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): February 13, 1997





                     HEALTH AND RETIREMENT PROPERTIES TRUST
               (Exact name of registrant as specified in charter)




    Maryland                      1-9317                        04-6558834
 (State or other             (Commission file                 (IRS employer
 jurisdiction of                 number)                   identification no.)
 incorporation)


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


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





                                      - 2 -

Item 5.  Other Events.

         During 1996, the Company engaged in the following  previously announced
activities:

         Investments in Clinics  Leased to Health  Insurance Plan of Greater New
York. In February and June 1996,  the Company made  investments  totaling  $19.9
million in two health clinics leased to and operated by Health Insurance Plan of
Greater New York, a not-for-profit  health  maintenance  organization  which has
annual revenues of approximately $1.8 billion and net worth at December 31, 1995
of $155.6 million. One of these properties is located in Brooklyn,  New York and
contains  approximately  71,500 sq. ft. of medical office and clinic space.  The
second property is located in White Plains, New York and contains  approximately
50,000 square feet of medical offices and clinic space plus a structured parking
garage.

         Assisted  Living and  Retirement  Properties.  In February,  1996,  the
Company made a $5.0 million mortgage loan to ARV Assisted Living,  Inc. ("ARV").
This loan is  secured  by a 248 unit  independent  living  and  assisted  living
property  located in  Jacksonville,  Florida.  ARV completed its initial  public
offering of common stock in 1995, and it has been rapidly expanding its assisted
living business since that time.

         On December 27, 1996, the Company  purchased three  retirement  housing
communities for $87.5 million.  These  communities  contain 629 living units and
are located in Chicago,  Illinois (341 units),  Rochester,  New York (103 units)
and East Mesa,  Arizona (185 units). All of these projects were built since 1984
and are generally considered high end communities with monthly occupancy charges
ranging up to $4,035 per unit.  These  communities are leased to an affiliate of
The Prime  Group,  Inc. of  Chicago,  Illinois.  The  initial  lease term is for
approximately  23  years,  and  the  tenant  has  renewal  options  totaling  an
additional 50 years.  The rent is comprised of minimum base rents and percentage
rents which increase as gross revenues  increase at the properties.  The rent is
unconditionally  guaranteed  by  The  Prime  Group,  Inc.  and  various  of  its
affiliates  until  the  tenant  entity  raises  equity  capital  of at least $35
million.  At December 31, 1996, the occupancy at these communities was 100%, and
all of the  revenues at these  properties  is derived  from  sources  other than
Medicare and Medicaid.

          The Company has previously made significant  financial  investments in
independent  and assisted living  properties,  especially  properties  leased to
Marriott  International,  Inc. The Company  expects that it may make  additional
investments in this property sector in the future.

         Increasing Investments in Medical Office Buildings.  In September 1996,
the Company  purchased a 188,000 square foot medical office building  located in
Washington  DC for  $24.85  million.  This  property,  which  is  managed  by an
affiliate of HRPT Advisors,  Inc.  ("Advisors"),  the investment  advisor to the
Company, is leased to approximately 60 tenants and includes underground parking.
The  Company  made  its  initial  investments  in  multi-tenant  medical  office
buildings in September 1995 when it purchased two such  properties  with 387,000
square feet located in Boston,  Massachusetts  for $48.3  million.  These Boston
properties are leased principally to Harvard Medical School-affiliated  teaching
hospitals and their affiliates.

         During the quarter ended December 31, 1996, the Company  purchased nine
medical office  buildings.  Seven of these  buildings are located in the area of
San Diego,  CA and are leased to several  different  medical and  pharmaceutical
companies,   including  Laboratory   Corporation  of  America,   Inc.,  Alliance
Pharmaceutical Corp., Signal Pharmaceutical,  Inc., Neurocrine Bioscience, Inc.,
Canji, Inc. and Corvas International,  Inc. One building is located in a Boston,
Massachusetts suburb and is leased to Behring Diagnostics, Inc., a subsidiary of
the  German  pharmaceutical   company  Hoechst  AG.  The  final  building  is  a
multi-tenant medical office building in Fairfax, VA, a suburb of Washington, DC;
this  building is located in the immediate  vicinity of an acute care  hospital,
and it will be managed jointly with the Company's larger downtown Washington, DC
multi-tenant  medical building  purchased in September,  1996 by an affiliate of
Advisors.  These nine buildings were purchased for total  consideration of $65.5
million, and they contain  approximately  392,808 sq. ft. of specialized medical
office, clinical and pharmaceutical laboratory space.

