SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-A

                For Registration of Certain Classes of Securities
                    Pursuant to Section 12(b) or 12(g) of the
                         Securities Exchange Act of 1934

                     HEALTH AND RETIREMENT PROPERTIES TRUST
             (Exact Name of Registrant as Specified in its Charter)


                Maryland                               04-6558834
(State of Incorporation or Organization)            (I.R.S. Employer
                                                   Identification no.)

           400 Centre Street,
         Newton, Massachusetts                            02158
(Address of principal executive office)                 (zip code)


If this  Form  relates  to the             If this Form  relates  to the
registration of a class of debt            registration  of a class of debt
securities and is effective upon           securities and is to become
filing pursuant to General                 effective simultaneously with the
Instruction A(c)(1) please  check          effectiveness of a concurrent 
the  following  box.  |X|                  registration statement under the
                                           Securities Act of 1933 pursuant to 
                                           General Instruction A(c)(2)
                                           please check the following box. | |

        Securities to be registered pursuant to Section 12(b) of the Act:


      Title of Each Class                       Name of Each Exchange on Which
      to be so Registered                       Each Class is to be Registered
      -------------------                       ------------------------------

7.5% Convertible Subordinated                       New York Stock Exchange
Debentures, due 2003, Series A

        Securities to be registered pursuant to Section 12(g) of the Act:

                                      None
                                (Title of Class)






Item 1.  Description of Registrant's Securities to be Registered.

         Health  and  Retirement  Properties  Trust  (the  "Company")  is hereby
registering its 7.5% Convertible  Subordinated  Debentures,  due 2003,  Series A
(the "Debentures").

         The  "Description  of  Debt  Securities"  contained  in  the  Company's
Registration Statement on Form S-3, No. 333-02863 (the "Registration Statement")
is incorporated  herein by reference and  supplemented by the material set forth
below.

         The  Debentures  will be issued  under an  indenture  to be dated as of
September  20,  1996,  as  supplemented  by the First  Supplement  thereto  (the
"Indenture"),  between the  Company and Fleet  National  Bank,  as trustee  (the
"Trustee").  The terms of the Debentures and the Indenture  include those stated
in the  Debentures  and the  Indenture  and those made part of the  Indenture by
reference to the Trust  Indenture Act of 1939, as amended (the "Trust  Indenture
Act").  A copy of the  form of the  Indenture  is  filed  as an  exhibit  to the
Registration  Statement and  incorporated  herein by reference as Exhibit 1. The
following  is a summary  of certain  provisions  of the  Indenture  and does not
purport to be complete  and is  qualified  in its  entirety by  reference to the
detailed provisions of the Indenture,  including the definition of certain terms
therein  which  reference  is hereby  made,  for a  complete  statement  of such
provisions.  Wherever  particular articles or sections of the Indenture or terms
defined  therein are referred to herein,  such  provisions  or  definitions  are
incorporated herein by reference.

         General.  The  Debentures  are  unsecured  general  obligations  of the
Company, subject to the rights of holders of Senior Indebtedness (as defined) of
the Company,  and will mature on October 1, 2003. The Debentures will be limited
to $70 million  aggregate  principal amount (plus up to $10.5 million  aggregate
principal  amount solely to cover  exercise of the  underwriters'  overallotment
option)  and will bear  interest  semiannually  on April 1 and October 1 of each
year commencing  April 1, 1997 at 7.5% per annum.  The first payment will be for
the period  from the date of issuance  to April 1, 1997.  The  Company  will pay
interest  on the  Debentures  to the  persons  who  are  registered  holders  of
Debentures  ("Debentureholders")  at the  close of  business  on the March 15 or
September 15 preceding the interest  payment date. The Company may pay principal
and  interest by check and may mail an interest  check to a holder's  registered
address;  provided,  however, that payments to The Depository Trust Company, New
York,  New  York  (the  "Debt  Depositary")  will be made  by wire  transfer  of
immediately  available  funds  to the  account  of the  Debt  Depositary  or its
nominee.  Holders must  surrender  Debentures to a Paying Agent to collect final
principal payments.

