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, 2007

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

(Exact Name of Registrant as Specified in Its Charter)

Maryland	04-6558834
(State or other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)

400 Centre Street, Newton, Massachusetts 02458

(Address of Principal Executive Offices) (Zip Code)

617-332-3990

(Registrant’s Telephone Number, Including Area Code)

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 “accelerated filer and large 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 6, 2007: 211,946,590

HRPT PROPERTIES TRUST

FORM 10-Q

JUNE 30, 2007

INDEX

PART I	Financial Information
Item 1.	Financial Statements (unaudited)
	Consolidated Balance Sheet – June 30, 2007 and December 31, 2006
	Consolidated Statement of Income – Three and Six Months Ended June 30, 2007 and 2006
	Consolidated Statement of Cash Flows – Six Months Ended June 30, 2007 and 2006
	Notes to Consolidated Financial Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Disclosures About Market Risk
Item 4.	Controls and Procedures
	Warning Concerning Forward Looking Statements
	Statement Concerning Limited Liability
PART II	Other Information
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
Item 4.	Submission of Matters to a Vote of Security Holders
Item 6.	Exhibits
	Signatures

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

PART IFinancial Information

Item 1.  Financial Statements

HRPT PROPERTIES TRUST

CONSOLIDATED BALANCE SHEET

(amounts in thousands, except share data)

	June 30, 2007			December 31, 2006
	(unaudited)
ASSETS
Real estate properties:
Land	$	1,167,702		$	1,143,109
Buildings and improvements	4,821,438			4,619,164
	5,989,140			5,762,273
Accumulated depreciation	(736,336		)	(668,460		)
	5,252,804			5,093,813
Acquired real estate leases	163,224			167,879
Cash and cash equivalents	29,026			17,783
Restricted cash	16,571			21,635
Rents receivable, net of allowance for doubtful accounts of $5,830 and $4,737, respectively	182,980			172,566
Other assets, net	106,284			102,273
Total assets	$	5,750,889		$	5,575,949
LIABILITIES AND SHAREHOLDERS’ EQUITY
Revolving credit facility	$	212,000		$	40,000
Senior unsecured debt, net	1,991,241			1,941,173
Mortgage notes payable, net	410,892			416,058
Accounts payable and accrued expenses	87,111			93,734
Dividends payable	—			44,111
Acquired real estate lease obligations	40,942			41,833
Rent collected in advance	22,736			19,592
Security deposits	16,076			15,972
Due to affiliates	8,193			12,708
Total liabilities	2,789,191			2,625,181
Shareholders’ equity:
Preferred shares of beneficial interest, $0.01 par value: 50,000,000 shares authorized;
Series B preferred shares; 8 ¾% cumulative redeemable at par on or after 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 or after February 15, 2011; 6,000,000 shares issued and outstanding, aggregate liquidation preference $150,000	145,015			145,015
Series D preferred shares; 6 1/2% cumulative convertible; 15,180,000 shares issued and outstanding, aggregate liquidation preference $379,500	368,270			368,270
Common shares of beneficial interest, $0.01 par value:
300,000,000 shares authorized; 211,946,590 and 210,051,590 shares issued and outstanding, respectively	2,119			2,101
Additional paid in capital	2,798,279			2,774,461
Cumulative net income	1,767,976			1,703,354
Cumulative common distributions	(2,159,689		)	(2,115,299		)
Cumulative preferred distributions	(250,121		)	(216,983		)
Total shareholders’ equity	2,961,698			2,950,768
Total liabilities and shareholders’ equity	$	5,750,889		$	5,575,949

See accompanying notes

1

CONSOLIDATED STATEMENT OF INCOME

(amounts in thousands, except per share data)

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
Rental income	$	209,995		$	197,957		$	415,045		$	387,516
Expenses:
Operating expenses	81,166			75,959			161,167			147,762
Depreciation and amortization	45,786			40,379			89,297			78,045
General and administrative	9,125			8,540			17,703			16,413
Total expenses	136,077			124,878			268,167			242,220
Operating income	73,918			73,079			146,878			145,296
Interest income	568			310			1,027			1,545
Interest expense (including amortization of debt discounts, premiums and deferred financing fees of $1,025, $1,105, $2,122 and $2,243, respectively)	(42,301		)	(41,854		)	(82,572		)	(83,148		)
Loss on early extinguishment of debt	(711		)	—			(711		)	(1,659		)
Equity in earnings of equity investments	—			—			—			3,136
Gain on sale of equity investments	—			—			—			116,287
Income from continuing operations	31,474			31,535			64,622			181,457
Loss from discontinued operations	—			(21		)	—			(108		)
Net income	31,474			31,514			64,622			181,349
Preferred distributions	(15,401		)	(9,234		)	(30,802		)	(20,742		)
Excess redemption price paid over carrying value of preferred shares	—			—			—			(6,914		)
Net income available for common shareholders	$	16,073		$	22,280		$	33,820		$	153,693
Weighted average common shares outstanding – basic	211,721			209,968			211,168			209,915
Weighted average common shares outstanding – diluted	240,914			209,968			240,361			209,915
Earnings per common share:
Income from continuing operations available for common shareholders – basic and diluted	$	0.08		$	0.11		$	0.16		$	0.73
Loss from discontinued operations – basic and diluted	$	—		$	—		$	—		$	—
Net income available for common shareholders – basic and diluted	$	0.08		$	0.11		$	0.16		$	0.73

See accompanying notes

2

CONSOLIDATED STATEMENT OF CASH FLOWS

(amounts in thousands)

(unaudited)

	Six Months Ended June 30,
	2007			2006
Cash flows from operating activities:
Net income	$	64,622		$	181,349
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	71,451			63,297
Amortization of debt discounts, premiums and deferred financing fees	2,122			2,243
Amortization of acquired real estate leases	16,044			14,968
Other amortization	7,129			5,371
Loss on early extinguishment of debt	711			1,659
Equity in earnings of equity investments	—			(3,136		)
Gain on sale of equity investments	—			(116,287		)
Distributions of earnings from equity investments	—			3,136
Change in assets and liabilities:
Decrease in restricted cash	5,064			2,417
Increase in rents receivable and other assets	(22,462		)	(28,185		)
Decrease in accounts payable and accrued expenses	(10,705		)	(396		)
Increase in rent collected in advance	3,144			2,676
Increase in security deposits	104			1,402
Decrease in due to affiliates	(4,515		)	(3,331		)
Cash provided by operating activities	132,709			127,183
Cash flows from investing activities:
Real estate acquisitions and improvements	(238,235		)	(325,054		)
Distributions in excess of earnings from equity investments	—			2,251
Proceeds from sale of equity investments	—			308,333
Cash used for investing activities	(238,235		)	(14,470		)
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	23,661			—
Proceeds from borrowings	704,475			964,000
Payments on borrowings	(488,051		)	(894,210		)
Deferred financing fees	(1,677		)	(1,847		)
Distributions to common shareholders	(88,501		)	(88,166		)
Distributions to preferred shareholders	(33,138		)	(21,851		)
Cash provided by (used for) financing activities	116,769			(97,059		)
Increase in cash and cash equivalents	11,243			15,654
Cash and cash equivalents at beginning of period	17,783			19,445
Cash and cash equivalents at end of period	$	29,026		$	35,099

See accompanying notes

3

	Six Months Ended June 30,
	2007		2006
Supplemental cash flow information:
Interest paid (including capitalized interest paid of $489 in 2007)	$	80,508	$	79,188
Non-cash investing activities:
Real estate acquisitions	$	—	$	(20,585	)
Non-cash financing activities:
Issuance of common shares	$	175	$	1,420
Assumption of mortgage notes payable	$	—	20,585

See accompanying notes

4

HRPT PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per 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, 2006.  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.

In June 2006, the Financial Accounting Standards Board issued Interpretation No. 48 “Accounting for Uncertainty in Income Taxes”, or FIN 48.  FIN 48 prescribes how we should recognize, measure and present in our financial statements uncertain tax positions that have been taken or are expected to be taken in a tax return.  Pursuant to FIN 48, we can recognize a tax benefit only if it is “more likely than not” that a particular tax position will be sustained upon examination or audit.  To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that is greater than 50% likely of being realized upon settlement. We are subject to U.S federal income tax as well as income tax of multiple state and local jurisdictions but, as a REIT, we generally are not subject to income tax on our net income distributed as dividends to our shareholders.  As required, we adopted FIN 48 effective January 1, 2007 and have concluded that the effect is not material to our consolidated financial statements.  Accordingly, we did not record a cumulative effect adjustment related to the adoption of FIN 48. Tax returns filed for the 2003 through 2006 tax years are subject to examination by taxing authorities.

Note 2.  Real Estate Properties

During the six months ended June 30, 2007, we acquired five office properties for $59,700, excluding closing costs, 14 industrial properties for $125,475, excluding closing costs, and we funded $56,510 of improvements to our owned properties using cash on hand and borrowings under our revolving credit facility.