         The  Company   anticipates  that  it  will  continue  to  increase  its
investments in medical related office properties.





                                      - 3 -

         Improvement Financings.  In the ordinary course of business the Company
provided  funding of  approximately  $13.7 million for improvements to its owned
and mortgaged  properties during 1996.  Generally,  as such funding is advanced,
the rents payable to the Company are correspondingly  adjusted upward to reflect
a yield on the Company's  investment at rates negotiated between the Company and
its tenants and mortgagees.  Of such improvement financing,  $6.5 million in the
aggregate  was  provided  to  Connecticut   Subacute   Corporation  ("CSC")  and
Connecticut  Subacute  Corporation  II,  which are owned by Barry M. Portnoy and
Gerard M. Martin,  who are  Managing  Trustees of the Company and are the owners
and are  directors  of  Advisors.  The Company  also  granted an annual one year
extension of its $4 million working capital line of credit to CSC.

         Mortgage  Repayments.  In the ordinary  course of business during 1996,
the Company received mortgage repayments and prepayments totaling  approximately
$10.3 million.

         Transactions  with  Community  Care of  America,  Inc.  The Company has
invested  $110.6 million,  at cost, of which $25.8 million  occurred in 1996, in
nursing homes and other properties  operated by Community Care of America,  Inc.
("CCA").  During 1996, CCA suffered a series of financial set-backs  principally
related to certain  failed  acquisitions.  Among other things,  in July 1996 CCA
announced that it was taking a pre-tax charge of $17.2 million to write down its
investments  in  certain  properties  and other  assets.  CCA has  stated to the
Company  that none of these write downs arose in  connection  with any  property
leased or mortgage  financed by the  Company.  In  September  1996,  the Company
announced  that it would  defer rent and  interest  payments  due from CCA on or
about  September 1 and October 1, 1996,  until November and that the Company had
agreed to temporarily  waive a violation of CCA's working  capital  covenants to
the  Company.  The  deferred  amounts  due from CCA were  paid as  scheduled  in
November  1996. In December  1996,  CCA  refinanced  its working  capital credit
facilities  and, at December 31, 1996,  CCA was in  compliance  with its working
capital covenants to the Company.

         Transactions with Horizon/CMS Healthcare  Corporation.  The Company has
invested  approximately $174 million, at cost, in nursing homes,  rehabilitation
facilities and other properties operated by Horizon/CMS  Healthcare  Corporation
("HHC").  During 1996 HHC encountered  several operating and legal difficulties.
On December 31, 1996 HHC announced that it has entered a comprehensive agreement
to pay a total of $5.2  million  in full  settlement  of certain  allegation  of
Medicare and Medicaid billing improprieties,  some of which allegedly arose from
HHC services at  properties  owned by the Company.  Certain  other legal issues,
including  allegations  of insider  trading  against HHC officers and directors,
remain unresolved at this time. Barry M. Portnoy and Gerard M. Martin,  Managing
Trustees of the Company,  were  directors of HHC. They are defendants in certain
derivative  litigation involving HHC, but are not alleged to have engaged in any
insider  trading.  Messrs.  Portnoy and Martin  resigned as  directors of HHC in
July, 1996.  During 1996 one nursing home located in Michigan which is mortgaged
by  the  Company  and  owned  and  operated  by HHC  was  subjected  to  various
administrative    sanctions   by   health   regulatory   authorities   including
decertification  and a prohibition on admissions.  The Company has been informed
that the quality of care  deficiencies  giving rise to these sanctions have been
corrected and that this facility has been  recertified  to accept  admissions by
the appropriate Michigan health regulatory  agencies.  During 1995 HHC announced
that it intended to  discontinue  operations  at several  facilities,  including
eight  owned by the Company (in which the  Company  has  invested,  as cost,  an
aggregate  of $120.3  million).  Since that time the Company has had  occasional
discussions with HHC and with other parties concerning the possibility that such
other parties might assume HHC's obligations to the Company with respect to some
or all of these eight  properties.  HHC is currently  obligated for the lease of
three of these properties through 1998 and for the other five properties through
2005.  Through  December 31, 1996 no agreements for a substitute  tenant/obligor
for any of these  properties  has been  concluded.  According to HHC's Form 10-Q
filed with the  Securities  and Exchange  Commission for the period ended August
31,  1996,  HHC had a net worth of $660  million  and  earnings  after  rent and
interest,  but before  depreciation,  amortization,  special  charges,  minority
interests,  income taxes and extraordinary items for the 12 months then ended of
$173 million.  The Company believes that HHC will continue to meet its financial
obligations to the Company.

