S-3/A

                               Registration No. 33-53173              
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
   
AMENDMENT NO. 1
TO
    
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________

HEALTH AND REHABILITATION PROPERTIES TRUST
(Exact name of registrant as specified in its charter)

                MARYLAND                    04-6558834
      (State or other jurisdiction       (I.R.S. Employer 
    of incorporation or organization) Identification Number)

400 CENTRE STREET, NEWTON, MASSACHUSETTS  02158
(617) 332-3990
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Mark J. Finkelstein
400 Centre Street
Newton, Massachusetts  02158
(617) 332-3990
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
____________________
Copies to:

LENA G. GOLDBERG, ESQ.
Sullivan & Worcester
One Post Office Square
Boston, Massachusetts  02109
_________________________

Approximate date of commencement  
of proposed  sale to the public:
As soon as practicable after the effective date of this
Registration Statement.

If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box. [ ]

If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or reinvestment plans, please
check the following box. [X]

The registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date
until the registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.

Information contained herein is subject to completion or
amendment.  A registration statement relating to these securities
has been filed with the Securities and Exchange Commission. 
These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective.  This prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there by any
sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
   

                      SUBJECT TO COMPLETION
           PRELIMINARY PROSPECTUS, DATED JUNE__, 1994
    
PROSPECTUS
           HEALTH AND REHABILITATION PROPERTIES TRUST

                          $345,000,000

    Debt Securities, Preferred Shares of Beneficial Interest,
 Common Shares of Beneficial Interest and Common Share Warrants


     Health and Rehabilitation Properties Trust (the "Company" or
"HRP") may from time to time offer in one or more series (i) its
unsecured debt securities (the "Debt Securities"), (ii) its
preferred shares of beneficial interest, par value $.01 per share
(the "Preferred Shares"), (iii) its common shares of beneficial
interest, par value $.01 per share (the "Common Shares"), or (iv)
warrants to purchase Common Shares (the "Common Share Warrants"),
with an aggregate public offering price of up to $345,000,000  on
terms to be determined at the time of offering.  The Debt
Securities, Preferred Shares, Common Shares and Common Share
Warrants (collectively, the "Offered Securities") may be offered,
separately or together, in separate series in amounts, at prices
and on terms to be set forth in a supplement to this Prospectus
(a "Prospectus Supplement").

     The specific terms of the Offered Securities in respect of
which this Prospectus is being delivered will be set forth in the
applicable Prospectus Supplement and will include, where
applicable: (i) in the case of Debt Securities, the specific
title, aggregate principal amount, currency, form (which may be
registered or bearer, or certificated or global), authorized
denominations, maturity, rate (or manner of calculation thereof)
and time of payment of interest, terms for redemption at the
option of the Company or repayment at the option of the Holder,
terms for sinking fund payments, terms for conversion into
Preferred Shares or Common Shares, terms for subordination  to
other indebtedness of the Company, and any initial public
offering price; (ii) in the case of Preferred Shares, the
specific title and stated value, any dividend, liquidation,
redemption, conversion, voting and other rights, and any initial
public offering price; (iii) in the case of Common Shares, any
initial public offering price; and (iv) in the case of Common
Share Warrants, the duration, offering price, exercise price and
detachability.  In addition, such specific terms may include
limitations on direct or beneficial ownership and restrictions on
transfer of the Offered Securities, in each case as may be
appropriate to preserve the status of the Company as a real
estate investment trust ("REIT") for federal income tax purposes.

     The applicable Prospectus Supplement will also contain
information, where applicable, about certain United States
federal income tax considerations relating to, and any listing on
a securities exchange of, the Offered Securities covered by such
Prospectus Supplement.

     The Offered Securities may be offered directly, through
agents designated from time to time by the Company, or to or
through underwriters or dealers.  If any agents or underwriters
are involved in the sale of any of the Offered Securities, their
names, and any applicable purchase price, fee, commission or
discount arrangement between or among them, will be set forth, or
will be calculable from the information set forth, in the
applicable Prospectus Supplement.  See "Plan of Distribution". 
No Offered Securities may be sold without delivery of the
applicable Prospectus Supplement describing the method and terms
of the offering of such series of Offered Securities.
                     ______________________

     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED 
        BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY 
       STATE SECURITIES COMMISSION NOR HAS THE SECURITIES 
         AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
     COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
      PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A
                        CRIMINAL OFFENSE.
                     ______________________

       THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS 
    NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING.  
         ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
                     ______________________

      The date of this Prospectus is _____________,  1994.

                      AVAILABLE INFORMATION

     The Company has filed with the Securities and Exchange
Commission (the "Commission") in Washington, D.C., a registration
statement on Form S-3 (together with all exhibits, schedules and
amendments thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Offered Securities. This Prospectus, which is a
part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement.  Statements
in this Prospectus as to the contents of any contract or other
document are not necessarily complete, and in each instance
reference is made to the copy of such contract or other document
filed as an exhibit to the Registration Statement, each such
statement being qualified in all respects by such reference and
the exhibits and schedules thereto.  For further information
concerning the Company and the Offered Securities, reference is
made to the Registration Statement. Copies of the Registration
Statement may be obtained from the Commission at its principal
office in Washington, D.C. upon payment of the prescribed fee.

     The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, files reports and other
information with the Commission.  The Registration Statement, the
exhibits and schedules forming a part thereof and the reports,
proxy statements and other information filed by the Company with
the Commission can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary
Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the following regional offices of the Commission: Chicago
Regional Office, Suite 1400, 500 West Madison Street, Chicago,
Illinois 60661-2511; and New York Regional Office, Seven World
Trade Center, New York, New York 10048.  Copies of such material
can be obtained at prescribed rates from the Public Reference
Section of the Commission at its principal office at 450 Fifth
Street, N.W., Washington, D.C. 20549. In addition, reports, proxy
material and other information concerning the Company may be
inspected at the offices of The New York Stock Exchange ("NYSE"),
20 Broad Street, New York, New York 10005.

         INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
   
     The following documents, which have been filed with the
Commission pursuant to the Exchange Act, are hereby incorporated
in this Prospectus and specifically made a part hereof by
reference: (i) the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993, as amended; (ii) the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994; and (iii) the Company's Registration Statement on
Form 8-A dated November 8, 1986, as amended by Form 8 dated July
30, 1991.  The consolidated financial statements of Greenery
Rehabilitation Group, Inc. ("Greenery"), Commission file number
1-10577, at and for the fiscal year ended September 30, 1993, are
incorporated herein by reference from Greenery's Annual Report on
Form 10-K for the fiscal year ended September 30, 1993; the
consolidated financial statements of Horizon Healthcare
Corporation ("Horizon"), Commission file number 1-9369, at and
for the periods ended May 31, 1993 and February 28, 1994, are
incorporated herein by reference from Horizon's Annual Report on
Form 10-K/A - Amendment No. 3 for the fiscal year ended May 31,
1993, dated October 5, 1993, and Quarterly Report on Form 10-Q
for the nine months ended February 28, 1994; the consolidated
financial statements of GranCare, Inc. ("GranCare"), Commission
file number 1-19571, at and for the year ended December 31, 1993
and the quarter ended March 31, 1994 are incorporated herein by
reference from GranCare's Annual Report on Form 10-K for the year
ended December 31, 1993 and its Quarterly Report on Form 10-Q for
the quarter ended March 31, 1994, respectively; and the
consolidated financial statements of Marriott International, Inc.
("Marriott"), Commission file number 1-12188, at and for the
fiscal year ended December 31, 1993 and the quarter ended March
25, 1994 are incorporated herein by reference from Marriott's
Annual Report on Form 10-K for the year ended December 31, 1993 and
its Quarterly Report on Form 10-Q for the quarter ended March 25,
1994, respectively.  All documents filed by the Company pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the
termination of the offering of the Offered Securities shall be
deemed to be incorporated by reference into this Prospectus and
to be a part hereof from the respective dates of filing of such
documents.  Any statement contained herein or in a document
incorporated or deemed to be incorporated herein by reference
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein (or in
the applicable Prospectus Statement), or in any other
subsequently filed document that also is or is deemed to be
incorporated herein by reference, modifies or supersedes such
statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Prospectus.
    
     The Company will provide without charge to each person to
whom this Prospectus is delivered, upon the written or oral
request of such person, a copy of any and all of the information
that has been incorporated by reference in this Prospectus
(excluding exhibits unless such exhibits are specifically
incorporated by reference into the information that this
Prospectus incorporates). Requests for such copies should be made
to the Company at its principal executive offices, 400 Centre
Street, Newton, Massachusetts 02158, Attention: Investor
Relations, telephone (617) 332-3990.

                           THE COMPANY
   
     The Company is a real estate investment trust ("REIT") which
invests primarily in retirement communities, assisted living
centers, nursing homes and other long term care facilities.  The
Company recently agreed to acquire 14 retirement communities (the
"Marriott Properties") leased to and operated by a subsidiary of
Marriott International, Inc. (including its subsidiaries,
"Marriott") for $320 million (the "Marriott Transaction").  The
Marriott Properties will be acquired subject to the existing
leases which are fully guaranteed by Marriott.  The Marriott
Properties contain a total of 3,952 residences or beds and are
located in seven states.  Upon completion of the Marriott
Transaction: Marriott will be the Company's largest single tenant
and will operate 38% of the Company's investment portfolio of
properties; the Company will have gross real estate investments
totalling $834 million, in 154 properties, located in 29 states
and operated by 37 separate companies; approximately 70% of the
Company's total investments will be in properties operated by
seven NYSE listed companies; and 97% of the Company's investments
will be in retirement communities, assisted living centers,
nursing homes and other long term care facilities.
    
                         USE OF PROCEEDS

     Unless otherwise described in the applicable Prospectus
Supplement, the Company intends to use the net proceeds from the
sale of the Offered Securities for general corporate purposes,
which may include the acquisition of, or other investments in,
retirement communities, assisted living centers, nursing homes,
other long term care facilities or other healthcare or healthcare
related properties, and the repayment of indebtedness outstanding
at such time.  If Offered Securities are sold prior to the
closing of the Marriott Transaction, all or a portion of the net
proceeds from the sale of Offered Securities will be used to fund
the Marriott Transaction.  If the Marriott Transaction is
consummated prior to the sale of Offered Securities and the
Company utilizes borrowings to fund the Marriott Transaction, all
or a portion of the net proceeds from the sale of Offered
Securities will be used to repay amounts outstanding under such
borrowings, and/or to reduce amounts outstanding under the
Company's credit facilities or for working capital and other
general corporate purposes.  In the event that the Marriott
Transaction is not consummated by the Company, net proceeds from
the sale of Offered Securities will be used to reduce amounts
outstanding under the Company's revolving credit facility or for
working capital or other general corporate purposes.  Pending
utilization as set forth above, the proceeds from the sale of the
Offered Securities will be invested in short term investments,
including repurchase agreements.  Such investments may not be
investment grade.

                 DESCRIPTION OF DEBT SECURITIES
   
     The Debt Securities are to be issued under an Indenture, to
be dated as of June 1, 1994, as amended or supplemented from time
to time (the "Indenture"), between the Company and Shawmut Bank,
N.A., as Trustee (the "Trustee").  The Indenture has been filed
as an exhibit to the Registration Statement of which this
Prospectus is a part and is available for inspection at the
corporate trust office of the Trustee at One Federal Street,
Boston, Massachusetts or as described above under "Available
Information".  The Indenture is subject to, and governed by, the
Trust Indenture Act of 1939, as amended (the "TIA").  The
statements made hereunder relating to the Indenture and the Debt
Securities to be issued thereunder are summaries of certain
provisions thereof and do not purport to be complete and are
subject to, and are qualified in their entirety by reference to,
all provisions of the Indenture and such Debt Securities.  All
section references appearing herein are to sections of the
Indenture, and capitalized terms used but not defined herein
shall have the respective meanings set forth in the Indenture.
    
General

     The Debt Securities will be direct, unsecured obligations of
the Company.  Except for any series of Debt Securities which is
specifically subordinated to other indebtedness of the Company,
the Debt Securities will rank equally with all other unsecured
and unsubordinated indebtedness of the Company.  The Indenture
provides that the Debt Securities may be issued without limit as
to aggregate principal amount, in one or more series, in each
case as established from time to time in or pursuant to authority
granted by a resolution of the Board of Trustees of the Company
or as established in one or more indentures supplemental to the
Indenture.  All Debt Securities of one series need not be issued
at the same time and, unless otherwise provided, a series may be
reopened, without the consent of the Holders of the Debt
Securities of such series, for issuances of additional Debt
Securities of such series (Section 301).

     The Indenture provides that there may be more than one
Trustee thereunder, each with respect to one or more series of
Debt Securities.  Any Trustee under the Indenture may resign or
be removed with respect to one or more series of Debt Securities,
and a successor Trustee may be appointed to act with respect to
such series (Section 608).  In the event that two or more persons
are acting as Trustee with respect to different series of Debt
Securities, each such Trustee shall be a trustee of a trust under
the Indenture separate and apart from the trust administered by
any other Trustee (Section 609), and, except as otherwise
indicated herein, any action described herein to be taken by the
Trustee may be taken by each such Trustee with respect to, and
only with respect to, the one or more series of Debt Securities
for which it is Trustee under the Indenture.

     Reference is made to the Prospectus Supplement relating to
the series of Debt Securities being offered for the specific
terms thereof, including:

     (1)  the title of such Debt Securities;

     (2)  the aggregate principal amount of such Debt Securities
          and any limit on such aggregate principal amount;

     (3)  the percentage of the principal amount at which such
          Debt Securities will be issued and, if other than the
          principal amount thereof, the portion of the principal
          amount thereof payable upon declaration of acceleration
          of the maturity thereof, or (if applicable) the portion
          of the principal amount of such Debt Securities which
          is convertible into Common Shares or Preferred Shares,
          or the method by which any such portion shall be
          determined;

     (4)  if convertible, in connection with the preservation of
          the Company's status as a REIT, any applicable
          limitations on the ownership or transferability of the
          Common Shares or Preferred Shares into which such Debt
          Securities are convertible;

     (5)  the date or dates, or the method for determining such
          date or dates, on which the principal of such Debt
          Securities will be payable;

     (6)  the rate or rates (which may be fixed or variable), or
          the method by which such rate or rates shall be
          determined, at which such Debt Securities will bear
          interest, if any;

     (7)  the date or dates, or the method for determining such
          date or dates, from which any such interest will
          accrue, the Interest Payment Dates on which any such
          interest will be payable, the Regular Record Dates for
          such Interest Payment Dates, or the method by which
          such Dates shall be determined, the Person to whom such
          interest shall be payable, and the basis upon which
          interest shall be calculated if other than that of a
          360-day year of twelve 30-day months;

     (8)  the place or places where the principal of (and
          premium, if any) and interest, if any, on such Debt
          Securities will be payable, such Debt Securities may be
          surrendered for conversion or registration of transfer
          or exchange and notices or demands to or upon the
          Company in respect of such Debt Securities and the
          Indenture may be served.

     (9)  the period or periods within which, the price or prices
          at which and the terms and conditions upon which such
          Debt Securities may be redeemed, as a whole or in part,
          at the option of the Company, if the Company is to have
          such an option;

    (10)  the obligation, if any, of the Company to redeem, repay
          or repurchase such Debt Securities pursuant to any
          sinking fund or analogous provisions or at the option
          of a Holder thereof, and the period or periods within
          which, the price or prices at which and the terms and
          conditions upon which such Debt Securities will be
          redeemed, repaid or purchased, as a whole or in part,
          pursuant to such obligation;

    (11)  if other than U.S. dollars, the currency or currencies
          in which such Debt Securities are denominated and
          payable, which may be a foreign currency or units of
          two or more foreign currencies or a composite currency
          or currencies, and the terms and conditions relating
          thereto;

    (12)  whether the amount of payments of principal of (and
          premium, if any) or interest, if any, on such Debt
          Securities may be determined with reference to an
          index, formula or other method (which index, formula or
          method may, but need not be, based on a currency,
          currencies, currency unit or units or composite
          currency or currencies) and the manner in which such
          amounts shall be determined;

    (13)  any additions to, modifications of or deletions from
          the terms of such Debt Securities with respect to the
          Events of Default or covenants set forth in the
          Indenture;

    (14)  whether such Debt Securities will be issued in
          certificated or book-entry form;

    (15)  whether such Debt Securities will be in registered or
          bearer form and, if in registered form, the
          denominations thereof if other than $1,000 and any
          integral multiple thereof and, if in bearer form, the
          denominations thereof and terms and conditions relating
          thereto;

    (16)  the applicability, if any, of the defeasance and
          covenant defeasance provisions of Article XIV of the
          Indenture;

    (17)  if such Debt Securities are to be issued upon the
          exercise of debt warrants, the time, manner and place
          for such Debt Securities to be authenticated and
          delivered;

    (18)  the terms, if any, upon which such Debt Securities may
          be convertible into Common Shares or Preferred Shares
          of the Company and the terms and conditions upon which
          such conversion will be effected, including, without
          limitation, the initial conversion price or rate and
          the conversion period;

    (19)  the terms and conditions, if any, upon which such Debt
          Securities may be subordinated to other indebtedness of
          the Company;

    (20)  whether and under what circumstances the Company will
          pay Additional Amounts as contemplated in the Indenture
          on such Debt Securities in respect of any tax,
          assessment or governmental charge and, if so, whether
          the Company will have the option to redeem such Debt
          Securities in lieu of making such payment; and

    (21)  any other terms of such Debt Securities not
          inconsistent with the provisions of the Indenture
          (Section 301).

     The Debt Securities may provide for less than the entire
principal amount thereof to be payable upon declaration of
acceleration of the maturity thereof ("Original Issue Discount
Securities").  Special U.S. federal income tax, accounting and
other considerations applicable to the Original Issue Discount
Securities will be described in the applicable Prospectus
Supplement.

     The Indenture does not contain any provisions that would
limit the ability of the Company to incur indebtedness or that
would afford Holders of Debt Securities protection in the event
of a highly leveraged or similar transaction involving the
Company.  However, restrictions on ownership and transfers of the
Common Shares and Preferred Shares, designed to preserve its
status as a REIT, may prevent or hinder a change of control. 
Reference is made to the applicable Prospectus Supplement for
information with respect to any deletions from, modifications of
or additions to the Events of Default or covenants of the Company
that are described below, including any addition of a covenant or
other provision providing event risk or similar protection.

Denominations, Interest, Registration and Transfer

     Unless otherwise described in the applicable Prospectus
Supplement, the Debt Securities of any series will be issuable in
denominations of $1,000 and integral multiples thereof (Section
302).
   
     Unless otherwise specified in the applicable Prospectus
Supplement, the principal of (and premium, if any) and interest
on any series of Debt Securities will be payable at the corporate
trust office of the Trustee, initially located at One Federal
Street, Boston, Massachusetts, provided that, at the option of
the Company, payment of interest may be made by check mailed to
the address of the Person entitled thereto as it appears in the
Security Register or by wire transfer of funds to such Person at
an account maintained within the United States (Sections 301,
305, 306, 307 and 1002).
    
     Any interest not punctually paid or duly provided for on any
Interest Payment Date with respect to a Debt Security ("Defaulted
Interest") will forthwith cease to be payable to the Holder on
the applicable Regular Record Date and may either be paid to the
person in whose name such Debt Security is registered at the
close of business on a special record date (the "Special Record
Date") for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to the Holder of such
Debt Security not less than 10 days prior to such Special Record
Date, or may be paid at any time in any other lawful manner, all
as more completely described in the Indenture.

     Subject to certain limitations imposed upon Debt Securities
issued in book-entry form, the Debt Securities of any series will
be exchangeable for other Debt Securities of the same series and
of a like aggregate principal amount and tenor of different
authorized denominations upon surrender of such Debt Securities
at the corporate trust office of the Trustee referred to above. 
In addition, subject to certain limitations imposed upon Debt
Securities issued in book-entry form, the Debt Securities of any
series may be surrendered for conversion or registration of
transfer thereof at the corporate trust office of the Trustee
referred to above.  Every Debt Security surrendered for
conversion, registration of transfer or exchange shall be duly
endorsed or accompanied by a written instrument of transfer.  No
service charge will be made for any registration of transfer or
exchange of any Debt Securities, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith (Section
305).  If the applicable Prospectus Supplement refers to any
transfer agent (in addition to the Trustee) initially designated
by the Company with respect to any series of Debt Securities, the
Company may at any time rescind the designation of any such
transfer agent or approve a change in the location through which
any such transfer agent acts, except that the Company will be
required to maintain a transfer agent in each Place of Payment
for such series.  The Company may at any time designate
additional transfer agents with respect to any series of Debt
Securities (Section 1002).

     Neither the Company nor the Trustee shall be required to (i)
issue, register the transfer of or exchange Debt Securities of
any series during a period beginning at the opening of business
15 days before any selection of Debt Securities of that series to
be redeemed and ending at the close of business of the day of
mailing of the relevant notice of redemption; (ii) register the
transfer of or exchange any Debt Security, or portion thereof,
called for redemption, except the unredeemed portion of any Debt
Security being redeemed in part; or (iii) issue, register the
transfer of or exchange any Debt Security which has been
surrendered for repayment at the option of the Holder, except the
portion, if any, of such Debt Security not to be so repaid
(Section 305).

Merger, Consolidation or Sale

     The Company may consolidate with, or sell, lease or convey
all or substantially all of its assets to, or merge with or into,
any other trust or corporation, provided that (a) either the
Company shall be the continuing entity, or the successor (if
other than the Company) formed by or resulting from any such
consolidation or merger or which shall have received the transfer
of such assets shall expressly assume payment of the principal of
(and premium, if any) and interest on all of the Debt Securities
and the due and punctual performance and observance of all of the
covenants and conditions contained in the Indenture; (b)
immediately after giving effect to such transaction and treating
any indebtedness which becomes an obligation of the Company or
any Subsidiary as a result thereof as having been incurred by the
Company or such Subsidiary at the time of such transaction, no
Event of Default under the Indenture, and no event which, after
notice or the lapse of time, or both, would become such an Event
of Default, shall have occurred and be continuing; and (c) an
officer's certificate and legal opinion covering such conditions
shall be delivered to the Trustee (Sections 801 and 803).

Certain Covenants
   
     Existence.  Except as permitted under "Merger, Consolidation
or Sale," the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its
existence, rights (declaration and statutory) and franchises;
provided, however, that the Company shall not be required to
preserve any right or franchise if it determines that the
preservation thereof is no longer desirable in the conduct of its
business and that the loss thereof is not disadvantageous in any
material respect to the Holders of the Debt Securities (Section
1004).
    
   
     Provision of Financial Information.  Whether or not the
Company is subject to Section 13 or 15(d) of the Exchange Act,
the Company will, to the extent permitted under the Exchange Act,
file with the Commission the annual reports, quarterly reports
and other documents which the Company would have been required to
file with the Commission pursuant to such Section 13 or 15(d)
(the "Financial Statements") if the Company were so subject, such
documents to be filed with the Commission on or prior to the
respective dates (the "Required Filing Dates") by which the
Company would have been required so to file such documents if the
Company were so subject.  The Company will also in any event (x)
file with the Trustee copies of the annual reports, quarterly
reports and other documents which the Company would have been
required to file with the Commission pursuant to Section 13 or
15(d) of the Exchange Act if the Company were subject to such
Sections and (y) if filing such documents by the Company with the
Commission is not permitted under the Exchange Act, promptly upon
written request and payment of the reasonable cost of duplication
and delivery, supply copies of such documents to any prospective
Holder(Section 1005).
    
     Other.  Reference is made to the applicable Prospectus
Supplement for information with respect to any additional
covenants specific to a particular series of Debt Securities.

Event of Default, Notice and Waiver
   
     The Indenture provides that the following events are "Events
of Default" with respect to any series of Debt Securities issued
thereunder: (a) default for 30 days in the payment of any
installment of interest on any Debt Security of such series; (b)
default in the payment of the principal of (or premium, if any,
on) any Debt Security of such series at its Maturity; (c) default
in making any sinking fund payment as required for any Debt
Security of such series; (d) default in the performance of any
other covenant or warranty of the Company contained in the
Indenture (other than a covenant or warranty, added to the
Indenture solely for the benefit of a series of Debt Securities
issued thereunder other than such series), continued for 60 days
after written notice as provided in the Indenture; (e) default in
the payment of an aggregate principal amount exceeding
$10,000,000 of any evidence of indebtedness of the Company or any
mortgage, indenture or other instrument under which such
indebtedness is issued or by which such indebtedness is secured,
such default having occurred after the expiration of any
applicable grace period and having resulted in the acceleration
of the maturity of such indebtedness, but only if such
indebtedness is not discharged or such acceleration is not
rescinded or annulled; (f) certain events of bankruptcy,
insolvency or reorganization, or court appointment of a receiver,
liquidator or trustee of the Company or any Significant
Subsidiary or the property of either; (g) the acquisition by any
Person (including any affiliates of such Person) of 20% or more
of the Company's Common Shares, unless the Company's Board of
Trustees shall have first approved of such acquisition; and (h)
any other Event of Default provided with respect to a particular
series of Debt Securities (Section 501).  The term "Significant
Subsidiary" means each significant subsidiary (as defined in
Regulation S-X promulgated under the Securities Act) of the
Company.
    
     If an Event of Default under the Indenture with respect to
Debt Securities of any series at the time Outstanding occurs and
is continuing, then in every such case the Trustee or the Holders
of not less than a majority in principal amount of the
Outstanding Debt Securities of that series may declare the
principal amount (or, if the Debt Securities of that series are
Original Issue Discount Securities or Indexed Securities, such
portion of the principal amount as may be specified in the terms
thereof) of all of the Debt Securities of that series to be due
and payable immediately by written notice thereof to the Company
(and to the Trustee if given by the Holders).  However, any time
after such a declaration of acceleration with respect to Debt
Securities of such series (or of all Debt Securities then
Outstanding under the Indenture, as the case may be) has been
made, but before a judgment or decree for payment of the money
due has been obtained by the Trustee, the Holders of not less
than a majority in principal amount of Outstanding Debt
Securities of such series (or of all Debt Securities then
Outstanding under the Indenture, as the case may be) may rescind
and annul such declaration and its consequences if (a) the
Company shall have deposited with the Trustee all required
payments of the principal of (and premium, if any) and interest
on the Debt Securities of such series (or of all Debt Securities
then outstanding under the Indenture, as the case may be), plus
certain fees, expenses, disbursements and advances of the Trustee
and (b) all Events of Default, other than the non-payment of
accelerated principal (or specified portion thereof), with
respect to Debt Securities of such series (or of all Debt
Securities then Outstanding under the Indenture, as the case may
be) have been cured or waived as provided in the Indenture
(Section 502).  The Indenture also provides that the Holders of
not less than a majority in principal amount of the Outstanding
Debt Securities of any series (or of all Debt Securities then
Outstanding under the Indenture, as the case may be) may waive
any past default with respect to such series and its
consequences, except a default (x) in the payment of the
principal of (or premium, if any) or interest on any Debt
Security of such series or (y) in respect of a covenant or
provision contained in the Indenture that cannot be modified or
amended without the consent of the Holder of each Outstanding
Debt Security affected thereby (Section 513).

     The Trustee is required to give notice to the Holders of
Debt Securities within 90 days of a default under the Indenture;
provided, however, that the Trustee may withhold notice to the
Holders of any series of Debt Securities of any default with
respect to such series (except a default in the payment of the
principal of (or premium, if any) or interest on any Debt
Security of such series or in the payment of any sinking fund
installment in respect of any Debt Security of such series) if
the Responsible Officers of the Trustee consider such withholding
to be in the interest of such Holders (Section 601).

     The Indenture provides that no Holders of Debt Securities of
any series may institute any proceedings, judicial or otherwise,
with respect to the Indenture or for any remedy thereunder,
except in the case of failure of the Trustee, for 60 days, to act
after it has received a written request to institute proceedings
in respect of an Event of Default from the Holders of not less
than a majority in principal amount of the Outstanding Debt
Securities of any series, as well as an offer of reasonable
indemnity (Section 507).  This provision will not prevent,
however, any Holder of Debt Securities from instituting suit for
the enforcement of payment of the principal of (and premium, if
any) and interest on such Debt Securities at the respective due
dates thereof (Section 508).

     Subject to provisions in the Indenture relating to its
duties in case of default, the Trustee is under no obligation to
exercise any of its rights or powers under the Indenture at the
request or direction of any Holders of any series of Debt
Securities then Outstanding under the Indenture, unless such
Holders shall have offered to the Trustee reasonable security or
indemnity (Section 602).  The Holders of not less than a majority
in principal amount of the Outstanding Debt Securities of any
series (or of all Debt Securities then Outstanding under the
Indenture, as the case may be) shall have the right to direct the
time, method and place of conducting any proceeding for any
remedy available to the Trustee, or of exercising any trust or
power conferred upon the Trustee.  However, the Trustee may
refuse to follow any direction which is in conflict with any law
or the Indenture, which may involve the Trustee in personal
liability or which may be unduly prejudicial to the Holders of
Debt Securities of such series not joining therein (Section 512).

     Within 120 days after the close of each fiscal year, the
Company must deliver to the Trustee a certificate, signed by one
of several specified officers, stating whether or not such
officer has knowledge of any default under the Indenture and, if
so, specifying each such default and the nature and status
thereof (Section 1011).

Modification of the Indenture

     Modifications and amendments of the Indenture may be made
only with the consent of the Holders of not less than a majority
in principal amount of all Outstanding Debt Securities which are
affected by such modification or amendment; provided, however,
that no such modification or amendment may, without the consent
of the Holder of each such Debt Security affected thereby, (a)
change the Stated Maturity of the principal of, or any
installment of interest (or premium, if any) on, any such Debt
Security; (b) reduce the principal amount of, or the rate or
amount of interest on, or any premium payable on redemption of,
any such Debt Security, or reduce the amount of principal of an
Original Issue Discount Security that would be due and payable
upon declaration of acceleration of the maturity thereof or would
be provable in bankruptcy, or adversely affect any right of
repayment of the Holder of any such Debt Security; (c) change the
Place of Payment, or the coin or currency, for payment of
principal of, premium, if any, or interest on any such Debt
Security; (d) impair the right to institute suit for the
enforcement of any payment on or with respect to any such Debt
Security; (e) reduce the above-stated percentage of Outstanding
Debt Securities of any series necessary to modify or amend the
Indenture, to waive compliance with certain provisions thereof or
certain defaults and consequences thereunder or to reduce the
quorum or voting requirements set forth in the Indenture; or (f)
modify any of the foregoing provisions or any of the provisions
relating to the waiver of certain past defaults or certain
covenants, except to increase the required percentage to effect
such action or to provide that certain other provisions may not
be modified or waived without the consent of the Holder of such
Debt Security (Section 902).

     The Holders of not less than a majority in principal amount
of Outstanding Debt Securities have the right to waive compliance
by the Company with certain covenants in the Indenture (Section
1013).

     Modifications and amendments of the Indenture may be made by
the Company and the Trustee without the consent of any Holder of
Debt Securities for any of the following purposes: (i) to
evidence the succession of another Person to the Company as
obligor under the Indenture; (ii) to add to the covenants of the
Company for the benefit of the Holders of all or any series of
Debt Securities or to surrender any right or power conferred upon
the Company in the Indenture; (iii) to add Events of Default for
the benefit of the Holders of all or any series of Debt
Securities; (iv) to add or change any provisions of the Indenture
to facilitate the issuance of, or to liberalize certain terms of,
Debt Securities in bearer form, or to permit or facilitate the
issuance of Debt Securities in uncertified form, provided that
such action shall not adversely affect the interests of the
Holders of the Debt Securities of any series in any material
respect; (v) to change or eliminate any provisions of the
Indenture, provided that any such change or elimination shall
become effective only when there are no Debt Securities
Outstanding of any series created prior thereto which are
entitled to the benefit of such provision; (vi) to secure the
Debt Securities; (vii) to establish the form or terms of Debt
Securities of any series, including the provision and procedures,
if applicable, for the conversion of such Debt Securities into
Common Shares or Preferred Shares; (viii) to provide for the
acceptance of appointment by a successor Trustee or facilitate
the administration of the trusts under the Indenture by more than
one Trustee; (ix) to cure any ambiguity, defect or inconsistency
in the Indenture, provided that such action shall not adversely
affect the interests of Holders of Debt Securities of any series
in any material respect; or (x) to supplement any or the
provisions of the Indenture to the extent necessary to permit or
facilitate defeasance and discharge of any series of such Debt
Securities, provided that such action shall not adversely affect
the interests of the Holders of the Debt Securities of any series
in any material respect (Section 901).

     The Indenture provides that in determining whether the
Holders of the requisite principal amount of Outstanding Debt
Securities of a series have given any request, demand,
authorization, direction, notice, consent or waiver thereunder or
whether a quorum is present at a meeting of Holders of Debt
Securities, (i) the principal amount of an Original Issue
Discount Security that shall be deemed to be outstanding shall be
the amount of the principal thereof that would be due and payable
as of the date of such determination upon declaration of
acceleration of the maturity thereof, (ii) the principal amount
of a Debt Security denominated in a Foreign Currency that shall
be deemed outstanding shall be the U.S. dollar equivalent,
determined on the issue date for such Debt Security, of the
principal amount (or, in the case of an Original Issue Discount
Security, the U.S. dollar equivalent on the issue date of such
Debt Security of the amount determined as provided in (i) above),
(iii) the principal amount of an Indexed Security that shall be
deemed outstanding shall be the principal face amount of such
Indexed Security at original issuance, unless otherwise provided
with respect to such Indexed Security pursuant to Section 301 of
the Indenture, and (iv) Debt Securities owned by the Company or
any other obligor upon the Debt Securities or any Affiliate of
the Company or of such other obligor shall be disregarded
(Section 101).

     The Indenture contains provisions for convening meetings of
the Holders of Debt Securities of a series (Section 1501).  A
meeting may be called at any time by the Trustee, and also, upon
request, by the Company or the Holders of at least 25% in
principal amount of the Outstanding Debt Securities of such
series, in any such case upon notice given as provided in the
Indenture (Section 1502).  Except for any consent that must be
given by the Holder of each Debt Security affected by certain
modifications and amendments of the Indenture, any resolution
presented at a meeting or adjourned meeting duly reconvened at
which a quorum is present may be adopted by the affirmative vote
of the Holders of a majority in principal amount of the
Outstanding Debt Securities of that series; provided, however,
that, except as referred to above, any resolution with respect to
any request, demand, authorization, direction, notice, consent,
waiver or other action that may be made, given or taken by the
Holders of a specified percentage, which is less than a majority,
in principal amount of the Outstanding Debt Securities of a
series may be adopted at a meeting or adjourned meeting duly
reconvened at which a quorum is present by the affirmative vote
of the Holders of such Debt Securities of that series.  Any
resolution passed or decision taken at any meeting of Holders of
Debt Securities of any series duly held in accordance with the
Indenture will be binding on all Holders of Debt Securities of
that series.  The quorum at any meeting called to adopt a
resolution, and at any reconvened meeting, will be Persons
holding or representing a majority in principal amount of the
Outstanding Debt Securities of a series; provided, however, that
if any action is to be taken at such meeting with respect to a
consent or waiver which may be given by the Holders of not less
than a specified percentage in principal amount of the
Outstanding Debt Securities of a series, the Persons holding or
representing such specified percentage in principal amount of the
Outstanding Debt Securities of such series will constitute a
quorum (Section 1504).

     Notwithstanding the foregoing provisions, if any action is
to be taken at a meeting of Holders of Debt Securities of any
series with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action that the
Indenture expressly provides may be made, given or taken by the
Holders of a specified percentage in principal amount of all
Outstanding Debt Securities affected thereby, or of the Holders
of such series and one or more additional series: (i) there shall
be no minimum quorum requirement for such meeting and (ii) the
principal amount of the Outstanding Debt Securities of such
series that vote in favor of such request, demand, authorization,
direction, notice, consent, waiver or other action shall be taken
into account in determining whether such request, demand,
authorization, direction, notice, consent, waiver or other action
has been made, given or taken under the Indenture (Section 1504).

Discharge, Defeasance and Covenant Defeasance

     The Company may discharge certain obligations to Holders of
any series of Debt Securities that have not already been
delivered to the Trustee for cancellation and that either have
become due and payable or will become due and payable within one
year (or scheduled for redemption within one year) by irrevocably
depositing with the Trustee, in trust, funds in such currency or
currencies, currency unit or units or composite currency or
currencies in which such Debt Securities are payable in an amount
sufficient to pay the entire indebtedness on such Debt Securities
in respect of principal (and premium, if any) and interest to the
date of such deposit (if such Debt Securities have become due and
payable) or to the Stated Maturity or Redemption Date, as the
case may be (Section 401).
   
     The Indenture provides that, if the provisions of Article
Fourteen are made applicable to the Debt Securities of or within
any series pursuant to Section 301 of the Indenture, the Company
may elect either (a) to defease and be discharged from any and
all obligations with respect to such Debt Securities (except for
the obligation to pay Additional Amounts, if any, upon the
occurrence of certain events of tax, assessment or governmental
charge with respect to payments on such Debt Securities and the
obligations to register the transfer or exchange of such Debt
Securities, to replace temporary or mutilated, destroyed, lost or
stolen Debt Securities, to maintain an office or agency in
respect of such Debt Securities and to hold moneys for payment in
trust) ("defeasance") (Section 1402) or (b) to be released from
its obligations with respect to such Debt Securities under
Sections 1004 and 1005, inclusive, of the Indenture (being the
restrictions described under "Certain Covenants") or, if provided
pursuant to Section 301 of the Indenture, its obligations with
respect to any other covenant, and any omission to comply with
such obligations shall not constitute a default or an Event of
Default with respect to such Debt Securities ("covenant
defeasance") (Section 1403), in either case upon the irrevocable
deposit by the Company with the Trustee, in trust, of an amount,
in such currency or currencies, currency unit or units or
composite currency or currencies in which such Debt Securities
are payable at Stated Maturity, or Government Obligations (as
defined below), or both, applicable to such Debt Securities which
through the scheduled payment of principal and interest in
accordance with their terms will provide money in an amount
sufficient to pay the principal of (and premium, if any) and
interest on such Debt Securities, and any mandatory sinking fund
or analogous payments thereon, on the scheduled due dates
therefor.
    
     Such a trust may only be established if, among other things,
the Company has delivered to the Trustee an Opinion of Counsel
(as specified in the Indenture) to the effect that the Holders of
such Debt Securities will not recognize income, gain or loss for
U.S. federal income tax purposes as a result of such defeasance
or covenant defeasance and will be subject to U.S. federal income
tax on the same amounts, in the same manner and at the same times
as would have been the case if such defeasance or covenant
defeasance had not occurred, and such Opinion of Counsel, in the
case of defeasance, must refer to and be based upon a ruling of
the Internal Revenue Service or a change in applicable United
States federal income tax law occurring after the date of the
Indenture (Section 1404).

     "Government Obligations" means securities which are (i)
direct obligations of the United States of America or the
government which issued the Foreign Currency in which the Debt
Securities of a particular series are payable, for the payment of
which its full faith and credit is pledged or (ii) obligations of
a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America or such
government which issued the Foreign Currency in which the Debt
Securities of such series are payable, the payment of which is
unconditionally guaranteed as a full faith and credit obligation
by the United States of America or such other government, which,
in either case, are not callable or redeemable at the option of
the issuer thereof, and shall also include a depository receipt
issued by a bank or trust company as custodian with respect to
any such Government Obligation or a specific payment of interest
on or principal of any such Government Obligation held by such
custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the
custodian in respect of the Government Obligation or the specific
payment of interest on or principal of the Government Obligation
evidenced by such depository receipt (Section 101).

     Unless otherwise provided in the applicable Prospectus
Supplement, if after the Company has deposited funds and/or
Government Obligations to effect defeasance or covenant
defeasance with respect to Debt Securities of any series, (a) the
Holder of a Debt Security of such series is entitled to, and
does, elect pursuant to Section 301 of the Indenture or the terms
of such Debt Security to receive payment in a currency, currency
unit or composite currency other than that in which such deposit
has been made in respect of such Debt Security, or (b) a
Conversion Event (as defined below) occurs in respect of the
currency, currency unit or composite currency in which such
deposit has been made, the indebtedness represented by such Debt
Security shall be deemed to have been, and will be, fully
discharged and satisfied through the payment of the principal of
(and premium, if any) and interest on such Debt Security as they
become due out of the proceeds yielded by converting the amount
so deposited in respect of such Debt Security into the currency,
currency unit or composite currency in which such Debt Security
becomes payable as a result of such election or such cessation of
usage based on the applicable market exchange rate (Section
1405).  "Conversion Event" means the cessation of use of (i) a
currency, currency unit or composite currency both by the
government of the country which issued such currency and for the
settlement of transactions by a central bank or other public
institutions or within the international banking community, (ii)
the ECU both within the European Monetary System and for the
settlement of transactions by public institutions of or within
the European Communities or (iii) any currency unit or composite
currency other than the ECU for the purposes for which it was
established.  Unless otherwise provided in the applicable
Prospectus Supplement, all payments of principal of (and premium,
if any) and interest on any Debt Security that is payable in a
Foreign Currency that cease to be used by its government of
issuance shall be made in U.S. dollars (Section 101).
   
     In the event the Company effects covenant defeasance with
respect to any Debt Securities and such Debt Securities are
declared due and payable because of the occurrence of any Event
of Default other than the Event of Default described in clause
(d) under "Events of Default, Notice and Waiver" with respect to
Sections 1004 and 1005, inclusive, of the Indenture (which
Sections would no longer be applicable to such Debt Securities)
or described in clause (h) under "Events of Default, Notice and
Waiver" with respect to any other covenant as to which there has
been covenant defeasance, the amount in such currency, currency
unit or composite currency in which such Debt Securities are
payable, and Government Obligations on deposit with the Trustee,
will be sufficient to pay amounts due on such Debt Securities at
the time of their Stated Maturity but may not be sufficient to
pay amounts due on such Debt Securities at the time of the
acceleration resulting from such Event of Default.  However, the
Company would remain liable to make payment of such amounts due
at the time of acceleration.
    
     The applicable Prospectus Supplement may further describe
the provisions, if any, permitting such defeasance or covenant
defeasance, including any modifications to the provisions
described above, with respect to the Debt Securities of or within
a particular series.

Conversion Rights

     The terms and conditions, if any, upon which the Debt
Securities are convertible into Common Shares or Preferred Shares
will be set forth in the applicable Prospectus Supplement
relating thereto.  Such terms will include whether such Debt
Securities are convertible into Common Shares or Preferred
Shares, the conversion price (or manner of calculation thereof),
the conversion period, provisions as to whether conversion will
be at the option of the Holders or the Company, the events
requiring an adjustment of the conversion price and provisions
affecting conversion in the event of the redemption of such Debt
Securities.

Subordination

     The terms and conditions, if any, upon which the Debt
Securities are subordinated to other indebtedness of the Company
will be set forth in the applicable Prospectus Supplement
relating thereto.  Such terms will include a description of the
indebtedness ranking senior to the Debt Securities, the
restrictions on payments to the Holders of such Debt Securities
while a default with respect to such senior indebtedness in
continuing, the restrictions, if any, on payments to the Holders
of such Debt Securities following an Event of Default, and
provisions requiring Holders of such Debt Securities to remit
certain payments to holders of senior indebtedness.

Global Securities

     The Debt Securities of a series may be issued in whole or in
part in the form of one or more global securities (the "Global
Securities") that will be deposited with, or on behalf of, a
depositary (the "Depositary") identified in the applicable
Prospectus Supplement relating to such series.  Global Securities
may be issued in either registered or bearer form and in either
temporary or permanent form.  The specific terms of the
depositary arrangement with respect to a series of Debt
Securities will be described in the applicable Prospectus
Supplement relating to such series.


                      DESCRIPTION OF SHARES

     The following description of the Shares does not purport to
be complete but contains a summary of certain portion of the
Declaration of Trust (the "Declaration") and By-Laws of the
Company.

     The Company is authorized to issue an aggregate of
150,000,000 shares ("Shares") in two classes: 100,000,000 Common
Shares and 50,000,000 Preferred Shares, par value $.01 per share. 
All the shares presently outstanding are Common Shares.  The
Trustees are authorized to cause the issuance, without
shareholder approval, of classes or series of Preferred Shares
from time to time and to set (or change, if the class or series
has previously been established) the preferences, conversion or
other rights, voting powers, restrictions, limitations as to
dividends, qualifications or terms and conditions of redemption
of such Preferred Shares.

     Except as otherwise determined by the Trustees with respect
to any class or series of Preferred Shares, all shares: (i) will
participate equally in dividends payable to shareholders when, as
and if declared by the Trustees and ratably in net assets
available for distribution to shareholders on liquidation or
dissolution; (ii) will have one vote per share on all matters
submitted to a vote of the shareholders; (iii) will not have
cumulative voting rights in the election of Trustees; (iv) will
have no preference, conversion, exchange, sinking fund,
redemption or preemptive rights; and (v) will be validly issued,
fully paid and nonassessable by the Company upon issuance.


                 DESCRIPTION OF PREFERRED SHARES

     The Company is authorized to issue 50,000,000 preferred
shares of beneficial interest, par value $.01 per share.

     Under the Company's Declaration, the Board of Trustees may
from time to time establish and issue one or more series of
preferred shares of beneficial interest and fix the designations,
powers, preferences and rights of the shares of such series and
the qualifications, limitations or restrictions thereon,
including, but not limited to, the fixing of the dividend rights,
dividend rate or rates, conversion rights, voting rights, rights
and terms of redemption (including sinking fund provisions), the
redemption price or prices, and the liquidation preferences.
   
     The following description of the preferred shares of
beneficial interest sets forth certain general terms and
provisions of the Preferred Shares to which any Prospectus
Supplement may relate.  The statements below describing the
Preferred Shares are in all respects subject to and qualified in
their entirety by reference to the applicable provisions of the
Company's Declaration (including any applicable articles
supplementary) and By-Laws.
    
General

     Subject to limitations prescribed by Maryland law and the
Declaration, the Board of Trustees is authorized to fix the
number of shares constituting each series of preferred shares and
the designations and powers, preferences and relative,
participating, optional or other specific rights and
qualifications, limitations or restrictions thereof, including
such provisions as may be desired concerning voting, redemption,
dividends, dissolution or the distribution of assets, conversion
or exchange, and such other subjects or matters as may be fixed
by resolutions of the Board of Trustees.  The Preferred Shares
will, when issued, be fully paid and nonassessable and will have
no preemptive rights.

     Reference is made to the Prospectus Supplement relating to
the Preferred Shares offered thereby for specific terms,
including:

     (1)  the title of such Preferred Shares;

     (2)  the number of shares of such Preferred Shares offered,
          the liquidation preference per share and the offering
          price of such Preferred Shares;

     (3)  the dividend rate(s), period(s) and/or payment date(s)
          or method(s) of calculation thereof applicable to such
          Preferred Shares;

     (4)  the date from which dividends on such Preferred Shares
          shall accumulate, if applicable;

     (5)  the procedures, if any, for any auction and remarketing
          for such Preferred Shares;

     (6)  the provision for a sinking fund, if any, for such
          Preferred Shares;

     (7)  the provision for redemption, if applicable, of such
          Preferred Shares;

     (8)  any listing of such Preferred Shares on any securities
          exchange;

     (9)  the terms and conditions, if applicable, upon which
          such Preferred Shares will be convertible into Common
          Shares of the Company, including the conversion price
          (or manner of calculation thereof);

    (10)  any other specific terms, preferences, rights,
          limitations or restrictions of such Preferred Shares;

    (11)  a discussion of federal income tax considerations
          applicable to such Preferred Shares;

    (12)  the relative ranking and preferences of such Preferred
          Shares as to dividend rights and rights upon
          liquidation, dissolution or winding up of the affairs
          of the Company;

    (13)  any limitations on issuance of any series of preferred
          shares ranking senior to or on a parity with such
          series of Preferred Shares as to dividend rights and
          rights upon liquidation, dissolution or winding up of
          the affairs of the Company; and

    (14)  any limitations on direct or beneficial ownership and
          restrictions on transfer, in each case as may be
          appropriate to preserve the status of the Company as a
          REIT.

Rank
   
     Unless otherwise determined by the Board of Trustees of the
Company and specified in the Prospectus Supplement, it is
expected that the Preferred Shares will, with respect to dividend
rights and rights upon liquidation, dissolution or winding up of
the Company, rank (i) senior to all Common Shares, and to all
equity securities ranking junior to such Preferred Shares; (ii)
on a parity with all equity securities issued by the Company the
terms of which specifically provide that such equity securities
rank on a parity with the Preferred Shares; and (iii) junior to
all equity securities issued by the Company the terms of which
specifically provide that such equity securities rank senior to
the Preferred Shares.
    
Dividends

     Holders of Preferred Shares of each series shall be entitled
to receive, when, as and if declared by the Board of Trustees of
the Company, out of assets of the Company legally available for
payment, cash dividends at such rates and on such dates as will
be set forth in the applicable Prospectus Supplement.  Each such
dividend shall be payable to holders of record as they appear on
the stock transfer books of the Company on such record dates as
shall be fixed by the Board of Trustees of the Company.

     Dividends on any series of the Preferred Shares may be
cumulative or non-cumulative, as provided in the applicable
Prospectus Supplement.  Dividends, if cumulative, will be
cumulative from and after the date set forth in the applicable
Prospectus Supplement.  If the Board of Trustees of the Company
fails to declare a dividend payable on a dividend payment date on
any series of the Preferred Shares for which dividends are
noncumulative, then the holders of such series of the Preferred
Shares will have no right to receive a dividend in respect of the
dividend period ending on such dividend payment date, and the
Company will have no obligation to pay the dividend accrued for
such period, whether or not dividends on such series are declared
payable on any future dividend payment date.

     If Preferred Shares of any series are outstanding, no full
dividends shall be declared or paid or set apart for payment on
the preferred shares of the Company of any other series ranking,
as to dividends, on a parity with or junior to the Preferred
Shares of such series for any period unless (i) if such series of
Preferred Shares has a cumulative dividend, full cumulative
dividends have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment thereof set apart
for such payment on the Preferred Shares of such series for all
past dividend periods and the then current dividend period or
(ii) if such series of Preferred Shares does not have a
cumulative dividend, full dividends for the then current dividend
period have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment thereof set apart
for such payment on the Preferred Shares of such series.  When
dividends are not paid in full (or a sum sufficient for such full
payment is not so set apart) upon the Preferred Shares of any
series and the shares of any other series of preferred shares
ranking on a parity as to dividends with the Preferred Shares of
such series, all dividends declared upon Preferred Shares of such
series and any other series of preferred shares shall in all
cases bear to each other the same ratio that accrued dividends
per share on the Preferred Shares of such series (which shall not
include any accumulation in respect of unpaid dividends for prior
dividend periods if such Preferred Shares do not have a
cumulative dividend) and such other series of preferred shares
bear to each other.  No interest, or sum of money in lieu of
interest, shall be payable in respect of any dividend payment or
payments on Preferred Shares of such series which may be in
arrears.

     Except as provided in the immediately preceding paragraph,
unless (i) if such series of Preferred Shares has a cumulative
dividend, full cumulative dividends on the Preferred Shares of
such series have been or contemporaneously are declared and paid
or declared and a sum sufficient for the repayment thereof set
apart for payment for all past dividend periods and the then
current dividend period and (ii) if such series of Preferred
Shares does not have a cumulative dividend, full dividends on the
Preferred Shares of such series have been or contemporaneously
are declared and paid or declared and a sum sufficient for the
payment thereof set apart for payment for the then current
dividend period, no dividends (other than in Common Shares or
other capital stock ranking junior to the Preferred Shares of
such series as to dividends and upon liquidation) shall be
declared or paid or set aside for payment or other distribution
shall be declared or made upon the Common Shares or any other
capital stock of the Company ranking junior to or on a parity
with the Preferred Shares of such series as to dividends or upon
liquidation, nor shall any Common Shares or any other capital
stock of the Company ranking junior to or on a parity with the
Preferred Shares of such series as to dividends or upon
liquidation be redeemed, purchased or otherwise acquired for any
consideration (or any moneys be paid to or made available for a
sinking fund for the redemption of any shares of any such stock)
by the Company (except by conversion into or exchange for other
capital stock of the Company ranking junior to the Preferred
Shares of such series as to dividends and upon liquidation).

