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): December 16, 1999




                              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:  617-796-8350






 Item 5.  Other Events.

         (a)  Election of New Trustee and Senior Vice President

         As previously  announced,  on December 16, 1999, HRPT Properties  Trust
(the  "Company")  elected  Frederick  N.  Zeytoonjian,  age 64,  to its Board of
Trustees as a Group I Trustee to fill the vacancy  created by the resignation of
Dr. Bruce Gans in October 1999 to become a Trustee of Senior Housing  Properties
Trust, a former wholly-owned subsidiary of the Company, a majority of the common
shares of which were distributed in a spin-off to the Company's  shareholders on
October 12, 1999.  Mr.  Zeytoonjian  will serve until the Company's  2002 annual
shareholders  meeting.  Mr.  Zeytoonjian's  principal occupation is, and for the
last five years has been,  as a real estate  investor  and the founder and Chief
Executive Officer of Turf Products Corporation. He is also Chairman of the Board
of Yardmart.com, inc.

         In  addition,  Jennifer B. Clark,  age 38, was elected as a Senior Vice
President of the Company.  Ms. Clark is a Vice President of REIT  Management and
Research, Inc., the investment advisor and property manager to the Company. From
October 1994  through  July 1999 Ms.  Clark was a partner,  and prior to October
1994,  an  associate,  of the Boston law firm of Sullivan & Worcester  LLP.  Ms.
Clark will be primarily responsible for leasing the Company's office properties.

         (b) Possible Sale of Properties and Share Buy Back Program

         The Company has  decided to explore the  possible  sale of up to ten of
its office properties containing approximately 900,000 square feet. Negotiations
for the sale of some of these  properties have begun on a preliminary  basis and
the Company  intends to select  brokers to market the other  properties in early
2000. If all of these  properties  are sold, the Company  currently  expects the
aggregate  proceeds  to be  approximately  $150 to  $160  million.  There  is no
assurance,  however,  that these sales will  occur,  or if they occur when or at
what price and on what terms they will occur.

         In  addition,  the  Company has  commenced  discussions  regarding  two
separate joint ventures in which part interests in some of its larger properties
may be sold to  investors.  The  discussions  are  currently in the  preliminary
stages,  and the  Company  has not  disclosed  the  identity  of the  properties
involved or the possible  joint  venture  partners at this time.  If these joint
ventures  are  successfully  concluded,  the  Company  based on the  preliminary
discussions  would  expect to realize  between  $200 million and $400 million in
aggregate net proceeds for both transactions. There is no assurance however that
these joint  ventures will occur,  or if they occur when or at what price and on
what terms they will occur

         If the above described  dispositions  do occur,  the Company expects to
use the net proceeds to prepay debt, to selectively purchase new investments and
to fund the share buy back program described below.

         The Company's  Board of Trustees  recently  authorized a share buy back
program for up to ten per cent of its fully diluted  common shares  outstanding,
or  approximately  14 million  common shares.  Under the program,  if commenced,
shares would be purchased in open market transactions or in privately negotiated
transactions  during the calendar year 2000 at prices  acceptable to the Company
in its discretion.

                                      -2-


The Company does not intend to increase debt leverage to purchase  shares,  but,
instead,  intends to use proceeds of asset sales or joint  ventures,  if any, to
fund share purchases.

         (c) Amendment to the Company's Advisory Agreement

         On October 12, 1999,  the Company  entered into  Amendment No 1. to its
Advisory  Agreement with REIT Management & Research,  Inc. ("RMR") to modify the
terms of the  advisory  fees due by the  Company to RMR in  connection  with the
Transaction  Agreement  dated as of  September  21, 1999 between the Company and
Senior Housing  Properties Trust and the Company's  spin-off of shares of Senior
Housing  Properties  Trust in October 1999. By the terms of the  Amendment,  the
Company's  historical  cost of real estate assets used to calculate the advisory
fees payable by the Company to RMR excludes the  Company's  investment in Senior
Housing  Properties  Trust  following the spin off of Senior Housing  Properties
Trust in October 1999.

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

(c)      Exhibits.

10.1     Amendment  No. 1 to Advisory  Agreement,  dated as of October 12, 1999,
         between HRPT Properties Trust and REIT Management & Research, Inc.



                           FORWARD LOOKING STATEMENTS

         This Current  Report on Form 8-K contains  statements  and  information
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 the Company'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  Company's  operating  performance  may
decline,  the  Company  may be unable to  conclude  sales or joint  ventures  on
satisfactory  terms,  the Company may be unable to fund a share buy back program
or to  complete  a share buy back  program  before  its share  price  materially
increases, and the factors discussed in this Form 8-K.


