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): SEPTEMBER 6, 2002

                              HRPT PROPERTIES TRUST
               (Exact name of registrant as specified in charter)

         MARYLAND                       1-9317                  04-6558834
(State or other jurisdiction         (Commission             (I.R.S. employer
     of incorporation)               file number)         identification number)

      400 CENTRE STREET, NEWTON, MASSACHUSETTS            02458
      (Address of principal executive offices)          (Zip code)

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

                            CERTAIN IMPORTANT FACTORS

THIS CURRENT REPORT CONTAINS FORWARD-LOOKING STATEMENTS AS DEFINED IN THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED. THESE FORWARD-LOOKING STATEMENTS INCLUDE REFERENCES TO
POSSIBLE PROPERTY ACQUISITIONS, REPAYMENT OR REDEMPTION OF DEBT OR OTHER USES OF
PROCEEDS FROM THE OFFERING BY THE COMPANY OF ITS 8 3/4 % SERIES B CUMULATIVE
REDEEMABLE PREFERRED SHARES, AND ITS ABILITY TO PAY DISTRIBUTIONS. THESE
FORWARD-LOOKING STATEMENTS ARE BASED UPON THE COMPANY'S BELIEFS AND
EXPECTATIONS, BUT THEY ARE NOT GUARANTEED AND MAY NOT OCCUR. FOR EXAMPLE, THE
COMPANY MAY OR MAY NOT REPAY DEBT OR PURCHASE PROPERTIES. INVESTORS ARE
CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON FORWARD-LOOKING STATEMENTS.

THE AMENDED AND RESTATED DECLARATION OF TRUST ESTABLISHING THE COMPANY, DATED
JULY 1, 1994, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO, IS DULY
FILED IN THE OFFICE OF THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE
OF MARYLAND, PROVIDES THAT THE NAME "HRPT PROPERTIES TRUST" REFERS TO THE
TRUSTEES UNDER THE DECLARATION OF TRUST, AS SO AMENDED, COLLECTIVELY AS
TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER,
SHAREHOLDER, EMPLOYEE OR AGENT OF THE COMPANY SHALL BE HELD TO ANY PERSONAL
LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, THE
COMPANY. ALL PERSONS DEALING WITH THE COMPANY, IN ANY WAY, SHALL LOOK ONLY TO
THE ASSETS OF THE COMPANY FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY
OBLIGATION.






ITEM 5. OTHER EVENTS

On September 6, 2002, the Company agreed to issue and sell 11,000,000 shares of
a new series of preferred shares, 8 3/4% Series B Cumulative Redeemable
Preferred Shares (the "Series B Preferred Shares"), in a public offering. The
Company expects to issue and deliver the 11,000,000 Series B Preferred Shares on
or about September 12, 2002. The price to the public will be $25 per share. The
Company estimates that the net proceeds from this offering will be about $265.8
million. The Company presently intends to use some of the net proceeds from this
offering to repay $122 million outstanding on its revolving bank credit facility
and to redeem all of its outstanding 6.75% senior notes at par ($128.3 million)
which it has called for redemption on or about October 7, 2002. The remainder
will be used for general business purposes. The Company has also granted the
underwriters an option to purchase an additional 1,650,000 Series B Preferred
Shares to cover over-allotments. The following is a summary of some of the terms
and conditions of the Series B Preferred Shares and does not purport to be
complete. This summary is subject to, and is qualified by reference to all of
the terms and conditions of the Series B Preferred Shares in the related
Articles Supplementary and in the Company's Declaration of Trust. The form of
Articles Supplementary are filed as an exhibit to this Report.

Holders of Series B Preferred Shares will be entitled to receive cumulative cash
dividends at a rate of 8 3/4% per annum of the $25 per share liquidation
preference (equivalent to $2.1875 per annum per share). Beginning in November
2002, distributions on the Series B Preferred Shares will be payable quarterly
in arrears on the 15th day of each November, February, May, and August or, if
not a business day, the next business day. Dividends on the Series B Preferred
Shares will be cumulative from (but excluding) the date of original issuance,
which is expected to be September 12, 2002. The Series B Preferred Shares rank
senior to the Company's common shares with respect to the payment of dividends
and on a parity with the Company's Series A preferred shares.

The Series B Preferred Shares do not have any maturity date, and the Company is
not required to redeem the Series B Preferred Shares. The Company may not redeem
the Series B Preferred Shares prior to September 12, 2007, except in limited
circumstances relating to its continuing qualification as a REIT. On and after
September 12, 2007, the Company may, at its option, redeem the Series B
Preferred Shares, in whole or from time to time in part, by payment of $25 per
share, plus accrued and unpaid distributions through and including the date of
redemption.

If the Company is liquidated, dissolved or wound up, holders of the Series B
Preferred Shares will have the right to receive $25 per share, plus accrued and
unpaid distributions through the date of payment, before any payments are made
to the holders of the Company's common shares and any other shares of beneficial
interest ranking junior to the Series B Preferred Shares as to liquidation
rights. The rights of the holders of the Series B Preferred Shares to receive
their liquidation preference will be subject to the proportionate rights of each
other series or class of the Company's shares ranked on a parity with the Series
B Preferred Shares, including the Company's Series A preferred shares.

Holders of any series of the Company's preferred shares, including the Series B
Preferred Shares generally have no voting rights. However, if the Company does
not pay distributions on its preferred shares for six or more quarterly periods
(whether or not consecutive), the holders of the Series B Preferred Shares,
voting together with the holders of any other series of the Company's preferred
shares which has similar voting rights, including its Series A preferred shares,
will be entitled to vote for the election of two additional trustees to serve on
its board of trustees until the Company pays all distributions which it owes on
its preferred shares. In addition, the affirmative vote of the holders of at
least two-thirds of the Series B Preferred Shares is required for the Company to
authorize, create or increase capital shares ranking senior to the Series B
Preferred Shares or to amend the Company's declaration of trust in a manner that
materially and adversely affects the rights of the holders of the Series B
Preferred Shares. The Series B Preferred Shares are not convertible into or
exchangeable for any other securities or property.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (c) Exhibits.

     1.1 Purchase Agreement, dated as of September 6, 2002 by and among HRPT
         Properties Trust and the several underwriters named therein relating to
         11,000,000 8 3/4% Series B Cumulative Redeemable Preferred Shares.

     3.1 Form of Articles Supplementary relating to the 8 3/4% Series B
         Cumulative Redeemable Preferred Shares.

     4.1 Form of temporary 8 3/4% Series B Cumulative Redeemable Preferred Share
         Certificate.

     8.1 Opinion of Sullivan & Worcester LLP re: tax matters.

    12.1 Computation of Ratio of Earnings to Fixed Charges (incorporated by
         reference from the Company's Quarterly Report for the quarter ended
         June 30, 2002).

    12.2 Computation of Ratio of Earnings to Combined Fixed Charges and
         Preferred Distributions (incorporated by reference from the Company's
         Quarterly Report for the quarter ended June 30, 2002).

    12.3 Computation of Pro Forma Ratio of Earnings to Fixed Charges (filed
         herewith).

    12.4 Computation of Pro Forma Ratios of Earnings to Combined Fixed Charges
         and Preferred Distributions (filed herewith).

    23.1 Consent of Sullivan & Worcester LLP (contained in Exhibit 8.1).





                                   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 hereunto duly authorized.

                             HRPT PROPERTIES TRUST

                          BY: /S/ JOHN C. POPEO

                             John C. Popeo
                             Treasurer and Chief Financial Officer



Date: September 6, 2002

EX-1.1

                                                                   Exhibit 1.1



                                11,000,000 Shares

                              HRPT PROPERTIES TRUST

                    (a Maryland real estate investment trust)


             8 3/4% Series B Cumulative Redeemable Preferred Shares

                     (Liquidation Preference $25 Per Share)

                               PURCHASE AGREEMENT

                                                               September 6, 2002


MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
            Incorporated

UBS WARBURG LLC

   as Representatives of the several Underwriters named
   in Schedule A hereto
c/o  MERRILL LYNCH & CO.
     Merrill Lynch, Pierce, Fenner & Smith
                 Incorporated

     4 World Financial Center
     New York, NY 10080

Ladies and Gentlemen:

     HRPT Properties Trust, a Maryland real estate investment trust (the
"Company"), confirms its agreement with Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and UBS Warburg LLC
("UBS") and each of the other Underwriters named in Schedule A hereto
(collectively, the "Underwriters", which term shall also include any underwriter
substituted as hereinafter provided in Section 10 hereof), for whom Merrill
Lynch and UBS are acting as representatives (in such capacity, the
"Representatives"), with respect to the issue and sale by the Company and the
purchase by the Underwriters, acting severally and not jointly, of the
respective numbers of shares of 8 3/4% Series B Cumulative Redeemable Preferred
Shares (Liquidation Preference $25 Per Share) (the "Series B Preferred Shares")
set forth in said Schedule B, and with respect to the grant by the Company to
the Underwriters, acting severally and not jointly, of the option described in
Section 2(b) hereof to purchase all or any part of 1,650,000 additional Series B
Preferred Shares to cover over-allotments, if any. The aforesaid 11,000,000
Series B Preferred Shares (the "Initial Shares"), together with all or any part
of the 1,650,000 Series B Preferred Shares subject to the option described in
Section 2(b) hereof (the "Option Shares"), are collectively hereinafter called
the "Preferred Shares".

     The Company understands that the Underwriters propose to make a public
offering of the Series B Preferred Shares as soon as the Representatives deem
advisable after this Agreement has been executed and delivered.



     The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 333-56051) for the
registration of debt securities, preferred shares of beneficial interest,
depositary shares, common shares of beneficial interest and warrants under the
Securities Act of 1933, as amended (the "1933 Act"), and has filed such
amendments thereto, if any, as may have been required to the date hereof. Such
registration statement has been declared effective under the 1933 Act. Such
registration statement and the prospectus constituting a part thereof, as
supplemented by the prospectus supplement relating to the Preferred Shares, as
amended or supplemented through the date hereof pursuant to the 1933 Act, the
Securities Exchange Act of 1934, as amended (the "1934 Act") (including, in each
case, all documents incorporated or deemed to be incorporated by reference
therein as of the date hereof), or otherwise, are hereinafter referred to as the
"Registration Statement" and the "Prospectus", respectively. All references in
this Agreement to financial statements and schedules and other information which
is "contained", "included" or "stated" in the Registration Statement or the
Prospectus (and all other references of like import) shall be deemed to mean and
include all such financial statements and schedules and other information which
is or is deemed to be incorporated by reference in the Registration Statement or
in the Prospectus, as the case may be.

     Section 1. REPRESENTATIONS AND WARRANTIES.

     (a) The Company represents and warrants to each Underwriter as of the date
hereof as follows:

          (i) At the respective times the Registration Statement and any
     post-effective amendments thereto (including the filing of the Company's
     most recent Annual Report on Form 10-K with the Commission) became
     effective, the Registration Statement complied in all material respects
     with the requirements of the 1933 Act and the rules and regulations of the
     Commission under the 1933 Act (the "1933 Act Regulations") and did not
     contain an untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading. The Prospectus, at the date hereof (unless the term
     "Prospectus" refers to a prospectus which has been provided to the
     Underwriters by the Company for use in connection with the offering of the
     Preferred Shares which differs from the Prospectus on file at the
     Commission at the date of effectiveness of the Registration Statement, in
     which case at the time it is first provided to the Underwriters for such
     use) and at the Closing Time referred to in Section 2(c) hereof, does not
     and will not include an untrue statement of a material fact or omit to
     state a material fact necessary in order to make the statements therein, in
     the light of the circumstances under which they were made, not misleading;
     provided, however, that the representations and warranties in this
     subsection (i) shall not apply to statements or omissions in the
     Registration Statement or the Prospectus made in reliance upon and in
     conformity with information furnished to the Company in writing by any
     Underwriter through Merrill Lynch expressly for use in the Registration
     Statement or the Prospectus.

          (ii) The documents incorporated or deemed to be incorporated by
     reference in the Prospectus, at the time they were or hereafter are filed
     with the Commission, complied and will comply in all material respects with
     the requirements of the 1934 Act and the

                                       2



     rules and regulations of the Commission under the 1934 Act (the "1934 Act
     Regulations"), and, when read together with the other information in the
     Prospectus, at the time the Registration Statement became effective and at
     Closing Time, did not and will not include an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein, in the light of the
     circumstances under which they were made, not misleading.

          (iii) The Company is a Maryland real estate investment trust duly
     organized, validly existing and in good standing under the laws of the
     State of Maryland. Each of its subsidiaries has been duly organized and is
     validly existing as a corporation, partnership, limited liability company
     or trust in good standing under the laws of its jurisdiction of
     incorporation or organization, except where the failure to be in good
     standing would not have a material adverse effect on the Company and its
     subsidiaries, taken as a whole. Each of the Company and its subsidiaries
     has full power and authority (corporate and other) to carry on its business
     as described in the Registration Statement and in the Prospectus and to
     own, lease and operate its properties. Each of the Company and its
     subsidiaries is duly qualified and is in good standing as a foreign
     corporation, partnership, limited liability company or trust, as the case
     may be, and is authorized to do business in each jurisdiction in which the
     nature of its business or its ownership or leasing of property requires
     such qualification, except where the failure to be so qualified would not
     have a material adverse effect on the Company and its subsidiaries, taken
     as a whole. The Articles Supplementary relating to the Series B Preferred
     Shares (the "Articles Supplementary") will be in full force and effect as
     of the Closing Time.

          (iv) The financial statements of the Company and its subsidiaries,
     together with the related schedules and notes thereto, included or
     incorporated by reference in the Registration Statement and in the
     Prospectus, comply as to form in all material respects with the
     requirements of the 1933 Act. Such financial statements of the Company,
     together with the related schedules and notes thereto, present fairly the
     consolidated financial position, results of operations, shareholders'
     equity and changes in financial position of the Company and its
     subsidiaries, at the dates or for the periods therein specified and have
     been prepared in accordance with generally accepted accounting principles
     ("GAAP") consistently applied throughout the periods involved. The pro
     forma financial statements and other pro forma financial information
     (including the notes thereto) included or incorporated by reference in the
     Registration Statement and in the Prospectus (i) present fairly the
     information shown therein, (ii) have been prepared in accordance with the
     Commission's rules and guidelines with respect to pro forma financial
     statements and (iii) have been properly compiled on the basis described
     therein and the assumptions used in the preparation of such pro forma
     financial statements and other pro forma financial information (including
     the notes thereto) are reasonable and the adjustments used therein are
     appropriate to give effect to the transactions or circumstances referred to
     therein. The adjusted pro forma financial statements and other adjusted pro
     forma financial information (including the notes thereto) included or
     incorporated by reference in the Registration Statement and in the
     Prospectus (i) present fairly the information shown therein and (ii) have
     been properly compiled on the basis described therein and the assumptions
     used in the preparation of such adjusted pro forma financial statements and
     other adjusted pro forma financial information (including the

                                       3




     notes thereto) are reasonable and the adjustments used therein are
     appropriate to give effect to the transactions or circumstances referred to
     therein.

          (v) The accountants who have certified the financial statements of the
     Company and its subsidiaries included or incorporated by reference in the
     Registration Statement and in the Prospectus are independent certified
     public accountants as required by the 1933 Act and the 1933 Act
     Regulations; provided, however, the Company makes no representation or
     warranty with respect to Arthur Andersen LLP, who audited the financial
     statements of Hospitality Properties Trust for the year ended December 31,
     2001 and was convicted of obstruction of justice in June 2002 and ceased to
     practice before the Commission on August 31, 2002.

