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): November 1, 1999
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                                 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
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Item 5.  Other Events.
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         On November 1, 1999, MGI Properties (NYSE: MGI) (the "Trust") announced
that the Trust completed the sales of three properties for an aggregate purchase
price of $19.8  million,  which included $11.4 million of debt assumed by one of
the  purchasers.  The Trust also announced that management  currently  estimates
that  substantially all of Trust's remaining  properties are expected to be sold
within three to six months,  although no assurances can be given. The Trust also
announced that the Trust's Board of Trustees  declared a  distribution  of $4.50
payable on November 23, 1999 to shareholders of record on November 15, 1999. For
additional  information,  reference  is  made  to  the  news  release  which  is
incorporated herein by reference and is attached hereto as Exhibit 99.1.

Item 7.  Financial Statements, Pro Forma Financial Information and
         Exhibits.
         ---------------------------------------------------------

         (c) Exhibits
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         Exhibit No.                                 Exhibit
         -----------                                 -------

           99.1            Press Release dated November 1, 1999.


                                       -2-



                                   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: November 4, 1999              By:/s/ Phillip C. Vitali
                                            ------------------------------------
                                            Name:  Phillip C. Vitali
                                            Title: Executive Vice President
                                                     and Treasurer
                                                   (Principal Financial and
                                                    Accounting Officer)


                                       -3-


                                  EXHIBIT INDEX
                                  -------------

99.1              Press Release dated November 1, 1999.

EX-99.1

                             FOR IMMEDIATE RELEASE

                                             November 1, 1999

MGI  PROPERTIES  ("MGI")
ANNOUNCES  ADDITIONAL  PROPERTY  SALES;
DECLARES  LIQUIDATING  DISTRIBUTION  OF  $4.50  PER  SHARE

Property Sales

            BOSTON, MASSACHUSETTS . . . . W. Pearce Coues, Chairman of the Board
of Trustees,  today  announced that MGI Properties  (NYSE:MGI) has completed the
sales of three  properties for an aggregate $19.8 million,  which included $11.4
million of debt assumed by one of the  purchasers.  The properties sold were the
Trust's remaining  apartment  complex in Harrison  Township,  Michigan,  and two
office buildings in Greenville, South Carolina. Following these sales, Mr. Coues
noted that MGI's remaining real estate portfolio  consists of eight  properties,
two of which are under agreement to be sold. The sales agreements are subject to
the customary terms and conditions for transactions of this type,  including the
respective purchaser's satisfactory completion of due diligence, engineering and
environmental  inspections,  and approval of titles and surveys. These sales are
expected to close later this year,  although  there can be no assurance that any
of them will be successfully completed. Management currently estimates, based on
the  present  status  of  MGI's  sales  effort,  that  substantially  all of the
properties will be sold within three to six months;  however,  no assurances can
be made as to the  amounts to be  realized  from  remaining  sales or the actual
timing of such sales and subsequent distributions.

Distribution
The Board of Trustees has  declared a  distribution  of $4.50 per share  payable
November 23, 1999 to shareholders of record at the close of business on November
15,   1999.   Since  the  October  14,  1998   liquidation   vote,   liquidating
distributions,  inclusive  of the  $4.50,  will total  $24.16 per share.  Future
distribution  dates  will  be  determined  by  the  Trustees  based  upon  funds
available,  net proceeds  realized from remaining  property sales, the timing of
such sales,  the level of reserves deemed  necessary or  appropriate,  and other
considerations.

                                     # # #

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  with  respect  to the  Plan of  Liquidation  (and the  actual  results
thereof),  including the possibility of litigation  pertaining thereto;  the net
realizable  value  of and the  timing  of the  sales  of the  Trust's  remaining
properties  during  the  course of the  liquidation;  the  amount  and timing of
liquidating distributions;  changes in national and local economic and financial
market conditions, as well as those factors set forth in MGI's Form 10-K for the
year ended November 30, 1998,  including those set forth under  "Forward-Looking
Statements,"  "Other" and Item 1 - "Adoption  of  Liquidation  Plan," and in its
most recently filed Form 10-Q.