THE TRUST WILL  FURNISH A COPY OF SUCH TERMS AND
CONDITIONS TO THE REGISTERED HOLDER OF THIS CERTIFICATE UPON REQUEST AND WITHOUT
CHARGE.

The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall  be  construed  as  though  they  were  written  out in full
according to applicable laws or regulations:

TEN COM - as tenants in common           UNIF GIFT MIN  ACT-_____Custodian______
TEN ENT - as tenants by the entireties                     (Cust)       (Minor)
JT TEN  - as joint tenants with right             under Uniform Gifts to Minors
             or survivorship and not as           Act _________________________
             tenants in common                                    (State)


Additional abbreviations may also be used though not in the above list.

For value received _____________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF NEW OWNER
[BOX] _____________________

________________________________________________________________________________
                       PLEASE PRINT OR TYPEWRITE NAME AND
                 ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE.

________________________________________________________________________________
Shares of Beneficial  Interest  represented  by the within  Certificate,  and do
hereby irrevocably constitute and appoint

_______________________________________________Attorney  to  transfer  the  said
shares on the books of the within-named Trust with full power of substitution in
the premises.


Dated  _______________________________

                           (Sign  here) ___________________________________
                           NOTICE:   THE  SIGNATURE  TO  THIS   ASSIGNMENT  MUST
                           CORRESPOND  WITH THE NAME AS WRITTEN UPON THE FACE OF
                           THE  CERTIFICATE,   IN  EVERY   PARTICULAR,   WITHOUT
                           ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed: _________________________________
                         The   signature(s)     must    be
                         guaranteed   by    an    eligible
                         guarantor   institution   (Banks,
                         Stockbrokers,  Savings  and  Loan
                         Associations  and  Credit  Unions
                         with membership  in  an  approved
                         signature   guarantee   Medallion
                         Program), pursuant to S.E.C. Rule
                         17Ad-15.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8.1
<SEQUENCE>6
<FILENAME>exh8-1.txt
<TEXT>
                                                                     Exhibit 8.1




                                                              December 5, 2002




Hospitality Properties Trust
400 Centre Street
Newton, Massachusetts  02458

Ladies and Gentlemen:

         In connection with the registration by Hospitality  Properties Trust, a
Maryland real estate investment trust (the "Company"), of up to 3,450,000 shares
of its 8.875% Series B  Cumulative  Redeemable  Preferred  Shares (the "Series B
Preferred  Shares"),  the following opinion is furnished to you to be filed with
the  Securities  and  Exchange  Commission  (the  "SEC") as  Exhibit  8.1 to the
Company's  Current  Report on Form 8-K, to be filed  within one week of the date
hereof,  under the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act").

         We have  acted  as  counsel  for the  Company  in  connection  with its
Registration  Statements on Forms S-3, File No. 333-43573 and File No. 333-84064
(the  "Registration  Statements"),  under the Securities Act of 1933, as amended
(the  "Act").  We have  reviewed  originals  or copies,  certified  or otherwise
identified  to  our  satisfaction,   of  corporate  records,   certificates  and
statements of officers and  accountants of the Company and of public  officials,
and such other documents as we have  considered  relevant and necessary in order
to furnish the opinion  hereinafter  set forth. In doing so, we have assumed the
genuineness  of all  signatures,  the legal  capacity  of natural  persons,  the
authenticity  of all documents  submitted to us as originals,  the conformity to
original documents of all documents  submitted to us as certified or photostatic
copies,  and the authenticity of the originals of such documents.  Specifically,
and without limiting the generality of the foregoing,  we have reviewed: (i) the
declaration of trust, as amended, restated and supplemented, and the by-laws, as
amended and  restated,  of the Company;  (ii) the  prospectus  supplement  dated
December 5, 2002 (the  "Prospectus  Supplement") to the final  prospectus  dated
March 20, 2002 (as supplemented by the Prospectus Supplement,  the "Prospectus")
which forms a part of the Registration Statements; and (iii) the sections in the
Company's Form 10-K for the year ended  December 31, 2001 (the "Annual  Report")
captioned "Federal Income Tax  Considerations" and "ERISA Plans, Keogh Plans and
Individual Retirement Accounts."