          (vi) The Preferred Shares to be issued and sold pursuant to this
     Agreement have been duly authorized and, when issued and delivered to you
     against payment therefor as provided hereunder, will have been validly
     issued and will be fully paid, non-assessable (except as otherwise
     described in the Registration Statement) and free of preemptive or similar
     rights; the Preferred Shares conform to the provisions of the Articles
     Supplementary; all outstanding common shares, except for shares issued
     pursuant to the Company's Incentive Share Award Plan and shares issued to
     the Advisor (as defined below) and its affiliates, are listed on the New
     York Stock Exchange, Inc. (the "NYSE") and the Company knows of no reason
     or set of facts which is likely to result in the delisting of such common
     shares or the inability to list the Series B Preferred Shares; and there
     are no rights of holders of securities of the Company to the registration
     of common shares or other securities that would require inclusion of such
     common shares or other securities in the offering of the Series B Preferred
     Shares.

          (vii) This Agreement has been duly authorized, executed and delivered
     by the Company.

          (viii) All of the outstanding shares of beneficial interest of, or
     other ownership interests in, each of the Company's subsidiaries have been
     duly authorized and validly issued and are fully paid and, except as to
     subsidiaries that are partnerships or limited liability companies,
     nonassessable, and, except as disclosed in the Registration Statement or in
     the Prospectus, are or will be owned by the Company free and clear of any
     security interest, claim, lien, encumbrance or adverse interest of any
     nature.

          (ix) The authorized capital of the Company, including the Series B
     Preferred Shares, conforms as to legal matters to the description thereof
     contained in the Prospectus (or the documents incorporated therein by
     reference).

          (x) Since the respective dates as of which information is given in the
     Prospectus, and except as otherwise disclosed therein, (i) there has been
     no material adverse change in the business, operations, earnings,
     prospects, properties or condition (financial or otherwise) of the Company
     and its subsidiaries, taken as a whole, whether or not arising in the
     ordinary course of business, (ii) there have been no material transactions
     entered into by the Company and its subsidiaries, on a consolidated basis,
     other than transactions in the ordinary course of business, (iii) neither
     the Company nor its subsidiaries has

                                       4



     incurred any material liabilities or obligations, direct or contingent, and
     (iv) the Company and its subsidiaries, on a consolidated basis, have not,
     (A) other than regular quarterly dividends, declared, paid or made a
     dividend or distribution of any kind on any class of its shares of
     beneficial interest (other than dividends or distributions from wholly
     owned subsidiaries to the Company), (B) issued any shares of beneficial
     interest of the Company or any of its subsidiaries or any options,
     warrants, convertible securities or other rights to purchase the shares of
     beneficial interest of the Company or any of its subsidiaries (other than
     the issuance of common shares of beneficial interest ("Common Shares") upon
     conversion of certain convertible debentures of the Company) or the
     issuance of Common Shares to the trustees and officers of the Company
     pursuant to the Company's Incentive Share Award Plan) or (C) repurchased or
     redeemed shares of beneficial interest, and (v) there has not been (A) any
     material decrease in the Company's net worth or (B) any material increase
     in the short-term or long-term debt (including capitalized lease
     obligations but excluding borrowings under existing bank lines of credit)
     of the Company and its subsidiaries, on a consolidated basis.

          (xi) The Company and each of its subsidiaries maintains a system of
     internal accounting controls sufficient to provide reasonable assurance
     that (i) transactions are executed in accordance with management's general
     or specific authorizations; (ii) transactions are recorded as necessary to
     permit preparation of financial statements in conformity with GAAP and to
     maintain asset accountability; (iii) access to assets is permitted only in
     accordance with management's general or specific authorization; and (iv)
     the recorded accountability for assets is compared with the existing assets
     at reasonable intervals and appropriate action is taken with respect to any
     differences.

          (xii) Neither the Company nor any of its subsidiaries is in violation
     of its respective charter or by-laws or other organizational documents or
     in default in the performance of any obligation, agreement or condition
     contained in any bond, debenture, note or any other evidence of
     indebtedness or in any other agreement, indenture or instrument to which
     the Company or any of its subsidiaries is a party or by which any of their
     respective properties or assets may be bound or affected, except for any
     such violation that would not have a material adverse effect on the
     condition, financial or otherwise or in the earnings, business affairs or
     business prospects of the Company and its subsidiaries, taken as a whole.
     The Company is not in violation of any law, ordinance, governmental rule or
     regulation or court decree to which it is subject, except for any such
     violations that would not, individually or in the aggregate, have a
     material adverse effect on the business, operations, earnings, prospects,
     properties or condition (financial or otherwise) of any of the Company and
     its subsidiaries, taken as a whole.

          (xiii) Except as disclosed in the Registration Statement or in the
     Prospectus, there is not now pending or, to the knowledge of the Company,
     threatened, any litigation, action, suit or proceeding to which the Company
     is or will be a party before or by any court or governmental agency or
     body, which (A) might result in any material adverse change in the
     condition, financial or otherwise, or in the earnings, business affairs or
     business prospects of the Company and its subsidiaries, taken as a whole,
     or (B) might materially and adversely affect the property or assets of the
     Company and its subsidiaries, taken as a whole, or (C) concerns the Company
     and is required to be disclosed in the Registration

                                       5



     Statement or the Prospectus, or (D) could adversely affect the consummation
     of this Agreement and the issuance, purchase and sale of the Preferred
     Shares. No contract or other document is required to be described in the
     Registration Statement or in the Prospectus or to be filed as an exhibit to
     the Registration Statement that is not described therein or filed as
     required.

          (xiv) The execution, delivery and performance by the Company of this
     Agreement, the issuance, offering and sale by the Company of the Preferred
     Shares as contemplated by the Registration Statement and by the Prospectus
     and the consummation of the transactions contemplated hereby and
     compliance with the terms and provisions hereof, will not violate or
     conflict with or constitute a breach of any of the terms or provisions of,
     or a default under, (i) the Amended and Restated Declaration of Trust (the
     "Declaration of Trust") or the By-laws of the Company or the charter or
     by-laws or other organizational documents of any subsidiaries of the
     Company, (ii) any agreement, indenture or other instrument to which the
     Company or any of its subsidiaries is a party or by which the Company or
     any of its subsidiaries or their respective properties or assets is bound,
     or (iii) any laws, administrative regulations or rulings or decrees to
     which the Company or any of its subsidiaries or their respective properties
     or assets may be subject.

          (xv) No consent, approval, authorization or order of, or registration,
     filing or qualification with, any governmental body or regulatory agency
     having jurisdiction over the Company or any of its subsidiaries or any of
     their respective properties or assets is required for the execution,
     delivery and performance of this Agreement and the consummation of the
     transactions contemplated hereby, including, without limitation, the
     issuance, sale and delivery of the Preferred Shares pursuant to this
     Agreement, except such as have been obtained and such as may be required
     under foreign and state securities or "Blue Sky" or real estate syndication
     laws, it being understood that the Articles Supplementary have not been
     filed with the State Department of Assessments and Taxation of the State of
     Maryland ("SDAT") as of the date hereof, but that such document will be
     filed with the SDAT prior to the Closing Time.

          (xvi) Except as otherwise disclosed in the Registration Statement or
     in the Prospectus, the Company and each of its subsidiaries has good and
     marketable title or ground leases, free and clear of all liens, claims,
     encumbrances and restrictions, except liens for taxes not yet due and
     payable and other liens and encumbrances which do not, either individually
     or in the aggregate, materially and adversely affect the current use or
     value thereof, to all property and assets described in the Registration
     Statement or in the Prospectus as being owned by them. Except as otherwise
     set forth in the Registration Statement or in the Prospectus, all leases to
     which the Company and each of its subsidiaries is a party relating to real
     property, and all other leases which are material to the business of the
     Company and its subsidiaries, taken as a whole, are valid and binding, and
     no default (to the Company's knowledge, in the case of leases to which the
     Company is a party as lessor, that would, individually or in the aggregate,
     have a material adverse effect on the business, operations, earnings,
     prospects, properties or condition (financial or otherwise) of the Company
     and its subsidiaries, taken as a whole) has occurred and is continuing
     thereunder, and the Company and each of its subsidiaries enjoys peaceful
     and undisturbed possession under all such leases to which it is a party as
     lessee. With respect

                                       6



     to all properties owned or leased by the Company and each of its
     subsidiaries, the Company or such subsidiary has such documents,
     instruments, certificates, opinions and assurances, including without
     limitation, fee, leasehold owners or mortgage title insurance policies
     (disclosing no encumbrances or title exceptions which are material to the
     Company and its subsidiaries considered as a whole, except as otherwise set
     forth in the Registration Statement and in the Prospectus), legal opinions
     and property insurance policies in each case in form and substance as are
     usual and customary in transactions involving the purchase of similar real
     estate and are appropriate for the Company or such subsidiary to have
     obtained.

          (xvii) The Company and each of its subsidiaries owns, or possesses
     adequate rights to use, all patents, trademarks, trade names, service
     marks, copyrights, licenses and other rights necessary for the conduct of
     their respective businesses as described in the Registration Statement and
     in the Prospectus, and neither the Company nor any of its subsidiaries has
     received any notice of conflict with, or infringement of, the asserted
     rights of others with respect to any such patents, trademarks, trade names,
     service marks, copyrights, licenses and other such rights (other than
     conflicts or infringements that, if proven, would not have a material
     adverse effect on the business, operations, earnings, prospects, properties
     or condition (financial or otherwise) of the Company and its subsidiaries,
     taken as a whole), and neither the Company nor any of its subsidiaries
     knows of any basis therefor.

          (xviii) All material tax returns required to be filed by the Company
     and each of its subsidiaries in any jurisdiction have been timely filed,
     other than those filings being contested in good faith, and all material
     taxes, including withholding taxes, penalties and interest, assessments,
     fees and other charges due pursuant to such returns or pursuant to any
     assessment received by the Company or any of its subsidiaries have been
     paid, other than those being contested in good faith and for which adequate
     reserves have been provided.

          (xix) Except for those matters which in the aggregate do not have a
     material adverse effect on the business, operations, earnings, prospects,
     properties or condition (financial or otherwise) of the Company and its
     subsidiaries taken as a whole, and except for Hazardous Materials (as
     defined below) or substances which are handled and/or disposed of in
     compliance with all applicable federal, state and local requirements, to
     the Company's knowledge, after due investigation, the real property owned,
     leased or otherwise operated by the Company and each of its subsidiaries in
     connection with the operation of their respective businesses, including,
     without limitation, any subsurface soils and ground water (the "Realty"),
     is free of contamination from any Hazardous Materials. To the Company's
     knowledge, after due investigation, the Realty does not contain any
     underground storage or treatment tanks, active or abandoned water, gas or
     oil wells, or any other underground improvements or structures, other than
     the foundations, footings, or other supports for the improvements located
     thereon which, based on present knowledge, could, in their present
     condition, reasonably be expected to presently cause a material detriment
     to or materially impair the beneficial use thereof by the Company or
     constitute or cause a significant health, safety or other environmental
     hazard to occupants or users thereof without regard to any special
     conditions of such occupants or users.

                                       7



     The Company represents that, after due investigation, it has no knowledge
     of any material violation, with respect to the Realty, of any Environmental
     Law, or of any material liability on the part of the Company with respect
     to the Realty, resulting from the presence, use, release, threatened
     release, emission, disposal, pumping, discharge, generation or processing
     of any Hazardous Materials. As used herein, "Environmental Law" means any
     federal, state or local statute, regulation, judgment, order or
     authorization relating to emissions, discharges, releases or threatened
     releases of Hazardous Materials into ambient air, surface water, ground
     water, publicly-owned treatment works, septic systems or land, or otherwise
     relating to the pollution or protection of public health or the
     environment, and "Hazardous Materials" means any substance, material or
     waste which is regulated, defined, or listed as a "hazardous waste",
     "hazardous substance", "toxic substance", "medical waste", "infectious
     waste" or other similar terms in any Environmental Law or by any federal,
     state or local government or quasi-government authority, or any petroleum
     products, asbestos, lead-based paint, polychlorinated biphenyls, flammable
     explosives or radioactive materials.

          (xx) Each of the Company and its subsidiaries has such permits,
     licenses, franchises and authorizations of governmental or regulatory
     authorities (together, "permits"), including, without limitation, under any
     applicable Environmental Law, as are necessary to own, lease and operate
     its properties and to engage in the business currently conducted by it,
     except such licenses and permits as to which the failure to own or possess
     will not in the aggregate have a material adverse effect on the business,
     operations, earnings, prospects, properties or condition (financial or
     otherwise) of the Company and its subsidiaries, taken as a whole, and the
     Company does not have any reason to believe that any governmental body or
     agency is considering limiting, suspending or revoking any such license,
     certificate, permit, authorization, approval, franchise or right; each of
     the Company and its subsidiaries has fulfilled and performed all of its
     material obligations with respect to such permits and no event has occurred
     which allows, or after notice or lapse of time would allow, revocation or
     termination thereof or results in any other material impairment of the
     rights of the holder of any such permit; and, except as described in the
     Registration Statement and in the Prospectus, such permits contain no
     restrictions that are materially burdensome to the Company or any of its
     subsidiaries.

          (xxi) To the knowledge of the Company, no labor problem exists or is
     imminent with employees of the Company or any of its subsidiaries that
     could have a material adverse effect on the business, operations, earnings,
     prospects, properties or condition (financial or otherwise) of the Company
     and its subsidiaries, taken as a whole.

          (xxii) Neither the Company nor any of its subsidiaries nor, to the
     knowledge of the Company, any officer, trustee or director purporting to
     act on behalf of the Company or any of its subsidiaries, has at any time:
     (i) made any contributions to any candidate for political office, or failed
     to disclose fully any such contributions, in violation of law; (ii) made
     any payment of funds to, or received or retained any funds from, any state,
     federal or foreign governmental officer or official, or other person
     charged with similar public or quasi-public duties, other than payments
     required or allowed by applicable law; or (iii) engaged in any
     transactions, maintained any bank accounts or used any corporate funds

                                       8



     except for transactions, bank accounts and funds, which have been and are
     reflected in the normally maintained books and records of the Company and
     its subsidiaries.

          (xxiii) Except as referred to or described in the Registration
     Statement and in the Prospectus, none of the subsidiaries of the Company
     owns any shares of stock or any other securities of any corporation or has
     any equity interest in any firm, partnership, association or other entity
     other than the issued capital shares of its subsidiaries, and the Company
     does not own, directly or indirectly, any shares of stock or any other
     securities of any corporation or have any equity interest in any firm,
     partnership, association or other entity other than the issued capital
     shares of its subsidiaries, except in each case for non-controlling
     positions acquired in the ordinary course of business.

          (xxiv) Except as disclosed in the Registration Statement and in the
     Prospectus, there are no material outstanding loans or advances or material
     guarantees of indebtedness by the Company or any of its subsidiaries to or
     for the benefit of any of the officers, trustees or directors of the
     Company or any of its subsidiaries or any of the members of the families of
     any of them.

          (xxv) The Company and each of its subsidiaries maintains insurance,
     duly in force, with insurers of recognized financial responsibility; such
     insurance insures against such losses and risks as are adequate in
     accordance with customary industry practice to protect the Company and its
     subsidiaries and their respective businesses; and neither the Company nor
     any such subsidiary has any reason to believe that it will not be able to
     renew its existing insurance coverage as and when such coverage expires or
     to obtain similar coverage from similar insurers as may be necessary to
     continue its business at a cost that would not materially and adversely
     affect the business, operations, earnings, prospects, properties or
     condition (financial or otherwise) of the Company and its subsidiaries,
     taken as a whole, except as disclosed in or contemplated by the
     Registration Statement and by the Prospectus.

