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 6, 1994

                    Health and Retirement Properties Trust
                   (Exact name as specified in its charter)

                Maryland            1-9317           04-6558834
            (State or Other    (Commission File   (I.R.S. Employer
            Jurisdiction of        Number)         Identification
             Incorporation)                             No.)

                       400 Centre Street
                     Newton, Massachusetts                02158
            (Address of Principal Executive Offices)   (Zip Code)

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

                                Not Applicable
         (Former Name or Former Address, if Changed Since Last Report)


          Item 5.  Other Events.

                    On October 6, 1994, the Board of Trustees of
          Health and Retirement Properties Trust (the "Company")
          voted to amend the Company's Bylaws to: (a) delete
          requirements relating to the appointment of inspectors of
          election in advance of shareholder meetings; (b) specify
          advance notice procedures for the nomination of Trustees
          by shareholders and for shareholders to bring business
          before a shareholder meeting; (c) specify notice
          procedures in the event that a shareholder desires to
          request the call of a special meeting or proposes to
          solicit consents; (d) require that shareholders have at
          least 60 days to give or revoke written consents when
          action is being taken by shareholders without a meeting;
          and (e) permit notice of special meetings of the Trustees
          to be sent by mail, facsimile or telex.  On October 17,
          1994, the Board of Trustees adopted a further amendment
          to the Company's Bylaws exempting the Company from
          Maryland law provisions relating to shareholder approval
          of control share acquisitions, as permitted under
          Maryland law.
           
                    On October 17, 1994, the Board of Trustees of
          the Company also declared a dividend distribution of one
          right for each of the Company's outstanding Common Shares
          of beneficial interest, par value $.01 per share (the
          "Common Shares"), to holders of record of the Common
          Shares at the close of business on November 7, 1994. 
          Each Right entitles the registered holder to purchase
          from the Company one one-hundredth of a Preferred Share
          of beneficial interest, par value $.01 per share, of the
          Company (the "Preferred Shares") or in certain
          circumstances, to receive cash, property, Common Shares
          or other securities of the Company, at a Purchase Price
          of $50 per one one-hundredth of a Preferred Share,
          subject to adjustment (the "Rights").  The description
          and terms of the Rights are set forth in a Rights
          Agreement (the "Rights Agreement") between the Company
          and State Street Bank and Trust Company, as Rights Agent.

                    Initially, the Rights will be attached to all
          certificates representing the Common Shares and no
          separate Rights Certificates will be distributed.  The
          Rights will separate from the Common Shares and a
          Distribution Date will occur upon the earlier of (i) 10
          business days (or such later date as the Company's Board
          of Trustees may determine before a Distribution Date
          occurs) following a public announcement by the Company
          that a person or group of affiliated or associated
          persons, with certain exceptions (an "Acquiring Person"),
          has acquired, or has obtained the right to acquire,
          beneficial ownership of 10% or more of the outstanding
          Common Shares (the date of such announcement being the
          "Share Acquisition Date") or (ii) 10 business days (or
          such later date as the Company's Board of Trustees may
          determine before a Distribution Date occurs) following
          the commencement of a tender offer or exchange offer that
          would result in a person becoming an Acquiring Person.

                    Until the Distribution Date, (i) the Rights
          will be evidenced by the certificates for Common Shares
          and will be transferred with and only with such Common
          Share certificates, (ii) Common Share certificates will
          contain a notation incorporating the Rights Agreement by
          reference and (iii) the surrender for transfer of any
          certificates for Common Shares outstanding will also
          constitute the transfer of the Rights associated with the
          Common Shares represented by such certificates.

                    The Rights are not exercisable until the
          Distribution Date and will expire at the close of
          business on October 17, 2004, unless earlier redeemed or
          exchanged by the Company as described below.

                    As soon as practicable after the Distribution
          Date, Rights Certificates will be mailed to holders of
          record of the Common Shares as of the close of business
          on the Distribution Date and, from and after the
          Distribution Date, the separate Rights Certificates alone
          will represent the Rights.

                    In the event (a "Flip-In Event") a Person
          becomes an Acquiring Person (except pursuant to a tender
          or exchange offer for all outstanding Common Shares at a
          price and on terms which a majority of the Company's
          Outside Trustees (as defined in the Rights Agreement)
          determines to be fair to and otherwise in the best
          interests of the Company and its shareholders (a "fair
          offer")), each holder of a Right will thereafter have the
          right to receive, upon exercise of such Right, Common
          Shares (or, in certain circumstances, cash, property or
          other securities of the Company) having a Current Market
          Price (as defined in the Rights Agreement) equal to two
          times the exercise price of the Right.  Notwithstanding
          the foregoing, following the occurrence of any Flip-In
          Event, all Rights that are, or (under certain
          circumstances specified in the Rights Agreement) were,
          beneficially owned by any Acquiring Person (or by certain
          related parties) will be null and void in the
          circumstances set forth in the Rights Agreement. 
          However, Rights will not be exercisable following the
          occurrence of any Flip-In Event until such time as the
          Rights are no longer redeemable by the Company as set
          forth below.

                    For example, at an exercise price of $50 per
          Right, each Right not owned by an Acquiring Person (or by
          certain related parties) following a Flip-In Event would
          entitle its holder to purchase $100 worth of Common
          Shares (or other consideration, as noted above) for $50. 
          Assuming that the Common Shares had a Current Market
          Price of $12.50 at such time, the holder of each valid
          Right would be entitled to purchase 8 Common Shares for
          $50.

