8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    Form 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): OCTOBER 14, 1998


                                 MGI PROPERTIES
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             (Exact name of registrant as specified in its charter)


    MASSACHUSETTS                   1-6833           04-6268740
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(State or other jurisdiction   (Commission       (IRS Employer
     of incorporation)         File Number)   Identification No.)


                ONE WINTHROP SQUARE, BOSTON, MASSACHUSETTS 02110
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                    (Address of Principal Executive Offices)


Registrant's telephone number, including area code: (617) 422-6000




Item 5.  OTHER EVENTS.

                  On October 14, 1998, the shareholders of MGI Properties (NYSE:
MGI) (the "Trust")  approved a plan of complete  liquidation  and termination of
the Trust (the  "Plan").  The  shareholders  also  approved an  amendment to the
Trust's  Declaration of Trust  authorizing the Trustees to effect property sales
pursuant to the liquidation without further shareholder action.  There can be no
assurance  with  respect to the  results  that may or may not be achieved in the
implementation  of the Plan or the net realizable  value upon liquidation of the
Trust's properties.
                  On June 18, 1998, the Trust publicly  announced that its Board
of  Trustees  had  decided  to  undertake  a review  of  strategic  alternatives
available  to the Trust to  maximize  shareholder  value,  including  a possible
liquidation  of the  Trust's  properties.  On  August  12,  1998,  the  Trustees
authorized  the  submission  of the Plan to the Trust's  shareholders  for their
approval.
                  For  additional  information,  reference  is made to the  news
release  which is  incorporated  herein by reference  and is attached  hereto as
Exhibit 99.1.
                  This  Current  Report  on Form  8-K  contains  forward-looking
statements  within the meaning of Section 27A of the  Securities Act of 1933 and
Section  21E of the  Securities  Exchange  Act of  1934.  These  forward-looking
statements are dependent on a number of factors which could cause actual results
to differ  materially  from those  expressed  or implied in the  forward-looking
statements. Such factors include, among other things, the risks of future action
or

                                       -2-


inaction by the Board of Trustees (and the actual results  thereof) with respect
to the Plan (including the possibility of litigation  pertaining  thereto),  the
net realizable value of the properties in the event the Plan is implemented, the
effects  of  financial  market  conditions  and  general  economic   conditions,
maintaining the current occupancy and rent levels at the properties,  as well as
those risk  factors  set forth in the Proxy  Statement  relating  to the Trust's
special  meeting on October 14, 1998 and under  "Forward-Looking  Statements" in
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations in the Trust's Form 10-K for the year ended  November 30, 1997 and in
its most recent report on Form 10-Q.

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

         (C) EXHIBITS


         EXHIBIT NO.                         EXHIBIT

           99.1                     News Release of MGI Properties dated
                                    October 14, 1998.


                                       -3-


                                   SIGNATURES


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


                                            MGI PROPERTIES
                                            (Registrant)



Dated: October 15, 1998                     By: /s/ Phillip C. Vitali
                                               --------------------------------
                                               Name:  Phillip C. Vitali
                                               Title: Executive Vice President
                                                      and Treasurer
                                                      (Chief Financial Officer)





                                       -4-


                                  EXHIBIT INDEX


99.1              News Release of MGI Properties dated October 14, 1998.

EX-99.1

FOR IMMEDIATE RELEASE

October 14, 1998


SHAREHOLDERS  OF  MGI  PROPERTIES  ("MGI")
APPROVE  PLAN  OF  LIQUIDATION


            BOSTON,  MASSACHUSETTS . . . . MGI Properties (NYSE:MGI),  announced
today  that  its  shareholders  approved  a plan  of  complete  liquidation  and
termination  of the Trust  (the  "Plan").  The  shareholders  also  approved  an
amendment  to MGI's  Declaration  of Trust  authorizing  the  Trustees to effect
property sales pursuant to the liquidation without further shareholder action.

            On June 18, 1998,  the Trust  publicly  announced  that its Board of
Trustees had decided to undertake a review of strategic  alternatives  available
to the Trust to maximize shareholder value,  including a possible liquidation of
the  Trust's  properties.  On August  12,  1998,  the  Trustees  authorized  the
submission of the Plan to shareholders for their approval.




                                      # # #



FOR FURTHER INFORMATION CONTACT:
Phillip C. Vitali, Executive Vice President and Treasurer (617) 422-6000

            THIS PRESS RELEASE CONTAINS  FORWARD-LOOKING  STATEMENTS  WITHIN THE
MEANING OF SECTION  27A OF THE  SECURITIES  ACT OF 1933 AND  SECTION  21E of the
Securities Exchange Act of 1934. These forward-looking  statements are dependent
on a number of factors  which could cause  actual  results to differ  materially
from those expressed or implied in the forward-looking  statements. Such factors
include, among other things, the risks of future action or inaction by the Board
of Trustees (and the actual results  thereof) with respect to the subject matter
of  the  foregoing  Press  Release  (including  the  possibility  of  litigation
pertaining thereto); the net realizable value of the properties in the event the
plan of liquidation is implemented;  the effects of financial market  conditions
and general  economic  conditions;  maintaining  the current  occupancy and rent
levels  at the  properties;  as well as  those  Risk  Factors  set  forth  under
"Forward-Looking   Statements,"  in  Management's  Discussion  and  Analysis  of
Financial  Condition  and Results of  Operations in MGI's Form 10-K for the year
ended November 30, 1997 and in its most recent report on Form 10-Q.