          (xxvi) Neither the Company nor any of its officers and directors (as
     defined in the 1933 Act Regulations) has taken or will take, directly or
     indirectly, prior to the termination of the offering contemplated by this
     Agreement, any action designed to stabilize or manipulate the price of any
     security of the Company, or which has caused or resulted in, or which might
     in the future reasonably be expected to cause or result in, stabilization
     or manipulation of the price of any security of the Company to facilitate
     the sale or resale of the Preferred Shares.

          (xxvii) Neither the Company nor any of its subsidiaries is an
     "investment company" or an "affiliated person" of, or "promoter" or
     "principal underwriter" for, an "investment company" as such terms are
     defined in the Investment Company Act of 1940, as amended (the "1940 Act"),
     or an "investment adviser" as such term is defined in the Investment
     Advisers Act of 1940, as amended.

          (xxviii) The Company is organized in conformity with the requirements
     for qualification, and, as of the date hereof the Company operates, and as
     of Closing Time the Company will operate, in a manner that qualifies the
     Company as a "real estate

                                       9



     investment trust" under the Internal Revenue Code of 1986, as amended (the
     "Code"), and the rules and regulations thereunder, for 2002 and subsequent
     years. The Company qualified as a real estate investment trust under the
     Code for each of its taxable years from 1987 through 2001.

          (xxix) No default exists, and no event has occurred which, with notice
     or lapse of time or both, would constitute a default in the due performance
     and observance of any term, covenant or condition of any indenture,
     mortgage, deed of trust, lease or other agreement or instrument to which
     the Company or any of its subsidiaries is a party or by which the Company
     or any of its subsidiaries or any of their respective properties is bound
     or may be affected, except such defaults which, singly or in the aggregate,
     would not have a material adverse effect on the business, operations,
     earnings, prospects, properties or condition (financial or otherwise) of
     the Company and its subsidiaries, considered as a whole, except as
     disclosed in the Registration Statement and in the Prospectus.

          (xxx) Except as otherwise disclosed in the Prospectus, since the
     respective dates as of which information is given in the Prospectus, there
     has been no material adverse change in the business, operations, earnings,
     prospects, properties or condition (financial or otherwise) of Reit
     Management & Research LLC (the "Advisor"), whether or not arising in the
     ordinary course of business, that would have a material adverse effect on
     the Company and its subsidiaries, taken as a whole. The Advisory Agreement,
     dated as of January 1, 1998 and Amendment No. 1 thereto, dated as of
     October 12, 1999 (the "Advisory Agreement"), between the Company and the
     Advisor, has been duly authorized, executed and delivered by the parties
     thereto and constitutes the valid agreement of the parties thereto,
     enforceable in accordance with its terms, except as limited by (a) the
     effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent
     transfer or other similar laws relating to or affecting the rights or
     remedies of creditors or (b) the effect of general principles of equity
     (regardless of whether enforcement is sought in a proceeding in equity or
     at law).

     (b) Any certificate signed by any officer of the Company or any of its
subsidiaries and delivered to the Representatives or to counsel for the
Underwriters shall be deemed a representation and warranty by the Company to
each Underwriter as to the matters covered thereby.

     Section 2. SALE AND DELIVERY TO THE UNDERWRITERS; CLOSING.

     (a) On the basis of the representations and warranties herein contained and
subject to the terms and conditions herein set forth, the Company agrees to sell
to each Underwriter, severally and not jointly, and each Underwriter, severally
and not jointly, agrees to purchase from the Company, at a price per share of
$24.2125 plus accrued distributions, if any, from (but excluding) the date of
original issue, the number of Initial Shares set forth in Schedule A opposite
the name of such Underwriter, plus any additional number of Initial Shares which
such Underwriter may become obligated to purchase pursuant to the provisions of
Section 10 hereof.

                                       10



     (b) In addition, on the basis of the representations and warranties herein
included and subject to the terms and conditions herein set forth, the Company
hereby grants an option to the Underwriters, severally and not jointly, to
purchase up to an additional 1,650,000 Preferred Shares at the price per share
set forth in Section 2(a) above. The option hereby granted will expire 30 days
after the date of this Agreement and may be exercised in whole or in part from
time to time only for the purpose of covering over-allotments which may be made
in connection with the offering and distribution of the Initial Shares upon
notice by the Representatives to the Company setting forth the number of Option
Shares as to which the several Underwriters are then exercising the option and
the time, date and place of payment and delivery for such Option Shares. Any
such time and date of delivery (a "Date of Delivery") shall be determined by the
Representatives but shall not be later than seven full business days, nor
earlier than two full business days, after the exercise of said option, nor in
any event prior to Closing Time, unless otherwise agreed upon by the
Representatives and the Company. If the option is exercised as to all or any
portion of the Option Shares, such Option Shares shall be purchased by the
Underwriters, severally and not jointly, in proportion to their respective
Initial Share underwriting obligations as set forth in Schedule A.

     (c) Payment of the purchase price for and delivery of certificates for the
Initial Shares shall be made at the offices of Sullivan & Worcester LLP, One
Post Office Square, Boston, Massachusetts 02109, or at such other place as shall
be agreed upon by the Representatives and the Company, at 9:00 A.M. on the
fourth business day (unless postponed in accordance with the provisions of
Section 10 hereof) following the date of this Agreement, or such other time not
later than ten business days after such date as shall be agreed upon by the
Representatives and the Company (such time and date of payment and delivery
being herein called "Closing Time"). In addition, in the event that the
over-allotment option described in Section 2(b) above is exercised by the
Underwriters, payment of the purchase price for and delivery of certificates for
the related Option Shares shall be made at the above-mentioned office of
Sullivan & Worcester LLP, or at such other place as shall be mutually agreed
upon by the Representatives and the Company, on each Date of Delivery as
specified in the notice from the Representatives to the Company. Payment shall
be made by wire transfer of immediately available funds to an account designated
by the Company against delivery to the Representatives for the respective
accounts of the Underwriters of certificates for the Preferred Shares to be
purchased by them. The certificates for the Initial Shares and the Option Shares
shall be in such authorized denominations and registered in such names as the
Representatives may request in writing at least two full business days before
Closing Time or the Date of Delivery, as the case may be. It is understood that
each Underwriter has authorized the Representatives, for its account, to accept
delivery of and receipt for, and to make payment of, the purchase price for, the
Initial Shares and the Option Shares which it has agreed to purchase. The
Representatives, individually and not as representatives of the several
Underwriters may (but shall not be obligated to) make payment of the purchase
price for the Initial Shares or the Option Shares to be purchased by any
Underwriter whose funds have not been received by Closing Time, but any such
payment shall not relieve such Underwriter from its obligations hereunder. The
certificates for the Initial Shares and the Option Shares will be made available
for examination and packaging by the Representatives not later than 10:00 A.M.
(Eastern time) on the business day prior to Closing Time or the Date of
Delivery, as the case may be.

                                       11



     Section 3. COVENANTS OF THE COMPANY. The Company covenants with each
Underwriter as follows:


     (a) Immediately following the execution of this Agreement, the Company will
prepare a Prospectus Supplement setting forth the number of Preferred Shares
covered thereby and their terms not otherwise specified in the Prospectus, the
Underwriters' names, the price at which the Preferred Shares are to be purchased
by the Underwriters from the Company, and such other information as the
Representatives and the Company deem appropriate in connection with the offering
of the Preferred Shares; and the Company will promptly transmit copies of the
Prospectus Supplement to the Commission for filing pursuant to Rule 424(b) of
the 1933 Act Regulations and will furnish to the Representatives as many copies
of the Prospectus (including such Prospectus Supplement) as they shall
reasonably request.

     (b) Until the termination of the initial offering of the Preferred Shares,
the Company will notify the Representatives immediately, and confirm the notice
in writing, (i) of the effectiveness of any amendment to the Registration
Statement, (ii) of the transmittal to the Commission for filing of any
supplement or amendment to the Prospectus or any document to be filed pursuant
to the 1934 Act, (iii) of the receipt of any comments from the Commission with
respect to the Preferred Shares, (iv) of any request by the Commission for any
amendment to the Registration Statement or any amendment or supplement to the
Prospectus with respect to the Preferred Shares or for additional information
relating thereto, and (v) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the initiation of
any proceedings for that purpose. The Company will make every reasonable effort
to prevent the issuance of any such stop order and, if any stop order is issued,
to obtain the lifting thereof at the earliest possible moment.

     (c) The Company will give the Representatives notice of its intention to
file or prepare any post-effective amendment to the Registration Statement or
any amendment or supplement (including any document to be filed pursuant to the
1934 Act prior to the termination of the initial offering of the Preferred
Shares) to the Prospectus (including any revised prospectus which the Company
proposes for use by the Underwriters in connection with the offering of the
Preferred Shares which differs from the prospectus on file at the Commission at
the time that the Registration Statement becomes effective, whether or not such
revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933
Act Regulations), will furnish the Representatives with copies of any such
amendment or supplement a reasonable amount of time prior to such proposed
filing or use, as the case may be, and will not file any such amendment or
supplement or use any such prospectus to which counsel for the Underwriters
shall reasonably object.

     (d) The Company will deliver to each of the Representatives a conformed
copy of the Registration Statement as originally filed and of each amendment
thereto filed prior to the termination of the initial offering of the Preferred
Shares (including exhibits filed therewith or incorporated by reference therein
and the documents incorporated by reference into the Prospectus pursuant to Item
12 of Form S-3).

     (e) The Company will furnish to the Representatives, from time to time
during the period when the Prospectus is required to be delivered under the 1933
Act or the 1934 Act, such number of copies of the Prospectus (as amended or
supplemented) as the Representatives may reasonably

                                       12



request for the purposes contemplated by the 1933 Act, the 1933 Act Regulations,
the 1934 Act or 1934 Act Regulations.

     (f) If any event shall occur as a result of which it is necessary, in the
opinion of counsel for the Underwriters, to amend or supplement the Prospectus
in order to make the Prospectus not misleading in the light of the circumstances
existing at the time it is delivered, the Company will either (i) forthwith
prepare and furnish to the Representatives an amendment of or supplement to the
Prospectus or (ii) make an appropriate filing pursuant to Section 13, 14 or 15
of the 1934 Act, in form and substance reasonably satisfactory to counsel for
the Underwriters, which will amend or supplement the Prospectus so that it will
not include an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances existing at the time it is delivered, not misleading.

     (g) The Company will endeavor in good faith, in cooperation with the
Representatives, to qualify the Preferred Shares for offering and sale under the
applicable securities laws and real estate syndication laws of such states and
other jurisdictions of the United States as the Representatives may designate;
provided that, in connection therewith, the Company shall not be required to
qualify as a foreign corporation or trust or to file any general consent to
service of process. In each jurisdiction in which the Preferred Shares have been
so qualified the Company will file such statements and reports as may be
required by the laws of such jurisdiction to continue such qualification in
effect for so long as required for the distribution of the Preferred Shares.

     (h) The Company will make generally available to its security holders as
soon as reasonably practicable, but not later than 30 days after the close of
the period covered thereby, an earning statement of the Company (in form
complying with the provisions of Rule 158 of the 1933 Act Regulations) covering
a period of at least twelve months beginning not later than the first day of the
Company's fiscal quarter next following the effective date of the Registration
Statement. "Earning statement", "make generally available" and "effective date"
will have the meanings contained in Rule 158 of the 1933 Act Regulations.

     (i) The Company will use the net proceeds received by it from the sale of
the Preferred Shares in the manner specified in the Prospectus under the caption
"Use of Proceeds" in all material respects.

     (j) The Company will use its best efforts to effect the listing of the
Preferred Shares on the NYSE.

     (k) The Company currently intends to continue to elect to qualify as a
"real estate investment trust" under the Code, and use its best efforts to
continue to meet the requirements to qualify as a "real estate investment
trust".

     (l) The Company will timely file any document which it is required to file
pursuant to the 1934 Act prior to the termination of the offering of the
Preferred Shares.

     (m) The Company will not, during a period of 90 days from the date of this
Agreement, without the prior written consent of Merrill Lynch, register, offer,
sell, contract to sell, grant any option to purchase or otherwise dispose of any
Series B Preferred Shares or any securities

                                       13



convertible into or exercisable or exchangeable for Series B Preferred Shares,
or warrants to purchase Series B Preferred Shares, other than the Preferred
Shares which are to be sold pursuant to this Agreement.

     Section 4. PAYMENT OF EXPENSES. The Company will pay all expenses incident
to the performance of its obligations under this Agreement, including (i) the
preparation and filing of the Registration Statement as originally filed and of
each amendment thereto, (ii) the preparation and filing of this Agreement, (iii)
the preparation, issuance and delivery of the Preferred Shares to the
Underwriters, (iv) the fees and disbursements of counsel for the Company,
referred to in Section 5(b) hereof, and the Company's accountants, (v) the
qualification of the Preferred Shares under securities laws and real estate
syndication laws in accordance with the provisions of Section 3(g) hereof,
including filing fees and the fee and disbursements of counsel for the Company
in connection therewith and in connection with the preparation of any Blue Sky
Survey, (vi) the printing and delivery to the Underwriters of copies of the
Registration Statement as originally filed and of each amendment thereto, and of
the Prospectus and any amendments or supplements thereto, (vii) the fees and
expenses incurred in connection with the listing of the Preferred Shares on the
NYSE, (viii) the cost of printing or reproducing and delivering to the
Underwriters copies of any Blue Sky Survey, (ix) the cost of providing any CUSIP
or other identification numbers for the Preferred Shares, and (x) any transfer
taxes imposed on the sale of the Preferred Shares to the Underwriters.

     If this Agreement is terminated by the Representatives in accordance with
the provisions of Section 5 or Section 9(a)(i), the Company shall reimburse the
Underwriters for all of their out-of-pocket expenses, including the reasonable
fees and disbursements of counsel for the Underwriters.

     Section 5. CONDITIONS OF THE UNDERWRITERS' OBLIGATIONS. The obligations of
the Underwriters hereunder are subject to the accuracy of the representations
and warranties of the Company herein contained, to the performance by the
Company of its obligations hereunder, and to the following further conditions:

     (a) At Closing Time no stop order suspending the effectiveness of the
Registration Statement shall have been issued under the 1933 Act or proceedings
therefor initiated or threatened by the Commission. The price of the Preferred
Shares and any other information previously omitted from the effective
Registration Statement pursuant to Rule 415 of the 1933 Act Regulations shall
have been transmitted to the Commission for filing pursuant to Rule 424(b) of
the 1933 Act Regulations within the prescribed time period, and prior to Closing
Time the Company shall have provided evidence satisfactory to
theRepresentativesof such timely filing, or a post-effective amendment providing
such information shall have been filed and declared effective in accordance with
the requirements of the 1933 Act Regulations.

     (b) At Closing Time the Representatives shall have received the favorable
opinion, dated as of Closing Time, of Sullivan & Worcester LLP, counsel for the
Company, in form and substance satisfactory to counsel for the Underwriters, to
the effect that:

          (i) The Company is a Maryland real estate investment trust duly
     organized, validly existing and in good standing under the laws of the
     State of Maryland; each of its

                                       14



     Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X under
     the 1933 Act) is a Maryland real estate investment trust duly organized,
     validly existing and in good standing under the laws of the State of
     Maryland; each of the Company and its subsidiaries has the trust,
     partnership or corporate (as applicable) power and authority to carry on
     its business as described in the Registration Statement and in the
     Prospectus and to own, lease and operate its properties; each of the
     Company and its subsidiaries is duly qualified and is in good standing as a
     foreign corporation, partnership or trust, as the case may be, authorized
     to do business in each jurisdiction in which its ownership or leasing of
     property requires such qualification, except where the failure to be so
     qualified would not have a material adverse effect on the Company and its
     subsidiaries, taken as a whole.