                                      -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.

                              HRPT PROPERTIES TRUST



                                   By: /s/ John Popeo
                                       John Popeo, Treasurer and Chief Financial
                                       Officer

Date: December 27, 1999

EX-10.1

                                                                    EXHIBIT 10.1

                      Amendment No. 1 to Advisory Agreement

         This Amendment No. 1 dated as of October 12, 1999 to Advisory Agreement
(the "Advisory  Agreement") dated effective as of January 1, 1998 by and between
HRPT Properties  Trust, a Maryland real estate investment trust (the "Company"),
and REIT Management and Research, Inc., a Delaware corporation (the "Advisor").

         WHEREAS,  on October 12, 1999 the Company effected a spin-off of Senior
Housing  Properties  Trust ("Senior  Housing") a wholly owned  subsidiary of the
Company,  by  transferring  to Senior Housing 93 senior  housing  properties and
distributing  13.2  million  of Senior  Housing's  26 million  common  shares of
beneficial interest, to the Company's  shareholders (as further described in the
Company's  Report  on Form 8-K  dated  September  21,  1999 and the notes to the
unaudited pro forma  consolidated  financial  statements of the Company therein,
filed with the Securities and Exchange Commission) (the "Spin-Off"); and

         WHEREAS,  effective October 12, 1999 Senior Housing entered an advisory
agreement with the Advisor to perform certain real estate investment, management
and administrative services for Senior Housing; and

         WHEREAS,  the  Company and the  Advisor  are  desirous of amending  the
Advisory Agreement to modify the fees payable to the Advisor by the Company as a
result of the spin-off.

         NOW THEREFORE,  in  consideration of the mutual  agreements  herein set
forth, the parties hereto agree as follows:

         1.  Section 9 of the  Advisory  Agreement  shall be amended by deleting
such Section in its entirety and substituting the following in its place:

"9. Compensation.  The Advisor shall be paid, for the services rendered by it to
the Company  pursuant to this Advisory  Agreement,  an annual  advisory fee (the
"Advisory Fee") equal to 0.7 percent of the Average Invested Capital (as defined
below)  computed  as of  the  last  day  of  the  Company's  fiscal  year  up to
$250,000,000,  plus  0.5  percent  of the  Average  Invested  Capital  exceeding
$250,000,000.  In addition,  the Advisor  shall be paid an annual  incentive fee
(the "Incentive  Fee")  consisting of a number of shares of the Company's common
shares of beneficial  interest  ("Common  Shares") with a value  (determined  as
provided  below) equal to fifteen percent 15% of the product of (i) the weighted
average Common Shares of the Company outstanding on a fully diluted basis during
such year and (ii) the excess if any of "FFO Per Share" (as  defined  below) for
such year over the FFO Per Share for the preceding  year.  However,  in no event
shall the Incentive Fee payable in respect of any year exceed $.01 multiplied by
the weighted  average  number of Common  Shares  outstanding  on a fully diluted
basis during such year.  (The  Advisory Fee and  Incentive  Fee are  hereinafter
collectively referred to as the "Fees").

For purposes of this Agreement:  "Average Invested Capital" of the Company shall
mean the  average  of the  aggregate  book  value of the  assets of the  Company
invested,  directly or indirectly,  in equity  interests in and loans secured by
real estate and personal property owned in connection with such real estate, all
before reserves for depreciation or bad debts or other similar noncash




reserves, computed by taking the average of such values at the end of each month
during such period minus the average of the aggregate book value  (calculated as
described above) of (i) the assets  transferred by the Company to Senior Housing
in connection  with the Spin-Off,  for all periods from October 12, 1999 through
December 31, 1999,  and (ii)all of the assets of Senior  Housing for all periods
after January 1, 2000. "Cash Available for  Distribution to Shareholders"  shall
mean,  for any  period,  the net cash  flow  from  operations  of the  Company's
investments for such period less preferred  dividends,  if any, and such amounts
as the  Trustees,  in their sole  discretion,  shall  determine are necessary or
appropriate  to discharge  current debts and  liabilities  of the Company and to
provide reasonable reserves for the payment of non-current debts and liabilities
of the Company and for the  operations  of the Company,  including  reserves for
replacements  and  capital  improvements  and  reserves,  if  any,  required  in
connection  with the  ownership of the  Company's  properties  and  investments.
Calculation of Average  Invested  Capital and Cash Available for Distribution to
Shareholders  shall be made  annually  by the  Company's  independent  certified
public accountants.

