10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K/A

AMENDMENT NO. 2

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-15319

SENIOR HOUSING PROPERTIES TRUST

Maryland	04-3445278
(State of Organization)	(IRS Employer Identification No.)
400 Centre Street, Newton, Massachusetts 02458
617-796-8350
Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Name of each exchange on which registered
Common Shares of Beneficial Interest	New York Stock Exchange
Trust Preferred Securities of SNH Capital Trust I	New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No o

The aggregate market value of the voting shares of the registrant held by non-affiliates was $901.0 million based on the $16.79 closing price per common share on the New York Stock Exchange on June 30, 2004. For purposes of this calculation, 9,660,738 common shares of beneficial interest, $0.01 par value, held by HRPT Properties Trust and an aggregate of 165,649 common shares held directly or by affiliates of the trustees and officers of the registrant have been included in the number of shares held by affiliates.

Number of the registrant’s common shares outstanding as of March 3, 2005: 68,495,908.

In this Amendment No. 2 to Annual Report on Form 10-K, the terms “SNH”, “Senior Housing”, “the Company”, “we”, “us” and “our” include Senior Housing Properties Trust and its consolidated subsidiaries unless otherwise expressly stated or the context otherwise requires.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

We are filing this Amendment No. 2 to our Annual Report to further amend Item 15 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed with the Securities and Exchange Commission, or Commission, on March 9, 2005, as amended by Amendment No. 1 to Annual Report filed with the Commission on March 16, 2005. The amendment is made to update the summary financial information provided regarding Sunrise Senior Living, Inc. for its fiscal years ended December 31, 2002, 2003 and 2004, based on that company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2004, filed with the Commission on March 16, 2005. The information contained on Page F-1/A to this Form 10-K/A supersedes in its entirety the information contained on Page F-1/A to the Amendment No. 1 to Annual Report referred to above. The summary financial information is the same as we reported in that Amendment No. 1, except to reflect Sunrise’s reclassification of certain 2002 operating revenues to conform to its 2004 presentation.

In addition, we are filing or furnishing, as indicated in this Form 10-K/A, as exhibits certain currently dated certifications.

This amendment is limited in scope to the summary financial information described above and does not amend, update, or change any other items or disclosures contained in the Annual Report.  Accordingly, all other items that remain unaffected are omitted in this filing. Except as described in the preceding paragraphs, we do not purport by this Form 10-K/A to update any of the information contained in the Annual Report.

Item 15. Exhibits and Financial Statement Schedules

(a) Index to Financial Statements and Financial Statement Schedules

		Page
1.	The following consolidated financial statements and financial statement schedule of Senior   Housing Properties Trust are included on the pages indicated:
	Reports of Ernst & Young LLP, Independent Registered Public Accounting Firm	F-1
	Consolidated Balance Sheet as of December 31, 2004 and 2003	F-3
	Consolidated Statement of Income for each of the three years in the period ended December 31, 2004	F-4
	Consolidated Statement of Shareholders’ Equity for each of the three years in the period ended December 31, 2004	F-5
	Consolidated Statement of Cash Flows for each of the three years in the period ended December 31, 2004	F-6
	Notes to Consolidated Financial Statements	F-8
	Schedule III – Real Estate and Accumulated Depreciation as of December 31, 2004	S-1
2.	Summary audited financial information for Sunrise Senior Living Services, Inc.	F-1/A

All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions, or are inapplicable, and therefore have been omitted.

(b) Exhibits

The following exhibits are filed or furnished with this Form 10-K/A:

Exhibit Number		Description
31.1	Certification Required by Rule 13a-14(a) / 15d – 14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
31.2	Certification Required by Rule 13a-14(a) / 15d – 14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
31.3	Certification Required by Rule 13a-14(a) / 15d – 14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
31.4	Certification Required by Rule 13a-14(a) / 15d – 14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
32.1	Certification Pursuant to 18 U.S.C. Sec 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Furnished herewith.)

Summary Financial Information of Sunrise Senior Living, Inc.