     Any dividend payment made on shares of a series of Preferred
Shares shall first be credited against the earliest accrued but
unpaid dividend due with respect to shares of such series which
remains payable.

Redemption

     If so provided in the applicable Prospectus Supplement, the
Preferred Shares will be subject to mandatory redemption or
redemption at the option of the Company, as a whole or in part,
in each case upon the terms, at the times and at the redemption
prices set forth in such Prospectus Supplement.

     The Prospectus Supplement relating to a series of Preferred
Shares that is subject to mandatory redemption will specify the
number of such Preferred Shares that shall be redeemed by the
Company in each year commencing after a date to be specified, at
a redemption price per share to be specified, together with an
amount equal to all accrued and unpaid dividends thereon (which
shall not, if such Preferred Shares does not have a cumulative
dividend, include any accumulation in respect of unpaid dividends
for prior dividend periods) to the date of redemption.  The
redemption price may be payable in cash or other property, as
specified in the applicable Prospectus Supplement.  If the
redemption price for Preferred Shares of any series is payable
only from the net proceeds of the issuance of capital stock of
the Company, the terms of such Preferred Shares may provide that,
if no such capital stock shall have been issued or to the extent
the net proceeds from any issuance are insufficient to pay in
full the aggregate redemption price then due, such Preferred
Shares shall automatically and mandatorily be converted into
shares of the applicable capital stock of the Company pursuant to
conversion provisions specified in the applicable Prospectus
Supplement.

     Notwithstanding the foregoing, unless (i) if such series of
Preferred Shares has a cumulative dividend, full cumulative
dividends on all shares of any series of Preferred Shares shall
have been or contemporaneously are declared and paid or declared
and a sum sufficient for the payment thereof set apart for
payment for all past dividend periods and the then current
dividend period and (ii) if such series of Preferred Shares does
not have a cumulative dividend, full dividends on the Preferred
Shares of any series have been or contemporaneously are declared
and paid or declared and a sum sufficient for the payment thereof
set apart for payment for the then current dividend period, no
shares of any series of Preferred Shares shall be redeemed unless
all outstanding Preferred Shares of such series are
simultaneously redeemed; provided however, that the foregoing
shall not prevent the purchase or acquisition of Preferred Shares
of such series pursuant to a purchase or exchange offer made on
the same terms to holders of all outstanding Preferred Shares of
such series, and, unless (i) if such series of Preferred Shares
has a cumulative dividend, full cumulative dividends on all
outstanding shares of any series of Preferred Shares have been or
contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof set apart for payment for all
past dividend periods and the then current dividend period and
(ii) if such series of Preferred Shares does not have a
cumulative dividend, full dividends on the Preferred Shares of
any series have been or contemporaneously are declared and paid
or declared and a sum sufficient for the payment thereof set
apart for payment for the then current dividend period, the
Company shall not purchase or otherwise acquire directly or
indirectly any Preferred Shares of such series (except by
conversion into or exchange for capital stock of the Company
ranking, junior to the Preferred Shares of such series as to
dividends and upon liquidation).

     If fewer than all of the outstanding Preferred Shares of any
series are to be redeemed, the number of shares to be redeemed
will be determined by the Company and such shares may be redeemed
pro rata from the holders of record of such shares in proportion
to the number of such shares held by such holders (with
adjustments to avoid redemption of fractional shares) or by lot
in manner determined by the Company.

     Notice of redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each holder of
record of a Preferred Share of any series to be redeemed at the
address shown on the stock transfer books of the Company.  Each
notice shall state: (i) the redemption date; (ii) the number of
shares and series of the Preferred Shares to be redeemed; (iii)
the redemption price; (iv) the place or places where certificates
for such Preferred Shares are to be surrendered for payment of
the redemption price; (v) that dividends on the shares to be
redeemed will cease to accrue on such redemption date; and (vi)
the date upon which the holder's conversion rights, if any, as to
such shares shall terminate.  If fewer than all the Preferred
Shares of any series are to be redeemed, the notice mailed to
each such holder thereof shall also specify the number of
Preferred Shares to be redeemed from each such holder.  If notice
of redemption of any Preferred Shares has been given and if the
funds necessary for such redemption have been set aside by the
Company in trust for the benefit of the holders of any of the
Preferred Shares so called for redemption, then from and after
the redemption date dividends will cease to accrue on such
Preferred Shares, and all rights of the holders of such shares
will terminate, except the right to receive the redemption price.

Liquidation Preference

     Upon any voluntary or involuntary liquidation, dissolution
or winding up of the affairs of the Company, then, before any
distribution or payment shall be made to the holders of any
Common Shares or any other class or series of capital stock of
the Company ranking junior to the Preferred Shares in the
distribution of assets upon any liquidation, dissolution or
winding up of the Company, the holders of each series of
Preferred Shares shall be entitled to receive out of assets of
the Company legally available for distribution to shareholders
liquidating distributions in the amount of the liquidation
preference per share (set forth in the applicable Prospectus
Supplement), plus an amount equal to all dividends accrued and
unpaid thereon (which shall not include any accumulation in
respect of unpaid dividends for prior dividend periods if such
Preferred Shares do not have a cumulative dividend).  After
payment of the full amount of the liquidating distributions to
which they are entitled, the holders of Preferred Shares will
have no right or claim to any of the remaining assets of the
Company.  In the event that upon any such voluntary or
involuntary liquidation, dissolution or winding up, the available
assets of the Company are insufficient to pay the amount of the
liquidating distributions on all outstanding Preferred Shares and
the corresponding amounts payable on all shares of other classes
or series of capital stock of the Company ranking on a parity
with the Preferred Shares in the distribution of assets, then the
holders of the Preferred Shares and all other such classes or
series of capital stock shall share ratably in any such
distribution of assets in proportion to the full liquidating
distributions to which they would otherwise be respectively
entitled.

     If liquidating distributions shall have been made in full to
all holders of Preferred Shares, the remaining assets of the
Company shall be distributed among the holders of any other
classes or series of capital stock ranking junior to the
Preferred Shares upon liquidation, dissolution or winding up,
according to their respective rights and preferences and in each
case according to their respective number of shares.  For such
purposes, the consolidation or merger of the Company with or into
any other trust or corporation, or the sale, lease or conveyance
of all or substantially all of the property or business of the
Company, shall not be deemed to constitute a liquidation,
dissolution or winding up of the Company.

Voting Rights

     Holders of the Preferred Shares will not have any voting
rights, except as set forth below or as otherwise from time to
time required by law or as indicated in the applicable Prospectus
Supplement.

     Whenever dividends on any Preferred Shares shall be in
arrears for six consecutive quarterly periods, the holders of
such Preferred Shares (voting separately as a class with all
other series of preferred shares upon which like voting rights
have been conferred and are exercisable) will be entitled to vote
for the election of two additional trustees of the Company at the
next annual meeting of shareholders and at each subsequent
meeting until (i) if such series of Preferred Shares has a
cumulative dividend, all dividends accumulated on such Preferred
Shares for the past dividend periods and the then current
dividend period shall have been fully paid or declared and a sum
sufficient for the payment thereof set aside for payment or (ii)
if such series of Preferred Shares does not have a cumulative
dividend, four consecutive quarterly dividends shall have been
fully paid or declared and a sum sufficient for the payment
thereof set aside for payment.  In such case, the entire Board of
Trustees of the Company will be increased by two trustees.

     Unless provided otherwise for any series of Preferred
Shares, so long as any Preferred Shares remain outstanding, the
Company shall not, without the affirmative vote or consent of the
holders of a majority of the shares of each series of Preferred
Shares outstanding at the time, given in person or by proxy,
either in writing or at a meeting (such series voting separately
as a class), (i) authorize or create, or increase the authorized
or issued amount of, any class or series of capital stock ranking
prior to such series of Preferred Shares with respect to payment
of dividends or the distribution of assets upon liquidation,
dissolution or winding up, or reclassify any authorized capital
stock of the Company into any such shares, or create, authorize
or issue any obligation or security convertible into or
evidencing the right to purchase any such shares; or (ii) amend,
alter or repeal the provisions of the Company's Declaration of
Trust or the certificate of designations for such series of
Preferred Shares, whether by merger, consolidation or otherwise,
so as to materially and adversely affect any right, preference,
privilege or voting power of such series of Preferred Shares or
the holders thereof; provided, however, that any increase in the
amount of the authorized preferred shares or the creation or
issuance of any other series of preferred shares, or any increase
in the amount of authorized shares of such series or any other
series of Preferred Shares, in each case ranking on a parity with
or junior to the Preferred Shares of such series with respect to
payment of dividends or the distribution of assets upon
liquidation, dissolution or winding up, shall not be deemed to
materially and adversely affect such rights, preferences,
privileges or voting powers.

     The foregoing voting provisions will not apply if, at or
prior to the time when the act with respect to which such vote
would otherwise be required shall be effected, all outstanding
shares of such series of Preferred Shares shall have been
redeemed or called for redemption and sufficient funds shall have
been deposited in trust to effect such redemption.

Conversion Rights
     The terms and conditions, if any, upon which shares of any
series of Preferred Shares are convertible into Common Shares
will be set forth in the applicable Prospectus Supplement
relating thereto.  Such terms will include the number of Common
Shares into which the Preferred Share is convertible, the
conversion price (or manner of calculation thereof), the
conversion period, provisions as to whether conversion will be at
the option of the holders of the Preferred Shares or the Company,
the events requiring an adjustment of the conversion price and
provisions affecting conversion in the event of the redemption
such Preferred Shares.

Limitation of Liability; Shareholder Liability

     Maryland law permits a REIT to provide, and the Declaration
provides, that no Trustee, officer, shareholder, employee or
agent of the Company shall be held to any personal liability,
jointly or severally, for any obligation of or claim against the
Company, and that, as far as practicable, each written agreement
of the Company is to contain a provision to that effect.  Despite
these facts counsel has advised the Company that in some
jurisdictions the possibility exists that shareholders of a non-
corporate entity such as the Company may be held liable for acts
or obligations of the Company.  Counsel has advised the Company
that the State of Texas may not give effect to the limitation of
shareholder liability afforded by Maryland law, but that Texas
law would likely recognize contractual limitations of liability
such as those discussed above.  The Company intends to conduct
its business in a manner designed to minimize potential
shareholder liability by, among other things, inserting
appropriate provisions in written agreements of the Company;
however, no assurance can be given that shareholders can avoid
liability in all instances in all jurisdictions.

     The Declaration provides that, upon payment by a shareholder
of any such liability, the shareholder will be entitled to
indemnification by the Company.  There can be no assurance that,
at the time any such liability arises, there will be assets of
the Company sufficient to satisfy the Company's indemnification
obligation.  The Trustees intend to conduct the operations of the
Company, with the advice of counsel, in such a way as to minimize
or avoid, as far as practicable, the ultimate liability of the
shareholders of the Company.  The Trustees do not intend to
provide insurance covering such risks to the shareholders.

Redemption and Business Combinations

     For the Company to qualify as a REIT under the Code, in any
taxable year, not more than 50% in value of its outstanding
Shares may be owned, directly or indirectly, by five or fewer
individuals during the last six months of such year, and the
Shares must be owned by 100 or more persons during at least 335
days of a taxable year or a proportionate part of a taxable year
less than 12 months.  In order to meet these and other
requirements, the Trustees have the power to redeem or prohibit
the transfer of a sufficient number of Shares to maintain or
bring the ownership of the Shares into conformity with such
requirements.  In connection with the foregoing, if the Trustees
shall, at any time and in good faith, be of the opinion that
direct or indirect ownership of Shares representing more than
8.5% in value of the total Shares outstanding (the "Excess
Shares") has or may become concentrated in the hands of one
beneficial owner, other than "Excepted Persons" (as defined in
the Declaration), the Trustees shall have the power (i) to
purchase from any shareholder of the Company such Excess Shares,
and (ii) to refuse to transfer or issue Shares to any person
whose acquisition of such Shares would, in the opinion of the
Trustees, result in the direct or indirect beneficial ownership
by any person of Shares representing more than 8.5% in value of
the outstanding Shares.  Any transfer of Shares, options, or
other securities convertible into Shares that would create a
beneficial owner (other than any of the Excepted Persons) of
Shares representing more than 8.5% in value of the total shares
outstanding shall be deemed void ab initio and the intended
transferee shall be deemed never to have had an interest therein. 
Further, the Declaration provides that transfers or purported
acquisitions, directly, indirectly or by attribution, of Shares,
or securities convertible into Shares, that could result in
disqualification of the Company as a REIT are null and void and
permits the Trustees to repurchase Shares or other securities to
the extent necessary to maintain the Company's status as a REIT. 
The purchase price for any Shares so purchased shall be
determined by the price of the Shares on the principal exchange
on which they are then traded, or, if no such price is available,
then the purchase price shall be equal to the net asset value of
such Shares as determined by the Trustees in accordance with
applicable law.  From and after the date fixed for purchase by
the Trustees, and so long as payment of the purchase price for
the Shares to be so redeemed shall have been made or duly
provided for, the holder of any Excess Shares so called for
purchase shall cease to be entitled to distributions, voting
rights and other benefits with respect to such Shares, except the
right to payment of the purchase price for the Shares.
   
     The Declaration also requires that "Business Combinations"
(as defined therein) between the Company and a beneficial holder
of 10% or more of the outstanding Shares be approved by the
affirmative vote of the holders of at least 75% of the Shares
unless: (1) the Trustees by unanimous vote or written consent
shall have expressly approved in advance the acquisition of the
outstanding Shares that caused the Related Person (as defined in
the Declaration) to become a Related Person or shall have
approved the Business Combination prior to the Related Person
involved in the Business Combination having become a Related
Person; or (2) the Business Combination is solely between the
Company and a 100% owned affiliate of the Company.  As permitted
by law, the Company has elected to be governed by such provisions
rather than the provisions of Subtitle 6 of Title 3 of the
Corporations and Associations Article of the Annotated Code of
Maryland regarding business combinations.
    
     Under the Declaration the number of Trustees may be fixed
from time to time by two-thirds of the Trustees or by amendment
of the Declaration by the shareholders of the Company, with a
minimum of three and a maximum of 12 Trustees, a majority of whom
must be Independent Trustees.  The Declaration fixes the current
number of Trustees of the Company at five and divides the
Trustees into three groups.  Trustees in each group are elected
to three-year terms.  As the Trustees' terms expire, replacements
are elected by a majority of the outstanding Shares.  The
classified nature of the Trustees may make it more difficult for
the shareholders to remove the management of the Company than if
all Trustees were elected on an annual basis.  Vacancies may be
filled by a majority of the remaining Trustees, except that a
vacancy among the Independent Trustees must be filled by a
majority of the remaining Independent Trustees or by majority
vote of the Company's shareholders.  Any Trustee may be removed
for cause by all the remaining Trustees, or with or without cause
by vote of two-thirds of the Shares then outstanding and entitled
to vote thereon.

     The provisions regarding business combinations and the
classified nature of the Trustees and certain other matters may
not be repealed or amended without the affirmative vote of at
least 75% of the shareholders of the Company, provided that the
Trustees, by two-thirds vote, may, without the approval or
consent of the shareholders adopt any amendment that they in good
faith determine to be necessary to permit the Company to qualify
as a REIT under the Code.

     The foregoing provisions may have the effect of discouraging
unilateral tender offers or other takeover proposals which
certain shareholders might deem in their interests or pursuant to
which they might receive a substantial premium for their Shares. 
The provisions could also have the effect of insulating current
management against the possibility of removal and could, by
possibly reducing temporary fluctuations in market price caused
by accumulations of shares, deprive shareholders of opportunities
to sell at a temporarily higher market price.  However, the
Trustees believe that inclusion of the business combination
provisions in the Declaration may help assure fair treatment of
shareholders and preserve the assets of the Company.

Control Share Acquisition
   
     Maryland law provides for a limitation of voting rights in a
"control share acquisition".  The Maryland statute defines a
"control share acquisition" at the 20%, 33-1/3% and 50%
acquisition levels, and requires a two-thirds vote (excluding
shares owned by the acquiring person and certain members of
management) to accord voting rights to stock acquired in a
control share acquisition.  The statute would require the target
company to hold a special meeting at the request of an actual or
proposed control share acquiror subject to compliance with
certain conditions by such acquiror.  In addition, unless the
charter, declaration of trust or By-Laws provide otherwise, the
statute gives the Company, within certain time limitations,
various redemption rights if there is a stockholder vote on the
issue and the grant of voting rights is not approved, or if an
"acquiring person statement" is not delivered to the target
company within 10 days following a control share acquisition. 
Moreover, unless the charter, declaration of trust or By-Laws
provide otherwise, the statute provides that if, before a control
share acquisition occurs, voting rights for "control shares" are
approved at a stockholders meeting and the acquiror becomes
entitled to vote a majority of the shares entitled to vote, then
all other stockholders may exercise appraisal rights.  The
statute does not apply to stock acquired in a merger,
consolidation or share exchange if the Company is a party to the
transaction.  An acquisition of shares may be exempted from the
control share statute provided that a charter, declaration of
trust or By-Law provision is adopted for such purpose prior to
the control share acquisition.  There are no such provisions in
the Declaration or By-Laws of the Company.
    
   
              DESCRIPTION OF COMMON SHARE WARRANTS
    
     The Company may issue Common Share Warrants for the purchase
of Common Shares.  Common Share Warrants may be issued
independently or together with any other Offered Securities
offered by any Prospectus Supplement and may be attached to or
separate from such Offered Securities.  Each series of Common
Share Warrants will be issued under a separate warrant agreement
(each, a "Warrant Agreement") to be entered into between the
Company and a warrant agent specified in the applicable
Prospectus Supplement (the "Warrant Agent").  The Warrant Agent
will act solely as an agent of the Company in connection with the
Common Share Warrants of such series and will not assume any
obligation or relationship of agency or trust for or with any
holders or beneficial owners of Common Share Warrants.  The
following sets forth certain general terms and provisions of the
Common Share Warrants offered hereby.  Further terms of the
Common Share Warrants and the applicable Warrant Agreements will
be set forth in the applicable Prospectus Supplement.

     The applicable Prospectus Supplement will describe the terms
of the Common Share Warrants in respect of which this Prospectus
is being delivered, including, where applicable, the following: 

     (1)  the title of such Common Share Warrants; 

     (2)  the aggregate number of such Common Share Warrants; 

     (3)  the price or prices at which such Common Share Warrants
          will be issued;

     (4)  the designation, number and terms of Common Shares
          purchasable upon exercise of such Common Share
          Warrants; 

     (5)  the designation and terms of the other Offered
          Securities with which such Common Share Warrants are
          issued and the number of such Common Share Warrants
          issued with each such Offered Security; 

     (6)  the date, if any, on and after which such Common Share
          Warrants and the related Common Shares will be
          separately transferable; 
   
     (7)  the price at which each Common Share purchasable upon
          exercise of such Common Share Warrants may be
          purchased; 
    
     (8)  the date on which the right to exercise such Common
          Share Warrants shall commence and the date on which
          such right shall expire; 

     (9)  the minimum or maximum amount of such Common Share
          Warrants which may be exercised at any one time;

    (10)  information with respect to book-entry procedures, if
          any;

    (11)  a discussion of certain federal income tax
          considerations; and

    (12)  any other terms of such Common Share Warrants,
          including terms, procedures and limitations relating to
          the exchange and exercise of such Common Share
          Warrants.


               RATIOS OF EARNINGS TO FIXED CHARGES
   
     The Company's ratio of earnings to fixed charges for the
years ended December 31, 1989, 1990, 1991, 1992 and 1993 and the
quarter ended March 31, 1994 was 1.8x, 2.4x, 2.8x, 3.6x 6.8x and
9.6x, respectively.  To date, the Company has not issued any preferred 
shares; therefore, the ratios of earnings to combined fixed charges 
and preferred share dividends are unchanged from the ratios presented 
in this section.
    
     For purposes of computing these ratios, earnings have been
calculated by adding fixed charges (excluding capitalized
interest) to income (loss) before income taxes and extraordinary
items.  Fixed charges consist of interest costs, whether expensed
or capitalized, the interest component of rental expense, and
amortization of debt discounts and issue costs, whether expensed
or capitalized.

                      PLAN OF DISTRIBUTION

     The Company may sell the Offered Securities to one or more
underwriters for public offering and sale by them or may sell the
Offered Securities to investors directly or through agents.  Any
such underwriter or agent involved in the offer and sale of the
Offered Securities will be named in the applicable Prospectus
Supplement.

     Underwriters may offer and sell the Offered Securities at a
fixed price or prices, which may be changed, at prices related to
the prevailing market prices at the time of sale or at negotiated
prices.  The Company also may offer and sell the Offered
Securities in exchange for one or more of its then outstanding
issues of debt or convertible debt securities.  The Company also
may, from time to time, authorize underwriters acting as the
Company's agents to offer and sell the Offered Securities upon
the terms and conditions as are set forth in the applicable
Prospectus Supplement.  In connection with the sale of Offered
Securities, underwriters may be deemed to have received
compensation from the Company in the form of underwriting
discounts or commissions and may also receive commissions from
purchasers of Offered Securities for whom they may act as agent. 
Underwriters may sell Offered Securities to or through dealers,
and such dealers may receive compensation in the form of
discounts, commissions from the underwriters and/or commissions
from the purchasers for whom they may act as agent.

     Any underwriting compensation paid by the Company to
underwriters or agents in connection with the offering of Offered
Securities, and any discounts, concessions or commissions allowed
by underwriters to participating dealers, are set forth in the
applicable Prospectus Supplement.  Underwriters, dealers and
agents participating in the distribution of the Offered
Securities may be deemed to be underwriters, and any discounts
and commissions received by them and any profit realized by them
on resale of the Offered Securities may be deemed to be
underwriting discounts and commissions, under the Securities Act. 
Underwriters, dealers and agents may be entitled, under
agreements entered into with the Company, to indemnification
against and contribution toward certain civil liabilities,
including liabilities under the Securities Act.

     If so indicated in the applicable Prospectus Supplement, the
Company will authorize dealers acting as the Company's agents to
solicit offers by certain institutions to purchase Offered
Securities from the Company at the public offering price set
forth in such Prospectus Supplement pursuant to Delayed Delivery
Contracts ("Contracts") providing for payment and delivery on the
date or dates stated in such Prospectus Supplement.  Each
Contract will be for an amount not less than, and the aggregate
principal amount of Offered Securities sold pursuant to Contracts
shall be not less than, and the aggregate principal amount of
Offered Securities sold pursuant to Contracts shall not be less
nor more than, the respective amounts stated in the applicable
Prospectus Supplement.  Institutions with whom Contracts, when
authorized, may be made include commercial and savings banks,
insurance companies, pension funds, investment companies,
educational and charitable institutions, and other institutions
but will in all cases be subject to the approval of the Company. 
Contracts shall not be subject to any conditions except (i) the
purchase by an institution of the Offered Securities covered by
its Contracts shall not at the time of delivery be prohibited
under the law of any jurisdiction in the United States to which
such institution is subject, and (ii) if the Offered Securities
are being sold to underwriters, the Company shall have sold to
such underwriters the total principal amount of the Offered
Securities less the principal amount thereof covered by
Contracts.

     Certain of the underwriters and their affiliates may be
customers of, engage in transactions with and perform services
for the Company and its subsidiaries in the ordinary course of
business.

                          LEGAL MATTERS

     Certain legal matters with respect to the Shares offered by
the Company will be passed upon for the Company by Sullivan &
Worcester, Boston, Massachusetts and for any underwriters,
dealers or agents by counsel named in the applicable Prospectus
Supplement.  Sullivan & Worcester and such counsel will rely, as
to all matters of Maryland law, upon the opinion of Piper &
Marbury, Baltimore, Maryland.  Barry M. Portnoy, a partner in the
firm of Sullivan & Worcester, is a Trustee of the Company, a
director and 50% shareholder of each of HRPT Advisors, Inc., the
Company's investment advisor (the "Advisor"), Connecticut
Subacute Corporation ("CSC"), and Connecticut Subacute
Corporation II ("CSCII") and a director of Horizon.  Sullivan &
Worcester represents the Advisor, CSC, CSCII and certain
affiliates of each of the foregoing on various matters.  CSC,
CSCII and Horizon are tenants of the Company.

                             EXPERTS

     The financial statements of the Company appearing in the
Company's Annual Report (Form 10-K) for the year ended December
31, 1993; the consolidated financial statements of Greenery
appearing in the Greenery Annual Report (Form 10-K) for the year
ended September 30, 1993; and the consolidated financial
statements of GranCare appearing in the GranCare Annual Report
(Form 10-K) for the year ended December 31, 1993, have been
audited by Ernst & Young, independent auditors, as set forth in
their reports thereon included therein and incorporated herein by
reference. Such financial statements are incorporated herein by
reference in reliance upon such reports given upon the authority
of such firm as experts in accounting and auditing.

     The audited consolidated financial statements and schedules
of Horizon incorporated by reference in this Prospectus and
elsewhere in the registration statement to the extent and for the
periods indicated in their reports, have been audited by Arthur
Andersen & Co. and KPMG Peat Marwick, independent public
accountants, and are included herein in reliance upon the
authority of said firms as experts in giving said reports.
   
     The consolidated financial statements and schedules of
Marriott incorporated by reference in this Prospectus and
elsewhere in the registration statement have been audited by
Arthur Andersen & Co., independent public accountants, as
indicated in their report with respect thereto, and are included
herein in reliance upon the authority of said firm as experts in
giving said report.  Reference is made to said report, which
includes an explanatory paragraph with respect to the change in
the method of accounting for income taxes as discussed in "Income
Taxes" in the notes to the consolidated financial statements.
    








     THE DECLARATION OF TRUST ESTABLISHING THE COMPANY, DATED
OCTOBER 9, 1986, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS
THERETO (THE "DECLARATION"), IS DULY FILED IN THE OFFICE OF THE
DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND,
PROVIDES THAT THE NAME "HEALTH AND REHABILITATION PROPERTIES
TRUST" REFERS TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY
AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO
TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF THE COMPANY
SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY,
FOR ANY OBLIGATION OF, OR CLAIM AGAINST, THE COMPANY. ALL PERSONS
DEALING WITH THE COMPANY, IN ANY WAY, SHALL LOOK ONLY TO THE
ASSETS OF THE COMPANY FOR THE PAYMENT OF ANY SUM OR THE
PERFORMANCE OF ANY OBLIGATION.

                             PART II
             INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

  Set forth below is an estimate of the amount of fees and
expenses to be incurred in connection with the issuance and
distribution of the Offered Securities registered hereby, other
than underwriting discounts and commissions.
   
         Registration Fee Under Securities Act . .  $118,967
         Blue Sky Fees and Expenses. . . . . . . .   $35,000
         Legal Fees. . . . . . . . . . . . . . . .  $150,000
         Accounting Fees . . . . . . . . . . . . .  $100,000
         Printing and Engraving. . . . . . . . . .   $25,000
         Rating Agencies Fees. . . . . . . . . . .  $245,000
         Trustee Fees (including counsel fees) . .   $15,000
         Miscellaneous Fees. . . . . . . . . . . .    $61,033
            Total. . . . . . . . . . . . . . . . .$   750,000
    


ITEM 15.  INDEMNIFICATION OF TRUSTEES AND OFFICERS.

         Section 7.4 of the Company's Declaration of Trust,
filed as Exhibit 3.1 to this Registration Statement, which
provides for indemnification of Trustees and officers of the
Company, is hereby incorporated by reference.

         Reference is made to Section 7 of the Underwriting
Agreements (Exhibits 1.1 and 1.2 hereto) with respect to certain
provisions for indemnification by the Underwriters of the
Company, Trustees, officers and controlling persons under certain
circumstances.

ITEM 16.  EXHIBITS.
   
         1.1   - Form of Underwriting Agreement for Debt
Securities
         1.2   - Form of Underwriting Agreement for Equity
Securities
         4.1   - Form of Indenture, to be dated as of June 1,
1994
         4.2   - Form of Debt Security(1)
         4.3   - Form of Common Shares Warrant Agreement(1)
         4.4   - Form of Articles Supplementary for the
Preferred Shares(1)
         4.5   - Form of Preferred Shares Certificate(1)
         5.1   - Opinion of Sullivan & Worcester
         5.2   - Opinion of Piper & Marbury
         8     - Opinion of Sullivan & Worcester re: tax matters
         12    - Calculation of Ratios of Earnings to Fixed
Charges
         23.1  - Consent of Ernst & Young
         23.2  - Consents of Arthur Andersen & Co.
         23.3  - Consent of KPMG Peat Marwick
         23.4  - Consent of Sullivan & Worcester (included in
Exhibits 5.1 and 8)
         23.5  - Consent of Piper & Marbury (included in Exhibit
5.2)
         25    - Statement of Eligibility of Trustee on Form T-1
    
_____________
(1)      To be filed by amendment or incorporated by reference
         in connection with the offering of Offered Securities.



ITEM 17.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:

         (i)  To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;

         (ii)  To reflect in the prospectus any facts or events
         arising after the effective date of the registration
         statement (or the most recent post-effective amendment
         thereof) which, individually or in the aggregate,
         represent a fundamental change in the information set
         forth in this registration statement;

         (iii)  To include any material information with respect
         to the plan of distribution not previously disclosed in
         this registration statement or any material change to
         such information in this registration statement;

provided, however, that subparagraphs (i) and (ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in the periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities and Exchange Act of 1934 that are
incorporated by reference in this registration statement.

(2)  That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
Securities offered herein, and the offering of such Securities at
that time shall be deemed to be the initial bona fide offering
thereof.

(3)  To remove from registration by means of a post-effective
amendment any of the Securities being registered which remain
unsold at the termination of the offering.

         The undersigned Registrant hereby further undertakes
that, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange of 1934 that is incorporated by reference in
this registration statement shall be deemed to be a new
registration statement relating to the Securities offered herein,
and the offering of such Securities at that time shall be deemed
to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to trustees,
officers and controlling persons of the Registrant pursuant to
the provisions described under Item 15 of this registration
statement, or otherwise (other than insurance), the Registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy
as expressed in such Act and is, therefore, unenforceable.  In
the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a trustee, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling
person in connection with the Securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is public policy as expressed in such Act
and will be governed by the final adjudication of such issue.

                           SIGNATURES
   
  Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-3 and has duly caused this amendment to its registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston, Commonwealth of
Massachusetts on June 2, 1994.
    
                    HEALTH AND REHABILITATION PROPERTIES TRUST


                       By: David J. Hegarty               
                            David J. Hegarty,             
                             Executive Vice President   

  Pursuant to the requirements of the Securities Act of 1933, as
amended, this amendment to the Registrant's Registration
Statement on Form S-3 has been signed by the following persons in
the capacities and on the dates indicated:
   



Signatures                          Title               Date

                                                
                              
Mark J. Finkelstein           President and Chief      June 2, 1994
  Mark J. Finkelstein         Executive Officer


David J. Hegarty              Executive Vice President
  David J. Hegarty            and Chief Financial and
                              Accounting Officer        June 2, 1994


John L. Harrington*           Trustee                   June 2, 1994
  John L. Harrington


Arthur G. Koumantzelis*       Trustee                   June 2, 1994
  Arthur G. Koumantzelis


Rev. Justinian Manning, C.P.* Trustee                   June 2, 1994
  Rev. Justinian Manning, C.P.


Barry M. Portnoy              Trustee                  June 2, 1994
    Barry M. Portnoy


Gerard M. Martin             Trustee                  June 2, 1994
    Gerard M. Martin


*By:David J. Hegarty      
    David J. Hegarty
    Attorney-in-fact

    

EX-1.1

 







                      HEALTH AND REHABILITATION PROPERTIES TRUST
                      (a Maryland real estate investment trust)

                               $______________________

                           __% [Notes/Debentures] Due ____


                                  PURCHASE AGREEMENT


          ____________ __, 199_


          [Name and Address
          of Lead Underwriters]

          Dear Sirs:

               Health and Rehabilitation Properties Trust, a real estate
          investment trust organized under the laws of the State of
          Maryland (the "Company"), confirms its agreement with [LEAD
          UNDERWRITERS] 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), for whom [LEAD UNDERWRITERS] are acting
          as representatives (in such capacity, [LEAD UNDERWRITERS] shall
          hereinafter be referred to as the "Representatives"), with
          respect to the sale by the Company and the purchase by the
          Underwriters, acting severally and not jointly, of the aggregate
          amount of the Company's [DESCRIPTION OF SECURITIES] (the
          "Securities") set forth in said Schedule A, except as may
          otherwise be provided in the Pricing Agreement, as hereinafter
          defined.  The Securities are to be issued pursuant to an
          Indenture, dated as of June 1, 1994 (the "Indenture"), between
          the Company and Shawmut Bank N.A. as trustee (the "Trustee") and
          a Supplemental Indenture to be dated as of ____________, 199__
          (the "Supplemental Indenture"), between the Company and the
          Trustee.

               Prior to the purchase and public offering of the Securities
          by the several Underwriters, the Company and the Representatives,
          acting on behalf of the several Underwriters, shall enter into an
          agreement substantially in the form of Exhibit A hereto (the
          "Pricing Agreement").  The Pricing Agreement may take the form of
          an exchange of any standard form of written telecommunication
          between the Company and the Representatives and shall specify
          such applicable information as is indicated in Exhibit A hereto. 
          The offering of the Securities will be governed by this
          Agreement, as supplemented by the Pricing Agreement.  From and
          after the date of the execution and delivery of the Pricing
          Agreement, this Agreement shall be deemed to incorporate the
          Pricing Agreement.







               The Company has filed with the Securities and Exchange
          Commission (the "Commission") a registration statement on Form
          S-3 (No. 33-53173) for the registration of the Shares under the
          Securities Act of 1933, as amended (the "1933 Act"), and has
          filed such amendments thereto, if any, as may have been required
          to the date hereof.  Such registration statement (as amended, if
          applicable) and the prospectus constituting a part thereof
          (including, in each case, all documents incorporated or deemed to
          be incorporated by reference therein and the information, if any,
          deemed to be a part thereof pursuant to Rule 430A(b) of the rules
          and regulations under the 1933 Act (the "1933 Act Regulations")),
          as from time to time amended or supplemented pursuant to the 1933
          Act, are hereinafter referred to as the "Registration Statement"
          and the "Prospectus", respectively, except that if any revised
          prospectus or prospectus supplement shall be provided to the
          Underwriters by the Company for use in connection with the
          offering of the Securities which differs from the Prospectus on
          file at the Commission at the time the Registration Statement
          becomes effective (whether or not such revised prospectus or
          prospectus supplement is required to be filed by the Company
          pursuant to Rule 424(b) of the 1933 Act Regulations), the term
          "Prospectus" shall refer to such revised prospectus from and
          after the time it is first provided to the Underwriters for such
          use.  All references in this Agreement to financial statements
          and schedules and other information which is "contained,"
          "included" or "stated" in the Registration Statement or the
          Prospectus (and all other references of like import) shall be
          deemed to mean and include all such financial statements and
          schedules and other information which is or is deemed to be
          incorporated by reference in the Registration Statement or the
          Prospectus, as the case may be; and all references in this
          Agreement to amendments or supplements to the Registration
          Statement or the Prospectus shall be deemed to mean and include
          the filing of any document under the Securities Exchange Act of
          1934 (the "1934 Act") which is or is deemed to be incorporated by
          reference in the Registration Statement or the Prospectus, as the
          case may be.

               The Company understands that the Underwriters propose to
          make a public offering of the Securities as soon as the
          Representatives deem advisable after the Pricing Agreement has
          been executed and delivered.

               Section 1.  Representations and Warranties.

               (a)  The Company represents and warrants to each Underwriter
          as of the date hereof and as of the date of the Pricing Agreement
          (such latter date being hereinafter referred to as the
          "Representation Date") as follows:

                    (i)  At the time the Registration Statement became
               effective and at the Representation Date, the Registration
               Statement complied or will comply in all material respects
               with the requirements of the 1933 Act and the 1933 Act
               Regulations and did not or will not contain an untrue

                                         -2-







               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.  The Prospectus, at the
               Representation Date (unless the term "Prospectus" refers to
               a prospectus which has been provided to the Underwriters by
               the Company for use in connection with the offering of the
               Securities which differs from the Prospectus on file at the
               Commission at the Representation Date, in which case at the
               time it is first provided to the Underwriters for such use)
               and at Closing Time referred to in Section 2 hereof, will
               not contain 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; provided, however,
               that the representations and warranties in this subsection
               shall not apply to (a) that part of the Registration
               Statement that constitutes the Statement of Eligibility and
               Qualification (Form T-1) of the Trustee under the Trust
               Indenture Act of 1939 or (b) those parts of the Registration
               Statement or Prospectus made in reliance upon and in
               conformity with information furnished to the Company in
               writing by any Underwriter through the Representatives
               expressly for use in the Registration Statement or
               Prospectus.

                   (ii)  The documents incorporated or deemed to be
               incorporated by reference in the Prospectus, 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 under the 1934 Act (the "1934 Act
               Regulations"), and, when read together with the other
               information in the Prospectus, at the time the Registration
               Statement becomes effective and at the Closing Time, 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, in the light of
               the circumstances under which they were made, not
               misleading.

                   (iii)  The Company is duly organized, validly existing
               and in good standing under the laws of its jurisdiction of
               organization, with trust power and authority to carry on its
               business and to own or lease its properties as described in
               the Registration Statement, and the Company owns or
               possesses all licenses and permits necessary for the conduct
               of its business and the ownership, leasing and operation of
               its properties, except such licenses and permits as to which
               the failure to own or possess would not in the aggregate
               have a material adverse effect on the condition, financial
               or otherwise, or the earnings, business affairs or business
               prospects of the Company; and the Company is duly qualified
               and in good standing as a foreign entity authorized to do
               business in each jurisdiction in which the nature of its
               business or its ownership or leasing of property requires

                                         -3-







               such qualification, except where the failure to be so
               qualified would not have a material adverse effect on the
               condition, financial or otherwise, or the earnings, business
               affairs or business prospects of the Company.  The Company
               has no subsidiaries.  The Company neither owns nor controls,
               directly or indirectly, any capital stock or other equity
               interest in any corporation, partnership or other entity.

                  (iv)  (a) The Indenture has been duly authorized,
               executed and delivered by the Company and is a valid and
               binding agreement of the Company in accordance with its
               terms, and (b) the Supplemental Indenture has been
               authorized by all necessary trust action and, when executed
               and delivered in accordance with the provisions of the
               Indenture, will be a valid and binding agreement of the
               Company, in each case subject to applicable bankruptcy,
               insolvency, reorganization, moratorium and similar laws
               affecting creditors' rights generally and equitable
               principles and has been duly qualified under the Trust
               Indenture Act of 1939, as amended.

                  (v)  The Securities have been authorized by all necessary
               trust action and, when executed and authenticated in
               accordance with the provisions of the Indenture and the
               Supplemental Indenture and delivered and paid for pursuant
               to this Agreement, will be valid and binding obligations of
               the Company in accordance with their terms, subject to
               applicable bankruptcy, insolvency, reorganization,
               moratorium and similar laws affecting creditors' rights
               generally and equitable principles.

                   (vi)  The Securities conform to the description thereof
               in the Registration Statement and the Prospectus.

                    (vii)  The accountants who have certified the financial
               statements of the Company, and, to the Company's knowledge,
               of Greenery Rehabilitation Group, Inc. and its subsidiaries
               ("Greenery"), GranCare, Inc. and its subsidiaries
               ("Grancare"), Horizon Healthcare Corporation ("Horizon") and
               its subsidiaries and Marriott International, Inc.
               ("Marriott") incorporated by reference into the Registration
               Statement and the Prospectus are independent certified
               accountants as required by the 1933 Act.  The financial
               statements of the Company, and, to the Company's knowledge,
               of other entities, incorporated by reference into the
               Registration Statement present fairly the financial position
               and results of operations of the Company and the other
               entities purported to be shown thereby at the respective
               dates and for the respective periods specified, and have
               been prepared in accordance with generally accepted
               accounting principles applied on a consistent basis
               throughout such periods.  

                   (viii)  Except as disclosed in the Registration
               Statement and Prospectus, there is not now pending or, to

                                         -4-







               the knowledge of the Company, threatened, any litigation,
               action, suit or proceeding to which the Company or, to the
               best knowledge of the Company, GranCare, Sun Healthcare
               Group, Inc. ("Sun"), Marriott, Beverly Enterprises,
               Integrated Health Services and Hillhaven (collectively, the
               "Operators") or HRPT Advisors, Inc. (the "Advisor") is or
               will be a party before or by any court or governmental
               agency or body, which (A) might result in any material
               adverse change in the condition, financial or otherwise, or
               in the earnings, business affairs or business prospects of
               the Company or, to the best knowledge the Company, of the
               Operators or the Advisor or (B) might materially and
               adversely affect the property or assets of the Company or,
               to the best knowledge of the Company, of the Operators or
               the Advisor, or (C) relates to environmental matters
               involving the Company or, to the best knowledge of the
               Company, of the Operators or the Advisor, or (D) relates to
               discrimination on the basis of age, sex, religion or race,
               relating to the Company or, to the best knowledge of the
               Company, of the Operators or the Advisor, or (E) concerns
               the Company or, to the best knowledge of the Company, of the
               Operators or the Advisor, and is required to be disclosed in
               the Prospectus.

                  (ix)  Except as otherwise set forth in the Registration
               Statement, the Company has good and marketable title or
               ground leases, free and clear of all liens, claims,
               encumbrances and restrictions, except liens for taxes not
               yet due and payable and other liens and encumbrances which
               do not, either individually or in the aggregate, adversely
               affect the current use or value thereof, to all property and
               assets described in the Registration Statement as being
               owned by it.  All leases to which the Company is a party
               relating to real property, and all other leases which are
               material to the business of the Company, are valid and
               binding and no default (to the Company's knowledge in the
               case of leases to which the Company is a party as lessor)
               has occurred or is continuing thereunder, and the Company
               enjoys peaceful and undisturbed possession under all such
               leases to which it is a party as lessee.  With respect to
               the Properties (as such term is defined in the Prospectus),
               the Company has such documents, instruments, certificates,
               opinions and assurances, including without limitation, fee,
               leasehold owners or mortgage title insurance policies
               (disclosing no material encumbrances or title exceptions
               except as otherwise set forth in the Registration
               Statement), legal opinions and property insurance policies
               in each case in form and substance as are usual and
               customary in transactions involving the purchase of similar
               real estate and are appropriate for the Company to have
               obtained.  Each of the Company and, to the best knowledge of
               the Company, the Operators and the Advisor has all
               governmental licenses, certificates, permits,
               authorizations, approvals, franchises or other rights
               necessary to engage in the business currently conducted by

                                         -5-







               it, except such licenses and permits as to which the failure
               to own or possess will not in the aggregate have a material
               adverse effect on the condition, financial or otherwise, or
               the earnings, business affairs or business prospects of the
               Company, or, to the best knowledge of the Company, the
               Operators or the Advisor and neither the Company nor, to the
               best knowledge of the Company, the Operators or the Advisor
               has any reason to believe that any governmental body or
               agency is considering limiting, suspending or revoking any
               such license, certificate, permit, authorization, approval,
               franchise or right.

                 (x)  The Company has filed all Federal, State and foreign
               income tax returns which have been required to be filed and
               has paid all taxes indicated by said returns and all
               assessments received by it to the extent that such taxes
               have become due.

                   (xi)  Since the dates as of which information is given
               in the Registration Statement, except as otherwise stated or
               contemplated therein (i) 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 or, to the knowledge of the Company, of the
               Operators or the Advisor, whether or not arising in the
               ordinary course of business, (ii) there have been no
               material transactions entered into by the Company or, to the
               knowledge of the Company, the Operators or the Advisor,
               other than transactions in the ordinary course of business,
               that would, to the Company's knowledge, be materially
               adverse to, or have a material adverse effect on, the
               Company, (iii) neither the Company nor, to the knowledge of
               the Company, the Operators or the Advisor has incurred any
               obligation, contingent or otherwise, that would, to the
               Company's knowledge, be materially adverse to, or have a
               material adverse effect on, the Company, (iv) there has been
               no change in the capital stock or debt of the Company and
               (v) there has been no dividend or distribution of any kind
               declared, paid or made by the Company on its capital stock.

                    (xii)  Neither the Company nor, to the best knowledge
               of the Company, the Operators or the Advisor is in violation
               of its charter documents or bylaws or in default in the
               performance of any obligation, agreement or condition
               contained in any bond, debenture, note or any other evidence
               of indebtedness or in any indenture, instrument or agreement
               to which the Company or any of its subsidiaries or, to the
               best knowledge of the Company, the Operators or the Advisor
               is a party or by which any of their respective properties
               may be bound or affected, except for any such violation that
               would not have a material adverse effect on the condition,
               financial or otherwise, or in the respective earnings,
               business affairs or business prospects of any of them. 
               Neither the Company nor any of its subsidiaries nor, to the
               best knowledge of the Company, the Operators or the Advisor

                                         -6-







               is in violation of any law, ordinance, governmental rule or
               regulation or court decree to which it is subject, except
               for any such violation that would not have a material
               adverse effect on the condition, financial or otherwise, or
               in the respective earnings, business affairs or business
               prospects of any of them.  The execution, delivery and
               performance of this Agreement and the Pricing Agreement,
               compliance by the Company with all provisions hereof, and
               the consummation of the transactions contemplated hereby,
               will not violate or conflict with or constitute a breach of
               any of the terms or provisions of, or constitute a default
               under (i) the Declaration of Trust of the Company or, to the
               best knowledge of the Company, the certificate of
               incorporation of the Operators or the Advisor, or (ii) any
               bond, debenture, note or other evidence of indebtedness or
               any material indenture, instrument or agreement to which the
               Company or, to the best knowledge of the Company, the
               Operators or the Advisor is a party or which binds the
               Company or its properties or, to the best knowledge of the
               Company, the Operators or the Advisor or any of their
               respective properties, or (iii) (assuming compliance with
               all applicable state securities or Blue Sky laws) any law,
               regulation or ruling or any order, judgment or decree to
               which the Company or its properties or, to the best
               knowledge of the Company, the Operators or the Advisor or
               any of their respective properties may be subject.

                   (xiii)  Each approval, consent, order, authorization,
               designation, declaration or filing by or with any
               regulatory, administrative or other governmental body
               necessary in connection with the execution and delivery by
               the Company of this Agreement and the Pricing Agreement and
               the consummation of the transactions herein contemplated
               (except such additional steps as may be required by the
               National Association of Securities Dealers, Inc. (the
               "NASD") or may be necessary to qualify the Securities for
               public offering by the Underwriters under state securities
               or Blue Sky laws) has been obtained or made and is in full
               force and effect.

                  (xiv)  The Company owns or possesses adequate licenses or
               other rights to use all patents, trademarks, service marks,
               trade names, copyrights and know-how (including trade
               secrets, and other proprietary and confidential information,
               systems or procedures) necessary to conduct the businesses
               now operated by it as described in the Prospectus, and,
               except as disclosed to the Representatives in writing, the
               Company has not received any notice of infringement of or
               conflict with (and no officer or trustee of the Company
               knows of any such infringement of or conflict with) asserted
               rights of others with respect to any patents, trademarks,
               service marks, trade names, copyrights or know-how.

                 (xv)  The organization of the Company is in conformity
               with the requirements of the Internal Revenue Code of 1986,

                                         -7-







               as amended (the "Code"), for qualification as a real estate
               investment trust, and the Company's present ownership,
               business and operations as described in the Prospectus
               enable it to meet the present requirements of the Code for
               such qualification for 1994 and subsequent years.  The
               Company qualified as a real estate investment trust for its
               1987, 1988, 1989, 1990, 1991, 1992 and 1993 taxable years.

                  (xvi)  The Company is not required to register as an
               "investment company" within the meaning of the Investment
               Company Act of 1940, as amended.

                   (xvii)  Except with respect to the properties listed on
               the schedule provided to the Underwriters at Closing Time
               (as defined herein) which are not in compliance with this
               subsection (a)(xv), but which non-compliance would not in
               the aggregate have a material adverse effect in the
               condition, financial or otherwise, or the earnings, business
               affairs or business prospects of the Company, to the
               Company's knowledge, after due investigation, and except for
               Hazardous Materials or substances which are handled and/or
               disposed of in compliance with all applicable federal, state
               and local requirements, the real property owned, leased or
               otherwise utilized by the Company in connection with the
               operation of its business, including without limitation, any
               subsurface soils and ground water (the "Realty"), is free of
               contamination from any Hazardous Materials.  To the
               Company's knowledge, after due investigation, the Realty
               does not contain any underground storage or treatment tanks,
               active or abandoned water, gas or oil wells, or any other
               underground improvements or structures, other than the
               foundations, footings or other supports for the improvements
               located thereon which based on present knowledge could
               presently or at any time in the future cause a material
               detriment to or materially impair the beneficial use thereof
               by the Company or constitute or cause a significant health,
               safety or other environmental hazard to occupants or users
               thereof without regard to any special conditions of such
               occupants or users.  The Company represents that, after due
               investigation, it has no knowledge of any material
               violation, with respect to the Realty, of any Environmental
               Law, or of any material liability on the part of the
               Company, with respect to the Realty, resulting from the
               presence, use, release, threatened release, emission,
               disposal, pumping, discharge, generation or processing of
               any Hazardous Materials.  As used herein, "Environmental
               Law" means any federal, state or local statute, regulation,
               judgment, order, or authorization relating to emissions,
               discharges, releases or threatened releases of Hazardous
               Materials into ambient air, surface water, ground water,
               publicly owned treatment works, septic systems or land, or
               otherwise relating to the pollution or protection of health
               or the environment.  As used herein, "Hazardous Materials"
               means any substance, material or waste which is regulated by
               any federal, state or local governmental or quasi-

                                         -8-







               governmental authority, and includes, without limitation,
               (a) any substance, material or waste defined, used or listed
               as a "hazardous waste", "hazardous substance", "toxic
               substance", "medical waste", "infectious waste" or other
               similar terms as defined or used in any Environmental Law,
               as such Environmental Law may from time to time be amended,
               and; (b) any petroleum products, asbestos, lead-based paint,
               polychlorinated biphenyls, flammable explosives or
               radioactive materials.

                  (xviii)  The Advisory Agreement (as defined in the
               Prospectus) 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 or other similar laws
               relating to or affecting the rights or remedies of creditors
               or (b) the effect of general principles of equity, whether
               enforcement is considered in a proceeding in equity or at
               law, and the discretion of the court before which any
               proceeding therefore may be brought.

                 (xix)   The Company is in compliance with all of the
               provisions of Section 517.075 of the Florida statutes, and
               all rules and regulations promulgated thereunder relating to
               issuers doing business in Cuba.

               (b)  Any certificate signed by any officer of the Company
          and delivered to the Representatives or to counsel for the
          Underwriters shall be deemed a representation and warranty by the
          Company to each Underwriter as to the matters covered thereby.

               Section 2.  Sale and Delivery to Underwriters; Closing.