         Transactions with GranCare,  Inc. The Company has invested $98 million,
at cost, in properties leased to or mortgaged by GranCare,  Inc. ("GC").  During
1996 GC entered  into an agreement  to spin off to its  shareholders  all of its
nursing home  operations  and to merge its pharmacy  operations  with  Vitalink,
Inc., another public company.  Under the terms of the GC/Vitalink  agreement the
GC nursing home operations would become a new public company ("New GC"), certain
subsidiaries of which would remain tenants and mortgagees to the





                                      - 4 -

Company.  The Company's consent was required for this  transaction.  In December
1996 the Company entered an agreement to consent to this  transaction on certain
terms and conditions, including: (i) all of the leases and mortgages between the
Company   and  the  New  GC's   subsidiaries   being  cross   defaulted,   cross
collateralized,  cross  secured and  unconditionally  guaranteed by New GC; (ii)
Vitalink,  Inc. providing a $15 million  unconditional  guarantee of obligations
due the  Company;  and (iii) GC's paying an amendment  fee to the  Company.  The
Company has been advised  that the  GC/Vitalink  agreement  was  consummated  on
February 12, 1997,  and expects that its agreement  with GC will be completed in
accordance with its terms.

         Prepayment  of  Secured  Indebtedness.  At  January  1,  1996  the only
outstanding secured  indebtedness of the Company or its subsidiaries was a $17.6
million mortgage on one retirement living center in Arlington Heights,  Illinois
which secured a bank letter of credit issued to support publicly held industrial
revenue bonds. The industrial revenue bonds,  letter of credit and mortgage were
in  effect  at the time a  subsidiary  of the  Company  acquired  the  Arlington
Heights,  Illinois property.  In April 1996 the subsidiary repaid these bonds in
full and the bank letter of credit and mortgage were  released.  Today,  none of
the  assets  of the  Company  or its  subsidiaries  are  encumbered  by  secured
indebtedness.

         Modification of Revolving Bank Credit Facility. The Company maintains a
$250 million unsecured revolving credit facility with a syndicate of banks. This
facility is used for interim  acquisition funding until equity or long term debt
is raised, and for working capital and general business purposes.  At January 1,
1996,  this  facility was scheduled to mature in 1998 and drawings bore interest
at LIBOR plus 125 basis points.  During March 1996,  this  revolving bank credit
facility was amended to extend the  maturity  until 2000 and to lower the spread
for LIBOR-based borrowings to 87.5 basis points.

         Convertible  Subordinated Debenture Financings.  On October 7, 1996 the
Company  issued  $240  million   aggregate   principal   amount  of  convertible
subordinated  debentures in  offerings.  Of such amount,  $70 million  aggregate
principal amount of 7.5% Convertible  Subordinated Debentures due 2003, Series A
(the "Series A Debentures") were offered and sold in an underwritten  registered
public offering, and $40 million aggregate principal amount of 7.25% Convertible
Subordinated  Debentures due 2001 (the "7.25% Debentures") were offered and sold
in a  registered  direct  placement.  The  Series  A  Debentures  and the  7.25%
Debentures  are  convertible  at the holder's  option into the Company's  common
shares of beneficial  interest,  $.01 par value per share (the "Common Shares"),
at a conversion price of $18.00 per Common Share.

         As part of of this  transaction  the Company  also issued $130  million
aggregate principal amount of 7.5% Convertible Subordinated Debentures due 2003,
Series  B (the  "Series  B  Debentures")  which  were  offered  and  sold  in an
unregistered  offering  outside of the United  States  pursuant to  Regulation S
promulgated under the Securities Act of 1933, as amended (the "Securities Act").
The Series B Debentures  became  convertible at the holder's option on and after
October 18, 1996 into Common  Shares at a conversion  price of $18.00 per Common
Share. The Series B Debentures have not been registered under the Securities Act
and may not be offered or sold in the United  States absent  registration  or an
applicable exemption from registration requirements.

         As of December  31,  1996,  $12.2  million in  principal  amount of the
Series A Debentures  had been converted into Common Shares and none of the 7.25%
Debentures or Series B Debentures had been converted.