Note 3.  Indebtedness

In June 2007 we repaid $200,000 of our unsecured floating rate senior notes by drawing on our revolving credit facility.  We recognized a loss of $711 from the write off of deferred financing fees in connection with this repayment.  We subsequently issued $250,000 of unsecured senior notes in a public offering in June, raising net proceeds of approximately $247,400.  The notes bear interest at 6.25%, require semi-annual interest payments and mature in June 2017.  Net proceeds from this offering were used to reduce amounts outstanding under our revolving credit facility and for general business purposes.

We have a $750,000 unsecured revolving credit facility that we use for acquisitions, working capital and general business purposes.  The interest rate on this facility averaged 5.9% and 5.4% per annum, for the six months ended June 30, 2007 and 2006, respectively.  As of June 30, 2007, we had $212,000 outstanding and $538,000 available under our revolving credit facility.  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.  We believe that we are in compliance with these financial and other covenants.

5

Note 4.  Shareholders’ Equity

During the six months ended June 30, 2007, we sold 1,880 of our common shares for net proceeds of $23,661 pursuant to a sales agreement with a securities broker dealer, which allows us to sell up to 20,000 of our common shares from time to time in a controlled equity offering program.

Note 5.  Earnings per Common Share

Earnings per common share, or EPS, is computed pursuant to the provisions of Statement of Financial Accounting Standards No. 128.  The effect of our convertible preferred shares on income from continuing operations and net income available for common shareholders per share is anti-dilutive for the periods presented.  The following table provides a reconciliation of both net income and the number of common shares used in the computations of basic and diluted EPS:

	2007
	Three Months Ended June 30,						Six Months Ended June 30,
	Income			Shares	Per Share		Income			Shares	Per Share
Income from continuing operations	$	31,474					$	64,622
Preferred distributions	(15,401		)				(30,802		)
Amounts used to calculate basic EPS	$	16,073		211,721	$	0.08	$	33,820		211,168	$	0.16

	2006
	Three Months Ended June 30,						Six Months Ended June 30,
	Income			Shares	Per Share		Income			Shares	Per Share
Income from continuing operations	$	31,535					$	181,457
Loss from discontinued operations	(21		)				(108		)
Preferred distributions	(9,234		)				(20,742		)
Excess redemption price paid over carrying value of preferred shares	—						(6,914		)
Amounts used to calculate basic EPS	$	22,280		209,968	$	0.11	$	153,693		209,915	$	0.73

6

Note 6.  Segment Information

As of June 30, 2007, we owned 361 office properties and 163 industrial properties.  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, 2007 and 2006, is as follows:

	As of June 30, 2007			As of June 30, 2006
	Office Properties	Industrial Properties	Totals	Office Properties	Industrial Properties	Totals
Property square feet:
Metro Philadelphia, PA	5,444	—	5,444	5,448	—	5,448
Oahu, HI	—	17,914	17,914	—	17,929	17,929
Metro Washington, DC	2,658	—	2,658	2,645	—	2,645
Metro Boston, MA	3,026	—	3,026	2,737	—	2,737
Southern California	1,444	—	1,444	1,444	—	1,444
Metro Austin, TX	1,491	1,236	2,727	1,491	1,316	2,807
Other Markets	20,949	9,409	30,358	20,293	4,726	25,019
Totals	35,012	28,559	63,571	34,058	23,971	58,029
Central business district, or CBD	11,324	158	11,482	11,328	158	11,486
Suburban	23,688	28,401	52,089	22,730	23,813	46,543
Total	35,012	28,559	63,571	34,058	23,971	58,029

	Three Months Ended June 30, 2007						Three Months Ended June 30, 2006
	Office Properties		Industrial Properties		Totals		Office Properties		Industrial Properties		Totals
Property rental income:
Metro Philadelphia, PA	$	31,466	$	—	$	31,466	$	31,632	$	—	$	31,632
Oahu, HI	—		16,142		16,142		—		15,119		15,119
Metro Washington, DC	19,814		—		19,814		19,495		—		19,495
Metro Boston, MA	16,175		—		16,175		14,996		—		14,996
Southern California	12,507		—		12,507		11,879		—		11,879
Metro Austin, TX	7,470		3,193		10,663		7,103		3,759		10,862
Other Markets	88,431		14,797		103,228		84,653		9,321		93,974
Totals	$	175,863	$	34,132	$	209,995	$	169,758	$	28,199	$	197,957
CBD	$	71,182	$	291	$	71,473	$	71,477	$	279	$	71,756
Suburban	104,681		33,841		138,522		98,281		27,920		126,201
Total	$	175,863	$	34,132	$	209,995	$	169,758	$	28,199	$	197,957

7

	Three Months Ended June 30, 2007						Three Months Ended June 30, 2006
	Office Properties		Industrial Properties		Totals		Office Properties		Industrial Properties		Totals
Property net operating income:
Metro Philadelphia, PA	$	16,311	$	—	$	16,311	$	17,216	$	—	$	17,216
Oahu, HI	—		12,824		12,824		—		12,386		12,386
Metro Washington, DC	12,408		—		12,408		12,266		—		12,266
Metro Boston, MA	10,638		—		10,638		10,032		—		10,032
Southern California	9,030		—		9,030		8,173		—		8,173
Metro Austin, TX	3,472		1,705		5,177		3,395		2,074		5,469
Other Markets	51,305		11,136		62,441		50,423		6,033		56,456
Totals	$	103,164	$	25,665	$	128,829	$	101,505	$	20,493	$	121,998
CBD	$	39,649	$	213	$	39,862	$	40,261	$	216	$	40,477
Suburban	63,515		25,452		88,967		61,244		20,277		81,521
Total	$	103,164	$	25,665	$	128,829	$	101,505	$	20,493	$	121,998

	Six Months Ended June 30, 2007						Six Months Ended June 30, 2006
	Office Properties		Industrial Properties		Totals		Office Properties		Industrial Properties		Totals
Property rental income:
Metro Philadelphia, PA	$	62,512	$	—	$	62,512	$	63,493	$	—	$	63,493
Oahu, HI	—		31,495		31,495		—		29,211		29,211
Metro Washington, DC	39,327		—		39,327		39,210		—		39,210
Metro Boston, MA	31,489		—		31,489		30,028		—		30,028
Southern California	24,998		—		24,998		23,804		—		23,804
Metro Austin, TX	15,404		6,370		21,774		13,859		7,094		20,953
Other Markets	176,729		26,721		203,450		162,892		17,925		180,817
Totals	$	350,459	$	64,586	$	415,045	$	333,286	$	54,230	$	387,516
CBD	$	141,381	$	583	$	141,964	$	142,578	$	558	$	143,136
Suburban	209,078		64,003		273,081		190,708		53,672		244,380
Total	$	350,459	$	64,586	$	415,045	$	333,286	$	54,230	$	387,516
Property net operating income:
Metro Philadelphia, PA	$	32,286	$	—	$	32,286	$	34,072	$	—	$	34,072
Oahu, HI	—		25,123		25,123		—		23,758		23,758
Metro Washington, DC	24,737		—		24,737		24,735		—		24,735
Metro Boston, MA	20,639		—		20,639		20,004		—		20,004
Southern California	18,275		—		18,275		16,562		—		16,562
Metro Austin, TX	7,622		3,317		10,939		6,693		3,917		10,610
Other Markets	102,640		19,239		121,879		98,078		11,935		110,013
Totals	$	206,199	$	47,679	$	253,878	$	200,144	$	39,610	$	239,754
CBD	$	78,600	$	428	$	79,028	$	80,075	$	431	$	80,506
Suburban	127,599		47,251		174,850		120,069		39,179		159,248
Total	$	206,199	$	47,679	$	253,878	$	200,144	$	39,610	$	239,754

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 financial measure under generally accepted accounting principles, or GAAP, reported in our consolidated financial statements for the three and six months ended June 30, 2007 and 2006.  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 our properties’ results of operations.  NOI does not represent cash generated by operating activities in accordance with 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.  A reconciliation of NOI to net income available for common shareholders for the three and six months ended June 30, 2007 and 2006, is as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
Rental income	$	209,995		$	197,957		$	415,045		$	387,516
Operating expenses	(81,166		)	(75,959		)	(161,167		)	(147,762		)
Property net operating income (NOI)	$	128,829		$	121,998		$	253,878		$	239,754
Property net operating income	$	128,829		$	121,998		$	253,878		$	239,754
Depreciation and amortization	(45,786		)	(40,379		)	(89,297		)	(78,045		)
General and administrative	(9,125		)	(8,540		)	(17,703		)	(16,413		)
Operating income	73,918			73,079			146,878			145,296
Interest income	568			310			1,027			1,545
Interest expense	(42,301		)	(41,854		)	(82,572		)	(83,148		)
Loss on early extinguishment of debt	(711		)	—			(711		)	(1,659		)
Equity in earnings of equity investments	—			—			—			3,136
Gain on sale of equity investments	—			—			—			116,287
Income from continuing operations	31,474			31,535			64,622			181,457
Loss from discontinued operations	—			(21		)	—			(108		)
Net income	31,474			31,514			64,622			181,349
Preferred distributions	(15,401		)	(9,234		)	(30,802		)	(20,742		)
Excess redemption price paid over carrying value of preferred shares	—			—			—			(6,914		)
Net income available for common shareholders	$	16,073		$	22,280		$	33,820		$	153,693

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Note 7.  Subsequent Events

In July 2007, we declared a distribution of $0.21 per common share, or approximately $44,500, to be paid on or about August 24, 2007, to shareholders of record on July 25, 2007.  We also announced a distribution on our series B preferred shares of $0.5469 per share, or $6,563, a distribution on our series C preferred shares of $0.4453 per share, or $2,672, and a distribution on our series D preferred shares of $0.4063, or $6,167, which will be paid on or about August 15, 2007, to our preferred shareholders of record as of August 1, 2007.