               (a)  On the basis of the representations and warranties
          herein contained and subject to the terms and conditions herein
          set forth, the Company agrees to sell to each Underwriter,
          severally and not jointly, and each Underwriter, severally and
          not jointly, agrees to purchase from the Company, at the purchase
          price set forth in the Pricing Agreement, the respective
          principal amount of Securities set forth in Schedule A opposite
          the name of such Underwriter (except as otherwise provided in the
          Pricing Agreement), plus (a) accrued interest, if any, from
          ______ to the date of payment and delivery, and (b) any
          additional principal amount of Securities which such Underwriter
          may become obligated to purchase pursuant to the provisions of
          Section 10 hereof.

               (b)  Payment of the purchase price for and delivery of
          certificates for the Securities shall be made at the office of
          Sullivan & Worcester, One Post Office Square, Boston,
          Massachusetts 02109, or at such other place as shall be agreed
          upon by the Representatives and the Company, at 10:00 A.M. on
          such date as shall be agreed upon by the Representatives and the
          Company (such time and date of payment and delivery being herein

                                         -9-







          called "Closing Time").  Payment shall be made by certified or
          official bank check or checks in New York Clearing House or
          similar next day funds payable to the order of the Company
          against delivery to the Representatives for the respective
          accounts of the Underwriters of certificates for the Securities
          to be purchased by them.  The certificates for the Securities
          shall be in such authorized denominations and registered in such
          names as the Representatives may request in writing at least two
          business days before Closing Time [, with any transfer taxes
          payable in connection with the transfer of the Securities to the
          Underwriters duly paid].  It is understood that each Underwriter
          has authorized the Representatives, for its account, to accept
          delivery of, receipt for, and make payment of the purchase price
          for, the Securities which it has agreed to purchase. [LEAD
          UNDERWRITERS], individually and not as representatives of the
          several Underwriters, may (but shall not be obligated to) make
          payment of the purchase price for the Securities to be purchased
          by any Underwriter whose check has not been received by Closing
          Time, but any such payment shall not relieve such Underwriter
          from its obligations hereunder.  The certificates for the
          Securities will be made available for examination and packaging
          by the Representatives not later than 10:00 A.M. on the last
          business day prior to Closing Time.

               Section 3.  Covenants of the Company.  The Company covenants
          with each Underwriter as follows:

               (a)  The Company will notify the Representatives
          immediately, and confirm the notice in writing, (i) of the
          effectiveness of any post-effective amendment to the Registration
          Statement, (ii) of the receipt of any comments from the
          Commission, (iii) of any request by the Commission for any
          amendment to the Registration Statement or any amendment or
          supplement to the Prospectus or for additional information
          relating thereto, and (iv) 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.

               (b)  The Company will give the Representatives 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 revised prospectus which the Company
          proposes for use by the Underwriters in connection with the
          offering of the Securities which differs from the prospectus on
          file at the Commission at the time 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 Representatives 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.

                                         -10-







               (c)  The Company will deliver to the Representatives a
          conformed copy of the Registration Statement as originally filed
          and of each amendment thereto (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) for each of the Underwriters.

               (d)  The Company will furnish to each Underwriter, 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 of the Prospectus (as amended or supplemented) as such
          Underwriter may reasonably request for the purposes contemplated
          by the 1933 Act, the 1933 Act Regulations, the 1934 Act or 1934
          Act Regulations.

               (e)  If any event shall occur as a result of which it is
          necessary, in the opinion of counsel for 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 to a purchaser, the Company
          will either (i) forthwith prepare and furnish to the Underwriters
          a reasonable number of copies of 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 for the Underwriters, which
          will amend or supplement the Prospectus so that it will not
          contain 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 to a purchaser, not misleading.

               (f)  The Company will endeavor in good faith, in cooperation
          with the Underwriters, to qualify the Securities 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 Representatives 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
          Securities 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 Securities.

               (g)  The Company will make generally available to its
          security holders as soon as reasonably practicable, but not later
          than 60 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 Statement.  "Earning
          statement", "make generally available" and "effective date" will
          have the meanings contained in Rule 158 of the 1933 Act
          Regulations.

                                         -11-







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

               (i)  The Company currently intends to continue to elect to
          qualify as a "real estate investment trust" under the Internal
          Revenue Code of 1986, as amended, and use its best efforts to
          continue to meet the requirements to qualify as a "real estate
          investment trust".

               Section 4.  Payment of Expenses.  The Company will pay all
          expenses incident to the performance of its obligations under
          this Agreement, including (i) the printing and filing of the
          Registration Statement as originally filed and of each amendment
          thereto, (ii) the cost of printing, or reproducing, and
          distributing to the Underwriters copies of this Agreement and the
          Pricing Agreement, (iii) the preparation, issuance and delivery
          of the certificates for the Securities to the Underwriters, (iv)
          the fees and disbursements of counsel for the Company, referred
          to in Section 5(b) hereof, (v) the fees and disbursements of the
          Company's accountants, (vi) the qualification of the Securities
          under securities laws and real estate syndication laws in
          accordance with the provisions of Section 3(f), including filing
          fees and the fee and disbursements of counsel for the Company in
          connection therewith and in connection with the preparation of
          the Blue Sky Survey, (vii) the printing and delivery to the
          Underwriters of copies of the Registration Statement as
          originally filed and of each amendment thereto, and of the
          Prospectus and any amendments or supplements thereto, (viii) the
          cost of printing or reproducing and delivering to the
          Underwriters copies of the Blue Sky Survey, (ix) the fee of the
          NASD, and (x) any transfer taxes imposed on the sale of the
          Securities to the several Underwriters.

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

               Section 5.  Conditions of Underwriters' Obligations.  The
          obligations of the Underwriters hereunder are subject to the
          accuracy of the representations and warranties of the Company
          herein contained, to the performance by the Company of its
          obligations hereunder, and to the following further conditions:

               (a)  The Registration Statement shall have become effective,
          and at Closing Time no stop order suspending the effectiveness of
          the Registration Statement shall have been issued under the 1933
          Act or proceedings therefor initiated or threatened by the
          Commission.  The price of the Securities and any price-related
          information previously omitted from the effective Registration
          Statement pursuant to Rule 415 of the 1993 Act Regulations shall
          have been transmitted to the Commission for filing pursuant to

                                         -12-







          Rule 424(b) of the 1933 Act Regulations within the prescribed
          time period, and prior to Closing Time the Company shall have
          provided evidence satisfactory to the Representatives of such
          timely filing, or a post-effective amendment providing such
          information shall have been filed and declared effective in
          accordance with the requirements of the 1933 Act Regulations.

               (b)  At Closing Time the Representatives shall have
          received:

                    (1)  The favorable opinion, dated as of Closing Time,
               of Sullivan & Worcester, counsel for the Company, in form
               and substance satisfactory to counsel for the Underwriters,
               to the effect that:

                    (i)  The Company has been duly organized and is validly
               existing as a real estate investment must in good standing
               under the laws of its jurisdiction of organization and has
               the trust power and authority to carry on its business and
               to own or lease and operate its property as described in the
               10-K incorporated by reference.

                   (ii)  The Company is duly qualified to do business and
               is in good standing in each of the following jurisdictions:
               [A list of the jurisdictions in which the Company is so
               qualified].

                  (iii)  The Company has the requisite power and authority
               to enter into and perform this Agreement, and the Pricing
               Agreement, the Indenture and the Supplemental Indenture; the
               Company has the requisite power and authority to issue and
               deliver the Securities.

                   (iv)  This Agreement, the Pricing Agreement, the
               Indenture and the Supplemental Indenture have been duly
               authorized, executed and delivered by the Company.

                    (v)  (A) The Securities have been duly authorized and,
               when executed and authenticated in accordance with the
               provisions of the Indenture and the Supplemental Indenture
               and delivered and paid for in accordance with the terms of
               this Agreement and the Pricing Agreement, will be valid and
               binding obligations of the Company in accordance with their
               terms, subject to applicable bankruptcy, insolvency,
               reorganization, moratorium and similar laws affecting
               creditors' rights generally equitable principles; (B) the
               certificates for the Securities are valid and in proper
               legal form; and (C) to such counsel's knowledge, there are
               no holders of securities of the Company entitled to require
               the Company to register shares of the Company's common
               shares of beneficial interest or other securities under the
               1933 Act.




                                         -13-







                   (vi)  The Company is not required to register as an
               "investment company" within the meaning of the Investment
               Company Act of 1940, as amended.

                  (vii)  To the extent required to be described therein,
               the Securities and the rights related thereto conform in all
               material respects to the descriptions in the Registration
               Statement and Prospectus.

                 (viii)  The Registration Statement has become effective
               under the 1933 Act, and, to such counsel's knowledge, no
               stop order suspending the effectiveness of the Registration
               Statement has been issued and no proceeding for that purpose
               has been instituted by or is pending before the Commission.

                   (ix)  To such counsel's knowledge, there is no legal or
               governmental proceeding pending or threatened against the
               Company or to which the Company is a party or to which any
               of the properties of the Company is subject which is
               required to be described in the Registration Statement or
               Prospectus and is not so described, or any contract, lease
               or other document which is required to be described in the
               Registration Statement or Prospectus or is required to be
               filed as an exhibit to the Registration Statement which is
               not described or filed as required; the descriptions thereof
               or references thereto are accurate in all material respects;
               and, to such counsel's knowledge, each contract, lease or
               document so described is in full force and effect in
               accordance with its terms.

                    (x)  Neither the Company nor the Advisor is in
               violation of its charter documents or bylaws or, to such
               counsel's knowledge, in default in the performance of any
               material obligation, agreement or condition contained in any
               bond, debenture, note or any other evidence of indebtedness
               or in any material indenture, instrument or other agreement
               to which the Company or the Advisor is a party or which
               binds the Company or the Advisor or any of their property;
               to such counsel's knowledge, neither the Company nor the
               Advisor is in violation of any law, ordinance, governmental
               rule or regulation or court decree to which it is subject
               except where such violation would not have a material
               adverse effect on the condition, financial or otherwise, or
               the earnings, business affairs or business prospects of the
               Company or the Advisor, as the case may be.

                   (xi)  The Company owns or possesses all licenses and
               permits necessary for the conduct of its business and the
               ownership, leasing and operation of its properties, except
               such licenses and permits as to which the failure to own or
               possess will not in the aggregate have a material adverse
               effect on the condition, financial or otherwise, or in the
               earnings, business affairs or business prospects of the
               Company.


                                         -14-







                  (xii)  The execution, delivery and performance of this
               Agreement, the Pricing Agreement, the Indenture and the
               Supplemental Indenture and the consummation of the
               transactions contemplated hereby will not conflict with or
               constitute a breach or violation of any of the terms or
               provisions of, or constitute a default under, (A) any bond,
               debenture, note or other evidence of indebtedness or any
               indenture, instrument or agreement of which such counsel has
               knowledge to which the Company or the Advisor is a party or
               which binds either of them or any of their property, (B) the
               charter documents or bylaws of the Company or the Advisor or
               (C) any law, regulation, ruling, judgment, decree or order
               of which such counsel has knowledge to which the Company or
               the Advisor or any of their properties may be subject,
               except where such breach or violation would not have a
               material adverse effect on the condition, financial or
               otherwise, or the earnings, business affairs or business
               prospects of the Company.

                 (xiii)  Except with respect to state securities or blue
               sky laws and regulations (as to which such counsel need
               express no opinion therein), all proceedings required in
               connection with the authorization and issuance of the
               Securities have been taken and all authorizations, consents,
               approvals, licenses or other orders of any regulatory body,
               administrative agency or other governmental body required to
               be obtained by the Company or the Advisor for the valid
               issuance and delivery of the Securities hereunder have been
               obtained.

                  (xiv)  No consents or waivers from the holders of the
               Company's capital stock are required to consummate the
               transactions contemplated hereby other than such consents
               and waivers as have been obtained.

                  (xv)  At the time the Registration Statement became
               effective and at the Representation Date, the Registration
               Statement and the Prospectus and any supplement or amendment
               thereto (except for financial statements and other financial
               and statistical data and schedules incorporated by reference
               therein as to which such counsel need not express an
               opinion) complied as to form in all material respects with
               the requirements of the 1933 Act and the 1933 Act
               Regulations.

                  (xvi)  The investments of the Company described in [the
               Company's most recent Form 10-K] under the caption
               "Properties" [and any pertinent Section of a subsequent Form
               10-Q or Form 8-K and any prospectus supplement] are
               permitted investments under the Declaration of Trust of the
               Company. 

                  (xvii)  The Advisory Agreement has been duly authorized,
               executed and delivered by the Company and constitutes a
               valid and legally binding agreement of the Company

                                         -15-







               enforceable in accordance with its terms, except (A) as such
               enforceability may be limited by bankruptcy, insolvency,
               reorganization or similar laws affecting creditors' rights
               generally, (B) that the remedy of specific performance and
               injunctive and other forms of equitable relief are subject
               to certain equitable defenses and to the discretion of the
               court before which any proceeding therefor may be brought,
               and (C) as any indemnification and contribution provisions
               thereunder may be limited by applicable law and public
               policy.

                 (xviii)  The Advisory Agreement has been duly authorized,
               executed and delivered by the Advisor and constitutes the
               valid and legally binding agreement of the Advisor,
               enforceable in accordance with its terms except (A) as such
               enforceability may be limited by bankruptcy, insolvency,
               reorganization or similar laws affecting creditors' rights
               generally, (B) that the remedy of specific performance and
               injunctive and other forms of equitable relief are subject
               to certain equitable defenses and to the discretion of the
               court before which any proceeding therefor may be brought,
               and (C) as any indemnification and contribution provisions
               thereunder may be limited by applicable law and public
               policy.

                 (xix)  The execution and delivery of the Advisory
               Agreement by the Company and the Advisor and their
               respective performance of the obligations contained therein
               and their compliance with the terms thereof did not conflict
               with or result in a breach of any of the terms or provisions
               of, or constitute a default under the charter documents or
               bylaws of, the Company or the Advisor, respectively, or any
               material license, permit, agreement, indenture or other
               instrument known to such counsel to which the Company or the
               Advisor, respectively, is bound, or any law, administrative
               regulation or court or governmental decree known to such
               counsel to be applicable to the Company or the Advisor;
               except where such breach or default would not have a
               material adverse effect on the condition, financial or
               otherwise, or the earnings, business affairs or business
               prospects of the Company.

                  (xx)  The Advisor (A) is a corporation duly organized,
               validly existing and in good standing under the laws of the
               State of Delaware, and (B) has requisite corporate power and
               authority to conduct its business as described in [the
               Company's most recent Form 10-K] and to own and operate the
               properties used and useful in said business.

                 (xxi)  No facts have come to such counsel's attention that
               lead such counsel to believe that the Company does not have
               insurable title to each item of real property owned by it as
               of the date of such opinion, subject to such encumbrances
               and defects as set forth in the title policies obtained in
               connection with the acquisition thereof (or as otherwise

                                         -16-







               described in the Registration Statement or incorporated by
               reference therein) or that the Company leases are not valid.

                 (xxii)  Each document filed pursuant to the 1934 Act
               (other than the financial statements and supporting
               schedules incorporated by reference therein, as to which no
               opinion need be rendered) and incorporated or deemed to be
               incorporated by reference in the Prospectus complied when so
               filed as to form in all material respects with the 1934 Act
               and the 1934 Act Regulations.

                (xxiii)  The Company has qualified to be taxed as a real
               estate investment trust pursuant to Sections 856-860 of the
               Internal Revenue Code, as amended, for the fiscal years
               ended December 31, 1987 through December 31, 1993, and the
               Company's current anticipated investments and its 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.

               With respect to matters governed by Maryland law, such
          counsel may rely upon an opinion, dated as of Closing Time, of
          Piper & Marbury, a copy of which shall have been furnished to the
          Representatives at Closing Time in form and substance
          satisfactory to counsel for the Underwriters.  In addition to the
          matters set forth above, such opinion shall also include a
          statement to the effect that nothing has come to the attention of
          such counsel which leads them to believe that the Registration
          Statement, as of the time it became effective under the 1933 Act,
          contained 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, at the Representation Date (unless the term
          "Prospectus" refers to a prospectus which has been provided to
          the Underwriters by the Company for use in connection with the
          offering of the Securities which differs from the Prospectus on
          file at the Commission at the Representation Date, in which case
          at the time it is first provided to the Underwriters for such
          use) or at Closing Time, contained an untrue statement of a
          material fact or omitted 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 express no view as to financial statements,
          schedules and other financial information included therein). 
          With respect to such statement, Sullivan & Worcester may state
          that their belief is based upon the procedures set forth therein,
          but is without independent check and verification.

                    (2)  The favorable opinion, dated as of Closing Time,
               of ______, counsel for the Underwriters, with respect to the

                                         -17-







               matters set forth in (iv), (vii), (viii) and (xv) of
               subsection (b)(1) of this Section.  In addition to the
               matters set forth above, such opinion shall also include a
               statement to the effect that nothing has come to the
               attention of such counsel which leads them to believe that
               the Registration Statement, as of the time it became
               effective under the 1933 Act, contained in 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, at
               the Representation Date (unless the term "Prospectus" refers
               to a prospectus which has been provided to the Underwriters
               by the Company for use in connection with the offering of
               the Securities which differs from the Prospectus on file at
               the Commission at the Representation Date, in which case at
               the time it is first provided to the Underwriters for such
               use) or at Closing Time, contained 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, in the light of the circumstances under which they
               were made, not misleading (except that such counsel need
               express no view as to financial statements, schedules and
               other financial information included).  With respect to such
               statement, __________ may state that their belief is based
               upon the procedures set forth therein, but is without
               independent check and verification.

               (c)  At Closing Time (i) the Registration Statement and the
          Prospectus shall contain all statements which are required to be
          stated therein in accordance with the 1933 Act and the 1933 Act
          Regulations and in all material respects shall conform to the
          requirements of the 1933 Act and the 1933 Act Regulations, and
          neither the Registration Statement nor the Prospectus shall
          contain any untrue statement of a material fact or omit to state
          any material fact required to be stated therein or necessary to
          make the statements therein not misleading and no action, suit or
          proceeding at law or in equity shall be pending or to the
          knowledge of the Company threatened against the Company which
          would be required to be set forth in the Prospectus other than as
          set forth therein, (ii) there shall not have been, since the
          respective dates as of which information is given in the
          Registration Statement and the Prospectus, any material adverse
          change in the condition, financial or otherwise, of the Company
          or in its earnings, business affairs or business prospects,
          whether or not arising in the ordinary course of business from
          that set forth in the Registration Statement, and (iii) no
          proceedings shall be pending or, to the knowledge of the Company,
          threatened against the Company before or by any Federal, state or
          other commission, board or administrative agency wherein an
          unfavorable decision, ruling or finding would materially and
          adversely affect the business, property, financial condition or
          income of the Company other than as set forth in the Prospectus;
          and the Representatives shall have received, at Closing Time, a
          certificate of the President and Chief Executive Officer and the
          chief financial officer of the Company, dated as of Closing Time,

                                         -18-







          evidencing compliance with the provisions of this subsection (c)
          and stating that the representations and warranties set forth in
          Section 1(a) hereof are accurate as though expressly made at and
          as of Closing Time.

               (d)  At the time of execution of this Agreement, the
          Representatives shall have received from Ernst & Young a letter
          dated such date, in form and substance satisfactory to the
          Representatives, to the effect that (i) they are independent
          public accountants as required by the 1933 Act and the applicable
          published rules and regulations thereunder with respect to the
          Company; (ii) it is their opinion that the audited financial
          statements of the Company, Greenery, GranCare, Horizon and
          Marriott incorporated by reference in the Registration Statement
          and covered by their opinions therein comply as to form in all
          material respects with the applicable accounting requirements of
          the 1933 Act and the related published rules and regulations
          thereunder; (iii) they have performed limited procedures, not
          constituting an audit, including a reading of the latest
          available interim financial statements of the Company, a reading
          of the minute books of the Company since December 31, 1993,
          inquiries of officials of the Company responsible for financial
          and accounting matters and such other inquiries and procedures as
          may be specified in such letter, and on the basis of such limited
          review and procedures nothing came to their attention that caused
          them to believe that:

                         (A)  at a specified date not more than five days
                    prior to the date of such letter, there was any
                    decrease in the shareholders' equity of the Company,
                    any decrease in total assets or any increase in total
                    borrowings of the Company, as compared with the amounts
                    shown in the latest balance sheet incorporated by
                    reference in the Registration Statement; or

                         (B)  during the period from the date of the latest
                    balance sheet incorporated by reference in the
                    Registration Statement, to a specified date not more
                    than five days prior to the date of such letter, there
                    were any decreases, as compared with the corresponding
                    period in the preceding year, in total revenues, net
                    income or income per share;

          except in all cases for increases or decreases which the
          Registration Statement discloses or contemplates have occurred or
          may occur; and (iv) in addition to the limited procedures
          referred to in clause (iii) above, they have carried out certain
          specified procedures, not constituting an audit, with respect to
          certain amounts, percentages and financial information which are
          derived from the general accounting records of the Company, which
          are incorporated by reference in the Registration Statement and
          which are specified by the Representatives, and have compared
          such amounts, percentages and financial information with the
          accounting records of the Company and have found them to be in
          agreement.

                                         -19-







               (e)  At Closing Time the Representatives shall have received
          from Ernst & Young a letter dated as of Closing Time to the
          effect that they reaffirm the statements made in the letter
          furnished pursuant to subsection (d) of this Section, except that
          the "specified date" referred to shall be a date not more than
          five days prior to Closing Time.

               (f)  At Closing Time counsel for 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 Securities as herein contemplated
          and related proceedings, 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 Securities as herein contemplated shall be reasonably
          satisfactory in form and substance to the Representatives and
          counsel for the Underwriters.

               If any condition specified in this Section shall not have
          been fulfilled when and as required to be fulfilled, this
          Agreement may be terminated by the Representatives by notice to
          the Company at any time at or prior to Closing Time, and such
          termination shall be without liability of any party to any other
          party except as provided in Section 4 hereof.

               Section 6.  Indemnification.  (a)  The Company hereby agrees
          to indemnify and hold harmless each Underwriter and each person,
          if any, who controls any Underwriter within the meaning of
          Section 15 of the 1933 Act as follows:

                    (1)  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 contained 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;

                    (2)  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 of any claim whatsoever
               based upon any such untrue statement or omission, or any
               such alleged untrue statement or omission, if such
               settlement is effected with the written consent of the
               Company; and

                                         -20-







                    (3)  against any and all expense whatsoever, as
               incurred (including, subject to Section 6(c) hereof, the
               fees and disbursements of counsel chosen by the
               Representatives), reasonably incurred in investigating,
               preparing or defending against any litigation, or any
               investigation or proceedings 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 (1) or (2) 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
          statement or omission made in reliance upon and in conformity
          with written information furnished to the Company by any
          Underwriter 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 from whom the
          person asserting any such loss, claim, damage or expense
          purchased Securities, or any person controlling such 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, if required by law so
          to have been delivered, at or prior to the written confirmation
          of the sale of the Shares to such person, and if the Prospectus
          (as so amended or supplemented) would have cured the defect
          giving rise to such loss, claim, damage or expense.

               (b)  Each Underwriter severally agrees to indemnify and hold
          harmless the Company, each of the Company's trustees, each of the
          Company's 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 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 such 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 such Underwriter 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)  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

                                         -21-







          not relieve such indemnifying party from any liability which it
          may have otherwise than on account of this indemnity agreement. 
          An indemnifying party may participate at its own expense in the
          defense of such action.  In no event shall the indemnifying
          parties be liable for fees and expenses of more than one counsel
          (in addition to any local counsel) separate from their own
          counsel for all indemnified parties in connection with any one
          action or separate but similar or related actions in the same
          jurisdiction arising out of the same general allegations or
          circumstances.

               Section 7.  Contribution.  In order to provide for just and
          equitable contribution in circumstances in which the indemnity
          agreement provided for in Section 6 hereof is for any reason held
          to be unenforceable by the indemnified parties although
          applicable in accordance with its terms, the Company and the
          Underwriters shall contribute to the aggregate losses,
          liabilities, claims, damages and expenses of the nature
          contemplated by said indemnity agreement incurred by the Company
          and one or more of the Underwriters, as incurred, in such
          proportions that the Underwriters are responsible for that
          portion represented by the percentage that the underwriting
          discount appearing on the cover page of the Prospectus bears to
          the initial public offering price appearing thereon and the
          Company is responsible for the balance; provided, however, that
          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.  Notwithstanding the provisions of
          this Section 7, no Underwriter shall be required to contribute
          any amount in excess of the amount by which the total price at
          which the Securities underwritten by it and distributed to the
          public were offered to the public exceeds the amount of any
          damages which such Underwriter has otherwise been required to pay
          in respect of such losses, liabilities, claims, damages and
          expenses.  For purposes of this Section, each person, if any, who
          controls an Underwriter within the meaning of Section 15 of the
          1933 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 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 Agreement and the Pricing Agreement, or
          contained in certificates of officers of the Company submitted
          pursuant hereto, shall remain operative and in full force and
          effect, regardless of any investigation made by or on behalf of
          any Underwriter or an controlling person, or by or on behalf of
          the Company, and shall survive delivery of the Securities to the
          Underwriters.



                                         -22-







               Section 9.  Termination of Agreement.  (a)  The
          Representatives may terminate this 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 change in the
          condition, financial or otherwise, or in the earnings, business
          affairs or business prospects of the Company, whether or not
          arising in the ordinary course of business, or (ii) if there has
          occurred any material adverse change in the financial markets in
          the United States or any outbreak of hostilities or escalation of
          existing hostilities or other calamity or crisis the effect of
          which on the financial markets of the United States is such as to
          make it, in the Representatives' reasonable judgment,
          impracticable to market the Securities or enforce contracts for
          the sale of the Securities, or (iii) if trading in the Company's
          common shares of beneficial interest of the Company 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 if a banking
          moratorium has been declared by Federal or New York authorities.

               (b)  If this Agreement is terminated pursuant to this
          Section, 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 Closing Time to
          purchase the Securities which it or they are obligated to
          purchase under this Agreement and the Pricing Agreement (the
          "Defaulted Securities"), the Representatives 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, the Representatives
          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 Securities, the non-defaulting Underwriters shall be
          obligated 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 Securities, this Agreement shall terminate without liability
          on the part of any non-defaulting Underwriter.



                                         -23-







               No action taken pursuant to this Section 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 Agreement, either the Representatives or the
          Company shall have the right to postpone Closing Time for a
          period not exceeding seven days in order to effect any required
          changes in the Registration Statement or 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 tele-
          communication.  Notices to the Underwriters shall be directed to
          the Representatives c/o ___________________________, attention of
          ________________________; and notices to the Company shall be
          directed to it at 400 Center Street, Newton, Massachusetts 02158,
          Attention:  Mark J. Finklestein.

               Section 12.  Parties.  This Agreement and the Pricing
          Agreement shall each inure to the benefit of and be binding upon
          the Underwriters and the Company and their respective successors. 
          Nothing expressed or mentioned in this Agreement or the Pricing
          Agreement is intended or shall be construed to give any person,
          firm or corporation, other than those 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
          Agreement or the Pricing Agreement or any provision herein or
          therein contained.  This Agreement and the Pricing Agreement and
          all conditions and provisions hereof and thereof are intended to
          be for the sole and exclusive benefit of the parties hereto and
          thereto and their respective successors and said controlling
          persons and officers, trustees and directors and their heirs and
          legal representatives, and for the benefit of no other person,
          firm or corporation.  No purchaser of Securities from any
          Underwriter shall be deemed to be a successor by reason merely of
          such purchase.

               Section 13.  Governing Law and Time; Miscellaneous.  This
          Agreement and the Pricing Agreement shall be governed by and
          construed in accordance with the laws of the State of New York
          applicable to agreements made and to be performed in said State. 
          Specified times of day refer to New York City time.

               THE DECLARATION OF TRUST ESTABLISHING THE COMPANY, DATED
          OCTOBER 9, 1986, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS
          THERETO (THE "DECLARATION"), IS DULY FILED IN THE OFFICE OF THE
          DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND,
          PROVIDES THAT THE NAME "HEALTH AND REHABILITATION PROPERTIES
          TRUST" REFERS TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY
          AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO
          TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF THE COMPANY
          SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY,
          FOR ANY OBLIGATION OF, OR CLAIM AGAINST, THE COMPANY.  ALL
          PERSONS DEALING WITH THE COMPANY, IN ANY WAY, SHALL LOOK ONLY TO

                                         -24-







          THE ASSETS OF THE COMPANY FOR THE PAYMENT OF ANY SUM OR THE
          PERFORMANCE OF ANY OBLIGATION.

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

                              Very truly yours,


                              HEALTH AND REHABILITATION PROPERTIES TRUST


                              By                                          
                                        Authorized Officer


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

          [LEAD UNDERWRITERS]




          By                                          
                      Authorized Officer

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























                                         -25-







                                      SCHEDULE A



               Name of Underwriter                      Principal Amount
                                                       of Notes/Debentures 




          Total...........................................     




                                                                  Exhibit A



                     HEALTH AND REHABILITATION PROPERTIES TRUST 
                      (a Maryland real estate investment trust)

                               $_______________________

                        __ % [Notes/Debentures] Due __________

                                  PRICING AGREEMENT

                                                        __________ __, 199_



          [LEAD UNDERWRITERS]

          Dear Sirs:

               Reference is made to the Purchase Agreement, dated
          ___________ __, 199_ (the "Purchase Agreement"), relating to the
          purchase by the several Underwriters named in Schedule A thereto,
          for whom [LEAD UNDERWRITERS] are acting as representatives (the
          "Representatives"), of the above [notes/debentures] (the
          "Securities") of Health and Rehabilitation Properties Trust (the
          "Company").

               Pursuant to Section 2 of the Purchase Agreement, the Company
          agrees with each Underwriter as follows:

                    1.  The initial purchase price for the Securities,
               determined as provided in said Section 2, shall be ____% of
               their principal amount.

                    2.  The purchase price for the Securities to be paid by
               the several Underwriters shall be __% of their principal
               amount.

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

                              Very truly yours,


                              HEALTH AND REHABILITATION PROPERTIES TRUST



                              By                                        
                                     Authorized Officer




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

          [LEAD UNDERWRITERS]



          By                                        
                              Director

          For themselves and as Representatives 
          of the other Underwriters named in
          Schedule A to the Purchase Agreement.


           











































                                         -2-

EX-1.2

                                  __________ Shares

                      HEALTH AND REHABILITATION PROPERTIES TRUST
                      (a Maryland real estate investment trust)

                  [Common][Preferred] Shares of Beneficial Interest

                                   ($.01 Par Value)

                                  PURCHASE AGREEMENT


          ____________ __, 199_


          [Name and Address of
          Lead Underwriters]

          Dear Sirs:

               Health and Rehabilitation Properties Trust, a real estate
          investment trust organized under the laws of the State of
          Maryland (the "Company"), confirms its agreement with [LEAD
          UNDERWRITERS] (collectively, the "Underwriters", which term shall
          also include any underwriter substituted as hereinafter provided
          in Section 10), for whom [LEAD UNDERWRITERS] are acting as
          representatives (in such capacity, [LEAD UNDERWRITERS] shall
          hereinafter be referred to as the "Representatives"), with
          respect to the sale by the Company and the purchase by the
          Underwriters, acting severally and not jointly, of the number of
          [common][preferred] shares of beneficial interest, $.01 par
          value, of the Company (the "Shares of Beneficial Interest") set
          forth in said Schedule A, except as may otherwise be provided in
          the Pricing Agreement, as hereinafter defined, and with respect
          to the grant by the Company to the Underwriters of the option
          described in Section 2 hereof to purchase all or any part of an
          additional _________ Shares of Beneficial Interest to cover over-
          allotments.  The aforesaid __________ Shares of Beneficial
          Interest set forth in said Schedule A (the "Initial Shares"),
          together with all or any part of the _________ Shares of
          Beneficial Interest subject to the option described in Section 2
          hereof (the "Option Shares"), are collectively hereinafter called
          the "Shares".

               Prior to the purchase and public offering of the Shares by
          the several Underwriters, the Company and the Representatives,
          acting on behalf of the several Underwriters, shall enter into an
          agreement substantially in the form of Exhibit A hereto (the

          









          "Pricing Agreement").  The Pricing Agreement may take the form of
          an exchange of any standard form of written telecommunication
          between the Company and the Representatives and shall specify
          such applicable information as is indicated in Exhibit A hereto. 
          The offering of the Shares will be governed by this Agreement, as
          supplemented by the Pricing Agreement.  From and after the date
          of the execution and delivery of the Pricing Agreement, this
          Agreement shall be deemed to incorporate the Pricing Agreement.

               The Company has filed with the Securities and Exchange
          Commission (the "Commission") a registration statement on Form
          S-3 (No. 33-53173) for the registration of the Shares under the
          Securities Act of 1933, as amended (the "1933 Act"), and has
          filed such amendments thereto, if any, as may have been required
          to the date hereof.  Such registration statement (as amended, if
          applicable) and the prospectus constituting a part thereof
          (including, in each case, all documents incorporated or deemed to
          be incorporated by reference therein and the information, if any,
          deemed to be a part thereof pursuant to Rule 430A(b) of the rules
          and regulations under the 1933 Act (the "1933 Act Regulations")),
          as from time to time amended or supplemented pursuant to the 1933
          Act, are hereinafter referred to as the "Registration Statement"
          and the "Prospectus", respectively, except that if any revised
          prospectus or prospectus supplement shall be provided to the
          Underwriters by the Company for use in connection with the
          offering of the Shares which differs from the Prospectus on file
          at the Commission at the time the Registration Statement becomes
          effective (whether or not such revised prospectus or prospectus
          supplement is required to be filed by the Company pursuant to
          Rule 424(b) of the 1933 Act Regulations), the term "Prospectus"
          shall refer to such revised prospectus from and after the time it
          is first provided to the Underwriters for such use.  All
          references in this Agreement to financial statements and
          schedules and other information which is "contained," "included"
          or "stated" in the Registration Statement or the Prospectus (and
          all other references of like import) shall be deemed to mean and
          include all such financial statements and schedules and other
          information which is or is deemed to be incorporated by reference
          in the Registration Statement or the Prospectus, as the case may
          be; and all references in this Agreement to amendments or
          supplements to the Registration Statement or the Prospectus shall
          be deemed to mean and include the filing of any document under
          the Securities Exchange Act of 1934 (the "1934 Act") which is or
          is deemed to be incorporated by reference in the Registration
          Statement or the Prospectus, as the case may be.

               The Company understands that the Underwriters propose to
          make a public offering of the Shares as soon as the
          Representatives deem advisable after the Pricing Agreement has
          been executed and delivered.



                                          2









               Section 1.  Representations and Warranties.

               (a)  The Company represents and warrants to each Underwriter
          as of the date hereof and as of the date of the Pricing Agreement
          (such latter date being hereinafter referred to as the
          "Representation Date") as follows:

                    (i)  At the time the Registration Statement became
               effective and at the Representation Date, the Registration
               Statement complied or will comply in all material respects
               with the requirements of the 1933 Act and the 1933 Act
               Regulations and did not or 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.  The Prospectus, at the
               Representation Date (unless the term "Prospectus" refers to
               a prospectus which has been provided to the Underwriters by
               the Company for use in connection with the offering of the
               Shares which differs from the Prospectus on file at the
               Commission at the Representation Date, in which case at the
               time it is first provided to the Underwriters for such use)
               and at Closing Time referred to in Section 2 hereof, will
               not contain 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; provided, however,
               that the representations and warranties in this subsection
               shall not apply to those parts of the Registration Statement
               or Prospectus made in reliance upon and in conformity with
               information furnished to the Company in writing by any
               Underwriter through the Representatives expressly for use in
               the Registration Statement or Prospectus.

                   (ii)  The documents incorporated or deemed to be
               incorporated by reference in the Prospectus, 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 under the 1934 Act (the "1934 Act
               Regulations"), and, when read together with the other
               information in the Prospectus, at the time the Registration
               Statement becomes effective and at the Closing Time, 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, in the light of
               the circumstances under which they were made, not
               misleading.

                   (iii)  The Company is duly organized, validly existing
               and in good standing under the laws of its jurisdiction of



                                          3









               organization, with trust power and authority to carry on its
               business and to own or lease its properties as described in
               the Registration Statement, and the Company owns or
               possesses all licenses and permits necessary for the conduct
               of its business and the ownership, leasing and operation of
               its properties, except such licenses and permits as to which
               the failure to own or possess would not in the aggregate
               have a material adverse effect on the condition, financial
               or otherwise, or the earnings, business affairs or business
               prospects of the Company; and the Company is duly qualified
               and in good standing as a foreign entity authorized to do
               business in each jurisdiction in which the nature of its
               business or its ownership or leasing of property requires
               such qualification, except where the failure to be so
               qualified would not have a material adverse effect on the
               condition, financial or otherwise, or the earnings, business
               affairs or business prospects of the Company.  The Company
               has no subsidiaries.  The Company neither owns nor controls,
               directly or indirectly, any capital stock or other equity
               interest in any corporation, partnership or other entity.

                  (iv)  The authorized, issued and outstanding capital
               stock of the company is correctly set forth in the
               Registration Statement under the caption "Capitalization";
               all of the outstanding shares of capital stock of the
               Company have been duly authorized and are validly issued,
               fully paid, non-assessable (except as otherwise described in
               the Registration Statement) and free of preemptive rights or
               other rights to subscribe for or to purchase securities
               provided for by law or by its Declaration of Trust or
               bylaws; all of the outstanding shares of capital stock of
               the Company and options to purchase shares of capital stock
               of the Company have been issued in accordance with
               applicable federal and state securities laws; the Shares to
               be issued and sold pursuant to this Agreement have been duly
               authorized and, when issued and delivered to the
               Underwriters against payment therefor as provided hereunder
               and in the Pricing Agreement, will have been validly issued
               and will be fully paid, non-assessable (except as otherwise
               described in the Registration Statement) and free of
               preemptive rights; all outstanding Shares of Beneficial
               Interest are listed on the New York Stock Exchange and the
               Company knows of no reason or set of facts which is likely
               to result in the delisting of such shares or the inability
               to list the Shares; the certificates for such Shares will be
               valid and in proper legal form; and there are no rights of
               holders of securities of the Company to the registration of
               Shares of Beneficial Interest or other securities.





                                          4









                   (v)  The capital stock of the Company and the Shares
               conform to the description thereof in the Registration
               Statement and the Prospectus.

                    (vi)  The accountants who have certified the financial
               statements of the Company, and, to the Company's knowledge,
               of Greenery Rehabilitation Group, Inc. and its subsidiaries
               ("Greenery"), GranCare, Inc. and its subsidiaries
               ("Grancare"), Horizon Healthcare Corporation ("Horizon") and
               its subsidiaries and Marriott International, Inc.
               ("Marriott") incorporated by reference in the Registration
               Statement and the Prospectus are independent certified
               accountants as required by the 1933 Act.  The financial
               statements of the Company, and, to the Company's knowledge,
               of other entities, incorporated by reference in the
               Registration Statement present fairly the financial position
               and results of operations of the Company and the other
               entities purported to be shown thereby at the respective
               dates and for the respective periods specified, and have
               been prepared in accordance with generally accepted
               accounting principles applied on a consistent basis
               throughout such periods.

                   (vii)  Except as disclosed in the Registration Statement
               and Prospectus , there is not now pending or, to the
               knowledge of the Company, threatened, any litigation,
               action, suit or proceeding to which the Company or, to the
               best knowledge of the Company, GranCare, Sun Healthcare
               Group, Inc. ("Sun"), Marriott, Beverly Enterprises,
               Integrated Health Services and Hillhaven (collectively, the
               "Operators") or HRPT Advisors, Inc. (the "Advisor") is or
               will be a party before or by any court or governmental
               agency or body, which (A) might result in any material
               adverse change in the condition, financial or otherwise, or
               in the earnings, business affairs or business prospects of
               the Company or, to the best knowledge the Company, of the
               Operators or the Advisor or (B) might materially and
               adversely affect the property or assets of the Company or,
               to the best knowledge of the Company, of the Operators or
               the Advisor, or (C) relates to environmental matters
               involving the Company or, to the best knowledge of the
               Company, of the Operators or the Advisor, or (D) relates to
               discrimination on the basis of age, sex, religion or race,
               relating to the Company or, to the best knowledge of the
               Company, of the Operators or the Advisor, or (E) concerns
               the Company or, to the best knowledge of the Company, of the
               Operators or the Advisor, and is required to be disclosed in
               the Prospectus.





                                          5









                  (viii)  Except as otherwise set forth in the Registration
               Statement, the Company has good and marketable title or
               ground leases, free and clear of all liens, claims,
               encumbrances and restrictions, except liens for taxes not
               yet due and payable and other liens and encumbrances which
               do not, either individually or in the aggregate, adversely
               affect the current use or value thereof, to all property and
               assets described in the Registration Statement as being
               owned by it.  All leases to which the Company is a party
               relating to real property, and all other leases which are
               material to the business of the Company, are valid and
               binding and no default (to the Company's knowledge in the
               case of leases to which the Company is a party as lessor)
               has occurred or is continuing thereunder, and the Company
               enjoys peaceful and undisturbed possession under all such
               leases to which it is a party as lessee.  With respect to
               the Properties (as such term is defined in the Prospectus),
               the Company has such documents, instruments, certificates,
               opinions and assurances, including without limitation, fee,
               leasehold owners or mortgage title insurance policies
               (disclosing no material encumbrances or title exceptions
               except as otherwise set forth in the Registration
               Statement), legal opinions and property insurance policies
               in each case in form and substance as are usual and
               customary in transactions involving the purchase of similar
               real estate and are appropriate for the Company to have
               obtained.  Each of the Company and, to the best knowledge of
               the Company, the Operators and the Advisor has all
               governmental licenses, certificates, permits,
               authorizations, approvals, franchises or other rights
               necessary to engage in the business currently conducted by
               it, except such licenses and permits as to which the failure
               to own or possess will not in the aggregate have a material
               adverse effect on the condition, financial or otherwise, or
               the earnings, business affairs or business prospects of the
               Company, or, to the best knowledge of the Company, the
               Operators or the Advisor and neither the Company nor, to the
               best knowledge of the Company, the Operators or the Advisor
               has any reason to believe that any governmental body or
               agency is considering limiting, suspending or revoking any
               such license, certificate, permit, authorization, approval,
               franchise or right.

                 (ix)  The Company has filed all Federal, State and foreign
               income tax returns which have been required to be filed and
               has paid all taxes indicated by said returns and all
               assessments received by it to the extent that such taxes
               have become due.





                                          6









                   (x)  Since the dates as of which information is given in
               the Registration Statement, except as otherwise stated or
               contemplated therein (i) 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 or, to the knowledge of the Company, of the
               Operators or the Advisor, whether or not arising in the
               ordinary course of business, (ii) there have been no
               material transactions entered into by the Company or, to the
               knowledge of the Company, the Operators or the Advisor,
               other than transactions in the ordinary course of business,
               that would, to the Company's knowledge, be materially
               adverse to, or have a material adverse effect on, the
               Company, (iii) neither the Company nor, to the knowledge of
               the Company, the Operators or the Advisor has incurred any
               obligation, contingent or otherwise, that would, to the
               Company's knowledge, be materially adverse to, or have a
               material adverse effect on, the Company, (iv) there has been
               no change in the capital stock or debt of the Company and
               (v) there has been no dividend or distribution of any kind
               declared, paid or made by the Company on its capital stock.

                    (xi)  Neither the Company nor, to the best knowledge of
               the Company, the Operators or the Advisor is in violation of
               its charter documents or bylaws or in default in the
               performance of any obligation, agreement or condition
               contained in any bond, debenture, note or any other evidence
               of indebtedness or in any indenture, instrument or agreement
               to which the Company or any of its subsidiaries or, to the
               best knowledge of the Company, the Operators or the Advisor
               is a party or by which any of their respective properties
               may be bound or affected, except for any such violation that
               would not have a material adverse effect on the condition,
               financial or otherwise, or in the respective earnings,
               business affairs or business prospects of any of them. 
               Neither the Company nor any of its subsidiaries nor, to the
               best knowledge of the Company, the Operators or the Advisor
               is in violation of any law, ordinance, governmental rule or
               regulation or court decree to which it is subject, except
               for any such violation that would not have a material
               adverse effect on the condition, financial or otherwise, or
               in the respective earnings, business affairs or business
               prospects of any of them.  The execution, delivery and
               performance of this Agreement and the Pricing Agreement,
               compliance by the Company with all provisions hereof, and
               the consummation of the transactions contemplated hereby,
               will not violate or conflict with or constitute a breach of
               any of the terms or provisions of, or constitute a default
               under (i) the Declaration of Trust of the Company or, to the
               best knowledge of the Company, the certificate of



                                          7









               incorporation of the Operators or the Advisor, or (ii) any
               bond, debenture, note or other evidence of indebtedness or
               any material indenture, instrument or agreement to which the
               Company or, to the best knowledge of the Company, the
               Operators or the Advisor is a party or which binds the
               Company or its properties or, to the best knowledge of the
               Company, the Operators or the Advisor or any of their
               respective properties, or (iii) (assuming compliance with
               all applicable state securities or Blue Sky laws) any law,
               regulation or ruling or any order, judgment or decree to
               which the Company or its properties or, to the best
               knowledge of the Company, the Operators or the Advisor or
               any of their respective properties may be subject.

                   (xii)  Each approval, consent, order, authorization,
               designation, declaration or filing by or with any
               regulatory, administrative or other governmental body
               necessary in connection with the execution and delivery by
               the Company of this Agreement and the Pricing Agreement and
               the consummation of the transactions herein contemplated
               (except such additional steps as may be required by the
               National Association of Securities Dealers, Inc. (the
               "NASD") or may be necessary to qualify the Shares for public
               offering by the Underwriters under state securities or Blue
               Sky laws) has been obtained or made and is in full force and
               effect.

                  (xiii)  The Company owns or possesses adequate licenses
               or other rights to use all patents, trademarks, service
               marks, trade names, copyrights and know-how (including trade
               secrets, and other proprietary and confidential information,
               systems or procedures) necessary to conduct the businesses
               now operated by it as described in the Prospectus, and,
               except as disclosed to the Representatives in writing, the
               Company has not received any notice of infringement of or
               conflict with (and no officer or trustee of the Company
               knows of any such infringement of or conflict with) asserted
               rights of others with respect to any patents, trademarks,
               service marks, trade names, copyrights or know-how.

                 (xiv)  The organization of the Company is in conformity
               with the requirements of the Internal Revenue Code of 1986,
               as amended (the "Code"), for qualification as a real estate
               investment trust, and the Company's present ownership,
               business and operations as described in the Prospectus
               enable it to meet the present requirements of the Code for
               such qualification for 1994 and subsequent years.  The
               Company qualified as a real estate investment trust for its
               1987, 1988, 1989, 1990, 1991, 1992 and 1993 taxable years.




                                          8









                  (xv)  The Company is not required to register as an
               "investment company" within the meaning of the Investment
               Company Act of 1940, as amended.

                   (xvi)  Except with respect to the properties listed on
               the schedule provided to the Underwriters at Closing Time
               (as defined herein) which are not in compliance with this
               subsection (a)(xvi), but which non-compliance would not in
               the aggregate have a material adverse effect in the
               condition, financial or otherwise, or the earnings, business
               affairs or business prospects of the Company, to the
               Company's knowledge, after due investigation, and except for
               Hazardous Materials or substances which are handled and/or
               disposed of in compliance with all applicable federal, state
               and local requirements, the real property owned, leased or
               otherwise utilized by the Company in connection with the
               operation of its business, including without limitation, any
               subsurface soils and ground water (the "Realty"), is free of
               contamination from any Hazardous Materials.  To the
               Company's knowledge, after due investigation, the Realty
               does not contain any underground storage or treatment tanks,
               active or abandoned water, gas or oil wells, or any other
               underground improvements or structures, other than the
               foundations, footings or other supports for the improvements
               located thereon which based on present knowledge could
               presently or at any time in the future cause a material
               detriment to or materially impair the beneficial use thereof
               by the Company or constitute or cause a significant health,
               safety or other environmental hazard to occupants or users
               thereof without regard to any special conditions of such
               occupants or users.  The Company represents that, after due
               investigation, it has no knowledge of any material
               violation, with respect to the Realty, of any Environmental
               Law, or of any material liability on the part of the
               Company, with respect to the Realty, resulting from the
               presence, use, release, threatened release, emission,
               disposal, pumping, discharge, generation or processing of
               any Hazardous Materials.  As used herein, "Environmental
               Law" means any federal, state or local statute, regulation,
               judgment, order, or authorization relating to emissions,
               discharges, releases or threatened releases of Hazardous
               Materials into ambient air, surface water, ground water,
               publicly owned treatment works, septic systems or land, or
               otherwise relating to the pollution or protection of health
               or the environment.  As used herein, "Hazardous Materials"
               means any substance, material or waste which is regulated by
               any federal, state or local governmental or quasi-
               governmental authority, and includes, without limitation,
               (a) any substance, material or waste defined, used or listed
               as a "hazardous waste", "hazardous substance", "toxic



                                          9









               substance", "medical waste", "infectious waste" or other
               similar terms as defined or used in any Environmental Law,
               as such Environmental Law may from time to time be amended,
               and; (b) any petroleum products, asbestos, lead-based paint,
               polychlorinated biphenyls, flammable explosives or
               radioactive materials.

                  (xvii)  The Advisory Agreement (as defined in the
               Prospectus) 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 or other similar laws
               relating to or affecting the rights or remedies of creditors
               or (b) the effect of general principles of equity, whether
               enforcement is considered in a proceeding in equity or at
               law, and the discretion of the court before which any
               proceeding therefore may be brought.

                 (xviii) The Company is in compliance with all of the
               provisions of Section 517.075 of the Florida statutes, and
               all rules and regulations promulgated thereunder relating to
               issuers doing business in Cuba.

               (b)  Any certificate signed by any officer of the Company
          and delivered to the Representatives or to counsel for the
          Underwriters shall be deemed a representation and warranty by the
          Company to each Underwriter as to the matters covered thereby.

               Section 2.  Sale and Delivery to Underwriters; Closing.

               (a)  On the basis of the representations and warranties
          herein contained and subject to the terms and conditions herein
          set forth, the Company agrees to sell to each Underwriter,
          severally and not jointly, and each Underwriter, severally and
          not jointly, agrees to purchase from the Company, at the price
          per share set forth in the Pricing Agreement, the number of
          Shares set forth in Schedule A opposite the name of such
          Underwriter (except as otherwise provided in the Pricing
          Agreement), plus any additional number of Shares which such
          Underwriter may become obligated to purchase pursuant to the
          provisions of Section 10 hereof.

               In addition, on the basis of the representations and
          warranties herein contained and subject to the terms and
          conditions herein set forth, the Company hereby grants an option
          to the Underwriters, severally and not jointly, to purchase up to
          an additional _________ Shares at the price per share set forth
          in the Pricing Agreement less an amount equal to any dividend
          paid by the Company and payable on any Initial Shares and not



                                          10









          payable on such Option Shares.  The option hereby granted will
          expire 30 days after the date the Registration Statement becomes
          effective 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 Representatives to the Company
          setting forth the number of Option Shares as to which the several
          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 Representatives but shall not be later than
          seven full business days after the exercise of said option, nor
          in any event prior to Closing Time, as hereinafter defined,
          unless otherwise agreed upon by the Representatives and the
          Company.  If the option is exercised as to all or any portion of
          the Option Shares, the Option Shares shall be purchased by the
          Underwriters, severally and not jointly, in proportion to their
          respective Initial Share underwriting obligations as set forth in
          Schedule A (except as otherwise provided in the Pricing
          Agreement).

