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): July 10, 2000




                             HRPT PROPERTIES TRUST
               (Exact name of registrant as specified in charter)



          Maryland                      1-9317                  04-6558834
(State or other jurisdiction          (Commission            (I.R.S. employer
     of incorporation)                file number)        identification number)




 400 Centre Street, Newton, Massachusetts                           02458
 (Address of principal executive offices)                         (Zip code)

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





CERTAIN IMPORTANT FACTORS

This current report contains  forward looking  statements  within the meaning of
the Private  Securities  Litigation  Reform Act of 1995.  These forward  looking
statements  appear  in a number of places in this  current  report  and  include
references to the future  business  activities  and prospects of Senior  Housing
Properties  Trust (SNH), a minority owned former  subsidiary of HRPT  Properties
Trust (HRPT), to a possible disposition by HRPT of its ownership in SNH, as well
as references to possible  property sales or joint venture  proceeds which might
be realized by HRPT, to future possible  capital gains,  and to the security and
amounts  of  future  dividends.   These  forward  looking   statements  are  not
guaranteed.  They are based upon HRPT's present  expectations  and  assumptions.
These  expectations  and assumptions  involve risks and  uncertainties,  some of
which may be beyond  HRPT's  control.  For  example,  HRPT may be unable to sell
properties or enter joint ventures on acceptable  terms,  other parties to sales
contracts may withdraw or default,  HRPT may or may not repurchase any shares or
HRPT may be unable to maintain its tenant occupancies or lease rents.  Investors
are cautioned not to place undue  reliance  upon forward  looking  statements as
events  described  or  implied  in such  statements  may not  occur.

THE THIRD  AMENDMENT AND  RESTATEMENT  OF  DECLARATION  OF TRUST OF THE COMPANY,
DATED JULY 1, 1994 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  "HRPT  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 TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY,  JOINTLY
OR SEVERALLY,  FOR ANY OBLIGATION OF, OR CLAIM AGAINST,  THE TRUST.  ALL PERSONS
DEALING  WITH THE TRUST,  IN ANY WAY,  SHALL LOOK TO THE ASSETS OF THE TRUST FOR
THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

Item 5. Other Events.

(a) New Dividend Rate.

         On July 11,  2000,  HRPT  Properties  Trust (the  "Company"  or "HRPT")
announced its new dividend rate of $0.20 per share per quarter  (representing an
annualized  rate of $0.80 per share).  The quarterly  dividend  declared on that
date will be paid to shareholders of record at the close of business on July 26,
2000,  and is expected to be  distributed  on or about August 25, 2000.  The new
rate  represents  a reduction  from the  dividend  rate  previously  paid by the
Company of $0.32 per share per quarter (representing an annualized rate of $1.28
per share).






         In  connection  with  the  Company's  announcement,   John  A.  Mannix,
President of HRPT, issued the following  statement:

                  "The  previous  dividend  rate  was  set  in  1999  when  HRPT
         distributed  to  shareholders  a majority  interest  in its  subsidiary
         Senior Housing Properties Trust (NYSE:SNH) which owns nursing homes and
         other senior living properties. Two nursing home company tenants of SNH
         which were responsible for about half of SNH rents filed for bankruptcy
         in early 2000,  and, in April 2000,  the dividends  which HRPT received
         from its  retained  minority  interest in SNH were  reduced by over $15
         million per year.

                  "HRPT continues to believe that its retained  ownership of SNH
         represents a potentially valuable asset. However, we recognize that SNH
         faces  material  business  challenges in the short term. SNH expects to
         assume  operating  responsibility  for over 50 nursing  homes and it is
         unclear  how  successful  those  future  operations  may be.  It may be
         appropriate for HRPT to dispose of its investment in SNH in the future.
         In these circumstances,  the new HRPT dividend rate announced today has
         been  established  by HRPT's Board at a level which the Board  believes
         may be sustained without dependence upon future dividends from SNH.

                  "The new  dividend  may be adjusted  in the future  because of
         REIT tax  considerations or otherwise,  especially if currently planned
         property sales produce significant capital gains.  Nonetheless,  HRPT's
         Board  determined to adopt what it believes is a conservative  dividend
         pay out percentage of cash flow at least until the future  direction of
         SNH is  clarified  and the  results of HRPT's  current  property  sales
         efforts are known."