          (ii) (A) All of the outstanding shares of beneficial interest of the
     Company have been duly authorized by all necessary trust action and are
     validly issued, fully paid and non-assessable (except as otherwise
     described in the Registration Statement and the Prospectus) and (B) the
     Preferred Shares have been duly authorized by all necessary trust action
     and, when issued and delivered to the Underwriters against payment therefor
     in accordance with the terms of this Agreement, will be validly issued,
     fully paid and non-assessable, and will be free of any preemptive or, to
     such counsel's knowledge, similar rights that entitle any person (other
     than the Underwriters, their successors and assigns) to acquire any
     Preferred Shares upon the issuance thereof by the Company.

          (iii) All of the issued and outstanding shares of beneficial interest
     of, or other ownership interests in, each of the Company's subsidiaries
     have been duly authorized and validly issued and are fully paid and, except
     as to subsidiaries that are partnerships, non-assessable, and, to such
     counsel's knowledge, are owned by the Company free and clear of any
     security interest or other adverse interest (within the meaning of Article
     8 of the Massachusetts Uniform Commercial Code).

          (iv) The Company has the requisite trust power and authority to enter
     into and perform this Agreement and to issue and deliver the Preferred
     Shares.

          (v) The relative rights, preferences, interests and powers of the
     Series B Preferred Shares are set forth in the Declaration of Trust,
     including the Articles Supplementary relating to the Series B Preferred
     Shares, and all such provisions relating to the Series B Preferred Shares
     are valid under Title 8 of the Corporations and Associations Article of the
     Annotated Code of Maryland.

          (vi) This Agreement has been duly authorized, executed and delivered
     by the Company.

          (vii) The execution, delivery and performance of this Agreement, and
     the consummation of the transactions herein contemplated will not conflict
     with or constitute a breach or violation of any of the terms or provisions
     of, or constitute a default under, (A) the declaration of trust or the
     by-laws of the Company or the Significant Subsidiaries of the Company, (B)
     except as disclosed in the Prospectus, any material agreement, indenture or
     other instrument to which the Company, or the Significant Subsidiaries or
     their respective material properties or assets is bound, or (C) any laws,
     administrative

                                       15



     regulations or rulings or decrees known to such counsel to which the
     Company, the Significant Subsidiaries or their respective material
     properties or assets may be subject.

          (viii) No consent, approval, authorization, order, registration,
     filing, qualification, license or permit of or with any federal,
     Massachusetts or Maryland court or public, governmental or regulatory
     agency or body having jurisdiction over the Company or the Significant
     Subsidiaries or any of their respective material properties or assets is
     required for the Company's execution, delivery and performance of this
     Agreement and the consummation of the transactions contemplated hereby,
     including, without limitation, the issuance, sale and delivery of the
     Preferred Shares pursuant to this Agreement, except such as have been
     obtained and such as may be required under foreign and state securities or
     "Blue Sky" laws.

          (ix) The Registration Statement has become effective under the 1933
     Act, and, to the knowledge of such counsel, no stop order suspending the
     effectiveness of the Registration Statement is in effect, and no
     proceedings for such purpose are pending before or threatened by the
     Commission; and any required filing of the Prospectus pursuant to Rule 424
     under the 1933 Act has been made in accordance with said Rule 424.

          (x) To such counsel's knowledge, except as disclosed in the
     Registration Statement or in the Prospectus, there is not now pending or
     threatened, any litigation, action, suit or proceeding to which the Company
     or any of its subsidiaries is or will be a party before or by any court or
     governmental agency or body, which (A) might result in any material adverse
     change in the condition, financial or otherwise, or in the business,
     operations, earnings, prospects or properties of the Company and its
     subsidiaries, taken as a whole, or (B) might materially and adversely
     affect the property or assets of the Company and its subsidiaries, taken as
     a whole, or (C) concerns the Company or any of its subsidiaries and is
     required to be disclosed in the Prospectus, or (D) could adversely affect
     the consummation of this Agreement and the issuance of the Preferred
     Shares; to such counsel's knowledge, no contract or other document is
     required to be described in the Registration Statement or in the Prospectus
     or to be filed as an exhibit to the Registration Statement that is not
     described therein or filed as required.

          (xi) Except as otherwise disclosed in the Prospectus, to such
     counsel's knowledge, neither the Company nor any of its subsidiaries is in
     violation of its respective charter or by-laws or other organizational
     documents or in default in the performance of any obligation, agreement or
     condition contained in any bond, debenture, note or any other evidence of
     indebtedness or in any other material agreement, indenture or instrument to
     which the Company or any of its subsidiaries is a party or by which any of
     their respective properties or assets may be bound or affected, except for
     any such violation that would not have a material adverse effect on the
     business, operations, earnings, business prospects, properties or condition
     (financial or otherwise) of the Company and its subsidiaries taken as a
     whole.

          (xii) To such counsel's knowledge, each of the Company and its
     subsidiaries has such permits, licenses, franchises and authorizations of
     governmental or regulatory

                                       16



     authorities (together, "permits"), including, without limitation, under any
     applicable Environmental Law, as are necessary to own, lease and operate
     its properties and to engage in the business currently conducted by it,
     except such licenses and permits as to which the failure to own or possess
     will not in the aggregate have a material adverse effect on the business,
     operations, earnings, business prospects, properties or condition
     (financial or otherwise) of the Company and its subsidiaries, taken as a
     whole.

          (xiii) The Registration Statement and the Prospectus and any
     supplements or amendments thereto (except for the financial statements and
     the notes thereto and the schedules and other financial data included
     therein, as to which such counsel need not express any opinion) comply as
     to form in all material respects with the requirements of the 1933 Act.

          (xiv) Each document incorporated by reference in the Registration
     Statement and in the Prospectus (except for the financial statements and
     the notes thereto and the schedules and other financial data included
     therein, as to which such counsel need not express any opinion) complied as
     to form when filed with the Commission in all material respects with the
     requirements of the 1934 Act.

          (xv) To the extent required to be described therein, the Preferred
     Shares conform in all material respects to the descriptions in the
     Registration Statement and the Prospectus.

          (xvi) The statements (a) in the Prospectus under the captions
     "Description of the Series B Preferred Shares", "Redemption; Business
     Combinations and Control Share Acquisitions," "Limitation of Liability;
     Shareholder Liability" and "Federal Income Tax and ERISA Considerations"
     and (b) in Item 1 of the Company's Annual Report on Form 10-K for the
     fiscal year ended December 31, 2001 under the captions "Federal Income Tax
     Considerations" and "ERISA Plans, Keogh Plans and Individual Retirement
     Accounts" in each case insofar as they purport to summarize matters arising
     under Massachusetts or Maryland law or the federal law of the United
     States, or provisions of documents to which the Company is a party
     specifically referred to therein, are accurate summaries of such legal
     matters or provisions.

          (xvii) The Company has qualified to be taxed as a real estate
     investment trust pursuant to Sections 856-860 of the Code for each of the
     fiscal years ended December 31, 1987 through December 31, 2001, and the
     Company's current anticipated investments and its current plan of operation
     will enable it to continue to meet the requirements for qualification and
     taxation as a real estate investment trust under the Code; actual
     qualification of the Company as a real estate investment trust, however,
     will depend upon the Company's continued ability to meet, and its meeting,
     through actual annual operating results and distributions, the various
     qualification tests imposed under the Code.

          (xviii) The Company is not required to register as an "investment
     company" within the meaning of the 1940 Act.

                                       17



         (xix) The Advisor (A) is a corporation duly organized, validly
     existing and in good standing under the laws of the State of Delaware,
     and (B) has the requisite corporate power and authority to conduct its
     business as described in the Prospectus and to own and operate its
     material properties.

          (xx) The Advisory Agreement has been duly authorized, executed and
     delivered by the parties thereto and constitutes the valid agreement of the
     parties thereto, enforceable in accordance with its terms, except (a) as
     limited by the effect of bankruptcy, insolvency, reorganization, fraudulent
     transfer, moratorium or other similar laws relating to or affecting the
     rights or remedies of creditors, (b) as limited by the effect of general
     principles of equity (regardless of whether enforcement is sought in a
     proceeding in equity or at law) and (c) insofar as the enforceability of
     the indemnity and contribution provisions contained in such agreement may
     be limited by federal or state securities laws and the public policy
     underlying such laws.

          (xxi) Although counsel has not undertaken, except as otherwise
     indicated in their opinion, to determine independently, and does not assume
     any responsibility for, the accuracy or completeness of the statements in
     the Registration Statement, such counsel has participated in the
     preparation of the Registration Statement and the Prospectus, including
     review and discussion of the contents thereof (including review and
     discussion of the contents of all documents incorporated by reference in
     the Registration Statement and the Prospectus), and nothing has come to the
     attention of such counsel that has caused them to believe that the
     Registration Statement (including the documents incorporated by reference
     therein) at the time the Registration Statement became effective, or the
     Prospectus, as of its date and as of Closing Time, as the case may be,
     contained an untrue statement of a material fact or omitted to state a
     material fact required to be stated therein or necessary to make the
     statements therein not misleading or that any amendment or supplement to
     the Prospectus, as of its respective date, and as of Closing Time, as the
     case may be, contained any untrue statement of a material fact or omitted
     to state a material fact necessary in order to make the statements therein,
     in the light of the circumstances under which they were made, not
     misleading (it being understood that such counsel need express no view with
     respect to the financial statements and the notes thereto and the schedules
     and other financial data included or incorporated by reference in the
     Registration Statement or in the Prospectus).

          In rendering their opinion as aforesaid, Sullivan & Worcester LLP may
     rely upon an opinion, dated as of Closing Time, of Ballard Spahr Andrews &
     Ingersoll, LLP as to matters governed by Maryland law, provided that such
     reliance is expressly authorized by such opinion and a copy of such opinion
     is delivered to the Representatives and is, in form and substance,
     satisfactory to the Representatives and counsel for the Underwriters. In
     addition, in rendering such opinion, such counsel may state that their
     opinion as to laws of the State of Delaware is limited to the Delaware
     General Corporation Law and that their opinion with respect to the
     qualification of the Company and its subsidiaries to do business in
     jurisdictions other than their respective jurisdictions of organization is
     based solely upon certificates to such effect issued by an appropriate
     official of the applicable jurisdictions.

                                       18



          The opinion of Ballard Spahr Andrews & Ingersoll, LLP described in the
     paragraph above shall be rendered to the Representatives at the request of
     the Company and shall so state therein.

     (c) The Representatives shall have received at Closing Time an opinion,
dated as of Closing Time, of Sidley Austin Brown & Wood LLP, counsel for the
Underwriters, as to the matters referred to in clauses (ii)(B), (vi), (ix),
(xiii), (xv) and (xxi) of the foregoing paragraph (b). In giving such opinion
with respect to the matters covered by clause (xxi), such counsel may state that
their opinion and belief are based upon their participation in the preparation
of the Registration Statement and the Prospectus and any amendments or
supplements thereto and review and discussion of the contents thereof, but are
without independent check or verification except as specified. In rendering
their opinion as aforesaid, Sidley Austin Brown & Wood LLP may rely upon an
opinion, dated as of Closing Time, of Ballard Spahr Andrews & Ingersoll, LLP as
to matters governed by Maryland law, and the opinion of Sullivan & Worcester LLP
referred to above as to matters governed by Massachusetts law. In addition, in
rendering such opinion, such counsel may state that their opinion as to laws of
the State of Delaware is limited to the Delaware General Corporation Law.

     (d) At Closing Time (i) the Registration Statement and the Prospectus shall
contain all statements which are required to be stated therein in accordance
with the 1933 Act and the 1933 Act Regulations and in all material respects
shall conform to the requirements of the 1933 Act and the 1933 Act Regulations,
and neither the Registration Statement nor the Prospectus shall contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading
and no action, suit or proceeding at law or in equity shall be pending or to the
knowledge of the Company threatened against the Company which would be required
to be set forth in the Prospectus other than as set forth therein, (ii) there
shall not have been, since the respective dates as of which information is given
in the Registration Statement and the Prospectus, any material adverse change in
the condition, financial or otherwise, of the Company and its subsidiaries,
taken as a whole, or in their earnings, business affairs or business prospects,
whether or not arising in the ordinary course of business from that set forth in
the Registration Statement, and (iii) no proceedings shall be pending or, to the
knowledge of the Company, threatened against the Company before or by any
federal, state or other commission, board or administrative agency wherein an
unfavorable decision, ruling or finding would materially and adversely affect
the business, property, financial condition or income of the Company other than
as set forth in the Prospectus; and the Representatives shall have received, at
Closing Time, a certificate of the President and Chief Operating Officer and the
chief financial officer of the Company, dated as of Closing Time, evidencing
compliance with the provisions of this subsection (d) and stating that the
representations and warranties set forth in Section 1(a) hereof are accurate as
though expressly made at and as of Closing Time.

     (e) At Closing Time, there shall not have been, since the respective dates
as of which information is given in the Registration Statement and the
Prospectus, any material adverse change in the business, operations, earnings,
prospects, properties or condition (financial or otherwise) of the Advisor,
whether or not arising in the ordinary course of business; and the
Representatives shall have received, at Closing Time, a certificate of the Vice
President of the Advisor evidencing compliance with this subsection (e).

                                       19



     (f) Concurrently with the execution and delivery of this Agreement, and at
Closing Time prior to payment and delivery of the Preferred Shares, Ernst &
Young LLP shall have furnished to the Underwriters a letter, dated the date of
its delivery, addressed to the Representatives and in form and substance
satisfactory to the Representatives, confirming that they are independent
accountants with respect to the Company as required by the 1933 Act and the 1933
Act Regulations and with respect to the financial and other numerical
information contained in the Registration Statement and the Prospectus or
incorporated by reference therein. Each such letter shall contain information of
the type customarily included in accountants' comfort letters to underwriters.

     (g) At Closing Time counsel for the Underwriters shall have been furnished
with such documents and opinions as they may reasonably require for the purpose
of enabling them to pass upon the issuance and sale of the Preferred Shares as
herein contemplated and related proceedings, or in order to evidence the
accuracy of any of the representations or warranties, or the fulfillment of any
of the conditions, herein contained; and all proceedings taken by the Company in
connection with the issuance and sale of the Preferred Shares as herein
contemplated shall be reasonably satisfactory in form and substance to the
Representatives and counsel for the Underwriters.

     (h) Subsequent to the execution and delivery of this Agreement and prior to
Closing Time, there shall not have occurred any downgrading, nor shall any
notice have been given of (i) any intended or potential downgrading or (ii) any
review or possible change that indicates anything other than a stable outlook,
in the rating accorded any securities of or guaranteed by the Company by any
"nationally recognized statistical rating organization," as such term is defined
for purposes of Rule 436(g)(2) under the 1933 Act; and the Preferred Shares
shall be rated BBB- by Standard and Poor's Ratings Services and baa3 by Moody's
Investors Service, Inc.

     (i) In the event the Underwriters exercise the option described in Section
2(b) hereof to purchase all or any portion of the Option Shares, the
representations and warranties of the Company included herein and the statements
in any certificates furnished by the Company hereunder shall be true and correct
as of the Date of Delivery, and the Representatives shall have received:

          (i) A certificate of the President and Chief Executive Officer and the
     chief financial officer of the Company, dated such Date of Delivery,
     confirming that their certificate delivered at Closing Time pursuant to
     Section 5(d) hereof remains true as of such Date of Delivery.