               (b)  Payment of the purchase price for and delivery of
          certificates for the Initial Shares shall be made at the office
          of Sullivan & Worcester, One Post Office Square, Boston,
          Massachusetts 02109, or at such other place as shall be agreed
          upon by the Representatives and the Company, at 10:00 A.M. on
          such date as shall be agreed upon by the Representatives and the
          Company (such time and date of payment and delivery being herein
          called "Closing Time").  In addition, in the event that any or
          all of the Option Shares are purchased by the Underwriters,
          payment of the purchase price for and the delivery of
          certificates for such Option Shares shall be made at the above-
          mentioned office of Sullivan & Worcester, or at such other place
          as shall be mutually agreed upon by the Representatives and the
          Company, on each Date of Delivery as specified in the notice from
          the Representatives to the Company.  Payment shall be made by
          certified or official bank check or checks in New York Clearing
          House or similar next day funds payable to the order of the
          Company against delivery to the Representatives for the
          respective accounts of the Underwriters of certificates for the
          Shares to be purchased by them.  The certificates for the Initial
          Shares and the Option Shares shall be in such authorized
          denominations and registered in such names as the Representatives
          may request in writing at least two business days before Closing
          Time or the Date of Delivery, as the case may be.  It is
          understood that each Underwriter has authorized the
          Representatives, for its account, to accept delivery of, receipt
          for, and make payment of the purchase price for, the Shares which
          it has agreed to purchase.  [LEAD UNDERWRITERS], individually and
          not as representatives of the several Underwriters, may (but



                                          11









          shall not be obligated to) make payment of the purchase price for
          the Shares to be purchased by any Underwriter whose check has not
          been received by Closing Time, but any such payment shall not
          relieve such Underwriter from its obligations hereunder.  The
          certificates for the Initial Shares and the Option Shares will be
          made available for examination and packaging by the
          Representatives not later than 10:00 A.M. on the last business
          day prior to Closing Time or the Date of Delivery, as the case
          may be.

               Section 3.  Covenants of the Company.  The Company covenants
          with each Underwriter as follows:

               (a)  The Company will notify the Representatives
          immediately, and confirm the notice in writing, (i) of the
          effectiveness of any post-effective amendment to the Registration
          Statement, (ii) of the receipt of any comments from the
          Commission, (iii) of any request by the Commission for any
          amendment to the Registration Statement or any amendment or
          supplement to the Prospectus or for additional information
          relating thereto, and (iv) 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.

               (b)  The Company will give the Representatives 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 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 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 Representatives 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.

               (c)  The Company will deliver to the Representatives a
          conformed copy of the Registration Statement as originally filed
          and of each amendment thereto (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) for each of the Underwriters.





                                          12









               (d)  The Company will furnish to each Underwriter, 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 of the Prospectus (as amended or supplemented) as such
          Underwriter may reasonably request for the purposes contemplated
          by the 1933 Act, the 1933 Act Regulations, the 1934 Act or 1934
          Act Regulations.

               (e)  If any event shall occur as a result of which it is
          necessary, in the opinion of counsel for 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 to a purchaser, the Company
          will either (i) forthwith prepare and furnish to the Underwriters
          a reasonable number of copies of 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 for the Underwriters, which
          will amend or supplement the Prospectus so that it will not
          contain 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 to a purchaser, not misleading.

               (f)  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 Representatives 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.

               (g)  The Company will make generally available to its
          security holders as soon as reasonably practicable, but not later
          than 60 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 Statement.  "Earning
          statement", "make generally available" and "effective date" will
          have the meanings contained in Rule 158 of the 1933 Act
          Regulations.





                                          13









               (h)  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.

               (i)  The Company will use its best efforts to effect the
          listing of the Shares on the New York Stock Exchange ("NYSE").

               (j)  The Company hereby agrees, concurrently with the
          execution of this Agreement, to deliver an agreement executed by
          the Advisor pursuant to which the Advisor agrees not to offer,
          sell, contract to sell, make subject to any purchase option, or
          otherwise dispose of any Shares of Beneficial Interest held for
          its own account, directly or indirectly, in a public or private
          transaction and the Company and the Advisor each agree not to
          terminate, modify or waive any provision in any agreement to
          which the Company or the Advisor is a party that restricts or
          limits the transferability of Shares of Beneficial Interest, in
          each case for a period of 90 days after the date of the
          Prospectus without the prior written consent of _____________. 
          The Company further agrees that it will not, without the prior
          written consent of _____________, (x) offer, sell, contract to
          sell, or otherwise dispose of any Shares of Beneficial Interest
          or other securities convertible into or exercisable or
          exchangeable for Shares of Beneficial Interest or (y) file any
          registration statement (other than the Registration Statement)
          relating to any such securities with the Commission or any other
          authority, in each case for a period of 90 days after the date of
          the Prospectus; provided, however, that the Company may issue
          Shares of Beneficial Interest pursuant to the Company's existing
          Share Award Plan and issue and sell Shares of Beneficial Interest
          to the Underwriters pursuant to this Agreement.

               (k)  The Company currently intends to continue to elect to
          qualify as a "real estate investment trust" under the Internal
          Revenue Code of 1986, as amended, and use its best efforts to
          continue to meet the requirements to qualify as a "real estate
          investment trust".


               Section 4.  Payment of Expenses.  The Company will pay all
          expenses incident to the performance of its obligations under
          this Agreement, including (i) the printing and filing of the
          Registration Statement as originally filed and of each amendment
          thereto, (ii) the cost of printing, or reproducing, and
          distributing to the Underwriters copies of this Agreement and the
          Pricing Agreement, (iii) the preparation, issuance and delivery
          of the certificates for the Shares to the Underwriters, (iv) the
          fees and disbursements of counsel for the Company, referred to in
          Section 5(b) hereof, (v) the fees and disbursements of the



                                          14









          Company's accountants, (vi) the qualification of the Shares under
          securities laws and real estate syndication laws in accordance
          with the provisions of Section 3(f), including filing fees and
          the fee and disbursements of counsel for the Company in
          connection therewith and in connection with the preparation of
          the Blue Sky Survey, (vii) the printing and delivery to the
          Underwriters of copies of the Registration Statement as
          originally filed and of each amendment thereto, and of the
          Prospectus and any amendments or supplements thereto, (viii) the
          cost of printing or reproducing and delivering to the
          Underwriters copies of the Blue Sky Survey, (ix) the fee of the
          NASD, (x) the fees and expenses incurred in connection with the
          listing of the Shares on the NYSE and (xi) any transfer taxes
          imposed on the sale of the Shares to the several Underwriters.

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

               Section 5.  Conditions of Underwriters' Obligations.  The
          obligations of the Underwriters hereunder are subject to the
          accuracy of the representations and warranties of the Company
          herein contained, to the performance by the Company of its
          obligations hereunder, and to the following further conditions:

               (a)  The Registration Statement shall have become effective;
          and at Closing Time no stop order suspending the effectiveness of
          the Registration Statement shall have been issued under the 1933
          Act or proceedings therefor initiated or threatened by the
          Commission.  The price of the Shares and any price-related
          information previously omitted from the effective Registration
          Statement pursuant to Rule 415 of the 1933 Act Regulations shall
          have been transmitted to the Commission for filing pursuant to
          Rule 424(b) of the 1933 Act Regulations within the prescribed
          time period, and prior to Closing Time the Company shall have
          provided evidence satisfactory to the Representatives of such
          timely filing, or a post-effective amendment providing such
          information shall have been filed and declared effective in
          accordance with the requirements of the 1933 Act Regulations.

               (b)  At Closing Time the Representatives shall have
          received:

                    (1)  The favorable opinion, dated as of Closing Time,
               of Sullivan & Worcester, counsel for the Company, in form
               and substance satisfactory to counsel for the Underwriters,
               to the effect that:




                                          15









                    (i)  The Company has been duly organized and is validly
               existing as a real estate investment must in good standing
               under the laws of its jurisdiction of organization and has
               the trust power and authority to carry on its business and
               to own or lease and operate its property as described in the
               10-K incorporated by reference.

                   (ii)  The Company is duly qualified to do business and
               is in good standing in each of the following jurisdictions:
               [A list of the jurisdictions in which the Company is so
               qualified].

                  (iii)  The Company has the requisite power and authority
               to enter into and perform this Agreement and the Pricing
               Agreement; the Company has the requisite power and authority
               to issue and deliver the Shares.

                   (iv)  This Agreement and the Pricing Agreement have been
               duly authorized, executed and delivered by the Company.

                    (v)  (A)  The authorized and issued capital stock of
               the Company is correctly set forth in the Registration
               Statement and Prospectus under the caption "Capitalization";
               (B) all of the outstanding shares of capital stock of the
               Company have been duly authorized and are validly issued,
               fully paid and non-assessable (except as otherwise described
               in the Registration Statement) and free of preemptive rights
               or other rights to subscribe for or to purchase securities
               provided for by law or by its Declaration of Trust or
               bylaws; (C) the Shares have been duly authorized and, when
               issued and delivered in accordance with the terms of this
               Agreement and in the Pricing Agreement, will be validly
               issued, fully paid and, except as otherwise described in the
               Registration Statement, non-assessable and the issuance of
               such Shares is not subject to any preemptive or similar
               rights; (D) all outstanding Shares of Beneficial Interest
               are listed on the New York Stock Exchange and the Shares,
               upon notice of issuance, will be so listed; (E) the
               certificates for the Shares are valid and in proper legal
               form; and (F) to such counsel's knowledge, there are no
               holders of securities of the Company entitled to the
               registration of Shares of Beneficial Interest or other
               securities.

                   (vi)  The Company is not required to register as an
               "investment company" within the meaning of the Investment
               Company Act of 1940, as amended.

                  (vii)  To the extent required to be described therein,
               the Shares and the rights related thereto conform in all



                                          16









               material respects to the descriptions in the Registration
               Statement and Prospectus.

                 (viii)  The Registration Statement has become effective
               under the 1933 Act, and, to such counsel's knowledge, no
               stop order suspending the effectiveness of the Registration
               Statement has been issued and no proceeding for that purpose
               has been instituted by or is pending before the Commission.

                   (ix)  To such counsel's knowledge, there is no legal or
               governmental proceeding pending or threatened against the
               Company or to which the Company is a party or to which any
               of the properties of the Company is subject which is
               required to be described in the Registration Statement or
               Prospectus and is not so described, or any contract, lease
               or other document which is required to be described in the
               Registration Statement or Prospectus or is required to be
               filed as an exhibit to the Registration Statement which is
               not described or filed as required; the descriptions thereof
               or references thereto are accurate in all material respects;
               and, to such counsel's knowledge, each contract, lease or
               document so described is in full force and effect in
               accordance with its terms.

                    (x)  Neither the Company nor the Advisor is in
               violation of its charter documents or bylaws or, to such
               counsel's knowledge, in default in the performance of any
               material obligation, agreement or condition contained in any
               bond, debenture, note or any other evidence of indebtedness
               or in any material indenture, instrument or other agreement
               to which the Company or the Advisor is a party or which
               binds the Company or the Advisor or any of their property;
               to such counsel's knowledge, neither the Company nor the
               Advisor is in violation of any law, ordinance, governmental
               rule or regulation or court decree to which it is subject
               except where such violation would not have a material
               adverse effect on the condition, financial or otherwise, or
               the earnings, business affairs or business prospects of the
               Company or the Advisor, as the case may be.

                   (xi)  The Company owns or possesses all licenses and
               permits necessary for the conduct of its business and the
               ownership, leasing and operation of its properties, except
               such licenses and permits as to which the failure to own or
               possess will not in the aggregate have a material adverse
               effect on the condition, financial or otherwise, or in the
               earnings, business affairs or business prospects of the
               Company.





                                          17









                  (xii)  The execution, delivery and performance of this
               Agreement and the Pricing Agreement and the consummation of
               the transactions contemplated hereby will not conflict with
               or constitute a breach or violation of any of the terms or
               provisions of, or constitute a default under, (A) any bond,
               debenture, note or other evidence of indebtedness or any
               indenture, instrument or agreement of which such counsel has
               knowledge to which the Company or the Advisor is a party or
               which binds either of them or any of their property, (B) the
               charter documents or bylaws of the Company or the Advisor or
               (C) any law, regulation, ruling, judgment, decree or order
               of which such counsel has knowledge to which the Company or
               the Advisor or any of their properties may be subject,
               except where such breach or violation would not have a
               material adverse effect on the condition, financial or
               otherwise, or the earnings, business affairs or business
               prospects of the Company.

                 (xiii)  Except with respect to state securities or blue
               sky laws and regulations (as to which such counsel need
               express no opinion therein), all proceedings required in
               connection with the authorization and issuance of the Shares
               have been taken and all authorizations, consents, approvals,
               licenses or other orders of any regulatory body,
               administrative agency or other governmental body required to
               be obtained by the Company or the Advisor for the valid
               issuance and delivery of the Shares hereunder have been
               obtained.

                  (xiv)  No consents or waivers from the holders of the
               Company's capital stock are required to consummate the
               transactions contemplated hereby other than such consents
               and waivers as have been obtained.

                  (xv)  At the time the Registration Statement became
               effective and at the Representation Date, the Registration
               Statement and the Prospectus and any supplement or amendment
               thereto (except for financial statements and other financial
               and statistical data and schedules incorporated by reference
               therein as to which such counsel need not express an
               opinion) complied as to form in all material respects with
               the requirements of the 1933 Act and the 1933 Act
               Regulations.

                  (xvi)  The investments of the Company described in [the
               Company's most recent Form 10-K] under the caption
               "Properties" [and any pertinent Section of a subsequent Form
               10-Q or Form 8-K and any prospectus supplement] are
               permitted investments under the Declaration of Trust of the
               Company.



                                          18









                  (xvii)  The Advisory Agreement has been duly authorized,
               executed and delivered by the Company and constitutes a
               valid and legally binding agreement of the Company
               enforceable in accordance with its terms, except (A) as such
               enforceability may be limited by bankruptcy, insolvency,
               reorganization or similar laws affecting creditors' rights
               generally, (B) that the remedy of specific performance and
               injunctive and other forms of equitable relief are subject
               to certain equitable defenses and to the discretion of the
               court before which any proceeding therefor may be brought,
               and (C) as any indemnification and contribution provisions
               thereunder may be limited by applicable law and public
               policy.

                 (xviii)  The Advisory Agreement has been duly authorized,
               executed and delivered by the Advisor and constitutes the
               valid and legally binding agreement of the Advisor,
               enforceable in accordance with its terms except (A) as such
               enforceability may be limited by bankruptcy, insolvency,
               reorganization or similar laws affecting creditors' rights
               generally, (B) that the remedy of specific performance and
               injunctive and other forms of equitable relief are subject
               to certain equitable defenses and to the discretion of the
               court before which any proceeding therefor may be brought,
               and (C) as any indemnification and contribution provisions
               thereunder may be limited by applicable law and public
               policy.

                 (xix)  The execution and delivery of the Advisory
               Agreement by the Company and the Advisor and their
               respective performance of the obligations contained therein
               and their compliance with the terms thereof did not conflict
               with or result in a breach of any of the terms or provisions
               of, or constitute a default under the charter documents or
               bylaws of, the Company or the Advisor, respectively, or any
               material license, permit, agreement, indenture or other
               instrument known to such counsel to which the Company or the
               Advisor, respectively, is bound, or any law, administrative
               regulation or court or governmental decree known to such
               counsel to be applicable to the Company or the Advisor;
               except where such breach or default would not have a
               material adverse effect on the condition, financial or
               otherwise, or the earnings, business affairs or business
               prospects of the Company.

                  (xx)  The Advisor (A) is a corporation duly organized,
               validly existing and in good standing under the laws of the
               State of Delaware, and (B) has requisite corporate power and
               authority to conduct its business as described in [the




                                          19









               Company's most recent Form 10-K] and to own and operate the
               properties used and useful in said business.

                 (xxi)  No facts have come to such counsel's attention that
               lead such counsel to believe that the Company does not have
               insurable title to each item of real property owned by it as
               of the date of such opinion, subject to such encumbrances
               and defects as set forth in the title policies obtained in
               connection with the acquisition thereof (or as otherwise
               described in the Registration Statement or incorporated by
               reference therein) or that the Company leases are not valid.

                 (xxii)  Each document filed pursuant to the 1934 Act
               (other than the financial statements and supporting
               schedules incorporated by reference therein, as to which no
               opinion need be rendered) and incorporated or deemed to be
               incorporated by reference in the Prospectus complied when so
               filed as to form in all material respects with the 1934 Act
               and the 1934 Act Regulations.

                (xxiii)  The Company has qualified to be taxed as a real
               estate investment trust pursuant to Sections 856-860 of the
               Internal Revenue Code, as amended, for the fiscal years
               ended December 31, 1987 through December 31, 1993, and the
               Company's current anticipated investments and its 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.

               With respect to matters governed by Maryland law, such
          counsel may rely upon an opinion, dated as of Closing Time, of
          Piper & Marbury, a copy of which shall have been furnished to the
          Representatives at Closing Time in form and substance
          satisfactory to counsel for the Underwriters.  In addition to the
          matters set forth above, such opinion shall also include a
          statement to the effect that nothing has come to the attention of
          such counsel which leads them to believe that the Registration
          Statement, as of the time it became effective under the 1933 Act,
          contained 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, at the Representation Date (unless the term
          "Prospectus" refers to a prospectus which has been provided to
          the Underwriters by the Company for use in connection with the
          offering of the Shares which differs from the Prospectus on file



                                          20









          at the Commission at the Representation Date, in which case at
          the time it is first provided to the Underwriters for such use)
          or at Closing Time, contained an untrue statement of a material
          fact or omitted 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
          express no view as to financial statements, schedules and other
          financial information included therein).  With respect to such
          statement, Sullivan & Worcester may state that their belief is
          based upon the procedures set forth therein, but is without
          independent check and verification.

                    (2)  The favorable opinion, dated as of Closing Time,
               of ____________, counsel for the Underwriters, with respect
               to the matters set forth in (iv), (vii), (viii) and (xv) of
               subsection (b)(1) of this Section.  In addition to the
               matters set forth above, such opinion shall also include a
               statement to the effect that nothing has come to the
               attention of such counsel which leads them to believe that
               the Registration Statement, as of the time it became
               effective under the 1933 Act, contained in 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, at
               the Representation Date (unless the term "Prospectus" refers
               to a prospectus which has been provided to the Underwriters
               by the Company for use in connection with the offering of
               the Shares which differs from the Prospectus on file at the
               Commission at the Representation Date, in which case at the
               time it is first provided to the Underwriters for such use)
               or at Closing Time, contained 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, in the light of the circumstances under which they
               were made, not misleading (except that such counsel need
               express no view as to financial statements, schedules and
               other financial information included).  With respect to such
               statement, ____________ may state that their belief is based
               upon the procedures set forth therein, but is without
               independent check and verification.

               (c)  At Closing Time (i) the Registration Statement and the
          Prospectus shall contain all statements which are required to be
          stated therein in accordance with the 1933 Act and the 1933 Act
          Regulations and in all material respects shall conform to the
          requirements of the 1933 Act and the 1933 Act Regulations, and
          neither the Registration Statement nor the Prospectus shall
          contain any untrue statement of a material fact or omit to state
          any material fact required to be stated therein or necessary to
          make the statements therein not misleading and no action, suit or



                                          21









          proceeding at law or in equity shall be pending or to the
          knowledge of the Company threatened against the Company which
          would be required to be set forth in the Prospectus other than as
          set forth therein, (ii) there shall not have been, since the
          respective dates as of which information is given in the
          Registration Statement and the Prospectus, any material adverse
          change in the condition, financial or otherwise, of the Company
          or in its earnings, business affairs or business prospects,
          whether or not arising in the ordinary course of business from
          that set forth in the Registration Statement, and (iii) no
          proceedings shall be pending or, to the knowledge of the Company,
          threatened against the Company before or by any Federal, state or
          other commission, board or administrative agency wherein an
          unfavorable decision, ruling or finding would materially and
          adversely affect the business, property, financial condition or
          income of the Company other than as set forth in the Prospectus;
          and the Representatives shall have received, at Closing Time, a
          certificate of the President and Chief Executive Officer and the
          chief financial officer of the Company, dated as of Closing Time,
          evidencing compliance with the provisions of this subsection (c)
          and stating that the representations and warranties set forth in
          Section 1(a) hereof are accurate as though expressly made at and
          as of Closing Time.

               (d)  At the time of execution of this Agreement, the
          Representatives shall have received from Ernst & Young a letter
          dated such date, in form and substance satisfactory to the
          Representatives, to the effect that (i) they are independent
          public accountants as required by the 1933 Act and the applicable
          published rules and regulations thereunder with respect to the
          Company; (ii) it is their opinion that the audited financial
          statements of the Company, Greenery, GranCare, Horizon and
          Marriott incorporated by reference in the Registration Statement
          and covered by their opinions therein comply as to form in all
          material respects with the applicable accounting requirements of
          the 1933 Act and the related published rules and regulations
          thereunder; (iii) they have performed limited procedures, not
          constituting an audit, including a reading of the latest
          available interim financial statements of the Company, a reading
          of the minute books of the Company since December 31, 1993,
          inquiries of officials of the Company responsible for financial
          and accounting matters and such other inquiries and procedures as
          may be specified in such letter, and on the basis of such limited
          review and procedures nothing came to their attention that caused
          them to believe that:

                         (A)  at a specified date not more than five days
                    prior to the date of such letter, there was any
                    decrease in the shareholders' equity of the Company,
                    any decrease in total assets or any increase in total



                                          22









                    borrowings of the Company, as compared with the amounts
                    shown in the latest balance sheet incorporated by
                    reference in the Registration Statement; or

                         (B)  during the period from the date of the latest
                    balance sheet incorporated by reference in the
                    Registration Statement, to a specified date not more
                    than five days prior to the date of such letter, there
                    were any decreases, as compared with the corresponding
                    period in the preceding year, in total revenues, net
                    income or income per share;

          except in all cases for increases or decreases which the
          Registration Statement discloses or contemplates have occurred or
          may occur; and (iv) in addition to the limited procedures
          referred to in clause (iii) above, they have carried out certain
          specified procedures, not constituting an audit, with respect to
          certain amounts, percentages and financial information which are
          derived from the general accounting records of the Company, which
          are incorporated by reference in the Registration Statement and
          which are specified by the Representatives, and have compared
          such amounts, percentages and financial information with the
          accounting records of the Company and have found them to be in
          agreement.

               (e)  At Closing Time the Representatives shall have received
          from Ernst & Young a letter dated as of Closing Time to the
          effect that they reaffirm the statements made in the letter
          furnished pursuant to subsection (d) of this Section, except that
          the "specified date" referred to shall be a date not more than
          five days prior to Closing Time.

               (f)  At Closing Time counsel for 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 and
          related proceedings, 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 Representatives and counsel for the
          Underwriters.

               (g)  In the event the Underwriters exercise their option
          provided in Section 2 hereof to purchase all or any portion of
          the Option Shares, the representations and warranties of the
          Company contained herein and the statements in any certificates
          furnished by the Company hereunder shall be true and correct as




                                          23









          of each Date of Delivery, and the Representatives shall have
          received:

                    (1)  A certificate of the President and Chief Executive
               Officer and the chief financial officer of the Company,
               dated such Date of Delivery, confirming that their
               certificates delivered at Closing Time pursuant to Section
               5(c) hereof remain true as of such Date of Delivery.

                    (2)  The favorable opinion of Sullivan & Worcester,
               special counsel for the Company, in form and substance
               satisfactory to 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(b)(1) hereof.

                    (3)  The favorable opinion of ____________, 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(b)(2) hereof.

                    (4)  A letter from Ernst & Young, in form and substance
               satisfactory to the Representatives, dated such Date of
               Delivery, substantially the same in scope and substance as
               the letter furnished to the Representatives pursuant to
               Section 5(e) hereof, except that the "specified date" in the
               letter furnished pursuant to this Section 5(g)(4) shall be a
               date not more than five days prior to such Date of Delivery.

               If any condition specified in this Section shall not have
          been fulfilled when and as required to be fulfilled, this
          Agreement may be terminated by the Representatives by notice to
          the Company at any time at or prior to Closing Time, and such
          termination shall be without liability of any party to any other
          party except as provided in Section 4 hereof.

               Section 6.  Indemnification.  (a)  The Company hereby agrees
          to indemnify and hold harmless each Underwriter and each person,
          if any, who controls any Underwriter within the meaning of
          Section 15 of the 1933 Act as follows:

                    (1)  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 contained in any preliminary



                                          24









               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;

                    (2)  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 of any claim whatsoever
               based upon any such untrue statement or omission, or any
               such alleged untrue statement or omission, if such
               settlement is effected with the written consent of the
               Company; and

                    (3)  against any and all expense whatsoever, as
               incurred (including, subject to Section 6(c) hereof, the
               fees and disbursements of counsel chosen by the
               Representatives), reasonably incurred in investigating,
               preparing or defending against any litigation, or any
               investigation or proceedings 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 (1) or (2) 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
          statement or omission made in reliance upon and in conformity
          with written information furnished to the Company by any
          Underwriter 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 from whom the
          person asserting any such loss, claim, damage or expense
          purchased Shares, or any person controlling such 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, if required by law so
          to have been delivered, at or prior to the written confirmation
          of the sale of the Shares to such person, and if the Prospectus
          (as so amended or supplemented) would have cured the defect
          giving rise to such loss, claim, damage or expense.




                                          25









               (b)  Each Underwriter severally agrees to indemnify and hold
          harmless the Company, each of the Company's trustees, each of the
          Company's 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 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 such 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 such Underwriter 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)  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 which it
          may have otherwise than on account of this indemnity agreement. 
          An indemnifying party may participate at its own expense in the
          defense of such action.  In no event shall the indemnifying
          parties be liable for fees and expenses of more than one counsel
          (in addition to any local counsel) separate from their own
          counsel for all indemnified parties in connection with any one
          action or separate but similar or related actions in the same
          jurisdiction arising out of the same general allegations or
          circumstances.

               Section 7.  Contribution.  In order to provide for just and
          equitable contribution in circumstances in which the indemnity
          agreement provided for in Section 6 hereof is for any reason held
          to be unenforceable by the indemnified parties although
          applicable in accordance with its terms, the Company and the
          Underwriters shall contribute to the aggregate losses,
          liabilities, claims, damages and expenses of the nature
          contemplated by said indemnity agreement incurred by the Company
          and one or more of the Underwriters, as incurred, in such
          proportions that the Underwriters are responsible for that
          portion represented by the percentage that the underwriting
          discount appearing on the cover page of the Prospectus bears to
          the initial public offering price appearing thereon and the
          Company is responsible for the balance; provided, however, that
          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.  Notwithstanding the provisions of



                                          26









          this Section 7, no Underwriter shall be required to contribute
          any amount in excess of the amount by which the total price at
          which the Shares underwritten by it and distributed to the public
          were offered to the public exceeds the amount of any damages
          which such Underwriter has otherwise been required to pay in
          respect of such losses, liabilities, claims, damages and
          expenses.  For purposes of this Section, each person, if any, who
          controls an Underwriter within the meaning of Section 15 of the
          1933 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 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 Agreement and the Pricing Agreement, or
          contained in certificates of officers of the Company submitted
          pursuant hereto, shall remain operative and in full force and
          effect, regardless of any investigation made by or on behalf of
          any Underwriter or an controlling person, or by or on behalf of
          the Company, and shall survive delivery of the Shares to the
          Underwriters.

               Section 9.  Termination of Agreement.  (a)  The
          Representatives may terminate this 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 change in the
          condition, financial or otherwise, or in the earnings, business
          affairs or business prospects of the Company, whether or not
          arising in the ordinary course of business, or (ii) if there has
          occurred any material adverse change in the financial markets in
          the United States or any outbreak of hostilities or escalation of
          existing hostilities or other calamity or crisis the effect of
          which on the financial markets of the United States is such as to
          make it, in the Representatives' reasonable judgment,
          impracticable to market the Shares or enforce contracts for the
          sale of the Shares, or (iii) if trading in the Shares of
          Beneficial Interest of the Company 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 if a banking moratorium has been
          declared by Federal or New York authorities.





                                          27









               (b)  If this Agreement is terminated pursuant to this
          Section, 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 Closing Time to
          purchase the Shares which it or they are obligated to purchase
          under this Agreement and the Pricing Agreement (the "Defaulted
          Shares"), the Representatives 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 Shares in
          such amounts as may be agreed upon and upon the terms herein set
          forth; if, however, the Representatives shall not have completed
          such arrangements within such 24-hour period, then:

               (a)  if the number of Defaulted Shares does not exceed 10%
          of the Shares, the non-defaulting Underwriters shall be obligated
          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 Shares exceeds 10% of the
          Shares, this Agreement shall terminate without liability on the
          part of any non-defaulting Underwriter.

               No action taken pursuant to this Section 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 Agreement, either the Representatives or the
          Company shall have the right to postpone Closing Time for a
          period not exceeding seven days in order to effect any required
          changes in the Registration Statement or 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 tele-
          communication.  Notices to the Underwriters shall be directed to
          the Representatives c/o ___________________, attention of
          _____________________________; and notices to the Company shall
          be directed to it at 400 Center Street, Newton, Massachusetts
          02158, Attention:  Mark J. Finkelstein.







                                          28









               Section 12.  Parties.  This Agreement and the Pricing
          Agreement shall each inure to the benefit of and be binding upon
          the Underwriters and the Company and their respective successors. 
          Nothing expressed or mentioned in this Agreement or the Pricing
          Agreement is intended or shall be construed to give any person,
          firm or corporation, other than those 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
          Agreement or the Pricing Agreement or any provision herein or
          therein contained.  This Agreement and the Pricing Agreement and
          all conditions and provisions hereof and thereof are intended to
          be for the sole and exclusive benefit of the parties hereto and
          thereto and their respective successors and said controlling
          persons and officers, trustees and directors and their heirs and
          legal representatives, and for the benefit of no other person,
          firm or corporation.  No purchaser of Shares from any Underwriter
          shall be deemed to be a successor by reason merely of such
          purchase.

               Section 13.  Governing Law and Time; Miscellaneous.  This
          Agreement and the Pricing Agreement shall be governed by and
          construed in accordance with the laws of the State of New York
          applicable to agreements made and to be performed in said State. 
          Specified times of day refer to New York City time.

               THE DECLARATION OF TRUST ESTABLISHING THE COMPANY, DATED
          OCTOBER 9, 1986, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS
          THERETO (THE "DECLARATION"), IS DULY FILED IN THE OFFICE OF THE
          DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND,
          PROVIDES THAT THE NAME "HEALTH AND REHABILITATION PROPERTIES
          TRUST" REFERS TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY
          AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO
          TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF THE COMPANY
          SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY,
          FOR ANY OBLIGATION OF, OR CLAIM AGAINST, THE COMPANY.  ALL
          PERSONS DEALING WITH THE COMPANY, IN ANY WAY, SHALL LOOK ONLY TO
          THE ASSETS OF THE COMPANY FOR THE PAYMENT OF ANY SUM OR THE
          PERFORMANCE OF ANY OBLIGATION.

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

                              Very truly yours,


                              HEALTH AND REHABILITATION PROPERTIES TRUST




                                          29









                              By                                          
                                        Authorized Officer


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

          [LEAD UNDERWRITERS]



          By                                          
                      Authorized Officer

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




































                                          30





                                      SCHEDULE A

                                                               Number of
               Name of Underwriter                          Initial Shares






                                                                        
          Total...........................................     












































          









                                                              Exhibit A


                                  __________ Shares

                     HEALTH AND REHABILITATION PROPERTIES TRUST 
                      (a Maryland real estate investment trust)

                  [Common][Preferred] Shares of Beneficial Interest 

                                   ($.01 Par Value)

                                  PRICING AGREEMENT



                                                       __________ __, 199__



          [LEAD UNDERWRITERS]



          Dear Sirs:

               Reference is made to the Purchase Agreement, dated
          ___________ __, 199_ (the "Purchase Agreement"), relating to the
          purchase by the several Underwriters named in Schedule A thereto,
          for whom _______________________________ are acting as
          representatives (the "Representatives"), of the above
          [common][preferred] shares of beneficial interest (the "Shares")
          of Health and Rehabilitation Properties Trust (the "Company").

               Pursuant to Section 2 of the Purchase Agreement, the Company
          agrees with each Underwriter as follows:

                    1.  The initial public offering price per share for the
               Shares, determined as provided in said Section 2, shall be 
               $             .

                    2.  The purchase price per share for the Shares to be
               paid by the several Underwriters shall be $            ,
               being an amount equal to the initial public offering price
               set forth above less $          per share.

               If the foregoing is in accordance with your understanding of
          our agreement, please sign and return to the Company a
          counterpart hereof, whereupon this instrument, along with all


          









          counterparts, will become a binding agreement between the
          Underwriters and the Company in accordance with its terms.

                              Very truly yours,


                              HEALTH AND REHABILITATION PROPERTIES TRUST


                              By                            
                                     Authorized Officer


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

          [LEAD UNDERWRITERS]




          By                                        
                              Director

          For themselves and as Representatives 
          of the other Underwriters named in
          Schedule A to the Purchase Agreement.


























                                          2

EX-4.1

                                                                 
                          


HEALTH AND REHABILITATION PROPERTIES TRUST


TO

SHAWMUT BANK, N.A.

Trustee


                                                                 
                          

Indenture

Dated as of ___________, 1994

                                                                 
                          

Unsecured Debt Securities

                                                                 
                          


                       TABLE OF CONTENTS

                                                             PAGE

     PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . .1

     RECITALS. . . . . . . . . . . . . . . . . . . . . . . . . .1


                           ARTICLE ONE

     DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     SECTION 101.  Definitions.. . . . . . . . . . . . . . . .  1
               "Act" . . . . . . . . . . . . . . . . . . . . .  1
               "Additional Amounts". . . . . . . . . . . . . .  2
               "Affiliate" . . . . . . . . . . . . . . . . . .  2
               "Authenticating Agent". . . . . . . . . . . . .  2
               "Authorized Newspaper". . . . . . . . . . . . .  2
               "Bearer Security" . . . . . . . . . . . . . . .  2
               "Board" . . . . . . . . . . . . . . . . . . . .  2
               "Board Resolution". . . . . . . . . . . . . . .  2
               "Business Day". . . . . . . . . . . . . . . . .  2
               "CEDEL" . . . . . . . . . . . . . . . . . . . .  2
               "Commission". . . . . . . . . . . . . . . . . .  2
               "Company" . . . . . . . . . . . . . . . . . . .  2
               "Company Request" . . . . . . . . . . . . . . .  3
               "Company Order" . . . . . . . . . . . . . . . .  3
               "Conversion Event". . . . . . . . . . . . . . .  3
               "Corporate Trust Office". . . . . . . . . . . .  3
               "corporation" . . . . . . . . . . . . . . . . .  3
               "coupon". . . . . . . . . . . . . . . . . . . .  3
               "Debt". . . . . . . . . . . . . . . . . . . . .  3
               "Defaulted Interest". . . . . . . . . . . . . .  3
               "Dollar" or "$" . . . . . . . . . . . . . . . .  3
               "DTC" . . . . . . . . . . . . . . . . . . . . .  3
               "ECU" . . . . . . . . . . . . . . . . . . . . .  3
               "Euroclear" . . . . . . . . . . . . . . . . . .  3
               "European Communities". . . . . . . . . . . . .  3
               "European Monetary System". . . . . . . . . . .  3
               "Event of Default". . . . . . . . . . . . . . .  3
               "Foreign Currency". . . . . . . . . . . . . . .  4
               "Funds from Operations" . . . . . . . . . . . .  4
               "GAAP". . . . . . . . . . . . . . . . . . . . .  4
               "Government Obligations". . . . . . . . . . . .  4
               "Holder". . . . . . . . . . . . . . . . . . . .  4
               "Indenture" . . . . . . . . . . . . . . . . . .  4
               "Indexed Security". . . . . . . . . . . . . . .  4
               "interest". . . . . . . . . . . . . . . . . . .  4
               "Interest Payment Date" . . . . . . . . . . . .  5
               "Maturity". . . . . . . . . . . . . . . . . . .  5
               "Officers' Certificate" . . . . . . . . . . . .  5
               "Opinion of Counsel". . . . . . . . . . . . . .  5
               "Original Issue Discount Security". . . . . . .  5
               "Outstanding" . . . . . . . . . . . . . . . . .  5
               "Paying Agent". . . . . . . . . . . . . . . . .  6
               "Person". . . . . . . . . . . . . . . . . . . .  6
               "Place of Payment". . . . . . . . . . . . . . .  6
               "Predecessor Security". . . . . . . . . . . . .  6
               "Redemption Date" . . . . . . . . . . . . . . .  6
               "Redemption Price". . . . . . . . . . . . . . .  6
               "Registered Security" . . . . . . . . . . . . .  6
               "Regular Record Date" . . . . . . . . . . . . .  6
               "Repayment Date". . . . . . . . . . . . . . . .  7
               "Responsible Officer" . . . . . . . . . . . . .  7
               "Security". . . . . . . . . . . . . . . . . . .  7
               "Security Register" . . . . . . . . . . . . . .  7
               "Security Registrar". . . . . . . . . . . . . .  7
               "Significant Subsidiary". . . . . . . . . . . .  7
               "Special Record Date" . . . . . . . . . . . . .  7
               "Stated Maturity" . . . . . . . . . . . . . . .  7
               "Subsidiary". . . . . . . . . . . . . . . . . .  7
               "Trust Indenture Act" or "TIA". . . . . . . . .  7
               "Trustee" . . . . . . . . . . . . . . . . . . .  7
               "United States" . . . . . . . . . . . . . . . .  7
               "United States person". . . . . . . . . . . . .  8
               "Yield to Maturity" . . . . . . . . . . . . . .  8
     SECTION 102.  Compliance Certificates and Opinions. . . .  8
     SECTION 103.  Form of Documents Delivered to Trustee. . .  8
     SECTION 104.  Acts of Holders.. . . . . . . . . . . . . .  9
     SECTION 105.  Notices, etc., to Trustee and Company.. . . 10
     SECTION 106.  Notice to Holders; Waiver.. . . . . . . . . 10
     SECTION 107.  Effect of Headings and Table of
               Contents. . . . . . . . . . . . . . . . . . . . 11
     SECTION 108.  Successors and Assigns. . . . . . . . . . . 11
     SECTION 109.  Separability Clause.. . . . . . . . . . . . 11
     SECTION 110.  Benefits of Indenture.. . . . . . . . . . . 11
     SECTION 111.  Governing Law.. . . . . . . . . . . . . . . 11
     SECTION 112.  Legal Holidays. . . . . . . . . . . . . . . 11
     SECTION 113.  No Personal Liability.. . . . . . . . . . . 12

                           ARTICLE TWO

                        SECURITIES FORMS

     SECTION 201.  Forms of Securities.. . . . . . . . . . . . 12
     SECTION 202.  Form of Trustee's Certificate of
               Authentication. . . . . . . . . . . . . . . . . 12
     SECTION 203.  Securities Issuable in Global Form. . . . . 13

                          ARTICLE THREE

                         THE SECURITIES

     SECTION 301.  Amount Unlimited; Issuable in Series. . . . 13
     SECTION 302.  Denominations.. . . . . . . . . . . . . . . 16
     SECTION 303.  Execution, Authentication, Delivery and
               Dating. . . . . . . . . . . . . . . . . . . . . 17
     SECTION 304.  Temporary Securities. . . . . . . . . . . . 18
     SECTION 305.  Registration, Registration of Transfer
               and Exchange. . . . . . . . . . . . . . . . . . 20
     SECTION 306.  Mutilated, Destroyed, Lost and Stolen
               Securities. . . . . . . . . . . . . . . . . . . 23
     SECTION 307.  Payment of Interest; Interest Rights
               Preserved.. . . . . . . . . . . . . . . . . . . 23
     SECTION 308.  Persons Deemed Owners.. . . . . . . . . . . 25
     SECTION 309.  Cancellation. . . . . . . . . . . . . . . . 26
     SECTION 310.  Computation of Interest.. . . . . . . . . . 26

                          ARTICLE FOUR

                   SATISFACTION AND DISCHARGE

     SECTION 401.  Satisfaction and Discharge of Indenture.. . 26
     SECTION 402.  Application of Trust Funds. . . . . . . . . 27

                          ARTICLE FIVE

                            REMEDIES

     SECTION 501.  Events of Default.. . . . . . . . . . . . . 27
     SECTION 502.  Acceleration of Maturity; Rescission and
               Annulment.. . . . . . . . . . . . . . . . . . . 29
     SECTION 503.  Collection of Indebtedness and Suits for
               Enforcement by Trustee. . . . . . . . . . . . . 30
     SECTION 504.  Trustee May File Proofs of Claim. . . . . . 30
     SECTION 505.  Trustee May Enforce Claims Without
               Possession of Securities or Coupons.. . . . . . 31
     SECTION 506.  Application of Money Collected. . . . . . . 31
     SECTION 507.  Limitation on Suits.. . . . . . . . . . . . 31
     SECTION 508.  Unconditional Right of Holders to Receive
               Principal, Premium, if any, Interest and
               Additional Amounts. . . . . . . . . . . . . . . 32
     SECTION 509.  Restoration of Rights and Remedies. . . . . 32
     SECTION 510.  Rights and Remedies Cumulative. . . . . . . 32
     SECTION 511.  Delay or Omission Not Waiver. . . . . . . . 32
     SECTION 512.  Control by Holders of Securities. . . . . . 33
     SECTION 513.  Waiver of Past Defaults.. . . . . . . . . . 33
     SECTION 514.  Waiver of Usury, Stay or Extension Laws.. . 33
     SECTION 515.  Undertaking for Costs.. . . . . . . . . . . 33

                           ARTICLE SIX

                           THE TRUSTEE

     SECTION 601.  Notice of Defaults. . . . . . . . . . . . . 34
     SECTION 602.  Certain Rights of Trustee.. . . . . . . . . 34
     SECTION 603.  Not Responsible for Recitals or Issuance
               of Securities.. . . . . . . . . . . . . . . . . 35
     SECTION 604.  May Hold Securities.. . . . . . . . . . . . 35
     SECTION 605.  Money Held in Trust.. . . . . . . . . . . . 35
     SECTION 606.  Compensation and Reimbursement. . . . . . . 35
     SECTION 607.  Corporate Trustee Required; Eligibility;
               Conflicting Interests.. . . . . . . . . . . . . 36
     SECTION 608.  Resignation and Removal; Appointment of
               Successor.. . . . . . . . . . . . . . . . . . . 36
     SECTION 609.  Acceptance of Appointment by Successor. . . 37
     SECTION 610.  Merger, Conversion, Consolidation or
               Succession to Business. . . . . . . . . . . . . 38
     SECTION 611.  Appointment of Authentication Agent.. . . . 38

                          ARTICLE SEVEN

        HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     SECTION 701.  Disclosure of Names and Addresses of
               Holders.. . . . . . . . . . . . . . . . . . . . 40
     SECTION 702.  Reports by Trustee. . . . . . . . . . . . . 40
     SECTION 703.  Reports by Company. . . . . . . . . . . . . 40
     SECTION 704.  Company to Furnish to Trustee Names and
               Addresses of Holders. . . . . . . . . . . . . . 40

                          ARTICLE EIGHT

        CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

     SECTION 801.  Consolidations and Mergers of Company and
               Sales, Leases and Conveyance Permitted
               Subject to Certain Conditions.. . . . . . . . . 41
     SECTION 802.  Rights and Duties of Successor
               Corporation.. . . . . . . . . . . . . . . . . . 41
     SECTION 803.  Officers' Certificate and Opinion of
               Counsel.. . . . . . . . . . . . . . . . . . . . 41

                          ARTICLE NINE

                     SUPPLEMENTAL INDENTURES

     SECTION 901.  Supplemental Indentures Without Consent
               of Holders. . . . . . . . . . . . . . . . . . . 42
     SECTION 902.  Supplemental Indentures with Consent of
               Holders.. . . . . . . . . . . . . . . . . . . . 43
     SECTION 903.  Execution of Supplement Indentures. . . . . 44
     SECTION 904.  Effect of Supplemental Indentures.. . . . . 44
     SECTION 905.  Conformity with Trust Indenture Act.. . . . 44
     SECTION 906.  Reference in Securities to Supplemental
               Indentures. . . . . . . . . . . . . . . . . . . 44

                           ARTICLE TEN

                            COVENANTS

     SECTION 1001.  Payment of Principal, Premium, if any,
               Interest and Additional Amount. . . . . . . . . 44
     SECTION 1002.  Maintenance of Office or Agency. . . . . . 45
     SECTION 1003.  Money for Securities Payments to Be Held
               in Trust. . . . . . . . . . . . . . . . . . . . 46
     SECTION 1004.  Existence. . . . . . . . . . . . . . . . . 47
     SECTION 1005.  Provision of Financial Information.. . . . 47
     SECTION 1006.  Statement as to Compliance.. . . . . . . . 47
     SECTION 1007.  Additional Amounts.. . . . . . . . . . . . 47
     SECTION 1008.  Waiver of Certain Covenants. . . . . . . . 48

                         ARTICLE ELEVEN

                    REDEMPTION OF SECURITIES

     SECTION 1101.  Applicability of Article.. . . . . . . . . 48
     SECTION 1102.  Election to Redeem; Notice to Trustee. . . 48
     SECTION 1103.  Selection by Trustee of Securities to Be
               Redeemed. . . . . . . . . . . . . . . . . . . . 49
     SECTION 1104.  Notice of Redemption.. . . . . . . . . . . 49
     SECTION 1105.  Deposit of Redemption Price. . . . . . . . 50
     SECTION 1106.  Securities Payable on Redemption Date. . . 50
     SECTION 1107.  Securities Redeemed in Part. . . . . . . . 51

                         ARTICLE TWELVE

                          SINKING FUNDS

     SECTION 1201.  Applicability of Article.. . . . . . . . . 51
     SECTION 1202.  Satisfaction of Sinking Fund Payments
               with Securities.. . . . . . . . . . . . . . . . 51
     SECTION 1203.  Redemption of Securities for Sinking
               Fund. . . . . . . . . . . . . . . . . . . . . . 52

                        ARTICLE THIRTEEN

               REPAYMENT AT THE OPTION OF HOLDERS

     SECTION 1301.  Applicability of Article.. . . . . . . . . 52
     SECTION 1302.  Repayment of Securities. . . . . . . . . . 52
     SECTION 1303.  Exercise of Option.. . . . . . . . . . . . 52
     SECTION 1304.  When Securities Presented for Repayment
               Become Due and Payable. . . . . . . . . . . . . 53
     SECTION 1305.  Securities Repaid in Part. . . . . . . . . 54

                        ARTICLE FOURTEEN

               DEFEASANCE AND COVENANT DEFEASANCE

     SECTION 1401.  Applicability of Article; Company's
               Option to Effect Defeasance or Covenant
               Defeasance. . . . . . . . . . . . . . . . . . . 54
     SECTION 1402.  Defeasance and Discharge.. . . . . . . . . 54
     SECTION 1403.  Covenant Defeasance. . . . . . . . . . . . 55
     SECTION 1404.  Conditions to Defeasance or Covenant
               Defeasance. . . . . . . . . . . . . . . . . . . 55
     SECTION 1405.  Deposited Money and Government
               Obligations to Be Held in Trust; Other
               Miscellaneous Provisions. . . . . . . . . . . . 56

                         ARTICLE FIFTEEN

                MEETINGS OF HOLDERS OF SECURITIES

     SECTION 1501.  Purposes for Which Meetings May Be
               Called. . . . . . . . . . . . . . . . . . . . . 57
     SECTION 1502.  Call, Notice and Place of Meetings.. . . . 57
     SECTION 1503.  Persons Entitled to Vote at Meetings.. . . 57
     SECTION 1504.  Quorum; Action.. . . . . . . . . . . . . . 58
     SECTION 1505. Determination of Voting Rights; Conduct
               and Adjournment of Meetings.. . . . . . . . . . 58
     SECTION 1506.  Counting Votes and Recording Action of
               Meetings. . . . . . . . . . . . . . . . . . . . 59

     TESTIMONIUM
     SIGNATURES AND SEALS
     ACKNOWLEDGMENTS
     EXHIBIT A- FORMS OF CERTIFICATION

     INDENTURE, dated as of ___________, 1994, between HEALTH AND
REHABILITATION PROPERTIES TRUST, a Maryland real estate
investment trust (hereinafter called the "Company"), having its
principal office at 400 Centre Street, Newton, Massachusetts
02158 and SHAWMUT BANK, N.A., a national banking association, as
Trustee hereunder (hereinafter called the "Trustee"), having its
Corporate Trust Office at One Federal Street, Boston,
Massachusetts 02211.

                     RECITALS OF THE COMPANY

          The Company deems it necessary to issue from time to
time for lawful purposes its unsecured debt securities
(hereinafter called the "Securities") evidencing its unsecured
indebtedness, and has duly authorized the execution and delivery
of this Indenture to provide for the issuance from time to time
of the Securities, unlimited as to principal amount, to bear
interest at the rates or formulas, to mature at such times and to
have such other provisions as shall be fixed as hereinafter
provided.

          This Indenture is subject to the provisions of the
Trust Indenture Act of 1939, as amended, that are deemed to be
incorporated into this Indenture by such Act, and shall, to the
extent applicable, be governed by such provisions.

          All things necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms, have been
done.

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

          For and in consideration of the premises and the
purchase of the Securities by the Holders thereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit of
all Holders of the Securities, as follows:

                           ARTICLE ONE

     DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

          SECTION 101.  Definitions.  For all purposes of this
Indenture, except as otherwise expressly provided or unless the
context otherwise requires:

          (1)  the terms defined in this Article have the
meanings assigned to them in this Article, and include the plural
as well as the singular;

          (2)  all other terms used herein which are defined in
the TIA, either directly or by reference therein, have the
meanings assigned to them therein, and the terms "cash
transaction" and "self-liquidating paper", as used in TIA Section
311, shall have the meanings assigned to them in the rules of the
Commission adopted under the TIA;

          (3)  all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with GAAP; and

          (4)  the words "herein", "hereof" and "hereunder" and
other words of similar import refer to this Indenture as a whole
and not to any particular Article, Section or other subdivision.

          Certain terms, used principally in Article Three,
Article Five, Article Six and Article Ten, are defined in those
Articles.

          "Act", when used with respect to any Holder, has the
meaning specified in Section 104.

          "Additional Amounts" means any additional amounts which
are required by a Security or by or pursuant to a Board
Resolution, under circumstances specified therein, to be paid by
the Company in respect of certain taxes imposed on certain
Holders and which are owing to such holders.

          "Affiliate" of any specified Person means any other
Person directly or indirectly controlling or controlled by or
under direct or indirect common control with such specified
Person.  For the purposes of this definition, "control" when used
with respect to any specified Person means the power to direct
the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities,
by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

          "Authenticating Agent" means any authenticating agent
appointed by the Trustee pursuant to Section 611.

          "Authorized Newspaper" means a newspaper, printed in
the English language or in an official language of the country of
publication, customarily published on each Business Day, whether
or not published on Saturdays, Sundays or holidays, and of
general circulation in each place in connection with which the
term is used or in the financial community of each such place. 
Whenever successive publications are required to be made in
Authorized Newspapers, the successive publications may be made in
the same or in different Authorized Newspapers in the same city
meeting the foregoing requirements and in each case on any
Business Day.

          "Bearer Security" means any Security established
pursuant to Section 201 which is payable to bearer.

          "Board" means the board of trustees of the Company, the
executive committee or any committee of that board duly
authorized to act hereunder.

          "Board Resolution" means a copy of a resolution
certified by the Secretary or an Assistant Secretary of the
Company to have been duly adopted by the Board and to be in full
force and effect on the date of such certification, and delivered
to the Trustee.

          "Business Day", when used with respect to any Place of
Payment or any other particular location referred to in this
Indenture or in the Securities, means, unless otherwise specified
with respect to any Securities pursuant to Section 301, any day,
other than a Saturday or Sunday, that is neither a legal holiday
nor a day on which banking institutions in that Place of Payment
or particular location are authorized or required by law,
regulation or executive order to close.