In July 2007, we purchased one hotel property from Hospitality Properties Trust, a publicly traded real estate investment trust that is managed by Reit Management & Research LLC, which is also our manager, for $13,100, excluding closing costs, using cash on hand and borrowings under our revolving credit facility.  This hotel will continue operations under a short term lease agreement with a hotel operating company; this property may be redeveloped in the future as part of a larger project including adjacent property currently owned by us.  As of August 6, 2007, we have executed purchase agreements for five additional properties with an aggregate of approximately 271 square feet of space for a total purchase price of $35,400, excluding closing costs.  These potential purchase transactions are subject to completion of diligence and because of these contingencies we can provide no assurances that we will purchase these properties.

10

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 Annual Report on Form 10-K for the year ended December 31, 2006.

OVERVIEW

We primarily own office and industrial buildings located throughout the United States.  We also own approximately 17 million square feet of leased industrial and commercial lands located in Oahu, Hawaii.

Property Operations

As of June 30, 2007, 92.9% of our total square feet was leased, compared to 93.6% leased as of June 30, 2006.  These results primarily reflect the 1 percentage point decrease in occupancy at properties we owned continuously since January 1, 2006.  Occupancy data for 2007 and 2006 is as follows (square feet in thousands):

	All Properties (1)				Comparable Properties (2)
	As of the Six Months Ended June 30,				As of the Six Months Ended June 30,
	2007		2006		2007		2006
Total properties	524		487		437		437
Total square feet	63,571		58,029		54,824		54,824
Percent leased (3)	92.9	%	93.6	%	92.7	%	93.7	%

(1)Excludes properties sold or under contract for sale.

(2)Based on properties owned continuously since January 1, 2006, 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.

During the three months ended June 30, 2007, we signed new leases for 814,000 square feet and lease renewals for 1,107,000 square feet, at weighted average rental rates that were 3% above rents previously charged for the same space.  Average lease terms for leases signed during this period were 7.9 years.  Commitments for tenant improvement and leasing costs for leases signed during this period totaled $35.0 million, or $18.22 per square foot (approximately $2.31/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 quoted rental rates in most of the areas where our properties are located seem to have increased modestly.  Required landlord funded tenant build outs and leasing commissions payable to tenant brokers for new leases and lease renewals have generally stabilized over the past twelve months.  These build out costs and leasing commissions are generally amortized as a reduction of our income during the terms of the affected leases.  However, these improvements in rent rates and reduced tenant inducement costs have been somewhat offset by a modest decline in space requirements from tenants and increased construction of office properties in certain markets, as reflected in the decline in occupancy we have experienced during this period.  We believe that modest increases in effective rents may improve the financial results at some of our currently owned properties.  However, there are too many variables for us to reasonably project what the financial impact of market conditions will be on our results for future periods.

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Approximately 3.7% of our leased square feet and 4.2% of our rents are included in leases scheduled to expire through December 31, 2007.  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, 2007, are as follows (square feet and dollars in thousands):

Year	Square Feet Expiring (1)	% of Square Feet Expiring		Annualized Rental Income Expiring (2)		% of Annualized Rental Income Expiring		Cumulative % of Annualized Rental Income Expiring
2007	2,188	3.7	%	$	35,330	4.2	%	4.2	%
2008	4,654	7.9	%	81,383		9.6	%	13.8	%
2009	3,781	6.4	%	67,910		8.0	%	21.8	%
2010	6,305	10.7	%	97,742		11.5	%	33.3	%
2011	5,898	10.0	%	95,976		11.3	%	44.6	%
2012	4,809	8.1	%	96,562		11.4	%	56.0	%
2013	2,469	4.2	%	46,878		5.5	%	61.5	%
2014	2,706	4.6	%	46,769		5.5	%	67.0	%
2015	3,241	5.5	%	58,211		6.9	%	73.9	%
2016	2,476	4.2	%	42,082		5.0	%	78.9	%
2017 and thereafter	20,547	34.7	%	178,257		21.1	%	100.0	%
	59,074	100.0	%	$	847,100	100.0	%
Weighted average remaining lease term (in years):	9.1			6.5

(1)Square feet is pursuant to signed leases as of June 30, 2007, 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.

(2)Rents are pursuant to signed leases as of June 30, 2007, plus expense reimbursements; includes some triple net lease rents and excludes lease value amortization.

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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, 2007, 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	4,826	8.2	%	12.8	%	2007 to 2020
2. GlaxoSmithKline plc	608	1.0	%	1.7	%	2013
3. PNC Financial Services Group	460	0.8	%	1.4	%	2011, 2021
4. Solectron Corporation	894	1.5	%	1.1	%	2014
5. JDA Software Group, Inc.	283	0.5	%	1.1	%	2012
6. The Scripps Research Institute	164	0.3	%	1.1	%	2019
7. Ballard Spahr Andrews & Ingersoll, LLP	235	0.4	%	1.0	%	2008, 2015
Total	7,470	12.7	%	20.2	%

(1)Square feet is pursuant to signed leases as of June 30, 2007, 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.

(2)Rent is pursuant to signed leases as of June 30, 2007, plus estimated expense reimbursements; includes some triple net lease rents and excludes lease value amortization.

Investment Activities

During the six months ended June 30, 2007, we acquired five office properties with 466,000 square feet for $59.7 million, and 14 industrial properties with 3,294,000 square feet for $125.5 million.  At the time of acquisition, these properties were over 99% leased and projected to yield approximately 9.0% of the aggregate gross purchase price, based on estimated current annual net operating income, or NOI, which we define as GAAP based property rental income less property operating expenses.

Financing Activities

In June 2007 we repaid $200 million of our unsecured floating rate senior notes by drawing on our revolving credit facility.  We recognized a loss of $711,000 from the write off of deferred financing fees in connection with this repayment.  We subsequently issued $250 million of unsecured senior notes in a public offering in June, raising net proceeds of approximately $247.4 million.  The notes bear interest at 6.25%, require semi-annual interest payments and mature in June 2017.  Net proceeds from this offering were used to reduce amounts outstanding under our revolving credit facility and for general business purposes.

During the six months ended June 30, 2007, we sold 1.9 million of our common shares for net proceeds of $23.7 million pursuant to a sales agreement with a securities broker dealer, which allows us to sell up to 20.0 million of our common shares from time to time in a controlled equity offering program.

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RESULTS OF OPERATIONS

Three Months Ended June 30, 2007, Compared to Three Months Ended June 30, 2006

	Three Months Ended June 30,
	2007			2006			$ Change			% Change
	(in thousands, except per share data)
Rental income	$	209,995		$	197,957		$	12,038		6.1	%
Expenses:
Operating expenses	81,166			75,959			5,207			6.9	%
Depreciation and amortization	45,786			40,379			5,407			13.4	%
General and administrative	9,125			8,540			585			6.9	%
Total expenses	136,077			124,878			11,199			9.0	%
Operating income	73,918			73,079			839			1.1	%
Interest income	568			310			258			83.2	%
Interest expense	(42,301		)	(41,854		)	(447		)	(1.1	)%
Loss on early extinguishment of debt	(711		)	—			(711		)	(100.0	)%
Income from continuing operations	31,474			31,535			(61		)	(0.2	)%
Loss from discontinued operations	—			(21		)	21			100.0	%
Net income	31,474			31,514			(40		)	(0.1	)%
Preferred distributions	(15,401		)	(9,234		)	(6,167		)	(66.8	)%
Net income available for common shareholders	$	16,073		$	22,280		$	(6,207	)	(27.9	)%
Weighted average common shares outstanding – basic	211,721			209,968			1,753			0.8	%
Weighted average common shares outstanding – diluted	240,914			209,968			30,946			14.7	%
Earnings per common share:
Income from continuing operations available for common shareholders – basic and diluted	$	0.08		$	0.11		$	(0.03	)	(27.3	)%
Net income available for common shareholders – basic and diluted	$	0.08		$	0.11		$	(0.03	)	(27.3	)%

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Rental income.  Rental income increased for the three months ended June 30, 2007, compared to the same period in 2006, primarily due to increases in rental income from our Other Markets segment, as described in the segment information footnote to our consolidated financial statements.  Rental income for our Other Markets segment increased $9.3 million, or 9.8%, primarily because of the acquisition of 47 properties since March 2006.  Rental income includes non-cash straight line rent adjustments totaling $3.9 million in 2007 and $5.2 million in 2006 and amortization of acquired real estate leases and obligations totaling ($2.9) million in 2007 and ($2.3) million in 2006.  Rental income also includes lease termination fees totaling $31,000 in 2007 and $251,000 in 2006.

