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): December 23, 1998




                              HRPT 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                             02458
 (Address of principal executive offices)                           (Zip code)


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



          (Former name or former address, if changed since last report)

                                                      





Item 5.  Other Events.

         Introduction.

         HRPT  Properties  Trust  ("HRP")  is  announcing  a plan for a possible
separate financing of certain senior housing,  congregate communities,  assisted
living  properties and nursing homes,  which would include a public  offering of
common shares of a subsidiary  ("Senior  Housing") and a  distribution  to HRP's
shareholders  of common  shares of that  subsidiary.  The  public  offering  and
distribution,   which  are  described  in  more  detail  below,  constitute  one
alternative  transaction  that HRP is considering  with respect to financing its
senior  housing and  healthcare  real estate  investments.  The  transaction  is
hightly contingent.  There can be no assurance that HRP will pursue the spin-off
and public  offering  rather than other  alternatives or that it will separately
finance its senior housing and healthcare  properties at all. References in this
Form 8-K to HRP  includes  its  consolidated  subsidiaries,  unless the  context
otherwise requires.

         If the  distribution by HRP of common shares of Senior Housing to HRP's
shareholders  occurs,  HRP will distribute an information  statement  concerning
those shares prior to or concurrently with the distribution.

         The Proposed Transaction.

         The basic elements of the plan announced by HRP are as follows:

         Senior Housing,  a Maryland real estate  investment  trust, is a wholly
owned subsidiary of HRP. HRP would contribute to other wholly owned subsidiaries
its interest in 84 properties  (including  nine mortgages and related options to
purchase).  The properties would include (i) 14 retirement communities leased by
HRP to  subsidiaries of Marriott  International,  Inc.  ("Marriott"),  (ii) four
congregate  care properties  leased by HRP to  subsidiaries of Brookdale  Living
Communities, Inc., (iii) 25 nursing homes and one senior housing facility leased
to  subsidiaries  of Mariner  Post-Acute  Network,  Inc.,  (iv) 23 nursing homes
leased to, and 9 nursing homes mortgaged by,  subsidiaries of Integrated  Health
Services,  Inc., (v) four nursing homes leased to subsidiaries of Sun Healthcare
Group,  Inc.,  (vi) a nursing  home  leased to a  subsidiary  of Genesis  Health
Ventures,  Inc.  and (vii)  three  nursing  homes  leased to other  tenants.  In
addition,  HRP would  assign to  certain  of the  subsidiaries  its  rights  and
obligations  under a transaction  currently under  negotiation with Marriott for
the purchase of 14 assisting living properties for  approximately  $194 million,
for lease to subsidiaries of Marriott.  As used in this Report, the term "Senior
Housing   Properties"   means  these  84  properties  and  these  14  additional
properties,  collectively,  subject to such substitutions or variations, if any,
as may result when and if the proposed  plan is  finalized.  In exchange for the
transfer of certain the Senior Housing Properties, the relevant HRP subsidiaries
would issue to HRP a $250 million aggregate principal amount note.

         If the plan is consummated,  HRP would contribute the capital shares of
the  subsidiaries  owning  the  Senior  Housing  Properties  to Senior  Housing.
Concurrently with this contribution,  (i) Senior Housing would offer and sell to
the  public 11  million of its common  shares of  beneficial  interest  ("Senior
Housing  Common  Shares")  in an  underwritten  offering,  and  (ii)  HRP  would
distribute to its shareholders approximately one half of the 26.4 million Senior
Housing Common Shares which it currently owns. Senior Housing would also sell to
its Managing  Trustees (Gerard M. Martin and Barry M. Portnoy,  who are also the
Managing  Trustees of HRP) an aggregate of 350,000  Senior Housing Common Shares
for  cash,  at the same  price as the price to the  public  in the  underwritten
offering. Upon completion of the offering and distribution, Senior Housing would
undertake a $250 million term debt financing of certain

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of its properties, secured by 14 properties currently owned and leased by HRP to
subsidiaries  of Marriott.  The proceeds of that  borrowing  would be applied to
repay the $250  million  debt due to HRP.  Senior  Housing  would also  obtain a
separate line of credit (expected to be $100 million).

         In order to permit  Senior  Housing to be in a position to offer Senior
Housing Common Shares when market conditions are appropriate, Senior Housing has
filed a registration statement on Form S-11 (the "Senior Properties Registration
Statement") with the Securities and Exchange  Commission  relating to an initial
offerings to the public of up to 11 million of its common  shares of  beneficial
interest, plus additional shares to cover an underwriters' overallotment option,
and to the  offering  of 350,000  Senior  Housing  Common  Shares to the Messrs.
Martin and Portnoy.

