10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-K/A

Amendment No. 2

x  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-11527

Hospitality Properties Trust

(Exact Name of Registrant as Specified in Its Charter)

	Maryland		04–3262075
	(State of Organization)		(IRS Employer Identification No.)
		400 Centre Street, Newton, Massachusetts 02458
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code 617-964-8389
Securities registered pursuant to Section 12(b) of the Act:

Title Of Each Class	Name Of Each Exchange On Which Registered
Common Shares of Beneficial Interest	New York Stock Exchange
Series B Cumulative Redeemable Preferred Shares of Beneficial Interest	New York Stock Exchange
Series C Cumulative Redeemable Preferred Shares of Beneficial Interest	New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

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, and (2) has been subject to such filing requirements for the past 90 days.

Yes x  No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

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

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o  (Do not check if a smaller reporting company)	Smaller reporting company 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

The aggregate market value of the voting shares of the registrant held by non-affiliates was $3.9 billion based on the $41.49 closing price per common share on the New York Stock Exchange on June 30, 2007. For purposes of this calculation, an aggregate of 334,756 common shares held directly or by affiliates of the trustees and officers of the registrant have been included in the number of shares held by affiliates.

Number of the registrant’s common shares outstanding as of February 26, 2008: 93,892,719.

In this Amendment No. 2 to Annual Report on Form 10-K, and unless the context otherwise requires, the terms “HPT,” “we,” “our” and “us” refer to Hospitality Properties Trust and its consolidated subsidiaries; and the term “TA” refers to TravelCenters of America LLC and its consolidated subsidiaries.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

We are filing this Amendment No. 2 to our Annual Report on Form 10-K, or Form 10-K/A, to amend Item 15 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, or the Annual Report, which was originally filed with the Securities and Exchange Commission, or the SEC, on February 28, 2008 and Amendment No. 1 filed with the SEC on April 3, 2008.

Item 15 of the Annual Report is amended to add summary cash flow information in addition to the summary financial information filed as Amendment No. 1 regarding TA for its fiscal years ended December 31, 2005, 2006 and 2007, as reported by that company in its Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2007.

In addition, we are filing or furnishing, as indicated in this Form 10-K/A, as exhibits certain currently dated certifications.

This amendment is limited in scope to the summary audited financial information described above and does not amend, update, or change any other items or disclosures contained in the Annual Report.  Accordingly, all other items that remain unaffected are omitted in this filing.  Except as described in the preceding paragraphs, we do not purport by this Form 10-K/A to update any of the information contained in the Annual Report.

2

Item 15.  Exhibits and Financial Statement Schedules

(a)Index to Financial Statements and Financial Statement Schedules

		Page
1.	The following consolidated financial statements and financial statement schedule of Hospitality Properties Trust are included on the pages indicated:
	Reports of Ernst & Young LLP, Independent Registered Public Accounting Firm	F-1
	Consolidated Balance Sheet as of December 31, 2007 and 2006	F-4
	Consolidated Statement of Income for each of the three years in the period ended December 31, 2007	F-5
	Consolidated Statement of Shareholders’ Equity for each of the three years in the period ended December 31, 2007	F-6
	Consolidated Statement of Cash Flows for each of the three years in the period ended December 31, 2007	F-7
	Notes to Consolidated Financial Statements	F-9
	Schedule III – Real Estate and Accumulated Depreciation as of December 31, 2007	S-1
2.	Summary Audited Financial Information for TravelCenters of America LLC for each of the three years in the period ended December 31, 2007	F-1/A
	Rent coverage ratios for TravelCenters of America LLC leases	F-2/A

All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions, or are inapplicable, and therefore have been omitted.

(b)          Exhibits

The following exhibits are filed or furnished with this Form 10-K/A:

Exhibit Number	Description
31.1	Rule 13a-14(a) Certification. (Filed herewith.)
31.2	Rule 13a-14(a) Certification. (Filed herewith.)
31.3	Rule 13a-14(a) Certification. (Filed herewith.)
31.4	Rule 13a-14(a) Certification. (Filed herewith.)
32.1	Section 1350 Certification. (Furnished herewith.)

Summary Audited Financial Information of Travel Centers of America LLC

The following table presents summary audited financial information for TA for its fiscal year ended December 31, 2007, as reported in its Annual Report on Form 10-K for the fiscal year ended December 31, 2007. Reference is made to Item 1 of our Annual Report on Form 10-K for our fiscal year ended December 31, 2007 for additional information with respect to our leases with TA.  Summary audited financial information is also included for TravelCenters of America, Inc., or TravelCenters, the predecessor of TA, for its fiscal years ended December 31, 2006 and 2005, and the one month ended January 31, 2007, as reported in TA’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007.