         The  Debentures  will  be  in  registered  form,  without  coupons,  in
denominations of $1,000 and integral  multiples of $1,000. A holder may transfer
or exchange Debentures in accordance with the Indenture.  No service charge will
be made for any registration of transfer,  exchange or conversion of Debentures,
except  for any  tax or  other  governmental  charges  that  may be  imposed  in
connection therewith. The Registrar need not transfer or exchange any Debentures
selected for redemption. Also, in the event of a partial redemption, it need not
transfer or exchange any Debentures for a period of 15 days before selecting the
Debentures to be redeemed.  The registered  holder of a Debenture may be treated
as its owner for all  purposes.  The  Indenture  does not contain any  financial
covenants or  restrictions on the incurrence of Senior  Indebtedness  or, in the
absence of an Event of Default,  restrictions on the payment of dividends or the
issuance  or  repurchase  of  securities  of the  Company,  except to the extent
described under "--Subordination of Debentures" or "-- Dividends, Distributions

                                       -1-





and Acquisitions of Common Shares". In addition,  the Indenture does not contain
any provision  requiring the Company to repurchase  the Debentures at the option
of the holders thereof in the event of a leveraged buyout,  recapitalization  or
similar restructuring of the Company, even though the Company's creditworthiness
and the market value of the Debentures may decline  significantly as a result of
such  transaction.  The  Indenture  does not protect  holders of the  Debentures
against  any  decline  in  credit  quality,  whether  resulting  from  any  such
transaction or from any other cause.

         Initially,  Fleet National Bank will act as Paying Agent, Registrar and
Conversion Agent. The Company may change any Paying Agent, Registrar, Conversion
Agent or co-registrar without notice and may act in any such capacity itself.

         Conversion.  The holders of the Debentures will be entitled at any time
prior to maturity,  subject to prior  redemption,  to convert the  Debentures or
portions  thereof  (which are $1,000 or  integral  multiples  thereof)  into the
Company's  common shares of beneficial  interest,  par value $.01 per share (the
"Common  Shares"),  at a conversion  price equal to $18.00 per share (subject to
adjustments  as  described  below).  No payment or  adjustment  will be made for
accrued  interest  on a converted  Debenture.  If any  Debenture  not called for
redemption  is  converted  between a record date for the payment of interest and
the next succeeding interest payment date, such Debenture must be accompanied by
funds equal to the interest  payable to the  registered  holder on such interest
payment date on the principal  amount so  converted.  The Company will not issue
fractional  Common  Shares upon  conversion  of Debentures  and,  instead,  will
deliver a check for the fractional  Common Shares based upon the market value of
the Common Shares on the last trading day prior to the  conversion  date. If the
Debentures are called for redemption, conversion rights will expire at the close
of business on the redemption  date,  unless the Company defaults in payment due
upon such redemption.

         To protect  the  Company's  status as a real  estate  investment  trust
("REIT"),  a holder may not own any  Debenture if as a result of such  ownership
any Person would then be deemed to  beneficially  own,  directly or  indirectly,
8.5% or more of the  Company's  Common  Shares.  For purposes of  determining  a
Person's  beneficial  ownership of Common Shares,  the  Debentures  beneficially
owned by such Person  will be deemed  converted  and added to the Common  Shares
beneficially  owned by such Person for  purposes  of  determining  whether  such
Person beneficially owns in excess of 8.5% of the Common Shares.

         The  conversion  price is  subject to  adjustment,  as set forth in the
Indenture,   in  certain   events,   including   the  payment  of  dividends  or
distributions on the Company's shares of beneficial interest in Common Shares or
other  securities  issued by the Company;  the issuance to all holders of Common
Shares of rights,  options or warrants  entitling  them to subscribe  for Common
Shares  (or  securities   convertible  into  Common  Shares),   subdivisions  or
combinations  of the Common  Shares into a greater or smaller  number of shares,
and  reclassification  of Common  Shares  resulting in an issuance of any of the
Company's shares of beneficial  interest.  No adjustment is provided in the case
of  distributions to holders of Common Shares of assets  (including  securities,
other than those rights, options, warrants, dividends and distributions referred
to above).  No  adjustment  in the  conversion  price need be made  unless  such
adjustment  would  require  a change  of at least  1% in the  conversion  price;
however,  any  adjustment  that would  otherwise be required to be made shall be
carried  forward  and  taken  into  account  in  any  subsequent  adjustment.  A
conversion price adjustment made according to the provisions of the Debentures

