UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

          Check if an Application to Determine Eligibility of a Trustee
                        Pursuant to Section 305(b) (2) X



                               FLEET NATIONAL BANK
               (Exact name of trustee as specified in its charter)

                               U.S. NATIONAL BANK
                 (Jurisdiction of incorporation or organization
                          if not a U.S. national bank)

                                   06-0850628
                      (I.R.S. employer identification no.)

               One Monarch Place, Springfield, Massachusetts 01102
          (Address of trustee's principal executive offices) (Zip Code)

                                 Not Applicable
            (Name, address and telephone number of agent for service)



                      Health & Retirement Properties Trust
               (Exact name of obligor as specified in its charter)

         Maryland                                             04-6558834
(State or other jurisdiction)                             (I.R.S. employer
of incorporation or organization)                         identification no.)


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


                  CONVERTIBLE SUBORDINATED DEBENTURES DUE 2003
                       (Title of the indenture securities)






                                    SIGNATURE


Pursuant to the  requirements  of the Trust  Indenture Act of 1939, the trustee,
Fleet National Bank, a national  banking  association  incorporated and existing
under  the  laws of the  United  States,  has  duly  caused  this  statement  of
eligibility  to be  signed  on its  behalf by the  undersigned,  thereunto  duly
authorized all in the City of Boston,  and  Commonwealth of Massachusetts on the
19th day of September, 1996.


                                            FLEET NATIONAL BANK




                                            By: /s/ Robert L. Bice, II
                                                Name: Robert L. Bice, II
                                                Title: Vice President


















                                      NOTES


1.       Inasmuch of this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base responsive answers to Item 2, the answers
to said Item are based on incomplete information.

2.       Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.




















Item 1.           General Information.

         Furnish the following information as to the trustee:

         (a)  Name and Address of each examining or supervising
              authority to which it is subject.

                  Comptroller of the Currency, Washington, D.C.

                  Board of Governors of the Federal Reserve
                  System, Washington, D.C.

                  Federal Deposit Insurance Corporation,
                  Washington, D.C.

         (b)  Whether it is authorized to exercise corporate trust
              powers.

                           Yes.

Item 2. Affiliations with Obligor.

         If the  obligor is an  affiliate  of the  trustee,  describe
         each such affiliation.

                           None.

Items  3, 4, 5, 6, 7, 8, 9, 10,  11,  12,  13,  14 and have  have  been  omitted
pursuant to General Instruction B.

Item 16. List of Exhibits.

         List below all exhibits  filed as part of this statement of eligibility
         and qualification.

1.*      A copy of the articles of association of the trustee as
         now in effect.  (See Exhibit 25B to Registration Statement
         No. 22-22241).


2.*      A copy of the certificate of authority to the trustee to
         commence business. (See Exhibit 25B to Registration Statement
         No. 22-22241).


3.*      A copy of the authorization of the trustee to exercise
         corporate trust powers.  (See Exhibit 25B to Registration
         Statement No. 22-22241).


4.*      A copy of the bylaws of the trustee as now in effect.
        (See Exhibit 25B to Registration Statement No. 22-22241).







5.       Not applicable.

6.       Consent of the trustee required by Section 321 (b) of the
         Trust Indenture Act of 1939.

7.*      A copy of the latest report of condition of the trustee
         published pursuant to law or the requirements of its
         supervising or examining authority.  (See Exhibit 25B to
         Registration Statement No. 22-22241).






*        The Exhibits thus designated are incorporated herein by reference.
         Following the description of such Exhibits is a reference to the copy
         of the Exhibit heretofore filed with the Securities and Exchange
         Commission, to which there have been no amendments or changes.













                                    EXHIBIT 6
                               CONSENT OF TRUSTEE

         Pursuant to the  requirements of Section 321 (b) of the Trust Indenture
Act of 1939 in  connection  with  the  UNSECURED  DEBT  SECURITIES  of  Health &
Retirement  Properties Trust,  Fleet National Bank, hereby consents that reports
of examinations of federal,  state,  territorial or district  authorities may be
furnished by such  authorities to the Securities  and Exchange  Commission  upon
request therefor.

                                            FLEET NATIONAL BANK





                                            By: /s/ Robert L. Bice, II
                                                Name: Robert L. Bice, II
                                               Title: Vice President






Dated:  September 19, 1996