Total expenses.  The increase in total expenses reflects increases in operating expenses and general and administrative expenses primarily related to our acquisition of properties since March 2006.  The increase in depreciation and amortization expense reflects acquisitions made since March 2006 and building and tenant improvement costs incurred throughout our portfolio during the same period.

Interest income.  The increase in interest income in 2007 reflects the increase in average invested cash balances.

Loss on early extinguishment of debt.  The loss on early extinguishment of debt in 2007 relates to the write off of deferred financing fees associated with the repayment of $200 million of our floating rate senior notes in June 2007.

Loss from discontinued operations.  The 2006 loss from discontinued operations includes operating results from five office properties sold in 2006.

Net income and net income available for common shareholders.  The decrease in net income available for common shareholders reflects the increase in depreciation and amortization primarily related to properties acquired since March 2006 and building and tenant improvement costs incurred throughout our portfolio during the same period.  Net income available for common shareholders is net income reduced by preferred distributions.  The increase in preferred distributions reflects the issuance of our series D preferred shares in October 2006, which are convertible into 29,193 common shares.  Proceeds from this issuance were used to reduce amounts outstanding on our revolving credit facility and general business purposes, including property acquisitions.

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Six Months Ended June 30, 2007, Compared to Six Months Ended June 30, 2006

	Six Months Ended June 30,
	2007			2006			$ Change			% Change
	(in thousands, except per share data)
Rental income	$	415,045		$	387,516		$	27,529		7.1	%
Expenses:
Operating expenses	161,167			147,762			13,405			9.1	%
Depreciation and amortization	89,297			78,045			11,252			14.4	%
General and administrative	17,703			16,413			1,290			7.9	%
Total expenses	268,167			242,220			25,947			10.7	%
Operating income	146,878			145,296			1,582			1.1	%
Interest income	1,027			1,545			(518		)	(33.5	)%
Interest expense	(82,572		)	(83,148		)	576			.7	%
Loss on early extinguishment of debt	(711		)	(1,659		)	948			57.1	%
Equity in earnings of equity investments	—			3,136			(3,136		)	(100.0	)%
Gain on sale of equity investments	—			116,287			(116,287		)	(100.0	)%
Income from continuing operations	64,622			181,457			(116,835		)	(64.4	)%
Loss from discontinued operations	—			(108		)	108			100.0	%
Net income	64,622			181,349			(116,727		)	(64.4	)%
Preferred distributions	(30,802		)	(20,742		)	(10,060		)	(48.5	)%
Excess redemption price paid over carrying value of preferred shares	—			(6,914		)	6,914			100.0	%
Net income available for common shareholders	$	33,820		$	153,693		$	(119,873	)	(78.0	)%
Weighted average common shares outstanding – basic	211,168			209,915			1,253			0.6	%
Weighted average common shares outstanding – diluted	240,361			209,915			30,446			14.5	%
Earnings per common share:
Income from continuing operations available for common shareholders – basic and diluted	$	0.16		$	0.73		$	(0.57	)	(78.1	)%
Net income available for common shareholders – basic and diluted	$	0.16		$	0.73		$	(0.57	)	(78.1	)%

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Rental income.  Rental income increased for the six months ended June 30, 2007, compared to the same period in 2006, primarily due to increases in rental income from our Other Markets segment, as described in the segment information footnote to our consolidated financial statements.  Rental income for our Other Markets segment increased $22.6 million, or 12.5%, primarily because of the acquisition of 82 properties since December 2005.  Rental income includes non-cash straight line rent adjustments totaling $8.6 million in 2007 and $10.1 million in 2006 and amortization of acquired real estate leases and obligations totaling ($5.3) million in 2007 and ($5.5) million in 2006.  Rental income also includes lease termination fees totaling $356,000 in 2007 and $500,000 in 2006.

Total expenses.  The increase in total expenses reflects increases in operating expenses and general and administrative expenses primarily related to our acquisition of properties since December 2005.  The increase in depreciation and amortization expense reflects acquisitions made since December 2005 and building and tenant improvement costs incurred throughout our portfolio during the same period.

Interest income.  The decrease in interest income in 2007 reflects the decrease in average invested cash balances.

Loss on early extinguishment of debt.  The loss on early extinguishment of debt in 2007 relates to the write off of deferred financing fees associated with the repayment of $200 million of our floating rate senior notes in June 2007.  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 2006.

Equity in earnings of equity investments.  The decrease in equity in earnings of equity investments in 2007 reflects our sale of all 7.7 million common shares we owned in Senior Housing Properties Trust, or Senior Housing, and all 4.0 million common shares we owned in Hospitality Properties Trust, or 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 for aggregate net proceeds of $308.3 million.

Income from continuing operations.  The decrease in income from continuing operations is due primarily to the gain on the sale of the common shares we owned in Senior Housing and Hospitality Properties in 2006.

Loss from discontinued operations.  The 2006 loss from discontinued operations includes operating results from five office properties sold in 2006.

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.  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.  The increase in preferred distributions reflects the issuance of our series D preferred shares in October 2006, which are convertible into 29,193 common shares.  Proceeds from this issuance were used to reduce amounts outstanding on our revolving credit facility and general business purposes, including property acquisitions.

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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 been historically 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.

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 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 upon available opportunities which come to our attention.

Cash flows provided by (used for) operating, investing and financing activities were $132.7 million, ($238.2) million and $116.8 million, respectively, for the six months ended June 30, 2007, and $127.2 million, ($14.5) million and ($97.1) million, respectively, for the six months ended June 30, 2006.  Changes in all three categories between 2007 and 2006 are primarily related to property acquisitions, repayments and issuances of debt obligations, issuance and redemption of preferred shares, and our sale of all our Senior Housing and Hospitality Properties common shares in 2006.

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 institutional lenders.  At June 30, 2007, there was $212 million outstanding and $538 million available on our revolving credit facility, and we had cash and cash equivalents of $29.0 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.

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Our outstanding debt maturities and weighted average interest rates as of June 30, 2007, were as follows (dollars in thousands):

	Scheduled Principal Payments During Period
Year	Secured Fixed Rate Debt		Unsecured Floating Rate Debt		Unsecured Fixed Rate Debt		Total (1)		Weighted Average Interest Rate
2007	$	5,182	$	—	$	—	$	5,182	6.8	%
2008	26,369		—		—		26,369		7.0	%
2009	7,878		—		—		7,878		6.9	%
2010	8,303		212,000		50,000		270,303		6.5	%
2011	229,905		200,000		—		429,905		6.4	%
2012	31,113		—		200,000		231,113		7.0	%
2013	3,804		—		200,000		203,804		6.5	%
2014	15,789		—		250,000		265,789		5.7	%
2015	4,029		—		450,000		454,029		6.0	%
2016	13,387		—		400,000		413,387		6.3	%
2017 and thereafter	65,065		—		250,000		315,065		6.5	%
	$	410,824	$	412,000	$	1,800,000	$	2,622,824	6.3	%

(1)Total debt as of June 30, 2007, net of unamortized premiums and discounts, equals $2,614,133.

When significant amounts are outstanding under our revolving credit facility or 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.  We have an effective shelf registration statement that allows us to issue public securities on an expedited basis, but it does not assure that there will be buyers for such securities.  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, to finance future acquisitions and capital expenditures 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.  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 separate 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 the six months ended June 30, 2007, we purchased five office properties for $59.7 million, plus closing costs, 14 industrial properties for $125.5 million, plus closing costs, and funded improvements to our owned properties totaling $56.5 million.  We funded all our 2007 acquisitions and improvements to our owned properties with cash on hand and by borrowing under our revolving credit facility.

In July 2007, we purchased one hotel property from Hospitality Properties, a publicly traded real estate investment trust that is managed by Reit Management & Research LLC, which is also our manager, for $13.1 million, excluding closing costs, using cash on hand and borrowings under our revolving credit facility.  This hotel will continue operations under a short term lease agreement with a hotel operating company; this property may be redeveloped in the future as part of a larger project including adjacent property currently owned by us.  As of August 6, 2007, we have executed purchase agreements for five additional properties with an aggregate of approximately 271,000 square feet of space for a total purchase price of $35.4 million, excluding closing costs.  These potential purchase transactions are subject to completion of diligence and because of these contingencies we can provide no assurances that we will purchase these properties.

