SCHEDULE 14A INFORMATION

                Proxy Statement Pursuant to Section 14(a) of the
                        Securities Exchange Act of 1934

   Filed by the Registrant /X/ Filed by a Party other than the Registrant / /

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Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only 
    (as permitted by Rule 14a-6(e(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
                     Health and Retirement Properties Trust
                (Name of Registrant as Specified In Its Charter)

                     Health and Retirement Properties Trust
                   (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
       or Item 22 (a)(2) of Schedule 14A.
/ / $500 per  each  party  to the  controversy  pursuant  to  Exchange  Act Rule
14a-6(i)(3).  / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.

         1) Title of each class of securities to which transaction applies:

         2) Aggregate number of securities to which transaction applies:

         3)  Per unit price or other  underlying  value of transaction  computed
             pursuant to  Exchange  Act Rule 0-11 (Set forth the amount on which
             the filing fee is calculated and state how it was determined.):

         4) Proposed maximum aggregate value of transaction:

         5) Total fee paid:

/X/ Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange  Act Rule
0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the Form or Schedule and the date of its filing.

         1) Amount Previously Paid:

         2) Form, Schedule or Registration Statement No.:

         3) Filing Party:

         4) Date Filed:







                     HEALTH AND RETIREMENT PROPERTIES TRUST
                                400 Centre Street
                           Newton, Massachusetts 02158





                        NOTICE OF ADJOURNMENT IN PART OF
                         ANNUAL MEETING OF SHAREHOLDERS

                            to be held June 28, 1996



To the Shareholders of
   Health and Retirement Properties Trust

     Notice is hereby given that the Annual  Meeting of  Shareholders  of Health
and Retirement  Properties Trust (the "Company"),  which commenced May 14, 1996,
has been  adjourned in part until June 28, 1996.  The meeting will  reconvene at
10:00 A.M. on Friday, June 28, 1996, at State Street Bank and Trust Company, 225
Franklin Street, 33rd Floor, Boston,  Massachusetts,  for the following purposes
only:

          1.   To consider and act upon a proposal to amend the  Declaration  of
               Trust to allow the Board of Trustees to increase or decrease  the
               authorized capital stock of the Company.

          2.   To consider and act upon such other  matters as may properly come
               before the meeting.

     The Board of Trustees has  previously  fixed the close of business on March
21, 1996 as the record date for  determination of the  shareholders  entitled to
notice of and to vote at the meeting and at any adjournments thereof.

                                        By Order of the Board of Trustees,


                                        DAVID J. HEGARTY, Secretary


May 20, 1996



WHETHER OR NOT YOU EXPECT TO BE AT THE MEETING, PLEASE SIGN, DATE AND RETURN
YOUR PROXY IN THE ENVELOPE ENCLOSED HEREWITH.  PLEASE ACT PROMPTLY.








                     HEALTH AND RETIREMENT PROPERTIES TRUST
                                400 Centre Street
                           Newton, Massachusetts 02158

                            SUPPLEMENTAL MATERIAL TO
                      PROXY STATEMENT, DATED APRIL 10, 1996

                 Relating to the Annual Meeting of Shareholders,
     Commenced Tuesday, May 14, 1996 and Adjourned to Friday, June 28, 1996

     Notice of the  adjournment  of the  Annual  Meeting  of  Shareholders  (the
"Meeting") of Health and Retirement Properties Trust (the "Company"),  described
above,  is set forth on the opposite side of this page.  In connection  with the
prior  solicitation of a proxy by the Board of Trustees of the Company,  a proxy
statement dated April 10, 1996 (the "Proxy Statement"),  accompanied by the form
of such proxy and a copy of the Company's  Annual Report to Shareholders for the
year ended  December 31, 1995  (including  audited  financial  statements of the
Company),  were first sent to  shareholders  on or about  April 11,  1996.  This
Supplemental  Material is first being sent to  shareholders  on or about May 20,
1996, for the purpose of supplementing the information in the Proxy Statement.

