8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    ---------



                                    FORM 8-K




                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) of the

                         SECURITIES EXCHANGE ACT OF 1934





       Date of Report (Date of earliest event reported); December 11, 1995





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



       Maryland                  1-9317                     04-6558834
  (State or other           (Commission file              (IRS employer
   jurisdiction of                number)               identification no.)
   incorporation)



       400 Centre Street, Newton, Massachusetts                02158
       (Address of principal executive offices)             (Zip code)



        Registrant's telephone number, including area code: 617-332-3990





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


(c) Exhibits.


    8(a)      Opinion of Sullivan & Worcester, a Registered Limited Liability 
              Partnership, as to certain tax matters.

    23(a)     Consent of Arthur Andersen LLP (relating to financial statements 
              of Marriott International, Inc.).

    23(b)     Consent of Arthur Andersen LLP (relating to financial statements
              of Horizon/CMS Healthcare Corp.).

    23(c)     Consent of Ernst & Young LLP (relating to financial statements of
              GranCare, Inc.).




                                   SIGNATURES

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

                                  HEALTH AND RETIREMENT PROPERTIES TRUST



                                  By:  /s/ David J. Hegarty
                                       David J. Hegarty
                                       President and Chief Operating Officer

Date:  December 11, 1995

EX-8.A

                              SULLIVAN & WORCESTER
                             One Post Office Square
                           Boston, Massachusetts 02109




                                             September 22, 1995





Health and Retirement Properties Trust
400 Centre Street
Newton, Massachusetts 02158

Ladies and Gentlemen:

         In  connection  with the  registration  by  Health  and  Rehabilitation
Properties  Trust, a Maryland real estate  investment trust (the "Company"),  of
2,791,416 Common Shares of Beneficial  Interest,  $.01 per share, of the Company
(the "Shares"),  the following  opinion is furnished to you to be filed with the
Securities  and Exchange  Commission  (the  "SEC")as  Exhibit 8 to the Company's
Registration  Statement  on Form  S-3,  File  No.  33-62135  (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  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  Amendment No. 1 to the Registration  Statement dated September
25, 1995 and the prospectus  dated September 25, 1995 (the  "Prospectus")  which
forms a part of the Registration  Statement,  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, 1994,  as amended (the "Form  10-K"),
captioned "Federal Income Tax  Considerations" and "ERISA Plans, Keogh Plans and
Individual  Retirement  Accounts,"  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 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.





Health and Retirement Properties Trust
September 22, 1995
Page 2


         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.

         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 the  Shares,  and hereby  confirm  that the
opinions of counsel  referred to in said sections  represent our opinions on the
subject matter thereof.

         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
SEC promulgated thereunder.

                                             Very truly yours,

                                             /s/ Sullivan & Worcester

                                             SULLIVAN & WORCESTER

EX-23.A

                                                                 Exhibit 23 (a)


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


         As   independent   public   accountants,   we  hereby  consent  to  the
incorporation by reference in the Company's registration statement of our report
dated January 27, 1995 included in the Marriott International,  Inc.'s Form 10-K
for the year ended  December 30, 1994 and to all references to our Firm included
in the registration statement.


                                                 /s/ ARTHUR ANDERSON LLP
                                                 ARTHUR ANDERSEN LLP

Washington, D.C.
Decmeber 11, 1995


                                                        

EX-23.B

   
                                                                Exhibit 23 (b)


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


     As independent public  accountants,  we hereby consent to the incorporation
by  reference  of our  report  dated  July  21,  1995  included  in  Horizon/CMS
Healthcare  Corporation's  current  report on Form 8-K, dated November 21, 1995,
into Health and Retirement  Properties  Trust's  previously  filed  Registration
Statement File #33-53173.
                                              /s/ ARTHUR ANDERSEN LLP
                                              ARTHUR ANDERSEN LLP

Albuquerque, New Mexico
December 11, 1995

    

EX-23.C

                                                             Exhibit 23 (c)


               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

         We consent to the reference to our firm under the caption "Experts" and
to the  incorporation by reference in the Registration  Statement (Form S-3 Reg.
No.  33-53173)  of Health and  Retirement  Properties  Trust of our report dated
February  21, 1995 with respect to the  consolidated  financial  statements  and
schedules of GranCare,  Inc.  included in GranCare  Inc.'s  Annual  Report (Form
10-K) for the year ended  December 31, 1994,  all filed with the  Securities and
Exchange Commission.


                                                       /s/ ERNST & YOUNG LLP
                                                       ERNST & YOUNG LLP
Boston, Massachusetts
December 11, 1995