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During the three and six months ended June 30, 2007 and 2006, cash expenditures made and capitalized for tenant improvements, leasing costs, building improvements and development and redevelopment activities were as follows (amounts in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2007		2006		2007		2006
Tenant improvements	$	16,015	$	14,641	$	28,644	$	29,809
Leasing costs	7,167		9,692		11,420		14,742
Building improvements (1)	3,089		5,293		4,681		7,873
Development and redevelopment activities (2)	15,883		5,781		23,185		11,503

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

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

Commitments made for expenditures in connection with leasing space during the three months ended June 30, 2007, are as follows (amounts in thousands, except as noted):

	New Leases		Renewals		Total
Square feet leased during the period	814		1,107		1,921
Total commitments for tenant improvements and leasing costs	$	24,074	$	10,936	$	35,010
Leasing costs per square foot (whole dollars)	$	29.57	$	9.88	$	18.22
Average lease term (years)	8.2		7.7		7.9
Leasing costs per square foot per year (whole dollars)	$	3.61	$	1.28	$	2.31

In June 2007 we repaid $200 million of our unsecured floating rate senior notes by drawing on our revolving credit facility.  We subsequently issued $250 million of unsecured senior notes in a public offering in June, raising net proceeds of approximately $247.4 million.  The notes bear interest at 6.25%, require semi-annual interest payments and mature in June 2017.  Net proceeds from this offering were used to reduce amounts outstanding under our revolving credit facility and for general business purposes.

We have no commercial paper, swaps, hedges, joint ventures or off balance sheet arrangements as of June 30, 2007.  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, 2007 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, 2007, 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 $410.8 million, excluding unamortized premiums and discounts, of mortgage notes outstanding at June 30, 2007.

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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.

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, 2006.  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 $200 million of our senior notes bear interest at floating rates and mature in August 2010 and March 2011, respectively.  As of June 30, 2007, we had $212 million outstanding and $538 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 floating rate senior notes may be made on periodic interest payment dates on or after September 16, 2006.  We borrow in U.S. dollars and borrowings under our revolving credit facility and our floating rate senior notes require interest at LIBOR plus premiums.  Accordingly, we are vulnerable to changes in U.S. dollar based short term rates, specifically LIBOR.  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, 2007, 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

THIS QUARTERLY REPORT ON FORM 10-Q CONTAINS STATEMENTS AND IMPLICATIONS WHICH CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL SECURITIES LAWS.  ALSO, WHENEVER WE USE WORDS SUCH AS “BELIEVE”, “EXPECT”, “ANTICIPATE”, “INTEND”, “PLAN”, “ESTIMATE” OR SIMILAR EXPRESSIONS, WE ARE MAKING FORWARD LOOKING STATEMENTS.  THESE FORWARD LOOKING STATEMENTS ARE BASED UPON OUR PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR.   ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS.

IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN OUR FORWARD LOOKING STATEMENTS 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 MAY CAUSE THESE TRANSACTIONS NOT TO OCCUR OR TO 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, 2006, UNDER “ITEM 1A. RISK FACTORS”.

YOU SHOULD NOT PLACE UNDUE RELIANCE UPON ANY FORWARD LOOKING STATEMENTS.

EXCEPT AS REQUIRED BY LAW, WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

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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.

Part II.   Other Information

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

On May 15, 2007, we granted each of our five trustees 3,000 common shares of beneficial interest, par value $0.01 per share, valued at $11.70 per share, the closing price of our common shares on the New York Stock Exchange on that day.  We made these grants pursuant to an 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 held on May 15, 2007, our shareholders re-elected Patrick F. Donelan (174,702,557.791 shares voted for and 17,972,433.563 shares withheld) as a trustee.  The term of office of Messr. Donelan will extend until our annual meeting of shareholders in 2010.  Messrs. Barry M. Portnoy, Frederick N. Zeytoonjian, William A. Lamkin and Adam D. Portnoy continue to serve as trustees with terms of office expiring in 2008, 2008, 2009 and 2009, respectively.

Also at our annual meeting, our shareholders considered five proposals to amend certain provisions of our declaration of trust.  First, our shareholders approved a proposal to amend our declaration of trust to provide that any shareholder who violates the declaration of trust or bylaws will indemnify and hold us harmless from and against all costs, expenses, penalties, fines and other amounts, including attorneys’ and other professional fees, arising from the shareholder’s violation, together with interest on such amounts (158,033,270.996 shares voted for, 32,456,590.602 shares voted against and 2,185,129.756 shares abstaining).

Second, our shareholders approved a proposal to amend our declaration of trust to permit issuance of securities which are redeemable at the option of the holders (171,525,614.534 shares voted for, 19,266,100.647 shares voted against and 1,883,276.173 shares abstaining).

Third, a proposal to amend our declaration of trust to change the required shareholder vote and manner of voting for certain actions and provide that the required shareholder vote necessary for the election of trustees or to take certain other actions shall be set in the bylaws was not approved (47,937,788.195 shares voted for, 95,227,363.449 shares voted against, 1,391,869.710 shares abstaining and 48,117,970 broker non-votes).

Fourth, a proposal to amend our declaration of trust, subject to an express provision in the terms of any class or series of shares of beneficial interest, to authorize the board to divide or combine the outstanding shares of any class or series of shares of beneficial interest without a shareholder vote was not approved (43,332,154.056 shares voted for, 99,735,523.545 shares voted against, 1,489,343.753 shares abstaining and 48,117,970 broker non-votes).

Fifth, a proposal to amend our declaration of trust to change the required shareholder vote for certain amendments to the declaration of trust, for certain business combinations or for termination of the trust was not

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approved (39,469,563.862 shares voted for, 103,549,920.591 shares voted against, 1,537,536.901 shares abstaining and 48,117,970 broker non-votes).

Item 6.Exhibits

3.1Composite copy of Third Amendment and Restatement of Declaration of Trust of the Company dated July 1, 1994, as amended through May 16, 2007 (Incorporated by Reference to our Current Report on Form 8-K, dated May 16, 2007)

4.1Supplemental Indenture between HRPT Properties Trust and U.S. Bank National Association, as Trustee, including the form of 6.25% Senior Note due 2017.  (filed herewith)

10.1Summary of trustee Compensation (Incorporated by Reference to our Current Report on Form 8-K, dated May 16, 2007)

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, 2007
By:	/s/ John C. Popeo
	John C. Popeo Treasurer and Chief Financial Officer (principal financial and accounting officer) Dated: August 8, 2007

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EX-4.1

EXHIBIT 4.1

SUPPLEMENTAL INDENTURE NO. 17

by and between

HRPT PROPERTIES TRUST

and

U.S. BANK NATIONAL ASSOCIATION

as of June 25, 2007

SUPPLEMENTAL TO THE INDENTURE DATED AS OF JULY 9, 1997

HRPT PROPERTIES TRUST

6.25 % Senior Notes due 2017

This SUPPLEMENTAL INDENTURE NO. 17 (this “Supplemental Indenture”) made and entered into as of as of June 25, 2007 between HRPT PROPERTIES TRUST, a Maryland real estate investment trust (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”),

WITNESSETH THAT:

WHEREAS, the Company and the Trustee are parties to an Indenture, dated as of July 9, 1997 (the “Indenture”), relating to the Company’s issuance, from time to time, of various series of debt securities;

WHEREAS, the Company has determined to issue debt securities known as its 6.25% Senior Notes due 2017; and

WHEREAS, the Indenture provides that certain terms and conditions for each series of debt securities issued by the Company thereunder may be set forth in an indenture supplemental to the Indenture;

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

ARTICLE 1

DEFINED TERMS

Section 1.1The following definitions supplement, and, to the extent inconsistent with, replace the definitions in Section 101 of the Indenture:

“Acquired Debt” means Debt of a Person or entity (i) existing at the time such Person or entity becomes a Subsidiary or (ii) assumed in connection with the acquisition of assets from such Person or entity, in each case, other than Debt incurred in connection with, or in contemplation of, such Person or entity becoming a Subsidiary or such acquisition.  Acquired Debt shall be deemed to be incurred on the date of the related acquisition of assets from any Person or entity or the date the acquired Person or entity becomes a Subsidiary.

“Annual Debt Service” as of any date means the maximum amount which is expensed in any 12-month period for interest on Debt of the Company and its Subsidiaries.

“Business Day” means any day other than a Saturday or Sunday or a day on which banking institutions in the City of New York or in the city in which the Corporate Trust Office of the Trustee is located, are required or authorized to close.

“Capital Stock” means, with respect to any Person, any capital stock (including preferred stock), shares, interests, participation or other ownership interests (however designated) of such Person and any rights (other than debt securities convertible into or exchangeable for capital stock), warrants or options to purchase any thereof.

“Consolidated Income Available for Debt Service” for any period means Earnings from Operations of the Company and its Subsidiaries plus amounts which have been deducted, and

minus amounts which have been added, for the following (without duplication): (i) interest on Debt of the Company and its Subsidiaries, (ii) provision for taxes of the Company and its Subsidiaries based on income, (iii) amortization of debt discount and deferred financing costs, (iv) provisions for gains and losses on properties and property, depreciation and amortization, (v) the effect of any noncash charge resulting from a change in accounting principles in determining Earnings from Operations for such period and (vi) amortization of deferred charges.