                                       -2-




(or  the  absence  of  provision  for  such an  adjustment)  might  result  in a
constructive  distribution  to the  holders of  Debentures  or holders of Common
Shares that would be subject to taxation as a dividend.  The Company may, at its
option,  make such reduction in the conversion  price,  in addition to those set
forth above, as the Board of Trustees of the Company deems advisable to avoid or
diminish any income tax to holders of Common Shares  resulting from any dividend
or distribution of equity securities (or rights to acquire equity securities) or
from any event  treated as such for income tax purposes or for any other reason.
The Board of  Trustees  will also have the power to  resolve  any  ambiguity  or
correct any error in the provisions relating to the adjustment of the conversion
price  of the  Debentures  and its  actions  in so  doing  shall  be  final  and
conclusive.

         If  the  Company  combines  or  merges  with,  or  sells  or  transfers
substantially all of its assets to, another corporation or trust, the holders of
the  Debentures  then  outstanding  will be entitled  thereafter to convert such
Debentures  into  the  kind  and  amount  of  shares  of  capital  stock,  other
securities,  cash or other assets which they would have owned  immediately after
such event had such Debentures  been converted  before the effective date of the
transaction.

         Subordination  of  Debentures.   The  indebtedness   evidenced  by  the
Debentures will be subordinated and junior in right of payment to the extent set
forth in the  Indenture to the prior  payment in full of amounts then due on all
Senior  Indebtedness.  No  payment  shall be made by the  Company  on account of
principal  of or interest  on the  Debentures  or on account of the  purchase or
other acquisition of Debentures,  if there shall have occurred and be continuing
a default  with  respect to any Senior  Indebtedness  permitting  the holders to
accelerate  the  maturity  thereof or with  respect to the payment of any Senior
Indebtedness,  and such default shall be the subject of a judicial proceeding or
the Company shall have received notice of such default from any holder of Senior
Indebtedness,  unless and until such default or event of default shall have been
cured or waived or shall have ceased to exist. By reason of these provisions, in
the event of default on any Senior  Indebtedness,  whether  now  outstanding  or
hereafter  issued,  payments of principal of and interest on the  Debentures may
not be permitted to be made until such Senior  Indebtedness  is paid in full, or
the event of default on such Senior Indebtedness is cured or waived.

         Upon  any  acceleration  of  the  principal  of the  Debentures  or any
distribution  of  assets  of the  Company  upon any  receivership,  dissolution,
winding-up, liquidation,  reorganization, or similar proceedings of the Company,
whether  voluntary or involuntary,  or in bankruptcy or insolvency,  all amounts
due or to become due upon all Senior  Indebtedness  must be paid in full  before
the holders of the  Debentures  or the Trustee are entitled to receive or retain
any  assets so  distributed  in  respect  of the  Debentures.  By reason of this
provision,  in the event of  insolvency,  holders of the  Debentures may recover
less, ratably, than holders of Senior Indebtedness.

         "Senior  Indebtedness"  is defined to mean the principal,  premium,  if
any, unpaid interest  (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company, whether or
not a claim for  post-filing  interest  is  allowed in such  proceeding),  fees,
charges, expenses, reimbursements and indemnification obligations, and all other
amounts  payable under or in respect of (i) any  Indebtedness of the Company and
(ii) any and all deferrals,  renewals,  extensions,  refundings and refinancings
(whether  direct  or  indirect)  of any  such  Indebtedness,  whether  any  such
Indebtedness  exists  as of the date of this Form 8-A or is  hereafter  created,
incurred,  assumed or guaranteed;  provided,  however,  that Senior Indebtedness


                                       -3-




will not include (A) the Debentures, the Company's 7.5% Convertible Subordinated
Debentures,  due 2003, Series B (the "Regulation S Debentures") or the Company's
7.25% Convertible Subordinated  Debentures,  due 2001 (the "7.25% Debentures) or
(B)  Indebtedness  of the Company owed or owing to a subsidiary  or any officer,
director, trustee or employee of the Company or any subsidiary, (C) Indebtedness
of the  Company  which,  pursuant  to the terms of the  instrument  creating  or
evidencing such Indebtedness,  is expressly made pari passu with or subordinated
in right of payment to the  Debentures  or (D) any  liability  for taxes owed or
owing by the Company.