          "Capitalized Leases" means any lease of property by the
Company or any Subsidiary as lessee which is reflected on the
Company's Consolidated Balance Sheet as a capitalized lease in
accordance with GAAP

          "CEDEL" means Centrale de Livraison de Valeurs
Mobilieres, S.A., or its successor.

          "Commission" means the Securities and Exchange
Commission, as from time to time constituted, created under the
Securities Exchange Act of 1934, or, if at any time after
execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties on such date.

          "Company" means the Person named as the "Company" in
the first paragraph of this Indenture until a successor shall
have become such pursuant to the applicable provisions of this
Indenture, and thereafter "Company" shall mean such successor.

          "Company Request" and "Company Order" mean,
respectively, a written request or order signed in the name of
the Company by the President or a Vice President, and by its
Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee.

          "Conversion Event" means the cessation of use of (i) a
Foreign Currency both by the government of the country which
issued such currency and for the settlement of transactions by a
central bank or other public institution of or within the
international banking community, (ii) the ECU both within the
European Monetary System and for the settlement of transactions
by public institutions of or within the European Communities or
(iii) any currency unit (or composite currency) other than the
ECU for the purposes for which it was established.

          "Corporate Trust Office" means the office of the
Trustee at which, at any particular time, its corporate trust
business shall be principally administered, which office at the
date hereof is located at One Federal Street, Boston,
Massachusetts 02211.

          "corporation" includes corporations, associations,
companies and business trusts.

          "coupon" means any interest coupon appertaining to a
Bearer Security.

          "Debt" of the Company or any Subsidiary means any
indebtedness of the Company or any Subsidiary, in respect of (i)
borrowed money evidenced by bonds, notes, debentures or similar
instruments, (ii) indebtedness secured by any mortgage, pledge,
lien, charge, encumbrance or any security interest existing on
property owned by the Company or any Subsidiary, (iii) letters of
credit or amounts representing the balance deferred and unpaid of
the purchase price of any property except any such balance that
constitutes an accrued expense or trade payable or (iv)
Capitalized Leases in the case of items of indebtedness under (i)
through (iii) above to the extent that any such items (other than
letters of credit) would appear as a liability on the Company's
Consolidated Balance Sheet in accordance with GAAP, and also
includes, to the extent not otherwise included, any obligation by
the Company or any Subsidiary to be liable for, or to pay, as
obligor, guarantor or otherwise (other than for purposes of
collection in the ordinary course of business), indebtedness of
another person (other than the Company or any Subsidiary).

          "Defaulted Interest" has the meaning specified in
Section 307.

          "Dollar" or "$" means a dollar or other equivalent unit
in such coin or currency of the United States of America as at
the time shall be legal tender for the payment of public and
private debts.

          "DTC" means The Depository Trust Company, or any
successor thereto.

          "ECU" means the European Currency Unit as defined and
revised from time to time by the Council of the European
Communities.

          "Euroclear" means Morgan Guaranty Trust Company of New
York, Brussels Office, or its successor as operator of the
Euroclear System.

          "European Communities" means the European Economic
Community, the European Coal and Steel Community and the European
Atomic Energy Community.

          "European Monetary System" means the European Monetary
System established by the Resolution of December 5, 1978 of the
Council of the European Communities.

          "Event of Default" has the meaning specified in Article
Five.

          "Foreign Currency" means any currency, currency unit or
composite currency, including, without limitation, the ECU,
issued by the government of one or more countries other than the
United States of America or by any recognized confederation or
association of such governments.

          "Funds from Operations" for any period means the
consolidated net income of the Company and its Subsidiaries for
such period without giving effect to depreciation and
amortization, gains or losses from extraordinary items, gains or
losses on sales of real estate, gains or losses on investments in
marketable securities and any provision/benefit for income taxes
for such period, plus funds from operations of unconsolidated
joint ventures, all determined on a consistent basis in
accordance with GAAP.

          "GAAP" means generally accepted accounting principles
as used in the United States applied on a consistent basis.

          "Government Obligations" means securities which are (i)
direct obligations of the United States of America or the
government which issued the Foreign Currency in which the
Securities of a particular series are payable, for the payment of
which its full faith and credit is pledged or (ii) obligations of
a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America or such
government which issued the foreign currency in which the
Securities of such series are payable, the payment of which is
unconditionally guaranteed as a full faith and credit obligation
by the United States of America or such other government, which,
in either case, are not callable or redeemable at the option of
the issuer thereof, and shall also include a depository receipt
issued by a bank or trust company as custodian with respect to
any such Government Obligation or a specific payment of interest
on or principal of any such Government Obligation held by such
custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the
custodian in respect of the Government Obligation or the specific
payment of interest on or principal of the Government Obligation
evidenced by such depository receipt.

          "Holder" means, in the case of a Registered Security,
the Person in whose name a Security is registered in the Security
Register and, in the case of a Bearer Security, the bearer
thereof and, when used with respect to any coupon, shall mean the
bearer thereof.

          "Indenture" means this instrument as originally
executed or as it may from time to time be supplemented or
amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, and shall
include the terms of particular series of Securities established
as contemplated by Section 301; provided, however, that, if at
any time more than one Person is acting as Trustee under this
instrument, "Indenture" shall mean, with respect to any one or
more series of Securities for which such Person is Trustee, this
instrument as originally executed or as it may from time to time
be supplemented or amended by one or more applicable provisions
hereof and shall include the terms of the or those particular
series of Securities for which such Person is Trustee established
as contemplated by Section 301, exclusive, however, of any
provisions or terms which relate solely to other series of
Securities for which such Person is Trustee, regardless of when
such terms or provisions were adopted, and exclusive of any
provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had
become such Trustee but to which such Person, as such Trustee,
was not a party.

          "Indexed Security" means a Security the terms of which
provide that the principal amount thereof payable at Stated
Maturity may be more or less than the principal face amount
thereof at original issuance.

          "interest", when used with respect to an Original Issue
Discount Security which by its terms bears interest only after
Maturity, shall mean interest payable after Maturity, and, when
used with respect to a Security which provides for the payment of
Additional Amounts pursuant to Section 1007, includes such
Additional Amounts.

          "Interest Payment Date", when used with respect to any
Security, means the Stated Maturity of an installment of interest
on such Security.

          "Maturity", when used with respect to any Security,
means the date on which the principal of such Security or an
installment of principal becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration
of acceleration, notice of redemption, notice of option to elect
repayment or otherwise.

          "Officers' Certificate" means a certificate signed by
the President or a Vice President and by the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary of
the Company, and delivered to the Trustee.

          "Opinion of Counsel" means a written opinion of
counsel, who may be counsel for the Company or who may be an
employee of or other counsel for the Company and who shall be
satisfactory to the Trustee.

          "Original Issue Discount Security" means any Security
which provides for an amount less than the principal amount
thereof to be due and payable upon a declaration of acceleration
of the Maturity thereof pursuant to Section 502.

          "Outstanding", when used with respect to Securities,
means, as of the date of determination, all Securities
theretofore authenticated and delivered under this Indenture,
except:

          (i)  Securities theretofore cancelled by the Trustee or
delivered to the Trustee for cancellation;

          (ii) Securities, or portions thereof, for whose payment
or redemption or repayment at the option of the Holder money in
the necessary amount has been theretofore deposited with the
Trustee or any Paying Agent (other than the Company) in trust or
set aside and segregated in trust by the Company (if the Company
shall act as its own Paying Agent) for the Holders of such
Securities and any coupons appertaining thereto, provided that,
if such Securities are to be redeemed, notice of such redemption
has been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee has been made;

          (iii) Securities, except to the extent provided in
Sections 1402 and 1403, with respect to which the Company has
effected defeasance and/or covenant defeasance as provided in
Article Fourteen;

          (iv) Securities which have been paid pursuant to
Section 306 or in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which
there shall have been presented to the Trustee proof satisfactory
to it that such Securities are held by a bona fide purchaser in
whose hands such Securities are valid obligations of the Company;
and

          (v) Securities converted into Common Shares or
Preferred Shares pursuant to or in accordance with this Indenture
if the terms of such Securities provide for convertibility
pursuant to Section 301;

provided, however, that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have
given any request, demand, authorization, direction, notice,
consent or waiver hereunder or are present at a meeting of
Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal
amount of an Original Issue Discount Security that may be counted
in making such determination or calculation and that shall be
deemed to be Outstanding for such purpose shall be equal to the
amount of principal thereof that would be (or shall have been
declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the maturity
thereof pursuant to Section 502, (ii) the principal amount of any
Security denominated in a Foreign Currency that may be counted in
making such determination or calculation and that shall be deemed
Outstanding for such purpose shall be equal to the Dollar
equivalent, determined pursuant to Section 301 as of the date
such Security is originally issued by the Company, of the
principal amount (or, in the case of an Original Issue Discount
Security, the Dollar equivalent as of such date of original
issuance of the amount determined as provided in clause (i)
above) of such Security, (iii) the principal amount of any
Indexed Security that may be counted in making such determination
or calculation and that shall be deemed outstanding for such
purpose shall be equal to the principal face amount of such
Indexed Security at original issuance, unless otherwise provided
with respect to such Security pursuant to Section 301, and (iv)
Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be
protected in making such calculation or in relying upon any such
request, demand, authorization, direction, notice, consent or
waiver, only Securities which the Trustee knows to be so owned
shall be so disregarded.  Securities so owned which have been
pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and
that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other
obligor.

          "Paying Agent" means any Person authorized by the
Company to pay the principal of (and premium, if any) or interest
on any Securities or coupons on behalf of the Company.

          "Person" means any individual, corporation,
partnership, joint venture, association, joint-stock company,
trust, unincorporated organization or government or any agency or
political subdivision thereof.

          "Place of Payment", when used with respect to the
Securities of or within any series, means the place or places
where the principal of (and premium, if any) and interest on such
Securities are payable as specified as contemplated by Sections
301 and 1002.

          "Predecessor Security" of any particular Security means
every previous Security evidencing all or a portion of the same
debt as that evidenced by such particular Security; and, for the
purposes of this definition, any Security authenticated and
delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security or a Security to
which a mutilated, destroyed, lost or stolen coupon appertains
shall be deemed to evidence the same debt as the mutilated,
destroyed, lost or stolen Security or the Security to which the
mutilated, destroyed, lost or stolen coupon appertains.

          "Redemption Date", when used with respect to any
Security to be redeemed, in whole or in part, means the date
fixed for such redemption by or pursuant to this Indenture.

          "Redemption Price", when used with respect to any
Security to be redeemed, means the price at which it is to be
redeemed pursuant to this Indenture.

          "Registered Security" shall mean any Security
established pursuant to Section 201 which is registered in the
Security Register.

          "Regular Record Date" for the interest payable on any
Interest Payment Date on the Registered Securities of or within
any series means the date specified for that purpose as
contemplated by Section 301, whether or not a Business Day.

          "Repayment Date" means, when used with respect to any
Security to be repaid at the option of the Holder, the date fixed
for such repayment by or pursuant to this Indenture.

          "Responsible Officer", when used with respect to the
Trustee, means the chairman or vice-chairman of the board of
directors, the chairman or vice-chairman of the executive
committee of the board of directors, the president, any vice
president (whether or not designated by a number or a word or
words added before or after the title "vice president"), the
secretary, any assistant secretary, the treasurer, any assistant
treasurer, the cashier, any assistant cashier, any trust officer,
the controller or any other officer of the Trustee customarily
performing functions similar to those performed by any of the
above designated officers and also means with respect to a
particular corporate trust matter, any other officer to whom such
matter is referred because of such officer's knowledge and
familiarity with the particular subject.

          "Security" has the meaning stated in the first recital
of this Indenture and, more particularly, means any Security or
Securities authenticated and delivered under this Indenture;
provided, however, that, if at any time there is more than one
Person acting as Trustee under this Indenture, "Securities" with
respect to the Indenture as to which such Person is Trustee shall
have the meaning stated in the first recital of this Indenture
and shall more particularly mean Securities authenticated and
delivered under this Indenture, exclusive, however, of Securities
of any series as to which such Person is not Trustee.

          "Security Register" and "Security Registrar" have the
respective meanings specified in Section 305.

          "Significant Subsidiary" means any Subsidiary which is
a "significant subsidiary" (as defined in Article I, Rule 1-02 of
Regulation S-X, promulgated under the Securities Act of 1933, as
amended) of the Company.

          "Special Record Date" for the payment of any Defaulted
Interest on the Registered Securities of or within any series
means a date fixed by the Trustee pursuant to Section 307.

          "Stated Maturity", when used with respect to any
Security or any installment of principal thereof or interest
thereon, means the date specified in such Security or a coupon
representing such installment of interest as the fixed date on
which the principal of such Security or such installment of
principal or interest is due and payable.

          "Subsidiary" means a corporation a majority of the
outstanding voting stock of which is owned, directly or
indirectly, by the Company or by one or more other Subsidiaries
of the Company.  For the purposes of this definition, "voting
stock" means stock having voting power for the election of
directors, whether at all times or only so long as no senior
class of stock has such voting power by reason of any
contingency.

          "Trust Indenture Act" or "TIA" means the Trust
Indenture Act of 1939, as amended and as in force at the date as
of which this Indenture was executed, except as provided in
Section 905.

          "Trustee" means the Person named as the "Trustee" in
the first paragraph of this Indenture until a successor Trustee
shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter "Trustee" shall mean or include
each Person who is then a Trustee hereunder; provided, however,
that if at any time there is more than one such Person, "Trustee"
as used with respect to the Securities of any series shall mean
only the Trustee with respect to Securities of that series.

          "United States" means, unless otherwise specified with
respect to any Securities pursuant to Section 301, the United
States of America (including the states and the District of
Columbia), its territories, its possessions and other areas
subject to its jurisdiction.

          "United States person" means, unless otherwise
specified with respect to any Securities pursuant to Section 301,
an individual who is a citizen or resident of the United States,
a corporation, partnership or other entity created organized in
or under the laws of the United States or an estate or trust the
income of which is subject to United States federal income
taxation regardless of its source.

          "Yield to Maturity" means the yield to maturity,
computed at the time of issuance of a Security (or, if
applicable, at the most recent redetermination of interest on
such Security) and as set forth in such Security in accordance
with generally accepted United States bond yield computation
principles.

          SECTION 102.  Compliance Certificates and Opinions. 
Upon any application or request by the Company to the Trustee to
take any action under any provision of this Indenture, the
Company shall furnish to the Trustee an Officers' Certificate
stating that all conditions precedent, if any, provided for in
this Indenture relating to the proposed action have been complied
with and an Opinion of Counsel stating that in the opinion of
such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or
request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating
to such particular application or request, no additional
certificate or opinion need be furnished.

          Every certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture
(including certificates delivered pursuant to Section 1006) shall
include:

          (1)  a statement that each individual signing such
certificate or opinion has read such condition or covenant and
the definitions herein relating thereto;     

          (2)  a brief statement as to the nature and scope of
the examination or investigation upon which the statements or
opinions contained in such certificate or opinion are based;

          (3)  a statement that, in the opinion of each such
individual, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to
whether or not such condition or covenant has been complied with;
and

          (4)  a statement as to whether, in the opinion of each
such individual, such condition or covenant has been complied
with.

          SECTION 103.  Form of Documents Delivered to Trustee. 
In any case where several matters are required to be certified by
or covered by an opinion of any specified Person, it is not
necessary that all such matters be certified by, or covered by
the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person
may certify or give an opinion as to some matters and one or more
other such Persons as to other matters, and any such Person may
certify or give an opinion as to such matters in one or several
documents.

          Any certificate or opinion of an officer of the Company
may be based, insofar as it relates to legal matters, upon an
Opinion of Counsel, or a certificate or representations by
counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the opinion, certificate or
representations with respect to the matters upon which his
certificate or opinion is based are erroneous.  Any such Opinion
of Counsel or certificate or representations may be based,
insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the
Company stating that the information as to such factual matters
is in the possession of the Company, unless such counsel knows
that the certificate or opinion or representations as to such
matters are erroneous.

          Where any Person is required to make, give or execute
two or more applications, requests, consents, certificates,
statements, opinions or other instruments under this Indenture,
they may, but need not, be consolidated and form one instrument.

          SECTION 104.  Acts of Holders.  (a)  Any request,
demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be given or taken by
Holders of the Outstanding Securities of all series or one or
more series, as the case may be, may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed
by such Holders in person or by agents duly appointed in writing. 
If Securities of a series are issuable as Bearer Securities, any
request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or
taken by Holders of Securities of such series may, alternatively,
be embodied in and evidenced by the record of Holders of
Securities of such series voting in favor thereof, either in
person or by proxies duly appointed in writing, at any meeting of
Holders of Securities of such series duly called and held in
accordance with the provisions of Article Fifteen, or a
combination of such instruments and any such record.  Except as
herein otherwise expressly provided, such action shall become
effective when such instrument or instruments or record or both
are delivered to the Trustee and, where it is hereby expressly
required, to the Company.  Such instrument or instruments and any
such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the
Holders signing such instrument or instruments or so voting at
any such meeting.  Proof of execution of any such instrument or
of a writing appointing any such agent, or of the holding by any
Person of a Security, shall be sufficient for any purpose of this
Indenture and conclusive in favor of the Trustee and the Company
and any agent of the Trustee or the Company, if made in the
manner provided in this Section.  The record of any meeting of
Holders of Securities shall be proved in the manner provided in
Section 1506.

          (b)  The fact and date of the execution by any Person
of any such instrument or writing may be proved by the affidavit
of a witness of such execution or by a certificate of a notary
public or other officer authorized by law to take acknowledgments
of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof.  Where such
execution is by a signer acting in a capacity other than his
individual capacity, such certificate or affidavit shall also
constitute sufficient proof of his authority.  The fact and date
of the execution of any such instrument or writing, or the
authority of the Person executing the same, may also be proved in
any other reasonable manner which the Trustee deems sufficient.

          (c)  The ownership of Registered Securities shall be
proved by the Security Register.

          (d)  The ownership of Bearer Securities may be proved
by the production of such Bearer Securities or by a certificate
executed, as depositary, by any trust company, bank, banker or
other depositary, wherever situated, if such certificate shall be
deemed by the Trustee to be satisfactory, showing that at the
date therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Securities therein
described; or such facts may be proved by the certificate or
affidavit of the Person holding such Bearer Securities, if such
certificate or affidavit is deemed by the Trustee to be
satisfactory.  The Trustee and the Company may assume that such
ownership of any Bearer Security continues until (1) another
certificate or affidavit bearing a later date issued in respect
of the same Bearer Security is produced, or (2) such Bearer
Security is produced to the Trustee by some other Person, or (3)
such Bearer Security is surrendered in exchange for a Registered
Security, or (4) such Bearer Security is no longer Outstanding. 
The ownership of Bearer Securities may also be proved in any
other manner which the Trustee deems sufficient.

          (e)  If the Company shall solicit from the Holders of
Registered Securities any request, demand, authorization,
direction, notice, consent, waiver or other Act, the Company may,
at its option, in or pursuant to a Board Resolution, fix in
advance a record date for the determination of Holders entitled
to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no
obligation to do so.  Notwithstanding TIA Section 316(c), such
record date shall be the record date specified in or pursuant to
such Board Resolution, which shall be a date not earlier than the
date 30 days prior to the first solicitation of Holders generally
in connection therewith and not later than the date such
solicitation is completed.  If such a record date is fixed, such
request, demand, authorization, direction, notice, consent,
waiver or other Act may be given before or after such record
date, but only the Holders of record at the close of business on
such record date shall be deemed to be Holders for the purposes
of determining whether Holders of the requisite proportion of
Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the Outstanding
Securities shall be computed as of such record date; provided
that no such authorization, agreement or consent by the Holders
on such record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not
later than eleven months after the record date.

          (f)  Any request, demand, authorization, direction,
notice, consent, waiver or other Act of the Holder of any
Security shall bind every future Holder of the same Security and
the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the
Trustee, any Security Registrar, any Paying Agent, any
Authenticating Agent or the Company in reliance thereon, whether
or not notation of such action is made upon such Security.

          SECTION 105.  Notices, etc., to Trustee and Company. 
Any request, demand, authorization, direction, notice, consent,
waiver or act of Holders or other document provided or permitted
by this Indenture to be made upon, given or furnished to, or
filed with,

          (1)  the Trustee by any Holder or by the Company shall
be sufficient for every purpose hereunder if made, given,
furnished or filed in writing to or with the Trustee at its
Corporate Trust Office, Attention: Corporate Trust
Administration, 31st Floor, or

          (2)  the Company by the Trustee or by any Holder shall
be sufficient for every purpose hereunder (unless otherwise
herein expressly provided) if in writing and mailed, first class
postage prepaid, to the Company addressed to it at the address of
its principal office specified in the first paragraph of this
Indenture or at any other address previously furnished in writing
to the Trustee by the Company.

          SECTION 106.  Notice to Holders; Waiver.  Where this
Indenture provides for notice of any event to Holders of
Registered Securities by the Company or the Trustee, such notice
shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid,
to each such Holder affected by such event, at his address as it
appears in the Security Register, not later than the latest date,
and not earlier than the earliest date, prescribed for the giving
of such notice.  In any case where notice to Holders of
Registered Securities is given by mail, neither the failure to
mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice
with respect to other Holders of Registered Securities or the
sufficiency of any notice to Holders of Bearer Securities given
as provided herein.  Any notice mailed to a Registered Holder in
the manner herein prescribed shall be conclusively deemed to have
been received by such Holder, whether or not such Holder actually
receives such notice.

          If by reason of the suspension of or irregularities in
regular mail service or by reason of any other cause it shall be
impracticable to give such notice by mail, then such notification
to Holders of Registered Securities as shall be made with the
approval of the Trustee shall constitute a sufficient
notification to such Holders for every purpose hereunder.

          Except as otherwise expressly provided herein or
otherwise specified with respect to any Securities pursuant to
Section 301, where this Indenture provides for notice to Holders
of Bearer Securities of any event, such notice shall be
sufficiently given if published in an Authorized Newspaper in The
City of New York and in such other city or cities as may be
specified in such Securities on a Business Day, such publication
to be not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice.  Any
such notice shall be deemed to have been given on the date of
such publication or, if published more than once, on the date of
the first such publication.

          If by reason of the suspension of publication of any
Authorized Newspaper or Authorized Newspapers or by reason of any
other cause it shall be impracticable to publish any notice to
Holders of Bearer Securities as provided above, then such
notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient
notice to such Holders for every purpose hereunder.  Neither the
failure to give notice by publication to any particular Holder of
Bearer Securities as provided above, nor any defect in any notice
so published, shall affect the sufficiency of such notice with
respect to other Holders of Bearer Securities or the sufficiency
of any notice to Holders of Registered Securities given as
provided herein.

          Any request, demand, authorization, direction, notice,
consent or waiver required or permitted under the Indenture shall
be in the English language, except that any published notice may
be in an official language of the country of publication.

          Where this Indenture provides for notice in any manner,
such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice.  Waivers of notice
by Holders shall be filed with the Trustee, but such filing shall
not be a condition precedent to the validity of any action taken
in reliance upon such waiver.

          SECTION 107.  Effect of Headings and Table of Contents. 
The Article and Section headings herein and the Table of Contents
are for convenience only and shall not affect the construction
hereof.

          SECTION 108.  Successors and Assigns.  All covenants
and agreements in this Indenture by the Company shall bind its
successors and assigns, whether so expressed or not.

          SECTION 109.  Separability Clause.  In case any
provision in this Indenture or in any Security or coupon shall be
invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way
be affected or impaired thereby.

          SECTION 110.  Benefits of Indenture.  Nothing in this
Indenture or in the Securities or coupons, express or implied,
shall give to any Person, other than the parties hereto, any
Security Registrar, any Paying Agent, any Authenticating Agent
and their successors hereunder and the Holders any benefit or any
legal or equitable right, remedy or claim under this Indenture.

          SECTION 111.  Governing Law.  This Indenture and the
Securities and coupons shall be governed by and construed in
accordance with the law of The Commonwealth of Massachusetts. 
This Indenture is subject to the provisions of the TIA that are
required to be part of this Indenture and shall, to the extent
applicable, be governed by such provisions.

          SECTION 112.  Legal Holidays.  In any case where any
Interest Payment Date, Redemption Date, Repayment Date, sinking
fund payment date, Stated Maturity or Maturity of any Security
shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or any
Security or coupon other than a provision in the Securities of
any series which specifically states that such provision shall
apply in lieu hereof), payment of interest or any Additional
Amounts or principal (and premium, if any) or sinking fund
payment need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place
of Payment with the same force and effect as if made on the
Interest Payment Date, Redemption Date, Repayment Date or sinking
fund payment date, or at the Stated Maturity or Maturity,
provided that no interest shall accrue on the amount so payable
for the period from and after such Interest Payment Date,
Redemption Date, Repayment Date, sinking fund payment date,
Stated Maturity or Maturity, as the case may be.

          SECTION 113.  No Personal Liability.  THE DECLARATION
OF TRUST ESTABLISHING THE COMPANY, DATED OCTOBER 9, 1986, A COPY
OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE
"DECLARATION"), IS DULY FILED IN THE OFFICE OF THE DEPARTMENT OF
ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT
THE NAME "HEALTH AND REHABILITATION PROPERTIES TRUST" REFERS TO
THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS TRUSTEES, BUT
NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER,
SHAREHOLDER, EMPLOYEE OR AGENT OF THE COMPANY SHALL BE HELD TO
ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION
OF, OR CLAIM AGAINST, THE COMPANY.  ALL PERSONS DEALING WITH THE
COMPANY, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF THE COMPANY
FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

                           ARTICLE TWO

                        SECURITIES FORMS

          SECTION 201.  Forms of Securities.  The Registered
Securities, if any, of each series and the Bearer Securities, if
any, of each series and related coupons shall be in substantially
the forms as shall be established in one or more indentures
supplemental hereto or approved from time to time by or pursuant
to a Board Resolution in accordance with Section 301, shall have
such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture or any
indenture supplemental hereto, and may have such letters, numbers
or other marks of identification or designation and such legends
or endorsements placed thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of
this Indenture, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any
rule or regulation of any stock exchange on which the Securities
may be listed, or to conform to usage.

          Unless otherwise specified as contemplated by Section
301, Bearer Securities shall have interest coupons attached.

          The definitive Securities and coupons shall be printed,
lithographed or engraved or produced by any combination of these
methods on a steel engraved border or steel engraved borders or
may be produced in any other manner, all as determined by the
officers of the Company executing such Securities or coupons, as
evidenced by their execution of such Securities or coupons.

          SECTION 202.  Form of Trustee's Certificate of
Authentication.  Subject to Section 611, the Trustee's
certificate of authentication shall be in substantially the
following form:

     This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.

               SHAWMUT BANK, N.A.
                 as Trustee


               By_______________________________
                  Authorized Officer

          SECTION 203.  Securities Issuable in Global Form.  If
Securities of or within a series are issuable in global form, as
specified in and as contemplated by Section 301, then,
notwithstanding clause (8) of Section 301 and the provisions of
Section 302, any such Security shall represent such of the
Outstanding Securities of such series as shall be specified
therein and may provide that it shall represent the aggregate
amount of Outstanding Securities of such series from time to time
endorsed thereon and that the aggregate amount of Outstanding
Securities of such series represented thereby may from time to
time be increased or decreased to reflect exchanges.  Any
endorsement of a Security in global form to reflect the amount,
or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made by the Trustee in
such manner and upon instructions given by such Person or Persons
as shall be specified therein or in the Company Order to be
delivered to the Trustee pursuant to Section 303 or 304.  Subject
to the provisions of Section 303 and, if applicable, Section 304,
the Trustee shall deliver and redeliver any Security in permanent
global form in the manner and upon instructions given by the
Person or Persons specified therein or in the applicable Company
Order.  If a Company Order pursuant to Section 303 or 304 has
been, or simultaneously is, delivered, any instructions by the
Company with respect to endorsement or delivery or redelivery of
a Security in global form shall be in writing but need not comply
with Section 102 and need not be accompanied by an Opinion of
Counsel.

          The provisions of the last sentence of Section 303
shall apply to any Security represented by a Security in global
form if such Security was never issued and sold by the Company
and the Company delivers to the Trustee the Security in global
form together with written instructions (which need not comply
with Section 102 and need not be accompanied by an Opinion of
Counsel) with regard to the reduction in the principal amount of
Securities represented thereby, together with the written
statement contemplated by the last sentence of Section 303.

          Notwithstanding the provisions of Section 307, unless
otherwise specified as contemplated by Section 301, payment of
principal of and any premium and interest on any Security in
permanent global form shall be made to the Person or Persons
specified therein.

          Notwithstanding the provisions of Section 308 and
except as provided in the preceding paragraph, the Company, the
Trustee and any agent of the Company and the Trustee shall treat
as the Holder of such principal amount of Outstanding Securities
represented by a permanent global Security (i) in the case of a
permanent global Security in registered form, the Holder of such
permanent global Security in registered form or (ii) in the case
of a permanent global Security in bearer form Euroclear or CEDEL.


                          ARTICLE THREE

                         THE SECURITIES

          SECTION 301.  Amount Unlimited; Issuable in Series. 
The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

          The Securities may be issued in one or more series. 
There shall be established in one or more Board Resolutions or
pursuant to authority granted by one or more Board Resolutions
and, subject to Section 303, set forth, or determined in the
manner provided, in an Officers' Certificate, or established in
one or more indentures supplemental hereto, prior to the issuance
of Securities of any series, any or all of the following, as
applicable (each of which (except for the matters set forth in
clauses (1), (2) and (15) below), if so provided, may be
determined from time to time by the Company with respect to
unissued Securities of the series when issued from time to time):

          (1)  the title of the Securities of the series (which
     shall distinguish the Securities of such series from all
     other series of Securities);

          (2)  any limit upon the aggregate principal amount of
     the Securities of the series that may be authenticated and
     delivered under this Indenture (except for Securities
     authenticated and delivered upon registration of transfer
     of, or in exchange for, or in lieu of, other Securities of
     the series pursuant to Section 304, 305, 306, 906, 1107 or
     1305); 

          (3)  the date or dates, or the method by which such
     date or dates will be determined, on which the principal of
     the Securities of the series shall be payable;

          (4)  the rate or rates at which the Securities of the
     series shall bear interest, if any, or the method by which
     such rate or rates shall be determined, the date or dates
     from which such interest shall accrue or the method by which
     such date or dates shall be determined, the Interest Payment
     Dates on which such interest will be payable and the Regular
     Record Date, if any, for the interest payable on any
     Registered Security on any Interest Payment Date, or the
     method by which such date shall be determined, and the basis
     upon which interest shall be calculated if other than that
     of a 360-day year of twelve 30-day months;

          (5)  the place or places, if any, other than or in
     addition to the City of Boston, where the principal of (and
     premium, if any), interest, if any, on, and Additional
     Amounts, if any, payable in respect of, Securities of the
     series shall be payable, any Registered Securities of the
     series may be surrendered for registration of transfer,
     exchange or conversion and notices or demands to or upon the
     Company in respect of the Securities of the series and this
     Indenture may be served;

          (6)  the period or periods within which, the price or
     prices at which, the currency or currencies, currency unit
     or units or composite currency or currencies in which, and
     other terms and conditions upon which Securities of the
     series may be redeemed, in whole or in part, at the option
     of the Company, if the Company is to have the option;

          (7)  the obligation, if any, of the Company to redeem,
     repay or purchase Securities of the series pursuant to any
     sinking fund or analogous provision or at the option of a
     Holder thereof, and the period or periods within which or
     the date or dates on which, the price or prices at which,
     the currency or currencies, currency unit or units or
     composite currency or currencies in which, and other terms
     and conditions upon which Securities of the series shall be
     redeemed, repaid or purchased, in whole or in part, pursuant
     to such obligation;

          (8)  if other than denominations of $1,000 and any
     integral multiple thereof, the denominations in which any
     Registered Securities of the series shall be issuable and,
     if other than the denomination of $5,000, the denomination
     or denominations in which any Bearer Securities of the
     series shall be issuable;

          (9)  if other than the Trustee, the identity of each
     Security Registrar and/or Paying Agent for the series;

          (10) if other than the principal amount thereof, the
     portion of the principal amount of Securities of the series
     that shall be payable upon declaration of acceleration of
     the Maturity thereof pursuant to Section 502 or, if
     applicable, the portion of the principal amount of
     Securities of the series that is convertible in accordance
     with the provisions of this Indenture, or the method by
     which such portion shall be determined;

          (11) if other than Dollars, the Foreign Currency or
     Currencies in which payment of the principal of (and
     premium, if any), interest, if any, on, and Additional
     Amounts, if any, on the Securities of the series shall be
     payable or in which the Securities of the series shall be
     denominated;

          (12) whether the amount of payments of principal of
     (and premium, if any) or interest, if any, on the Securities
     of the series may be determined with reference to an index,
     formula or other method (which index, formula or method may
     be based, without limitation, on one or more currencies,
     currency units, composite currencies, commodities, equity
     indices or other indices), and the manner in which such
     amounts shall be determined;

          (13) whether the principal of (and premium, if any) or
     interest, if any on or Additional Amounts, if any, on the
     Securities of the series are to be payable, at the election
     of the Company or a Holder thereof, in a currency or
     currencies, currency unit or units or composite currency or
     currencies other than that in which such Securities are
     denominated or stated to be payable, the period or periods
     within which (including the Election Date), and the terms
     and conditions upon which, such election may be made, and
     the time and manner of, and identity of the exchange rate
     between the currency or currencies, currency unit or units
     or composite currency or currencies in which such securities
     are denominated or stated to be payable and the currency or
     currencies, currency unit or units or composite currency or
     currencies in which such Securities are to be so payable;

          (14) provisions, if any, granting special rights to the
     Holders of Securities of the series upon the occurrence of
     such events as may be specified;

          (15) any deletions from, modifications of or additions
     to the Events of Default or covenants of the Company set
     forth in this Indenture with respect to Securities of the
     series, (whether or not such Events of Default or covenants
     are consistent with the Events of Default or covenants set
     forth herein);

          (16) whether Securities of the series are to be
     issuable as Registered Securities, Bearer Securities (with
     or without coupons) or both, any restrictions applicable to
     the offer, sale or delivery of Bearer Securities and the
     terms upon which Bearer Securities of the series may be
     exchanged for Registered Securities of the series and vice
     versa (if permitted by applicable laws and regulations),
     whether any Securities of the series are to be issuable
     initially in temporary global form and whether any
     Securities of the series are to be issuable in permanent
     global form with or without coupons and, if so, whether
     beneficial owners of interests in any such permanent global
     Security may exchange such interests for Securities of such
     series and of like tenor of any authorized form and
     denomination and the circumstances under which any such
     exchanges may occur, if other than in the manner provided in
     Section 305, and, if Registered Securities of the series are
     to be issuable as a global Security, the identity of the
     depositary for such series;

          (17) the date as of which any Bearer Securities of the
     series and any temporary global Security representing
     Outstanding Securities of the series shall be dated if other
     than the date of original issuance of the first Security of
     the series to be issued;

          (18) the Person to whom any interest on any Registered
     Security of the series shall be payable, if other than the
     Person in whose name that Security (or one or more
     Predecessor Securities) is registered at the close of
     business on the Regular Record Date for such interest, the
     manner in which, or the Person to whom, any interest on any
     Bearer Security of the series shall be payable, if otherwise
     than upon presentation and surrender of the coupons
     appertaining thereto as they severally mature, and the
     extent to which, or the manner in which, any interest
     payable on a temporary global Security on an Interest
     Payment Date will be paid if other than in the manner
     provided in Section 304;

          (19) the applicability, if any, of Sections 1402 and/or
     1403 to the Securities of the series and any provisions in
     modification of, in addition to or in lieu of any of the
     provisions of Article Fourteen;

          (20) if the Securities of such series are to be
     issuable in definitive form (whether upon original issue or
     upon exchange of a temporary Security of such series) only
     upon receipt of certain certificates or other documents or
     satisfaction of other conditions, then the form and/or terms
     of such certificates, documents or conditions;

          (21) if the Securities of the series are to be issued
     upon the exercise of warrants, the time, manner and place
     for such Securities to be authenticated and delivered;

          (22) whether and under what circumstances the Company
     will pay Additional Amounts as contemplated by Section 1007
     on the Securities of the series to any Holder who is not a
     United States person (including any modification to the
     definition of such term) in respect of any tax, assessment
     or governmental charge and, if so, whether the Company will
     have the option to redeem such Securities rather than pay
     such Additional Amounts (and the terms of any such option);

          (23) the obligation, if any, of the Company to permit
     the conversion of the Securities of such series into Common
     Shares or Preferred Shares, as the case may be, and the
     terms and conditions upon which such conversion shall be
     effected (including, without limitation, the initial
     conversion price or rate, the conversion period, any
     adjustment of the applicable conversion price and any
     requirements relative to the reservation of such shares for
     purposes of conversion);

          (24) the terms and conditions, if any, upon which
     payment of the Securities of such series shall be
     subordinated to other Debt of the Company (including,
     without limitation, the Debt which ranks senior to such
     Securities; restrictions on payments to Holders of such
     Securities while a default with respect to such senior Debt
     is continuing; restrictions, if any, on payments to the
     Holders of such Securities following an Event of Default;
     and any requirements for Holders of such Securities to remit
     certain payments to the holders of such senior Debt); and

          (25) any other terms of the series (which terms shall
     not be inconsistent with the provisions of this Indenture).

          All Securities of any one series and the coupons
appertaining to any Bearer Securities of such series shall be
substantially identical except, in the case of Registered
Securities, as to denominations and except as may otherwise be
provided in or pursuant to the Board Resolution establishing the
series (subject to Section 303) and set forth in an Officers'
Certificate or in any indenture supplemental hereto.  All
Securities of any one series need not be issued at the same time
and, unless otherwise provided, a series may be reopened, without
the consent of the Holders, for issuances of additional
Securities of such series.

          If any of the terms of the Securities of any series are
established by action taken pursuant to one or more Board
Resolutions, a copy of an appropriate record of such action(s)
shall be certified by the Secretary or an Assistant Secretary of
the Company and delivered to the Trustee at or prior to the
delivery of the Officers' Certificate setting forth the terms of
the Securities of such series.

          SECTION 302.  Denominations.  The Securities of each
series shall be issuable in such denominations as shall be
specified as contemplated by Section 301.  With respect to
Securities of any series denominated in Dollars, in the absence
of any such provisions, the Registered Securities of such series,
other than Registered Securities issued in global form (which may
be of any denomination), shall be issuable in denominations of
$1,000 and any integral multiple thereof and the Bearer
Securities of such series, other than Bearer Securities issued in
global form (which may be of any denomination), shall be issuable
in denominations of $5,000.

          SECTION 303.  Execution, Authentication, Delivery and
Dating.  The Securities and any coupons appertaining thereto
shall be executed on behalf of the Company by its President or
one of its Vice Presidents, under its seal reproduced thereon,
and attested by its Secretary or one of its Assistant
Secretaries.  The signature of any of these officers on the
Securities and coupons may be manual or facsimile signatures of
the present or any future such authorized officer and may be
imprinted or otherwise reproduced on the Securities.

          Securities or coupons bearing the manual or facsimile
signatures of individuals who were at any time the proper
officers of the Company shall bind the Company, notwithstanding
that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such
Securities or did not hold such offices at the date of such
Securities or coupons.

          At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver
Securities of any series, together with any coupon appertaining
thereto, executed by the Company to the Trustee for
authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee
in accordance with the Company Order shall authenticate and
deliver such Securities; provided, however, that, in connection
with its original issuance, no Bearer Security shall be mailed or
otherwise delivered to any location in the United States; and
provided further that, unless otherwise specified with respect to
any series of Securities pursuant to Section 301, a Bearer
Security may be delivered in connection with its original
issuance only if the Person entitled to receive such Bearer
Security shall have furnished a certificate in the form set forth
in Exhibit A-1 to this Indenture or such other certificate as may
be specified with respect to any series of Securities pursuant to
Section 301, dated no earlier than 15 days prior to the earlier
of the date on which such Bearer Security is delivered and the
date on which any temporary Security first becomes exchangeable
for such Bearer Security in accordance with the terms of such
temporary Security and this Indenture.  If any Security shall be
represented by a permanent global Bearer Security, then, for
purposes of this Section and Section 304, the notation of a
beneficial owner's interest therein upon original issuance of
such Security or upon exchange of a portion of a temporary global
Security shall be deemed to be delivery in connection with its
original issuance of such beneficial owner's interest in such
permanent global Security.  Except as permitted by Section 306,
the Trustee shall not authenticate and deliver any Bearer
Security unless all appurtenant coupons for interest then matured
have been detached and cancelled.  If all the Securities of any
series are not to be issued at one time and if the Board
Resolution or supplemental indenture establishing such series
shall so permit, such Company Order may set forth procedures
acceptable to the Trustee for the issuance of such Securities and
determining the terms of particular Securities of such series,
such as interest rate or formula, maturity date, date of issuance
and date from which interest shall accrue.  In authenticating
such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee
shall be entitled to receive, and (subject to TIA Sections 315(a)
through 315(d)) shall be fully protected in relying upon,

          (i)  an Opinion of Counsel stating that

               (a)  the form or forms of such Securities and any
          coupons have been established in conformity with the
          provisions of this Indenture;

               (b)  the terms of such Securities and any coupons
          have been established in conformity with the provisions
          of this Indenture; and

               (c)  such Securities, together with any coupons
          appertaining thereto, when completed by appropriate
          insertions and executed and delivered by the Company to
          the Trustee for authentication in accordance with this
          Indenture, authenticated and delivered by the Trustee
          in accordance with this Indenture and issued by the
          Company in the manner and subject to any conditions
          specified in such Opinion of Counsel, will constitute
          legal, valid and binding obligations of the Company,
          enforceable in accordance with their terms, subject to
          applicable bankruptcy, insolvency, reorganization and
          other similar laws of general applicability relating to
          or affecting the enforcement of creditors' rights
          generally and to general equitable principles; and 

          (ii) an Officers' Certificate stating that all
     conditions precedent provided for in this Indenture relating
     to the issuance of the Securities have been complied with
     and that, to the best of the knowledge of the signers of
     such certificate, no Event of Default with respect to any of
     the Securities shall have occurred and be continuing.

If such form or terms have been so established, the Trustee shall
not be required to authenticate such Securities if the issue of
such Securities pursuant to this Indenture will affect the
Trustee's own rights, duties, obligations or immunities under the
Securities and this Indenture or otherwise in a manner which is
not reasonably acceptable to the Trustee.

          Notwithstanding the provisions of Section 301 and of
the preceding paragraph, if all the Securities of any series are
not to be issued at one time, it shall not be necessary to
deliver an Officers' Certificate otherwise required pursuant to
Section 301 or a Company Order, or an Opinion of Counsel or an
Officers' Certificate otherwise required pursuant to the
preceding paragraph at the time of issuance of each Security of
such series, but such order, opinion and certificates, with
appropriate modifications to cover such future issuances, shall
be delivered at or before the time of issuance of the first
Security of such series.

          Each Registered Security shall be dated the date of its
authentication and each Bearer Security shall be dated as of the
date specified as contemplated by Section 301.

          No Security or coupon shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose
unless there appears on such Security or Security to which such
coupon appertains a certificate of authentication substantially
in the form provided for herein duly executed by the Trustee by
manual signature of an authorized officer, and such certificate
upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this
Indenture.  Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued
and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section
309 together with a written statement (which need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel)
stating that such Security has never been issued and sold by the
Company, for all purposes of this Indenture such Security shall
be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this
Indenture.

          SECTION 304.  Temporary Securities.  (a)  Pending the
preparation of definitive Securities of any series, the Company
may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in
any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued, in
registered form, or, if authorized, in bearer form with one or
more coupons or without coupons, and with such appropriate
insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as conclusively
evidenced by their execution of such Securities.  In the case of
Securities of any series, such temporary Securities may be in
global form.

          Except in the case of temporary Securities in global
form (which shall be exchanged in accordance with Section 304(b)
or as otherwise provided in or pursuant to a Board Resolution),
if temporary Securities of any series are issued, the Company
will cause definitive Securities of that series to be prepared
without unreasonable delay.  After the preparation of definitive
Securities of such series, the temporary Securities of such
series shall be exchangeable for definitive Securities of such
series upon surrender of the temporary Securities of such series
at the office or agency of the Company in a Place of Payment for
that series, without charge to the Holder.  Upon surrender for
cancellation of any one or more temporary Securities of any
series (accompanied by any non-matured coupons appertaining
thereto), the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of the same series of authorized
denominations; provided, however, that no definitive Bearer
Security shall be delivered in exchange for a temporary
Registered Security; and provided further that a definitive
Bearer Security shall be delivered in exchange for a temporary
Bearer Security only in compliance with the conditions set forth
in Section 303.  Until so exchanged, the temporary Securities of
any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series.

          (b)  Unless otherwise provided in or pursuant to a
Board Resolution, this Section 304(b) shall govern the exchange
of temporary Securities issued in global form other than through
the facilities of DTC.  If any such temporary Security is issued
in global form, then such temporary global Security shall, unless
otherwise provided therein, be delivered to the London office of
a depositary or common depositary (the "Common Depositary"), for
the benefit of Euroclear and CEDEL, for credit to the respective
accounts of the beneficial owners of such Securities (or to such
other accounts as they may direct).

          Without unnecessary delay but in any event not later
than the date specified in, or determined pursuant to the terms
of, any such temporary global Security (the "Exchange Date"), the
Company shall deliver to the Trustee definitive Securities, in
aggregate principal amount equal to the principal amount of such
temporary global Security, executed by the Company.  On or after
the Exchange Date, such temporary global Security shall be
surrendered by the Common Depositary to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or
from time to time in part, for definitive Securities without
charge, and the Trustee shall authenticate and deliver, in
exchange for each portion of such temporary global Security, an
equal aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the
portion of such temporary global Security to be exchanged.  The
definitive Securities to be delivered in exchange for any such
temporary global Security shall be in bearer form, registered
form, permanent global bearer form or permanent global registered
form, or any combination thereof, as specified as contemplated by
Section 301, and, if any combination thereof is so specified, as
requested by the beneficial owner thereof; provided, however,
that, unless otherwise specified in such temporary global
Security, upon such presentation by the Common Depositary, such
temporary global Security is accompanied by a certificate dated
the Exchange Date or a subsequent date and signed by Euroclear as
to the portion of such temporary global Security held for its
account then to be exchanged and a certificate dated the Exchange
Date or a subsequent date and signed by CEDEL as to the portion
of such temporary global Security held for its account then to be
exchanged, each in the form set forth in Exhibit A-2 to this
Indenture or in such other form as may be established pursuant to
Section 301; and provided further that definitive Bearer
Securities shall be delivered in exchange for a portion of a
temporary global Security only in compliance with the
requirements of Section 303.

          Unless otherwise specified in such temporary global
Security, the interest of a beneficial owner of Securities of a
series in a temporary global Security shall be exchanged for
definitive Securities of the same series and of like tenor
following the Exchange Date when the account holder instructs
Euroclear or CEDEL, as the case may be, to request such exchange
on his behalf and delivers to Euroclear or CEDEL, as the case may
be, a certificate in the form set forth in Exhibit A-1 to this
Indenture (or in such other forms as may be established pursuant
to Section 301), dated no earlier than 15 days prior to the
Exchange Date, copies of which certificate shall be available
from the offices of Euroclear and CEDEL, the Trustee, any
Authenticating Agent appointed for such series of Securities and
each Paying Agent.  Unless otherwise specified in such temporary
global Security, any such exchange shall be made free of charge
to the beneficial owners of such temporary global Security,
except that a Person receiving definitive Securities must bear
the cost of insurance, postage, transportation and the like
unless such Person takes delivery of such definitive Securities
in person at the offices of Euroclear or CEDEL.  Definitive
Securities in bearer form to be delivered in exchange for any
portion of a temporary global Securities shall be delivered only
outside the United States.

          Until exchanged in full as hereinabove provided, the
temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive
Securities of the same series and of like tenor authenticated and
delivered hereunder, except that, unless otherwise specified as
contemplated by Section 301, interest payable on a temporary
global Security on an Interest Payment Date for Securities of
such series occurring prior to the applicable Exchange Date shall
be payable to Euroclear and CEDEL on such Interest Payment Date
upon delivery by Euroclear and CEDEL to the Trustee of a
certificate or certificates in the form set forth in Exhibit A-2
to this Indenture (or in such other forms as may be established
pursuant to Section 301), for credit without further interest on
or after such Interest Payment Date to the respective accounts of
persons who are the beneficial owners of such temporary global
Security on such Interest Payment Date and who have each
delivered to Euroclear or CEDEL, as the case may be, a
certificate dated no earlier than 15 days prior to the Interest
Payment Date occurring prior to such Exchange Date in the form
set forth as Exhibit A-1 to this Indenture (or in such other
forms as may be established pursuant to Section 301). 
Notwithstanding anything to the contrary herein contained, the
certifications made pursuant to this paragraph shall satisfy the
certification requirements of the preceding two paragraphs of
this Section 304 (b) and of the third paragraph of Section 303 of
this Indenture and the interests of the Persons who are the
beneficial owners of a temporary global Security with respect to
which such certification was made will be exchanged for
definitive Securities of the same series and of like tenor on the
Exchange Date or the date of certification if such date occurs
after the Exchange Date, without further act or deed by such
beneficial owners.  Except as otherwise provided in this
paragraph, no payments of principal or interest owing with
respect to a beneficial interest in a temporary global Security
will be made unless and until such interest in such temporary
global Security shall have been exchanged for an interest in a
definitive Security.  Any interest so received by Euroclear and
CEDEL and not paid as herein provided shall be returned to the
Trustee prior to the expiration of two years after such Interest
Payment Date in order to be repaid to the Company.

          SECTION 305.  Registration, Registration of Transfer
and Exchange.  The Company shall cause to be kept at the
Corporate Trust Office of the Trustee or in any office or agency
of the Company in a Place of Payment a register for each series
of Securities (the registers maintained in such office or in any
such office or agency of the Company in a Place of Payment being
herein sometimes referred to collectively as the "Security
Register") in which, subject to such reasonable regulations as it
may prescribe, the Company shall provide for the registration of
Registered Securities and of transfers of Registered Securities. 
The Security Register shall be in written form or any other form
capable of being converted into written form within a reasonable
time.  The Trustee, at its Corporate Trust Office, is hereby
initially appointed "Security Registrar" for the purpose of
registering Registered Securities and transfers of Registered
Securities on such Security Register as herein provided.  In the
event that the Trustee shall cease to be Security Registrar, it
shall have the right to examine the Security Register at all
reasonable times.

          Subject to the provisions of this Section 305, upon
surrender for registration of transfer of any Registered Security
of any series at any office or agency of the Company in a Place
of Payment for that series, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Registered
Securities of the same series, of any authorized denominations
and of a like aggregate principal amount, bearing a number not
contemporaneously outstanding, and containing identical terms and
provisions.

          Subject to the provisions of this Section 305, at the
option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series, of
any authorized denomination or denominations and of a like
aggregate principal amount, containing identical terms and
provisions, upon surrender of the Registered Securities to be
exchanged at any such office or agency.  Whenever any such
Registered Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and
deliver, the Registered Securities which the Holder making the
exchange is entitled to receive.  Unless otherwise specified with
respect to any series of Securities as contemplated by Section
301, Bearer Securities may not be issued in exchange for
Registered Securities.