The following table presents summary audited financial information for Sunrise Senior Living, Inc., or Sunrise, for its fiscal years ended December 31, 2002, 2003 and 2004, as reported in its Annual Report on Form 10-K for the fiscal year ended December 31, 2004. Reference is made to Item 1 of our Annual Report on Form 10-K for our fiscal year ended December 31, 2004 for additional information with respect to Sunrise.

Summary Financial Information of Sunrise Senior Living, Inc.

(in thousands)

	As of or for the year ended
	December 31, 2004	December 31, 2003	December 31, 2002
Operating revenue(1)	$1,461,924	$1,108,540	$427,689
Net income	50,687	62,178	54,661
Total assets	1,085,714	1,009,798	1,116,151
Long-term debt, less current maturities	156,402	178,383	427,554
Shareholders’ equity	523,518	490,276	465,818

⁽¹⁾ As noted above, the information with respect to Sunrise’s fiscal year ended December 31, 2002 is as reported by Sunrise in its Annual Report on Form 10-K for its fiscal year ended December 31, 2004. In its Annual Report on Form 10-K for its fiscal year ended December 31, 2003, Sunrise reported $505,912 of operating revenue for its fiscal year ended December 31, 2002. Note 2 to Item 6 of Sunrise’s Annual Report on Form 10-K for its fiscal year ended December 31, 2004, relating to operating revenues, and Note 2 to Sunrise’s Consolidated Financial Statements contained in that report state that Sunrise reclassified certain balances to conform with the 2004 presentation.

References in this report to Annual Reports on Form 10-K for Sunrise are included as textual references only, and the information in such Annual Reports is not incorporated by reference into this report.

F-1/A

SIGNATURES

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

SENIOR HOUSING PROPERTIES TRUST

By:	/s/ David J. Hegarty
	David J. Hegarty
	President and Chief Operating Officer
	Dated: March 17, 2005

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13A-14(A) AND 15D-14(A)

I, Barry M. Portnoy, certify that:

1. I have reviewed this Amendment No. 2 to Annual Report on Form 10-K of Senior Housing Properties Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; and

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

Date: March 17, 2005	/s/ Barry M. Portnoy
	Barry M. Portnoy Managing Trustee

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13A-14(A) AND 15D-14(A)

I, Gerard M. Martin, certify that:

1. I have reviewed this Amendment No. 2 to Annual Report on Form 10-K of Senior Housing Properties Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; and

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

Date: March 17, 2005	/s/ Gerard M. Martin
	Gerard M. Martin Managing Trustee

EX-31.3

Exhibit 31.3

CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13A-14(A) AND 15D-14(A)

I, David J. Hegarty, certify that:

1. I have reviewed this Amendment No. 2 to Annual Report on Form 10-K of Senior Housing Properties Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; and

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

Date: March 17, 2005	/s/ David J. Hegarty
	David J. Hegarty President and Chief Operating Officer

EX-31.4

Exhibit 31.4

CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13A-14(A) AND 15D-14(A)

I, John R. Hoadley, certify that:

1. I have reviewed this Amendment No. 2 to Annual Report on Form 10-K of Senior Housing Properties Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; and

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

Date: March 17, 2005	/s/ John R. Hoadley
	John R. Hoadley Treasurer and Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification Pursuant to 18 U.S.C. Sec. 1350

(Section 906 of the Sarbanes – Oxley Act of 2002)

_____________________________________________________

In connection with the filing by Senior Housing Properties Trust (the “Company”) of the Amendment No. 2 to the Annual Report on Form 10-K for the period ending December 31, 2004 (the “Report”), each of the undersigned hereby certifies, to the best of his knowledge:

	1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
	2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Barry M. Portnoy			/s/ David J. Hegarty
Barry M. Portnoy			David J. Hegarty
Managing Trustee			President and Chief Operating Officer
/s/ Gerard M. Martin			/s/ John R. Hoadley
Gerard M. Martin			John R. Hoadley
Managing Trustee			Treasurer and Chief Financial Officer