         "Indebtedness" as applied to the Company, means (a) all liabilities and
obligations,  contingent  or otherwise of the Company (i) in respect of borrowed
money whether or not evidenced by a promissory note, draft or similar instrument
(whether  or not the  recourse of the lender is to the whole of the asses of the
Company  or  only  to a  portion  thereof);  (ii)  evidenced  by  bonds,  notes,
debentures  or similar  instruments;  (iii)  evidenced  by a letter of credit or
reimbursement  obligation  of the Company  with  respect to any letter of credit
(iv) evidenced by bankers' acceptances or similar instruments issued or accepted
by banks;  (v) for the payment of money relating to obligations  with respect to
any leases that is properly  classified  as a  liability  on a balance  sheet in
accordance with generally accepted accounting principles;  and (vi) representing
the balance  deferred  and unpaid for all or any part of the  purchase  price of
property  or services  (except any such  balance  that  constitutes  (A) a trade
payable or an accrued  liability  arising in the ordinary  course of business or
(B) a trade draft or note payable  issued in the ordinary  course of business in
connection  with the purchase of goods or services);  (b) all net obligations of
the Company under interest swap and hedging obligations;  (c) all liabilities of
others  described  in the  preceding  clauses  (a) and (b) which the Company has
guaranteed or for which it is otherwise  liable and all obligations to purchase,
redeem or acquire any shares of beneficial interest of the Company;  and (d) any
and all deferrals, amendments, renewals, extensions,  supplements,  refinancings
or  refundings  (whether  direct or  indirect) of any  liability  or  obligation
described in any of the  preceding  clauses (a), (b) or (c), or this clause (d),
whether or not between or among the same parties.

         Optional Redemption.  The Debentures will be subject to redemption,  in
whole or in part, at any time or from time to time  commencing  October 1, 1999,
at the  option of the  Company  on at least 30 days'  prior  notice by mail at a
redemption  price equal to 100% of the principal  amount thereof,  plus interest
accrued to the date of redemption.  The Debentures will not be redeemable  prior
to  October  1,  1999;  provided,  however,  the  Debentures  will be subject to
redemption,  in whole or in part,  at any time for certain  reasons  intended to
protect the Company's status as a REIT, at the option of the Company on at least
30  days'  prior  notice  by mail at a  redemption  price  equal  to 100% of the
principal amount,  plus interest accrued to the date of redemption.  The Company
may  redeem  Debentures  prior to  October 1, 1999  solely  with  respect to the
Debentures of a holder or holders who pose a threat to the Company's REIT status
and only to the extent deemed  necessary by the  Company's  Board of Trustees to
preserve  such status.  The Company may at any time buy  Debentures  on the open
market at prices which may be greater or less than the optional redemption price
listed above.

         Dividends,  Distributions,  and  Acquisitions  of  Common  Shares.  The
Indenture  provides that the Company will not (i) declare or pay any dividend or
make any  distribution  on its  shares of Common  Shares or to holders of Common
Shares (other than dividends or distributions  payable in Common Shares or other
than as the Company determines in good faith is necessary to maintain its status
as a REIT) or (ii) purchase, redeem or otherwise acquire or retire for value any


                                       -4-




of its Common  Shares,  if at the time of such  action an Event of  Default  (as
defined) has occurred and is  continuing or would exist  immediately  after such
action. The foregoing, however, will not prevent (i) the payment of any dividend
within  60 days  after  the date of  declaration  when the  payment  would  have
complied with the foregoing  provision on the date of  declaration,  or (ii) the
Company's  retirement of any of its Common Shares by exchange for, or out of the
proceeds of the substantially concurrent sale of, other Common Shares.