<PAGE>

Hospitality Properties Trust
December 5, 2002
Page 2


         The opinion set forth below is based upon the Internal  Revenue Code of
1986,  as  amended,  the  Treasury  Regulations  issued  thereunder,   published
administrative  interpretations  thereof,  and judicial  decisions  with respect
thereto,  all as of the date hereof  (collectively,  "Tax  Laws"),  and upon the
Employee  Retirement Income Security Act of 1974, as amended,  the Department of
Labor regulations issued thereunder,  published  administrative  interpretations
thereof,  and judicial decisions with respect thereto, all as of the date hereof
(collectively, "ERISA Laws"). No assurance can be given that the Tax Laws or the
ERISA Laws will not change.  In preparing  the  discussions  with respect to Tax
Laws and ERISA Laws  matters in the  sections  of the  Annual  Report  captioned
"Federal Income Tax Considerations" and "ERISA Plans, Keogh Plans and Individual
Retirement  Accounts",   as  supplemented  by  the  section  of  the  Prospectus
Supplement captioned "Federal Income Tax and ERISA Considerations", we have made
certain assumptions and expressed certain conditions and qualifications therein,
all of which assumptions,  conditions and qualifications are incorporated herein
by  reference.  With  respect to all  questions  of fact on which our opinion is
based,  we  have  assumed  the  initial  and  continuing  truth,   accuracy  and
completeness  of:  (i) the  information  set  forth in the  Annual  Report,  the
Prospectus,  and in the documents  incorporated  therein by reference;  and (ii)
representations made to us by officers of the Company or contained in the Annual
Report or the Prospectus in each such instance without regard to  qualifications
such as "to the best knowledge of" or "in the belief of".

         We have relied upon,  but not  independently  verified,  the  foregoing
assumptions.  If any of the foregoing  assumptions  are inaccurate or incomplete
for any  reason,  if the  transactions  described  in the  Annual  Report or the
Prospectus,  or the  documents  incorporated  therein  by  reference,  have been
consummated  in a  manner  that is  inconsistent  with the  manner  contemplated
therein, or if the issuance of the Series B Preferred Shares is consummated in a
manner  that is  inconsistent  with the manner in which it is  described  in the
Prospectus, our opinion as expressed below may be adversely affected and may not
be relied upon.

         Based upon and subject to the foregoing, we are of the opinion that the
discussions  with  respect to Tax Laws and ERISA Laws matters in the sections of
the Annual  Report  captioned  "Federal  Income Tax  Considerations"  and "ERISA
Plans, Keogh Plans and Individual Retirement  Accounts",  as supplemented by the
section in the Prospectus  Supplement  captioned  "Federal  Income Tax and ERISA
Considerations",  in all material respects are accurate and fairly summarize the
Tax Laws issues and ERISA Laws issues addressed therein, and hereby confirm that
the opinions of counsel  referred to in said sections  represent our opinions on
the subject matter thereof.

         Our  opinion  above is  limited  to the  matters  specifically  covered
hereby, and we have not been asked to address, nor have we addressed,  any other
matters or any other  transactions.  Further,  we disclaim  any  undertaking  to
advise you of any  subsequent  changes of the  matters  stated,  represented  or
assumed herein or any subsequent changes in the Tax Laws or ERISA Laws.

<PAGE>

Hospitality Properties Trust
December 5, 2002
Page 3


         We hereby consent to the  incorporation of this opinion by reference as
an exhibit to the  Registration  Statements  and to the reference to our firm in
the  Prospectus.  In giving such  consent,  we do not thereby admit that we come
within the category of persons whose consent is required  under Section 7 of the
Act or under the rules and regulations of the SEC promulgated thereunder.