         The Senior Housing Common Shares sold pursuant to the Senior Properties
Registration  Statement  would  be  offered  only  by  Senior  Housing  and  its
underwriters,  and not by HRP. The Senior Properties  Registration Statement has
not yet become  effective.  The Senior Housing Common Shares may not be sold nor
may  offers to buy be  accepted  prior to the time such  registration  statement
becomes  effective.  This Report  shall not  constitute  an offer to sell or the
solicitation of an offer to buy Senior Housing Common Shares, nor shall there be
any sale of the Senior  Housing  Common Shares in any State in which such offer,
solicitation,  or sale would be unlawful prior to registration or  qualification
under the  securities  laws of such  State.  Senior  Housing  has stated  that a
written  prospectus  with respect to the  offerings  contemplated  by the Senior
Properties  Registration Statement meeting the requirements of Section 10 of the
Securities  Act of 1933,  as amended,  may be obtained from Merrill Lynch & Co.,
World Financial Center - North Tower, 250 Vesey Street, New York, NY 10281.

         HRP's  investment  advisor,  REIT Management & Research,  Inc.  ("RMR")
would become the investment  advisor to Senior Housing,  and RMR's contract with
HRP will be amended so that amounts  invested by HRP in Senior  Housing will not
be counted for purposes of determining the advisory fees payable by HRP to RMR.

         A primary  purpose of these  series of  transactions  is to  capitalize
separately Senior Housing as a new REIT with a strong core of senior housing and
healthcare  real  estate  and  industry  contacts  that  can take  advantage  of
favorable  market and demographic  conditions.  To facilitate  these efforts two
senior  officers of RMR will be assigned  to devote  substantially  all of their
business time to Senior Housing. David J. Hegarty is currently the President and
Chief  Operating  Officer  of RMR and of HRP.  Ajay  Saini is  currently  a Vice
President  of RMR and  Treasurer  and  Chief  Financial  Officer  of  HRP.  Upon
completion  of the  financing,  Messrs.  Hegarty  and Saini  will  resign  their
positions  at HRP and  assume  similar  positions  at Senior  Housing.  Upon the
resignation of Mr. Hegarty from HRP, it is expected that John A. Mannix,  a Vice
President of RMR and Executive Vice President of HRP, would become President and
Chief  Operating  Officer  of HRP.  Upon the  resignation  of Mr.  Saini,  it is
expected that John Popeo,  Treasurer and Chief  Financial  Officer of RMR, would
become  Treasurer,  Chief  Financial  Officer and Secretary of HRP. In addition,
Bruce M. Gans, M.D.,  currently an Independent Trustee of HRP, would resign from
HRP and become an independent  trustee of Senior Housing. No nominee replacement
for Dr. Gans has been announced.

         While  HRP  believes  that  pursuing  a  financing  plan of the  nature
described  above is  appropriate  to promote  shareholder  value,  the  proposed
financing is dependent on improved  conditions in the U.S.  capital  markets and
other matters. The registration statement filed by Senior Housing states that it
is was prepared under the assumption and expectation  that various  arrangements
described  therein would be agreed upon or become effective prior to the sale of
Senior  Housing  Common  Shares and that there can be no  assurance  that Senior
Housing will be able to satisfy this assumption and expectation. Among

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other things,  the determination to go forward with the plan, and the ability of
Senior Housing to complete the related  financings,  are dependent upon: (1) the
demand of public equity  markets for Senior  Housing's  common shares at a price
that is  acceptable;  (2) Senior  Housing's  ability to complete the new secured
term debt and line of credit  financings on acceptable  terms; (3) HRP's ability
to obtain necessary  modifications to its credit facilities on acceptable terms;
(4)  HRP's  completion  of  negotiations  to  acquire  the  14  assisted  living
properties  from Marriott on acceptable  terms;  (5) HRP's and Senior  Housing's
ability to obtain all necessary  regulatory and other third-party  approvals for
the  transfers of the Senior  Housing  Properties to Senior  Housing;  (6) final
approval of the transactions by HRP's Board of Trustees;  and (7) the absence of
changes in competitive or economic conditions or other circumstances that affect
HRP's financial condition or results of operations or the anticipated  financial
condition or results of operations of Senior Housing.

Forward Looking Statements

         This Current  Report on Form 8-K contains  statements  that  constitute
forward looking statements within the meaning of the Securities  Exchange Act of
1934, as amended. These statements appear in a number of places in this Form 8-K
and  include  statements  regarding  strategies,   plans,  beliefs  and  current
expectations  of HRP's  management.  Readers are cautioned that any such forward
looking  statements  are not  guarantees  of future events and involve risks and
uncertainties that could cause actual results to differ materially from those in
the forward looking statements.  Such risks and uncertainties  include,  but are
not limited to, the factors discussed in the preceding paragraph.


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                                   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.

                               HRPT PROPERTIES TRUST



                               By:  /s/ Ajay Saini                  
                                    Ajay Saini, Treasurer and Chief Financial
                                    Officer

Date: December 23, 1998