Filed Pursuant to Rule 424(b)(3)
                                                              File No. 333-47815

PROSPECTUS SUPPLEMENT
(To Prospectus Dated May 6, 1998)

                                2,612,806 Shares
                     Health and Retirement Properties Trust
                      Common Shares of Beneficial Interest
                             ----------------------

         As described in the accompanying Prospectus with respect to the reoffer
and resale by certain selling shareholders described therein of common shares of
beneficial  interest  (the  "Common  Shares,"  and  such  Common  Shares  to  be
reofferred and resold, the "Offered Shares") of Health and Retirement Properties
Trust (the  "Company"),  one of the selling  shareholders,  Government  Property
Investors,  Inc. ("GPI"), expected to distribute all or a portion of its Offered
Shares to its  stockholders.  (See "Plan of  Distribution"  in the  accompanying
Prospectus.) GPI has advised the Company that a partial  distribution of Offered
Shares was  effected as of May 7, 1998.  As a result of such  distribution,  the
section of the accompanying Prospectus entitled "Selling Shareholders" is hereby
amended and restated in its entirety as follows:

                              SELLING SHAREHOLDERS

         The following  table sets forth certain  information  as of May 8, 1998
with respect to the number of Common Shares  beneficially  owned by each Selling
Shareholder  prior to the offering and the maximum number of Common Shares being
offered  hereby.  Because the Selling  Shareholders  may offer all, a portion or
none of the Common Shares offered pursuant to this  Prospectus,  no estimate can
be given as to the  number of Common  Shares  that will be held by each  Selling
Shareholder upon termination of the offering. See "Plan of Distribution." To the
extent  required,  the  names  of  any  agent,  dealer,  broker  or  underwriter
participating  in any such sales and any applicable  commission or discount with
respect to the sale will be set forth in a supplement  to this  Prospectus.  The
Common Shares  offered by means of this  Prospectus  may be offered from time to
time by the Selling Shareholders named in the following table:


                                                        Number of Common Shares               Maximum Number of
                                                    Beneficially Owned Prior to the          Common Shares Being
Name of Selling Shareholder                                    Offering                            Offered
- ------------------------------------------------- -----------------------------------  ----------------------------
                                                                                                         
Government Property Investors, Inc.                             294,589                            42,590
("GPI") (1)(2)

The 1818 Fund II, L.P. ("The 1818 Fund")                      1,934,923                         1,934,923
(1)(3)

Other Selling Shareholders (4)                                  635,293                           635,293


(1)  The 1818 Fund and Rosecliff Realty, L.P. ("RRLP"), collectively, own substantially all of the outstanding capital stock of GPI.
     In  addition,  pursuant to GPI's Plan of  Liquidation,  designees  of The 1818 Fund and RRLP are the  liquidators  of GPI. As a
     result, in addition to the Common Shares owned by The 1818 Fund directly,  The 1818 Fund may be deemed to have joint voting and
     investment power with RRLP with respect to the Common Shares owned by GPI.

(2)  RRLP is a Delaware limited partnership controlled by its general partner, Rosecliff-GovProp Holdings, Inc., which is 100% owned
     by Peter T. Joseph. Accordingly, Mr. Joseph may be deemed to beneficially own the Common Shares beneficially owned by RRLP.





(3)  The 1818 Fund is a Delaware limited partnership. The general and managing partner of The 1818 Fund is Brown Brothers Harriman &
     Co., a New York partnership, which has designated its partners T. Michael Long and Lawrence C. Tucker as the sole and exclusive
     partners having voting power and investment power with respect to the Common Shares that are held by The 1818 Fund.

(4)  These Selling Shareholders are direct or indirect shareholders of GPI who received their Common Shares from GPI.



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  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
       EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
             COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
                  PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO
                       THE CONTRARY IS A CRIMINAL OFFENSE.
                             ----------------------

             The date of this Prospectus Supplement is May 8, 1998.