                                                   Very truly yours,

                                                   /s/ Sullivan & Worcester LLP
                                                   SULLIVAN & WORCESTER LLP






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>7
<FILENAME>exh12-1.txt
<TEXT>
                                                                    Exhibit 12.1

<TABLE>
<CAPTION>
                                                    Hospitality Properties Trust
                                          Computation of Ratio of Earnings to Fixed Charges
                                                (in thousands, except ratio amounts)




                                      Nine Months Ended
                                        September 30,                                 Year Ended December 31,
                                  --------------------------    -------------------------------------------------------------------
                                     2002           2001          2001          2000          1999           1998           1997
                                     ----           ----          ----          ----          ----           ----           ----

<S>                               <C>            <C>            <C>           <C>           <C>            <C>           <C>
Net income before extraordinary
item                                $105,066      $  94,790      $131,956      $126,271      $111,929        $87,982       $59,153
Fixed charges                         32,005         31,248        41,312        37,682        37,352         21,751        15,534
                                  -----------    -----------    ----------    ----------    ----------     ----------    ----------
Adjusted earnings                   $137,071       $126,038      $173,268      $163,953      $149,281       $109,733       $74,687
                                  ===========    ===========    ==========    ==========    ==========     ==========    ==========


Fixed Charges:
     Interest on indebtedness
     and amortization of
     deferred finance costs          $32,005        $31,248       $41,312       $37,682       $37,352        $21,751       $15,534
                                  -----------    -----------    ----------    ----------    ----------     ----------    ----------

Total fixed charges                  $32,005        $31,248       $41,312       $37,682       $37,352        $21,751       $15,534
                                  ===========    ===========    ==========    ==========    ==========     ==========    ==========

Ratio of Earnings to Fixed
Charges                                 4.28x          4.03x         4.19x         4.35x         4.00x          5.04x         4.81x
                                  ===========    ===========    ==========    ==========    ==========     ==========    ==========
</TABLE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.2
<SEQUENCE>8
<FILENAME>exh12-2.txt
<TEXT>



                                                                    Exhibit 12.2

<TABLE>
<CAPTION>
                                                    Hospitality Properties Trust
                       Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Distributions
                                                (in thousands, except ratio amounts)






                                      Nine Months Ended
                                        September 30,                               Year Ended December 31,
                                  -------------------------   -------------------------------------------------------------------
                                    2002           2001         2001           2000          1999          1998           1997
                                    ----           ----         ----           ----          ----          ----           ----

<S>                               <C>           <C>           <C>            <C>           <C>           <C>            <C>
Net income before extraordinary
item                               $105,066      $  94,790     $131,956       $126,271      $111,929       $87,982       $59,153
Fixed charges                        32,005         31,248       41,312         37,682        37,352        21,751        15,534
                                  ----------    -----------   ----------     ----------    ----------    ----------     ---------
Adjusted earnings                  $137,071       $126,038     $173,268       $163,953      $149,281      $109,733       $74,687
                                  ==========    ===========   ==========     ==========    ==========    ==========     =========


Fixed Charges and Preferred
Distributions:
     Interest on indebtedness
     and amortization of
     deferred finance costs         $32,005        $31,248      $41,312        $37,682       $37,352       $21,751       $15,534
     Preferred distributions          5,344          5,344        7,125          7,125         5,106            --            --
                                  ----------    -----------   ----------     ----------    ----------    ----------     ---------

Combined Fixed Charges and
Preferred Distributions             $37,349        $36,592      $48,437        $44,807       $42,458       $21,751       $15,534
                                  ==========    ===========   ==========     ==========    ==========    ==========     =========

Ratio of Earnings to Combined
Fixed Charges and Preferred
Distributions                          3.67x          3.44x        3.58x          3.66x         3.52x         5.04x         4.81x
                                  ==========    ===========   ==========     ==========    ==========    ==========     =========
</TABLE>




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