10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

x        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2006

OR

o        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-9317

HRPT PROPERTIES TRUST

Maryland	04-6558834
(State of Organization)	(IRS Employer Identification No.)

400 Centre Street, Newton, Massachusetts 02458

617-332-3990

Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x   No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer.  See definition of “large accelerated filer and accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer  x   Accelerated filer  o   Non-accelerated filer  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  o   No  x

Number of registrant’s common shares of beneficial interest, $0.01 par value per share, outstanding as of August 2, 2006:  209,985,540

HRPT PROPERTIES TRUST

FORM 10-Q

JUNE 30, 2006

INDEX

		Page
PART I	Financial Information
Item 1.	Financial Statements (unaudited)
	Consolidated Balance Sheet — June 30, 2006 and December 31, 2005		1
	Consolidated Statement of Income — Three and Six Months Ended June 30, 2006 and 2005		2
	Consolidated Statement of Cash Flows — Six Months Ended June 30, 2006 and 2005		3
	Notes to Consolidated Financial Statements		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		20
Item 4.	Controls and Procedures		20
	Warning Concerning Forward Looking Statements		21
	Statement Concerning Limited Liability		22
PART II	Other Information
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		23
Item 4.	Submission of Matters to a Vote of Security Holders		23
Item 6.	Exhibits		24
	Signatures		25

References in this Form 10-Q to the “Company”, “we”, “us”, “our”, and “HRPT Properties” refers to HRPT Properties Trust and its consolidated subsidiaries, unless otherwise noted.

PART I          Financial Information

Item 1.  Financial Statements

HRPT PROPERTIES TRUST

CONSOLIDATED BALANCE SHEET
(amounts in thousands, except share data)

	June 30,			December 31,
	2006			2005
	(unaudited)
ASSETS
Real estate properties:
Land	$	1,112,110		$	1,080,563
Buildings and improvements	4,447,106			4,144,011
	5,559,216			5,224,574
Accumulated depreciation	(607,832		)	(548,460		)
	4,951,384			4,676,114
Properties held for sale	10,709			10,779
Acquired real estate leases	173,510			161,787
Equity investments in former subsidiaries	—			194,297
Cash and cash equivalents	35,099			19,445
Restricted cash	15,931			18,348
Rents receivable, net of allowance for doubtful accounts of $3,862 and $3,767, respectively	159,320			145,385
Other assets, net	95,566			101,012
Total assets	$	5,441,519		$	5,327,167
LIABILITIES AND SHAREHOLDERS’ EQUITY
Revolving credit facility	$	280,000		$	256,000
Senior unsecured debt, net	1,940,582			1,889,991
Mortgage notes payable, net	390,495			374,165
Accounts payable and accrued expenses	79,729			80,125
Acquired real estate lease obligations	44,300			38,987
Rent collected in advance	20,534			17,858
Security deposits	15,081			13,679
Due to affiliates	7,545			10,876
Total liabilities	2,778,266			2,681,681
Shareholders’ equity:
Preferred shares of beneficial interest, $0.01 par value: 50,000,000 shares authorized;
Series A preferred shares; 9 7¤8% cumulative redeemable at par on February 22, 2006; zero and 8,000,000 shares issued and outstanding, respectively, aggregate liquidation preference $200,000	—			193,086
Series B preferred shares; 8 ¾% cumulative redeemable at par on September 12, 2007; 12,000,000 shares issued and outstanding, aggregate liquidation preference $300,000	289,849			289,849
Series C preferred shares; 7 1¤8% cumulative redeemable at par on February 15, 2011; 6,000,000 and zero shares issued and outstanding, respectively, aggregate liquidation preference $150,000	145,015			—
Common shares of beneficial interest, $0.01 par value: 250,000,000 shares authorized; 209,985,540 and 209,860,625 shares issued and outstanding, respectively	2,100			2,099
Additional paid in capital	2,773,664			2,779,159
Cumulative net income	1,634,123			1,452,774
Cumulative common distributions	(1,982,984		)	(1,894,818		)
Cumulative preferred distributions	(198,514		)	(176,663		)
Total shareholders’ equity	2,663,253			2,645,486
Total liabilities and shareholders’ equity	$	5,441,519		$	5,327,167

See accompanying notes

1

HRPT PROPERTIES TRUST

CONSOLIDATED STATEMENT OF INCOME
(amounts in thousands, except per share data)
(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
Rental income	$	197,957		$	173,814		$	387,516		$	340,368
Expenses:
Operating expenses	75,959			63,735			147,762			126,842
Depreciation and amortization	40,379			33,416			78,045			65,927
General and administrative	8,540			7,453			16,413			14,328
Total expenses	124,878			104,604			242,220			207,097
Operating income	73,079			69,210			145,296			133,271
Interest income	310			701			1,545			881
Interest expense (including amortization of note discounts and premiums and deferred financing fees of $1,105, $668, $2,243 and $1,333, respectively)	(41,854		)	(34,732		)	(83,148		)	(70,339		)
Loss on early extinguishment of debt	—			—			(1,659		)	—
Equity in earnings of equity investments	—			3,052			3,136			6,446
Gain on sale of equity investments	—			—			116,287			—
Gain on issuance of shares by equity investees	—			4,708			—			4,708
Income from continuing operations	31,535			42,939			181,457			74,967
(Loss) income from discontinued operations	(21		)	215			(108		)	422
Gain on sale of properties	—			7,592			—			7,592
Net income	31,514			50,746			181,349			82,981
Preferred distributions	(9,234		)	(11,500		)	(20,742		)	(23,000		)
Excess redemption price paid over carrying value of preferred shares	—			—			(6,914		)	—
Net income available for common shareholders	$	22,280		$	39,246		$	153,693		$	59,981
Weighted average common shares outstanding	209,968			199,819			209,915			189,873
Basic and diluted earnings per common share:
Income from continuing operations	$	0.11		$	0.16		$	0.73		$	0.27
(Loss) income from discontinued operations	$	—		$	—		$	—		$	—
Net income available for common shareholders	$	0.11		$	0.20		$	0.73		$	0.32

See accompanying notes

2

HRPT PROPERTIES TRUST

CONSOLIDATED STATEMENT OF CASH FLOWS
(amounts in thousands)
(unaudited)

	Six Months Ended June 30,
	2006			2005
Cash flows from operating activities:
Net income	$	181,349		$	82,981
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	63,297			54,878
Amortization of note discounts and premiums and deferred financing fees	2,243			1,333
Amortization of acquired real estate leases	14,968			10,655
Other amortization	5,371			4,244
Loss on early extinguishment of debt	1,659			—
Equity in earnings of equity investments	(3,136		)	(6,446		)
Gain on sale of equity investments	(116,287		)	—
Gain on issuance of shares by equity investees	—			(4,708		)
Distributions of earnings from equity investments	3,136			6,446
Gain on sale of properties	—			(7,592		)
Change in assets and liabilities:
Decrease (increase) in restricted cash	2,417			(25		)
Increase in rents receivable and other assets	(13,949		)	(29,121		)
(Decrease) increase in accounts payable and accrued expenses	(396		)	5,429
Increase in rent collected in advance	2,676			2,840
Increase in security deposits	1,402			941
Decrease in due to affiliates	(3,331		)	(4,964		)
Cash provided by operating activities	141,419			116,891
Cash flows from investing activities:
Real estate acquisitions and improvements	(339,290		)	(253,025		)
Distributions in excess of earnings from equity investments	2,251			4,857
Proceeds from sale of properties	—			20,078
Proceeds from sale of equity investments	308,333			—
Cash used for investing activities	(28,706		)	(228,090		)
Cash flows from financing activities:
Proceeds from issuance of preferred shares, net	145,015			—
Redemption of preferred shares	(200,000		)	—
Proceeds from issuance of common shares, net	—			259,017
Proceeds from borrowings	964,000			380,000
Payments on borrowings	(894,210		)	(423,847		)
Deferred financing fees	(1,847		)	(4,813		)
Distributions to common shareholders	(88,166		)	(79,198		)
Distributions to preferred shareholders	(21,851		)	(23,000		)
Cash (used for) provided by financing activities	(97,059		)	108,159
Increase (decrease) in cash and cash equivalents	15,654			(3,040		)
Cash and cash equivalents at beginning of period	19,445			21,961
Cash and cash equivalents at end of period	$	35,099		$	18,921

3

HRPT PROPERTIES TRUST

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
(amounts in thousands)
(unaudited)

	Six Months Ended June 30,
	2006			2005
Supplemental cash flow information:
Interest paid	$	79,188		$	72,071
Non-cash investing activities:
Real estate acquisitions	$	(20,585	)	$	—
Non-cash financing activities:
Issuance of common shares	$	1,420		$	53
Assumption of mortgage notes payable	20,585			—

See accompanying notes

4

HRPT PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except share data)

Note 1.  Basis of Presentation

The accompanying consolidated financial statements of HRPT Properties Trust and its subsidiaries have been prepared without audit.  Certain information and footnote disclosures required by accounting principles generally accepted in the United States for complete financial statements have been condensed or omitted.  We believe the disclosures made are adequate to make the information presented not misleading.  However, the accompanying financial statements should be read in conjunction with the financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2005.  In the opinion of management, all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation, have been included.  All intercompany transactions and balances between HRPT Properties Trust and its subsidiaries have been eliminated.  Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.  Reclassifications have been made to the prior years’ financial statements to conform to the current year’s presentation.

Note 2.  Real Estate Properties

During the six months ended June 30, 2006, we acquired 46 office properties and one industrial property for $306,856, excluding closing costs, and funded $49,185 of improvements to our owned properties using cash on hand, borrowings under our revolving credit facility and the assumption of $20,585 of mortgage debt.