“Corporate Trust Office” means the corporate trust office of the Trustee which it designates as the office at which the agreement in question will be administered (which it may change by notice from time to time), presently located at One Federal Street, 3rd Floor, Boston, Massachusetts 02110.

“Debt” of the Company or any Subsidiary means, without duplication, any indebtedness of the Company or any Subsidiary, whether or not contingent, in respect of (i) borrowed money or evidenced by bonds, notes, debentures or similar instruments, (ii) indebtedness for borrowed money secured by any Encumbrance existing on property owned by the Company or any Subsidiary, to the extent of the lesser of (x) the amount of indebtedness so secured and (y) the fair market value of the property subject to such Encumbrance, (iii) the reimbursement obligations, contingent or otherwise, in connection with any letters of credit actually issued (other than letters of credit issued to provide credit enhancement or support with respect to other indebtedness of the Company or any Subsidiary otherwise reflected as Debt hereunder) or amounts representing the balance deferred and unpaid of the purchase price of any property or services, except any such balance that constitutes an accrued expense or trade payable, or all conditional sale obligations or obligations under any title retention agreement, (iv) the principal amount of all obligations of the Company or any Subsidiary with respect to redemption, repayment or other repurchase of any Disqualified Stock, or (v) any lease of property by the Company or any Subsidiary as lessee which is reflected on the Company’s consolidated balance sheet as a capitalized lease in accordance with GAAP, to the extent, in the case of items of indebtedness under (i) through (iii) above, that any such items (other than letters of credit) would appear as a liability on the Company’s consolidated balance sheet in accordance with GAAP, and also includes, to the extent not otherwise included, any obligation by the Company or any Subsidiary to be liable for, or to pay, as obligor, guarantor or otherwise (other than for purposes of collection in the ordinary course of business), Debt of another Person (other than the Company or any Subsidiary) (it being understood that Debt shall be deemed to be incurred by the Company or any Subsidiary whenever the Company or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof).

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which by the terms of such Capital Stock (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable), upon the happening of any event or otherwise (i) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than Capital Stock which is redeemable solely in exchange for common stock or shares), (ii) is convertible into or exchangeable or exercisable for Debt or Disqualified Stock, or (iii) is redeemable at the option of the Holder thereof, in whole or in part (other than Capital Stock which is redeemable solely in exchange for common stock or shares), in each case on or prior to the stated maturity of the Notes.

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“Earnings from Operations” for any period means net earnings excluding gains and losses on sales of investments, extraordinary items, gains and losses on early extinguishment of debt and property valuation losses, as reflected in the financial statements of the Company and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Encumbrance” means any mortgage, lien, charge, pledge or security interest of any kind.

“Make-Whole Amount” means, in connection with any optional redemption or accelerated payment of any Notes prior to December 15, 2016, the excess, if any, of (i) the aggregate present value as of the date of such redemption or accelerated payment of each dollar of principal being redeemed or paid and the amount of interest (exclusive of interest accrued to the date of redemption or accelerated payment) that would have been payable in respect of such dollar if such redemption or accelerated payment had been made on December 15, 2016, determined by discounting, on a semiannual basis, such principal and interest at the Reinvestment Rate (determined on the third Business Day preceding the date such notice of redemption is given or declaration of acceleration is made) from the respective dates on which such principal and interest would have been payable if such redemption or accelerated payment had been made on December 15, 2016, over (ii) the aggregate principal amount of the Notes being redeemed or paid.  In the case of any redemption or accelerated payment of notes on or after December 15, 2016, the Make-Whole Amount means zero.  For purposes of this Supplemental Indenture and the Notes, references in the Indenture to the payment of the principal (and premium, if any) and interest on the Notes shall be deemed to include the payment of the Make-Whole Amount, if any, due upon redemption with respect to the Notes.  The Make-Whole Amount shall be calculated by the Company and set forth in an Officer’s Certificate delivered to the Trustee, and the Trustee shall be entitled to rely on said Officer’s Certificate.

“Notes” means the Company’s 6.25% Senior Notes due 2017, issued under this Supplemental Indenture and the Indenture, as amended or supplemented from time to time.

“Reinvestment Rate” means a rate per annum equal to the sum of 0.20% (twenty one-hundredths of one percent) plus the yield on treasury securities at constant maturity under the heading “Week Ending” published in the Statistical Release under the caption “Treasury Constant Maturities” for the maturity (rounded to the nearest month) corresponding to the remaining life to maturity (which, in the case of maturities corresponding to the principal and interest due on the notes at their maturity, shall be deemed to be December 15, 2016), as of the payment date of the principal being redeemed or paid.  If no maturity exactly corresponds to such maturity, yields for the two published maturities most closely corresponding to such maturity shall be calculated pursuant to the immediately preceding sentence and the Reinvestment Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding in each of such relevant periods to the nearest month.  For purposes of calculating the Reinvestment Rate, the most recent Statistical Release published prior to the date of determination of the Make-Whole Amount shall be used.

“Secured Debt” means Debt secured by any mortgage, lien, charge, pledge or security interest of any kind.

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“Statistical Release” means the statistical release designated “H.15(519)” or any successor publication which is published weekly by the Federal Reserve System and which establishes yields on actively traded United States government securities adjusted to constant maturities or, if such statistical release is not published at the time of any determination under this Supplemental Indenture, then any publicly available source of similar market data which shall be designated by the Company.

“Subsidiary” means any corporation or other entity of which a majority of (i) the voting power of the voting equity securities or (ii) the outstanding equity interests are owned, directly or indirectly, by the Company or one or more other Subsidiaries of the Company.  For the purposes of this definition, “voting equity securities” means equity securities having voting power for the election of directors, whether at all times or only so long as no senior class of security has such voting power by reason of any contingency.

“Total Assets” as of any date means the sum of (i) the Undepreciated Real Estate Assets and (ii) all other assets of the Company and its Subsidiaries determined in accordance with GAAP (but excluding accounts receivable and intangibles).

“Total Unencumbered Assets” means the sum of (i) those Undepreciated Real Estate Assets not subject to an Encumbrance for borrowed money and (ii) all other assets of the Company and its Subsidiaries not subject to an Encumbrance for borrowed money determined in accordance with GAAP (but excluding accounts receivable and intangibles).

“Undepreciated Real Estate Assets” as of any date means the cost (original cost plus capital improvements) of real estate assets of the Company and its Subsidiaries on such date, before depreciation and amortization, determined on a consolidated basis in accordance with GAAP.

“Unsecured Debt” means Debt which is not secured by any of the properties of the Company or any Subsidiary.

ARTICLE 2

TERMS OF THE NOTES

Section 2.1Pursuant to Section 301 of the Indenture, the Notes shall have the following terms and conditions:

(a)Title; Aggregate Principal Amount; Form of Notes.  The Notes shall be Registered Securities under the Indenture and shall be known as the Company’s “6.25% Senior Notes due 2017.”  The Notes will be limited to an aggregate principal amount of $250,000,000, subject to the right of the Company to reopen such series for issuances of additional securities of such series and except as provided in this Section or in Section 306 of the Indenture.  The Notes (together with the Trustee’s certificate of authentication) shall be substantially in the form of Exhibit A hereto, which is hereby incorporated in and made a part of this Supplemental Indenture.

The Notes will be issued in the form of one or more registered global securities without coupons (“Global Notes”) that will be deposited with, or on behalf of, The Depository Trust Company (“DTC”), and registered in the name of DTC’s nominee, Cede & Co.  Except under

4

the circumstance described below, the Notes will not be issuable in definitive form.  Unless and until it is exchanged in whole or in part for the individual Notes represented thereby, a Global Note may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any nominee of DTC to a successor depositary or any nominee of such successor.

So long as DTC or its nominee is the registered owner of a Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for all purposes under this Supplemental Indenture.  Except as described below, owners of beneficial interest in Notes evidenced by a Global Note will not be entitled to have any of the individual Notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of any such Notes in definitive form and will not be considered the owners or holders thereof under the Indenture or this Supplemental Indenture.

If DTC is at any time unwilling, unable or ineligible to continue as depositary and a successor depositary is not appointed by the Company within 90 days, the Company will issue individual Notes in exchange for the Global Note or Global Notes representing such Notes.  In addition, the Company may at any time and in its sole discretion, subject to certain limitations set forth in the Indenture, determine not to have any of such Notes represented by one or more Global Notes and, in such event, will issue individual Notes in exchange for the Global Note or Global Notes representing the Notes.  Individual Notes so issued will be issued in denominations of $1,000 and integral multiples thereof.