Summary Audited Financial Information of TravelCenters of America LLC and

TravelCenters of America, Inc.

(in thousands)

	TA			TravelCenters
	Eleven months ended			One month			Year ended December 31,
	December 31, 2007			ended January			2006			2005
Total revenues	$	5,813,475		$	352,682		$	4,783,514		$	4,075,296
Total cost of goods sold	5,056,201			298,172			4,123,444			3,450,780
Net (loss) income	(101,308		)	(22,048		)	31,033			(2,095		)
Current assets	746,014			—			266,954			230,401
Noncurrent assets	517,307			—			728,638			709,303
Current liabilities	567,783			—			199,495			193,762
Noncurrent liabilities	256,098			—			706,820			698,635
Total shareholders’ equity	439,440			—			75,874			45,372
Net cash provided by (used in) operating activities	(114,852		)	40,025			107,486			80,982
Net cash used in investing activities	(180,787		)	(7,141		)	(90,158		)	(83,798		)
Net cash provided by (used in) financing activities	199,337			(8,224		)	(9,573		)	4,476
Net increase (decrease) in cash	(96,133		)	24,653			7,750			1,701
Cash and cash equivalents at the beginning of the period	245,009			55,297			47,547			45,846
Cash and cash equivalents at the end of the period	148,876			79,950			55,297			47,547

References in this report to the Annual Report on Form 10-K for TA are included as textual references only, and the information in such Annual Report is not incorporated by reference into this report.

F-1/A

Rent Coverage Ratios for TravelCenters of America LLC Leases

The following table presents the rent coverage ratios, as defined below, for our two lease agreements with TA.  Reference is made to Item 1 of our Annual Report on Form 10-K for our fiscal year ended December 31, 2007 for additional information with respect to our TA lease agreements.

	Rent Coverage Ratios (1) As of or for the year ended December 31, 2007
TA (no. 1)	1.26	x
TA (no. 2)	1.08	x

(1)   We define rent coverage as combined total property sales minus all property level expenses which are not subordinated to minimum rent payments to us (which data is provided to us by our tenants), divided by the minimum rent payments due to us.  Amounts have been calculated using data for periods prior to our ownership of certain properties and prior to commencement of our lease agreements.

References in this report to the Annual Report on Form 10-K for TA are included as textual references only, and the information in such Annual Report is not incorporated by reference into this report.

F-2/A

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.

Hospitality Properties Trust
By:	/s/ John G. Murray
	John G. Murray
	President and Chief Operating Officer
	Dated: June 16, 2008

EX-31.1

Exhibit 31.1

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

I, Barry M. Portnoy, certify that:

1.	I have reviewed this Amendment No. 2 to Annual Report on Form 10-K of Hospitality 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; and
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.

Date: June 16, 2008	/s/ Barry M. Portnoy
	Barry M. Portnoy
	Managing Trustee

EX-31.2

Exhibit 31.2

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

I, Adam D. Portnoy, certify that:

1.	I have reviewed this Amendment No. 2 to Annual Report on Form 10-K of Hospitality 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; and
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.

Date: June 16, 2008	/s/ Adam D. Portnoy
	Adam D. Portnoy
	Managing Trustee

EX-31.3

Exhibit 31.3

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

I, John G. Murray, certify that:

1.	I have reviewed this Amendment No. 2 to Annual Report on Form 10-K of Hospitality 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; and
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.

Date: June 16, 2008	/s/ John G. Murray
	John G. Murray
	President and Chief Operating Officer

EX-31.4

Exhibit 31.4

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

I, Mark L. Kleifges, certify that:

1.	I have reviewed this Amendment No. 2 to Annual Report on Form 10-K of Hospitality 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; and
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.

Date: June 16, 2008	/s/ Mark L. Kleifges
	Mark L. Kleifges
	Treasurer and Chief Financial Officer

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 Hospitality Properties Trust (the “Company”) of the Amendment No. 2 to the Annual Report on Form 10-K for the period ending December 31, 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 G. Murray
Barry M. Portnoy	John G. Murray
Managing Trustee	President and Chief Operating Officer
/s/ Adam D. Portnoy	/s/ Mark L. Kleifges
Adam D. Portnoy	Mark L. Kleifges
Managing Trustee	Treasurer and Chief Financial Officer

Date:  June 16, 2008