Note 3.  Indebtedness

In March 2006 we issued $400,000 of unsecured floating rate senior notes in a public offering, raising net proceeds of approximately $398,700.  The notes bear interest at LIBOR plus a premium (5.9% at June 30, 2006), require quarterly interest payments and mature in March 2011.  Net proceeds from this offering were used to reduce amounts outstanding under our revolving credit facility and for general business purposes.  In March 2006 we also repaid our $350,000 term loan that was scheduled to mature in August 2009.  We recognized a loss of $1,659 from the write off of deferred financing fees in connection with this repayment.

We have an unsecured revolving credit facility that we use for acquisitions, working capital and general business purposes.  This credit facility matures in April 2009 and has a borrowing capacity of $750,000.  The interest rate on this facility averaged 5.4% and 3.4% per annum for the six months ended June 30, 2006 and 2005, respectively.  As of June 30, 2006, we had $280,000 outstanding and $470,000 available under our revolving credit facility.  We are currently working with the lead lender of our revolving credit facility concerning possible amendments to and the extension of our revolving credit facility, although there can be no assurance these changes will occur.  Our public debt indentures and credit facility agreement contain a number of financial and other covenants, including a credit facility covenant which limits the amount of aggregate distributions on common shares to 90% of operating cash flow available for shareholder distributions as defined in the credit facility agreement.

Note 4.  Shareholders’ Equity

In February 2006 we issued 6,000,000 series C cumulative redeemable preferred shares in a public offering, raising net proceeds of $145,015.  Each series C preferred share has a liquidation preference of $25.00 and requires dividends of $1.78125, 71¤8% of the liquidation preference per annum, payable in equal quarterly payments.  Our series C preferred shares are redeemable, at our option, for $25.00 each plus accrued and unpaid dividends at any time on or after February 15, 2011.  Net proceeds from this offering were used to reduce amounts outstanding under our revolving credit facility.  In March 2006 we redeemed all $200,000 of our 9.875% series A preferred shares by borrowing under our revolving credit facility.  In connection with this redemption, the $6,914 excess of the liquidation preference of the redeemed shares over their carrying amount was deducted from net income to determine net income available for common shareholders.

On April 10, 2006, we issued 113,665 common shares to our manager, Reit Management & Research LLC, or RMR, in payment of an incentive fee of $1,298 for services rendered during 2005 based upon a per common share price of $11.42, the closing price of our common shares on the New York Stock Exchange on that day.

On May 23, 2006, we issued 11,250 common shares to our trustees as part of their annual compensation based upon a per common share price of $10.87, the closing price of our common shares on the New York Stock Exchange on that day.

5

Note 5.  Equity Investments

At June 30, 2006, and December 31, 2005, we had the following equity investments in Senior Housing Properties Trust, or Senior Housing, and Hospitality Properties Trust, or Hospitality Properties:

	Equity Investments				Equity in Earnings
	June 30,		December 31,		Three Months Ended June 30,				Six Months Ended June 30,
	2006		2005		2006		2005		2006		2005
Senior Housing	$	—	$	94,952	$	—	$	1,834	$	1,512	$	3,655
Hospitality Properties	—		99,345		—		1,218		1,624		2,791
	$	—	$	194,297	$	—	$	3,052	$	3,136	$	6,446

In March 2006 we sold all 7,710,738 Senior Housing common shares we owned for $17.60 per common share, raising gross proceeds of $135,709 (net $133,064) and recognizing a gain of $39,066, and we sold all 4,000,000 Hospitality Properties common shares we owned for $44.75 per common share, raising gross proceeds of $179,000 (net $175,269) and recognizing a gain of $77,221.

Note 6.  Segment Information

As of June 30, 2006, we owned 348 office properties and 139 industrial properties, excluding properties under contract for sale.  We account for our office and industrial properties in geographic operating segments for financial reporting purposes based on our method of internal reporting.  We define these individual geographic segments as those which currently, or during either of the last two quarters, represent or generate 5% or more of our total square feet, revenues or property net operating income.  Property level information by geographic segment and property type as of and for the three and six months ended June 30, 2006 and 2005, is as follows:

6

	As of June 30, 2006			As of June 30, 2005
	Office Properties	Industrial Properties	Totals	Office Properties	Industrial Properties	Totals
Property square feet:
Metro Philadelphia, PA	5,448	—	5,448	5,453	—	5,453
Metro Washington, DC	2,645	—	2,645	2,645	—	2,645
Oahu, HI	—	17,929	17,929	—	17,879	17,879
Metro Boston, MA	2,737	—	2,737	2,738	—	2,738
Southern California	1,444	—	1,444	1,444	—	1,444
Metro Atlanta, GA	2,127	—	2,127	1,777	—	1,777
Metro Austin, TX	1,491	1,316	2,807	1,489	1,316	2,805
Other Markets	18,010	4,882	22,892	13,376	4,573	17,949
Totals	33,902	24,127	58,029	28,922	23,768	52,690
Central business district, or CBD	11,328	158	11,486	11,329	158	11,487
Suburban	22,574	23,969	46,543	17,593	23,610	41,203
Total	33,902	24,127	58,029	28,922	23,768	52,690

	Three Months Ended June 30, 2006						Three Months Ended June 30, 2005
	Office Properties		Industrial Properties		Totals		Office Properties		Industrial Properties		Totals
Property rental income:
Metro Philadelphia, PA	$	31,632	$	—	$	31,632	$	35,772	$	—	$	35,772
Metro Washington, DC	19,495		—		19,495		19,131		—		19,131
Oahu, HI	—		15,119		15,119		—		11,340		11,340
Metro Boston, MA	14,996		—		14,996		14,015		—		14,015
Southern California	11,879		—		11,879		11,546		—		11,546
Metro Atlanta, GA	8,807		—		8,807		8,072		—		8,072
Metro Austin, TX	7,103		3,759		10,862		5,487		4,262		9,749
Other Markets	75,060		10,107		85,167		54,693		9,496		64,189
Totals	$	168,972	$	28,985	$	197,957	$	148,716	$	25,098	$	173,814
CBD	$	71,477	$	279	$	71,756	$	69,578	$	266	$	69,844
Suburban	97,495		28,706		126,201		79,138		24,832		103,970
Total	$	168,972	$	28,985	$	197,957	$	148,716	$	25,098	$	173,814

	Three Months Ended June 30, 2006						Three Months Ended June 30, 2005
	Office Properties		Industrial Properties		Totals		Office Properties		Industrial Properties		Totals
Property net operating income:
Metro Philadelphia, PA	$	17,216	$	—	$	17,216	$	20,625	$	—	$	20,625
Metro Washington, DC	12,266		—		12,266		12,308		—		12,308
Oahu, HI	—		12,386		12,386		—		9,164		9,164
Metro Boston, MA	10,032		—		10,032		9,720		—		9,720
Southern California	8,173		—		8,173		7,603		—		7,603
Metro Atlanta, GA	5,275		—		5,275		5,148		—		5,148
Metro Austin, TX	3,395		2,074		5,469		2,560		1,984		4,544
Other Markets	44,560		6,621		51,181		34,072		6,895		40,967
Totals	$	100,917	$	21,081	$	121,998	$	92,036	$	18,043	$	110,079
CBD	$	40,261	$	216	$	40,477	$	40,346	$	215	$	40,561
Suburban	60,656		20,865		81,521		51,690		17,828		69,518
Total	$	100,917	$	21,081	$	121,998	$	92,036	$	18,043	$	110,079

7

	Six Months Ended June 30, 2006						Six Months Ended June 30, 2005
	Office Properties		Industrial Properties		Totals		Office Properties		Industrial Properties		Totals
Property rental income:
Metro Philadelphia, PA	$	63,493	$	—	$	63,493	$	66,729	$	—	$	66,729
Metro Washington, DC	39,210		—		39,210		37,720		—		37,720
Oahu, HI	—		29,211		29,211		—		22,262		22,262
Metro Boston, MA	30,028		—		30,028		28,064		—		28,064
Southern California	23,804		—		23,804		23,068		—		23,068
Metro Atlanta, GA	17,643		—		17,643		16,025		—		16,025
Metro Austin, TX	13,859		7,094		20,953		11,081		8,391		19,472
Other Markets	143,651		19,523		163,174		108,032		18,996		127,028
Totals	$	331,688	$	55,828	$	387,516	$	290,719	$	49,649	$	340,368
CBD	$	142,578	$	558	$	143,136	$	135,513	$	532	$	136,045
Suburban	189,110		55,270		244,380		155,206		49,117		204,323
Total	$	331,688	$	55,828	$	387,516	$	290,719	$	49,649	$	340,368

	Six Months Ended June 30, 2006						Six Months Ended June 30, 2005
	Office Properties		Industrial Properties		Totals		Office Properties		Industrial Properties		Totals
Property net operating income:
Metro Philadelphia, PA	$	34,072	$	—	$	34,072	$	36,867	$	—	$	36,867
Metro Washington, DC	24,735		—		24,735		24,648		—		24,648
Oahu, HI	—		23,758		23,758		—		17,863		17,863
Metro Boston, MA	20,004		—		20,004		19,194		—		19,194
Southern California	16,562		—		16,562		15,463		—		15,463
Metro Atlanta, GA	10,830		—		10,830		10,318		—		10,318
Metro Austin, TX	6,693		3,917		10,610		5,410		3,892		9,302
Other Markets	86,195		12,988		99,183		66,915		12,956		79,871
Totals	$	199,091	$	40,663	$	239,754	$	178,815	$	34,711	$	213,526
CBD	$	80,075	$	431	$	80,506	$	78,095	$	431	$	78,526
Suburban	119,016		40,232		159,248		100,720		34,280		135,000
Total	$	199,091	$	40,663	$	239,754	$	178,815	$	34,711	$	213,526

8

The table below reconciles our calculation of property net operating income, or NOI, to net income available for common shareholders, the most directly comparable GAAP financial measure reported in our consolidated financial statements for the three and six months ended June 30, 2006 and 2005.  We consider NOI to be appropriate supplemental information to net income available for common shareholders because it helps both investors and management to understand the operations of our properties.  We use NOI internally as a performance measure and believe NOI provides useful information to investors regarding our results of operations because it reflects only those income and expense items that are incurred at the property level.  Our management also uses NOI to evaluate individual, regional and company wide property level performance.  NOI excludes certain components from net income available for common shareholders in order to provide results that are more closely related to property results of operations.  NOI does not represent cash generated by operating activities in accordance with generally accepted accounting principles, or GAAP, and should not be considered an alternative to net income, net income available for common shareholders or cash flow from operating activities as a measure of financial performance.