          (ii) The favorable opinion of Sullivan & Worcester LLP, counsel for
     the Company, in form and substance satisfactory to counsel for the
     Underwriters, dated such Date of Delivery, relating to the Option Shares
     and otherwise to the same effect as the opinion required by Section 5(b)
     hereof.

          (iii) Certificate of the President of the Advisor confirming that his
     certificate delivered at Closing Time pursuant to Section 5(e) hereof
     remains true as of such Date of Delivery.

                                       20



          (iv) The favorable opinion of Sidley Austin Brown & Wood LLP, counsel
     for the Underwriters, dated such Date of Delivery, relating to the Option
     Shares and otherwise to the same effect as the opinion required by Section
     5(c) hereof.

          (v) A letter from Ernst & Young, in form and substance satisfactory to
     the Representatives, dated such Date of Delivery, substantially the same in
     scope and substance as the letter furnished to the Representatives pursuant
     to Section 5(f) hereof.

     If any condition specified in this Section 5 shall not have been fulfilled
when and as required to be fulfilled, this Agreement may be terminated by the
Representatives by notice to the Company at any time at or prior to Closing
Time, and such termination shall be without liability of any party to any other
party except as provided in Section 4 hereof.

     Section 6. INDEMNIFICATION. (A) The Company hereby agrees to indemnify and
hold harmless each Underwriter and each person, if any, who controls each
Underwriter within the meaning of Section 15 of the 1933 Act as follows:

          (1) against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, arising out of any untrue statement or alleged
     untrue statement of a material fact contained in the Registration Statement
     (or any amendment thereto), or the omission or alleged omission therefrom
     of a material fact required to be stated therein or necessary to make the
     statements therein not misleading or arising out of any untrue statement or
     alleged untrue statement of a material fact included in any preliminary
     prospectus or the Prospectus (or any amendment or supplement thereto), or
     the omission, or alleged omission therefrom of a material fact necessary in
     order to make the statements therein, in the light of the circumstances
     under which they were made, not misleading:

          (2) against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, to the extent of the aggregate amount paid in
     settlement of any litigation, or any investigation or proceeding by any
     governmental agency or body, commenced or threatened, or of any claim
     whatsoever based upon any such untrue statement or omission, or any such
     alleged untrue statement or omission, if such settlement is effected with
     the written consent of the Company; and

          (3) against any and all expense whatsoever, as incurred (including,
     subject to Section 6(c) hereof, the fees and disbursements of counsel
     chosen by Merrill Lynch), reasonably incurred in investigating, preparing
     or defending against any litigation, or any investigation or proceedings by
     any governmental agency or body, commenced or threatened, or any claim
     whatsoever based upon any such untrue statement or omission, or any such
     alleged untrue statement or omission, to the extent that any such expense
     is not paid under paragraph (1) or (2) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
Underwriter through Merrill Lynch expressly for use in the Registration
Statement (or any amendment thereto) or the Prospectus (or any amendment or

                                       21



supplement thereto); and provided, further, that the foregoing indemnity
agreement with respect to any preliminary prospectus shall not inure to the
benefit of any Underwriter, or the benefit of any person controlling any
Underwriter, if a copy of the Prospectus (as then amended or supplemented if the
Company shall have furnished any amendments or supplements thereto and excluding
documents incorporated or deemed to be incorporated by reference therein) was
not sent or given by or on behalf of such Underwriter to such person asserting
any such losses, claims, damages or liabilities at or prior to the written
confirmation of the sale of such Preferred Shares to such person, if required by
law so to have been delivered, and if the Prospectus (as so amended or
supplemented) would have cured the defect giving rise to such loss, claim,
damage or expense.

     (b) Each Underwriter agrees to indemnify and hold harmless the Company,
each of the Company's trustees, each of the Company's officers who signed the
Registration Statement and each person, if any, who controls the Company within
the meaning of Section 15 of the 1933 Act against any and all loss, liability,
claim, damage and expense described in the indemnity contained in subsection (a)
of this Section 6, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto) or the Prospectus (or any amendment or
supplement thereto) in reliance upon and in conformity with written information
furnished to the Company by any Underwriter through Merrill Lynch expressly for
use in the Registration Statement (or any amendment thereto) or the Prospectus
(or any amendment or supplement thereto).

     (c) Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure to so notify an
indemnifying party shall not relieve such indemnifying party from any liability
which it may have otherwise than on account of this indemnity agreement. An
indemnifying party may participate at its own expense in the defense of such
action. In no event shall the indemnifying parties be liable for fees and
expenses of more than one counsel (in addition to any local counsel) separate
from their own counsel for all indemnified parties in connection with any one
action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances.

     Section 7. CONTRIBUTION. In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
Section 6 hereof is for any reason held to be unenforceable by the indemnified
parties although applicable in accordance with its terms, the Company and the
Underwriters shall contribute to the aggregate losses, liabilities, claims,
damages and expenses of the nature contemplated by said indemnity agreement
incurred by the Company and the Underwriters, as incurred, (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters on the other hand from the offering
of the Preferred Shares pursuant to this Agreement or (ii) if the allocation
provided by clause (i) is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Company on the one hand and of the
Underwriters on the other hand in connection with the statements or omissions
which resulted in such losses, liabilities, claims, damages or expenses, as well
as any other relevant equitable considerations.

                                       22



     The relative benefits received by the Company on the one hand and the
Underwriters on the other hand in connection with the offering of the Preferred
Shares pursuant to this Agreement shall be deemed to be in the same respective
proportions as the total net proceeds from the offering of the Preferred Shares
pursuant to this Agreement (before deducting expenses) received by the Company
and the total discount received by the Underwriters, bear to the aggregate
initial offering price of the Preferred Shares.

     The relative fault of the Company on the one hand and the Underwriters on
the other hand shall be determined by reference to, among other things, whether
any such untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by the
Company or by the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.

     The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation or by any other method of allocation which does not take into account
the equitable considerations referred to above in this Section 7. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 7 shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

     No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. Notwithstanding the
provisions of this Section 7, the Underwriters shall not be required to
contribute any amount in excess of the amount by which the total price at which
the Preferred Shares purchased from the Company by the Underwriters and
distributed to the public were offered to the public exceeds the amount of any
damages which the Underwriters have otherwise been required to pay in respect of
such losses, liabilities, claims, damages and expenses. For purposes of this
Section 7, each person, if any, who controls any Underwriter within the meaning
of Section 15 of the 1933 Act shall have the same rights to contribution as such
Underwriter, and each trustee of the Company, each officer of the Company who
signed the Registration Statement, and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act shall have the same
rights to contribution as the Company.

     Section 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY.
All representations, warranties and agreements contained in this Agreement or in
certificates of officers of the Company submitted pursuant hereto, shall remain
operative and in full force and effect, regardless of any investigation made by
or on behalf of the Underwriters or any controlling person, or by or on behalf
of the Company, and shall survive delivery of the Preferred Shares to the
Underwriters.

     Section 9. TERMINATION OF AGREEMENT. (a) The Representatives may terminate
this Agreement, by notice to the Company, at any time at or prior to Closing
Time (i) if there has been, since the respective dates as of which information
is given in the Registration Statement, any material adverse change in the
condition, financial or otherwise, or in the earnings, business

                                       23



affairs or business prospects of the Company and its subsidiaries, taken as a
whole, or the Advisor, whether or not arising in the ordinary course of
business, which would make it, in the Representatives' reasonable judgment,
impracticable or inadvisable to market the Preferred Shares or enforce contracts
for the sale of the Preferred Shares, (ii) if there has occurred any material
adverse change in the financial markets in the United States or any outbreak of
hostilities or escalation of existing hostilities or other calamity or crisis or
any change or development involving a prospective change in national or
international political, financial or economic conditions, in each case the
effect of which is such as to make it, in the Representatives' reasonable
judgment, impracticable or inadvisable to market the Preferred Shares or enforce
contracts for the sale of the Preferred Shares, or (iii) if trading in the
Company's common shares has been suspended by the Commission, or if trading
generally on either the New York Stock Exchange or the American Stock Exchange
has been suspended, or minimum or maximum prices for trading have been fixed, or
maximum ranges for prices for securities have been required, by either of said
exchanges or by order of the Commission or any other governmental authority, or
a material disruption has occurred in commercial banking or securities
settlement or clearance services in the United States, or (iv) if a banking
moratorium has been declared by Federal or New York authorities.

     (b) If this Agreement is terminated pursuant to this Section 9, such
termination shall be without liability of any party to any other party except as
provided in Section 4, and provided further that Sections 6 and 7 hereof shall
survive such termination.

     Section 10. DEFAULT. If one or more of the Underwriters shall fail at
Closing Time to purchase the Initial Shares which it or they are obligated to
purchase under this Agreement (the "Defaulted Shares"), the Representatives
shall have the right, within 24 hours thereafter, to make arrangements for one
or more of the non-defaulting Underwriters, or any other underwriters, to
purchase all, but not less than all, of the Defaulted Shares in such amounts as
may be agreed upon and upon the terms herein set forth; if, however, the
Representatives shall not have completed such arrangements within such 24-hour
period, then: (i) if the number of Defaulted Shares does not exceed 10% of the
Initial Shares, the non-defaulting Underwriters shall be obligated to purchase
the full amount thereof in the proportions that their respective underwriting
obligations hereunder bear to the underwriting obligations of all non-defaulting
Underwriters, or (ii) if the number of Defaulted Shares exceeds 10% of the
Initial Shares, this Agreement shall terminate without liability on the part of
any non-defaulting Underwriter and the Company. No action taken pursuant to this
Section 10 shall relieve any defaulting Underwriter from liability in respect of
its default. In the event of any such default which does not result in a
termination of this Agreement, either the Representatives or the Company shall
have the right to postpone Closing Time for a period not exceeding seven days in
order to effect any required changes in the Prospectus or in any other documents
or arrangements.

     Section 11. NOTICES. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the
Underwriters shall be directed to the Representatives c/o Merrill Lynch, Pierce,
Fenner & Smith Incorporated at 4 World Financial Center, New York, NY 10080,
Attention: Marty Cicco, Managing Director; and notices to the Company shall be
directed to it at 400 Centre Street, Newton, Massachusetts 02158, Attention:
John A. Mannix, President.

                                       24



     Section 12. PARTIES. This Agreement shall inure to the benefit of and be
binding upon the Underwriters and the Company and their respective successors.
Nothing expressed or mentioned in this Agreement is intended or shall be
construed to give any person, firm or corporation, other than those referred to
in Sections 6 and 7 and their heirs and legal representatives, any legal or
equitable right, remedy or claim under or in respect of this Agreement or any
provision herein contained. This Agreement and all conditions and provisions
hereof are intended to be for the sole and exclusive benefit of the parties
hereto and thereto and their respective successors and said controlling persons
and officers, trustees and directors and their heirs and legal representatives,
and for the benefit of no other person, firm or corporation. No purchaser of
Preferred Shares from any Underwriter shall be deemed to be a successor by
reason merely of such purchase.

     Section 13. GOVERNING LAW AND TIME; MISCELLANEOUS. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York
applicable to agreements made and to be performed in said State. Specified times
of day refer to New York City time.

     THE AMENDED AND RESTATED DECLARATION OF TRUST ESTABLISHING THE COMPANY,
DATED JULY 1, 1994, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE
"DECLARATION"), IS DULY FILED IN THE OFFICE OF THE STATE DEPARTMENT OF
ASSESSMENTS AND TAXATION OF MARYLAND, PROVIDES THAT THE NAME "HRPT PROPERTIES
TRUST" REFERS TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS TRUSTEES,
BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER,
EMPLOYEE OR AGENT OF THE COMPANY SHALL BE HELD TO ANY PERSONAL LIABILITY,
JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, THE COMPANY. ALL
PERSONS DEALING WITH THE COMPANY, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF
THE COMPANY FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

                                       25



     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us a counterpart hereof, whereupon this instrument
along with all counterparts will become a binding agreement between the
Underwriters and the Company in accordance with its terms.


                                     Very truly yours,

                                     HRPT PROPERTIES TRUST


                                     By: /s/ John C. Popeo
                                        ----------------------------------------
                                        John C. Popeo
                                        Treasurer and Chief Financial Officer


CONFIRMED AND ACCEPTED, as of
the date first above written:

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
            Incorporated
UBS WARBURG LLC


By:  Merrill Lynch, Pierce, Fenner & Smith
                 Incorporated

By: /s/ Alex Rubin
   -------------------------------------------
     Name:
     Title:
   For themselves and as Representatives
   of the other Underwriters named in
   Schedule A hereto

                                       26




                                   SCHEDULE A







                                                                                            NUMBER OF
                NAME OF UNDERWRITER                                                       INITIAL SHARES
                -------------------                                                       --------------
                                                                                       
Merrill Lynch, Pierce, Fenner & Smith
            Incorporated..................................................                      1,212,500
UBS Warburg LLC...........................................................                      1,212,500
A.G. Edwards & Sons, Inc. ................................................                      1,200,000
Legg Mason Wood Walker, Incorporated......................................                      1,200,000
Morgan Stanley & Co. Incorporated.........................................                      1,200,000
Prudential Securities Incorporated........................................                      1,200,000
Raymond James & Associates, Inc. .........................................                      1,200,000
RBC Dain Rauscher Inc. ...................................................                      1,200,000
Wachovia Securities, Inc. ................................................                      1,200,000
Bear, Stearns & Co. Inc. .................................................                         15,000
CIBC World Markets Corp. .................................................                         15,000
Credit Suisse First Boston Corporation....................................                         15,000
D.A. Davidson & Co. ......................................................                         15,000
Deutsche Bank Securities Inc. ............................................                         15,000
Fahnestock & Co. Inc. ....................................................                         15,000
J.J.B. Hilliard, W.L. Lyons, Inc. ........................................                         15,000
McDonald Investments Inc., a KeyCorp Company..............................                         15,000
U.S. Bancorp Piper Jaffray Inc. ..........................................                         15,000
Wells Fargo Securities, LLC...............................................                         15,000
BNY Capital Markets, Inc. ................................................                          5,000
Credit Lyonnais Securities (USA) Inc. ....................................                          5,000
ING Financial Markets LLC.................................................                          5,000
SG Cowen Securities Corporation...........................................                          5,000
SunTrust Capital Markets, Inc. ...........................................                          5,000
                                                                                               ----------

                Total.....................................................                     11,000,000
                                                                                               ==========

EX-3.1

                                                                   Exhibit 3.1



                              HRPT PROPERTIES TRUST
                         FORM OF ARTICLES SUPPLEMENTARY
             8 3/4% SERIES B CUMULATIVE REDEEMABLE PREFERRED SHARES
                            $0.01 PAR VALUE PER SHARE

     HRPT PROPERTIES TRUST, a Maryland real estate investment trust (the
"Trust"), having its principal office in Newton, Massachusetts, hereby certifies
to the State Department of Assessments and Taxation of Maryland that:

     FIRST: Pursuant to authority expressly vested in the Trustees by Section
6.1 of the Third Amendment and Restatement of Declaration of Trust of the Trust,
dated July 1, 1994, as amended and supplemented (the "Declaration"), the
Trustees have duly classified and designated 12,650,000 Preferred Shares of the
Trust as 8 3/4 % Series B Cumulative Redeemable Preferred Shares, $0.01 par
value per share, of the Trust ("Series B Preferred Shares").

     SECOND: The preferences, rights, voting powers, restrictions, limitations
as to dividends and other distributions, qualifications and terms or conditions
of redemption of the Series B Preferred Shares are as follows, which upon any
restatement of the Declaration shall be made part of Article VI of the
Declaration, with any necessary or appropriate changes to the enumeration or
lettering of sections or subsections hereof. Capitalized terms used in this
ARTICLE SECOND which are defined in the Declaration and not otherwise defined
herein are used herein as so defined in the Declaration.