          If (but only if) permitted by the applicable Board
Resolution and (subject to Section 303) set forth in the
applicable Officers' Certificate, or in any indenture
supplemental hereto, delivered as contemplated by Section 301, at
the option of the Holder, Bearer Securities of any series may be
exchanged for Registered Securities of the same series of any
authorized denominations and of a like aggregate principal amount
and tenor, upon surrender of the Bearer Securities to be
exchanged at any such office or agency, with all unmatured
coupons and all matured coupons in default thereto appertaining. 
If the Holder of a Bearer Security is unable to produce any such
unmatured coupon or coupons or matured coupon or coupons in
default, any such permitted exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable
to the Company in an amount equal to the face amount of such
missing coupon or coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if
there is furnished to them such security or indemnity as they may
require to save each of them and any Paying Agent harmless.  If
thereafter the Holder of such Security shall surrender to any
Paying Agent any such missing coupon in respect of which such a
payment shall have been made, such Holder shall be entitled to
receive the amount of such payment; provided, however, that,
except as otherwise provided in Section 1002, interest
represented by coupons shall be payable only upon presentation
and surrender of those coupons at an office or agency located
outside the United States.  Notwithstanding the foregoing, in
case a Bearer Security of any series is surrendered at any such
office or agency in a permitted exchange for a Registered
Security of the same series and like tenor after the close of
business at such office or agency on (i) any Regular Record Date
and before the opening of business at such office or agency on
the relevant Interest Payment Date, or (ii) any Special Record
Date and before the opening of business at such office or agency
on the related proposed date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the coupon
relating to such Interest Payment Date or proposed date for
payment, as the case may be, and interest or Defaulted Interest,
as the case may be, will not be payable on such Interest Payment
Date or proposed date for payment, as the case may be, in respect
of the Registered Security issued in exchange for such Bearer
Security, but will be payable only to the Holder of such coupon
when due in accordance with the provisions of this Indenture. 
Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is
entitled to receive.

          Notwithstanding the foregoing, except as otherwise
specified as contemplated by Section 301, any permanent global
Security shall be exchangeable only as provided in this
paragraph.  If the depositary for any permanent global Security
is DTC, then, unless the terms of such global Security expressly
permit such global Security to be exchanged in whole or in part
for definitive Securities, a global Security may be transferred,
in whole but not in part, only to a nominee of DTC, or by a
nominee of DTC to DTC, or to a successor to DTC for such global
Security selected or approved by the Company or to a nominee of
such successor to DTC.  If at any time DTC notifies the Company
that it is unwilling or unable to continue as depositary for the
applicable global Security or Securities or if at any time DTC
ceases to be a clearing agency registered under the Securities
Exchange Act of 1934 if so required by applicable law or
regulation, the Company shall appoint a successor depositary with
respect to such global Security or Securities.  If (x) a
successor depositary for such global Security or Securities is
not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such unwillingness,
inability or ineligibility, (y) an Event of Default has occurred
and is continuing and the beneficial owners representing a
majority in principal amount of the applicable series of
Securities represented by such global Security or Securities
advise DTC to cease acting as depositary for such global Security
or Securities or (z) the Company, in its sole discretion,
determines at any time that all Outstanding Securities (but not
less than all) of any series issued or issuable in the form of
one or more global Securities shall no longer be represented by
such global Security or Securities, then the Company shall
execute, and the Trustee shall authenticate and deliver,
definitive Securities of like series, rank, tenor and terms in
definitive form in an aggregate principal amount equal to the
principal amount of such global Security or Securities.  If any
beneficial owner of an interest in a permanent global Security is
otherwise entitled to exchange such interest for Securities of
such series and of like tenor and principal amount of another
authorized form and denomination, as specified as contemplated by
Section 301 and provided that any applicable notice provided in
the permanent global Security shall have been given, then without
unnecessary delay but in any event no later than the earliest
date on which such interest may be so exchanged, the Company
shall execute, and the Trustee shall authenticate and deliver,
definitive Securities in aggregate principal amount equal to the
principal amount of such beneficial owner's interest in such
permanent global Security.  On or after the earliest date on
which such interests may be so exchanged, such permanent global
Security shall be surrendered for exchange by DTC or such other
depositary as shall be specified in the Company Order with
respect thereto to the Trustee, as the Company's agent for such
purpose; provided, however, that no such exchanges may occur
during a period beginning at the opening of business 15 days
before any selection of Securities to be redeemed and ending on
the relevant Redemption Date if the Security for which exchange
is requested may be among those selected for redemption; and
provided further that no Bearer Security delivered in exchange
for a portion of a permanent global Security shall be mailed or
otherwise delivered to any location in the United States.  If a
Registered Security is issued in exchange for any portion of a
permanent global Security after the close of business at the
office or agency where such exchange occurs on (i) any Regular
Record Date and before the opening of business at such office or
agency on the relevant Interest Payment Date, or (ii) any Special
Record Date and before the opening of business at such office or
agency on the related proposed date for payment of Defaulted
Interest, interest or Defaulted Interest, as the case may be,
will not be payable on such Interest Payment Date or proposed
date for payment, as the case may be, in respect of such
Registered Security, but will be payable on such Interest Payment
Date or proposed date for payment, as the case may be, only to
the Person to whom interest in respect of such portion or such
permanent global Security is payable in accordance with the
provisions of this Indenture.

          All Securities issued upon any registration of transfer
or exchange of Securities shall be the valid obligations of the
Company, evidencing the same debt, and entitled to the same
benefits under this Indenture, as the Securities surrendered upon
such registration of transfer or exchange.

          Every Registered Security presented or surrendered for
registration of transfer of for exchange or redemption shall (if
so required by the Company or the Security Registrar) be duly
endorsed, or be accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar,
duly executed by the Holder thereof or his attorney duly
authorized in writing.

          No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906, 1107 or 1305 not
involving any transfer.

          The Company or the Trustee, as applicable, shall not be
required (i) to issue, register the transfer of or exchange any
Security if such Security may be among those selected for
redemption during a period beginning at the opening of business
15 days before selection of the Securities to be redeemed under
Section 1103 and ending at the close of business on (A) if such
Securities are issuable only as Registered Securities, the day of
the mailing of the relevant notice of redemption and (B) if such
Securities are issuable as Bearer Securities, the day of the
first publication of the relevant notice of redemption or, if
such Securities are also issuable as Registered Securities and
there is no publication, the mailing of the relevant notice of
redemption, or (ii) to register the transfer of or exchange any
Registered Security so selected for redemption in whole or in
part, except, in the case of any Registered Security to be
redeemed in part, the portion thereof not selected for redemption
except that such a Bearer Security may be exchanged for a
Registered Security of that series and of like tenor, provided
that such Registered Security shall be simultaneously surrendered
for redemption, or (iv) to issue, register the transfer of or
exchange any Security which has been surrendered for repayment at
the option of the Holder, except that portion, if any, of such
Security which is not to be so repaid.

          SECTION 306.  Mutilated, Destroyed, Lost and Stolen
Securities.  If any mutilated Security or a Security with a
mutilated coupon appertaining to it is surrendered to the Trustee
or the Company, together with, in proper cases, such security or
indemnity as may be required by the Company or the Trustee to
save each of them or any agent of either of them harmless, the
Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same series
and principal amount, containing identical terms and provisions
and bearing a number not contemporaneously outstanding, with
coupons corresponding to the coupons, if any, appertaining to the
surrendered Security.

          If there shall be delivered to the Company and to the
Trustee (i) evidence to their satisfaction of the destruction,
loss or theft of any Security or coupon, and (ii) such security
or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of
written notice to the Company or the Trustee that such Security
or coupon has been acquired by a bona fide purchaser, the Company
shall execute and upon its request the Trustee shall authenticate
and deliver, in lieu of any such destroyed, lost or stolen
Security or in exchange for the Security to which a destroyed,
lost or stolen coupon appertains (with all appurtenant coupons
not destroyed, lost or stolen), a new Security of the same series
and principal amount, containing identical terms and provisions
and bearing a number not contemporaneously outstanding, with
coupons corresponding to the coupons, if any, appertaining to
such destroyed, lost or stolen Security or to the Security to
which such destroyed, lost or stolen coupon appertains.

          Notwithstanding the provisions of the previous two
paragraphs, in case any such mutilated, destroyed, lost or stolen
Security or coupon has become or is about to become due and
payable, the Company in its discretion may, instead of issuing a
new Security, with coupons corresponding to the coupons, if any,
appertaining to such destroyed, lost or stolen Security or to the
Security to which such destroyed, lost or stolen coupon
appertains, pay such Security or coupon; provided, however, that
payment of principal of (and premium, if any), any interest on
and any Additional Amounts with respect to, Bearer Securities
shall, except as otherwise provided in Section 1002, be payable
only at an office or agency located outside the United States
and, unless otherwise specified as contemplated by Section 301,
any interest on Bearer Securities shall be payable only upon
presentation and surrender of the coupons appertaining thereto.

          Upon the issuance of any new Security under this
Section, the Company may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses (including the fees
and expenses of the Trustee) connected therewith.

          Every new security of any series with its coupons, if
any, issued pursuant to this Section in lieu of any destroyed,
lost or stolen Security, or in exchange for a Security to which a
destroyed, lost or stolen coupon appertains, shall constitute an
original additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Security and its
coupons, if any, or the destroyed, lost or stolen coupon shall be
at any time enforceable by anyone, and shall be entitled to all
the benefits of this Indenture equally and proportionately with
any and all other Securities of that series and their coupons, if
any, duly issued hereunder.

          The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies
with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or coupons.

          SECTION 307.  Payment of Interest; Interest Rights
Preserved.  Except as otherwise specified with respect to a
series of Securities in accordance with the provisions of Section
301, interest on any Registered Security that is payable, and is
punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or
one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest at the
office or agency of the Company maintained for such purpose
pursuant to Section 1002; provided, however, that each
installment of interest on any Registered Security may at the
Holder's option be paid by (i) mailing a check for such interest,
payable to or upon the written order of the Person entitled
thereto pursuant to Section 308, to the address of such Person as
it appears on the Security Register or (ii) transfer to an
account maintained by the payee located inside the United States.

          Unless otherwise provided as contemplated by Section
301 with respect to the Securities of any series, payment of
interest may be made, in the case of a Bearer Security, by
transfer to an account maintained by the payee with a bank
located outside the United States.

          Unless otherwise provided as contemplated by Section
301, every permanent global Security will provide that interest,
if any, payable on any Interest Payment Date will be paid to DTC,
Euroclear and/or CEDEL, as the case may be, with respect to that
portion of such permanent global Security held for its account by
Cede & Co. or the Common Depositary, as the case may be, for the
purpose of permitting such party to credit the interest received
by it in respect of such permanent global Security to the
accounts of the beneficial owners thereof.

          In case a Bearer Security of any series is surrendered
in exchange for a Registered Security of such series after the
close of business (at an office or agency in a Place of Payment
for such series) on any Regular Record Date and before the
opening of business (at such office or agency) on the next
succeeding Interest Payment Date, such Bearer Security shall be
surrendered without the coupon relating to such Interest Payment
Date and interest will not be payable on such Interest Payment
Date in respect of the Registered Security issued in exchange for
such Bearer Security, but will be payable only to the Holder of
such coupon when due in accordance with the provisions of this
Indenture.

          Except as otherwise specified with respect to a series
of Securities in accordance with the provisions of Section 301,
any interest on any Registered Security of any series that is
payable, but is not punctually paid or duly provided for, on any
Interest Payment Date (herein called "Defaulted Interest") shall
forthwith cease to be payable to the registered Holder thereof on
the relevant Regular Record Date by virtue of having been such
Holder, and such Defaulted Interest may be paid by the Company,
at its election in each case, as provided in clause (1) or (2)
below:

          (1)  The Company may elect to make payment of any
     Defaulted Interest to the Persons in whose names the
     Registered Securities of such series (or their respective
     Predecessor Securities) are registered at the close of
     business on a Special Record Date for the payment of such
     Defaulted Interest, which shall be fixed in the following
     manner.  The Company shall notify the Trustee in writing of
     the amount of Defaulted Interest proposed to be paid on each
     Registered Security of such series and the date of the
     proposed payment (which shall not be less than 20 days after
     such notice is received by the Trustee), and at the same
     time the Company shall deposit with the Trustee an amount of
     money in the currency or currencies, currency unit or units
     or composite currency or currencies in which the Securities
     of such series are payable (except as otherwise specified
     pursuant to Section 301 for the Securities of such series)
     equal to the aggregate amount proposed to be paid in respect
     of such Defaulted Interest or shall make arrangements
     satisfactory to the Trustee for such deposit on or prior to
     the date of the proposed payment, such money when deposited
     to be held in trust for the benefit of the Persons entitled
     to such Defaulted Interest as in this clause provided. 
     Thereupon the Trustee shall fix a Special Record Date for
     the payment of such Defaulted Interest which shall not be
     more than 15 days and not less than 10 days prior to the
     date of the proposed payment and not less than 10 days after
     the receipt by the Trustee of the notice of the proposed
     payment.  The Trustee shall promptly notify the Company of
     such Special Record Date and, in the name and at the expense
     of the Company, shall cause notice of the proposed payment
     of such Defaulted Interest and the Special Record Date
     therefor to be mailed, first-class postage prepaid, to each
     Holder of Registered Securities of such series at his
     address as it appears in the Security Register not less than
     10 days prior to such Special Record Date.  The Trustee may,
     in its discretion, in the name and at the expense of the
     Company, cause a similar notice to be published at least
     once in an Authorized Newspaper in each Place of Payment,
     but such publications shall not be a condition precedent to
     the establishment of such Special Record Date.  Notice of
     the  proposed payment of such Defaulted Interest and the
     Special Record Date therefor having been mailed as
     aforesaid, such Defaulted Interest shall be paid to the
     Persons in whose names the Registered Securities of such
     series (or their respective Predecessor Securities) are
     registered at the close of business on such Special Record
     Date and shall no longer be payable pursuant to the
     following clause (2).  In case a Bearer Security of any
     series is surrendered for transfer or exchange at the office
     or agency in a Place of Payment for such series after the
     close of business at such office or agency on any Special
     Record Date and before the opening of business at such
     office or agency on the related proposed date for payment of
     Defaulted Interest, such Bearer Security shall be
     surrendered without the coupon relating to such proposed
     date of payment and Defaulted Interest will not be payable
     on such proposed date of payment in respect of the
     Registered Security issued in exchange for such Bearer
     Security, but will be payable only to the Holder of such
     coupon when due in accordance with the provisions of this
     Indenture.

          (2)  The Company may make payment of any Defaulted
     Interest on the Registered Securities of any series in any
     other lawful manner not inconsistent with the requirements
     of any securities exchange on which such Securities may be
     listed, and upon such notice as may be required by such
     exchange, if, after notice given by the Company to the
     Trustee of the proposed payment pursuant to this clause,
     such manner of payment shall be deemed practicable by the
     Trustee.

          Subject to the foregoing provisions of this Section and
Section 305, each Security delivered under this Indenture upon
registration of transfer of or in exchange for or in lieu of any
other Security shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Security.

          SECTION 308.  Persons Deemed Owners.  Prior to due
presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name such Registered
Security is registered as the owner of such Security for the
purpose of receiving payment of principal of (and premium, if
any), and (subject to Sections 305 and 307) interest on, such
Registered Security and for all other purposes whatsoever,
whether or not such Registered Security is overdue, and neither
the Company, the Trustee nor any agent of the Company or the
Trustee shall be affected by notice to the contrary.

          Title to any Bearer Security and any coupons
appertaining thereto shall pass by delivery.  The Company, the
Trustee and any agent of the Company or the Trustee may treat the
Holder of any Bearer Security and the Holder of any coupon as the
absolute owner of such Security or coupon for the purpose of
receiving payment thereof or on account thereof and for all other
purposes whatsoever, whether or not such Security or coupon is
overdue, and neither the Company, the Trustee nor any agent of
the Company or the Trustee shall be affected by notice to the
contrary.

          None of the Company, the Trustee, any Paying Agent or
the Security Registrar will have any responsibility or liability
for any aspect of the records relating to or payments made on
account of beneficial ownership interests of a Security in global
form or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.

          Notwithstanding the foregoing, with respect to any
global Security, nothing herein shall prevent the Company, the
Trustee, or any agent of the Company or the Trustee, from giving
effect to any written certification, proxy or other authorization
furnished by any depositary, as a Holder, with respect to such
global Security or impair, as between such depositary and owners
of beneficial interests in such global Security, the operation of
customary practices governing the exercise of the rights of such
depositary (or its nominee) as Holder of such global Security.

          SECTION 309.  Cancellation.  All Securities and coupons
surrendered for payment, redemption, repayment at the option of
the Holder, registration of transfer or exchange for credit
against any sinking fund payment shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee, and
any such Securities and coupons and Securities and coupons
surrendered directly to the Trustee for any such purpose shall be
promptly cancelled by it.  The Company may at any time deliver to
the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and may deliver to the Trustee
(or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder
which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee.  If the
Company shall so acquire any of the Securities, however, such
acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Securities unless and until
the same are surrendered to the Trustee for cancellation.  No
Securities shall be authenticated in lieu of or in exchange for
any Securities cancelled as provided in this Section, except as
expressly permitted by this Indenture.  Cancelled Securities and
coupons held by the Trustee shall be destroyed by the Trustee and
the Trustee shall deliver a certificate of such destruction to
the Company, unless by a Company Order the Company directs their
return to it.

          SECTION 310.  Computation of Interest.  Except as
otherwise specified as contemplated by Section 301 with respect
to Securities of any series, interest on the Securities of each
series shall be computed on the basis of a 360-day year
consisting of twelve 30-day months.


                          ARTICLE FOUR

                   SATISFACTION AND DISCHARGE

          SECTION 401.  Satisfaction and Discharge of Indenture. 
This Indenture shall upon Company Request cease to be of further
effect with respect to any series of Securities specified in such
Company Request (except as to any surviving rights of
registration of transfer or exchange of Securities of such series
herein expressly provided for and any right to receive Additional
Amounts, as provided in Section 1007), and the Trustee, upon
receipt of a Company Order, and at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture as to such series when

          (1)  either

               (A)  all Securities of such series theretofore
          authenticated and delivered and all coupons, if any,
          appertaining thereto (other than (i) coupons
          appertaining to Bearer Securities surrendered for
          exchange for Registered Securities and maturing after
          such exchange, whose surrender is not required or has
          been waived as provided in Section 305, (ii) Securities
          and coupons of such series which have been destroyed,
          lost or stolen and which have been replaced or paid as
          provided in Section 306, (iii) coupons appertaining to
          Securities called for redemption and maturing after the
          relevant Redemption Date, whose surrender has been
          waived as provided in Section 1106, and (iv) Securities
          and coupons of such series for whose payment money has
          theretofore been deposited in trust or segregated and
          held in trust by the Company and thereafter repaid to
          the Company or discharged from such trust, as provided
          in Section 1003) have been delivered to the Trustee for
          cancellation; or

               (B)  all Securities of such series and, in the
          case of (i) or (ii) below, any coupons appertaining
          thereto, not theretofore delivered to the Trustee for
          cancellation

                    (i)  have become due and payable, or

                    (ii) will become due and payable at their
               Stated Maturity within one year, or

                    (iii) if redeemable at the option of the
                    Company, are to be called for redemption
                    within one year under arrangements
                    satisfactory to the Trustee for the giving of
                    notice of redemption by the Trustee in the
                    name, and at the expense, of the Company,

          and the Company, in the case of (i), (ii) or (iii)
          above, has irrevocably deposited or caused to be
          deposited with the Trustee as funds in trust for such
          purpose an amount in the currency or currencies,
          currency unit or units or composite currency or
          currencies in which the Securities of such series are
          payable, sufficient to pay and discharge the entire
          indebtedness on such Securities and such coupons not
          theretofore delivered to the Trustee for cancellation,
          for principal (and premium, if any) and interest, and
          any Additional Amounts with respect thereto, to the
          date of such deposit (in the case of Securities which
          have become due and payable) or to the Stated Maturity
          or Redemption Date, as the case may be;

          (2)  the Company has paid or caused to be paid all
     other sums payable hereunder by the Company; and

          (3)  the Company has delivered to the Trustee an
     Officers' Certificate and an Opinion of Counsel, each
     stating that all conditions precedent herein provided for
     relating to the satisfaction and discharge of this Indenture
     as to such series have been complied with.

The obligations of the Company to the Trustee and any predecessor
Trustee under Section 606, the obligations of the Company to any
Authenticating Agent under Section 611 and, if money shall have
been deposited with and held by the Trustee pursuant to subclause
(B) of clause (1) of this Section, the obligations of the Trustee
under Section 402 and the last paragraph of Section 1003 shall
survive the satisfaction and discharge of this Indenture.

          SECTION 402.  Application of Trust Funds.  Subject to
the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held
in trust and applied by it, in accordance with the provisions of
the Securities, the coupons and this Indenture, to the payment,
either directly or through any Paying Agent (including the
Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and
premium, if any), and any interest and Additional Amounts for
whose payment such money has been deposited with or received by
the Trustee, but such money need not be segregated from other
funds except to the extent required by law.


                          ARTICLE FIVE

                            REMEDIES

          SECTION 501.  Events of Default.  "Event of Default",
wherever used herein with respect to any particular series of
Securities, means any one of the following events (whatever the
reason for such Event of Default and whether or not it shall be
voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any
order, rule or regulation of any administrative or governmental
body):

          (1)  default in the payment of any interest upon or any
     Additional Amounts payable in respect of any Security of
     that series or of any coupon appertaining thereto, when such
     interest, Additional Amounts or coupon becomes due and
     payable, and continuance of such default for a period of 30
     days; or

          (2)  default in the payment of the principal of (or
     premium, if any, on) any Security of that series when it
     becomes due and payable at its Maturity; or

          (3)  default in the deposit of any sinking fund
     payment, when and as due by the terms of any Security of
     that series; or

          (4)  default in the performance of, or breach of, any
     covenant or warranty of the Company in this Indenture with
     respect to any Security of that series (other than a
     covenant or warranty a default in whose performance or whose
     breach is elsewhere in this Section specifically dealt
     with), and continuance of such default or breach for a
     period of 60 days after there has been given, by registered
     or certified mail, to the Company by the Trustee or to the
     Company and the Trustee by the Holders of at least a
     majority in principal amount of the Outstanding Securities
     of that series a written notice specifying such default or
     breach and requiring it to be remedied and stating that such
     notice is a "Notice of Default" hereunder; or

          (5)  a default under any bond, debenture, note or other
     evidence of indebtedness of the Company, or under any
     mortgage, indenture or other instrument of the Company
     (including a default with respect to Securities of any
     series other than that series) under which there may be
     issued or by which there may be secured any indebtedness of
     the Company (or by any Subsidiary, the repayment of which
     the Company has guaranteed or for which the Company is
     directly responsible or liable as obligor or guarantor),
     whether such indebtedness now exists or shall hereafter be
     created, which default shall constitute a failure to pay an
     aggregate principal amount exceeding $10,000,000 of such
     indebtedness when due and payable after the expiration of
     any applicable grace period with respect thereto and shall
     have resulted in such indebtedness in an aggregate principal
     amount exceeding $10,000,000 becoming or being declared due
     and payable prior to the date on which it would otherwise
     have become due and payable, without such indebtedness
     having been discharged, or such acceleration having been
     rescinded or annulled, within a period of 10 days after
     there shall have been given, by registered or certified
     mail, to the Company by the Trustee or to the Company and
     the Trustee by the Holders of at least a majority in
     principal amount of the Outstanding Securities of that
     series a written notice specifying such default and
     requiring the Company to cause such indebtedness to be
     discharged or cause such acceleration to be rescinded or
     annulled and stating that such notice is a "Notice of
     Default" hereunder; or

          (6)  the Company or any Significant Subsidiary pursuant
     to or within the meaning of any Bankruptcy Law:

               (A)  commences a voluntary case,

               (B)  consents to the entry of an order for relief
          against it in an involuntary case,

               (C)  consents to the appointment of a Custodian of
          it for all or substantially all of its property, or

               (D)  makes a general assignment for the benefit of
          its creditors; or

          (7)  a court of competent jurisdiction enters an order
     or decree under any Bankruptcy Law that:

               (A)  is for relief against the Company or any
          Significant Subsidiary in an involuntary case,

               (B)  appoints a Custodian of the Company or any
          Significant Subsidiary or for all or substantially all
          of either of its property, or

               (C)  orders the liquidation of the Company or any
          Significant Subsidiary,

     and the order or decree remains unstayed and in effect for
     90 days; or

          (8)  the acquisition by any Person (including
     Affiliates of such Person) of 20% or more of the issued and
     outstanding common shares of beneficial interest, $.01 per
     share, of the Company, unless the Company's Board of
     Trustees shall have first approved of such acquisition.

          (9)  any other Event of Default provided with respect
     to Securities of that series.

As used in this Section 501, the term "Bankruptcy Law" means
Title 11, U.S. Code or any similar Federal or State law for the
relief of debtors and the term "Custodian" means any receiver,
trustee, assignee, liquidator or other similar official under any
Bankruptcy Law.

          SECTION 502.  Acceleration of Maturity; Rescission and
Annulment.  If an Event of Default with respect to Securities of
any series at the time Outstanding occurs and is continuing, then
and in every such case the Trustee or the Holders of not less
than a majority in principal amount of the Outstanding Securities
of that series may declare the principal (or, if any Securities
are Original Issue Discount Securities or Indexed Securities,
such portion of the principal as may be specified in the terms
thereof) of all the Securities of that series to be due and
payable immediately, by a notice in writing to the Company (and
to the Trustee if given by the Holders), and upon any such
declaration such principal or specified portion thereof shall
become immediately due and payable.

          At any time after such a declaration of acceleration
with respect to Securities of any series has been made and before
a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter in this Article provided,
the Holders of a majority in principal amount of the Outstanding
Securities of that series, by written notice to the Company and
the Trustee, may rescind and annul such declaration and its
consequences if:

          (1)  the Company has paid or deposited with the Trustee
     a sum sufficient to pay in the currency, currency unit or
     composite currency in which the Securities of such series
     are payable (except as otherwise specified pursuant to
     Section 301 for the Securities of such series):

               (A)  all overdue installments of interest on and
          any Additional Amounts payable in respect of all
          Outstanding Securities of that series and any related
          coupons,

               (B)  the principal of (and premium, if any, on)
          any Outstanding Securities of that series which have
          become due otherwise than by such declaration of
          acceleration and interest thereon at the rate or rates
          borne by or provided for in such securities,

               (C)  to the extent that payment of such interest
          is lawful, interest upon overdue installments of
          interest and any Additional Amounts at the rate or
          rates borne by or provided for in such Securities, and

               (D)  all sums paid or advanced by the Trustee
          hereunder and the reasonable compensation, expenses,
          disbursements and advances of the Trustee, its agents
          and counsel; and

          (2)  all Events of Default with respect to Securities
     of that series, other than the nonpayment of the principal
     of (or premium, if any) or interest on Securities of that
     series which have become due solely by such declaration of
     acceleration, have been cured or waived as provided in
     Section 513.

No such rescission shall affect any subsequent default or impair
any right consequent thereon.

          SECTION 503.  Collection of Indebtedness and Suits for
Enforcement by Trustee.  The Company covenants that if:

          (1)  default is made in the payment of any installments
     of interest or Additional Amounts, if any, on any Securities
     of any series and any related coupon when such interest or
     Additional Amount becomes due and payable and such default
     continues for a period of 30 days, or

          (2)  default is made in the payment of the principal of
     (or premium, if any, on) any Security of any series at its
     Maturity,

then the Company will, upon demand of the Trustee, pay to the
Trustee, for the benefit of the Holders of such Securities of
such series and coupons, the whole amount then due and payable on
such Securities and coupons for principal (and premium, if any)
and interest and Additional Amounts thereon, with interest upon
any overdue principal (and premium, if any) and, to the extent
that payment of such interest shall be legally enforceable, upon
any overdue installments of interest or Additional Amounts
thereon, if any, at the rate or rates borne by or provided for in
such Securities, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and
counsel.

          If the Company fails to pay such amounts forthwith upon
such demand, the Trustee, in its own name and as trustee of an
express trust, may institute a judicial proceeding for the
collection of the sums so due and unpaid, and may prosecute such
proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities of
such series and collect the moneys adjudged or decreed to be
payable in the manner provided by law out of the property of the
Company or any other obligor upon such Securities of such series,
wherever situated.

          If an Event of Default with respect to Securities of
any series occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the
rights of the Holders of Securities of such series and any
related coupons by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any such
rights, whether for the specific enforcement of any covenant or
agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

          SECTION 504.  Trustee May File Proofs of Claim.  In
case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to the Company
or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee
(irrespective of whether the principal of the Securities of any
series shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee
shall have made any demand on the Company for the payment of
overdue principal of, premium, if any, or interest on the
Securities) shall be entitled and empowered, by intervention in
such proceeding or otherwise:

          (i)  to file and prove a claim for the whole amount, or
     such lesser amount as may be provided for in the Securities
     of such series, of principal (and premium, if any) and
     interest and Additional Amount, if any, owing and unpaid in
     respect of the Securities and to file such other papers or
     documents as may be necessary or advisable in order to have
     the claims of the Trustee (including any claim for the
     reasonable compensation, expenses, disbursements and
     advances of the Trustee, its agents and counsel) and of the
     Holders allowed in such judicial proceeding, and

          (ii) to collect and receive any moneys or other
     property payable or deliverable on any such claims and to
     distribute the same;

and any custodian, receiver, assignee, trustee, liquidator,
sequestrator (or other similar official) in any such judicial
proceeding is hereby authorized by each Holder of Securities of
such series and coupons to make such payments to the Trustee, and
in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee and any predecessor
Trustee, their agents and counsel, and any other amounts due the
Trustee or any predecessor Trustee under Section 606.

          Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder or Security or coupon any plan of
reorganization, arrangement, adjustment or composition affecting
the Securities or coupons or the rights of any Holder thereof, or
to authorize the Trustee to vote in respect of the claim of any
Holder of a Security or coupon in any such proceeding.

          SECTION 505.  Trustee May Enforce Claims Without
Possession of Securities or Coupons.  All rights of action and
claims under this Indenture or any of the Securities or coupons
may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or coupons or the production
thereof in any proceeding relating thereto, and any such
proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment
shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, be for the ratable benefit of
the Holders of Securities and coupons in respect of which such
judgment has been recovered.

          SECTION 506.  Application of Money Collected.  Any
money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account
of principal (or premium, if any) or interest and any Additional
Amounts, upon presentation of the Securities or coupons, or both,
as the case may be, and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

          FIRST:  To the payment of all amounts due to the
     Trustee and any predecessor Trustee under Section 606;

          SECOND:  To the payment of the amounts then due and
     unpaid upon the Securities and coupons for principal (and
     premium, if any) and interest and any Additional Amounts
     payable, in respect of which or for the benefit of which
     such money has been collected, ratably, without preference
     or priority of any kind, according to the aggregate amounts
     due and payable on such Securities and coupons for principal
     (and premium, if any), interest and Additional Amounts,
     respectively; and

          THIRD:  To the payment of the remainder, if any, to the
     Company.

          SECTION 507.  Limitation on Suits.  No Holder of any
Security of any series or any related coupon shall have any right
to institute any proceeding, judicial or otherwise, with respect
to this Indenture, or for the appointment of a receiver or
trustee, or for any other remedy hereunder, unless:

          (1)  such Holder has previously given written notice to
     the Trustee of a continuing Event of Default with respect to
     the Securities of that series;

          (2)  the Holders of not less than a majority in
     principal amount of the Outstanding Securities of that
     series shall have made written request to the Trustee to
     institute proceedings in respect of such Event of Default in
     its own name as Trustee hereunder;

          (3)  such Holder or Holders have offered to the Trustee
     reasonable indemnity against the costs, expenses and
     liabilities to be incurred in compliance with such request;

          (4)  the Trustee for 60 days after its receipt of such
     notice, request and offer of indemnity has failed to
     institute any such proceeding; and

          (5)  no direction inconsistent with such written
     request has been given to the Trustee during such 60-day
     period by the Holders of a majority in principal amount of
     the Outstanding Securities of that series;

it being understood and intended that no one or more of such
Holders shall have any right in any manner whatever by virtue of,
or by availing of, any provision of this Indenture to affect,
disturb or prejudice the rights of any other of such Holders, or
to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal
and ratable benefit of all such Holders.

          SECTION 508.  Unconditional Right of Holders to Receive
Principal, Premium, if any, Interest and Additional Amounts. 
Notwithstanding any other provision in this Indenture, the Holder
of any Security or coupon shall have the right which is absolute
and unconditional to receive payment of the principal of (and
premium, if any) and (subject to Sections 305 and 307) interest
on, and any Additional Amounts in respect of, such Security or
payment of such coupon on the respective due dates expressed in
such Security or coupon (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any
such payment, and such rights shall not be impaired without the
consent of such Holder.

          SECTION 509.  Restoration of Rights and Remedies.  If
the Trustee or any Holder of a Security or coupon has instituted
any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned
for any reason, or has been determined adversely to the Trustee
or to such Holder, then and in every such case the Company, the
Trustee and the Holders of Securities and coupons shall, subject
to any determination in such proceeding, be restored severally
and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.

          SECTION 510.  Rights and Remedies Cumulative.  Except
as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities or coupons in
the last paragraph of Section 306, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders of
Securities or coupons is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise.  The assertion or employment of
any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate
right or remedy.

          SECTION 511.  Delay or Omission Not Waiver.  No delay
or omission of the Trustee or of any Holder of any Security or
coupon to exercise any right or remedy accruing upon any Event of
Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein. 
Every right and remedy given by this Article or by law to the
Trustee or to the Holders may be exercised from time to time, and
as often as may be deemed expedient, by the Trustee or by the
Holders of Securities or coupons, as the case may be.

          SECTION 512.  Control by Holders of Securities.  The
Holders of not less than a majority in principal amount of the
Outstanding Securities of any series shall have the right to
direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust
or power conferred on the Trustee with respect to the Securities
of such series, provided that

          (1)  such direction shall not be in conflict with any
     rule of law or with this Indenture,

          (2)  the Trustee may take any other action deemed
     proper by the Trustee which is not inconsistent with such
     direction, and

          (3)  the Trustee need not take any action which might
     expose it to personal liability or be unduly prejudicial to
     the Holders of Securities of such series not joining
     therein.

          SECTION 513.  Waiver of Past Defaults.  The Holders of
not less than a majority in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all the
Securities of such series and any related coupons waive any past
default hereunder with respect to such series and its
consequences, except a default

          (1)  in the payment of the principal of (or premium, if
     any) or interest on or Additional Amounts payable in respect
     of any Security of such series or any related coupons, or

          (2)  in respect of a covenant or provision hereof which
     under Article Nine cannot be modified or amended without the
     consent of the Holder of each Outstanding Security of such
     series affected.

     Upon any such waiver, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have
been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other default or Event
of Default or impair any right consequent thereon.

          SECTION 514.  Waiver of Usury, Stay or Extension Laws. 
The Company covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any
usury, stay or extension law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law, and covenants that it will not
hinder, delay or impede the execution of any power herein granted
to the Trustee, but will suffer and permit the execution of every
such power as though no such law had been enacted.

          SECTION 515.  Undertaking for Costs.  All parties to
this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of
any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to
pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit having
due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section
shall not apply to any suit instituted by the Trustee, to any
suit instituted by any Holder, or group of Holders, holding in
the aggregate more than a majority in principal amount of the
Outstanding Securities, or to any suit instituted by any Holder
for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Security on or after the
respective Stated Maturities expressed in such Security (or, in
the case of redemption, on or after the Redemption Date).


                           ARTICLE SIX

                           THE TRUSTEE

          SECTION 601.  Notice of Defaults.  Within 90 days after
the occurrence of any default hereunder with respect to the
Securities of any series, the Trustee shall transmit in the
manner and to the extent provided in TIA Section 313(c), notice
of such default hereunder known to the Trustee, unless such
default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal
of (or premium, if any) or interest on or any Additional Amounts
or sinking fund installment with respect to the Securities of
such series, the Trustee shall be protected in withholding such
notice if and so long as Responsible Officers of the Trustee in
good faith determine that the withholding of such notice is in
the interest of the Holders of the Securities and coupons of such
series; and provided further that in the case of any default or
breach of the character specified in Section 501(4) with respect
to the Securities and coupons of such series, no such notice to
Holders shall be given until at least 60 days after the
occurrence thereof.  For the purpose of this Section, the term
"default" means any event which is, or after notice or lapse of
time or both would become, an Event of Default with respect to
the Securities of such series.

          SECTION 602.  Certain Rights of Trustee.  Subject to
the provisions of TIA Section 315(a) through 315(d):

          (1)  the Trustee may rely and shall be protected in
     acting or refraining from acting upon any resolution,
     certificate, statement, instrument, opinion, report, notice,
     request, direction, consent, order, bond, debenture, note,
     coupon or other paper or document believed by it to be
     genuine and to have been signed or presented by the proper
     party or parties;

          (2)  any request or direction of the Company mentioned
     herein shall be sufficiently evidenced by a Company Request
     or Company Order (other than delivery of any Security,
     together with any coupons appertaining thereto, to the
     Trustee for authentication and delivery pursuant to Section
     303 which shall be sufficiently evidenced as provided
     therein) and any resolution of the Board of Directors may be
     sufficiently evidenced by a Board Resolution;

          (3)  whenever in the administration of this Indenture
     the Trustee shall deem it desirable that a matter be proved
     or established prior to taking, suffering or omitting to
     take any action hereunder, the Trustee (unless other
     evidence be herein specifically prescribed) may, in the
     absence of bad faith on its part, rely upon an Officers'
     Certificate;

          (4)  the Trustee may consult with counsel and the
     advice of such counsel or any Opinion of Counsel shall be
     full and complete authorization and protection in respect of
     any action taken, suffered or omitted by it hereunder in
     good faith and in reliance thereon;

          (5)  the Trustee shall be under no obligation to
     exercise any of the rights or powers vested in it by this
     Indenture at the request or direction of any of the Holders
     of Securities of any series or any related coupons pursuant
     to this Indenture, unless such Holders shall have offered to
     the Trustee reasonable security or indemnity against the
     costs, expenses and liabilities which might be incurred by
     it in compliance with such request or direction;

          (6)  the Trustee shall not be bound to make any
     investigation into the facts or matters stated in any
     resolution, certificate, statement, instrument, opinion,
     report, notice, request, direction, consent, order, bond,
     debenture, note, coupon or other paper or document, but the
     Trustee, in its discretion, may make such further inquiry or
     investigation into such facts or matters as it may see fit,
     and, if the Trustee shall determine to make such further
     inquiry or investigation, it shall be entitled to examine
     the books, records and premises of the Company, personally
     or by agent or attorney;

          (7)  the Trustee may execute any of the trusts or
     powers hereunder or perform any duties hereunder either
     directly or by or through agents or attorneys and the
     Trustee shall not be responsible for any misconduct or
     negligence on the part of any agent or attorney appointed
     with due care by it hereunder; and

          (8)  the Trustee shall not be liable for any action
     taken, suffered or omitted by it in good faith and
     reasonably believed by it to be authorized or within the
     discretion or rights or powers conferred upon it by this
     Indenture.

          The Trustee shall not be required to expend or risk its
own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of
any of its rights or powers.

          SECTION 603.  Not Responsible for Recitals or Issuance
of Securities.  The recitals contained herein and in the
Securities, except the Trustee's certificate of authentication,
and in any coupons shall be taken as the statements of the
Company, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness.  The Trustee
makes no representations as to the validity or sufficiency of
this Indenture or of the Securities or coupons, except that the
Trustee represents that it is duly authorized to execute and
deliver this Indenture, authenticate the Securities and perform
its obligations hereunder.  Neither the Trustee nor the
Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.

          SECTION 604.  May Hold Securities.  The Trustee, any
Paying Agent, Security Registrar, Authenticating Agent or any
other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and
coupons and, subject to TIA Sections 310(b) and 311, may
otherwise deal with the Company with the same rights it would
have if it were not Trustee, Paying Agent, Security Registrar,
Authenticating Agent or such other agent.

          SECTION 605.  Money Held in Trust.  Money held by the
Trustee in trust hereunder need not be segregated from other
funds except to the extent required by law.  The Trustee shall be
under no liability for interest on any money received by it
hereunder except as otherwise agreed with the Company.

          SECTION 606.  Compensation and Reimbursement.  The
Company agrees:

          (1)  to pay to the Trustee from time to time reasonable
     compensation for all services rendered by it hereunder
     (which compensation shall not be limited by any provision of
     law in regard to the compensation of a trustee of an express
     trust);

          (2)  except as otherwise expressly provided herein, to
     reimburse each of the Trustee and any predecessor Trustee
     upon its request for all reasonable expenses, disbursements
     and advances incurred or made by the Trustee in accordance
     with any provision of this Indenture (including the
     reasonable compensation and the expenses and disbursements
     of its agents and counsel), except any such expense,
     disbursement or advance as may be attributable to its
     negligence or bad faith; and

          (3)  to indemnify each of the Trustee and any
     predecessor Trustee for, and to hold it harmless against,
     any loss, liability or expense incurred without negligence
     or bad faith on its own part, arising out of or in
     connection with the acceptance or administration of the
     trust or trusts hereunder, including the costs and expenses
     of defending itself against any claim or liability in
     connection with the exercise or performance of any of its
     powers or duties hereunder.

          When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 505(5)
or Section 501(6), the expenses (including the reasonable charges
and expenses of its counsel) and the compensation for the
services are intended to constitute expenses of administration
under any applicable Federal or state bankruptcy, insolvency or
other similar law.

          As security for the performance of the obligations of
the Company under this Section, the Trustee shall have a lien
prior to the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for
the payment of principal of (or premium, if any) or interest on
particular Securities or coupons.

          The provisions of this Section shall survive the
termination of this Indenture.

          SECTION 607.  Corporate Trustee Required; Eligibility;
Conflicting Interests.  There shall at all times be a Trustee
hereunder which shall be eligible to act as Trustee under TIA
Section 310(a)(1) and shall have a combined capital and surplus
of at least $50,000,000.  If such corporation publishes reports
of condition at least annually, pursuant to law or the
requirements of Federal, state, Territorial or District of
Columbia supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of
such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so
published.  If at any time the Trustee shall cease to be eligible
in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect hereinafter
specified in this Article.

          SECTION 608.  Resignation and Removal; Appointment of
Successor.  (a)  No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the
successor Trustee in accordance with the applicable requirements
of Section 609.

          (b)  The Trustee may resign at any time with respect to
the Securities of one or more series by giving written notice
thereof to the Company.  If an instrument of acceptance by a
successor Trustee shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation,
the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

          (c)  The Trustee may be removed at any time with
respect to the Securities of any series by Act of the Holders of
a majority in principal amount of the Outstanding Securities of
such series delivered to the Trustee and to the Company.

          (d)   If at any time:

          (1)  the Trustee shall fail to comply with the
     provisions of TIA Section 310(b) after written request
     therefor by the Company or by any Holder of a Security who
     has been a bona fide Holder of a Security for at least six
     months, or

          (2)  the Trustee shall cease to be eligible under
     Section 607(a) and shall fail to resign after written
     request therefor by the Company or by any Holder of a
     Security who has been a bona fide Holder of a Security for
     at least six months, or

          (3)  the Trustee shall become incapable of acting or
     shall be adjudged a bankrupt or insolvent or a receiver of
     the Trustee or of its property shall be appointed or any
     public officer shall take charge or control of the Trustee
     or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company by or pursuant to a Board
Resolution may remove the Trustee and appoint a successor Trustee
with respect to all Securities, or (ii) subject to TIA Section
315(e), any Holder of a Security who has been a bona fide Holder
of a Security for at least six months may, on behalf of himself
and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee with
respect to all Securities and the appointment of a successor
Trustee or Trustees.

          (e)  If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of
Trustee for any reason with respect to the Securities of one or
more series, the Company, by or pursuant to a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being
understood that any such successor Trustee may be appointed with
respect to the Securities of one or more or all of such series
and that at any time there shall be only one Trustee with respect
to the Securities of any particular series).  If, within one year
after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to
the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding
Securities of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment, become the
successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by
the Company.  If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the
Company or the Holders of Securities and accepted appointment in
the manner hereinafter provided any Holder of a Security who has
been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to Securities of
such series.

          (f)  The Company shall give notice of each resignation
and each removal of the Trustee with respect to the Securities of
any series and each appointment of a successor Trustee with
respect to the Securities of any series in the manner provided
for notices to the Holders of Securities in Section 106.  Each
notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its
Corporate Trust Office.

          SECTION 609.  Acceptance of Appointment by Successor.
(a) In case of the appointment hereunder of a successor Trustee
with respect to all Securities, every such successor Trustee
shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but,
upon request of the Company or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all
the rights, powers and trusts of the retiring Trustee, and shall
duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder,
subject nevertheless to its claim, if any, provided for in
Section 606.

          (b)  In case of the appointment hereunder of a
successor Trustee with respect to the Securities of one or more
(but not all) series, the Company, the retiring Trustee and each
successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental
hereto, pursuant to Article Nine hereof, wherein each successor
Trustee shall accept such appointment and which (1) shall contain
such provisions as shall be necessary or desirable to transfer
and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the
retiring Trustee is not retiring with respect to all Securities,
shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of
that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee,
it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or
trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee; and upon the
execution and delivery of such supplemental indenture the
resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of
the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee
relates; but, on request of the Company or any successor Trustee,
such retiring Trustee shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such
retiring Trustee hereunder with respect to the Securities of that
or those series to which the appointment of such successor
Trustee relates.

          (c)  Upon request of any such successor Trustee, the
Company shall execute any and all instruments for more fully and
certainly vesting in, and confirming to such successor Trustee
all such rights, powers and trusts referred to in paragraph (a)
or (b) of this Section, as the case may be.

          (d)  No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee
shall be qualified and eligible under this Article.

          SECTION 610.  Merger, Conversion, Consolidation or
Succession to Business.  Any corporation into which the Trustee
may be merged or converted or with which it may be consolidated,
or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor
of the Trustee hereunder, provided such corporation shall be
otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part
of any of the parties hereto.  In case any Securities or coupons
shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities or coupons so
authenticated with the same effect as if such successor Trustee
had itself authenticated such Securities or coupons.  In case any
Securities or coupons shall not have been authenticated by such
predecessor Trustee, any such successor Trustee may authenticate
and deliver such Securities or coupons, in either its own name or
that of its predecessor Trustee, with the full force and effect
which this Indenture provides for the certificate of
authentication of the Trustee.

          SECTION 611.  Appointment of Authentication Agent.  At
any time when any of the Securities remain Outstanding, the
Trustee may appoint an Authenticating Agent or Agents with
respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon exchange, registration of
transfer or partial redemption or repayment thereof, and
Securities so authenticated shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes
as if authenticated by the Trustee hereunder.  Any such
appointment shall be evidenced by an instrument in writing signed
by a Responsible Officer of the Trustee, a copy of which
instrument shall be promptly furnished to the Company.  Wherever
reference is made in this Indenture to the authentication and
delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by
an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. 
Each Authenticating Agent shall be acceptable to the Company and,
except as may otherwise be provided pursuant to Section 301,
shall at all times be a bank or trust company or corporation
organized and doing business and in good standing under the laws
of the United States of America or of any State or the District
of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by federal
or state authorities.  If such Authenticating Agent publishes
reports of condition at least annually, pursuant to law or the
requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section, the combined capital and
surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent
report of condition so published.  In case at any time an
Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, such Authenticating Agent
shall resign immediately in the manner and with the effect
specified in this Section.

          Any corporation into which an Authenticating Agent may
be merged or converted or with which it may be consolidated, or
any corporation resulting from any merger, conversion or
consolidation to which such Authenticating Agent shall be a
party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such corporation
shall be otherwise eligible under this Section, without the
execution or filing of any paper or further act on the part of
the Trustee or the Authenticating Agent.

          An Authenticating Agent for any series of Securities
may at any tine resign by giving written notice of resignation to
the Trustee for such series and to the Company.  The Trustee for
any series of Securities may at any time terminate the agency of
an Authenticating Agent by giving written notice of termination
to such Authenticating Agent and to the Company.  Upon receiving
such a notice of resignation or upon such a termination, or in
case at any time such Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, the
Trustee for such series may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities of the
series with respect to which such Authenticating Agent will serve
in the manner set forth in Section 106.  Any successor
Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as
an Authenticating Agent herein.  No successor Authenticating
Agent shall be appointed unless eligible under the provisions of
this Section.

          The Company agrees to pay to each Authenticating Agent
from time to time reasonable compensation including reimbursement
of its reasonable expenses for its services under this Section.

          If an appointment with respect to one or more series is
made pursuant to this Section, the Securities of such series may
have endorsed thereon, in addition to or in lieu of the Trustee's
certificate of authentication, an alternate certificate of
authentication substantially in the following form:

                    This is one of the Securities of
          the series designated therein referred to in
          the within-mentioned Indenture.

               SHAWMUT BANK, N.A.,
                 as Trustee


               By:_______________________________
                  as Authenticating Agent


               By:_______________________________
                  Authorized Officer


                          ARTICLE SEVEN

        HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

          SECTION 701.  Disclosure of Names and Addresses of
Holders.  Every Holder of Securities or coupons, by receiving and
holding the same, agrees with the Company and the Trustee that
neither the Company nor the Trustee nor any Authenticating Agent
nor any Paying Agent nor any Security Registrar shall be held
accountable by reason of the disclosure of any information as to
the names and addresses of the Holders of Securities in
accordance with TIA Section 312, regardless of the source from
which such information was derived, and that the Trustee shall
not be held accountable by reason of mailing any material
pursuant to a request made under TIA Section 312(b).

          SECTION 702.  Reports by Trustee.  Within 60 days after
____________, 1 of each year commencing with the first _________,
1 after the first issuance of Securities pursuant to this
Indenture, the Trustee shall transmit by mail to all Holders of
Securities as provided in TIA Section 313(c) a brief report dated
as of such _________, 1 if required by TIA Section 313(a).

          SECTION 703.  Reports by Company.  The Company will:

          (1)  file with the Trustee, within 15 days after the
     Company is required to file the same with the Commission,
     copies of the annual reports and of the information
     documents and other reports (or copies of such portions of
     any of the foregoing as the Commission may from time to time
     by rules and regulations prescribe) which the Company may be
     required to file with the Commission pursuant to Section 13
     or Section 15(d) of the Securities Exchange Act of 1934; or,
     if the Company is not required to file information,
     documents or reports pursuant to either of such Sections,
     then it will file with the Trustee and the Commission, in
     accordance with rules and regulations prescribed from time
     to time by the Commission, such of the supplementary and
     periodic information, documents and reports which may be
     required pursuant to Section 13 of the Securities Exchange
     Act of 1934 in respect of a security listed and registered
     on a national securities exchange as may be prescribed from
     time to time in such rules and regulations;

          (2)  file with the Trustee and the Commission, in
     accordance with rules and regulations prescribed from time
     to time by the Commission, such additional information,
     documents and reports with respect to compliance by the
     Company with the conditions and covenants of this Indenture
     as may be required from time to time by such rules and
     regulations; and

          (3)  transmit by mail to the Holders of Securities,
     within 30 days after the filing thereof with the Trustee, in
     the manner and to the extent provided in TIA Section 313(c),
     such summaries of any information, documents and reports
     required to be filed by the Company pursuant to paragraphs
     (1) and (2) of this section as may be required by rules and
     regulations prescribed from time to time by the Commission.

          SECTION 704.  Company to Furnish to Trustee Names and
Addresses of Holders.  The Company will furnish or cause to be
furnished to the Trustee:

          (a)  semi-annually, not later than 25 days after the
Regular Record Date for interest for each series of Securities, a
list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders of Registered Securities of
such series as of such Regular Record Date, or if there is no
Regular Record Date for interest for such series of Securities,
semiannually, upon such dates as are set forth in the Board
Resolution or indenture supplemental hereto authorizing such
series, and

          (b)  at such other times as the Trustee may request in
writing, within 30 days after the receipt by the Company of any
such request, a list of similar form and content as of a date not
more than 15 days prior to the time such list is furnished,

provided, however, that, so long as the Trustee is the Security
Registrar, no such list shall be required to be furnished.