(b) Status of Business Initiatives.

         As previously  reported,  in December 1999 the Company  announced that:

         *        The Company had decided to explore the possible sales of up to
                  ten of its  office  properties  from  which the  Company  then
                  expected to realized  aggregate proceeds of approximately $150
                  to $160 million.

         *        The  Company  had   commenced   discussions,   which  were  in
                  preliminary  stages,  regarding two separate joint ventures in
                  which part  interests in some of its larger  properties may be
                  sold to investors.  If those joint ventures were  successfully
                  concluded,  the Company  stated that based on the  preliminary
                  discussions  it expected to realize  aggregate net proceeds of
                  between $200 million and $400 million.






         *        The  Company's  Board of Trustees  had  authorized a share buy
                  back program for up to ten percent of its fully diluted common
                  shares outstanding, or approximately 14 million common shares.
                  Under that program, if commenced, shares would be purchased in
                  open   market   transactions   or  in   privately   negotiated
                  transactions   during  the   calendar   year  2000  at  prices
                  acceptable  to the  Company  in its  discretion.  The  Company
                  stated  that it did not intend to  increase  debt  leverage to
                  purchase  shares,  but,  instead,  intended to use proceeds of
                  asset  sales  or  joint  ventures,   if  any,  to  fund  share
                  purchases.

         *        That if the above described dispositions do occur, the Company
                  expected  to  use  the  net  proceeds  to  prepay   debt,   to
                  selectively purchase new investments and to fund the share buy
                  back program.

         The  Company  has  announced  the  following  progress  report  of this
business plan:

                  "HRPT has  either  sold or  entered  contracts  or  letters of
         intent to sell  properties for a total of $72 million.  We are actively
         marketing  several  additional  properties  for sale.  At this time, we
         expect  that  property  sales  totaling at least the  $150-160  million
         projected  last December will be concluded  before the end of 2000.

                  "We pointed out last  December  that finding a joint  investor
         who shares HRPT's business philosophy of investing for long term income
         with a conservative  debt  structure  might not be easy. We continue to
         have discussions with possible  investors.  Frankly,  however,  at this
         time,  we do not know if these efforts will be  successfully  concluded
         during the current year.

                  "HRPT has not  purchased any new  properties  during the first
         six months of 2000. In light of the rising interest rate environment we
         have  decided  that  repaying  debt  should  have a  priority  call  on
         available  cash. HRPT has not purchased any shares under the previously
         authorized  share buy back  program.  Our Board  determined to leave in
         effect the current  authorization  for a share buy back program so that
         it may be implemented depending upon the timing and amounts of property
         sales or joint venture proceeds,  and upon market conditions.  However,
         at this time, HRPT does not expect that the full authorization of up to
         14  million  shares or any  preset  amount  of share buy backs  will be
         completed during 2000."

         As noted in the Company's  previous report,  there is no assurance that
asset  sales or joint  ventures  will occur or, if they  occur,  when or at what
price and on what terms they will occur.







(c) Redemption of Remarketed Reset Notes.

         On July 10, 2000, the Company completed its optional  redemption of all
of its outstanding  Remarketed  Reset Notes due July 9, 2007. At the time of the
redemption,  $222.5 million of those notes were outstanding and bore interest at
a rate, which was subject to periodic resets,  at a spread over LIBOR (effective
rate  of  7.52%  per  annum  immediately  prior  to the  redemption  date).  The
redemption  price was 100% of the principal  amount of the notes redeemed,  plus
accrued and unpaid  interest to the  redemption  date. The redemption was funded
with a drawing under the Company's $500 million bank revolving  credit facility,
which matures in April 2002.  Drawings under the credit facility  currently bear
interest at a spread over LIBOR.  At July 14, 2000,  the credit  facility had an
outstanding   balance  of  $391  million  and  an  effective  interest  rate  on
outstanding loans of 7.40% per annum.







                                   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.

                                        HRPT PROPERTIES TRUST


                                        By: /s/ John Popeo
                                            John Popeo
                                            Treasurer and Chief
                                               Financial Officer

Date:  July 18, 2000