Filed Pursuant to Rule 424(b)(3)
                                                              File No. 333-47815

PROSPECTUS SUPPLEMENT
(To Prospectus Dated May 6, 1998)

                                2,612,806 Shares
                              HRPT Properties Trust
           (formerly known as Health and Retirement Properties Trust)
                      Common Shares of Beneficial Interest
                             ----------------------

         Effective July 1, 1998,  the name of Health and  Retirement  Properties
Trust (the  "Company")  was changed to "HRPT  Properties  Trust".  The Company's
trading symbol on the New York Stock Exchange, "HRP", remains unchanged.

         The Prospectus dated May 6, 1998 of the Company is hereby  supplemented
by amending and restating the section  entitled  "Selling  Shareholders"  in its
entirety as follows:

                              SELLING SHAREHOLDERS

         The following  table sets forth certain  information  as of May 8, 1998
with respect to the number of Common Shares  beneficially  owned by each Selling
Shareholder  prior to the offering and the maximum number of Common Shares being
offered  hereby.  Because the Selling  Shareholders  may offer all, a portion or
none of the Common Shares offered pursuant to this  Prospectus,  no estimate can
be given as to the  number of Common  Shares  that will be held by each  Selling
Shareholder upon termination of the offering. See "Plan of Distribution." To the
extent  required,  the  names  of  any  agent,  dealer,  broker  or  underwriter
participating  in any such sales and any applicable  commission or discount with
respect to the sale will be set forth in a supplement  to this  Prospectus.  The
Common Shares  offered by means of this  Prospectus  may be offered from time to
time by the Selling Shareholders named in the following table:


                                                        Number of Common Shares           Maximum Number of
                                                    Beneficially Owned Prior to the      Common Shares Being
Name of Selling Shareholder                                    Offering                        Offered
- ------------------------------------------------- -----------------------------------  ----------------------
                                                                                     

Government Property Investors, Inc.                             294,589                         42,590
("GPI") (1)(2)
The 1818 Fund II, L.P. ("The 1818 Fund")                      1,934,923                      1,934,923
(1)(3)
Other Selling Shareholders (4)                                  635,293                        635,293


(1)  The 1818 Fund and Rosecliff Realty, L.P. ("RRLP"), collectively, own substantially all of the outstanding
     capital stock of GPI. In addition, pursuant to GPI's Plan of Liquidation,  designees of The 1818 Fund and
     RRLP are the  liquidators  of GPI. As a result,  in addition to the Common  Shares owned by The 1818 Fund
     directly, The 1818 Fund may be deemed to have joint voting and investment power with RRLP with respect to
     the Common Shares owned by GPI.

(2)  RRLP is a Delaware limited  partnership  controlled by its general partner,  Rosecliff-GovProp  Holdings,
     Inc., which is 100% owned by Peter T. Joseph.  Accordingly,  Mr. Joseph may be deemed to beneficially own
     the Common Shares beneficially owned by RRLP.

(3)  The 1818 Fund is a Delaware  limited  partnership.  The general and managing  partner of The 1818 Fund is
     Brown Brothers Harriman & Co., a New York partnership, which has designated its



     partners T. Michael Long and Lawrence C. Tucker as the sole and  exclusive  partners  having voting power
     and investment power with respect to the Common Shares that are held by The 1818 Fund.

(4)  These Selling  Shareholders  are direct or indirect  shareholders of GPI who received their Common Shares
     from GPI.



         In  addition  to the  foregoing,  the term  "Selling  Shareholder"  may
include  pledgees and  transferees  (including by reason of transfer of gifts or
distributions)  of other Selling  Shareholders.  A Selling  Shareholder may from
time to time  pledge all or a part of the  Common  Shares  held by such  Selling
Shareholder  to  one or  more  banks,  brokerage  houses  or  other  lenders  as
collateral for loans to such Selling Shareholder.

