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

PROSPECTUS SUPPLEMENT
(To Prospectus Dated May 6, 1998)


                                2,869,052 Shares
                              HRPT Properties Trust
                      Common Shares of Beneficial Interest

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         Our common shares are traded on the New York Stock  Exchange  under the
symbol "HRP". The last reported sale price of our common shares on that exchange
on May 19, 1999 was $15.125 per share.

         Selling shareholders  identified in this prospectus are offering all of
the shares to be sold in the  offering.  We will not receive any of the proceeds
from the offering.

         This supplement  reflects a change in the number of common shares which
the selling shareholders beneficially own and are offering.  Government Property
Investors,  Inc., one of the selling  shareholders named in the prospectus,  has
advised  us that it has  distributed  all of the  common  shares it owned to its
direct and indirect  stockholders,  effective as of May 18, 1999. As a result of
that distribution:

         o        the number of common shares  beneficially  owned prior to this
                  offering  by The  1818  Fund  II,  L.P.,  one  of the  selling
                  shareholders  named in the  prospectus,  increased  by 207,885
                  shares to 2,142,808 shares, and

         o        the number of common shares  beneficially  owned prior to this
                  offering by the other  selling  shareholders  described in the
                  prospectus,  excluding  Government Property  Investors,  Inc.,
                  increased by 342,950 shares to an aggregate of 978,243 shares.

The 1818 Fund II, L.P. is not offering any of its additional  207,885 shares for
resale pursuant to this prospectus.  The other selling shareholders are offering
a maximum of 298,836 of their  additional  342,950 shares for resale pursuant to
this  prospectus  for a total of  934,129  shares  being  offered  by such other
selling shareholders pursuant to this prospectus.

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         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus  supplement or the  accompanying  prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.

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             The date of this prospectus supplement is May 20, 1999.