(b)Interest and Interest Rate.  The Notes will bear interest at a rate of 6.25%  per annum, from June 25, 2007 (or, in the case of Notes issued upon any reopening of this series of Notes, from the date designated by the Company in connection with such reopening) or from the immediately preceding Interest Payment Date to which interest has been paid or duly provided for, payable semiannually in arrears on each June 15 and December 15, commencing December 15, 2007 (each of which shall be an “Interest Payment Date”), to the Persons in whose names the Notes are registered in the Security Register at the close of business on the day falling 14 calendar days (whether or not a Business Day) next preceding such Interest Payment Date (each, a “Regular Record Date”).

(c)Principal Repayment; Currency.  The stated maturity of the Notes is June 15, 2017; provided, however, the Notes may be earlier redeemed at the option of the Company as provided in paragraph (d) below.  The principal of each Note payable on its maturity date shall be paid against presentation and surrender thereof at the Corporate Trust Office of the Trustee in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public or private debts.  The Company will not pay Additional Amounts (as defined in the Indenture) on the Notes.

(d)Redemption at the Option of the Company; Acceleration.  The Notes will be subject to redemption at any time at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days’ notice to each Holder of Notes to be redeemed at its address appearing in the Security Register, at a price equal to the sum of (i) the outstanding principal amount of the Notes being redeemed, plus accrued and unpaid interest to but excluding the

5

applicable Redemption Date, plus (ii) the Make-Whole Amount, if any.  If the notes are redeemed on or after December 15, 2016, the redemption price will not include the Make-Whole Amount.  Upon the acceleration of the Notes in accordance with Section 502 of the Indenture, the Company shall pay the amount specified in Section 4.2 of this Supplemental Indenture.

(e)Notices.  All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication.  Notices to the Company shall be directed to it at 400 Centre Street, Newton, Massachusetts 02458, Attention: President; notices to the Trustee shall be directed to it at One Federal Street, 3rd Floor, Boston, Massachusetts 02110, Attention: Corporate Trust Department, Re: HRPT Properties Trust 6.25% Senior Notes due 2017; or as to either party, at such other address as shall be designated by such party in a written notice to the other party.

(f)Global Note Legend.  Each Global Note shall bear the following legend on the face thereof:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

(g)Applicability of Discharge, Defeasance and Covenant Defeasance Provisions.  The Discharge, Defeasance and Covenant Defeasance provisions in Article Fourteen of the Indenture will apply to the Notes.

ARTICLE 3

ADDITIONAL COVENANTS

Section 3.1In addition to the covenants of the Company set forth in Article Ten of the Indenture, for the benefit of the Holders of the Notes:

(a)Limitations on Incurrence of Debt.

(i)The Company will not, and will not permit any Subsidiary to, incur any Debt if, immediately after giving effect to the incurrence of such additional Debt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum (“Adjusted Total Assets”) of (without

6

duplication) (A) the Total Assets of the Company and its Subsidiaries as of the end of the calendar quarter covered in the Company’s Annual Report on Form 10-K, or the Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Securities and Exchange Commission (or, if such filing is not permitted under the Securities Exchange Act of 1934, as amended, with the Trustee) prior to the incurrence of such additional Debt and (B) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent that such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Debt), by the Company or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Debt.

(ii)In addition to the foregoing limitations on the incurrence of Debt, the Company will not, and will not permit any Subsidiary to, incur any Secured Debt if, immediately after giving effect to the incurrence of such additional Secured Debt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Secured Debt of the Company and its Subsidiaries on a consolidated basis is greater than 40% of Adjusted Total Assets.

(iii)In addition to the foregoing limitations on the incurrence of Debt, the Company will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5 to 1.0, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that (A) such Debt and any other Debt incurred by the Company and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Debt, had occurred at the beginning of such period; (B) the repayment or retirement of any other Debt by the Company and its Subsidiaries since the first date of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period); (C) in the case of Acquired Debt or Debt incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (D) in the case of any acquisition or disposition by the Company or its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Debt had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation.  If the Debt giving rise to the need to make the foregoing calculation or any other Debt incurred after the first day of the relevant four-quarter period bears interest at a floating rate then, for purposes of calculating the Annual Debt Service, the interest rate on such Debt shall be computed on a pro forma basis as if the average interest rate which would have been in effect during the entire such four-quarter period had been the applicable rate for the entire such period.

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(b)Maintenance of Total Unencumbered Assets.  The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of the Unsecured Debt of the Company and its Subsidiaries on a consolidated basis.

ARTICLE 4

ADDITIONAL EVENTS OF DEFAULT

Section 4.1For purposes of this Supplemental Indenture and the Notes, in addition to the Events of Default set forth in Section 501 of the Indenture, it shall also constitute an “Event of Default” if a default under any bond, debenture, note or other evidence of indebtedness of the Company (including a default with respect to any other series of securities), or under any mortgage, indenture or other instrument of the Company under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company (or by any Subsidiary, the repayment of which the Company has guaranteed or for which the Company is directly responsible or liable as obligor or guarantor) having an aggregate principal amount exceeding $20,000,000, whether such indebtedness now exists or shall hereafter be incurred or created, which default shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within a period of ten days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the outstanding Notes, a written notice specifying such default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” hereunder.

Section 4.2Notwithstanding any provisions to the contrary in the Indenture, upon any acceleration of the Notes under Section 502 of the Indenture, the amount immediately due and payable in respect of the Notes shall equal the Outstanding principal amount thereof, plus accrued and unpaid interest thereon, plus, if such acceleration occurs prior to December 15, 2016, the Make-Whole Amount.

ARTICLE 5

EFFECTIVENESS

This Supplemental Indenture shall be effective for all purposes as of the date and time this Supplemental Indenture has been executed and delivered by the Company and the Trustee in accordance with Article Nine of the Indenture.  As supplemented hereby, the Indenture is hereby confirmed as being in full force and effect.

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ARTICLE 6

MISCELLANEOUS

Section 6.1In the event any provision of this Supplemental Indenture shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof or any provision of the Indenture.

Section 6.2To the extent that any terms of this Supplemental Indenture or the Notes are inconsistent with the terms of the Indenture, the terms of this Supplemental Indenture or the Notes shall govern and supersede such inconsistent terms.

Section 6.3This Supplemental Indenture shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts.

Section 6.4This Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the Company and the Trustee have caused this Supplemental Indenture to be executed as an instrument under seal in their respective corporate names as of the date first above written.

HRPT PROPERTIES TRUST
By	/s/ John C. Popeo
	Name:	John C. Popeo
	Title:	Treasurer and Chief Financial Officer
	U.S. BANK NATIONAL ASSOCIATION,
	as Trustee
By:	/s/ James Freeman
	Name:	James Freeman
	Title:	Vice President

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EXHIBIT A

FORM OF NOTE

[Face of Note]

6.25% Senior Note due 2017

No. R-      $               

HRPT PROPERTIES TRUST

promises to pay to                                                  or registered assigns, the principal sum of                                                  ($              ) on June 15, 2017, subject to the terms set forth on the reverse of this Note and the terms of the Indenture referred to therein.

Interest Payment Dates:	each June 15 and December 15, commencing December 15, 2007
Interest Record Dates:	the day falling 14 calendar days prior to any Interest Payment Date.

CUSIP No.:                             

HRPT PROPERTIES TRUST
By:
	Name:
	Title:

Attest:

[SEAL]

CERTIFICATE OF AUTHENTICATION

Dated:

This is one of the Notes referred to in the within-mentioned Indenture:

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:
	Authorized Officer

[THE FOLLOWING CONSTITUTES THE REVERSE OF THE SECURITY]

HRPT PROPERTIES TRUST

6.25% Senior Note due 2017

Capitalized terms used herein have the meanings assigned to them in the Indenture (as defined below) unless otherwise indicated.

1.Interest.  HRPT Properties Trust, a Maryland real estate investment trust (the “Company”), promises to pay interest on the principal amount of this Note at the rate and in the manner specified below.

The Company shall pay in cash interest on the principal amount of this Note at the rate per annum of 6.25%. The Company will pay interest semiannually in arrears on each June 15 and December 15, commencing December 15, 2007, or, if any such day is not a Business Day (as defined in the Indenture), on the next succeeding Business Day (each an “Interest Payment Date”), to Holders of record on the day falling 14 calendar days immediately preceding such Interest Payment Date (whether or not a Business Day).

Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from June 25, 2007.

2.Method of Payment.  The Company will pay interest on this Note (except defaulted interest) on each Interest Payment Date to the Person in whose name this Note is registered in the Security Register at the close of business on the Interest Record Date next preceding such Interest Payment Date.  The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts.  The Company, however, may pay principal, premium, if any, and interest by check payable in such money.  It may mail an interest check to a Holder’s registered address.

3.Indenture.  The Company issued the Notes under an Indenture, dated as of July 9, 1997, and a Supplemental Indenture No. 17 thereto, dated as of June 25, 2007 (collectively, the “Indenture”), between the Company and the Trustee.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 as in effect on the date of the Indenture.  The Notes are subject to all such terms, and Holders of the Notes are referred to the Indenture and such Act for a statement of such terms.  The terms of the Indenture shall govern any inconsistencies between the Indenture and the Notes.  The Notes are unsecured general obligations of the Company limited to $250,000,000 in aggregate principal amount, except as otherwise provided in the Indenture.