         Consolidation,  Merger or Sale. The Indenture provides that the Company
may consolidate  with, or sell, lease or convey all or substantially  all of its
assets to, or merge with or into, any other entity, provided that (i) either the
Company shall be the  continuing  entity or the successor  entity (if other than
the Company)  formed by or resulting  from any such  consolidation  or merger or
which shall have  received the transfer of such assets  shall  expressly  assume
payment of the  principal of and interest on all of the  Debentures  and the due
and punctual  performance  and observance of all of the covenants and conditions
contained  in the  Indenture;  (ii)  immediately  after  giving  effect  to such
transaction  and treating any  indebtedness  which  becomes an obligation of the
Company or any  subsidiary  as a result  thereof as having been  incurred by the
Company or such subsidiary at the time of such transaction,  no Event of Default
under the Indenture,  and no event which,  after notice or the lapse of time, or
both,  would become such an Event of Default (a "Default"),  shall have occurred
and be  continuing;  and (iii) an officer's  certificate  and legal opinion more
fully described in the Indenture shall be delivered to the Trustee.

         Events of Default. The Indenture will provide that the following events
are "Events of Default" with respect to the Debentures:  (a) default for 30 days
in the payment of any installment  interest on the Debentures,  the Regulation S
Debentures or the 7.25% Debentures (each a "Series"); (b) default in the payment
of the principal of any Series at their maturity; (c) default for 60 days in the
Company's  obligations to convert any Series;  (d) default in the performance of
any other  covenant  of the Company  contained  in the  Indenture  (other than a
covenant  added to the  Indenture  solely for the  benefit of a series of Senior
Indebtedness issued thereunder), such default having continued for 60 days after
written  notice as provided in the  Indenture;  (e) default in the payment of an
aggregate  principal  amount  exceeding $25 million of any  Indebtedness  of the
Company  or any  mortgage,  indenture  or  other  instrument  under  which  such
Indebtedness is issued or by which such  Indebtedness  is secured,  such default
having  occurred after the expiration of any applicable  grace period and having
resulted in the acceleration of the maturity of such  Indebtedness,  but only if
such  Indebtedness  is not discharged or such  acceleration  is not rescinded or
annulled; or (f) certain events of bankruptcy,  insolvency or reorganization, or
court appointment of a receiver, liquidator or trustee of the Company.

         If an Event of Default  (other  than an Event of Default  described  in
clause (f) above) under the Indenture  with respect to Debentures  occurs and is
continuing,  then in every such case the Trustee or the holders of not less than
a majority in principal  amount of a Series may declare the principal  amount of
such Series to be due and payable  immediately  by written notice thereof to the
Company  (and to the  Trustee if given by the  holders).  If an Event of Default
described in clause (f) above shall occur,  all Series will  automatically,  and
without  any action by the  Trustee or any holder,  become  immediately  due and
payable.  However,  at any time after such a declaration  of  acceleration  with
respect  to a Series  or all  Series,  (or of all  Debentures  and the  Series B
Debentures  as the case may be), has been made,  but before a judgment or decree
for payment of the money due has been  obtained by the  Trustee,  the holders of

                                       -5-




not less than a majority  in  outstanding  principal  amount of a Series (in the
case of a  declaration  of  acceleration  with  respect  to such  Series) or the
holders of all Series,  as the case may be, may rescind such declaration and its
consequences  if (i) the  Company  shall have  deposited  with the  Trustee  all
required payments of the principal of and interest on such Series or all Series,
as the case may be, plus certain fees,  expenses,  disbursements and advances of
the  Trustee,  and (ii) all Events of  Default,  other than the  non-payment  of
accelerated  principal (or specified portion thereof) or interest on such Series
or all Series be, have been cured or waived as provided  in the  Indenture.  The
Indenture  will also  provide  that the  holders of not less than a majority  in
outstanding principal amount of a Series may waive any past default with respect
to such Series and its consequences,  except a default (i) in the payment of the
principal  of or  interest  on a Series,  or (ii) in respect  of a  covenant  or
provision  contained in the Indenture that cannot be modified or amended without
the consent of each holder of such Series.

         Summaries  of certain  additional  information  relating to Defaults or
Events of  Default,  the  exercise  of  remedies  by the  Trustee  or holders of
Debentures and limitations  thereon and related notices and waivers is set forth
in the portion of the Registration Statement which is incorporated herein.

