                                                                     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