8 3/4% SERIES B CUMULATIVE REDEEMABLE PREFERRED SHARES, $0.01 PAR VALUE PER
SHARE

     1. DESIGNATION AND NUMBER. A series of Preferred Shares, designated the 8
3/4 % Series B Cumulative Redeemable Preferred Shares, $0.01 par value per share
(the "Series B Preferred Shares"), is hereby established. The number of
authorized Series B Preferred Shares is 12,650,000.

     2. RELATIVE SENIORITY. In respect of rights to receive dividends and to
participate in distributions or payments in the event of any liquidation,
dissolution or winding up of the Trust, the Series B Preferred Shares shall rank
(i) senior to the Common Shares, the Junior Participating Preferred Shares and
any other class or series of Shares of the Trust, the terms of which
specifically provide that such class or series ranks, as to rights to receive
dividends and to participate in distributions or payments in the event of any
liquidation, dissolution or winding up of the Trust, junior to the Series B
Preferred Shares (the Shares described in this clause (i) being, collectively,
"Junior Shares"), (ii) on a parity with the 97/8% Series A Cumulative Redeemable
Preferred Shares, $0.01 par value per share (the "Series A Preferred Shares"),
and any other class or series of Shares of the Trust, the terms of which
specifically provide that such class or series ranks, as to rights to receive
dividends and to participate in distributions or payments in the event of any
liquidation, dissolution or winding up of the Trust, on a parity with the Series
B Preferred Shares, and (iii) junior to any class or series of Shares of the
Trust, the terms of which specifically provide that such class or series ranks,
as to rights to receive dividends and to participate in distributions or
payments in the event of any liquidation, dissolution or winding up of the
Trust, senior to the Series B Preferred Shares. For the avoidance of doubt, debt
securities





of the Trust which are convertible into or exchangeable for Shares of the Trust
or any other debt securities of the Trust do not constitute a class or series of
Shares for purposes of this Section 2.

     3. DIVIDENDS AND DISTRIBUTIONS.

        (a) Subject to the preferential rights of the holders of any class or
series of Shares of the Trust ranking senior to the Series B Preferred Shares as
to dividends, the holders of the then outstanding Series B Preferred Shares
shall be entitled to receive, when and as authorized by the Trustees and
declared by the Trust, out of any funds legally available therefor, cumulative
dividends at a rate of eight and three fourths percent (8 3/4 %) per annum of
the Twenty-five Dollars ($25.00) per share liquidation preference of the Series
B Preferred Shares (equivalent to the annual rate of $2.1875 per share). Such
dividends shall accrue and be cumulative from (but excluding) September 12, 2002
(the "Original Issue Date") in the case of Series B Preferred Shares issued on
or prior to October 11, 2002, and otherwise from (but excluding) the date of the
original issuance thereof, and will be payable quarterly in arrears in cash on
the fifteenth day of each February, May, August and November beginning on
November 15, 2002 (each such day being hereinafter called a "Quarterly Dividend
Date"); PROVIDED that if any Quarterly Dividend Date is not a Business Day (as
hereinafter defined), then the dividend which would otherwise have been payable
on such Quarterly Dividend Date may be paid on the next succeeding Business Day
with the same force and effect as if paid on such Quarterly Dividend Date, and
no interest or additional dividends or other sums shall accrue on the amount so
payable from such Quarterly Dividend Date to such next succeeding Business Day.
As used herein the term "Dividend Period" for Series B Preferred Shares means
the period from but excluding the Original Issue Date or other date of the
original issuance thereof, as applicable, and ending on and including the next
following Quarterly Dividend Date, and each subsequent period from but excluding
a Quarterly Dividend Date and ending on and including the next following
Quarterly Dividend Date. The amount of any dividend payable for any full
Dividend Period or portion thereof shall be computed on the basis of a 360-day
year of twelve 30-day months (it being understood that the first Dividend Period
is shorter than a full Dividend Period). Dividends shall be payable to holders
of record as they appear in the share records of the Trust at the close of
business on the applicable record date (the "Record Date"), which shall be a
date designated by the Trustees for the payment of dividends that is not more
than 60 nor less than 10 days prior to the applicable Quarterly Dividend Date.

        (b) Dividends on the Series B Preferred Shares shall accrue and be
cumulative, whether or not (i) the Trust has earnings, (ii) there are funds
legally available for the payment of such dividends or (iii) such dividends have
been declared.

        (c) If Series B Preferred Shares are outstanding, no full dividends
shall be declared or paid or set apart for payment on any other class or series
of Shares of the Trust ranking, as to dividends, on a parity with the Series B
Preferred Shares for any period, unless the full cumulative dividends on the
Series B Preferred Shares have been or contemporaneously are declared and paid
or declared and a sum sufficient for the payment thereof set apart for payment
for all past Dividend Periods. When dividends are not paid in full (or a sum
sufficient for such full payment is not so set apart) upon the Series B
Preferred Shares and the Shares of any other class or series ranking on a parity
as to dividends with the Series B Preferred Shares, all dividends declared upon
Series B Preferred Shares and any such other class or series of Shares


                                      -2-



shall in all cases bear to each other the same ratio that accrued dividends per
share on the Series B Preferred Shares and such other class or series of Shares
(which shall not include any accumulation in respect of unpaid dividends for
prior dividend periods if such other class or series does not have a cumulative
dividend) bear to each other.

        (d) Except as provided in Section 3(c) above, unless full cumulative
dividends on the Series B Preferred Shares have been or contemporaneously are
declared and paid or declared and a sum sufficient for the repayment thereof set
apart for payment for all past Dividend Periods and the then current Dividend
Period, no dividends (other than in Common Shares or other Junior Shares or
options, warrants or rights to subscribe for or purchase Common Shares or other
Junior Shares) shall be declared or paid or set apart for payment and no other
distribution shall be declared or made upon the Common Shares or any other
Shares ranking junior to the Series B Preferred Shares as to rights to receive
dividends or to participate in distributions or payments in the event of any
liquidation, dissolution or winding up of the Trust, nor shall any Common Shares
or any other such Shares be redeemed, purchased or otherwise acquired for any
consideration (or any moneys be paid to or made available for a sinking fund for
the redemption of any such Shares) by the Trust except (i) by conversion into or
exchange for Common Shares or other Junior Shares, (ii) pursuant to pro rata
offers to purchase or a concurrent redemption of all, or a pro rata portion of,
the outstanding Series B Preferred Shares and any other class or series of
Shares ranking on a parity with Series B Preferred Shares as to rights to
receive dividends and to participate in distributions or payments in the event
of any liquidation, dissolution or winding up of the Trust, (iii) by redemption,
purchase or other acquisition of Common Shares made for purposes of an
incentive, benefit or share purchase plan of the Trust or any of its
subsidiaries for officers, Trustees or employees or others performing or
providing similar services, (iv) by redemption, purchase or other acquisition of
rights to purchase Junior Participating Preferred Shares pursuant to the Rights
Agreement, dated as of October 17, 1994, between the Trust and State Street Bank
and Trust Company, as rights agent, or pursuant to any replacement agreement
therefor relating to such rights, each as in effect from time to time, or of any
similar rights from time to time issued by the Trust in connection with a
successor or supplemental shareholder rights protection plan adopted by the
Trustees, and (v) for redemptions, purchases or other acquisitions by the Trust,
whether pursuant to any provision of the Declaration or otherwise, for the
purpose of preserving the Trust's status as a real estate investment trust (a
"REIT") for federal income tax purposes.

        (e) No interest, or sum of money in lieu thereof, shall be payable in
respect of any dividend payment or payments on Series B Preferred Shares which
may be in arrears, and the holders of Series B Preferred Shares are not entitled
to any dividends, whether payable in cash, securities or other property, in
excess of the full cumulative dividends described in this Section 3. Except as
otherwise expressly provided herein, the Series B Preferred Shares shall not be
entitled to participate in the earnings or assets of the Trust.

        (f) Any dividend payment made on the Series B Preferred Shares shall be
first credited against the earliest accrued but unpaid dividend due with respect
to such Shares which remains payable. Any cash dividends paid in respect of
Series B Preferred Shares, including any portion thereof which the Trust elects
to designate as "capital gain dividends" (as defined in Section 857 (or any
successor provision) of the Internal Revenue Code) or as a return of capital,
shall be credited to the cumulative dividends on the Series B Preferred Shares.

                                      -3-




        (g) No dividends on the Series B Preferred Shares shall be authorized by
the Trustees or be paid or set apart for payment by the Trust at such time as
the terms and provisions of any agreement of the Trust, including any agreement
relating to its indebtedness, directly or indirectly prohibit authorization,
payment or setting apart for payment or provide that such authorization, payment
or setting apart for payment would constitute a breach thereof or a default
thereunder, or if such declaration, payment or setting apart for payment shall
be restricted or prohibited by law.

        (h) The Trust shall remain entitled to receive and retain any interest
or other earnings on any money set aside for the payment of dividends on Series
B Preferred Shares and holders thereof shall have no claim to such interest or
other earnings. Any funds for the payment of dividends on Series B Preferred
Shares which have been set apart by the Trust and which remain unclaimed by the
holders of the Series B Preferred Shares entitled thereto on the first
anniversary of the applicable Quarterly Dividend Date, or other dividend payment
date, shall revert and be repaid to the general funds of the Trust, and
thereafter the holders of the Series B Preferred Shares entitled to the funds
which have reverted or been repaid to the Trust shall look only to the general
funds of the Trust for payment, without interest or other earnings thereon.

        (i) "Business Day" shall mean any day, other than a Saturday or Sunday,
that is neither a legal holiday nor a day on which banking institutions in New
York, New York or Boston, Massachusetts are authorized or required by law,
regulation or executive order to close.

     4. LIQUIDATION RIGHTS.

        (a) Upon any voluntary or involuntary liquidation, dissolution or
winding up of the Trust, before any distribution or payment shall be made to the
holders of any Common Shares or any other Shares ranking junior to the Series B
Preferred Shares as to rights to participate in distributions or payments in the
event of any liquidation, dissolution or winding up of the Trust, but subject to
the preferential rights of holders of any class or series of Shares ranking
senior to the Series B Preferred Shares as to rights to participate in
distributions or payments in the event of any liquidation, dissolution or
winding up of the Trust, the holders of Series B Preferred Shares shall be
entitled to receive, out of assets of the Trust legally available for
distribution to shareholders, liquidating distributions in cash or property at
its fair market value as determined by the Trustees in the amount of Twenty-five
Dollars ($25.00) per Series B Preferred Share, plus an amount equal to all
dividends accrued and unpaid thereon.

        (b) After payment of the full amount of the liquidating distributions to
which they are entitled, the holders of Series B Preferred Shares will have no
right or claim to any of the remaining assets of the Trust.

        (c) In the event that upon any voluntary or involuntary liquidation,
dissolution or winding up of the Trust, the available assets of the Trust are
insufficient to pay the full amount of the liquidating distributions on all
outstanding Series B Preferred Shares and the full amounts payable as
liquidating distributions on all Shares of other classes or series of Shares of
the Trust ranking on a parity with the Series B Preferred Shares as to rights to
participate in distributions or payments in the event of any liquidation,
dissolution or winding up of the Trust, then the holders of the Series B
Preferred Shares and all other such classes or series of Shares shall share


                                      -4-





ratably in any such distribution of assets in proportion to the full liquidating
distributions to which they would otherwise be respectively entitled.

        (d) For purposes of this Section 4, neither the sale, lease, transfer or
conveyance of all or substantially all of the property or business of the Trust,
nor the merger or consolidation of the Trust into or with any other entity or
the merger or consolidation of any other entity into or with the Trust or a
statutory share exchange by the Trust, shall be deemed to be a dissolution,
liquidation or winding up of the Trust.

        (e) In determining whether a distribution (other than upon voluntary or
involuntary liquidation), by dividend, redemption or other acquisition of Shares
or otherwise, is permitted under Maryland law, amounts that would be needed, if
the Trust were to be dissolved at the time of the distribution, to satisfy the
preferential rights upon dissolution of the holders of Series B Preferred Shares
will not be added to the Trust's total liabilities.

     5. REDEMPTION BY THE TRUST.

        (a) OPTIONAL REDEMPTION. The Series B Preferred Shares are not
redeemable prior to September 12, 2007, except as otherwise provided in Section
5(b) below. On and after September 12, 2007, the Trust may, at its option,
redeem Series B Preferred Shares in whole or from time to time in part, for cash
at a redemption price per share of Twenty-five Dollars ($25.00), together with
all accrued and unpaid dividends to the date fixed for redemption, except as
otherwise provided in Section 5(c)(vi) below, and without interest (the "Series
B Redemption Price"). Each date fixed for redemption of Series B Preferred
Shares pursuant to this Section 5(a) or to Section 5(b) below is referred to in
these provisions of the Series B Preferred Shares as a "Series B Redemption
Date." The Series B Preferred Shares have no stated maturity and are not subject
to any sinking fund or mandatory redemption. Any redemption of Series B
Preferred Shares pursuant to this Section 5(a) shall be made in accordance with
the applicable provisions of Section 5(c) below.

        (b) SPECIAL OPTIONAL REDEMPTION. The Trust may, at its option, redeem at
any time all or from time to time any Series B Preferred Shares which constitute
Excess Series B Preferred Shares (as defined in Section 9 below) for cash at a
redemption price per share equal to the Series B Redemption Price, subject, with
respect to the portion of the Series B Redemption Price constituting accrued and
unpaid dividends to the date fixed for redemption, to Section 5(c)(vi) below,
and without interest. The Trust's right to redeem Excess Series B Preferred
Shares shall be in addition to, and shall not limit, its rights with respect to
such Series B Preferred Shares set forth in Section 9 below or in Section 6.14
of the Declaration. Any redemption of Series B Preferred Shares pursuant to this
Section 5(b) shall be made in accordance with the applicable provisions of
Section 5(c) below.

        (c) PROCEDURES AND TERMS FOR REDEMPTION.

            (i) Notice of redemption will be mailed at least 30 days but not
     more than 60 days before the Series B Redemption Date to each holder of
     record of Series B Preferred Shares to be redeemed at the address shown on
     the share transfer books of the Trust; PROVIDED that if the Trust shall
     have reasonably concluded, based on advice of

                                      -5-



     independent tax counsel experienced in such matters, that a redemption
     pursuant to Section 5(b) must be made on a date (the "Special Redemption
     Date") which is earlier than 30 days after the date of such mailing in
     order to preserve the status of the Trust as a REIT for federal income tax
     purposes or to comply with federal tax laws relating to the Trust's
     qualification as a REIT, then the Trust may give such shorter notice as is
     necessary to effect such redemption on the Special Redemption Date. Each
     notice of redemption shall state: (A) the applicable Series B Redemption
     Date; (B) the number of Series B Preferred Shares to be redeemed; (C) the
     applicable Series B Redemption Price; (D) the place or places where
     certificates for such Series B Preferred Shares are to be surrendered for
     payment of the Series B Redemption Price; and (E) that dividends on the
     Series B Preferred Shares to be redeemed will cease to accrue on such
     Series B Redemption Date. If fewer than all the Series B Preferred Shares
     are to be redeemed, the notice mailed to each such holder thereof shall
     also specify the number of Series B Preferred Shares to be redeemed from
     each such holder or the method for calculating that number. No failure to
     give such notice or any defect therein or in the mailing thereof shall
     affect the validity of the proceedings for the redemption of any Series B
     Preferred Shares except as to the holder to whom the Trust has failed to
     give notice or to whom notice was defective.