         Book Entry:  Delivery and Form.  The Debentures may be evidenced by one
or more global debentures  (each, a "Global  Debenture") which will be deposited
with, or on behalf of, the Debt  Depositary and registered in the name of Cede &
Co. ("Cede") as the Debt Depositary's nominee.

         So  long  as  Cede,  as the  nominee  of the  Debt  Depositary,  is the
registered owner of a Global Debenture, Cede for all purposes will be considered
the sole holder of such Global  Debenture.  Except as otherwise  provided in the
Indenture,  owners of  beneficial  interests in a Global  Debenture  will not be
entitled to have certificates  registered in their names, will not receive or be
entitled to receive  physical  delivery of certificates in definitive  form, and
will not be considered the holders thereof.

         Neither the Company nor the Trustee (or any registrar,  paying agent or
conversion  agent  under the  Indenture)  will have any  responsibility  for the
performance of the Debt Depositary or its participants or indirect  participants
of their respective  obligations under the rules and procedures  governing their
operations.  The Debt  Depositary  has advised the Company that it will take any
action  permitted  to be taken by a holder  of  Debentures  (including,  without
limitation, the presentation of Debentures for exchange as described below) only
at the  direction  of one or more  participants  to whose  account with the Debt
Depositary interests in a Global Debenture are credited,  and only in respect of
the principal  amount of the Debentures  represented by a Global Debenture as to
which such participant or participants has or have given such direction.

         The Debt  Depositary  has  advised  the  Company as  follows:  the Debt
Depositary is a limited  purpose trust company  organized  under the laws of the
State  of New  York,  a  member  of the  Federal  Reserve  System,  a  "clearing
corporation"  within the meaning of the Uniform  Commercial Code and a "clearing
agency"  registered  pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended (the "Exchange  Act").  The Debt Depositary was
created to hold securities for its  participants and to facilitate the clearance
and  settlement  of  securities   transactions   between   participants  through
electronic   book-entry  changes  to  accounts  of  its  participants,   thereby
eliminating the need for physical movement of certificates. Participants include
securities brokers and dealers, banks, trust companies and clearing corporations


                                       -6-




and may include certain other  organizations.  Certain of such  participants (or
their  representatives),  together with other entities, own the Debt Depositary.
Indirect access to the Debt Depositary's  systems is available to others such as
banks,  brokers,  dealers and trust companies that clear through,  or maintain a
custodial relationship with, a participant, either directly or indirectly.

         Ownership  of  beneficial  interests  in any Global  Debenture  will be
limited to persons that have accounts with the Debt Depositary  ("participants")
or persons that may hold interests through participants.  Upon the issuance of a
Global   Debenture,   the  Debt  Depositary  will  credit,   on  its  book-entry
registration and transfer system, the participants' accounts with the respective
principal  amounts  of  the  Debenture  represented  by  such  Global  Debenture
beneficially  owned by such  participants.  The accounts to be credited  will be
designated  by  any  dealers,   underwriters  or  agents  participating  in  the
distribution  of such  Debentures.  Ownership  of  beneficial  interests in such
Global Debenture will be shown on, and the transfer of such ownership  interests
will be effected only through,  records  maintained by the Debt Depositary (with
respect to interests of participants)  and on the records of participants  (with
respect to interests of persons holding through participants).  The laws of some
states may require that certain  purchasers of securities take physical delivery
of such securities in definitive  form. Such limits and such laws may impair the
ability to own, transfer or pledge beneficial interests in a Global Debenture.

         Each person  owning a beneficial  interest in a Global  Debenture  must
rely on the  procedures  of the Debt  Depositary  and,  if such  person is not a
participant, on the procedures of the participant through which such person owns
its  interest,  to  exercise  any rights of a holder  under the  Indenture.  The
Company understands that under existing industry  practices,  if it requests any
action of holders or if an owner of a beneficial  interest in a Global Debenture
desires to give or take any action  which a holder is  entitled  to give or take
under the  Indenture,  the Debt  Depositary  would  authorize  the  participants
holding the relevant beneficial  interests to give or take such action, and such
participants would authorize  beneficial owners owning through such participants
to give or take such  action or would  otherwise  act upon the  instructions  of
beneficial owners holding through them.