     The Meeting  commenced on May 14, 1996. After conclusion of the voting with
respect to the  election  of  Trustees of the Company in Group I of the Board of
Trustees  (Item 1 described  in the Proxy  Statement),  at which both  nominees,
Bruce M. Gans,  M.D.,  and Barry M.  Portnoy,  were  reelected  as Trustees  for
three-year  terms,  the meeting was adjourned until June 28, 1996 due to receipt
of  insufficient  votes to act on Item 2  described  in the Proxy  Statement,  a
proposal  to amend  the  Company's  Declaration  of Trust to allow  the Board of
Trustees to increase or decrease  the  authorized  capital  stock of the Company
without further shareholder approval.

      There is  enclosed  herewith  a form of proxy  solicited  by the  Board of
Trustees of the Company with respect to the adjourned Meeting.  The cost of this
supplemental  solicitation  will  be  borne  by  the  Company.  In  addition  to
solicitation  by mail,  the  Trustees  and  officers  of the Company may solicit
proxies personally or by telephone or telegram. The Company has also engaged the
firm of  Corporate  Investor  Communications,  Inc.  ("CIC")  to  assist  in the
solicitation of proxies with respect to Item 2 described in the Proxy Statement.
The  Company  has agreed to pay to CIC a fee of $5,500 and to  reimburse  it for
certain  expenses in connection with such services.  The Company has also agreed
to indemnify CIC for certain  liabilities  and other matters in connection  with
such  services.  The Company and CIC may request record holders of the Company's
common shares of beneficial  interest  ("Common Shares")  beneficially  owned by
others to forward this  supplemental  material to the beneficial  owners of such
Common  Shares  and may  reimburse  such  record  holders  for their  reasonable
expenses incurred in doing so.

     The record date for the adjourned  Meeting remains March 21, 1996, and only
shareholders  of record on such date are  entitled to vote at the Meeting or any
additional  adjournments  thereof.  Any  valid  proxy  earlier  delivered  by  a
shareholder  in  connection  with  the  meeting  will  continue  to be  voted as
described in such proxy and the Proxy  Statement,  unless revoked any time prior
to its  exercise  by  delivering  to the  Secretary  of the  Company  a  written
revocation or a duly executed  proxy  (including in the form provided  herewith)
bearing a later date,  or by attending  the Meeting and voting his or her Common
Shares  in  person.  The  Board of  Trustees  refers  shareholders  to the Proxy
Statement for additional information relating to the matters discussed above.

     THE BOARD OF TRUSTEES REQUESTS THAT YOU PLEASE RESPOND PROMPTLY.

                                          By Order of the Board of Trustees


                                          DAVID J. HEGARTY, Secretary

Newton, Massachusetts
May 20, 1996



[FRONT]
                     HEALTH AND RETIREMENT PROPERTIES TRUST
                 400 Centre Street, Newton, Massachusetts 02158

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES


         The undersigned hereby appoints GERARD M. MARTIN, BARRY M, PORTNOY, and
DAVID J. HEGARTY, and each of them, as Proxies of the undersigned, each with the
power to appoint his  substitute,  and hereby  authorizes a majority of them, or
any one if only one be present,  to represent and to vote, as designated  below,
all the Common Shares of Beneficial Interest of Health and Retirement Properties
Trust held of record by the undersigned or with respect to which the undersigned
is entitled to vote or act, at the June 28, 1996 adjourned session of the Annual
Meeting of Shareholders  commenced on May 14, 1996 or any additional adjournment
thereof.

This proxy when properly  executed will be voted in the manner  directed here by
the undersigned shareholders.  If no direction is made, this proxy will be voted
FOR Proposal A.

PLEASE  VOTE,  DATE,  AND SIGN ON OTHER SIDE AND  RETURN  PROMPTLY  IN  ENCLOSED
ENVELOPE.

NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor,  administrator,  trustee or guardian, please
give full title as such.

Address Change/Comments:
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[REVERSE]
|X|      PLEASE MARK VOTES AS IN THIS EXAMPLE

A.)      Amendment to the Declaration to allow the Trustees to increase or 
         decrease the authorized capital stock of the Company.


          For                     Against                   Abstain
          / /                      / /                       / /


B.)      In their discretion, the Proxies are authorized to vote upon such 
         other business as may properly come before the meeting.



Mark box at right if comments or address changes are noted on the reverse side
of this card.

Please be sure to sign and date this Proxy.

DATE: ________________                      RECORD DATE SHARES:


- ---------------------------------           ---------------------------------
Shareholder Sign Here                       Co-owner Sign Here