4.Optional Redemption.  The Notes will be subject to redemption at any time at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to the sum of (i) the principal amount of the Notes being redeemed, plus accrued and unpaid interest to but excluding the applicable Redemption Date and (ii) the Make-Whole Amount, if any.  If the Notes are redeemed on or after December 15, 2016, the

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redemption price will not include the Make-Whole Amount.

As used herein the term “Make-Whole Amount” means, in connection with any optional redemption or accelerated payment of any Notes prior to December 15, 2016, the excess, if any, of (i) the aggregate present value as of the date of such redemption or accelerated payment of each dollar of principal being redeemed or paid and the amount of interest (exclusive of interest accrued to the date of redemption or accelerated payment) that would have been payable in respect of such dollar if such redemption or accelerated payment had been made on December 15, 2016, determined by discounting, on a semiannual basis, such principal and interest at the Reinvestment Rate (determined on the third Business Day preceding the date such notice of redemption is given or declaration of acceleration is made) from the respective dates on which such principal and interest would have been payable if such redemption or accelerated payment had been made on December 15, 2016, over (ii) the aggregate principal amount of the Notes being redeemed or paid.  In the case of any redemption or accelerated payment of notes on or after December 15, 2016, the Make-Whole Amount means zero.  For purposes of the Indenture and the Notes, references in the Indenture to the payment of the principal (and premium, if any) and interest on the Notes shall be deemed to include the payment of the Make-Whole Amount, if any, due upon redemption with respect to the Notes.  The Make-Whole Amount shall be calculated by the Company and set forth in an Officer’s Certificate delivered to the Trustee, and the Trustee shall be entitled to rely on said Officer’s Certificate.

As used herein the term “Reinvestment Rate” means a rate per annum equal to the sum of 0.20% (twenty one-hundredths of one percent) plus the yield on treasury securities at constant maturity under the heading “Week Ending” published in the Statistical Release (as defined herein) under the caption “Treasury Constant Maturities” for the maturity (rounded to the nearest month) corresponding to the remaining life to maturity (which, in the case of maturities corresponding to the principal and interest due on the Notes at their maturity, shall be deemed to be December 15, 2016), as of the payment date of the principal being redeemed or paid.  If no maturity exactly corresponds to such maturity, yields for the two published maturities most closely corresponding to such maturity shall be calculated pursuant to the immediately preceding sentence and the Reinvestment Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding in each of such relevant periods to the nearest month.  For purposes of calculating the Reinvestment Rate, the most recent Statistical Release published prior to the date of determination of the Make-Whole Amount shall be used.

As used herein the term “Statistical Release” means the statistical release designated “H.15(519)” or any successor publication which is published weekly by the Federal Reserve System and which establishes yields on actively traded United States government securities adjusted to constant maturities or, if such statistical release is not published at the time of any determination under the Supplemental Indenture, then any publicly available source of similar market data which shall be designated by the Company.

5.Mandatory Redemption.  The Company shall not be required to make sinking fund or redemption payments with respect to the Notes.

6.Notice of Redemption.  Notice of redemption shall be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at

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its registered address.  Notes may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed.  On and after the Redemption Date, interest ceases to accrue on Notes or portions of them called for redemption.

7.Denominations, Transfer, Exchange.  The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000 in excess thereof.  The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.  The Security Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.  The Security Registrar need not exchange or register the transfer of any Note or portion of a Note selected for redemption.  Also, it need not exchange or register the transfer of any Notes for a period of 15 days before the mailing of a notice of redemption of Notes, or during the period between a record date and the corresponding Interest Payment Date.

8.Defaults and Remedies.  In case an Event of Default (as defined in the Indenture) with respect to the Notes shall have occurred and be continuing, the principal hereof may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the provisions provided in the Indenture.

9.Actions of Holders.  The Indenture contains provisions permitting the Holders of not less than a majority of the aggregate principal amount of the outstanding Notes, subject to certain exceptions as provided in the Indenture, on behalf of the Holders of all such Notes at a meeting duly called and held as provided in the Indenture, to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided in the Indenture to be made, given or taken by the Holders of the Notes, including without limitation, waiving (a) compliance by the Company with certain provisions of the Indenture, and (b) certain past defaults under the Indenture and their consequences.  Any resolution passed or decision taken at any meeting of the Holders of the Notes in accordance with the provisions of the Indenture shall be conclusive and binding upon such Holders and upon all future Holders of this Note and other Notes issued upon the registration of transfer hereof or in exchange heretofore or in lieu hereof.

10.Persons Deemed Owners.  The Company, the Trustee, and any agent of the Company or the Trustee may deem and treat the Person in whose name this Note is registered on the Security Register as its absolute owner for all purposes.

11.Authentication.  This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

12.Governing Law. THE INTERNAL LAW OF THE COMMONWEALTH OF MASSACHUSETTS SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THE NOTES.

13.No Personal Liability.  THE AMENDED AND RESTATED DECLARATION OF TRUST ESTABLISHING THE COMPANY, DATED JULY 1, 1994, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS AND SUPPLEMENTS THERETO, IS DULY FILED IN THE OFFICE OF THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND, PROVIDES THAT THE NAME “HRPT

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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 THE COMPANY SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST THE COMPANY. ALL PERSONS DEALING WITH THE COMPANY, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF THE COMPANY FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture.  Request may be made to:

HRPT Properties Trust

400 Centre Street

Newton, MA 02458

Telecopier No.:  (617) 332-2261

Attention: President

or such other address as the Company may specify pursuant to the Indenture.

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

[I] [We] assign and transfer this Note to

                                                                                                    [Print or type assignee’s name, address and zip code]

                                                                                                   [Insert assignee’s soc. sec. or tax I.D. no.] and irrevocably

appoint                                                                                                                   to transfer this Note on the books of the

Company.  The agent may substitute another to act for him.

Date:
	Your Signature:
	[Sign exactly as your name appears on the face of this Note]
Signature Guarantee:
[The signature must be guaranteed by an officer of a participant in a recognized signature guarantee program. Notarized or witnessed signatures are not acceptable.]

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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,
	2007			2006		2006			2005		2004		2003		2002
Earnings:
Income before equity in earnings and gains (losses) on equity transactions of equity investments	$	64,622		$	61,926	$	131,157		$	138,869	$	117,386	$	90,921	$	88,923
Fixed charges	83,061			83,148		166,229			143,663		118,212		101,144		89,417
Distributions from equity investments	—			5,387		5,387			22,646		24,572		27,404		27,195
Capitalized interest	(489		)	—		(335		)	—		—		—		(3,057		)
Adjusted Earnings	$	147,194		$	150,461	$	302,438		$	305,178	$	260,170	$	219,469	$	202,478
Fixed Charges:
Interest expense (including amortization of note discounts and premiums and deferred financing fees)	$	82,572		$	83,148	$	165,894		$	143,663	$	118,212	$	101,144	$	86,360
Capitalized interest	489			—		335			—		—		—		3,057
Total Fixed Charges	$	83,061		$	83,148	$	166,229		$	143,663	$	118,212	$	101,144	$	89,417
Ratio of Earnings to Fixed Charges	1.8x			1.8x		1.8x			2.1x		2.2x		2.2x		2.3x

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,
	2007			2006		2006			2005		2004		2003		2002
Earnings:
Income before equity in earnings and gains (losses) on equity transactions of equity investments	$	64,622		$	61,926	$	131,157		$	138,869	$	117,386	$	90,921	$	88,923
Fixed charges before preferred distributions	83,061			83,148		166,229			143,663		118,212		101,144		89,417
Distributions from equity investments	—			5,387		5,387			22,646		24,572		27,404		27,195
Capitalized interest	(489		)	—		(335		)	—		—		—		(3,057		)
Adjusted Earnings	$	147,194		$	150,461	$	302,438		$	305,178	$	260,170	$	219,469	$	202,478
Fixed Charges and Preferred Distributions:
Interest expense (including amortization of note discounts and premiums and deferred financing fees)	$	82,572		$	83,148	$	165,894		$	143,663	$	118,212	$	101,144	$	86,360
Capitalized interest	489			—		335			—		—		—		3,057
Preferred distributions	30,802			20,742		44,692			46,000		46,000		46,000		27,625
Combined Fixed Charges and Preferred Distributions	$	113,863		$	103,890	$	210,921		$	189,663	$	164,212	$	147,144	$	117,042
Ratio of Earnings to Combined Fixed Charges and Preferred Distributions	1.3x			1.4x		1.4x			1.6x		1.6x		1.5x		1.7x

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, 2007	/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, 2007	/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, 2007	/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, 2007	/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 ended June 30, 2007 (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
Date:  August 8, 2007