            (ii) If notice of redemption of Series B Preferred Shares has been
     mailed in accordance with Section 5(c)(i) above and if the funds necessary
     for such redemption have been set aside by the Trust in trust for the
     benefit of the holders of the Series B Preferred Shares so called for
     redemption, subject to the provisions of Section 5(c)(v) below, then from
     and after the Series B Redemption Date specified in the notice, dividends
     will cease to accumulate, and such Shares shall no longer be deemed to be
     outstanding and shall not have the status of Series B Preferred Shares and
     all rights of the holders thereof as shareholders of the Trust (except the
     right to receive the Series B Redemption Price) shall terminate.

            (iii) Upon surrender, in accordance with the Trust's notice of
     redemption, of the certificates for any Series B Preferred Shares redeemed
     (properly endorsed or assigned for transfer and with applicable signature
     guarantees, if the Trust shall so require and the notice shall so state),
     the Series B Preferred Shares shall be redeemed by the Trust at the Series
     B Redemption Price. In case fewer than all the Series B Preferred Shares
     evidenced by any such certificate are redeemed, a new certificate or
     certificates shall be issued evidencing the unredeemed Series B Preferred
     Shares without cost to the holder thereof.

            (iv) If fewer than all of the outstanding Series B Preferred Shares
     are to be redeemed, the number of Series B Preferred Shares to be redeemed
     will be determined by the Trust and such Shares may be redeemed pro rata
     from the holders of record of such Shares in proportion to the number of
     such Shares held by such holders (with adjustments to avoid redemption of
     fractional Shares), by lot or by any other equitable method determined by
     the Trust.

            (v) Any funds for the redemption of Series B Preferred Shares which
     have been set aside by the Trust pursuant to Section 5(c)(ii) above, shall
     be irrevocably

                                      -6-




     set aside separate and apart from the Trust's other funds in trust for the
     pro rata benefit of the holders of the Series B Preferred Shares called for
     redemption, except that:

     (A)  the Trust shall be entitled to receive any interest or other earnings,
          if any, earned on any money so set aside in trust, and the holders of
          any Shares redeemed shall have no claim to such interest or other
          earnings; and

     (B)  any balance of monies deposited by the Trust and unclaimed by the
          holders of the Series B Preferred Shares entitled thereto at the
          expiration of one year from the applicable Series B Redemption Date
          shall be repaid, together with any interest or other earnings earned
          thereon, to the general funds of the Trust, and after any such
          repayment, the holders of the Shares entitled to the funds which have
          been repaid to the Trust shall look only to the general funds of the
          Trust for payment without interest or other earnings thereon.

            (vi) Anything in these provisions of the Series B Preferred Shares
     to the contrary notwithstanding, the holders of record of Series B
     Preferred Shares at the close of business on a Record Date will be entitled
     to receive the dividend payable with respect to such Shares on the
     corresponding Quarterly Dividend Date notwithstanding the redemption of
     such Shares after such Record Date and on or prior to such Quarterly
     Dividend Date or the Trust's default in the payment of the dividend due on
     such Quarterly Dividend Date, in which case the amount payable upon
     redemption of such Series B Preferred Shares will not include such dividend
     (and the full amount of the dividend payable for the applicable Dividend
     Period shall instead be paid on such Quarterly Dividend Date to the holders
     of record on such Record Date as aforesaid). Except as provided in this
     clause (vi) and except to the extent that accrued and unpaid dividends are
     payable as a part of the Series B Redemption Price pursuant to Section 5(a)
     or 5(b), the Trust will make no payment or allowance for unpaid dividends,
     regardless of whether or not in arrears, on Series B Preferred Shares
     called for redemption.

            (vii) Notwithstanding the foregoing, unless the full cumulative
     dividends on all Series B Preferred Shares shall have been or
     contemporaneously are declared and paid or declared and a sum sufficient
     for the payment thereof set apart for payment for all past Dividend Periods
     and the then current Dividend Period, no Series B Preferred Shares shall be
     redeemed unless all outstanding Series B Preferred Shares are
     simultaneously redeemed; PROVIDED, HOWEVER, that (i) the foregoing shall
     not prevent the redemption of Series B Preferred Shares pursuant to Section
     5(b) above or the purchase or acquisition of Series B Preferred Shares
     pursuant to a purchase or exchange offer made on the same terms to holders
     of all outstanding Series B Preferred Shares, and (ii) the foregoing shall
     not in any respect limit the terms and provisions of Section 6.14 of the
     Declaration or Section 9 hereof. In addition, unless the full cumulative
     dividends on all outstanding Series B Preferred Shares have been or
     contemporaneously are declared and paid or declared and a sum sufficient
     for the payment thereof set apart for payment for all past Dividend Periods
     and the then current Dividend Period, the Trust shall not purchase or
     otherwise acquire directly or indirectly any Series B Preferred Shares
     (except by conversion into or exchange for Common Shares or other Junior
     Shares); PROVIDED,


                                      -7-




     HOWEVER, that (i) the foregoing shall not prevent the redemption of Series
     B Preferred Shares pursuant to Section 5(b) above or the purchase or
     acquisition of Series B Preferred Shares pursuant to a purchase or exchange
     offer made on the same terms to holders of all outstanding Series B
     Preferred Shares, and (ii) the foregoing shall not in any respect limit the
     terms and provisions of Section 6.14 of the Declaration or Section 9
     hereof.

            (viii) For the avoidance of doubt, the provisions of this Section 5
     shall not limit any direct or indirect purchase or acquisition by the Trust
     of all or any Series B Preferred Shares on the open market (including in
     privately negotiated transactions), except as otherwise expressly provided
     in Section 5(c)(vii) above.

     6. VOTING RIGHTS. Notwithstanding anything to the contrary contained in the
Declaration, except as set forth below in this Section 6, the holders of the
Series B Preferred Shares shall not be entitled to vote at any meeting of the
shareholders for election of Trustees or for any other purpose or otherwise to
participate in any action taken by the Trust or the shareholders thereof, or to
receive notice of any meeting of shareholders (except for such notices as may be
expressly required by law).

        (a) At any time dividends on the Series B Preferred Shares shall be in
arrears for six or more quarterly periods, whether or not the quarterly periods
are consecutive, the holders of Series B Preferred Shares (voting separately as
a class with all other series of Preferred Shares of the Trust upon which like
voting rights have been conferred and are exercisable) will be entitled to vote
for the election of two additional Trustees of the Trust at the next annual
meeting of shareholders and for those or other replacement Trustees at each
subsequent meeting (and the number of Trustees then constituting the Board of
Trustees will automatically increase by two, if not already increased by two by
reason of the election of Trustees by the holders of such Preferred Shares),
until all dividends accumulated on Series B Preferred Shares for the past
Dividend Periods and the then current Dividend Period shall have been fully paid
or declared and a sum sufficient for the payment thereof set apart for payment.
For the avoidance of doubt, and by means of example, in the event dividends on
the Series B Preferred Shares and the Series A Preferred Shares shall both be in
arrears for six or more quarterly periods, the holders of Series B Preferred
Shares and Series A Preferred Shares (and the holders of all other series of
Preferred Shares of the Trust upon which like voting rights have been conferred
and are exercisable) shall be entitled to vote for the election of two
additional Trustees in the aggregate, NOT four or more additional Trustees.

            (i) Upon the full payment of all such dividends accumulated on
     Series B Preferred Shares for the past Dividend Periods and the then
     current Dividend Period or the declaration in full thereof and the Trust's
     setting aside a sum sufficient for the payment thereof, the right of the
     holders of Series B Preferred Shares to elect such two Trustees shall
     cease, and (unless there are one or more other series of Preferred Shares
     of the Trust upon which like voting rights have been conferred and are
     exercisable) the term of office of such Trustees previously so elected
     shall automatically terminate and the authorized number of Trustees of the
     Trust will thereupon automatically return to the number of authorized
     Trustees otherwise in effect, but subject always to the same provisions for
     the reinstatement and divestment of the right to elect two additional
     Trustees in the case of any such future dividend arrearage.

                                      -8-




            (ii) If at any time when the voting rights conferred upon the Series
     B Preferred Shares pursuant to this Section 6(a) are exercisable any
     vacancy in the office of a Trustee elected pursuant to this Section 6(a)
     shall occur, then such vacancy may be filled only by the written consent of
     the remaining such Trustee or by vote of the holders of record of the
     outstanding Series B Preferred Shares and any other series of Preferred
     Shares of the Trust upon which like voting rights have been conferred and
     are exercisable and which are entitled to vote as a class with the Series B
     Preferred Shares in the election of Trustees pursuant to this Section 6(a).

            (iii) Any Trustee elected or appointed pursuant to this Section 6(a)
     may be removed only by the holders of the outstanding Series B Preferred
     Shares and any other series of Preferred Shares of the Trust upon which
     like voting rights have been conferred and are exercisable and which are
     entitled to vote as a class with the Series B Preferred Shares in the
     election of Trustees pursuant to this Section 6(a), and may not be removed
     by the holders of the Common Shares.

            (iv) The term of any Trustees elected or appointed pursuant to this
     Section 6(a) shall be from the date of such election or appointment and
     their qualification until the next annual meeting of the shareholders and
     until their successors are duly elected and qualify, except as otherwise
     provided above in this Section 6(a).

        (b) So long as any Series B Preferred Shares remain outstanding, the
Trust shall not, without the affirmative vote or consent of the holders of at
least two-thirds of the Series B Preferred Shares outstanding at the time, given
in person or by proxy, either in writing or at a meeting (the holders of Series
B Preferred Shares voting separately as a class), (i) authorize or create, or
increase the authorized or issued amount of, any class or series of Shares
ranking senior to the Series B Preferred Shares with respect to payment of
dividends or the distribution of assets upon liquidation, dissolution or winding
up of the Trust, or reclassify any authorized Shares of the Trust into any such
Shares, or create, authorize or issue any obligation or security convertible
into or evidencing the right to purchase any such Shares, or (ii) amend, alter
or repeal the provisions of the Declaration or the terms of the Series B
Preferred Shares, whether by merger, consolidation or otherwise, so as to
materially and adversely affect any right, preference, privilege or voting power
of the Series B Preferred Shares; PROVIDED, HOWEVER, that any increase in the
amount of authorized Preferred Shares, any issuance of or increase in the amount
of Series B Preferred Shares or any creation or issuance of or increase in the
amount of authorized shares of any class or series of Preferred Shares which
rank on a parity with the Series B Preferred Shares with respect to payment of
dividends or the distribution of assets upon liquidation, dissolution or winding
up of the Trust or which are Junior Shares shall not be deemed to materially and
adversely affect the rights, preferences, privileges or voting powers of the
Series B Preferred Shares.

        (c) The voting provisions set forth in clauses (a) and (b) above will
not apply if, at or prior to the time when the act with respect to which a vote
would otherwise be required shall be effected, all outstanding Series B
Preferred Shares shall have been redeemed or called for redemption and
sufficient funds shall have been deposited in trust pursuant to the provisions
of Sections 5(c)(ii) and 5(c)(v) hereof to effect the redemption.

                                      -9-





        (d) On each matter submitted to a vote of the holders of Series B
Preferred Shares or on which the holders of Series B Preferred Shares are
otherwise entitled to vote as provided herein, each Series B Preferred Share
shall be entitled to one vote, except that when Shares of any other class or
series of Preferred Shares of the Trust have the right to vote with the Series B
Preferred Shares as a single class on any matter, the Series B Preferred Shares
and the Shares of each such other class or series will have one vote for each
Twenty-five Dollars ($25.00) of liquidation preference.

     7. CONVERSION. The Series B Preferred Shares are not convertible into or
exchangeable for any other property or securities of the Trust. This provision
will not prevent the Trust from offering to convert or exchange the Series B
Preferred Shares.

     8. STATUS OF REDEEMED AND REACQUIRED SERIES B PREFERRED SHARES. In the
event any Series B Preferred Shares shall be redeemed pursuant to Section 5
hereof or otherwise reacquired by the Trust, the Shares so redeemed or
reacquired shall become authorized but unissued Series B Preferred Shares,
available for future issuance and reclassification by the Trust or, if so
determined by the Trustees, may be retired and canceled by the Trust.

     9. RESTRICTIONS ON TRANSFER.

        (a) The Trustees, by notice to the holder thereof, may purchase any or
all Series B Preferred Shares that have been transferred pursuant to a transfer
which, in the opinion of the Trustees, would jeopardize the status of the Trust
as a REIT for federal income tax purposes. Without limiting the generality of
the foregoing, as a condition to the transfer and/or registration of transfer of
any Series B Preferred Shares ("Excess Series B Preferred Shares") which could
result in

            (i) direct or indirect ownership (as defined in Section 6.14(i) of
     the Declaration) of Series B Preferred Shares representing more than 8.5%
     in value of the total Series B Preferred Shares outstanding becoming
     concentrated in the hands of one owner other than an Excepted Person (as
     such term is defined in Section 6.14(c) of the Declaration), or

            (ii) the outstanding Series B Preferred Shares being owned by fewer
     than 120 persons,

such potential owner shall file with the Trust the statement or affidavit
described in Section 6.14(b) of the Declaration no later than the fifteenth day
prior to any transfer, registration of transfer or transaction which, if
consummated, would result in such ownership. The Trustees shall have the power
and right (i) by lot or other means deemed equitable by them to call for the
purchase from the beneficial owner or the shareholder of such Excess Series B
Preferred Shares, and (ii) to refuse to transfer or issue Excess Series B
Preferred Shares or share certificates to any Person (as defined in Section
1.4(r) of the Declaration) whose acquisition of such Series B Preferred Shares
would, in the opinion of the Trustees, result in the direct or indirect
beneficial ownership of any Excess Series B Preferred Shares by a person other
than any of the Excepted Persons.

                                      -10-




        (b) Any Excess Series B Preferred Shares shall automatically be deemed
to constitute Excess Shares (within the meaning of the Declaration) and shall be
treated in the manner prescribed for Excess Shares, including, without
limitation, the provisions set forth in Section 6.14(c) thereof.

        (c) Notwithstanding any other provision of the Declaration or hereof to
the contrary, any purported acquisition of Series B Preferred Shares (whether
such purported acquisition results from the direct or indirect acquisition or
ownership (as defined for purposes of the Declaration) of Series B Preferred
Shares) which would result in the disqualification of the Trust as a REIT for
federal income tax purposes, shall be null and void. Any such Series B Preferred
Shares may be treated by the Trustees in the manner prescribed for Excess Series
B Preferred Shares in these provisions of the Series B Preferred Shares and for
Excess Shares in Section 6.14(c) of the Declaration.

        (d) The provisions of this Section 9 shall not limit the applicability
of Section 6.14 of the Declaration to Series B Preferred Shares in accordance
with the terms thereof, and the provisions of this Section 9 and of Section 6.14
of the Declaration shall not limit the right of the Trust to elect to redeem
Excess Series B Preferred Shares pursuant to Section 5(b) hereof. Nothing
contained in this Section 9 or in any other provision of the Series B Preferred
Shares shall limit the authority of the Trustees to take such other action as
they deem necessary or advisable to protect the Trust and the interests of the
shareholders by preservation of the Trust's status as a REIT for federal income
tax purposes. The provisions of subsections (g) through (i) of Section 6.14 of
the Declaration shall be applicable to this Section 9 as though (i) the
references therein to Section 6.14 of the Declaration referred instead to this
Section 9 and (ii) the references therein to subsections of Section 6.14 of the
Declaration referred to the comparable provisions of this Section 9.