                          ARTICLE EIGHT

        CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

          SECTION 801.  Consolidations and Mergers of Company and
Sales, Leases and Conveyance Permitted Subject to Certain
Conditions.  The Company may consolidate with, or sell, lease or
convey all or substantially all of its assets to, or merge with
or into any other corporation, provided that in any such case,
(i) either the Company shall be the continuing corporation, or
the successor corporation shall be a corporation organized and
existing under the laws of the United States or a State thereof
and such successor corporation shall expressly assume the due and
punctual payment of the principal of (and premium, if any) and
any interest (including all Additional Amounts, if any, payable
pursuant to Section 1022) on all of the Securities, according to
their tenor, and the due and punctual performance and observance
of all of the covenants and conditions of this Indenture to be
performed by the Company by supplemental indenture, complying
with Article Nine hereof, satisfactory to the Trustee, executed
and delivered to the Trustee by such corporation and (ii)
immediately after giving effect to such transaction and treating
any indebtedness which becomes an obligation of the Company or
any Subsidiary as a result thereof as having been incurred by the
Company or such Subsidiary at the time of such transaction, no
Event of Default, and no event which, after notice or the lapse
of time, or both, would become an Event of Default, shall have
occurred and be continuing.

          SECTION 802.  Rights and Duties of Successor
Corporation.  In case of any such consolidation, merger, sale,
lease or conveyance and upon any such assumption by the successor
corporation, such successor corporation shall succeed to and be
substituted for the Company, with the same effect as if it had
been named herein as the party of the first part, and the
predecessor corporation, except in the event of a lease, shall be
relieved of any further obligation under this Indenture and the
Securities.  Such successor corporation thereupon may cause to be
signed, and may issue either in its own name or in the name of
the Company, any or all of the Securities issuable hereunder
which theretofore shall not have been signed by the Company and
delivered to the Trustee; and, upon the order of such successor
corporation, instead of the Company, and subject to all the
terms, conditions and limitations in this Indenture prescribed,
the Trustee shall authenticate and shall deliver any securities
which previously shall have been signed and delivered by the
officers of the Company to the Trustee for authentication, and
any Securities which such successor corporation thereafter shall
cause to be signed and delivered to the Trustee for that purpose. 
All the Securities so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of
this Indenture as though all of such Securities had been issued
at the date of the execution hereof.

          In case of any such consolidation, merger, sale, lease
or conveyance, such changes in phraseology and form (but not in
substance) may be made in the Securities thereafter to be issued
as may be appropriate.

          SECTION 803.  Officers' Certificate and Opinion of
Counsel.  Any consolidation, merger, sale, lease or conveyance
permitted under Section 801 is also subject to the condition that
the Trustee receive an Officers' Certificate and an Opinion of
Counsel to the effect that any such consolidation, merger, sale,
lease or conveyance, and the assumption of the Company's
obligation under this Indenture by any successor corporation,
complies with the provisions of this Article and that all
conditions precedent herein provided for relating to such
transaction have been complied with.

                          ARTICLE NINE

                     SUPPLEMENTAL INDENTURES

          SECTION 901.  Supplemental Indentures Without Consent
of Holders.  Without the consent of any Holders of securities or
coupons, the Company, when authorized by or pursuant to a Board
Resolution, and the Trustee, at any time and from time to time,
may enter into one or more indentures supplemental hereto, in
form satisfactory to the Trustee, for any of the following
purposes:

          (1)  to evidence the succession of another Person to
     the Company and the assumption by any such successor of the
     covenants of the Company herein and in the Securities
     contained; or

          (2)  to add to the covenants of the Company for the
     benefit of the Holders of all or any series of Securities
     (and if such covenants are to be for the benefit of less
     than all series of Securities, stating that such covenants
     are expressly being included solely for the benefit of such
     series) or to surrender any right or power herein conferred
     upon the Company; or

          (3)  to add any additional Events of Default for the
     benefit of the Holders of all or any series of Securities
     (and if such Events of Default are to be for the benefit of
     less than all series of Securities, stating that such Events
     of Default are expressly being included solely for the
     benefit of such series); provided, however, that in respect
     of any such additional Events of Default such supplemental
     indenture may provide for a particular period of grace after
     default (which period may be shorter or longer than that
     allowed in the case of other defaults) or may provide for an
     immediate enforcement upon such default or may limit the
     remedies available to the Trustee upon such default or may
     limit the right of the Holders of a majority in aggregate
     principal amount of that or those series of Securities to
     which such additional Events of Default apply to waive such
     default; or

          (4)  to add to or change any of the provisions of this
     Indenture to provide that Bearer Securities may be
     registrable as to principal, to change or eliminate any
     restrictions on the payment of principal of or any premium
     or interest on Bearer Securities, to permit Bearer
     Securities to be issued in exchange for Registered
     Securities, to permit Bearer Securities to be issued in
     exchange for Bearer Securities of other authorized
     denominations or to permit or facilitate the issuance of
     Securities in uncertificated form, provided, that any such
     action shall not adversely affect the interests of the
     Holders of Securities of any series or any related coupons
     in any material respect; or

          (5)  to change or eliminate any of the provisions of
     this Indenture, provided that any such change or elimination
     shall become effective only when there is no Security
     Outstanding of any series created prior to the execution of
     such supplemental indenture which is entitled to the benefit
     of such provision; or

          (6)  to secure the Securities; or

          (7)  to establish the form or terms of Securities of
     any series and any related coupons as permitted by Sections
     202 and 301, including the provisions and procedures
     relating to Securities convertible into Common Stock or
     Preferred Stock, as the case may be; or

          (8)  to evidence and provide for the acceptance of
     appointment hereunder by a successor Trustee with respect to
     the Securities of one or more series and to add to or change
     any of the provisions of this Indenture as shall be
     necessary to provide for or facilitate the administration of
     the trusts hereunder by more than one Trustee; or

          (9)  to cure any ambiguity, to correct or supplement
     any provision herein which may be defective or inconsistent
     with any other provision herein, or to make any other
     provisions with respect to matters or questions arising
     under this Indenture which shall not be inconsistent with
     the provisions of this Indenture, provided such provisions
     shall not adversely affect the interests of the Holders of
     Securities of any series or any related coupons in any
     material respect; or

          (10) to supplement any of the provisions of this
     Indenture to such extent as shall be necessary to permit or
     facilitate the defeasance and discharge of any series of
     Securities pursuant to Sections 401, 1402 and 1403; provided
     that any such action shall not adversely affect the
     interests of the Holders of Securities of such series and
     any related coupons or any other series of Securities in any
     material respect.

          SECTION 902.  Supplemental Indentures with Consent of
Holders.  With the consent of the Holders of not less than a
majority in principal amount of all Outstanding Securities
affected by such supplemental indenture, by Act of said Holders
delivered to the Company and the Trustee, the Company, when
authorized by or pursuant to a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this indenture or of
modifying in any manner the rights of the Holders of Securities
and any related coupons under this indenture; provided, however,
that no such supplemental Indenture shall, without the consent of
the Holder of each Outstanding Security affected thereby:

          (1)  change the Stated Maturity of the principal of (or
     premium, if any, on) or any installment of principal of or
     interest on, any Security; or reduce the principal amount
     thereof or the rate or amount of interest thereon or any
     Additional Amounts payable in respect thereof, or any
     premium payable upon the redemption thereof, or change any
     obligation of the Company to pay Additional Amounts pursuant
     to Section 1007 (except as contemplated by Section 801(i)
     and permitted by Section 901(1)), or reduce the amount of
     the principal of an Original Issue Discount Security that
     would be due and payable upon a declaration of acceleration
     of the Maturity thereof pursuant to Section 502 or the
     amount thereof provable in bankruptcy pursuant to Section
     504, or adversely affect any right of repayment at the
     option of the Holder of any Security, or change any Place of
     Payment where, or the currency or currencies, currency unit
     or units or composite currency or currencies in which, any
     Security or any premium or the interest thereon is payable,
     or impair the right to institute suit for the enforcement of
     any such payment on or after the Stated Maturity thereof
     (or, in the case of redemption or repayment at the option of
     the Holder, on or after the Redemption Date or the Repayment
     Date, as the case may be), or

          (2)  reduce the percentage in principal amount of the
     Outstanding Securities of any series, the consent of whose
     Holders in required for any such supplemental indenture, or
     the consent of whose Holders is required for any waiver with
     respect to such series (or compliance with certain
     provisions of this Indenture or certain defaults hereunder
     and their consequences) provided for in this Indenture, or
     reduce the requirements of Section 1504 for quorum or
     voting, or

          (3)  modify any of the provisions of this Section,
     Section 513 or Section 1008, except to increase the required
     percentage to effect such action or to provide that certain
     other provisions of this Indenture cannot be modified or
     waived without the consent of the Holder of each Outstanding
     Security affected thereby.

          It shall not be necessary for any Act of Holders under
this Section to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such Act
shall approve the substance thereof.

          A supplemental indenture which changes or eliminates
any covenant or other provision of this Indenture which has
expressly been included solely for the benefit of one or more
particular series of Securities, or which modifies the rights of
the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the
rights under this Indenture of the Holders of Securities of any
other series.

          SECTION 903.  Execution of Supplement Indentures.  In
executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the
modification thereby of the trusts created by this Indenture, the
Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or
permitted by this Indenture.  The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

          SECTION 904.  Effect of Supplemental Indentures.  Upon
the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith and such
supplemental indenture shall form a part of this Indenture for
all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder and of any
coupon appertaining thereto shall be bound thereby.

          SECTION 905.  Conformity with Trust Indenture Act. 
Every supplemental indenture executed pursuant to this Article
shall conform to the requirements of the Trust Indenture Act as
then in effect.

          SECTION 906.  Reference in Securities to Supplemental
Indentures.  Securities of any series authenticated and delivered
after the execution of any supplemental indenture pursuant to
this Article may, and shall, if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture.  If the Company
shall so determine, new Securities of any series so modified as
to conform, in the opinion of the Trustee and the Company, to any
such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

                           ARTICLE TEN

                            COVENANTS

          SECTION 1001.  Payment of Principal, Premium, if any,
Interest and Additional Amount.  The Company covenants and agrees
for the benefit of the Holders of each series of Securities that
it will duly and punctually pay the principal of (and premium, if
any) and interest on and any Additional Amounts payable in
respect of the Securities of that series in accordance with the
terms of such series of Securities, any coupons appertaining
thereto and this Indenture.  Unless otherwise specified as
contemplated by Section 301 with respect to any series of
Securities, any interest due on and any Additional Amounts
payable in respect of Bearer Securities on or before Maturity,
other than Additional Amounts, if any, payable as provided in
Section 1007 in respect of principal of (or premium, if any, on)
such a Security, shall be payable only upon presentation and
surrender of the several coupons for such interest installments
as are evidenced thereby as they severally mature.  Unless
otherwise specified with respect to Securities of any series
pursuant to Section 301, at the option of the Company, all
payments of principal may be paid by check to the registered
Holder of the Registered Security or other person entitled
thereto against surrender of such Security.

          SECTION 1002.  Maintenance of Office or Agency.  If
Securities of a series are issuable only as Registered
Securities, the Company shall maintain in each Place of Payment
for any series of Securities an office or agency where Securities
of that series may be presented or surrendered for payment or
conversion, where Securities of that series may be surrendered
for registration of transfer or exchange, and where notices and
demands to or upon the Company in respect of the Securities of
that series and this Indenture may be served.  If Securities of a
series are issuable as Bearer Securities, the Company will
maintain: (A) in the Borough of Manhattan, The City of New York,
an office or agency where any Registered Securities of that
series may be presented or surrendered for payment or conversion,
where any Registered Securities of that series may be surrendered
for registration of transfer, where Securities of that series may
be surrendered for exchange, where notices and demands to or upon
the Company in respect of the Securities of that series and this
Indenture may be served and where Bearer Securities of that
series and related coupons may be presented or surrendered for
payment or conversion in the circumstances described in the
following paragraph (and not otherwise); (B) subject to any laws
or regulations applicable thereto, in a Place of Payment for that
series which is located outside the United States, an office or
agency where Securities of that series and related coupons may be
presented and surrendered for payment (including payment of any
Additional Amounts payable on Securities of that series pursuant
to Section 1007) or conversion; provided, however, that if the
Securities of that series are listed on the Luxembourg Stock
Exchange or any other stock exchange located outside the United
States and such stock exchange shall so require, the Company will
maintain a Paying Agent for the Securities of that series in
Luxembourg or any other required city located outside the United
States, as the case may be, so long as the Securities of that
series are listed on such exchange; and (C) subject to any laws
or regulations applicable thereto, in a Place of Payment for that
series located outside the United States an office or agency
where any Registered Securities of that series may be surrendered
for registration of transfer, where Securities of that series may
be surrendered for exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and
this Indenture may be served.  The Company will give prompt
written notice to the Trustee of the location, and any change in
the location, of each such office or agency.  If at any time the
Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, except
that Bearer Securities of that series and the related coupons may
be presented and surrendered for payment (including payment of
any Additional Amounts payable on Bearer Securities of that
series pursuant to Section 1022) or conversion at the offices
specified in the Security in London, England, and the Company
hereby appoints the same as its agent to receive such respective
presentations, surrenders, notices and demands, and the Company
hereby appoints the Trustee its agent to receive all such
presentations, surrenders, notices and demands.

          Unless otherwise specified with respect to any
Securities pursuant to Section 301, no payment of principal,
premium or interest on or Additional Amounts in respect of Bearer
Securities shall be made at any office or agency of the Company
in the United States or by check mailed to any address in the
United States or by transfer to an account maintained with a bank
located in the United States; provided, however, that, if the
Securities of a series are payable in Dollars, payment of
principal of and any premium and interest on any Bearer Security
(including any Additional Amounts payable on Securities of such
series pursuant to Section 1007) shall be made at the office of
the Company's Paying Agent in the City of Boston, if (but only
if) payment in Dollars of the full amount of such principal,
premium, interest or Additional Amounts, as the case may be, at
all offices or agencies outside the United States maintained for
such purpose by the Company in accordance with this Indenture, is
illegal or effectively precluded by exchange controls or other
similar restrictions.

          The Company may from time to time designate one or more
other offices or agencies where the Securities of one or more
series may be presented or surrendered for any or all of such
purposes, and may from time to time rescind such designation;
provided, however, that no such designation or rescission shall
in any manner relieve the Company of its obligation to maintain
an office or agency in accordance with the requirements set forth
above for Securities of any series for such purposes.  The
Company will give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location
of any such other office or agency.  Unless otherwise specified
with respect to any Securities pursuant to Section 301 with
respect to a series of Securities, the Company hereby designates
as a Place of Payment for each series of Securities the office or
agency of the Company in the City of Boston, and initially
appoints the Trustee at its Corporate Trust Office as Paying
Agent in such city and as its agent to receive all such
presentations, surrenders, notices and demands.

          Unless otherwise specified with respect to any
Securities pursuant to Section 302, if and so long as the
Securities of any series (i) are denominated in a Foreign
Currency or (ii) may be payable in a Foreign Currency or so long
as it is required under any other provision of this Indenture,
then the Company will maintain with respect to each such series
of Securities, or as so required, at least one exchange rate
agent.

          SECTION 1003.  Money for Securities Payments to Be Held
in Trust.  If the Company shall at any time act as its own Paying
Agent with respect to any series of any Securities and any
related coupons, it will, by no later than 11:00 am on each due
date of the principal of (and premium, if any), or interest on or
Additional Amounts in respect of, any of the Securities of that
series, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum in the currency or currencies,
currency unit or units or composite currency or currencies in
which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of
such series) sufficient to pay the principal (and premium, if
any) or interest or Additional Amounts so becoming due until such
sums shall be paid to such Persons or otherwise disposed of as
herein provided, and will promptly notify the Trustee of its
action or failure so to act.

          Whenever the Company shall have one or more Paying
Agents for any series of Securities and any related coupons, it
will, on or before each due date of the principal of (and
premium, if any), or interest on or Additional Amounts in respect
of, any Securities of that series, deposit with a Paying Agent a
sum (in the currency or currencies, currency unit or units or
composite currency or currencies described in the preceding
paragraph) sufficient to pay the principal (and premium, if any)
or interest or Additional Amount, so becoming due, such sum to be
held in trust for the benefit of the Persons entitled to such
principal, premium or interest or Additional Amounts and (unless
such Paying Agent is the Trustee) the Company will promptly
notify the Trustee of its action or failure so to act.

          The Company will cause each Paying Agent other than the
Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will

          (1)  hold all sums held by it for the payment of
     principal of (and premium, if any) or interest on Securities
     in trust for the benefit of the Persons entitled thereto
     until such sums shall be paid to such Persons or otherwise
     disposed of as herein provided;

          (2)  give the Trustee notice of any default by the
     Company (or any other obligor upon the Securities) in the
     making of any such payment of principal (and premium, if
     any) or interest; and

          (3)   at any time during the continuance of any such
     default, upon the written request of the Trustee, forthwith
     pay to the Trustee all sums so held in trust by such Paying
     Agent.

          The Company may at any time, for the purpose of
obtaining the satisfaction and discharge of this Indenture or for
any other purpose, pay, or by Company Order direct any Paying
Agent to pay, to the Trustee all sums held in trust by the
Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by
the Company or such Paying Agent; and, upon such payment by any
Paying Agent to the Trustee, such Paying Agent shall be released
from all further liability with respect to such sums.

          Except as otherwise provided in the Securities of any
series, any money deposited with the Trustee or any Paying Agent,
or then held by the Company in trust for the payment of the
principal of (and premium, if any) or interest on, or any
Additional Amounts in respect of, any Security of any series and
remaining unclaimed for two years after such principal (and
premium, if any), interest or Additional Amounts has become due
and payable shall be paid to the Company upon Company Request or
(if then held by the Company) shall be discharged from such
trust; and the Holder of such Security shall thereafter, as an
unsecured general creditor, look only to the Company for payment
of such principal of (and premium, if any) or interest on, or any
Additional Amounts in respect of, such Security, without interest
thereon, and all liability of the Trustee or such Paying Agent
with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the
Company cause to be published once, in an Authorized Newspaper,
notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the
date of such publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

          SECTION 1004.  Existence.  Subject to Article Eight,
the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its existence, rights
(declaration and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any right or
franchise if the Board shall determine that the preservation
thereof is no longer desirable in the conduct of the business of
the Company and that the loss thereof is not disadvantageous in
any material respect to the Holders.

          SECTION 1005.  Provision of Financial Information. 
Whether or not the Company is subject to Section 13 or 15(d) of
the Securities Exchange Act of 1934, the Company will, to the
extent permitted under the Securities Exchange Act of 1934, file
with the Commission the annual reports, quarterly reports and
other documents which the Company would have been required to
file with the Commission pursuant to such Section 13 or 15(d)
(the "Financial Statements") if the Company were so subject, such
documents to be filed with the Commission on or prior to the
respective dates (the "Required Filing Dates") by which the
Company would have been required so to file such documents if the
Company were so subject.

          The Company will also in any event (x) within 15 days
of each Required Filing Date (i) transmit by mail to all Holders,
as their names and addresses appear in the Security Register,
without cost to such Holders copies of the annual reports and
quarterly reports which the Company would have been required to
file with the Commission pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 if the Company were subject to
such Sections, and (ii) file with the Trustee copies of the
annual reports, quarterly reports and other documents which the
Company would have been required to file with the Commission
pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 if the Company were subject to such Sections and (y) if
filing such documents by the Company with the Commission is not
permitted under the Securities Exchange Act of 1934, promptly
upon written request and payment of the reasonable cost of
duplication and delivery, supply copies of such documents to any
prospective Holder.

          SECTION 1006.  Statement as to Compliance.  The Company
will deliver to the Trustee, within 120 days after the end of
each fiscal year, a brief certificate from the principal
executive officer, principal financial officer or principal
accounting officer as to his or her knowledge of the Company's
compliance with all conditions and covenants under this Indenture
and, in the event of any noncompliance, specifying such
noncompliance and the nature and status thereof.  For purposes of
this Section 1006, such compliance shall be determined without
regard to any period of grace or requirement of notice under this
Indenture.

          SECTION 1007.  Additional Amounts.  If any Securities
of a series provide for the payment of Additional Amounts, the
Company will pay to the Holder of any Security of such series or
any coupon appertaining thereto Additional Amounts as may be
specified as contemplated by Section 301.  Whenever in this
Indenture there is mentioned, in any context except in the case
of Section 502(1), the payment of the principal of or any premium
or interest on, or in respect of, any Security of any series or
payment of any related coupon or the net proceeds received on the
sale or exchange of any Security of any series, such mention
shall be deemed to include mention of the payment of Additional
Amounts provided by the terms of such series established pursuant
to Section 301 to the extent that, in such context, Additional
Amounts are, were or would be payable in respect thereof pursuant
to such terms and express mention of the payment of Additional
Amounts (if applicable) in any provisions hereof shall not be
construed as excluding Additional Amounts in those provisions
hereof where such express mention is not made.

          Except as otherwise specified as contemplated by
Section 301, if the Securities of a series provide for the
payment of Additional Amounts, at least 20 days prior to the
first Interest Payment Date with respect to that series of
Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which a payment of
principal and any premium is made), and at least 10 days prior to
each date of payment of principal and any premium or interest if
there has been any change with respect to the matters set forth
in the below-mentioned Officers' Certificate, the Company will
furnish the Trustee and the Company's principal Paying Agent or
Paying Agents, if other than the Trustee, with an Officers'
Certificate instructing the Trustee and such Paying Agent or
Paying Agents whether such payment of principal of and any
premium or interest on the Securities of that series shall be
made to Holders of Securities of that series or any related
coupons who are not United States persons without withholding for
or on account of any tax, assessment or other governmental charge
described in the Securities of the series.  If any such
withholding shall be required, then such Officers' Certificate
shall specify by country the amount, if any, required to be
withheld on such payments to such Holders of Securities of that
series or related coupons and the Company will pay to the Trustee
or such Paying Agent the Additional Amounts required by the terms
of such Securities.  In the event that the Trustee or any Paying
Agent, as the case may be, shall not so receive the above-
mentioned certificate, then the Trustee or such Paying Agent
shall be entitled (i) to assume that no such withholding or
deduction is required with respect to any payment of principal or
interest with respect to any Securities of a series or related
coupons until it shall have received a certificate advising
otherwise and (ii) to make all payments of principal and interest
with respect to the Securities of a series or related coupons
without withholding or deductions until otherwise advised.  The
Company covenants to indemnify the Trustee and any Paying Agent
for, and to hold them harmless against, any loss, liability or
expense reasonably incurred without negligence or bad faith on
their part arising out of or in connection with actions taken or
omitted by any of them or in reliance on any Officers'
Certificate furnished pursuant to this Section or in reliance on
the Company's not furnishing such an Officers' Certificate.

          SECTION 1008.  Waiver of Certain Covenants.  The
Company may omit in any particular instance to comply with any
term, provision or condition set forth in Sections 1004 or 1005,
if before or after the time for such compliance the Holders of at
least a majority in principal amount of all outstanding
Securities of such series, by Act of such Holders, either waive
such compliance in such instance or generally waive compliance
with such covenant or condition, but no such waiver shall extend
to or affect such covenant or condition except to the extent so
expressly waived, and, until such waiver shall become effective,
the obligations of the Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in
full force and effect.

                         ARTICLE ELEVEN

                    REDEMPTION OF SECURITIES

          SECTION 1101.  Applicability of Article.  Securities of
any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for Securities
of any series) in accordance with this Article.

          SECTION 1102.  Election to Redeem; Notice to Trustee. 
The election of the Company to redeem any Securities shall be
evidenced by or pursuant to a Board Resolution.  In case of any
redemption at the election of the Company of less than all of the
Securities of any series, the Company shall, at least 45 days
prior to the giving of the notice of redemption in Section 1104
(unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date and of the principal
amount of Securities of such series to be redeemed.  In the case
of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction.

          SECTION 1103.  Selection by Trustee of Securities to Be
Redeemed.  If less than all the Securities of any series issued
on the same day with the same terms are to be redeemed, the
particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from
the Outstanding Securities of such series issued on such date
with the same terms not previously called for redemption, by such
method as the Trustee shall deem fair and appropriate and which
may provide for the selection for redemption of portions (equal
to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount
of Securities of such series or a denomination larger than the
minimum authorized denomination for Securities of that series.

          The Trustee shall promptly notify the Company and the
Security Registrar (if other than itself) in writing of the
Securities selected for redemption and, in the case of any
Securities selected for partial redemption, the principal amount
thereof to be redeemed.

          For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of
Securities shall relate, in the case of any Security redeemed or
to be redeemed only in part, to the portion of the principal
amount of such Security which has been or is to be redeemed.

          SECTION 1104.  Notice of Redemption.  Notice of
redemption shall be given in the manner provided in Section 106 
and may be further specified in an indenture supplemental hereto,
not less than 30 days nor more than 60 days prior to the
Redemption Date, unless a shorter period is specified by the
terms of such series established pursuant to Section 301, to each
Holder of Securities to be redeemed, but failure to give such
notice in the manner herein provided to the Holder of any
Security designated for redemption as a whole or in part, or any
defect in the notice to any such Holder, shall not affect the
validity of the proceedings for the redemption of any other such
Security or portion thereof.

          Any notice that is mailed to the Holders of Registered
Securities in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not a Holder
receives the notice.

          All notices of redemption shall state:

          (1)  the Redemption Date,

          (2)  the Redemption Price, accrued interest to the
Redemption Date payable as provided in Section 1106, if any, and
Additional Amounts, if any,

          (3)  if less than all Outstanding Securities of any
series are to be redeemed, the identification (and, in the case
of partial redemption, the principal amount) of the particular
Security or Securities to be redeemed,

          (4)  in case any Security is to be redeemed in part
only, the notice which relates to such Security shall state that
on and after the Redemption Date, upon surrender of such
Security, the holder will receive, without charge, a new Security
or Securities of authorized denominations for the principal
amount thereof remaining unredeemed,

          (5)  that on the Redemption Date the Redemption Price
and accrued interest to the Redemption Date payable as provided
in Section 1106, if any, will become due and payable upon each
such Security, or the portion thereof, to be redeemed and, if
applicable, that interest thereon shall cease to accrue on and
after said date,

          (6)  the Place or Places of Payment where such
Securities, together in the case of Bearer Securities with all
coupons appertaining thereto, if any, maturing after the
Redemption Date, are to be surrendered for payment of the
Redemption Price and accrued interest, if any, or for conversion,

          (7)  that the redemption is for a sinking fund, if such
is the case,

          (8)  that unless otherwise specified in such notice,
Bearer Securities of any series, if any, surrendered for
redemption must be accompanied by all coupons maturing subsequent
to the Redemption Date or the amount of any such missing coupon
or coupons will be deducted from the Redemption Price, unless
security or indemnity satisfactory to the Company, the Trustee
for such series and any Paying Agent is furnished,

          (9)  if Bearer Securities of any series are to be
redeemed and any Registered Securities of such series are not to
be redeemed, and if such Bearer Securities may be exchanged for
Registered Securities not subject to redemption on this
Redemption Date pursuant to Section 305 or otherwise, the last
date, as determined by the Company, on which such exchanges may
be made,

          (10) the CUSIP number of such Security, if any, and

          (11) if applicable, that a Holder of Securities who
desires to convert Securities for redemption must satisfy the
requirements for conversion contained in such Securities, the
then existing conversion price or rate, and the date and time
when the option to convert shall expire.

          Notice of redemption of Securities to be redeemed shall
be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

          SECTION 1105.  Deposit of Redemption Price.  On or
prior to 11:00 am on any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, which it may not do in
the case of a sinking fund payment under Article Twelve,
segregate and hold in trust as provided in Section 1003) an
amount of money in the currency or currencies, currency unit or
units or composite currency or currencies in which the Securities
of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series)
sufficient to pay on the Redemption Date the Redemption Price of,
and (except if the Redemption Date shall be an Interest Payment
Date) accrued interest on, all the Securities or portions thereof
which are to be redeemed on that date.

          SECTION 1106.  Securities Payable on Redemption Date. 
Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified
in the currency or currencies, currency unit or units or
composite currency or currencies in which the Securities of such
series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series) (together with
accrued interest, if any, to the Redemption Date), and from and
after such date (unless the Company shall default in the payment
of the Redemption Price and accrued interest) such Securities
shall, if the same were interest-bearing, cease to bear interest
and the coupons for such interest appertaining to any Bearer
Securities so to be redeemed, except to the extent provided
below, shall be void.  Upon surrender of any such Security for
redemption in accordance with said notice, together with all
coupons, if any, appertaining thereto maturing after the
Redemption Date, such Security shall be paid by the Company at
the Redemption Price, together with accrued interest, if any, to
the Redemption Date; provided, however, that installments of
interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only at an office
or agency located outside the United States (except as otherwise
provided in Section 1002) and, unless otherwise specified as
contemplated by Section 301, only upon presentation and surrender
of coupons for such interest; and provided further that, except
as otherwise provided with respect to Securities convertible into
Common Stock or Preferred Stock, installments of interest on
Registered Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities registered as
such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 307.

          If any Bearer Security surrendered for redemption shall
not be accompanied by all appurtenant coupons maturing after the
Redemption Date, such Security may be paid after deducting from
the Redemption Price an amount equal to the face amount of all
such missing coupons, or the surrender of such missing coupon or
coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require
to save each of them and any Paying Agent harmless.  If
thereafter the Holder of such Security shall surrender to the
Trustee or any Paying Agent any such missing coupon in respect of
which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted;
provided, however, that interest represented by coupons shall be
payable only at an office or agency located outside the United
States (except as otherwise provided in Section 1002) and, unless
otherwise specified as contemplated by Section 301, only upon
presentation and surrender of those coupons.

           If any Security called for redemption shall not be so
paid upon surrender thereof for redemption, the principal (and
premium, if any) shall, until paid, bear interest from the
Redemption Date at the rate borne by the Security.

          SECTION 1107.  Securities Redeemed in Part.  Any
Registered Security which is to be redeemed only in part
(pursuant to the provisions of this Article or of Article Twelve)
shall be surrendered at a Place of Payment therefor (with, if the
Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or
his attorney duly authorized in writing) and the Company shall
execute and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge a new Security or
Securities of the same series, of any authorized denomination as
requested by such Holder in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

                         ARTICLE TWELVE

                          SINKING FUNDS

          SECTION 1201.  Applicability of Article.  The
provisions of this Article shall be applicable to any sinking
fund for the retirement of Securities of a series except as
otherwise specified as contemplated by Section 301 for Securities
of such series.

          The minimum amount of any sinking fund payment provided
for by the terms of Securities of any series is herein referred
to as a "mandatory sinking fund payment", and any payment in
excess of such minimum amount provided for by the terms of such
Securities of any series is herein referred to as an "optional
sinking fund payment".  If provided for by the terms of any
Securities of any series, the cash amount of any mandatory
sinking fund payment may be subject to reduction as provided in
Section 1202.  Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the
terms of Securities of such series.

          SECTION 1202.  Satisfaction of Sinking Fund Payments
with Securities.  The Company may, in satisfaction of all or any
part of any mandatory sinking fund payment with respect to the
Securities of a series, (1) deliver Outstanding Securities of
such series (other than any previously called for redemption)
together in the case of any Bearer Securities of such series with
all unmatured coupons appertaining thereto and (2) apply as a
credit Securities of such series which have been redeemed either
at the election of the Company pursuant to the terms of such
Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities,
as provided for by the terms of such Securities, or which have
otherwise been acquired by the Company; provided that such
Securities so delivered or applied as a credit have not been
previously so credited.  Such Securities shall be received and
credited for such purpose by the Trustee at the applicable
Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such
mandatory sinking fund payment shall be reduced accordingly.

          SECTION 1203.  Redemption of Securities for Sinking
Fund.  Not less than 60 days prior to each sinking fund payment
date for Securities of any series, the Company will deliver to
the Trustee an Officers' Certificate specifying the amount of the
next ensuing mandatory sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if
any, which is to be satisfied by payment of cash in the currency
or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the
Securities of such series) and the portion thereof, if any, which
is to be satisfied by delivering and crediting Securities of that
series pursuant to Section 1202, and the optional amount, if any,
to be added in cash to the next ensuing mandatory sinking fund
payment, and will also deliver to the Trustee any Securities to
be so delivered and credited.  If such Officers' Certificate
shall specify an optional amount to be added in cash to the next
ensuing mandatory sinking fund payment, the Company shall
thereupon be obligated to pay the amount therein specified.  Not
less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 1103
and cause notice of the redemption thereof to be given in the
name of and at the expense of the Company in the manner provided
in Section 1104.  Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in
the manner stated in Sections 1106 and 1107.

                        ARTICLE THIRTEEN

               REPAYMENT AT THE OPTION OF HOLDERS

          SECTION  1301.  Applicability of Article.  Repayment of
Securities of any series before their Stated Maturity at the
option of Holders thereof shall be made in accordance with the
terms of such Securities, if any, and (except as otherwise
specified by the terms of such series established pursuant to
Section 301) in accordance with this Article.

          SECTION 1302.  Repayment of Securities.  Securities of
any series subject to repayment in whole or in part at the option
of the Holders thereof will, unless otherwise provided in the
terms of such Securities, be repaid at a price equal to the
principal amount thereof, together with interest, if any, thereon
accrued to the Repayment Date specified in or pursuant to the
terms of such Securities.  The Company covenants that on or
before the Repayment Date it will deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section
1003) an amount of money in the currency or currencies, currency
unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise
specified pursuant to Section 301 for the Securities of such
series) sufficient to pay the principal (or, if so provided by
the terms of the Securities of any series, a percentage of the
principal) of, and (except if the Repayment Date shall be an
Interest Payment Date) accrued interest on, all the Securities or
portions thereof, as the case may be, to be repaid on such date.

          SECTION 1303.  Exercise of Option.  Securities of any
series subject to repayment at the option of the Holders thereof
will contain an "Option to Elect Repayment" form on the reverse
of such Securities.  In order for any Security to be repaid at
the option of the Holder, the Trustee must receive at the Place
of Payment therefor specified in the terms of such Security (or
at such other place or places of which the Company shall from
time to time notify the Holders of such Securities) not earlier
than 60 days nor later than 30 days prior to the Repayment Date
(1) the Security so providing for such repayment together with
the "Option to Elect Repayment" form on the reverse thereof duly
completed by the Holder or by the Holder's attorney duly
authorized in writing or (2) a telegram, telex, facsimile
transmission or a letter from a member of a national securities
exchange, or the National Association of Securities Dealers, Inc.
("NASD"), or a commercial bank or trust company in the United
States setting forth the name of the Holder of the Security, the
principal amount of the Security, the principal amount of the
Security to be repaid, the CUSIP number, if any, or a description
of the tenor and terms of the Security, a statement that the
option to elect repayment is being exercised thereby and a
guarantee that the Security to be repaid, together with the duly
completed form entitled "Option to Elect Repayment" on the
reverse of the Security, will be received by the Trustee not
later than the fifth Business Day after the date of such
telegram, telex, facsimile transmission or letter; provided,
however, that such telegram, telex, facsimile transmission or
letter shall only be effective if such Security and form duly
completed are received by the Trustee by such fifth Business Day. 
If less than the entire principal amount of such Security is to
be repaid in accordance with the terms of such Security, the
principal amount of such Security to be repaid, in increments of
the minimum denomination for Securities of such series, and the
denomination or denominations of the Security or Securities to be
issued to the Holder for the portion of the principal amount of
such Security surrendered that is not to be repaid in part if,
following such repayment, the unpaid principal amount of such
Security would be less than the minimum authorized denomination
of Securities of the series of which such Security to be repaid
is a part.  Except as otherwise may be provided by the terms of
any Security providing for repayment at the option of the Holder
thereof, exercise of the repayment option by the Holder shall be
irrevocable unless waived by the Company.

          SECTION 1304.  When Securities Presented for Repayment
Become Due and Payable.  If Securities of any series providing
for repayment at the option of the Holders thereof shall have
been surrendered as provided in this Article and as provided by
or pursuant to the terms of such Securities, such Securities or
the portions thereof, as the case may be, to be repaid shall
become due and payable and shall be paid by the Company on the
Repayment Date therein specified, and on and after such Repayment
Date (unless the Company shall default in the payment of such
Securities on such Repayment Date) such Securities shall, if the
same were interest-bearing, cease to bear interest and the
coupons for such interest appertaining to any Bearer Securities
so to be repaid, except to the extent provided below, shall be
void.  Upon surrender of any such Security for repayment in
accordance with such provisions, together with all coupons, if
any, appertaining thereto maturing after the Repayment Date, the
principal amount of such Security so to be repaid shall be paid
by the Company, together with accrued interest, if any, to the
Repayment Date; provided, however, that coupons whose Stated
Maturity is on or prior to the Repayment Date shall be payable
only at an office or agency located outside the United States
(except as otherwise provided in Section 1002) and, unless
otherwise specified pursuant to Section 301, only upon
presentation and surrender of such coupons; and provided further
that, in the case of Registered Securities, installments of
interest, if any, whose Stated Maturity is on or prior to the
Repayment Date shall be payable (but without interest thereon,
unless the Company shall default in the payment thereof) to the
Holders of such Securities, or one or more Predecessor
Securities, registered as such as the close of business on the
relevant Record Dates according to their terms and the provisions
of Section 307.

          If any Bearer Security surrendered for repayment shall
not be accompanied by all appurtenant coupons maturing after the
Repayment Date, such Security may be paid after deducting from
the amount payable therefor as provided in Section 1302 an amount
equal to the face amount of all such missing coupons, or the
surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there be furnished to them such
security or indemnity as they may require to save each of them
and any Paying Agent harmless.  If thereafter the Holder of such
Security shall surrender to the Trustee or any Paying Agent any
such missing coupon in respect of which a deduction shall have
been made as provided in the preceding sentence, such Holder
shall be entitled to receive the amount so deducted; provided,
however, that interest represented by coupons shall be payable
only at an office or agency located outside the United States
(except as otherwise provided in Section 1002) and, unless
otherwise specified as contemplated by Section 301, only upon
presentation and surrender of those coupons.

          If the principal amount of any Security surrendered for
repayment shall not be so repaid upon surrender thereof, such
principal amount (together with interest, if any, thereon accrued
to such Repayment Date) shall, until paid, bear interest from the
Repayment Date at the rate of interest or Yield to Maturity (in
the case of Original Issue Discount Securities) set forth in such
Security.

          SECTION 1305.  Securities Repaid in Part.  Upon
surrender of any Registered Security which is to be repaid in
part only, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security, without
service charge and at the expense of the Company, a new
Registered Security or Securities of the same series, of any
authorized denomination specified by the Holder, in an aggregate
principal amount equal to and in exchange for the portion of the
principal of such Security so surrendered which is not to be
repaid.


                        ARTICLE FOURTEEN

               DEFEASANCE AND COVENANT DEFEASANCE

          SECTION 1401.  Applicability of Article; Company's
Option to Effect Defeasance or Covenant Defeasance.  If, pursuant
to Section 301, provision is made for either or both of (a)
defeasance of the Securities of or within a series under Section
1402 or (b) covenant defeasance of the Securities of or within a
series under Section 1403, then the provisions of such Section or
Sections, as the case may be, together with the other provisions
of this Article (with such modifications thereto as may be
specified pursuant to Section 301 with respect to any
Securities), shall be applicable to such Securities and any
coupons appertaining thereto, and the Company may at its option
by Board Resolution, at any time, with respect to such Securities
and any coupons appertaining thereto, elect to have Section 1402
(if applicable) or Section 1403 (if applicable) be applied to
such Outstanding Securities and any coupons appertaining thereto
upon compliance with the conditions set forth below in this
Article.

          SECTION 1402.  Defeasance and Discharge.  Upon the
Company's exercise of the above option applicable to this Section
with respect to any Securities of or within a series, the Company
shall be deemed to have been discharged from its obligations with
respect to such Outstanding Securities and any coupons
appertaining thereto on the date the conditions set forth in
Section 1404 are satisfied (hereinafter, "defeasance").  For this
purpose, such defeasance means that the Company shall be deemed
to have paid and discharged the entire indebtedness represented
by such Outstanding Securities and any coupons appertaining
thereto, which shall thereafter be deemed to be "Outstanding"
only for the purposes of Section 1405 and the other Sections of
this Indenture referred to in clauses (A) and (B) below, and to
have satisfied all of its other obligations under such Securities
and any coupons appertaining thereto and this Indenture insofar
as such Securities and any coupons appertaining thereto are
concerned (and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging the same), except for
the following which shall survive until otherwise terminated or
discharged hereunder:  (A) the rights of Holders of such
Outstanding Securities and any coupons appertaining thereto to
receive, solely from the trust fund described in Section 1404 and
as more fully set forth in such Section, payments in respect of
the principal of (and premium, if any) and interest, if any, on
such Securities and any coupons appertaining thereto when such
payments are due, (B) the Company's obligations with respect to
such Securities under Sections 305, 306, 1002 and 1003 and with
respect to the payment of Additional Amounts, if any, on such
Securities as contemplated by Section 1007, (C) the rights,
powers, trusts, duties and immunities of the Trustee hereunder
and (D) this Article Fourteen.  Subject to compliance with this
Article Fourteen, the Company may exercise its option under this
Section notwithstanding the prior exercise of its option under
Section 1403 with respect to such Securities and any coupons
appertaining thereto.

          SECTION 1403.  Covenant Defeasance.  Upon the Company's
exercise of the above option applicable to this Section with
respect to any Securities of or within a series, the Company
shall be released from its obligations under Sections 1004 and
1005 and, if specified pursuant to Section 301, its obligations
under any other covenant, with respect to such Outstanding
Securities and any coupons appertaining thereto on and after the
date the conditions set forth in Section 1404 are satisfied
(hereinafter, "covenant defeasance"), and such Securities and any
coupons appertaining thereto shall thereafter be deemed to be not
"Outstanding" for the purposes of any direction, waiver, consent
or declaration or Act of Holders (and the consequences of any
thereof) in connection with Sections 1004 and 1005 or such other
covenant, but shall continue to be deemed "Outstanding" for all
other purposes hereunder.  For this purpose, such covenant
defeasance means that, with respect to such Outstanding
Securities and any coupons appertaining thereto, the Company may
omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such Section or
such other covenant, whether directly or indirectly, by reason of
any reference elsewhere herein to any such Section or such other
covenant or by reason of reference in any such Section or such
other covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a
default or an Event of Default under Section 501(4) or 501(9) or
otherwise, as the case may be, but except as specified above, the
remainder of this Indenture and such Securities and any coupons
appertaining thereto shall be unaffected thereby.

          SECTION 1404.  Conditions to Defeasance or Covenant
Defeasance.  The following shall be the conditions to application
of Section 1402 or Section 1403 to any Outstanding Securities of
or within a series and any coupons appertaining thereto:

          (a)  The Company shall irrevocably have deposited or
     caused to be deposited with the Trustee (or another trustee
     satisfying the requirements of Section 607 who shall agree
     to comply with the provisions of this Article Fourteen
     applicable to it) as trust funds in trust for the purpose of
     making the following payments, specifically pledged as
     security for, and dedicated solely to, the benefit of the
     Holders of such Securities and any coupons appertaining
     thereto, (1) an amount in such currency, currencies or
     currency unit in which such Securities and any coupons
     appertaining hereto are then specified as payable at Stated
     Maturity) which through the scheduled payment of principal
     and interest in respect thereof in accordance with their
     terms will provide, not later than one day before the due
     date of any payment of principal of (and premium, if any)
     and interest, if any, on such Securities and any coupons
     appertaining thereto, or (2) a combination thereof in an
     amount, sufficient, in the opinion of a nationally
     recognized firm of independent public accountants expressed
     in a written certification thereof delivered to the Trustee,
     to pay and discharge, and which shall be applied by the
     Trustee (or other qualifying trustee) to pay and discharge,
     (i) the principal of (and premium, if any) and interest, if
     any, on such Outstanding Securities and any coupons
     appertaining thereto on the Stated Maturity of such
     principal or installment of principal or interest and (ii)
     any mandatory sinking fund payments or analogous payments
     applicable to such Outstanding Securities and any coupons
     appertaining thereto on the day on which such payments are
     due and payable in accordance with the terms of this
     Indenture and of such Securities and any coupons
     appertaining thereto.

          (b)  Such defeasance or covenant defeasance shall not
     result in a breach or violation of, or constitute a default
     under, this Indenture or any other material agreement or
     instrument to which the Company is a party or by which it is
     bound.

          (c)  No Event of Default or event which with notice or
     lapse of time or both would become an Event of Default with
     respect to such Securities and any coupons appertaining
     thereto shall have occurred and be continuing on the date of
     such deposit or, insofar as Sections 501(6) and 501(7) are
     concerned, at any time during the period ending on the 91st
     day after the date of such deposit (it being understood that
     this condition shall not be deemed satisfied until the
     expiration of such period).

          (d)  In the case of an election under Section 1402, the
     Company shall have delivered to the Trustee an Opinion of
     Counsel stating that (i) the Company has received from, or
     there has been published by, the Internal Revenue Service a
     ruling, or (ii) since the date of execution of this
     Indenture, there has been a change in the applicable Federal
     income tax law, in either case to the effect that, and based
     thereon such opinion shall confirm that, the Holders of such
     Outstanding Securities and any coupons appertaining thereto
     will not recognize income, gain or loss for Federal income
     tax purposes as a result of such defeasance and will be
     subject to Federal income tax on the same amounts, in the
     same manner and at the same times as would have been the
     case if such defeasance had not occurred.

          (e)  In the case of an election under Section 1403, the
     Company shall have delivered to the Trustee an Opinion of
     Counsel to the effect that the Holders of such Outstanding
     Securities and any coupons appertaining thereto will not
     recognize income, gain or loss for Federal income tax
     purposes as a result of such covenant defeasance and will be
     subject to Federal income tax on the same amounts, in the
     same manner and at the same times as would have been the
     case if such covenant defeasance had not occurred.

          (f)  The Company shall have delivered to the Trustee an
     Officers' Certificate and an Opinion of Counsel, each
     stating that all conditions precedent to the defeasance
     under Section 1402 or the covenant defeasance under Section
     1403 (as the case may be) have been complied with and an
     Opinion of Counsel to the effect that either (i) as a result
     of a deposit pursuant to subsection (a) above and the
     related exercise of the Company's option under Section 1402
     or Section 1403 (as the case may be), registration is not
     required under the Investment Company Act of 1940, as
     amended, by the Company, with respect to the trust funds
     representing such deposit or by the Trustee for such trust
     funds or (ii) all necessary registrations under said Act
     have been effected.

          (g)  Notwithstanding any other provisions of this
     Section, such defeasance or covenant defeasance shall be
     effected in compliance with any additional or substitute
     terms, conditions or limitations which may be imposed on the
     Company in connection therewith pursuant to Section 301. 

          SECTION 1405.  Deposited Money and Government
Obligations to Be Held in Trust; Other Miscellaneous Provisions. 
Subject to the provisions of the last paragraph of Section 1003,
all money and Government Obligations (or other property as may be
provided pursuant to Section 301) (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 1405, the "Trustee")
pursuant to Section 1404 in respect of any Outstanding Securities
of any series and any coupons appertaining thereto shall be held
in trust and applied by the Trustee, in accordance with the
provisions of such Securities and any coupons appertaining
thereto and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Holders of
such Securities and any coupons appertaining thereto of all sums
due and to become due thereon in respect of principal (and
premium, if any) and interest and Additional Amounts, if any, but
such money need not be segregated from other funds except to the
extent required by law.

          Unless otherwise specified with respect to any Security
pursuant to Section 301, if, after a deposit referred to in
Section 1404(a) has been made, (a) the Holder of a Security in
respect of which such deposit was made is entitled to, and does,
elect pursuant to Section 301 or the terms of such Security to
receive payment in a currency or currency unit other than that in
which the deposit pursuant to Section 1404(a) has been made in
respect of such Security, or (b) a Conversion Event occurs in
respect of the currency or currency unit in which the deposit
pursuant to Section 1404(a) has been made, the indebtedness
represented by such Security and any coupons appertaining thereto
shall be deemed to have been, and will be fully discharged and
satisfied through the payment of the principal of (and premium,
if any), and interest, if any, on such Security as the same
becomes due out of the proceeds yielded by converting (from time
to time as specified below in the case of any such election) the
amount or other property deposited in respect of such Security
into the currency or currency unit in which such Security becomes
payable as a result of such election based on the applicable
market exchange rate for such currency or currency unit in effect
on the second Business Day prior to each payment date, or, with
respect to a Conversion Event, in effect for such currency or
currency unit (as nearly as feasible) at the time of the
Conversion Event.

          The Company shall pay and indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against the
Government Obligations deposited pursuant to Section 1404 or the
principal and interest received in respect thereof other than any
such tax, fee or other charge which by law is for the account of
the Holders of such Outstanding Securities and any coupons
appertaining thereto.

          Anything in this Article to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company
from time to time upon Company Request any money or Government
Obligations (or other property and any proceeds therefrom) held
by it as provided in Section 1404 which, in the opinion of a
nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be
required to be deposited to effect a defeasance or covenant
defeasance, as applicable, in accordance with this Article.


                         ARTICLE FIFTEEN

                MEETINGS OF HOLDERS OF SECURITIES

          SECTION 1501.  Purposes for Which Meetings May Be
Called.  A meeting of Holders of Securities of any series may be
called at any time and from time to time pursuant to this Article
to make, give or take any request, demand, authorization,
direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of
Securities of such series.

          SECTION 1502.  Call, Notice and Place of Meetings.  (a)
The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section
1501, to be held at such time and at such place in the City of
Boston, or in London as the Trustee shall determine.  Notice of
every meeting of Holders of Securities of any series, setting
forth the time and the place of such meeting and in general terms
the action proposed to be taken at such meeting, shall be given,
in the manner provided in Section 106, not less than 21 nor more
than 180 days prior to the date fixed for the meeting.

          (b)  In case at any time the Company, pursuant to a
Board Resolution, or the Holders of at least 25% in principal
amount of the Outstanding Securities of any series shall have
requested the Trustee to call a meeting of the Holders of
Securities of such series for any purpose specified in Section
1501, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall
not have made the first publication of the notice of such meeting
within 21 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided
herein, then the Company or the Holders of Securities of such
series in the amount above specified, as the case may be, may
determine the time and the place in the City of Boston, or in
London for such meeting and may call such meeting for such
purposes by giving notice thereof as provided in subsection (a)
of this Section.

          SECTION 1503.  Persons Entitled to Vote at Meetings. 
To be entitled to vote at any meeting of Holders of Securities of
any series, a Person shall be (1) a Holder of one or more
Outstanding Securities of such series, or (2) a Person appointed
by an instrument in writing as proxy for a Holder or Holders of
one or more Outstanding Securities of such series by such Holder
or Holders.  The only Persons who shall be entitled to be present
or to speak at any meeting of Holders of Securities of any series
shall be the Persons entitled to vote at such meeting and their
counsel, any representatives of the Trustee and its counsel and
any representatives of the Company and its counsel.

          SECTION 1504.  Quorum; Action.  The Persons entitled to
vote a majority in principal amount of the Outstanding Securities
of a series shall constitute a quorum for a meeting of Holders of
Securities of such series; provided, however, that if any action
is to be taken at such meeting with respect to a consent or
waiver which this Indenture expressly provides may be given by
the Holders of not less than a specified percentage in principal
amount of the Outstanding Securities of a series, the Persons
entitled to vote such specified percentage in principal amount of
the Outstanding Securities of such series shall constitute a
quorum.  In the absence of a quorum within 30 minutes after the
time appointed for any such meeting, the meeting shall, if
convened at the request of Holders of Securities of such series,
be dissolved.  In any other case the meeting may be adjourned for
a period of not less than 10 days determined by the chairman of
the meeting prior to the adjournment of such meeting.  In the
absence of a quorum at any such adjourned meeting, such adjourned
meeting may be further adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the
adjournment of such adjourned meeting.  Notice of the reconvening
of any adjourned meeting shall be given as provided in Section
1502(a), except that such notice need be given only once not less
than five days prior to the date on which the meeting is
scheduled to be reconvened.  Notice of the reconvening of any
adjourned meeting shall state expressly the percentage, as
provided above, of the principal amount of the Outstanding
Securities of such series which shall constitute a quorum.