	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
Rental income	$	197,957		$	173,814		$	387,516		$	340,368
Operating expenses	(75,959		)	(63,735		)	(147,762		)	(126,842		)
Property net operating income (NOI)	$	121,998		$	110,079		$	239,754		$	213,526
Property net operating income	$	121,998		$	110,079		$	239,754		$	213,526
Depreciation and amortization	(40,379		)	(33,416		)	(78,045		)	(65,927		)
General and administrative	(8,540		)	(7,453		)	(16,413		)	(14,328		)
Operating income	73,079			69,210			145,296			133,271
Interest income	310			701			1,545			881
Interest expense	(41,854		)	(34,732		)	(83,148		)	(70,339		)
Loss on early extinguishment of debt	—			—			(1,659		)	—
Equity in earnings of equity investments	—			3,052			3,136			6,446
Gain on sale of equity investments	—			—			116,287			—
Gain on issuance of shares by equity investees	—			4,708			—			4,708
Income from continuing operations	31,535			42,939			181,457			74,967
(Loss) income from discontinued operations	(21		)	215			(108		)	422
Gain on sale of properties	—			7,592			—			7,592
Net income	31,514			50,746			181,349			82,981
Preferred distributions	(9,234		)	(11,500		)	(20,742		)	(23,000		)
Excess redemption price paid over carrying value of preferred shares	—			—			(6,914		)	—
Net income available for common shareholders	$	22,280		$	39,246		$	153,693		$	59,981

Note 7.  Subsequent Events

In July 2006 we declared a distribution of $0.21 per common share, or approximately $44,000, to be paid on or about August 25, 2006, to shareholders of record on July 25, 2006.  We also announced a distribution on our series B preferred shares of $0.5469 per share, or $6,563, and a distribution on our series C preferred shares of $0.4453 per share, or $2,672, which will be paid on or about August 15, 2006, to our series B and C preferred shareholders of record as of August 1, 2006.

In July 2006 we sold four properties with a total of approximately 68,000 square feet of space for an aggregate sales price of $9,200.  We also have an executed purchase agreement for the sale of one property with approximately 33,000 square feet of space at a sale price of $4,500.  We currently expect to close the sale of this property in the third or fourth quarters of 2006.  This potential sale transaction is subject to customary closing contingencies, and because of these contingencies we can provide no assurances that we will sell this property.  These properties are classified as held for sale on our consolidated balance sheet and in discontinued operations on our consolidated statement of income.

9

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and tables should be read in conjunction with our consolidated financial statements and notes thereto included in this quarterly report and our 2005 Annual Report on Form 10-K for the year ended December 31, 2005.

OVERVIEW

We primarily own office buildings located throughout the United States.  We also own approximately 18 million square feet of leased industrial and commercial lands in Oahu, Hawaii.

Property Operations

As of June 30, 2006, 93.6% of our total square feet was leased, compared to 94.1% leased as of June 30, 2005.  The decrease reflects property acquisitions and a decrease in occupancy of 0.2% at properties we owned continuously since January 1, 2005.  Occupancy data is as follows (square feet in thousands):

	All Properties (1)				Comparable Properties (2)
	As of June 30,				As of June 30,
	2006		2005		2006		2005
Total properties	487		410		367		367
Total square feet	58,029		52,690		43,745		43,745
Percent leased (3)	93.6	%	94.1	%	93.8	%	94.0	%

(1)Excludes properties under contract for sale.

(2)Based on properties owned continuously since January 1, 2005, and excludes properties under contract for sale.

(3)Percent leased includes (i) space being fitted out for occupancy pursuant to signed leases and (ii) space which is leased, but is not occupied or is being offered for sublease by tenants.

10

During the second quarter of 2006 we signed new leases for 629,000 square feet and lease renewals for 1,343,000 square feet, at weighted average rental rates that were 5% above rents previously charged for the same space.  Average lease terms for leases signed during the quarter ended June 30, 2006, were 8.0 years.  Commitments for tenant improvement and leasing costs for leases signed during the quarter ended June 30, 2006, totaled $26.1 million, or $13.23 per square foot (approximately $1.65/sq. ft. per year of the lease term).

During the past twelve months, the leasing market conditions in some of our markets have been improving.  The occupancies at some of our continuously owned properties have stabilized and quoted rental rates in most of the areas where our properties are located seem to have increased modestly.  Also, required landlord funded tenant build outs and leasing commissions payable to tenant brokers for new leases and lease renewals seem to have stabilized or declined modestly.  These build out costs and leasing commissions are generally amortized as a reduction of our income during the terms of the affected leases.  At this time, we believe the modest increases in effective rents will continue to improve the financial results at some of our currently owned properties during 2006.  There are too many variables for us to reasonably project what the financial impact of these market conditions will be on our results for future periods.

Approximately 20% of our leased square feet are under leases scheduled to expire through December 31, 2008.  Lease renewals and rental rates at which available space may be relet in the future will depend on prevailing market conditions at that time.  Lease expirations by year, as of June 30, 2006, are as follows (in thousands):

Year	Sq. Ft. Expiring (1)	% of Sq. Ft. Expiring		Annualized Rental Income Expiring (2)		% of Annualized Rental Income Expiring		Cumulative % of Annualized Rental Income Expiring
2006	2,621	4.8	%	$	47,010	5.8	%	5.8	%
2007	3,932	7.2	%	70,535		8.8	%	14.6	%
2008	4,516	8.3	%	79,381		9.9	%	24.5	%
2009	3,586	6.6	%	64,494		8.0	%	32.5	%
2010	5,125	9.4	%	90,957		11.3	%	43.8	%
2011	4,768	8.8	%	84,071		10.4	%	54.2	%
2012	3,458	6.4	%	70,803		8.8	%	63.0	%
2013	2,162	4.0	%	40,979		5.1	%	68.1	%
2014	2,315	4.3	%	38,662		4.8	%	72.9	%
2015	2,408	4.4	%	51,835		6.4	%	79.3	%
2016 and thereafter	19,414	35.8	%	166,276		20.7	%	100.0	%
	54,305	100.0	%	$	805,003	100.0	%
Weighted average remaining lease term (in years):	9.6			6.6

(1)Square feet is pursuant to signed leases as of June 30, 2006, and includes (i) space being fitted out for occupancy and (ii) space which is leased, but is not occupied or is being offered for sublease by tenants.  Excludes square feet from properties classified in discontinued operations.

(2)Rent is rents pursuant to signed leases as of June 30, 2006, plus expense reimbursements; includes some triple net lease rents and excludes lease value amortization and rents from properties classified in discontinued operations.

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Our principal source of funds for our operations is rents from tenants at our properties.  Rents are generally received from our non-government tenants monthly in advance, and from our government tenants monthly in arrears.  As of June 30, 2006, tenants responsible for 1% or more of our total rent were as follows (square feet in thousands):

Tenant	Square Feet (1)	% of Total Square Feet (1)		% of Rent (2)		Expiration
1. U. S. Government	5,022	9.2	%	13.7	%	2006 to 2020
2. GlaxoSmithKline plc	607	1.1	%	1.8	%	2013
3. PNC Financial Services Group	460	0.8	%	1.4	%	2011, 2021
4. Comcast Corporation	406	0.7	%	1.2	%	2006, 2008
5. Solectron Corporation	765	1.4	%	1.1	%	2014
6. Tyco International Ltd.	660	1.2	%	1.1	%	2007, 2017
7. Motorola, Inc.	775	1.4	%	1.1	%	2006, 2008, 2010
8. The Scripps Research Institute	164	0.3	%	1.1	%	2019
9. Manugistics, Inc.	283	0.5	%	1.1	%	2012
10. Ballard Spahr Andrews & Ingersoll,   LLP	231	0.4	%	1.1	%	2008, 2015
11. Westinghouse Electric Corporation	534	1.0	%	1.0	%	2010, 2011
Total	9,907	18.0	%	25.7	%

(1)Square feet is pursuant to signed leases as of June 30, 2006, and includes (i) space being fitted out for occupancy and (ii) space which is leased, but is not occupied or is being offered for sublease by tenants.  Excludes square feet from properties classified in discontinued operations.

(2)Rent is rents pursuant to signed leases as of June 30, 2006, plus expense reimbursements; includes some triple net lease rents and excludes lease value amortization and rents from properties classified in discontinued operations.

Investing Activities

During the six months ended June 30, 2006, we acquired 46 office properties and one industrial property for $306.9 million, excluding closing costs, and funded $49.2 million of improvements to our owned properties using cash on hand, borrowings under our revolving credit facility and the assumption of $20.6 million of mortgage debt.  In July 2006 we sold four properties with a total of approximately 68,000 square feet of space for an aggregate sales price of $9.2 million.  We also have an executed purchase agreement for the sale of one property with approximately 33,000 square feet of space at a sale price of $4.5 million.  We currently expect to close the sale of this property in the third or fourth quarters of 2006.  This potential sale transaction is subject to customary closing contingencies, and because of these contingencies we can provide no assurances that we will sell this property.  These properties are classified as held for sale on our consolidated balance sheet and in discontinued operations on our consolidated statement of income.