         The  Prospectus  dated May 6,  1998 of the  Company  is hereby  further
supplemented   by  amending  and  restating  the  section   entitled   "Plan  of
Distribution" in its entirety as follows:

                              PLAN OF DISTRIBUTION

         The Selling  Shareholders  have provided the Company with the following
information  concerning the reoffer and resale of the Offered  Shares.  Sales of
the Offered Shares by the Selling  Shareholders may be made from time to time in
one or more transactions, including block transactions, on the NYSE or any other
exchange or quotation system on which the Offered Shares may be listed or quoted
pursuant to and in accordance with the applicable rules of the exchanges,  or in
the over the counter market,  in negotiated  transactions or in a combination of
any such methods of sale, at fixed prices that may be changed,  at market prices
prevailing  at the time of sale,  at prices  related to such  prevailing  market
prices or at negotiated prices.  The Offered Shares may be offered directly,  to
or through  agents  designated  from time to time,  or to or through  brokers or
dealers,  or through any  combination  of these  methods of sale.  Such  agents,
brokers  or  dealers  may  receive   compensation  in  the  form  of  discounts,
concessions or commissions from the Selling  Shareholders  and/or the purchasers
of the Offered Shares for whom such  broker-dealers may act as agents or to whom
they  sell  as  principals,  or  both  (which  compensation  as to a  particular
broker-dealer might be in excess of customary commissions).  A member firm of an
exchange may be engaged to act as an agent in the sale of Offered  Shares by the
Selling Shareholders.

         GPI, one of the Selling Shareholders,  has advised the Company that, as
of May 7, 1998, it effected a partial  distribution of its Offered Shares to its
stockholders. See "Selling Shareholders." GPI may, from time to time, distribute
all or additional  portions of its Offered  Shares to its  stockholders.  At the
time such a distribution is made, to the extent  required,  a supplement to this
Prospectus  will be  distributed  which will set forth the names and  beneficial
ownership of Common Shares of such GPI stockholders  receiving Offered Shares as
new Selling Shareholders hereunder.

         A Selling Shareholder may from time to time pledge all or a part of the
Common Shares held by such Selling  Shareholder to one or more banks,  brokerage
houses or other lenders as collateral for loans to such Selling Shareholder.  In
the event of a default  by a Selling  Shareholder  on a loan which is secured by
the  pledge  of Common  Shares,  the  lender  may  sell,  or cause  the  Selling
Shareholder to sell on the lender's  behalf,  the pledged Common Shares pursuant
to the  registration  statement  of which this  Prospectus  forms a part through
underwriters,  dealers or agents  who may  receive  compensation  in the form of
underwriting discounts,  concessions or commissions from the lender, the Selling
Shareholder  and/or  the  purchasers  of Common  Shares for whom they may act as
agent.

         The Selling  Shareholders and any underwriters,  dealers or agents that
participate  in the  distribution  of the  Offered  Shares  may be  deemed to be
underwriters,  and any profit on the sale of such Offered Shares by them and any
discounts, commissions or concessions received by any such underwriters, dealers
or agents might be deemed to be underwriting discounts and commissions under the
Securities Act. At the time

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a  particular  underwritten  offer of  Offered  Shares  is made,  to the  extent
required,  a supplement to this  Prospectus  will be distributed  which will set
forth the aggregate  amount of Offered Shares being offered and the terms of the
offering,  including the name or names of any  underwriters,  dealers or agents,
and discounts,  commissions and other items  constituting  compensation from the
Selling  Shareholders and any discounts,  commissions or concessions  allowed or
reallowed or paid to dealers.

         The Company and the Selling  Shareholders entered into the Registration
Rights  Agreement,  pursuant to which the Company agreed to register the Offered
Shares held by the Selling  Shareholders and maintain an effective  registration
statement  for a period of time after the  registration  statement  is  declared
effective by the Commission.  The Offered Shares registered  hereunder are being
registered pursuant to the Registration Rights Agreement.  The Company agreed in
the  Registration  Rights  Agreement  to bear  all  expenses  incurred  by it in
connection with the reoffering and resale of the Offered  Shares,  excluding any
fees  and  disbursements  of  underwriters,  brokers  or  dealers,  underwriting
discounts  and  commissions,   broker  or  dealer   discounts,   concessions  or
commissions  and  certain  expenses  of  the  Selling  Shareholders.  Under  the
Registration Rights Agreement,  the Selling  Shareholders will be indemnified by
the Company against certain civil liabilities,  including  liabilities under the
Securities Act, and the Company will be indemnified by the Selling  Shareholders
against  certain  other  civil  liabilities,  including  liabilities  under  the
Securities Act.

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

  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 SUPPLEMENT. ANY REPRESENTATION TO
                       THE CONTRARY IS A CRIMINAL OFFENSE.
                             ----------------------

             The date of this Prospectus Supplement is July 1, 1998.

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