8-K

                       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 10, 1998




                     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





Item 5. Other Events.

(a)      Equity Offering.

         As previously  announced,  Health and Retirement  Properties Trust (the
"Company") issued 1,481,799 common shares of beneficial  interest  ("Shares") in
an underwritten  offering  registered pursuant to the Securities Act of 1933, as
amended,  on March 27, 1998 at a price to the public of $20.4375 per Share.  The
underwriter  indicated  to the  Company  that it  intended  to sell  the  Shares
purchased in such  offering to a third party who intended to deposit such Shares
into a registered unit investment  trust sponsored by such third party.  The net
proceeds  to the  Company  from  such  equity  offering,  after  payment  of the
Company's expenses,  was approximately  $28.7 million in aggregate.  The Company
used the net  proceeds of such equity  offerings to reduce  amounts  outstanding
under the Company's bank credit facility and for general business purposes.

(b)      Marriott Spin Off and Merger.

         As the  Company  has  previously  reported,  in October  1997  Marriott
International,  Inc.  ("Old  Marriott")  announced  a plan  to  dividend  to its
shareholders (the "Spin Off") a new company ("New Marriott") which would own and
operate Old  Marriott's  lodging and senior living  businesses  and to merge the
remaining  company  with Sodexho S.A. The Company has been advised that the Spin
Off has been  completed.  The combined  financial  statements  of New  Marriott,
Commission  No.  1-13881,  at and for the fiscal year ended  January 2, 1998, as
contained  in New  Marriott's  Annual  Report  on Form  10-K for the year  ended
January 2, 1998 are incorporated herein by reference.

(c)      Amended and Restated Credit Agreement.

         Effective  April 2, 1998, the Company entered into a Fourth Amended and
Restated   Revolving   Credit   Agreement  (the  "Amended  and  Restated  Credit
Agreement"), among the Company, as borrower, the lenders named therein, Dresdner
Kleinwort  Benson  North  America LLC, as agent,  and Fleet  National  Bank,  as
administrative  agent.  The Amended and Restated Credit  Agreement (i) increases
the maximum  loan amount from $450  million to $500  million,  (ii)  extends the
maturity date from 2001 to 2002, (iii) makes less restrictive  certain covenants
relating to permitted real estate  investments and (iv) modifies the calculation
of certain financial covenants.

         The Amended and Restated Credit  Agreement will be filed by the Company
as an  exhibit to a Current  Report on Form 8-K.  The  summary  in this  Current
Report of certain  provisions of the Amended and Restated Credit  Agreement does
not purport to be complete,  and is subject to, and is qualified in its entirety
by  reference  to, the  provisions  of the entire  Amended and  Restated  Credit
Agreement.

                                       -2-


Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c)      Exhibits.

         23       Consent of Arthur Andersen LLP.


                                       -3-





                                   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/  Ajay Saini
                                     Ajay Saini, Treasurer and Chief Financial
                                     Officer

Date: April 10, 1998


                                       -4-

EX-23

                                                                      Exhibit 23

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation of our
report dated February 19, 1998 included in New Marriott MI, Inc.'s (subsequently
renamed "Marriott International,  Inc.") annual report on Form 10-K for the year
ended January 2, 1998 (File No.  1-13881) into Health and Retirement  Properties
Trust's  Current  Report on Form 8-K and into Health and  Retirement  Properties
Trust's previously filed Registration Statements File Nos. 33-62135,  333-26887,
333-47815  and  333-47817  and to all  references  to our firm  included in such
registration statements.

                                               /s/ Arthur Andersen LLP


Washington, D.C.
April 8, 1998