Financing Activities

In February 2006 we issued six million series C cumulative redeemable preferred shares in a public offering, raising net proceeds of $145.0 million.  In March 2006 we issued $400 million of unsecured floating rate senior notes in a public offering, raising net proceeds of approximately $398.7 million.  Net proceeds from these offerings were used to reduce amounts outstanding under our revolving credit facility and for general business purposes.  In March 2006 we redeemed all $200 million of our series A preferred shares and repaid our $350 million term loan by borrowing under our revolving credit facility.

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RESULTS OF OPERATIONS

Three Months Ended June 30, 2006, Compared to Three Months Ended June 30, 2005

	Three Months Ended June 30,
	2006			2005			Change			% Change
	(in thousands, except per share data)
Rental income	$	197,957		$	173,814		$	24,143		13.9	%
Expenses:
Operating expenses	75,959			63,735			12,224			19.2	%
Depreciation and amortization	40,379			33,416			6,963			20.8	%
General and administrative	8,540			7,453			1,087			14.6	%
Total expenses	124,878			104,604			20,274			19.4	%
Operating income	73,079			69,210			3,869			5.6	%
Interest income	310			701			(391		)	(55.8	)%
Interest expense	(41,854		)	(34,732		)	(7,122		)	(20.5	)%
Equity in earnings of equity investments	—			3,052			(3,052		)	(100.0	)%
Gain on issuance of shares by equity investees	—			4,708			(4,708		)	(100.0	)%
Income from continuing operations	31,535			42,939			(11,404		)	(26.6	)%
(Loss) income from discontinued operations	(21		)	215			(236		)	(109.8	)%
Gain on sale of properties	—			7,592			(7,592		)	(100.0	)%
Net income	31,514			50,746			(19,232		)	(37.9	)%
Preferred distributions	(9,234		)	(11,500		)	2,266			19.7	%
Net income available for common shareholders	$	22,280		$	39,246		$	(16,966	)	(43.2	)%
Weighted average common shares outstanding	209,968			199,819			10,149			5.1	%
Income from continuing operations per share	$	0.11		$	0.16		$	(0.05	)	(31.3	)%
(Loss) income from discontinued operations per share	$	—		$	—		$	—		—	%
Net income available for common shareholders per share	$	0.11		$	0.20		$	(0.09	)	(45.0	)%

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Rental income.   Rental income increased for the three months ended June 30, 2006, compared to the same period in 2005, primarily due to increases in rental income from our Oahu, HI and Other Markets segments, offset by the decrease in rental income from our Philadelphia segment, all as described in Note 6 to our consolidated financial statements.  Rental income for the Oahu, HI segment increased $3.8 million, or 33%, primarily because of the acquisition of 44 properties in June 2005, and increases in weighted average rental rates for new leases and lease renewals signed during 2005 and 2006.  Rental income for the Other Markets segment increased $21.0 million, or 33%, primarily because of the acquisition of 67 properties since March 2005.  Rental income for the Metro Philadelphia, PA segment decreased $4.1 million, or 12%, primarily because of non-recurring rent recovery income received during the second quarter of 2005 and a decline in occupancy during 2006.  Rental income includes non cash straight line rent adjustments totaling $5.2 million in 2006 and $5.7 million in 2005 and amortization of acquired real estate leases and obligations totaling ($2.3 million) in 2006 and ($1.8 million) in 2005.  Rental income also includes lease termination fees totaling $251,000 in 2006 and $285,000 in 2005.

Total expenses.   Total expenses increased for the three months ended June 30, 2006, compared to the same period in 2005, due to increases in operating expenses, depreciation and amortization and general and administrative expenses primarily related to the acquisition of properties in 2005 and 2006.

Interest expense.   Interest expense increased for the three months ended June 30, 2006, compared to the three months ended June 30, 2005, reflecting an increase in average total debt outstanding which was used primarily to finance acquisitions in 2006 and 2005, and the increase in weighted average interest rates on our floating rate debt from 3.8% during the three months ended June 30, 2005, to 5.6% during the three months ended June 30, 2006.

Equity in earnings of equity investments.   Equity in earnings of equity investments decreased in 2006 due to the sale of all of the common shares we owned in Senior Housing and Hospitality Properties in March 2006.

Gain on issuance of shares by equity investees.   The gain on issuance of shares by equity investees reflects the issuance of common shares during 2005 by Hospitality Properties at prices above our per share carrying value.

Gain on sale of properties.   The gain on sale of properties in the prior year reflects the sale of 237,000 square feet of industrial property located in the Metro Boston, MA area for $20.5 million during the second quarter of 2005.

Income from continuing operations.   The decrease in income from continuing operations is due primarily to our sale of equity investments during the first quarter of 2006, and an increase during 2006 in interest expense due to the increase in average total debt outstanding and the increase in floating interest rates, offset by the acquisition of properties since March 2005.

Net income and net income available for common shareholders.   The decrease in net income and net income available for common shareholders is due primarily to the sale of Senior Housing and Hospitality Properties common shares in 2006, an increase during 2006 in interest expense due to an increase in average total debt outstanding and the increase in floating interest rates, and the gain on sale of 237,000 square feet of industrial property in 2005, offset by property acquisitions since March 2005.  Net income available for common shareholders is net income reduced by preferred distributions.

14

Six Months Ended June 30, 2006, Compared to Six Months Ended June 30, 2005

	Six Months Ended June 30,
	2006			2005			Change			% Change
	(in thousands, except per share data)
Rental income	$	387,516		$	340,368		$	47,148		13.9	%
Expenses:
Operating expenses	147,762			126,842			20,920			16.5	%
Depreciation and amortization	78,045			65,927			12,118			18.4	%
General and administrative	16,413			14,328			2,085			14.6	%
Total expenses	242,220			207,097			35,123			17.0	%
Operating income	145,296			133,271			12,025			9.0	%
Interest income	1,545			881			664			75.4	%
Interest expense	(83,148		)	(70,339		)	(12,809		)	(18.2	)%
Loss on early extinguishment of debt	(1,659		)	—			(1,659		)	(100.0	)%
Equity in earnings of equity investments	3,136			6,446			(3,310		)	(51.3	)%
Gain on sale of equity investments	116,287			—			116,287			100.0	%
Gain on issuance of shares by equity investees	—			4,708			(4,708		)	(100.0	)%
Income from continuing operations	181,457			74,967			106,490			142.0	%
(Loss) income from discontinued operations	(108		)	422			(530		)	(125.6	)%
Gain on sale of properties	—			7,592			(7,592		)	(100.0	)%
Net income	181,349			82,981			98,368			118.5	%
Preferred distributions	(20,742		)	(23,000		)	2,258			9.8	%
Excess redemption price paid over carrying value of preferred shares	(6,914		)	—			(6,914		)	(100.0	)%
Net income available for common shareholders	$	153,693		$	59,981		$	93,712		156.2	%
Weighted average common shares outstanding	209,915			189,873			20,042			10.6	%
Income from continuing operations per share	$	0.73		$	0.27		$	0.46		170.4	%
(Loss) income from discontinued operations per share	$	—		$	—		$	—		—	%
Net income available for common shareholders per share	$	0.73		$	0.32		$	0.41		128.1	%

Rental income.   Rental income increased for the six months ended June 30, 2006, compared to the same period in 2005, primarily due to increases in rental income from our Oahu, HI and Other Markets segments, as described in Note 6 to our consolidated financial statements.  Rental income for the Oahu, HI segment increased $6.9 million, or 31%, primarily because of the acquisition of 44 properties in June 2005, and increases in weighted average rental rates for new leases and lease renewals signed during 2005 and 2006.  Rental income for the Other Markets segment increased $36.1 million, or 28%, primarily because of the acquisition of 67 properties since December 2004.  Rental income includes non cash straight line rent adjustments totaling $10.1 million in 2006 and $12.3 million in 2005 and amortization of acquired real estate leases and obligations totaling ($5.5 million) in 2006 and ($3.5 million) in 2005.  Rental income also includes lease termination fees totaling $500,000 in 2006 and $435,000 in 2005.

15

Total expenses.   Total expenses increased for the six months ended June 30, 2006, compared to the same period in 2005, due to increases in operating expenses, depreciation and amortization and general and administrative expenses primarily related to the acquisition of properties in 2005 and 2006.

Interest expense.   Interest expense increased for the six months ended June 30, 2006, compared to the six months ended June 30, 2005, reflecting an increase in average total debt outstanding which was used primarily to finance acquisitions in 2006 and 2005, and the increase in weighted average interest rates on our floating rate debt from 3.5% during the six months ended June 30, 2005, to 5.5% during the six months ended June 30, 2006.

Loss on early extinguishment of debt.   The loss on early extinguishment of debt in 2006 relates to the write off of deferred financing fees associated with the repayment of our $350 million term loan in March.

Equity in earnings of equity investments.   Equity in earnings of equity investments decreased in 2006 due to our sale of all of the common shares we owned in Senior Housing and Hospitality Properties in March 2006.

Gain on sale of equity investments.   The gain on sale of equity investments reflects the sale in March 2006 of all of the common shares we owned in Senior Housing and Hospitality Properties.

Gain on issuance of shares by equity investees.   The gain on issuance of shares by equity investees reflects the issuance of common shares during 2005 by Hospitality Properties at prices above our per share carrying value.

Gain on sale of properties.   The gain on sale of properties in the prior year reflects the sale of 237,000 square feet of industrial property located in the Metro Boston, MA area for $20.5 million during the second quarter of 2005.