         Principal and interest  payments on Debentures  represented by a Global
Debenture  registered in the name of the Debt  Depositary or its nominee will be
made  to the  Debt  Depositary  or its  nominee,  as the  case  may  be,  as the
registered owner of such Global Debenture.  None of the Company,  the Trustee or
any  other  agent  of  the  Company  or  agent  of the  Trustee  will  have  any
responsibility  or  liability  for any  aspect  of the  records  relating  to or
payments  made on account  of  beneficial  ownership  interests  in such  Global
Debenture or for  maintaining,  supervising or reviewing any records relating to
such beneficial ownership interests.

         The  Company  expects  that  the  Debt  Depositary  for any  Debentures
represented  by a Global  Debenture  upon  receipt of any payment of  principal,
premium or interest in respect of such Global Debenture will immediately  credit
participants'   accounts  with  payments  in  amounts   proportionate  to  their
respective beneficial interests in such Global Debenture as shown on the records
of Debt  Depositary.  The Company also expects that payments by  participants to
owners  to  beneficial  interests  in  a  Global  Debenture  held  through  such
participants  will be governed by standing  customer  instructions and customary
practices,  as is now the case  with the  securities  held for the  accounts  of
customers  in  bearer  form or  registered  in  "street  name,"  and will be the
responsibility of such participants.


                                       -7-





         If the  Debt  Depositary  for any  Debenture  represented  by a  Global
Debenture is at any time  unwilling or unable to continue as Debt  Depositary or
ceases to be a clearing  agency  under the Exchange  Act,  and a successor  Debt
Depositary  registered  as a  clearing  agency  under  the  Exchange  Act is not
appointed by the Company within 90 days, the Company will issue such  Debentures
in  definitive  form in exchange for such Global  Debenture.  In  addition,  the
Company may at any time and in its sole discretion  determine not to have any of
the Debentures  represented by a Global Debenture and, in such event, will issue
Debentures in definitive form in exchange for the Global Debenture  representing
such  Debentures.  Any  Debentures  issued in definitive  form in exchange for a
Global Debenture will be registered in such name or names as the Debt Depositary
shall instruct the Trustee.  It is expected that such instructions will be based
upon directions  received by the Debt Depositary from  participants with respect
to ownership of beneficial interests in the Global Debenture.

         As of October 1, 1996, the Company's outstanding borrowings which would
constitute Senior Indebtedness were $346.3 million.

Item 2.  Exhibits.

         As required by Instruction I to Item 2, the following  exhibits will be
         supplied to the New York Stock Exchange and are filed herewith:

1.       Indenture,  dated  September  20,  1996,  between the Company and Fleet
         National  Bank,  as trustee  (Incorporated  by reference to the form of
         Indenture filed as Exhibit 4.1 to the Company's  Registration Statement
         on Form S-3, No. 333-02863).

         The Form of Indenture  has been  modified as follows:  (1) by dating it
         September  20, 1996;  (2) inserting the name and address of the Trustee
         thereof (Fleet National Bank, One Federal Street, Boston, Massachusetts
         02106);  and (3) inserting  "$25,000,000"  in the blanks of Section 501
         thereof.

2.       First Supplemental Indenture relating to the Company's 7.5% Convertible
         Subordinated Debentures,  due 2003, Series A (the "Debentures") between
         the Company and Fleet National Bank  (Incorporated  by reference to the
         form of  First  Supplemental  Indenture  filed  as  Exhibit  4.1 to the
         Company's  Form 8-K dated  October 1, 1996 filed with the  Commission);
         and

3.       Form of Debenture  (Incorporated  by reference to Exhibit A of the form
         of First  Supplemental  Indenture filed as Exhibit 4.1 to the Company's
         Form 8-K dated October 1, 1996 filed with the Commission).

                                       -8-






                                    SIGNATURE

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the Registrant has caused this registration  statement to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                    HEALTH AND RETIREMENT  PROPERTIES TRUST



Date: October 1, 1996                        By:/s/ Ajay Saini
                                                --------------
                                                      Ajay Saini
                                                       Treasurer




                                       -9-