     10. SEVERABILITY. If any preference, right, voting power, restriction,
limitation as to dividends or other distributions, qualification, term or
condition of redemption or other term of the Series B Preferred Shares is
invalid, unlawful or incapable of being enforced by reason of any rule of law or
public policy, then, to the extent permitted by law, all other preferences,
rights, voting powers, restrictions, limitations as to dividends or other
distributions, qualifications, terms and conditions of redemption and other
terms of the Series B Preferred Shares which can be given effect without the
invalid, unlawful or unenforceable preference, right, voting power, restriction,
limitation as to dividends or other distributions, qualification, term or
condition of redemption or other term of the Series B Preferred Shares shall
remain in full force and effect and shall not be deemed dependent upon any
invalid, unlawful or unenforceable preference, right, voting power, restriction,
limitation as to dividends or other distributions, qualification, term or
condition of redemption or other term of the Series B Preferred Shares.

     THIRD: The Series B Preferred Shares have been classified and designated by
the Board of Trustees under the authority contained in the Declaration.

     FOURTH: These Articles Supplementary have been approved by the Board of
Trustees in the manner and by the vote required by law.

                                      -11-



     FIFTH: The undersigned President of the Trust acknowledges these Articles
Supplementary to be the trust act of the Trust and, as to all matters or facts
required to be verified under oath, the undersigned President acknowledges that,
to the best of his knowledge, information and belief, these matters and facts
are true in all material respects and this statement is made under the penalties
for perjury.

     IN WITNESS WHEREOF, HRPT PROPERTIES TRUST has caused these Articles
Supplementary to be signed in its name and on its behalf by its President and
witnessed by its Assistant Secretary on September 6, 2002.

WITNESS:                                       HRPT PROPERTIES TRUST


__________________________                     By: _____________________________
Alexander A. Notopoulos, Jr.                       John A. Mannix
Assistant Secretary                                President



                                      -12-

EX-4.1

                                                                     Exhibit 4.1

                             [FRONT OF CERTIFICATE]

Temporary Certificate-Exchangeable For Definitive Engraved Certificate

                           When Available for Delivery

[Graphic which contains:     HRPT PROPERTIES TRUST     [Graphic which contains:
 Number HRT _______]                                      SHARES ______]

                     A MARYLAND REAL ESTATE INVESTMENT TRUST

8 3/4% SERIES B CUMULATIVE                           8 3/4% SERIES B CUMULATIVE
REDEEMABLE PREFERRED SHARES                          REDEEMABLE PREFERRED SHARES

THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA,
JERSEY CITY, NJ OR IN NEW YORK, NY                            CUSIP 40426W 30 9

                                                     SEE REVERSE FOR IMPORTANT
                                                     NOTICE ON TRANSFER
                                                     RESTRICTIONS AND OTHER
                                                     INFORMATION
THIS CERTIFIES THAT

IS THE REGISTERED HOLDER OF

FULLY PAID AND NONASSESSABLE 8 3/4% SERIES B CUMULATIVE REDEEMABLE PREFERRED
SHARES, $.01 PAR VALUE PER SHARE, OF BENEFICIAL INTEREST IN

[Superimposed over the following paragraph are the words "Preferred Shares"]

HRPT Properties Trust (the "Trust"), a Maryland Real Estate Investment Trust
established by Declaration of Trust made as of October 9, 1986, as amended from
time to time, a copy of which, together with all amendments thereto (the
"Declaration"), is on file with the State Department of Assessments and Taxation
of Maryland. The provisions of the Declaration and the Bylaws of the Trust, and
all amendments thereto, are hereby incorporated in and made a part of this
certificate as fully as if set forth herein in their entirety, to all of which
provisions the holder and every transferee or assignee hereof by accepting or
holding the same agrees to be bound. See reverse for existence of Trustees'
authority to determine preferences and other rights of subsequent series of
shares, and of restriction on transfer provisions governing the shares evidenced
by this certificate. This certificate and the shares evidenced hereby are
negotiable and transferable on the books of the Trust by the registered holder
hereof in person or by its duly authorized agent upon surrender of this
certificate properly endorsed or assigned to the same extent as a stock
certificate and the shares of a Maryland corporation. This certificate is not
valid until countersigned by the Transfer Agent and registered by the Registrar.

Witness the facsimile seal of the Trust and the facsimile signatures of its duly
authorized officers.

Dated:

                                 [Seal of Trust]

            [Pin-printed is the word "SPECIMEN" above each signature]

/s/ John C. Popeo       /S/ JOHN A. MANNIX
- -----------------       ------------------

TREASURER               PRESIDENT AND CHIEF OPERATING OFFICER

THE DECLARATION OF TRUST PROVIDES THAT THE NAME "HRPT PROPERTIES TRUST" REFERS
TO THE TRUSTEES UNDER THE DECLARATION OF TRUST, COLLECTIVELY AS TRUSTEES, BUT
NOT INDIVIDUALLY OR PERSONALLY, AND NO TRUSTEE, SHAREHOLDER, EMPLOYEE OR AGENT
OF THE TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, IN
CONNECTION WITH THIS INSTRUMENT. ALL PERSONS DEALING WITH THE TRUST IN ANY WAY
SHALL LOOK ONLY TO THE ASSETS OF THE TRUST FOR PAYMENT OF ANY SUM OR PERFORMANCE
OF ANY OBLIGATION.

COUNTERSIGNED AND REGISTERED:
EQUISERVE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR


BY
AUTHORIZED SIGNATURE

                            [REVERSE OF CERTIFICATE]


                              HRPT PROPERTIES TRUST




                                IMPORTANT NOTICE

THE TRUST WILL FURNISH TO ANY SHAREHOLDER, ON REQUEST AND WITHOUT CHARGE, A FULL
STATEMENT OF THE INFORMATION REQUIRED BY SECTION 8-203(d) OF THE CORPORATIONS
AND ASSOCIATIONS ARTICLE OF THE ANNOTATED CODE OF MARYLAND WITH RESPECT TO THE
DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS,
RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS,
QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION OF THE SHARES OF EACH
CLASS OF BENEFICIAL INTEREST WHICH THE TRUST HAS AUTHORITY TO ISSUE AND, IF THE
TRUST IS AUTHORIZED TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN SERIES, (i) THE
DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH
SERIES TO THE EXTENT SET, AND (ii) THE AUTHORITY OF THE BOARD OF TRUSTEES TO SET
SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. THE FOREGOING SUMMARY DOES NOT
PURPORT TO BE COMPLETE AND IS SUBJECT TO AND QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE DECLARATION OF TRUST OF THE TRUST, A COPY OF WHICH WILL BE SENT
WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS. SUCH REQUEST MUST BE MADE TO
THE SECRETARY OF THE TRUST AT ITS PRINCIPAL OFFICE OR TO THE TRANSFER AGENT.

IF NECESSARY TO EFFECT COMPLIANCE BY THE TRUST WITH REQUIREMENTS OF THE INTERNAL
REVENUE CODE RELATING TO REAL ESTATE INVESTMENT TRUSTS, THE SHARES EVIDENCED
BY THIS CERTIFICATE MAY BE REDEEMED BY THE TRUST AND/OR THE TRANSFER THEREOF MAY
BE PROHIBITED ALL UPON THE TERMS AND CONDITIONS SET FORTH IN THE DECLARATION OF
TRUST. THE TRUST WILL FURNISH A COPY OF SUCH TERMS AND CONDITIONS TO THE
REGISTERED HOLDER OF THIS CERTIFICATE UPON REQUEST AND WITHOUT CHARGE.

The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common          UNIF GIFT MIN ACT-______Custodian_______
TEN ENT - as tenants by the entireties                    (Cust)         (Minor)
JT TEN - as joint tenants with right               under Uniform Gifts to Minors
         or survivorship and not as                Act _________________________
         tenants in common                                     (State)


Additional abbreviations may also be used though not in the above list.

For value received _____________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF NEW OWNER

[BOX] _____________________

     PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
                                    ASSIGNEE.

Preferred Shares of Beneficial Interest represented by the within Certificate,
and do hereby irrevocably constitute and appoint

- -------------------------------Attorney to transfer the said shares on the books
of the within-named Trust with full power of substitution in the premises.


DATED,

               (SIGN HERE)
               NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
               NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY
               PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE
               WHATEVER.


SIGNATURE(S) GUARANTEED: _______________________________________
                         The signature(s) must be guaranteed by an eligible
                         guarantor institution (Banks, Stockbrokers, Savings and
                         Loan Associations and Credit Unions with membership in
                         an approved signature guarantee Medallion Program),
                         pursuant to S.E.C. Rule 17Ad-15.

EX-8.1

                                                                   EXHIBIT 8.1

                                            September 6, 2002


HRPT Properties Trust
400 Centre Street
Newton, Massachusetts  02458

Ladies and Gentlemen:

         In connection with the registration by HRPT Properties Trust, a
Maryland real estate investment trust (the "Company"), of up to 12,650,000
shares of its 8.75% Series B Cumulative Redeemable Preferred Shares (the "Series
B Preferred Shares"), the following opinion is furnished to you to be filed with
the Securities and Exchange Commission (the "SEC") as Exhibit 8.1 to the
Company's Current Report on Form 8-K, to be filed within one week of the date
hereof, under the Securities Exchange Act of 1934, as amended (the "Exchange
Act").

         We have acted as counsel for the Company in connection with its
Registration Statement on Form S-3, File No. 333-56051 (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act"). We have
reviewed originals or copies, certified or otherwise identified to our
satisfaction, of corporate records, certificates and statements of officers and
accountants of the Company and of public officials, and such other documents as
we have considered relevant and necessary in order to furnish the opinion
hereinafter set forth. In doing so, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such documents. Specifically, and without
limiting the generality of the foregoing, we have reviewed: (i) the declaration
of trust, as amended, restated and supplemented, and the by-laws, as amended and
restated, of the Company; (ii) the prospectus supplement dated September 6, 2002
(the "Prospectus Supplement") to the final prospectus dated June 15, 1998 (as
supplemented by the Prospectus Supplement, the "Prospectus") which forms a part
of the Registration Statement; and (iii) the sections in the Company's Form 10-K
for the year ended December 31, 2001 (the "Annual Report") captioned "Federal
Income Tax Considerations" and "ERISA Plans, Keogh Plans and Individual
Retirement Accounts."




HRPT Properties Trust
September 6, 2002
Page 2

         The opinion set forth below is based upon the Internal Revenue Code of
1986, as amended, the Treasury Regulations issued thereunder, published
administrative interpretations thereof, and judicial decisions with respect
thereto, all as of the date hereof (collectively, "Tax Laws"), and upon the
Employee Retirement Income Security Act of 1974, as amended, the Department of
Labor regulations issued thereunder, published administrative interpretations
thereof, and judicial decisions with respect thereto, all as of the date hereof
(collectively, "ERISA Laws"). No assurance can be given that the Tax Laws or the
ERISA Laws will not change. In preparing the discussions with respect to Tax
Laws and ERISA Laws matters in the sections of the Annual Report captioned
"Federal Income Tax Considerations" and "ERISA Plans, Keogh Plans and Individual
Retirement Accounts", as supplemented by the section of the Prospectus
Supplement captioned "Federal Income Tax and ERISA Considerations", we have made
certain assumptions and expressed certain conditions and qualifications therein,
all of which assumptions, conditions and qualifications are incorporated herein
by reference. With respect to all questions of fact on which our opinion is
based, we have assumed the initial and continuing truth, accuracy and
completeness of: (i) the information set forth in the Annual Report, the
Prospectus, and in the documents incorporated therein by reference; and (ii)
representations made to us by officers of the Company or contained in the Annual
Report or the Prospectus in each such instance without regard to qualifications
such as "to the best knowledge of" or "in the belief of".

         We have relied upon, but not independently verified, the foregoing
assumptions. If any of the foregoing assumptions are inaccurate or incomplete
for any reason, if the transactions described in the Annual Report or the
Prospectus, or the documents incorporated therein by reference, have been
consummated in a manner that is inconsistent with the manner contemplated
therein, or if the issuance of the Series B Preferred Shares is consummated in a
manner that is inconsistent with the manner in which it is described in the
Prospectus, our opinion as expressed below may be adversely affected and may not
be relied upon.

         Based upon and subject to the foregoing, we are of the opinion that the
discussions with respect to Tax Laws and ERISA Laws matters in the sections of
the Annual Report captioned "Federal Income Tax Considerations" and "ERISA
Plans, Keogh Plans and Individual Retirement Accounts", as supplemented by the
section in the Prospectus Supplement captioned "Federal Income Tax and ERISA
Considerations", in all material respects are accurate and fairly summarize the
Tax Laws issues and ERISA Laws issues addressed therein, and hereby confirm that
the opinions of counsel referred to in said sections represent our opinions on
the subject matter thereof.

         Our opinion above is limited to the matters specifically covered
hereby, and we have not been asked to address, nor have we addressed, any other
matters or any other transactions. Further, we disclaim any undertaking to
advise you of any subsequent changes of the matters stated, represented or
assumed herein or any subsequent changes in the Tax Laws or ERISA Laws.




HRPT Properties Trust
September 6, 2002
Page 3

         We hereby consent to the incorporation of this opinion by reference as
an exhibit to the Registration Statement and to the reference to our firm in the
Prospectus. In giving such consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the Act or
under the rules and regulations of the SEC promulgated thereunder.

                                                 Very truly yours,

                                                 /s/ Sullivan & Worcester LLP
                                                 ----------------------------
                                                 SULLIVAN & WORCESTER LLP

EX-12.3

                                                                  EXHIBIT 12.3

                              HRPT PROPERTIES TRUST
   COMPUTATION OF PRO FORMA RATIO OF EARNINGS TO FIXED CHARGES (Interest Only)
                             (dollars in thousands)





                                                       Six Months        Year Ended
                                                     Ended June 30,     December 31,
                                                         2002               2001
                                                     --------------    --------------
                                                                
Earnings:
  Income before equity in earnings of equity
     investments and extraordinary item                 $49,982         $104,552
  Fixed charges                                          39,115           80,928
  Distributions from equity investments                  13,493           26,651
  Capitalized interest                                   (1,443)            (787)
                                                     -------------    --------------
Adjusted Earnings                                      $101,147         $211,344
                                                     =============    ==============
Fixed Charges:
  Interest expense                                      $35,926          $76,930
  Amortization of deferred financing costs                1,746            3,211
  Capitalized interest                                    1,443              787
                                                     -------------    --------------
Total Fixed Charges                                     $39,115          $80,928
                                                     =============    ==============
Pro Forma Ratio of Earnings to Fixed Charges              2.6x             2.6x
                                                     =============    ==============

EX-12.4

                                                                  EXHIBIT 12.4

                              HRPT PROPERTIES TRUST
    COMPUTATION OF PRO FORMA RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
                            PREFERRED DISTRIBUTIONS
                             (dollars in thousands)




                                                        Six Months        Year Ended
                                                      Ended June 30,      December 31,
                                                           2002               2001
                                                     ----------------     ------------
                                                                   
Earnings:
  Income before equity in earnings of equity
     investments and extraordinary item                    $49,982          $104,552
  Fixed charges before preferred distributions              39,115            80,928
  Distributions from equity investments                     13,493            26,651
  Capitalized interest                                      (1,443)             (787)
                                                     ------------------   -------------
Adjusted Earnings                                         $101,147          $211,344
                                                     ==================   =============

Fixed Charges:
  Interest expense                                         $35,926           $76,930
  Amortization of deferred financing costs                   1,746             3,211
  Capitalized interest                                       1,443               787
  Preferred distributions                                   21,906            40,905
                                                     ------------------   -------------
Total Fixed Charges                                        $61,021          $121,833
                                                     ==================   =============

Pro Forma Ratio of Earnings to Combined Fixed
  Charges and Preferred Distributions                        1.7x              1.7x
                                                     ==================   =============