Income from continuing operations.   The increase in income from continuing operations is due primarily to the gain on sale of the common shares we owned in Senior Housing and Hospitality Properties in 2006 and income from properties acquired since December 2004, offset by an increase during 2006 in interest expense due to the increase in average total debt outstanding and the increase in floating interest rates.

Net income and net income available for common shareholders.   The increase in net income and net income available for common shareholders is due primarily to the gain on sale of Senior Housing and Hospitality Properties common shares in 2006 and property acquisitions since December 2005, offset by an increase in interest expense due to the increase in average total debt outstanding and the increase in floating interest rates, and the gain on sale of 237,000 square feet of industrial property in 2005.  Net income available for common shareholders is net income reduced by preferred distributions and the excess of the redemption price paid over the carrying value of our 9.875% series A preferred shares that we redeemed in March 2006.

LIQUIDITY AND CAPITAL RESOURCES

Our Operating Liquidity and Resources

Our principal sources of funds for current expenses and distributions to shareholders are rents from our properties.  This flow of funds has historically been sufficient for us to pay our operating expenses, debt service and distributions.  We believe that our operating cash flow will be sufficient to meet our operating expenses, debt service and distribution payments for the foreseeable future.  Our future cash flows from operating activities will depend primarily upon the following factors:

·our ability to maintain or improve occupancies and effective rent rates at our continuously owned properties;

·our ability to restrain operating cost increases at our properties; and

·our ability to purchase new properties which produce positive cash flows from operations.

16

As discussed above, we believe that present leasing market conditions in some areas where our properties are located may result in modest increases in effective rents at some of our properties.  Recent rises in fuel prices may cause our future operating costs to increase; however, the impact of these increases is expected to be partially offset by pass through operating cost increases to our tenants pursuant to lease terms.  We generally do not engage in development activities (except on a build to suit basis), and we generally do not purchase turn around properties or properties which do not generate positive cash flows.  Our future purchases of properties which generate positive cash flows can not be accurately projected because such purchases depend entirely upon available opportunities which come to our attention.

Cash flows provided by (used for) operating, investing and financing activities were $141.4 million, ($28.7) million and ($97.1) million, respectively, for the six months ended June 30, 2006, and $116.9 million, ($228.1) million and $108.2 million, respectively, for the six months ended June 30, 2005.  Changes in all three categories between 2006 and 2005 are primarily related to property acquisitions and sales in 2006 and 2005, our sale of all of our Senior Housing and Hospitality Properties common shares in 2006, our repayments and issuances of debt obligations and redemption and issuance of preferred shares, and our issuance of common shares in 2005.

Our Investment and Financing Liquidity and Resources

In order to fund acquisitions and to accommodate cash needs that may result from timing differences between our receipt of rents and our desire or need to make distributions or pay operating or capital expenses, we maintain an unsecured revolving credit facility with a group of commercial banks.  At June 30, 2006, there was $280 million outstanding and $470 million available on our revolving credit facility, and we had cash and cash equivalents of $35.1 million.  We expect to use cash balances, borrowings under our credit facility and net proceeds of offerings of equity or debt securities to fund future property acquisitions.  We are currently working with the lead lender of our revolving credit facility concerning possible amendments to and the extension of our revolving credit facility, although there can be no assurance these changes will occur.

Our outstanding debt maturities and weighted average interest rates as of June 30, 2006, are as follows (dollars in thousands):

	Scheduled Principal Payments During Period
	Secured		Unsecured		Unsecured				Weighted
	Fixed Rate		Floating		Fixed				Average
Year	Debt		Rate Debt		Rate Debt		Total (1)		Interest Rate
2006	$	4,406	$	—	$	—	$	4,406	6.8	%
2007	9,402		—		—		9,402		6.9	%
2008	25,507		—		—		25,507		7.0	%
2009	6,957		280,000		—		286,957		5.4	%
2010	7,319		—		50,000		57,319		8.5	%
2011	228,854		400,000		—		628,854		6.1	%
2012	29,990		—		200,000		229,990		7.0	%
2013	2,603		—		200,000		202,603		6.5	%
2014	14,505		—		250,000		264,505		5.7	%
2015	2,658		—		450,000		452,658		6.0	%
2016 and thereafter	59,642		—		400,000		459,642		6.4	%
	$	391,843	$	680,000	$	1,550,000	$	2,621,843	6.2	%

(1)Total debt outstanding as of June 30, 2006, net of unamortized premiums and discounts, equals $2,611,077.

17

When amounts are outstanding on our revolving credit facility and as the maturity dates of our revolving credit facility and term debts approach, we explore alternatives for the repayment of amounts due.  Such alternatives usually include incurring additional term debt and issuing new equity securities.  At August 2, 2006, we had $245 million outstanding and $505 million available under our revolving credit facility.  Although there can be no assurance that we will consummate any debt or equity offerings or other financings, we believe we will have access to various types of financing, including debt or equity offerings, with which to finance future acquisitions and to pay our debt and other obligations.

The completion and the costs of our future debt transactions will depend primarily upon market conditions and our credit ratings.  We have no control over market conditions, but we expect both short and long term debt costs to be volatile for the next few months.  Our credit ratings depend upon evaluations by credit rating agencies of our business practices and plans and, in particular, whether we appear to have the ability to maintain our earnings, to space our debt maturities and to balance our use of debt and equity capital so that our financial performance and leverage ratios afford us flexibility to withstand any reasonably anticipatable adverse changes.  We intend to conduct our business activities in a manner which will continue to afford us reasonable access to capital for investment and financing activities.

During 2006 we purchased 46 office properties and one industrial property for $306.9 million, excluding closing costs, and funded improvements to our owned properties totaling $49.2 million.  We funded all our 2006 acquisitions and improvements to our owned properties with cash on hand, by borrowing under our revolving credit facility and assuming $20.6 million of mortgage debt.  In July 2006 we sold four properties with a total of approximately 68,000 square feet of space for an aggregate sales price of $9.2 million.  We also have an executed purchase agreement for the sale of one property with approximately 33,000 square feet of space at a sale price of $4.5 million.  We currently expect to close the sale of this property in the third or fourth quarters of 2006.  This potential sale transaction is subject to customary closing contingencies, and because of these contingencies we can provide no assurances that we will sell this property.  These properties are classified as held for sale on our consolidated balance sheet and in discontinued operations on our consolidated statement of income.

During the three and six months ended June 30, 2006 and 2005, cash expenditures made and capitalized for tenant improvements, leasing costs, building improvements and development and redevelopment activities were as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2006		2005		2006		2005
Tenant improvements	$	14,641	$	21,315	$	29,809	$	32,972
Leasing costs	9,692		7,588		14,742		10,678
Building improvements (1)	6,254		1,821		11,869		6,805
Development, redevelopment and other activities (2)	4,820		5,396		7,507		5,932

(1)Building improvements generally include recurring expenditures that are necessary to maintain the value of our properties.

(2)Development, redevelopment and other activities generally include non-recurring expenditures that increase the value of our properties.

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Commitments made for expenditures in connection with leasing space during the three months ended June 30, 2006, are as follows (in thousands, except as noted):

	Total		Renewals		New Leases
Square feet leased during the quarter	1,972		1,343		629
Total commitments for tenant improvements and leasing costs	$	26,091	$	15,116	$	10,975
Leasing costs per square foot (whole dollars)	$	13.23	$	11.26	$	17.45
Average lease term (years)	8.0		8.9		6.2
Leasing costs per square foot per year (whole dollars)	$	1.65	$	1.26	$	2.81

In March 2006 we sold all 7.7 million of the common shares of beneficial interest we owned of Senior Housing, and all four million of the common shares of beneficial interest we owned of Hospitality Properties.  Net sales proceeds of $308.3 million were used to reduce amounts outstanding on our revolving credit facility.  As a result of these sales, we recognized gains of $116.3 million in 2006.  We received cash distributions in 2006 before the sale of these shares totaling $2.5 million from Senior Housing and $2.9 million from Hospitality Properties.

In February 2006 we issued six million series C cumulative redeemable preferred shares in a public offering for net proceeds of $145.0 million.  Each series C preferred share has a liquidation preference of $25.00 and requires dividends of $1.78125, 71¤8% of the liquidation preference per annum, payable in equal quarterly payments.  Our series C preferred shares are redeemable, at our option, for $25.00 each plus accrued and unpaid dividends at any time on or after February 15, 2011.  We applied the net proceeds from this offering to reduce amounts outstanding on our revolving credit facility.  In March 2006 we issued $400 million unsecured floating rate senior notes in a public offering raising net proceeds of approximately $398.7 million.  The notes bear interest at LIBOR plus a premium (5.9% at June 30, 2006), require quarterly interest payments and mature in March 2011.  Net proceeds from this offering were used to reduce amounts outstanding under our revolving credit facility and for general business purposes.  In March 2006 we redeemed all $200 million of our 9.875% series A preferred shares and repaid our $350 million term loan that was scheduled to mature in August 2009 by borrowing under our revolving credit facility.

As of June 30, 2006, we have no commercial paper, derivatives, swaps, hedges, guarantees, joint ventures or off balance sheet arrangements.  None of our debt documentation requires us to provide collateral security in the event of a ratings downgrade.

Debt Covenants

Our principal debt obligations at June 30, 2006, were our unsecured revolving credit facility and our $2.0 billion of publicly issued unsecured term debt.  Our publicly issued debt is governed by an indenture.  Our public debt indenture and related supplements and our revolving credit facility agreement contain a number of financial ratio covenants which generally restrict our ability to incur debts, including debts secured by mortgages on our properties in excess of calculated amounts, require us to maintain a minimum net worth, restrict our ability to make distributions under certain circumstances and require us to maintain other ratios.  At June 30, 2006, we were in compliance with all of our covenants under our indenture and related supplements and our revolving credit facility agreement.