         Repayment of Senior Notes.  On October 23, 1996, the Company  deposited
$75.5  million  from  the net  proceeds  of its  convertible  subordinated  debt
offerings into an irrevocable trust to complete an "in-substance  defeasance" of
its $75 million  Floating Rate Senior Notes,  Series A, due 1999, and recognized
an  extraordinary  loss of  approximately  $1.5 million as a result of the early
extinguishment  of such debt in the  fourth  quarter  of 1996.  Such  notes were
repaid by from funds in the trust in January of 1997.

         Other  Transactions.  In the ordinary  course of business,  the Company
regularly  evaluates  investment  and  financing  opportunities  and enters into
contracts to purchase and lease or mortgage finance real estate.  Similarly, the
Company is regularly engaged in discussions concerning lease and loan extensions
and other  modifications  of the terms of existing  leases and  mortgages.  Such
activities are on-going at this time.





                                      - 5 -

         Legal Proceedings. As previously disclosed, in January 1995 the Company
commenced an action in the Circuit Court of Hardee County, Florida to collect on
a secured indemnity agreement from a former tenant and mortgagor,  together with
certain related parties  (collectively,  the "Former  Tenant").  In May 1995 the
Former Tenant filed a counterclaim and third-party complaint against the Company
and others seeking a jury trial and to set aside the indemnity  agreement and to
recover substantial  damages;  and the Company responded by seeking to refer the
entire dispute to arbitration  pursuant to the terms of the indemnity agreement.
After a  Massachusetts  state court  ordered the  dispute to  arbitration  and a
Florida court stayed further proceedings pending arbitration,  the Former Tenant
brought a separate  action against the Company in the Federal  District Court in
Massachusetts  where the Former Tenant  realleged  many of the same  allegations
made in the counterclaims and third-party  complaints previously brought by them
in  response  to the  Company's  original  action,  and  adding  allegations  of
violations of Sections  10(b) and 20(a) of the  Securities  Exchange Act of 1934
and Rule 10b-5  promulgated  thereunder  and violations of RICO. The Company and
other  defendants  in the  Federal  Court case  again  moved to refer all of the
disputes with the Former Tenant to non-jury arbitration.  On September 30, 1996,
the Federal Court in Massachusetts ordered the case brought by the Former Tenant
dismissed and all disputes between the Former Tenant and the Company referred to
arbitration.  The  arbitration is  proceeding.  The Company has learned that the
Former Tenant has assigned a part of its alleged damages to another  creditor of
the Former Tenant who held a second  mortgage on the Hardee County property (the
"Assignee  Junior  Creditor")  upon which  property  the  Company  holds a first
mortgage to secure its indemnity claim. The Assignee Junior Creditor  foreclosed
its second mortgage, subject to the Company's first mortgage, in September 1996.
Moreover,  the  Assignee  Junior  Creditor of the Former  Tenant has filed a new
action in the Massachusetts State Court against the Company and others alleging,
among other things,  that the Company  received  fraudulent  transfers  from the
Former  Tenant.  The Company has  learned  that a second  creditor of the Former
Tenant has filed a similar action in a  Massachusetts  State Court and that this
second  creditor is joined in that action by an affiliate  of the Former  Tenant
who claims to be an assignee of claims from the Assignee Junior Creditor.  Other
creditors or assignees of the Former Tenant may bring additional  proceedings of
a similar or  dissimilar  nature  against  the  Company.  The amounts of damages
claimed by the Former Tenant and creditors or assignees of the Former Tenant are
material. The Company is pursuing its indemnity claims against the Former Tenant
and is defending the claims of the Former Tenant in the arbitration proceedings.
The  Company  intends to defend  itself in the action  brought  and which may be
brought  by the  Assignee  Junior  Creditor  of the  Former  Tenant  or by other
creditors or assignees of the Former  Tenant,  to attempt to  consolidate  these
cases in the pending  arbitration  proceeding or otherwise to pursue such claims
and  rights  which  it may  have.  The  outcome  of  these  pending  claims  and
proceedings cannot be predicted.







                                      - 6 -

                                   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.

                                          HEALTH AND RETIREMENT PROPERTIES TRUST
                                       
                                       
                                       
                                          By:/s/ David J. Hegarty
                                                   David J. Hegarty, President
                                    
Date: February 13, 1997