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): APRIL 4, 2002

                              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




ITEM 5 - OTHER EVENTS.

The Company has agreed to sell an  aggregate  of  $200,000,000  of 6.95%  Senior
Notes  due 2012 at a  purchase  price to the  underwriter  of  98.384%  of their
principal  amount.  The notes are expected to be issued on April 10,  2002,  and
will be issued under a supplemental  indenture to the Company's  indenture dated
July 9, 1997,  and will have  substantially  the same covenants as the Company's
other  outstanding  senior  unsecured  notes  issued under that  indenture.  The
Company expects to use the net proceeds from this offering to repay  outstanding
amounts under its revolving credit facility and for general corporate  purposes.
The underwriter for the offering is Wachovia Securities. A prospectus supplement
relating to the 6.95% Senior Notes due 2012 referenced  above will be filed with
the  Securities and Exchange  Commission.  This Current Report on Form 8-K shall
not constitute an offer to sell or the solicitation of an offer to buy nor shall
there  be any sale of  these  securities  in any  state  in  which  such  offer,
solicitation or sale would be unlawful prior to  registration  of  qualification
under the  securities  laws of any such  state.  THIS  REPORT  CONTAINS  FORWARD
LOOKING  STATEMENTS  WITHIN THE MEANING OF THE PRIVATE  SECURITIES REFORM ACT OF
1995,  INCLUDING  WITH  RESPECT TO THE  COMPANY'S  ISSUANCE OF THE NOTES.  THESE
FORWARD LOOKING  STATEMENTS ARE BASED UPON THE COMPANY'S  PRESENT  EXPECTATIONS,
BUT  THESE   STATEMENTS  AND  THE  IMPLICATIONS  OF  THESE  STATEMENTS  ARE  NOT
GUARANTEED.


ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

           (c) Exhibits.

               1.1  Purchase  Agreement  dated as of April 4, 2002  between HRPT
                    Properties Trust and First Union Securities, Inc. pertaining
                    to  $200,000,000  in  aggregate  principal  amount  of 6.95%
                    Senior Notes due 2012.

               4.1  Form of Supplemental  Indenture No. 10 dated as of April 10,
                    2002 between HRPT Properties Trust and State Street Bank and
                    Trust  Company,  including  form of 6.95%  Senior  Notes due
                    2012.

               8.1  Opinion of Sullivan & Worcester LLP re: tax matters.

               23.1 Consent of Sullivan & Worcester  LLP  (contained  in Exhibit
                    8.1).








                                   SIGNATURES

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

                                   HRPT PROPERTIES TRUST

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

Date:    April 8, 2002