In addition to our unsecured debt obligations, we have $391.8 million of mortgage notes outstanding at June 30, 2006.

None of our indenture and related supplements, our revolving credit facility or our mortgage notes contain provisions for acceleration which could be triggered by our debt ratings.  However, our senior debt rating is used to determine the interest rate and the fees payable under our revolving credit facility.

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Our public debt indenture and related supplements contain cross default provisions to any other debts of $20 million or more.  Similarly, a default on our public debt indenture would be a default under our revolving credit facility.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

We are exposed to risks associated with market changes in interest rates.  Our strategy to manage exposure to changes in interest rates is unchanged since December 31, 2005.  Other than as described below, we do not foresee any significant changes in our exposure to fluctuations in interest rates or in how we manage this exposure in the near future.

Our unsecured revolving credit facility and $400 million of our senior notes bear interest at floating rates and mature in April 2009 and March 2011, respectively.  As of June 30, 2006, we had $280 million outstanding and $470 million available for drawing under our revolving credit facility.  Repayments under our revolving credit facility may be made at any time without penalty.  Repayments under our $400 million floating rate senior notes may be made any time on or after September 16, 2006.  We borrow in U.S. dollars and borrowings under our revolving credit facility and $400 million of our senior notes require interest at LIBOR plus premiums.  Accordingly, we are vulnerable to changes in U.S. dollar based short term rates, specifically LIBOR.  A change in interest rates would not affect the value of this floating rate debt but would affect our operating results.  For example, the average interest rate payable on our $280 million outstanding on our revolving credit facility at June 30, 2006 and $400 million of our senior notes, was 5.8% per annum.  The following table presents the impact a 10% change in interest rates would have on our floating rate interest expense as of June 30, 2006 (dollars in thousands):

	Impact of Changes in Interest Rates
	Interest Rate Per Year		Outstanding Debt		Total Interest Expense Per Year
At June 30, 2006	5.8	%	$	680,000	$	39,440
10% reduction	5.2	%	$	680,000	$	35,360
10% increase	6.4	%	$	680,000	$	43,520

The foregoing table shows the impact of an immediate change in floating interest rates.  If interest rates were to change gradually over time, the impact would be spread over time.  Our exposure to fluctuations in floating interest rates will increase or decrease in the future with increases or decreases in the outstanding amount of our floating rate debt.

Item 4.  Controls and Procedures

As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our managing trustees, President and Chief Operating Officer and Treasurer and Chief Financial Officer of the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based upon that evaluation, our managing trustees, President and Chief Operating Officer and Treasurer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2006, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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WARNING CONCERNING FORWARD LOOKING STATEMENTS

CERTAIN STATEMENTS AND IMPLICATIONS CONTAINED IN THIS QUARTERLY REPORT ON FORM 10-Q ARE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND FEDERAL SECURITIES LAWS.  THESE STATEMENTS APPEAR IN A NUMBER OF PLACES IN THIS QUARTERLY REPORT ON FORM 10-Q AND INCLUDE STATEMENTS REGARDING:

·THE SECURITY OF OUR RENTAL INCOME AND OUR LEASES,

·THE CREDIT QUALITY OF OUR TENANTS,

·THE LIKELIHOOD THAT OUR TENANTS WILL PAY RENT, RENEW LEASES, OR BE AFFECTED BY CYCLICAL ECONOMIC CONDITIONS,

·OUR ACQUISITION AND SALE OF PROPERTIES,

·OUR ABILITY TO COMPETE EFFECTIVELY,

·OUR ABILITY TO PAY INTEREST ON AND PRINCIPAL OF OUR DEBT,

·OUR ABILITY TO PAY DISTRIBUTIONS TO SHAREHOLDERS,

·OUR POLICIES AND PLANS REGARDING INVESTMENTS AND FINANCINGS,

·THE FUTURE AVAILABILITY OF BORROWINGS UNDER OUR REVOLVING CREDIT FACILITY,

·OUR TAX STATUS AS A REAL ESTATE INVESTMENT TRUST,

·OUR ABILITY TO RAISE CAPITAL,

AND OTHER MATTERS.  ALSO, WHENEVER WE USE WORDS SUCH AS “BELIEVE”, “EXPECT”, “ANTICIPATE”, “INTEND”, “PLAN”, “ESTIMATE” OR SIMILAR EXPRESSIONS, WE ARE MAKING FORWARD LOOKING STATEMENTS.

ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS.  SUCH FACTORS INCLUDE, WITHOUT LIMITATION,

·CHANGES IN THE ECONOMY AND THE CAPITAL MARKETS,

·COMPETITION WITHIN THE REAL ESTATE INDUSTRY OR THOSE INDUSTRIES IN WHICH OUR TENANTS OPERATE, AND

·CHANGES IN FEDERAL, STATE AND LOCAL LEGISLATION.

FOR EXAMPLE:

·SOME OF OUR TENANTS MAY NOT RENEW EXPIRING LEASES, AND WE MAY BE UNABLE TO LOCATE NEW TENANTS TO MAINTAIN THE HISTORICAL OCCUPANCY RATES OF OUR PROPERTIES,

·RENTS THAT WE CAN CHARGE AT OUR PROPERTIES MAY DECLINE,

·OUR TENANTS MAY EXPERIENCE LOSSES AND BECOME UNABLE TO PAY OUR RENTS,

·CONTINGENCIES IN OUR COMMITTED ACQUISITIONS AND SALES MAY CAUSE THESE TRANSACTIONS NOT TO OCCUR OR BE DELAYED,

·WE MAY BE UNABLE TO IDENTIFY PROPERTIES WHICH WE WANT TO BUY OR TO NEGOTIATE ACCEPTABLE PURCHASE PRICES, AND

·OTHER RISKS MAY ADVERSELY IMPACT US, AS DESCRIBED MORE FULLY IN OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2005.

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THESE RESULTS COULD OCCUR DUE TO MANY DIFFERENT CIRCUMSTANCES, SOME OF WHICH, SUCH AS CHANGES IN OUR TENANTS’ FINANCIAL CONDITIONS OR NEEDS FOR LEASED SPACE, OR CHANGES IN THE CAPITAL MARKETS OR THE ECONOMY GENERALLY, ARE BEYOND OUR CONTROL.  SIMILARLY, OUR IMPLEMENTATION OF FAS 141 HAS REQUIRED US TO MAKE JUDGMENTS ABOUT THE ALLOCATION OF THE PURCHASE PRICES OF PROPERTIES WHICH AFFECT OUR FINANCIAL STATEMENTS, INCLUDING FUTURE INCOME; THESE JUDGMENTS ARE BASED UPON OUR ESTIMATES, BELIEFS AND EXPECTATIONS ABOUT VACANT BUILDING VALUES AND RENTAL RATES, BUT SUCH ESTIMATES, BELIEFS AND EXPECTATIONS MAY PROVE TO BE INACCURATE.

FORWARD LOOKING STATEMENTS ARE ONLY EXPRESSIONS OF OUR PRESENT EXPECTATIONS AND INTENTIONS.  FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR.  YOU SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.   EXCEPT AS MAY BE REQUIRED BY LAW, WE DO NOT INTEND TO IMPLY THAT WE WILL UPDATE OR REVISE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

STATEMENT CONCERNING LIMITED LIABILITY

THE AMENDED AND RESTATED DECLARATION OF TRUST ESTABLISHING HRPT PROPERTIES TRUST, DATED JULY 1, 1994, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS AND SUPPLEMENTS THERETO, AS 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 OF TRUST, AS SO AMENDED AND SUPPLEMENTED, COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF HRPT PROPERTIES TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, HRPT PROPERTIES TRUST.  ALL PERSONS DEALING WITH HRPT PROPERTIES TRUST IN ANY WAY SHALL LOOK ONLY TO THE ASSETS OF HRPT PROPERTIES TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

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Part II.   Other Information

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

On April 10, 2006, we issued 113,665 common shares to RMR in payment of an incentive fee of $1,298,054, for services rendered during 2005 based upon a per common share price of $11.42, the closing price of our common shares on the New York Stock Exchange on April 10, 2006.  On May 23, 2006, as part of their annual compensation, each of our trustees received a grant of 2,250 common shares valued at $10.87 per common share, the closing price of our common shares on the New York Stock Exchange on May 23, 2006.  The grants were made pursuant to the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended.

Item 4.    Submission of Matters to a Vote of Security Holders

At our regular annual meeting on May 23, 2006, our shareholders elected William A. Lamkin and Adam D. Portnoy to serve as trustees for a term of three years.  There were 185,912,335.210 and 184,631,654.957 shares voted in favor of, and 7,513,309.068 and 8,793,989.321 shares withheld from voting for, the election of Mr. Lamkin and Mr. Portnoy, respectively.  Patrick F. Donelan, Barry M. Portnoy and Frederick N. Zeytoonjian continue to serve as trustees for terms ending in 2007, 2008 and 2008, respectively.

Also at our annual meeting of shareholders, our shareholders approved the following:

·Amendments to our declaration of trust that increase certain beneficial ownership limitations from 8.5% to 9.8% of the value of our total shares outstanding and provide that our bylaws may include measures to enforce those ownership limitations, in addition to the mechanisms provided in the declaration of trust (approved by a vote of 181,820,435.218 shares voting for, 5,945,275.038 shares voting against and 5,659,934.022 shares abstaining);

·An amendment to our declaration of trust that provides our board of trustees with the power to amend the declaration of trust to change our name (approved by a vote of 186,963,916.090 shares voting for, 5,345,597.954 shares voting against and 1,116,130.234 shares abstaining);

·An amendment to our declaration of trust that permits us to issue shares without certificates (approved by a vote of 185,344,099.570 shares voting for, 6,721,098.771 shares voting against and 1,360,445.937 shares abstaining); and

·An amendment to our declaration of trust to remove our obligation to deliver certain reports to our shareholders (approved by a vote of 178,528,015.570 shares voting for, 12,293,823.789 shares voting against and 2,603,804.919 shares abstaining).