The Advisory Fee shall be computed  and paid within  thirty (30) days  following
the end of each fiscal  month by the  Company,  and the  Incentive  Fee shall be
computed and paid within thirty (30) days following the public  availability  of
the Company's  annual audited  financial  statements for each fiscal year.  Such
computations  shall be based upon the Company's  monthly or quarterly  financial
statements,  as the case may be, and shall be in  reasonable  detail.  A copy of
such  computations  shall  promptly be delivered to the Advisor  accompanied  by
payment of the Fees shown thereon to be due and payable.

The  payment of the  aggregate  annual  Fees paid for any  fiscal  year shall be
subject to  adjustment  as of the end of each fiscal year. On or before the 30th
day  after  public  availability  of  the  Company's  annual  audited  financial
statements  for each fiscal year,  the Company  shall  deliver to the Advisor an
Officer's Certificate (a "Certificate") reasonably acceptable to the Advisor and
certified by an authorized  officer of the Company setting forth (i) the Average
Invested  Capital and Cash Available for  Distribution to  Shareholders  for the
Company's fiscal year ended upon the immediately preceding December 31, and (ii)
the Company's computation of the Fees payable for said fiscal year.

If the  aggregate  annual  Fees  payable  for said  fiscal year as shown in such
Certificate exceed the aggregate amounts previously paid with respect thereto by
the Company,  the Company  shall  include its check for such deficit and deliver
the same to the Advisor with such Certificate.

If the  aggregate  annual  Fees  payable  for said  fiscal year as shown in such
Certificate  are less than the aggregate  amounts  previously  paid with respect
thereto by the Company,  the Company shall specify in such  Certificate  whether
the Advisor should (i) remit to the Company its check in an amount equal to such
difference  or (ii) grant the Company a credit  against the Fees next coming due
in the  amount of such  difference  until  such  amount  has been  fully paid or
otherwise discharged.

For purposes of this  Agreement:  "FFO Per Share"  shall mean (i) the  Company's
consolidated  net  income,   computed  in  accordance  with  generally  accepted
accounting   principles,   before  gain  or  loss  on  sale  of  properties  and
extraordinary  items,  depreciation  and other  non-cash  items,

                                      -2-


including the Company's pro rata share of the funds from operations  (determined
in  accordance  with  this  clause)  for  such  year of (A)  any  unconsolidated
subsidiary  and (B) any  entity  for which the  Company  accounts  by the equity
method of  accounting,  divided by (ii) the  weighted  average  number of Common
Shares  outstanding  on a fully diluted basis during such year.  For purposes of
calculating  the Incentive Fee for the fiscal year ending December 31, 1999, FFO
Per Share for the  Company's  fiscal  year  ending  December  31,  1999 shall be
calculated  on a pro forma basis  adjusted as if the Spin-Off had occurred as of
January 1, 2000. For purposes of  calculating  the Incentive Fee for years after
the fiscal year ending December 31, 1999, FFO Per Share for the Company's fiscal
year ending  December 31, 1999 shall be calculated on a pro forma basis adjusted
as if the Spin-Off had occurred as of December 31, 1998.

Payment  of the  Incentive  Fee shall be made by  issuance  of Common  Shares of
Beneficial  Interest under the Company's  1992  Incentive  Share Award Plan. The
number of shares to be issued in payment of the Incentive Fee shall be the whole
number of shares (disregarding any fraction) equal to the value of the Incentive
Fee, as provided  above,  divided by the average  closing price of the Company's
Common Shares of Beneficial  Interest on the New York Stock Exchange  during the
month of December in the year for which the computation is made."

         2. Except as provided  herein,  each of the  provisions of the Advisory
Agreement  shall remain in full force and effect and this  Amendment No. 1 shall
not constitute a  modification,  acceptance or waiver of any other  provision of
the Advisory  Agreement  except as provided  herein.  Each of the parties hereto
ratifies and confirms all of its obligations  under the Advisory  Agreement,  as
amended by this Amendment No. 1.

         3. This Amendment No. 1 may be executed in any number of  counterparts,
all of which taken together shall constitute one and the same instrument.


                                      -3-






         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to Advisory  Agreement to be executed by their duly authorized  officers,  under
seal, as of the day and year first above written.

ATTEST:                                   HRPT PROPERTIES TRUST


/s/ Susan M. Barnard                      By: /s/ John Popeo

                                          Its: Treasurer


ATTEST:                                   REIT MANAGEMENT & RESEARCH, INC.

/s/ Susan M. Barnard                      By: /s/ Thomas M. O'Brien

                                          Its: Vice President