          Except as limited by the proviso to Section 902, any
resolution presented to a meeting or adjourned meeting duly
reconvened at which a quorum is present as aforesaid may be
adopted by the affirmative vote of the Holders of a majority in
principal amount of the Outstanding Securities of that series;
provided, however, that, except as limited by the proviso to
Section 902, any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action
which this Indenture expressly provides may be made, given or
taken by the Holders of a specified percentage, which is less
than a majority, in principal amount of the Outstanding
Securities of a series may be adopted at a meeting or an
adjourned meeting duly reconvened and at which a quorum is
present as aforesaid by the affirmative vote of the Holders of
such specified percentage in principal amount of the Outstanding
Securities of that series.

          Any resolution passed or decision taken at any meeting
of Holders of Securities of any series duly held in accordance
with this Section shall be binding on all the Holders of
Securities of such series and the related coupons, whether or not
present or represented at the meeting.

          Notwithstanding the foregoing provisions of this
Section 1504, if any action is to be taken at a meeting of
Holders of Securities of any series with respect to any request,
demand, authorization, direction, notice, consent, waiver or
other action that this Indenture expressly provides may be made,
given or taken by the Holders of a specified percentage in
principal amount of all Outstanding Securities affected thereby,
or of the Holders of such series and one or more additional
series:

          (i)  there shall be no minimum quorum requirement for
     such meeting; and

          (ii) the principal amount of the Outstanding Securities
     of such series that vote in favor of such request, demand,
     authorization, direction, notice, consent, waiver or other
     action shall be taken into account in determining whether
     such request, demand, authorization, direction, notice,
     consent, waiver or other action has been made, given or
     taken under this Indenture.

          SECTION 1505. Determination of Voting Rights; Conduct
and Adjournment of Meetings.  (a)  Notwithstanding any provisions
of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Holders
of Securities of a series in regard to proof of the holding of
Securities of such series and of the appointment of proxies and
in regard to the appointment and duties of inspectors of votes,
the submission and examination of proxies, certificates and other
evidence of the right to vote, and such other matters concerning
the conduct of the meeting as it shall deem appropriate.  Except
as otherwise permitted or required by any such regulations, the
holding of Securities shall be proved in the manner specified in
Section 104 and the appointment of any proxy shall be proved in
the manner specified in Section 104 or by having the signature of
the Person executing the proxy witnessed or guaranteed by any
trust company, bank or banker authorized by Section 104 to
certify to the holding of Bearer Securities.  Such regulations
may provide that written instruments appointing proxies, regular
on their face, may be presumed valid and genuine without the
proof specified in Section 104 or other proof.

          (b)  The Trustee shall, by an instrument in writing
appoint a temporary chairman of the meeting, unless the meeting
shall have been called by the Company or by Holders of Securities
as provided in Section 1502(b), in which case the Company or the
Holders of Securities of the series calling the meeting, as the
case may be, shall in like manner appoint a temporary chairman. 
A permanent chairman and a permanent secretary of the meeting
shall be elected by vote of the Persons entitled to vote a
majority in principal amount of the Outstanding Securities of
such series represented at the meeting. 

          (c)  At any meeting each Holder of a Security of such
series or proxy shall be entitled to one vote for each $1,000
principal amount of the Outstanding Securities of such series
held or represented by him; provided, however, that no vote shall
be cast or counted at any meeting in respect of any Security
challenged as not Outstanding and ruled by the chairman of the
meeting to be not Outstanding.  The chairman of the meeting shall
have no right to vote, except as a Holder of a Security of such
series or proxy.

          (d)  Any meeting of Holders of Securities of any series
duly called pursuant to Section 1502 at which a quorum is present
may be adjourned from time to time by Persons entitled to vote a
majority in principal amount of the Outstanding Securities of
such series represented at the meeting, and the meeting may be
held as so adjourned without further notice.

          SECTION 1506.  Counting Votes and Recording Action of
Meetings.  The vote upon any resolution submitted to any meeting
of Holders of Securities of any series shall be by written
ballots on which shall be subscribed the signatures of the
Holders of Securities of such series or of their representatives
by proxy and the principal amounts and serial numbers of the
Outstanding Securities of such series held or represented by
them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting
for or against any resolution and who shall make and file with
the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting.  A record, at least
in duplicate, of the proceedings of each meeting of Holders of
Securities of any Series shall be prepared by the secretary of
the meeting and there shall be attached to said record the
original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having
knowledge of the fact, setting forth a copy of the notice of the
meeting and showing that said notice was given as provided in
Section 1502 and, if applicable, Section 1504.  Each copy shall
be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one such copy shall be
delivered to the Company and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the
ballots voted at the meeting.  Any record so signed and verified
shall be conclusive evidence of the matters therein stated.



          This Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed to
be an original, but all such counterparts shall together
constitute but one and the same Indenture.

          IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate
seals to be hereunto affixed and attested, all as of the day and
year first above written.

                              HEALTH AND REHABILITATION
                               PROPERTIES TRUST


                              By:___________________________
                                   Title:
[SEAL]

Attest:


____________________________
Title:


                              SHAWMUT BANK, N.A.


                              By:___________________________
                                   Title:

[SEAL]
Attest:


____________________________
Title:




COMMONWEALTH OF MASSACHUSETTS )
                                   ) ss:
COUNTY OF                     )

     On the ___________ day of ______________, 1994, before me
personally came ______________________, to me known, who, being
by me duly sworn, did depose and say that he/she is the
______________ of HEALTH AND REHABILITATION PROPERTIES TRUST, one
of the persons described in and which executed the foregoing
instrument; that he/she knows the seal of said trust; that the
seal affixed to said instrument is such seal; that it was so
affixed by authority of the Board of said trust, and that he/she
signed his/her name thereto by like authority.

[Notarial Seal]


                              _______________________
                              Notary Public
                              COMMISSION EXPIRES




COMMONWEALTH OF MASSACHUSETTS )
                                   ) ss:
COUNTY OF                          )

          On the ______ day of _____________, 1994, before me
personally came ________________, to me known, who, being by me
duly sworn, did depose and say that he/she is a _________________
of SHAWMUT BANK, N.A., one of the persons described in and which
executed the foregoing instrument; that he/she knows the seal of
said corporation; that the seal affixed to said instrument is
such seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he/she signed his/her
name thereto by likely authority.

[Notarial Seal]

                              ___________________________
                              Notary Public
                              COMMISSION EXPIRES


                            EXHIBIT A

                     FORMS OF CERTIFICATION


                           EXHIBIT A-1

       FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED
        TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST
               PAYABLE PRIOR TO THE EXCHANGE DATE


[Insert title or sufficient description of Securities to be
delivered]

          This is to certify that, as of the date hereof, and
except as set forth below, the above-captioned Securities held by
you for our account (i) are owned by person(s) that are not
citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the
income of which is subject to United States federal income
taxation regardless of its source ("United States person(s)"),
(ii) are owned by United States person(s) that are (a) foreign
branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations
Section 2.165-12(c)(1)(v) are herein referred to as "financial
institutions") purchasing for their own account or for resale, or
(b) United States person(s) who acquired the Securities through
foreign branches of United States financial institutions and who
hold the Securities through such United States financial
institutions on the date hereof (and in either case (a) or (b),
each such United States financial institutions hereby agrees, on
its own behalf or through its agent, that you may advise Health
and Rehabilitation Properties Trust or its agent that such
financial institutions will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the United States Internal
Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) are owned by United States or foreign
financial institution(s) for purposes of resale during the
restricted period (as defined in United States Treasury
Regulations Section 1.163-5(c)(1)(i)(D)(7), and, in addition, if
the owner is a United States or foreign financial institutions
described in clause (iii) above (whether or not also described in
clause (i) or (ii)), this is to further certify that such
financial institutions has not acquired the Securities for
purposes of resale directly or indirectly to a United States
person or to a person within the United States or its
possessions.

          As used herein, "United States" means the United States
of America (including the States and the District of Columbia);
and its "possessions" include Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern
Mariana Islands.

          We undertake to advise you promptly by tested telex on
or prior to the date on which you intend to submit your
certification relating to the above-captioned Securities held by
you for our account in accordance with your Operating Procedures
if any applicable statement herein is not correct on such date,
and in the absence of any such notification it may be assumed
that this certification applies as of such date.

          This certificate excepts and does not relate  to
(U.S.$) _______________ of such interest in the above-captioned
Securities in respect of which we are not able to certify and as
to which we understand an exchange for an interest in a Permanent
Global Security or an exchange for and delivery of definitive
Securities (or, if relevant, collection of any interest) cannot
be made until we do so certify.

          We understand that this certificate may be required in
connection with certain tax legislation in the United States.  If
administrative or legal proceedings are commenced or threatened
in connection with which this certificate is or would be
relevant, we irrevocably authorize you to produce this
certificate or a copy thereof to any interested party in such
proceedings.


Dated:                   , 19  
[To be dated no earlier than the 15th day prior
to (i) the Exchange Date or (ii) the relevant
Interest Payment Date occurring prior to the
Exchange Date, as applicable]

                                        [Name of Person Making
                                        Certification]


                                                                  
                                                
                                        (Authorized Signatory)
                                        Name:
                                        Title:


                           EXHIBIT A-2

          FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
        AND CEDEL S.A. IN CONNECTION WITH THE EXCHANGE OF
         A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO
       OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE

                           CERTIFICATE

[Insert title or sufficient description of Securities to be
delivered]

          This is to certify that, based solely on written
certifications that we have received in writing, by tested telex
or by electronic transmission from each of the persons appearing
in our records as persons entitled to a portion of the principal
amount set forth below (our "Member Organizations") substantially
in the form attached hereto, as of the date hereof, [U.S.$)       
               principal amount of the above-captioned Securities
(i) is owned by person(s) that are not citizens or residents of
the United States, domestic partnerships, domestic corporations
or any estate or trust the income of which is subject to United
States Federal income taxation regardless of its source ("United
States person(s)"), (ii) is owned by United States person(s) that
are (a) foreign branches of United States financial institutions
(financial institutions, as defined in U.S. Treasury Regulations
Section 1.165-12(c)(1)(v) are herein referred to as "financial
institutions") purchasing for their own account or for resale, or
(b) United States person(s) who acquired the Securities through
foreign branches of United States financial institutions and who
hold the Securities through such United States financial
institutions on the date hereof (and in either case (a) or (b),
each such financial institutions will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal
Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) is owned by United States or foreign
financial institution(s) for purposes of resale during the
restricted period (as defined in United States Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, to the further
effect, that financial institutions described in clause (iii)
above (whether or not also described in clause (i) or (ii)) have
certified that they have not acquired the Securities for purposes
of resale directly or indirectly to a United States person or to
a person within the United States or its possessions.

          As used herein, "United States" means the United States
of America (including the States and the District of Columbia);
and its "possessions" include Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern
Mariana Islands.

          We further certify that (i) we are not making available
herewith for exchange (or, if relevant, collection of any
interest) any portion of the temporary global Security
representing the above-captioned Securities excepted in the
above-referenced certificates of Member Organizations and (ii) as
of the date hereof we have not received any notification from any
of our Member Organizations to the effect that the statements
made by such Member Organizations with respect to any portion of
the part submitted herewith for exchange (or, if relevant,
collection of any interest) are no longer true and cannot be
relied upon as of the date hereof.

          We understand that this certification is required in
connection with certain tax legislation in the United States.  If
administrative or legal proceedings are commenced or threatened
in connection with which this certificate is or would be
relevant, we irrevocably authorize you to produce this
certificate or a copy thereof to any interested party in such
proceedings.


Date:                19  
[To be dated no earlier than the Exchange Date
or the relevant Interest Payment Date occurring
prior to the Exchange Date, as applicable]

                                   [Morgan Guaranty Trust Company 
                                     New York, Brussels Office,] 
                                        as Operator of the
                                        Euroclear System
                                   [Cedel S.A.]

EX-5.1

                                 SULLIVAN & WORCESTER
                                One Post Office Square
                             Boston, Massachusetts 02109









                                             June 2, 1994



          Health and Rehabilitation Properties Trust
          400 Centre Street
          Newton, MA  02158

          Ladies and Gentlemen:

               In connection with the registration by Health and
          Rehabilitation Properties Trust, a Maryland real estate
          investment trust (the "Company"), of up to $345,000,000 in
          aggregate amount of (i) one or more series of debt securities of
          the Company (the "Debt Securities"), (ii) one or more series of
          preferred shares of beneficial interest, $.01 par value, of the
          Company, (the "Preferred Shares"), (iii) common shares of
          beneficial interest, $.01 par value, of the Company, (the "Common
          Shares"), or (iv) warrants to purchase Common Shares (the "Common
          Warrants" and, together with the Debt Securities, Preferred
          Shares and Common Shares, the "Registered Securities"), for
          offering by the Company from time to time, as set forth in the
          prospectus which forms a part of the Registration Statement
          defined below (the "Prospectus"), and as to be set forth in one
          or more supplements to the Prospectus (each, a "Prospectus
          Supplement"), the following opinion is furnished to you to be
          filed with the Securities and Exchange Commission as Exhibit 5 to
          the Company's Registration Statement on Form S-3, File No. 33-
          53173 (the "Registration Statement"), under the Securities Act of
          1933, as amended (the "Act").





          Health and Rehabilitation Properties Trust
          June 2, 1994
          Page 2



               We assume that the issuance, sale, amount and terms of the
          Registered Securities to be offered from time to time will be
          authorized and determined by proper action of the Board of
          Trustees of the Company in accordance with the parameters
          described in the Registration Statement (each, a "Board Action")
          and in accordance with the Company's Declaration of Trust and
          applicable Maryland law.  We further assume that (i) any Debt
          Securities will be issued pursuant to an indenture to be dated as
          of June 1, 1994 (the "Indenture") between the Company and Shawmut
          Bank, N.A., as trustee (the "Trustee"), a form of which is filed
          as Exhibit 4.1 to the Registration Statement; and (ii) any Common
          Warrants will be issued under one or more common stock warrant
          agreements (each, a "Warrant Agreement"), each to be between the
          Company and a financial institution identified therein as warrant
          agent (each, a "Warrant Agent").

               We have acted as counsel for the Company in connection with
          the Registration Statement and we have examined originals or
          copies, certified or otherwise identified to our satisfaction, of
          the Registration Statement, the form of indenture filed as
          Exhibit 4.1 thereto, corporate records, certificates and
          statements of officers and accountants of the Company and of
          public officials, and such other documents as we have considered
          relevant and necessary in order to furnish the opinion
          hereinafter set forth.  Specifically, and without limiting the
          generality of the foregoing, we have reviewed the Registration
          Statement, the Prospectus, the Company's Declaration of Trust and
          the Company's By-Laws.

               We express no opinion herein as to the laws of any
          jurisdiction other than the Commonwealth of Massachusetts and the
          federal law of the United States.  Insofar as this opinion
          involves matters of Maryland law we have, with your permission
          relied solely on the opinion of Piper & Marbury, a copy of which
          is attached hereto.

               In addition, we express no opinion (i) as to provisions of
          the Indenture, any Supplemental Indenture and the Debt Securities
          providing for the payment of prepayment interest or premiums,
          default interest or premiums, late charges or similar payments in
          the event of an involuntary prepayment of principal under the
          Debt Securities or to the extent that a court may find,
          notwithstanding the statements to the contrary contained in the
          Indenture, Supplemental Indenture or Debt Securities, that such
          payments constitute a penalty; or (ii) with respect to whether
          acceleration of the Debt Securities may affect the collectibility
          of any portion of the stated principal amount thereof which might
          be determined to constitute unearned interest thereon.





          Health and Rehabilitation Properties Trust
          June 2, 1994
          Page 3



               Based on and subject to the foregoing, we are of the opinion
          that, as of the date hereof:

                    1.   The Indenture has been duly authorized, and when
               duly executed and delivered by the Company will be the valid
               and binding agreement of the Company, enforceable against
               the Company in accordance with its terms.

                    2.   When the Registration Statement has become
               effective under the Act and when the Debt Securities have
               been (a) duly established by the Indenture or any supplement
               thereto as provided in the Indenture (a "Supplemental
               Indenture"), (b) duly authenticated by the Trustee and duly
               authorized and established by the applicable Board Action,
               and (c) duly executed and delivered on behalf of the Company
               against payment therefor in accordance with the terms and
               provisions of such Board Action and underwriting agreement
               (if any), the Indenture and any applicable Supplemental
               Indenture and as contemplated by the Registration Statement
               and/or the applicable Prospectus Supplement, the Debt
               Securities will be duly authorized and will constitute valid
               and binding obligations of the Company, enforceable against
               the Company in accordance with their terms.

                    3.   When the Registration Statement has become
               effective under the Act and when a series of the Preferred
               Shares has been duly authorized and established in
               accordance with the applicable Board Action, the terms of
               the Company's Declaration of Trust and applicable law, and,
               upon issuance and delivery of certificates for shares of
               such series of Preferred Shares against payment therefor in
               the manner contemplated by the Registration Statement and/or
               the applicable Prospectus Supplement, the applicable Board
               Action and the applicable underwriting agreement (if any),
               the shares represented by such certificates will be duly
               authorized, validly issued, fully paid and non-assessable by
               the Company, with no personal liability attaching to the
               holders of such shares except as described in the
               Registration Statement under the caption "Description of
               Preferred Shares -- Limitation of Liability; Shareholder
               Liability."

                    4.   When the Registration Statement has become
               effective under the Act, upon due authorization by Board
               Action of an issuance of Common Shares, and upon issuance
               and delivery of certificates for Common Shares against
               payment therefor in the manner contemplated by such Board
               Action and an underwriting agreement (if any), the
               Registration Statement and/or the applicable Prospectus
               Supplement, the shares represented by such certificates will





          Health and Rehabilitation Properties Trust
          June 2, 1994
          Page 4



               be duly authorized, validly issued, fully paid and non-
               assessable by the Company, with no personal liability
               attaching to the holders of such shares except as described
               in the Company's Registration Statement on Form 8-A dated
               November 8, 1986, as amended by Form 8 dated July 30, 1991,
               and incorporated by reference into the Prospectus forming a
               part of the Registration Statement.

                    5.   When the Registration Statement has become
               effective under the Act and when the Common Warrants have
               been (a) duly established by the related Warrant Agreement,
               (b) duly authenticated by the Trustee and duly authorized
               and established by the applicable Board Action, and (c) duly
               executed and delivered on behalf of the Company against
               payment therefor in accordance with the terms and provisions
               of such Board Action and underwriting agreement (if any),
               the applicable Warrant Agreement and as contemplated by the
               Registration Statement and/or the applicable Prospectus
               Supplement, the Common Warrants will be duly authorized and
               will constitute valid and binding obligations of the
               Company, enforceable against the Company in accordance with
               their terms.

               Our opinions set forth above are subject to the following
          general qualifications:

                    a.   The obligations, rights and remedies of parties
               may be limited by (i) bankruptcy, insolvency, reor-
               ganization, fraudulent conveyance, marshalling, moratorium
               or other similar laws affecting generally the rights and
               remedies of creditors or the obligations of debtors, and
               (ii) general principles of equity (regardless of whether
               such enforcement is considered in a proceeding at law or in
               equity), including, without limitation, the discretion of
               any court of competent jurisdiction in granting specific
               performance or injunctive or other equitable relief;

                    b.   The enforcement of any rights or remedies is or
               may be subject to an implied duty on the part of the party
               seeking to enforce such rights to take action and make
               determinations on a reasonable basis and in good faith;

                    c.   We express no opinion as to the enforceability of
               prospective waivers of rights to notice or a hearing, or
               other rights granted by constitution or statute, powers of
               attorney, provisions purporting to relieve parties of the
               consequences of their own negligence or misconduct,
               provisions granting indemnity or rights of contribution,
               provisions purporting to establish evidentiary standards, or





          Health and Rehabilitation Properties Trust
          June 2, 1994
          Page 5



               provisions purporting to grant a right to the appointment of
               a receiver; and

                    d.   The enforceability of the Indenture and the
               Warrant Agreements may be limited by general principles of
               contract law which include (i) the unenforceability of
               provisions to the effect that provisions therein may only be
               amended or waived in writing to the extent that an oral
               agreement modifying such provisions has been entered into,
               (ii) the general rule that, where less than all of an
               agreement is enforceable, the balance is enforceable only
               when the unenforceable portion is not an essential part of
               the agreed exchange, and (iii) the exercise of judicial
               discretion regarding the determination of damages and
               entitlement to attorneys' fees and other costs.

               To the extent that the obligations of the Company under the
          Indenture may be dependent upon such matters, we assume for
          purposes of this opinion that the Trustee is duly organized,
          validly existing and in good standing under the laws of its
          jurisdiction of organization; that the Trustee is duly qualified
          to engage in the activities contemplated by the Indenture; that
          the Indenture has been duly authorized, executed and delivered by
          the Trustee and constitutes the legally valid and binding
          obligation of the Trustee enforceable against the Trustee in
          accordance with its terms; that the Trustee is in compliance,
          generally with respect to acting as a trustee under the
          Indenture, with all applicable laws and regulations; and that the
          Trustee has the requisite organizational and legal power and
          authority to perform its obligations under the Indenture.

               To the extent that the obligations of the Company under any
          Warrant Agreement may be dependent upon such matters, we assume
          for purposes of this opinion that the applicable Warrant Agent is
          duly organized, validly existing and in good standing under the
          laws of its jurisdiction of organization; that the Warrant Agent
          is duly qualified to engage in the activities contemplated by the
          Warrant Agreement; that the Warrant Agreement has been duly
          authorized, executed and delivered by the Warrant Agent and
          constitutes the legally valid and binding obligation of the
          Warrant Agent enforceable against the Warrant Agent in accordance
          with its terms; that the Warrant Agent is in compliance,
          generally with respect to acting as a Warrant Agent under the
          Warrant Agreement, with all applicable laws and regulations; and
          that the Warrant Agent has the requisite organizational and legal
          power and authority to perform its obligations under the Warrant
          Agreement.

               We hereby consent to the filing of this opinion as an
          exhibit to the Registration Statement and to the reference to our





          Health and Rehabilitation Properties Trust
          June 2, 1994
          Page 6



          firm in the Prospectuses forming a part of the Registration
          Statement.  In giving such consent, we do not thereby admit that
          we come within the category of persons whose consent is required
          under Section 7 of the Act or under the rules and regulations of
          the Securities and Exchange Commission promulgated thereunder.

                                             Very truly yours,



                                             SULLIVAN & WORCESTER

EX-5.2

                                   PIPER & MARBURY
                               36 South Charles Street
                            Baltimore, Maryland 21201-3010





                                             June 2, 1994



          Sullivan & Worcester
          One Post Office Square
          Boston, MA  02109

          Ladies and Gentlemen:

               In connection with the registration by Health and
          Rehabilitation Properties Trust, a Maryland real estate
          investment trust (the "Company"), of up to $345,000,000 in
          aggregate amount of (i) one or more series of debt securities of
          the Company (the "Debt Securities"), (ii) one or more series of
          preferred shares of beneficial interest, $.01 par value, of the
          Company, (the "Preferred Shares"), (iii) common shares of
          beneficial interest, $.01 par value, of the Company, (the "Common
          Shares"), or (iv) warrants to purchase Common Shares (the "Common
          Warrants" and, together with the Debt Securities, Preferred
          Shares and Common Shares, the "Registered Securities"), for
          offering by the Company from time to time, as set forth in the
          prospectus which forms a part of the Registration Statement
          defined below (the "Prospectus"), and as to be set forth in one
          or more supplements to the Prospectus (each, a "Prospectus
          Supplement"), the following opinion is furnished to you to be
          filed with the Securities and Exchange Commission as Exhibit 5.2
          to the Company's Registration Statement on Form S-3, File No. 33-
          53173 (the "Registration Statement"), under the Securities Act of
          1933, as amended (the "Act").

               We assume that the issuance, sale, amount and terms of the
          Registered Securities to be offered from time to time will be
          authorized and determined by proper action of the Board of
          Trustees of the Company in accordance with the parameters
          described in the Registration Statement (each, a "Board Action")
          and in accordance with the Company's Declaration of Trust and
          applicable Maryland law.  We further assume that (i) any Debt
          Securities will be issued pursuant to the indenture, a form of
          which is filed as Exhibit 4.1 to the Registration Statement (the
          "Indenture") between the Company and Shawmut Bank, N.A., as 





          Sullivan & Worcester
          June 2, 1994
          Page 2



          trustee (the "Trustee"); (ii) prior to the issuance of any
          Preferred Shares, Common Shares or Common Warrants, there will
          exist, under the Declaration of Trust of the Company, the
          requisite number of authorized but unissued Preferred Shares or
          Common Shares, as the case may be; and (iii) any Common Warrants
          will be issued under one or more common stock warrant agreements
          (each, a "Warrant Agreement"), each to be between the Company and
          a financial institution identified therein as warrant agent
          (each, a "Warrant Agent").

               We have acted as special Maryland counsel for the Company in
          connection with the Registration Statement and we have examined
          originals or copies, certified or otherwise identified to our
          satisfaction, of the Registration Statement, as amended, the
          Prospectus, the Company's Registration Statement on Form 8-A
          dated November 8, 1986, as amended by Form 8 dated July 30, 1991,
          the Company's Declaration of Trust, the Company's By-Laws, the
          Indenture,resolutions of the Board of Trustees adopted by
          unanimous written consent dated April 10, 1994, a Certificate of
          the Executive Vice President, Chief Financial Officer and
          Secretary of the Company dated the date hereof, a Certificate of
          Good Standing dated June 1, 1994 and issued by the Maryland State
          Department of Assessments and Taxation, and such other documents
          as we have considered relevant and necessary in order to furnish
          the opinion hereinafter set forth.

               The opinions expressed below are limited to the law of
          Maryland.  To the extent that the Indenture is governed by the
          law of a jurisdiction other than Maryland, we have assumed that
          the laws of such jurisdiction are the same as the law of
          Maryland.

               In addition, we express no opinion (i) as to provisions of
          the Indenture, any supplement thereto as provided in the
          Indenture (a "Supplemental Indenture") and the Debt Securities
          providing for the payment of prepayment interest or premiums,
          default interest or premiums, late charges or similar payments in
          the event of an involuntary prepayment of principal under the
          Debt Securities or to the extent that a court may find,
          notwithstanding the statements to the contrary contained in the
          Indenture, any Supplemental Indenture or Debt Securities, that
          such payments constitute a penalty; or (ii) with respect to
          whether acceleration of the Debt Securities may affect the
          collectibility of any portion of the stated principal amount
          thereof which might be determined to constitute unearned interest
          thereon.

               Based on and subject to the foregoing, we are of the opinion
          that, as of the date hereof:





          Sullivan & Worcester
          June 2, 1994
          Page 3



                    1.   The Indenture has been duly authorized by all
               necessary action of the Board of Trustees of the Company.

                    2.   When the Registration Statement has become
               effective under the Act and when the Debt Securities have
               been (a) duly established by the Indenture or a Supplemental
               Indenture, (b) duly authenticated by the Trustee and duly
               authorized and established by the applicable Board Action,
               and (c) duly executed and delivered on behalf of the Company
               against payment therefor in accordance with the terms and
               provisions of such Board Action and underwriting agreement
               (if any), the Indenture and any applicable Supplemental
               Indenture and as contemplated by the Registration Statement
               or the applicable Prospectus Supplement, the Debt Securities
               will be duly authorized and will constitute valid
               obligations of the Company.

                    3.   When the Registration Statement has become
               effective under the Act and when a series of the Preferred
               Shares has been duly authorized and established in
               accordance with the applicable Board Action, the terms of
               the Company's Declaration of Trust and applicable law, and,
               upon issuance and delivery of certificates for shares of
               such series of Preferred Shares against payment therefor in
               the manner contemplated by the Registration Statement or the
               applicable Prospectus Supplement, the applicable Board
               Action and the applicable underwriting agreement (if any),
               the shares represented by such certificates will be duly
               authorized, validly issued, fully paid and non-assessable by
               the Company, with no personal liability attaching to the
               holders of such shares except as described in the
               Registration Statement under the caption "Description of
               Preferred Shares -- Limitation of Liability; Shareholder
               Liability."

                    4.   When the Registration Statement has become
               effective under the Act, upon due authorization by Board
               Action of an issuance of Common Shares, and upon issuance
               and delivery of certificates for Common Shares against
               payment therefor in the manner contemplated by such Board
               Action and an underwriting agreement (if any), the
               Registration Statement or the applicable Prospectus
               Supplement, the shares represented by such certificates will
               be duly authorized, validly issued, fully paid and non-
               assessable by the Company, with no personal liability
               attaching to the holders of such shares except as described
               in the Company's Registration Statement on Form 8-A dated
               November 8, 1986, as amended by Form 8 dated July 30, 1991,
               and incorporated by reference into the Prospectus forming a
               part of the Registration Statement.





          Sullivan & Worcester
          June 2, 1994
          Page 4



                    5.   When the Registration Statement has become
               effective under the Act and when the Common Warrants have
               been (a) duly established by the related Warrant Agreement,
               (b) duly authenticated by the Trustee and duly authorized
               and established by the applicable Board Action, and (c) duly
               executed and delivered on behalf of the Company against
               payment therefor in accordance with the terms and provisions
               of the applicable Board Action and underwriting agreement
               (if any), the applicable Warrant Agreement and as
               contemplated by the Registration Statement or the applicable
               Prospectus Supplement, the Common Warrants will be duly
               authorized and will constitute valid obligations of the
               Company.

               To the extent that the obligations of the Company under the
          Indenture may be dependent upon such matters, we assume for
          purposes of this opinion that the Trustee is duly organized,
          validly existing and in good standing under the laws of its
          jurisdiction of organization; that the Trustee is duly qualified
          to engage in the activities contemplated by the Indenture; that
          the Indenture has been duly authorized, executed and delivered by
          the Trustee and constitutes the legally valid and binding
          obligation of the Trustee enforceable against the Trustee in
          accordance with its terms; that the Trustee is in compliance,
          generally, with respect to acting as a trustee under the
          Indenture, with all applicable laws and regulations; and that the
          Trustee has the requisite organizational and legal power and
          authority to perform its obligations under the Indenture.

               To the extent that the obligations of the Company under any
          Warrant Agreement may be dependent upon such matters, we assume
          for purposes of this opinion that the applicable Warrant Agent is
          duly organized, validly existing and in good standing under the
          laws of its jurisdiction of organization; that the Warrant Agent
          is duly qualified to engage in the activities contemplated by the
          Warrant Agreement; that the Warrant Agreement has been duly
          authorized, executed and delivered by the Warrant Agent and
          constitutes the legally valid and binding obligation of the
          Warrant Agent enforceable against the Warrant Agent in accordance
          with its terms; that the Warrant Agent is in compliance,
          generally with respect to acting as a Warrant Agent under the
          Warrant Agreement, with all applicable laws and regulations; and
          that the Warrant Agent has the requisite organization and legal
          power and authority to perform its obligations under the Warrant
          Agreement.

               All of the foregoing opinions are rendered as of the date
          hereof.  We assume no obligation to update such opinions to
          reflect any facts or circumstances which may hereafter come to
          our attention or changes in the law which may hereafter occur.





          Sullivan & Worcester
          June 2, 1994
          Page 5



               We hereby consent to the filing of this opinion as an
          exhibit to the Registration Statement and to the reference to our
          firm in the Prospectus forming a part of the Registration
          Statement.  In giving such consent, we do not thereby admit that
          we come within the category of persons whose consent is required
          under Section 7 of the Act or under the rules and regulations of
          the Securities and Exchange Commission promulgated thereunder.

                                             Very truly yours,



                                             PIPER & MARBURY

EX-8

                                 SULLIVAN & WORCESTER
                                One Post Office Square
                             Boston, Massachusetts 02109






                                             June 2, 1994



          Health and Rehabilitation Properties Trust
          400 Centre Street
          Newton, MA  02158

          Ladies and Gentlemen:

               In connection with the registration by Health and
          Rehabilitation Properties Trust, a Maryland real estate
          investment trust (the "Company") of up to $345,000,000 in
          aggregate offering price of (i) one or more series of debt
          securities, (ii) one or more series of preferred shares of
          beneficial interest, $.01 par value, of the Company ("Preferred
          Shares"), (iii) common shares of beneficial interest, $.01 par
          value, of the Company ("Common Shares"), or (iv) warrants to
          purchase Common Shares ("Common Warrants") for offering by the
          Company from time to time, as set forth in the prospectus
          contained in the Registration Statement defined below (the
          "Prospectus") and as to be set forth in one or more supplements
          to the Prospectus, the following opinion is furnished to you to
          be filed with the Securities and Exchange Commission as Exhibit 8
          to the Company's Registration Statement on Form S-3, File No. 33-
          53173 (the "Registration Statement"), under the Securities Act of
          1933, as amended (the "Act").

               We have acted as counsel for the Company in connection with
          the Registration Statement and we have examined originals or
          copies, certified or otherwise identified to our satisfaction, of
          the Registration Statement, corporate records, certificates and
          statements of officers and accountants of the Company and of 




          Health and Rehabilitation Properties Trust
          June 2, 1994
          Page 2


          public officials, and such other documents as we have considered
          relevant and necessary in order to furnish the opinion
          hereinafter set forth.  Specifically, and without limiting the
          generality of the foregoing, we have reviewed the Registration
          Statement and the Prospectus and the Company's Declaration of
          Trust and By-Laws.  We have reviewed the sections in the
          Company's Annual Report on Form 10-K for the year ended December
          31, 1993, as amended (the "Form 10-K"), captioned "Federal Income
          Tax Considerations" and "ERISA Plans, Keogh Plans and Individual
          Retirement Accounts", which are incorporated into the
          Registration Statement by reference, and we have prepared the
          opinions of counsel referred to in such sections.  With respect
          to all questions of fact on which such opinions are based, we
          have assumed the accuracy and completeness of and have relied on
          the information set forth in the Prospectus and in the documents
          incorporated therein by reference, and on representations made to
          us by officers of the Company and the Trustees.  We have not
          independently verified such information; nothing has come to our
          attention, however, which would lead us to believe that we are
          not entitled to rely on such information.

               The opinion set forth below is based upon the Internal
          Revenue Code of 1986, as amended, the Treasury Regulations issued
          thereunder, administrative interpretations thereof and judicial
          decisions with respect thereto, all as of the date hereof
          (collectively the "Tax Laws") and upon the Employee Retirement
          Income Security Act of 1974, as amended, the Department of Labor
          regulations issued thereunder, administrative interpretations
          thereof and judicial decisions with respect thereto, all as of
          the date hereof (collectively, the "ERISA Laws").  No assurance
          can be given that the Tax Laws or the ERISA Laws will not change. 
          In rendering the opinions set forth in the Form 10-K which are
          incorporated by reference into the Prospectus, we have made
          certain assumptions and expressed certain conditions and
          qualifications, all of which assumptions, conditions and
          qualifications are incorporated herein by reference.  We have
          also assumed with your permission that the closing of the
          purchase and sale of any Preferred Shares, Common Shares or
          Common Warrants (collectively, the "Offered Securities") will
          occur as described in the Prospectus and/or the applicable
          Prospectus supplement.

               Based upon and subject to the foregoing, we are of the
          opinion that the discussions with respect to federal income tax
          matters in the sections of the Form 10-K captioned "Federal
          Income Tax Considerations" and "ERISA Plans, Keogh Plans and
          Individual Retirement Accounts", in all material respects are
          accurate and fairly summarize the federal income tax issues and
          ERISA Laws issues which are material to an investment in any
          Offered Securities, and hereby confirm that the opinions of
          counsel referred to in said sections represent our opinions on
          the subject matter thereof.




          Health and Rehabilitation Properties Trust
          June 2, 1994
          Page 3


               We hereby consent to the filing of this opinion as an
          exhibit to the Registration Statement and to the reference to our
          firm in the Prospectus forming a part of the Registration
          Statement.  In giving such consent, we do not thereby admit that
          we come within the category of persons whose consent is required
          under Section 7 of the Act or under the rules and regulations of
          the Securities and Exchange Commission promulgated thereunder.

                                             Very truly yours,



                                             SULLIVAN & WORCESTER

EX-12

EXHIBIT 12 - COMPUTATION OF RATIOS



                             HEALTH AND REHABILITATION PROPERTIES TRUST
                                           (In thousands)

                                                                                               QUARTER
                                                                                                 ENDED
                                                     YEAR ENDED DECEMBER 31,                   MARCH 31,
                                           1989         1990       1991        1992     1993     1994
                                                                              

EARNINGS:
INCOME BEFORE EXTRAORDINARY ITEM           $7,900     $ 14,280    $22,079   $ 27,243  $ 37,738  $  12,650
ADJUSTMENT FOR FIXED CHARGES                9,930        9,997     12,305     10,419     6,529      1,474
                                         --------     --------   --------   --------   -------  ---------
       TOTAL EARNINGS                    $ 17,830     $ 24,277   $ 34,384   $ 37,662  $ 44,267  $  14,124

FIXED CHARGES
INTEREST EXPENSE:                         $ 9,554      $ 9,511   $ 11,741     $9,466   $ 6,217  $   1,259
AMORTIZATION                                  376          486        564        953       312        215
                                          -------      -------   --------    -------   -------  --------- 
       TOTAL FIXED CHARGES                $ 9,930      $ 9,997   $ 12,305   $ 10,419   $ 6,529  $   1,474 

RATIO OF EARNINGS TO FIXED CHARGES           1.8x         2.4x       2.8x       3.6x      6.8x       9.6X

EX-23.1

         CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS


     We consent to the reference to our firm under the caption
"Experts" in Amendment No. 1 to the Registration Statement (Form
S-3, No. 33-53173) and related Prospectus of Health and
Rehabilitation Properties Trust for the registration of
$345,000,000 of debt securities, preferred shares of beneficial
interest, common shares of beneficial interest and common share
warrants and to the incorporation by reference therein of (a) our
report dated February 11, 1994 with respect to the financial
statements and schedules of Health and Rehabilitation Properties
Trust included in its Annual Report (Form 10-K) for the year
ended December 31, 1993, (b) our report dated December 30, 1993
with respect to the consolidated financial statements and
schedules of Greenery Rehabilitation Group, Inc. included in
Greenery's Annual Report (Form 10-K) for the year ended September
30, 1993, and (c) our report dated March 4, 1994 with respect to
the consolidated financial statements and schedules of GranCare,
Inc. including in GranCare's Annual Report (Form 10-K) for the
year ended December 31, 1993, all filed with the Securities and
Exchange Commission.


                                   Ernst & Young


Boston, Massachusetts
June 1, 1994

EX-23.2

            CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


     As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated July 23, 1993 (except with respect to the matters
discussed in Note 15, as to which the date is August 2, 1993),
included in Horizon Healthcare Corporation's Form 10-K/A-
Amendment No. 3 for the year ended May 31, 1993, dated October 5,
1993, and to all references to our Firm included in this
registration statement.


                                   Arthur Andersen & Co.


Albuquerque, New Mexico
June 1, 1994


            CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


     As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement (file
number 33-53173) of our report dated January 28, 1994 included in
the Marriott International, Inc. Form 10-K for the year ended
December 31, 1993 and to all references to our Firm included in
this registration statement.


                                   Arthur Andersen & Co.


Washington, D.C.
May 31, 1994

EX-23.3

                  INDEPENDENT AUDITORS' CONSENT


The Board of Directors and Stockholders
    Horizon Healthcare Corporation


     We consent to the use of our report incorporated herein by
reference and to the reference to our firm under the heading
"Experts" in the prospectus.


                                   KPMG Peat Marwick


Albuquerque, New Mexico
June 1, 1994

EX-25

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of a Trustee
Pursuant to Section 305(b) (2) 



SHAWMUT BANK, N.A.
(Exact name of trustee as specified in its charter)

U.S. NATIONAL BANK
(Jurisdiction of incorporation or organization
if not a U.S. national bank)

04-1654298
(I.R.S. employer identification no.)

One Federal Street, Boston, Massachusetts 02211
(Address of trustee's principal executive offices) (Zip Code)

Not Applicable
(Name, address and telephone number of agent for service)



Health and Rehabilitation Properties Trust
(Exact name of obligor as specified in its charter)

Maryland                                       04-6558834
(State or other jurisdiction                   (I.R.S. employer 
of incorporation or organization)              identification no.)
       
400 Centre Street
Newton, Massachusetts                                          02158
(Address of principal executive offices)                     (Zip code)


 UNSECURED DEBT SECURITIES
(Title of the indenture securities)


SIGNATURE


Pursuant to the requirements of the Trust Indenture Act of 1939,
the trustee, Shawmut Bank, N.A., a national banking association
incorporated and existing under the laws of the United States,
has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized all in the
City of Boston, and Commonwealth of Massachusetts on the 31st day
of May, 1994.


                                  SHAWMUT BANK, N.A.


                                        /s/ Robert L. Bice, II

                                  By:________________________________
                                      Name: Robert L. Bice, II
                                      Title: Assistant Vice President




NOTES


1.     Inasmuch of this Form T-1 is filed prior to the
ascertainment by the trustee of all facts on which to base
responsive answers to Item 2, the answers to said Item based on
incomplete information.

2.     Item 2 may, however, be considered as correct unless amended
by an amendment to this Form T-1.




Item 1.      General Information.

       Furnish the following information as to the trustee:

       (a)  Name and Address of each examining or supervising
             authority to which it is subject.

                    Comptroller of the Currency, Washington, D.C.

                    Board of Governors of the Federal Reserve
                    System, Washington, D.C.

                    Federal Deposit Insurance Corporation,
                    Washington, D.C.

       (b)   Whether it is authorized to exercise corporate trust
             powers.

                    Yes.

Item 2.      Affiliations with Obligor.

       If the obligor is an affiliate of the trustee, describe each
such affiliation.

                    None.

Items 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and have have been
omitted pursuant to General Instruction B.

Item 16.     List of Exhibits.

       List below all exhibits filed as part of this statement of
eligibility and qualification.

1.*    A copy of the articles of association of the trustee as now
in effect.  (See Exhibit 25B, Registration Statement No. 33-
50877).

2.*    A copy of the certificate of authority to the trustee to
commence business.  (See Exhibit 25B Registration Statement No.
33-50877).

3.*    A copy of the authorization of the trustee to exercise
corporate trust powers. (See Exhibit 25B Registration Statement
No. 33-50877).

4.*    A copy of the bylaws of the trustee as now in effect. (See
Exhibit 25B, Registration Statement No. 33-50877).

5.     Not applicable.

6.     Consent of the trustee required by Section 321 (b) of the
       Trust Indenture Act of 1939.

7.     A copy of the latest report of condition of the trustee
       published pursuant to law or the requirements of its 
       supervising or examining authority.

                                  

  *    The Exhibits thus designated are incorporated herein by
reference.  Following the description of such Exhibits is a
reference to the copy of the Exhibit heretofore filed with the
Securities and Exchange Commission, to which there have been no
amendments or changes.



EXHIBIT 6
CONSENT OF TRUSTEE

       Pursuant to the requirements of Section 321 (b) of the Trust
Indenture Act of 1939 in connection with the COMMON SHARES OF
BENEFICIAL INTEREST of Health and Rehabilitation Trust, Shawmut
Bank, N.A., hereby consents that reports of examinations of
federal, state , territorial or district authorities may be
furnished by such authorities to the Securities and Exchange
Commission upon request therefor.

                                  SHAWMUT BANK, N.A.



                                        /s/ Robert L. Bice, II

                                  By:______________________________
                                      Name: Robert L. Bice, II
                                     Title: Assistant Vice President






Dated:  May 31, 1994



Legal Title of Bank:  SHAWMUT BANK, NATIONAL ASSOCIATION  CALL
DATE:  12/31/93 ST-BK: 25-0535 FFIEC 031
Address:         ONE FEDERAL STREET                                     
Page RC-1
City, State, Zip:              BOSTON, MA 02211
FDIC Certificate No: 19429


Consolidated Report of Conditon for Insured Commercial
and State-Chartered Savings Banks for December 31, 1993

All schedules are to be reported in thousands of dollars.  Unless
otherwise indicated, report the amount outstanding as of the last
business day of the quarter.


Schedule RC -- Balance Sheet
                                                                                                  C400

                   Dollar Amounts in Thousands                                       RCFD Bil Mil Thou
                                                                                

ASSETS                                                                              //// /////////////
1.     Cash and balances due from                                                   //// /////////////
       depository institutions (from                                                //// /////////////
       Schedule RC-A):                                                              //// /////////////
       a.     Non interest-bearing balances and currency and                        //// /////////////
              coin (1)...........................................                   0081       800,417
       b.     Interest-bearing balances (2)......................                   0071            21
2.     Securities (from Schedule RC-B)..........................                    0390     3,918,585
3.     Federal funds sold and securities purchased under                            //// /////////////
       agreements to resell in domestic offices of                                  //// /////////////
       the bank and of its Edge and Agreement subsidiaries,                         //// /////////////
       and in IBFs:                                                                 0276        67,500
       a.     Federal funds sold.................................                   0277        25,000
       b.     Securities purchased under agreements to resell....                   //// /////////////
4.     Loans and Lease                    RCFD 2122     7,611,931                   //// /////////////
       financing receivables:                                                       //// /////////////
       a.     Loans and                   RCFD 3123       282,100                   //// /////////////
       Leases, net of unearned                                                      //// /////////////
              income (from                RCFD 3128             0                   //// /////////////
              Schedule RC-C)..                                                      //// /////////////
       b.     LESS:  Allowance for Loan and Lease                                   2125     7,329,831
              Losses..............................................                  2146        19,625
       c.     LESS:  Allocated transfer risk......................                  2145       111,656
              reserve.............................................                  2150        19,723
       d.     Loans and Leases, net of unearned                                     //////////////////
              income, allowance, and reserve                                        //// /////////////
              (item  4.a minus 4.b and 4.c)......................                   2130             0
5.     Assets held in trading accounts...........................                   2155        24,187
6.     Premises and fixed assets (including                                         //// /////////////
       capitalized Leases).......................................                   2143        26,479
7.     Other real estate owned (from Schedule                                       //// /////////////
       RC-M).....................................................                   2160       541,324
8.     Investments in unconsolidated subsidiaries                                   //// /////////////
       and associated companies (from Schedule RC-M).............                   2170    12,884,366
9.     Customers' Liability to this bank on acceptances                             //// /////////////
       outstanding...............................................                   //// /////////////
10.    Intangible assets (from Schedule RC-M)....................                   //// /////////////
11.    Other assets (from Schedule RC-F).........................                   //// /////////////
12.    Total assets (sum of items 1 through 11)..................                   //// /////////////

(1)    Includes cash items in process of collection
       and unposted debit.
(2)    Includes time certificates of deposit not
       held in trading accounts.

S:REPORT2 

Title of Bank:  SHAWMUT BANK, NATIONAL ASSOCIATION  
CALL DATE:  12/31/93 ST-BK: 25-0535
FFIEC 031
Address:          ONE FEDERAL STREET                               Page RC-2
City, State, Zip:       BOSTON, MA 02211
Certificate No: 19429



Schedule RC--Continued                                                         ///////// Bil Mill Thou

                                 Dollar Amounts in Thousands                   ///////// /////////////
                                                                             
LIABILITIES                                                                    ///////// /////////////
13.    Deposits:                                                               ///////// /////////////
       a.     In domestic offices                                              RCON 2200     7,225,268
              (sum of totals of columns                                        ///////// /////////////
              A & C from Schedule                                              ///////// /////////////
              RC-E, part 1)....                                                ///////// /////////////
              (1)    Noninterest-bearing (1)...    RCON 6631    2,012,059      ///////// /////////////
              (2)    Interest-bearing..........    RCON 6636    5,213,209      ///////// /////////////
       b.     In foreign offices, Edge and Apartment                           RCFN 2200       260,476
              Subsidiaries, and IBFs (from Schedule                            ///////// /////////////
              RC-E, part II)..........................................         /////////       260,476
              (1)    Noninterest-bearing           RCFN 6631            0      ///////// /////////////
              (2)    Interest-bearing              RCFN 6636      260,476      ///////// /////////////
       14.    Federal funds purchased and securities                           ///////// /////////////
              sold under agreements to repurchase in                           ///////// /////////////
              domestic offices of the bank and of its                          ///////// /////////////
              Edge and Agreement subsidiaries, and in                          ///////// /////////////
              IBFs:                                                            RCFD 0278     1,174,490
              (a)    Federal funds purchased.........................          RCFD 0279     1,741,407
              (b)    Securities sold under agreement                           ///////// /////////////
                     to repurchase...................................          RCON 2840       199,997
15.    Demand notes issued to the U.S. Treasury.....................           RCFD 2850     1,144,323
16.    Other borrowed money.........................................           RCFD 2910             0
17.    Mortgage indebtedness & obligations under capitalized                   ///////// /////////////
       leases.......................................................           RCFD 2920        24,187
18.    Bank's liability on acceptance executed and outstanding......           RCFD 3200        39,680
19.    Subordinated notes and debentures............................           RCFD 2930        89,944
20.    Other liabilities (from Schedule RC-G).......................           RCFD 2948    11,899,772
21.    Total liabilities (sum of items 13 through 20)...............           ///////// /////////////
                                                                               RCFD 3282             0
22.    Limited-Life preferred stock and related surplus.............           ///////// /////////////
EQUITY CAPITAL                                                                 RCFD 3838             0
23.    Perpetual preferred stock and related surplus................           RCFD 3830        14,476
24.    Common stock.................................................           RCFD 3839       500,558
25.    Surplus (exclude all surplus related to
       preferred stock).............................................           RCFD 3632       460,051
26.    a. Undivided profits and capital reservers...................           RCFD 0297       (9,509)
              b.  LESS:  Net unrealized loss                                   ///////// /////////////
              on marketable equity securities.......................           RCFD 3284             0
27.    Cumulative foreign currency translation adjustments..........           RCFD 3210       984,594
28.    Total equity capital (sum of items 23 through 27)............           ///////// /////////////
29.    Total liabilities, limited-life preferred stock, and equity             ///////// /////////////
       capital (sum of items 21, 22 and 28).........................           RCFD 3300    12,884,366



Memorandum
To be reported only with the March Report of Condition.
       1.     Indicate in the box at the right the number of the statement below that best describes
              the most comprehensive level of auditing work performed for the bank by independent
              external Number auditors as of any date
              during 1992. . . . . . . . . . . . . . . . . . . . . .  RCFD 6724 N/A M.1
                                                        

      1=  Independent audit of the bank            4= Directors' examination of the
      conducted in accordance with generally          bank performed by external
      accepted auditing standards by                  auditors (may be required by
      a certified public accounting firm which        state chartering authority)
      submits a report on the bank.                5= Review of the bank's financial
      2=  Independent audit of the                    statements by external auditors
          bank's parent holding company            6= Compilation of the bank's
          conducted in accordance with                financial statements by external
          generally accepted auditing                 auditors
          standards by a certified public          7= Other audit procedures (excluding
          accounting firm which submits               tax preparation work)
          a report on the consolidated             8= No external audit work
          holding company (but not on the
          bank separately)
      3=  Directors' examination of the
          bank conducted in accordance
          with generally accepted
          auditing standards by a
          certified public accounting firm
          (may be required by state
          chartering authority)

       (1) Includes total demand deposits and noninterest-bearing time and saving deposits.

S:REPORT2