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Item 6.    Exhibits

3.1Composite copy of Third Amendment and Restatement of Declaration of Trust of the Company dated July 1, 1994, as amended to date. (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K dated May 25, 2006)

10.1Summary of Trustee Compensation. (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated May 25, 2006)

10.2Representative form of Indemnification Agreement. (filed herewith)

12.1Computation of Ratio of Earnings to Fixed Charges. (filed herewith)

12.2Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Distributions. (filed herewith)

31.1Rule 13a-14(a) Certification. (filed herewith)

31.2Rule 13a-14(a) Certification. (filed herewith)

31.3Rule 13a-14(a) Certification. (filed herewith)

31.4Rule 13a-14(a) Certification. (filed herewith)

32.1Section 1350 Certification. (furnished herewith)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

HRPT PROPERTIES TRUST
By:	/s/ John A. Mannix
	John A. Mannix
	President and Chief Operating Officer
	Dated: August 8, 2006
By:	/s/ John C. Popeo
	John C. Popeo
	Treasurer and Chief Financial Officer
	(principal financial and accounting officer)
	Dated: August 8, 2006

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EX-10.2

Exhibit 10.2

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered March 10, 2004 (the “Effective Date”), by and between HRPT Properties Trust, a Maryland real estate investment trust (the “Company”), and John A. Mannix (“Indemnitee”).

WHEREAS Indemnitee currently serves as an officer of the Company and may, in connection therewith, be subjected to claims, suits or proceedings arising from such service; and

WHEREAS, as an inducement to Indemnitee to continue to serve as such officer, the Company has agreed to indemnify and to advance expenses and costs incurred by Indemnitee in connection with any such claims, suits or proceedings, to the fullest extent permitted by law as hereinafter provided; and

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

Section 1.               Definitions.  For purposes of this Agreement:

(a)           “Change in Control” means a change in control of the Company occurring after the Effective Date of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended (the “Act”), whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if after the Effective Date (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 10% or more of the combined voting power in the election of trustees of the Company’s then outstanding securities without the prior approval of at least two-thirds of the members of the Board of Trustees in office immediately prior to such person attaining such percentage interest; (ii) there occurs a proxy contest, or the Company is a party to a merger, consolidation, sale of assets, plan of liquidation or other reorganization not approved by at least two-thirds of the members of the Board of Trustees then in office, as a consequence of which members of the Board of Trustees in office immediately prior to such transaction or event constitute less than a majority of the Board of Trustees thereafter; or (iii) during any period of two consecutive years, other than as a result of an event described in clause (a)(ii) of this Section 1, individuals who at the beginning of such period constituted the Board of Trustees (including for this purpose any new trustee whose election or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the trustees then still in office who were trustees at the beginning of such period) cease for any reason to constitute at least a majority of the Board of Trustees.

(b)           “Corporate Status” means the status of a person who is or was a director, trustee, officer or agent of the Company.

(c)           “Disinterested Trustee” means a trustee of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(d)           “Expenses” means all expenses, including, but not limited to, all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding.

(e)           “Independent Counsel” means a law firm, or a member of a law firm, that is retained by Indemnitee and is not serving as counsel to the Company.

(f)            “Proceeding” means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding, whether civil, criminal, administrative or investigative (including on appeal), except one initiated by an Indemnitee pursuant to Section 9.

Section 2.               Indemnification - - General.  The Company shall indemnify, and advance Expenses to, Indemnitee (a) as provided in this Agreement and (b) otherwise to the fullest extent permitted by Maryland law in effect on the date hereof and as amended from time to time; provided, however, that no change in Maryland law shall have the effect of reducing the benefits available to Indemnitee hereunder based on Maryland law as in effect on the date hereof.  The rights of Indemnitee provided in this Section 2 shall include, without limitation, the rights set forth in the other sections of this Agreement, including any additional indemnification permitted by Section 2-418(g) of the Maryland General Corporation Law (“MGCL”), as applicable to a Maryland real estate investment trust by virtue of Section 8-301(15) of the Maryland REIT Law.

Section 3.               Proceedings Other Than Proceedings by or in the Right of the Company.  Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, by reason of his Corporate Status, he is, or is threatened to be, made a party to any threatened, pending, or completed Proceeding, other than a Proceeding by or in the right of the Company.  Pursuant to this Section 3, Indemnitee shall be indemnified against all judgments, penalties, fines and amounts paid in settlement and all Expenses incurred by him or on his behalf in connection with a Proceeding by reason of Indemnitee’s Corporate Status unless it is established that (i) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty, (ii) Indemnitee actually received an improper personal benefit in money, property or services, or (iii) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that his conduct was unlawful.

Section 4.               Proceedings by or in the Right of the Company.  Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be, made a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor.  Pursuant to this Section 4, Indemnitee shall be indemnified against all amounts paid in settlement and all Expenses incurred by him or on his behalf in connection with such Proceeding unless it is

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established that (i) the act or omission of Indemnitee was material to the matter giving rise to such a Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty or (ii) Indemnitee actually received an improper personal benefit in money, property or services.

Section 5.               Indemnification for Expenses of a Party Who is Partly Successful.  Without limitation on Section 3 and Section 4, if Indemnitee is not wholly successful in any Proceeding covered by this Agreement, but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee under this Section 5 for all Expenses incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter, allocated on a reasonable and proportionate basis.  For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 6.               Advance of Expenses.  The Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding to which Indemnitee is, or is threatened to be, made a party or a witness, within ten days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding.  Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by law and by this Agreement has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form attached hereto as Exhibit A or in such form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to claims, issues or matters in the Proceeding as to which it shall ultimately be established that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5.  To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis.  The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor.

Section 7.               Procedure for Determination of Entitlement to Indemnification.

(a)           To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification.  The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Trustees in writing that Indemnitee has requested indemnification.

(b)           Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a) hereof, a determination, if required by applicable law, with respect to

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Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred or if after a Change of Control Indemnitee shall so request, (A) by the Board of Trustees (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Trustees (as herein defined), or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten days after such determination.  Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.  Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company shall indemnify and hold Indemnitee harmless therefrom.

Section 8.               Presumptions and Effect of Certain Proceedings.

(a)           In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 7(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption.

(b)           The termination of any Proceeding by judgment, order, settlement, conviction, a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, does not create a presumption that Indemnitee did not meet the requisite standard of conduct described herein for indemnification.

Section 9.               Remedies of Indemnitee.

(a)           If (i) a determination is made pursuant to Section 7 that Indemnitee is not entitled to indemnification under this Agreement, (ii) advance of Expenses is not timely made pursuant to Section 6, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 7(b) within 30 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5 within ten days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within ten days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Maryland, or in any other court of competent jurisdiction, of his entitlement

4

to such indemnification or advance of Expenses.  Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the commercial Arbitration Rules of the American Arbitration Association.  Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 9(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his rights under Section 5.

(b)           In any judicial proceeding or arbitration commenced pursuant to this Section 9, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advance of Expenses, as the case may be.

(c)           If a determination shall have been made pursuant to Section 7(b) that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 9, absent a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification.

(d)           In the event that Indemnitee, pursuant to this Section 9, seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company for, any and all Expenses incurred by him in such judicial adjudication or arbitration.  If it shall be determined in such judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advance of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated.

Section 10.             Defense of the Underlying Proceeding.

(a)           Indemnitee shall notify the Company promptly upon being served with or receiving any summons, citation, subpoena, complaint, indictment, information, notice, request or other document relating to any Proceeding which may result in the right to indemnification or the advance of Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to indemnification or the advance of Expenses under this Agreement unless the Company’s ability to defend in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent the Company is thereby actually so prejudiced.

(b)           Subject to the provisions of the last sentence of this Section 10(b) and of Section 10(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to indemnification hereunder; provided, however, that the Company shall notify Indemnitee of any such decision to defend within 15 calendar days following receipt of notice of any such Proceeding under Section 10(a) above.  The Company shall not, without the prior written consent of Indemnitee, which shall not be unreasonably withheld or delayed, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee or (ii) does not include, as an unconditional term

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thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee.  This Section 10(b) shall not apply to a Proceeding brought by Indemnitee under Section 9 above or Section 14.

(c)           Notwithstanding the provisions of Section 10(b), if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, (i) Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld, that he may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with other defendants in such Proceeding, (ii) Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld, that an actual or apparent conflict of interest or potential conflict of interest exists between Indemnitee and the Company, or (iii) the Company fails to assume the defense of such Proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel of Indemnitee’s choice, subject to the prior approval of the Company, which shall not be unreasonably withheld, at the expense of the Company.  In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s choice, subject to the prior approval of the Company, which shall not be unreasonably withheld, at the expense of the Company (subject to Section 9(d)), to represent Indemnitee in connection with any such matter.

Section 11.             Non-Exclusivity; Survival of Rights.

(a)           The rights of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Declaration of Trust or Bylaws of the Company, any agreement or a resolution of the shareholders entitled to vote generally in the election of trustees or of the Board of Trustees, or otherwise.  No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal.

(b)           In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(c)           The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

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Section 12.             Duration of Agreement; Binding Effect.

