8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 15, 2007 (October 15, 2007)

HRPT PROPERTIES TRUST

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

1-9317	04-6558834
(Commission File Number)	(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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.  Other Events.

HRPT Properties Trust, or the Company, announced that it intends to commence a public offering of 9 million common shares of beneficial interest, or the Common Shares, all or a portion of the net proceeds of which may ultimately be used (together with other funds) to redeem all or a portion of its outstanding 8-3/4% Series B Cumulative Redeemable Preferred Shares, or Series B Preferred Shares, as more fully described in the Company’s proposed press release filed as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated by reference.

WARNING CONCERNING FORWARD LOOKING STATEMENTS

THIS REPORT CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL SECURITIES LAWS, INCLUDING WITH RESPECT TO THE COMPANY’S ISSUANCE OF THE COMMON SHARES.  THESE FORWARD LOOKING STATEMENTS ARE BASED UPON THE COMPANY’S PRESENT EXPECTATIONS, BUT THESE STATEMENTS AND THE IMPLICATIONS OF THESE STATEMENTS ARE NOT GUARANTEED.  FOR EXAMPLE, ALTHOUGH THIS REPORT REFERS TO AN OFFERING OF 9,000,000 COMMON SHARES BY THE COMPANY, MORE OR LESS THAN 9,000,000 COMMON SHARES MAY BE SOLD OR THIS OFFERING MAY BE WITHDRAWN AND THE PROCEEDS FROM ANY OFFERING MAY BE USED FOR PURPOSES OTHER THAN THOSE CURRENTLY EXPECTED, ALL DEPENDING UPON MARKET CONDITIONS OR FOR SOME OTHER REASON. YOU SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.

Item 9.01.  Financial Statements and Exhibits.

(d)           Exhibits.

The Company hereby files the following exhibit:

 99.1        Press release dated October 15, 2007

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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 hereunto duly authorized.

HRPT PROPERTIES TRUST
By:	/s/ John C. Popeo
	John C. Popeo
	Treasurer and Chief Financial Officer

Dated:  October 15, 2007

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EX-99.1

Exhibit 99.1

[HRPT Properties Trust Letterhead]

FOR IMMEDIATE RELEASE	Contact:
	Timothy A. Bonang,
	Manager of Investor Relations
	(617) 796-8149
	www.hrpreit.com

HRPT Properties Trust Offering 9,000,000 Common Shares

Newton, MA (October 15, 2007):  HRPT Properties Trust (NYSE: HRP) announced today that it has commenced a public offering of 9,000,000 common shares of beneficial interest.  HRP expects to use the proceeds, plus borrowings under its revolving credit facility, to redeem all or a portion of its $300 million outstanding 8.75% Series B preferred shares. The underwriters will be granted a 30-day option to purchase up to an additional 1,350,000 shares from HRP to cover overallotments, if any.

The joint book running managers for this offering are Morgan Stanley, RBC Capital Markets and UBS Investment Bank. The co-managers for this offering are Banc of America Securities LLC, Ferris, Baker Watts Incorporated, Janney Montgomery Scott LLC, Morgan Keegan & Company, Inc., Oppenheimer & Co. and Stifel Nicolaus.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that state or jurisdiction. Copies of the prospectus related to this offering may be obtained from the offices of Morgan Stanley & Co. Incorporated (Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014 or by email at prospectus@morganstanley.com) or from the offices of any of the other managing underwriters identified above.

THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL SECURITIES LAWS, INCLUDING WITH RESPECT TO HRP’S ISSUANCE OF SHARES AND ITS INTENDED USE OF PROCEEDS.  THESE FORWARD LOOKING STATEMENTS ARE BASED UPON HRP’S PRESENT EXPECTATIONS, BUT THESE STATEMENTS AND THE IMPLICATIONS OF THESE STATEMENTS ARE NOT GUARANTEED.  FOR EXAMPLE, ALTHOUGH THIS PRESS RELEASE REFERS TO AN OFFERING OF 9,000,000 HRP COMMON SHARES BY HRP, MORE OR LESS THAN 9,000,000 COMMON SHARES MAY BE SOLD OR THIS OFFERING MAY BE WITHDRAWN, AND THE PROCEEDS FROM ANY OFFERING MAY BE USED FOR PURPOSES OTHER THAN THOSE CURRENTLY EXPECTED, ALL DEPENDING UPON MARKET CONDITIONS OR FOR SOME OTHER REASON.  INVESTORS SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.

(end)

A Maryland Real Estate Investment Trust with transferable shares of beneficial interest listed on the New York Stock Exchange.
No shareholder, Trustee or officer is personally liable for any act or obligation of the Trust.