(a)           This Agreement shall continue until and terminate ten years after the date that Indemnitee shall have ceased to serve as a director, trustee, officer, employee, or agent of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee served at the request of the Company; provided, however, that the rights of Indemnitee hereunder shall continue until the final termination of any Proceeding then pending in respect of which Indemnitee is granted rights of indemnification or advance of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section 9 relating thereto.

(b)           The indemnification and advance of Expenses provided by, or granted pursuant to, this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, trustee, officer, employee or agent of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the written request of the Company, and shall inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.

(c)           The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

Section 13.             Severability.  If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

Section 14.             Limitation and Exception to Right of Indemnification or Advance of Expenses.  Notwithstanding any other provision of this Agreement, (a) any indemnification or advance of Expenses to which Indemnitee is otherwise entitled under the terms of this Agreement shall be made only to the extent such indemnification or advance of Expenses does not conflict with applicable Maryland law and (b) Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (i) the Proceeding is brought to enforce indemnification under this

7

Agreement or otherwise or (ii) the Company’s Bylaws, as amended, the Declaration of Trust, a resolution of the shareholders entitled to vote generally in the election of trustees or of the Board of Trustees or an agreement approved by the Board of Trustees to which the Company is a party expressly provide otherwise.

Section 15.             Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement.  One such counterpart signed by the party against whom enforceability is sought shall be sufficient to evidence the existence of this Agreement.

Section 16.             Headings.  The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

Section 17.             Modification and Waiver.  No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto.  No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

Section 18.             Notices.  Any notice, report or other communication required or permitted to be given hereunder shall be in writing unless some other method of giving such notice, report or other communication is accepted by the party to whom it is given, and shall be given by being delivered at the following addresses to the parties hereto:

(a)           If to Indemnitee, to:  The address set forth on the signature page hereto.

(b)           If to the Company to:

HRPT Properties Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Secretary

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

Section 19.             Governing Law.  The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Maryland, without regard to its conflicts of laws rules.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

ATTEST:	HRPT PROPERTIES TRUST
/s/ Jennifer B. Clark	By:	/s/ John C. Popeo (SEAL)
	Name: John C. Popeo
	Title: Treasurer and Chief Financial Officer
WITNESS:	INDEMNITEE
/s/ Camille Balletto	/s/ John A. Mannix
	Name: John A. Mannix
	Address: [address omitted]

9

EXHIBIT A

FORM OF UNDERTAKING TO REPAY EXPENSES ADVANCED

The Board of Trustees of HRPT Properties Trust

Re:  Undertaking to Repay Expenses Advanced

Ladies and Gentlemen:

This undertaking is being provided pursuant to that certain Indemnification Agreement dated ______________, 2004, by and between HRPT Properties Trust (the “Company”) and the undersigned Indemnitee (the “Indemnification Agreement”), pursuant to which I am entitled to advance of expenses in connection with [Description of Proceeding] (the “Proceeding”).

Terms used herein and not otherwise defined shall have the meanings specified in the Indemnification Agreement.

I am subject to the Proceeding by reason of my Corporate Status or by reason of alleged actions or omissions by me in such capacity.  I hereby affirm that at all times, insofar as I was involved as [a trustee] [an officer] of the Company, in any of the facts or events giving rise to the Proceeding, I (1) acted in good faith and honestly, (2) did not receive any improper personal benefit in money, property or services and (3) in the case of any criminal proceeding, had no reasonable cause to believe that any act or omission by me was unlawful.

In consideration of the advance of expenses by the Company for reasonable attorney’s fees and related expenses incurred by me in connection with the Proceeding (the “Advanced Expenses”), I hereby agree that if, in connection with the Proceeding, it is established that (1) an act or omission by me was material to the matter giving rise to the Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty or (2) I actually received an improper personal benefit in money, property or services or (3) in the case of any criminal proceeding, I had reasonable cause to believe that the act or omission was unlawful, then I shall promptly reimburse the portion of the Advanced Expenses relating to the claims, issues or matters in the Proceeding as to which the foregoing findings have been established and which have not been successfully resolved as described in Section 5 of the Indemnification Agreement.  To the extent that Advanced Expenses do not relate to a specific claim, issue or matter in the Proceeding, I agree that such Expenses shall be allocated on a reasonable and proportionate basis.

IN WITNESS WHEREOF, I have executed this Affirmation and Undertaking on this            
day of                               , 200__.

WITNESS:

____________________________                                               _____________________________(SEAL)

Schedule to Exhibit 10.2

        The following individuals are parties to Indemnification Agreements with the Company which are substantially identical in all material respects to the representative Indemnification Agreement filed herewith and are dated as of the respective dates listed below.  The other Indemnification Agreements are omitted pursuant to Instruction 2 to Item 601 of Regulation S-K.

Name of Signatory	Date
Jennifer B. Clark	March 10, 2004
Tjarda van S. Clagett	March 10, 2004
Patrick F. Donelan	March 10, 2004
David M. Lepore	March 10, 2004
William A. Lamkin	May 23, 2006
John A. Mannix	March 10, 2004
Gerard M. Martin	March 10, 2004
John C. Popeo	March 10, 2004
Adam D. Portnoy	March 10, 2004; May 23, 2006
Barry M. Portnoy	March 10, 2004
William J. Sheehan	May 7, 2004
Frederick N. Zeytoonjian	March 10, 2004

EX-12.1

Exhibit 12.1

HRPT PROPERTIES TRUST

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(dollars in thousands)

	Six Months Ended June 30,				Year Ended December 31,
	2006		2005		2005		2004		2003		2002			2001
Earnings:
Income before equity in earnings and gains (losses) on equity transactions of equity investments	$	61,926	$	71,827	$	138,869	$	117,386	$	90,921	$	88,923		$	87,510
Fixed charges	83,148		70,339		143,663		118,212		101,144		89,417			91,305
Distributions from equity investments	5,387		11,303		22,646		24,572		27,404		27,195			26,651
Capitalized interest	—		—		—		—		—		(3,057		)	(787		)
Adjusted Earnings	$	150,461	$	153,469	$	305,178	$	260,170	$	219,469	$	202,478		$	204,679
Fixed Charges:
Interest expense (including amortization of note discounts and premiums and deferred financing fees)	$	83,148	$	70,339	$	143,663	$	118,212	$	101,144	$	86,360		$	90,518
Capitalized interest	—		—		—		—		—		3,057			787
Total Fixed Charges	$	83,148	$	70,339	$	143,663	$	118,212	$	101,144	$	89,417		$	91,305
Ratio of Earnings to Fixed Charges	1.8x		2.2x		2.1x		2.2x		2.2x		2.3x			2.2x

EX-12.2

Exhibit 12.2

HRPT PROPERTIES TRUST

COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED DISTRIBUTIONS

(dollars in thousands)

	Six Months Ended June 30,				Year Ended December 31,
	2006		2005		2005		2004		2003		2002			2001
Earnings:
Income before equity in earnings and gains (losses) on equity transactions of equity investments	$	61,926	$	71,827	$	138,869	$	117,386	$	90,921	$	88,923		$	87,510
Fixed charges before preferred distributions	83,148		70,339		143,663		118,212		101,144		89,417			91,305
Distributions from equity investments	5,387		11,303		22,646		24,572		27,404		27,195			26,651
Capitalized interest	—		—		—		—		—		(3,057		)	(787		)
Adjusted Earnings	$	150,461	$	153,469	$	305,178	$	260,170	$	219,469	$	202,478		$	204,679
Fixed Charges and Preferred Distributions:
Interest expense (including amortization of note discounts and premiums and deferred financing fees)	$	83,148	$	70,339	$	143,663	$	118,212	$	101,144	$	86,360		$	90,518
Capitalized interest	—		—		—		—		—		3,057			787
Preferred distributions	20,742		23,000		46,000		46,000		46,000		27,625			16,842
Combined Fixed Charges and Preferred Distributions	$	103,890	$	93,339	$	189,663	$	164,212	$	147,144	$	117,042		$	108,147
Ratio of Earnings to Combined Fixed Charges and Preferred Distributions	1.4x		1.6x		1.6x		1.6x		1.5x		1.7x			1.9x

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)

I, John A. Mannix, certify that:

1.I have reviewed this quarterly report of HRPT Properties Trust;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 8, 2006	/s/ John A. Mannix
		John A. Mannix
		President and Chief Operating Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)

I, John C. Popeo, certify that:

1.I have reviewed this quarterly report of HRPT Properties Trust;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 8, 2006	/s/ John C. Popeo
		John C. Popeo
		Treasurer and Chief Financial Officer

EX-31.3

EXHIBIT 31.3

CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)

I, Barry M. Portnoy, certify that:

1.I have reviewed this quarterly report of HRPT Properties Trust;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 8, 2006	/s/ Barry M. Portnoy
		Barry M. Portnoy
		Managing Trustee

EX-31.4

EXHIBIT 31.4

CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)

I, Adam D. Portnoy, certify that:

1.I have reviewed this quarterly report of HRPT Properties Trust;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 8, 2006	/s/ Adam D. Portnoy
		Adam D. Portnoy
		Managing Trustee

EX-32.1

Exhibit 32.1

Certification Pursuant to 18 U.S.C. Sec. 1350

(Section 906 of the Sarbanes — Oxley Act of 2002)

In connection with the filing by HRPT Properties Trust (the “Company”) of the Quarterly Report on Form 10-Q for the period ending June 30, 2006 (the “Report”), each of the undersigned hereby certifies, to the best of his knowledge:

1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Barry M. Portnoy	/s/ John A. Mannix
Barry M. Portnoy	John A. Mannix
Managing Trustee	President and Chief
	Operating Officer
/s/ Adam D. Portnoy	/s/ John C. Popeo
Adam D. Portnoy	John C. Popeo
Managing Trustee	Treasurer and Chief
	Financial Officer