                    In the event (a "Flip-Over Event") that, at any
          time on or after the Share Acquisition Date, (i) the
          Company shall take part in a merger or other business
          combination transaction (other than certain mergers that
          follow a fair offer) and the Company shall not be the
          surviving entity or (ii) the Company shall take part in a
          merger or other business combination transaction in which
          the Common Shares are changed or exchanged (other than
          certain mergers that follow a fair offer) or (iii) 50% or
          more of the Company's assets or earning power is sold or
          transferred, each holder of a Right (except Rights which
          previously have been voided, as set forth above) shall
          thereafter have the right to receive, upon exercise, a
          number of shares of common stock of the acquiring company
          having a Current Market Price equal to two times the
          exercise price of the Right.  Flip-In Events and Flip-
          Over Events are collectively referred to as "Triggering
          Events."

                    The Purchase Price payable and the number of
          Preferred Shares (or the amount of cash, property or
          other securities) issuable upon exercise of the Rights
          are subject to adjustment from time to time to prevent
          dilution (i) in the event of a share dividend on, or a
          subdivision, combination or reclassification of, the
          Preferred Shares, (ii) if holders of the Preferred Shares
          are granted certain rights or warrants to subscribe for
          Preferred Shares or convertible securities at less than
          the Current Market Price of the Preferred Shares or
          (iii) upon the distribution to holders of the Preferred
          Shares of evidences of indebtedness or assets (excluding
          regular quarterly cash dividends) or of subscription
          rights or warrants (other than those referred to above).

                    With certain exceptions, no adjustment in the
          Purchase Price will be required until cumulative
          adjustments amount to at least 1% of the Purchase Price. 
          The Company is not required to issue fractional Preferred
          Shares upon the exercise of any Right or Rights evidenced
          hereby.  In lieu thereof, a cash payment may be made, as
          provided in the Rights Agreement.

                    At any time until 10 business days following
          the Share Acquisition Date, the Company may redeem the
          Rights in whole, but not in part, at a price of $.01 per
          Right, payable, at the option of the Company, in cash,
          Common Shares or other consideration as the Board of
          Trustees may determine.  Immediately upon the
          effectiveness of the action of the Company's Board of
          Trustees ordering redemption of the Rights, the Rights
          will terminate and the only right of the holders of
          Rights will be to receive the $.01 per Right redemption
          price.

                    Until a Right is exercised, the holder thereof,
          as such, will have no rights as a shareholder of the
          Company, including, without limitation, the right to vote
          or to receive dividends.  While the distribution of the
          Rights will not be taxable to shareholders or to the
          Company, shareholders may, depending upon the
          circumstances, recognize taxable income in the event that
          the Rights become exercisable for Common Shares (or cash,
          property or other securities) of the Company or for
          common stock of the acquiring company as set forth above.

                    The terms of the Rights, other than key
          financial terms and the date on which the Rights expire,
          may be amended by the Board of Trustees of the Company
          prior to the Distribution Date.  Thereafter, the
          provisions of the Rights Agreement may be amended by the
          Board of Trustees only in order to cure any ambiguity,
          defect or inconsistency, to make changes which do not
          adversely affect the interests of holders of Rights
          (excluding the interests of any Acquiring Person and
          certain other related parties) or to shorten or lengthen
          any time period under the Rights Agreement; provided,
          however, that no amendment to lengthen the time period
          governing redemption shall be made at such time as the
          Rights are not redeemable.

                    These summary descriptions of the Rights and
          the Amendments to the Company's Bylaws do not purport to
          be complete and are qualified in their entireties by
          reference to the Rights Agreement filed as Exhibit (4)
          hereto and the First Amendment and Restatement of Bylaws
          of the Company, dated as of October 17, 1994, which is
          filed as Exhibit (3)(ii) hereto.  Capitalized terms used
          and not defined herein have the meanings set forth in the
          Rights Agreement.

          Item 7.   Financial Statements, Pro Forma Financial
                    Information and Exhibits.

                    The exhibits filed with this report are set
          forth in the Exhibit Index below.


          SIGNATURE
               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.

          Date: October 20, 1994

                                        HEALTH AND RETIREMENT
                                         PROPERTIES TRUST

                                        By John G. Murray       
                                          Name: John G. Murray
                                          Title: Treasurer



                         EXHIBIT INDEX

          Exhibit No.         Description                         Page

          (3)(ii)   First Amendment and Restatement of
                    Bylaws of the Company, dated as of
                    October 17, 1994. 


          (4)       Rights Agreement, dated as of October 17, 
                    1994, between Health and Retirement Proper
                    ties Trust and State Street Bank and Trust 
                    Company, as Rights Agent. [Pursuant to the 
                    Rights Agreement, Rights Certificates will 
                    not be mailed until after the Distri-
                    bution Date (as defined in the Rights 
                    Agreement).]

          (20)      Form of letter to the Company's
                    shareholders.

          (99)      Press release issued by the Company on
                    October 17, 1994.
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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 6, 1994

                    Health and Retirement Properties Trust
                   (Exact name as specified in its charter)

                Maryland            1-9317           04-6558834
            (State or Other    (Commission File   (I.R.S. Employer
            Jurisdiction of        Number)         Identification
             Incorporation)                             No.)

                       400 Centre Street
                     Newton, Massachusetts                02158
            (Address of Principal Executive Offices)   (Zip Code)

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

                                Not Applicable
         (Former Name or Former Address, if Changed Since Last Report)

          Item 5.  Other Events.

                    On October 6, 1994, the Board of Trustees of
          Health and Retirement Properties Trust (the "Company")
          voted to amend the Company's Bylaws to: (a) delete
          requirements relating to the appointment of inspectors of
          election in advance of shareholder meetings; (b) specify
          advance notice procedures for the nomination of Trustees
          by shareholders and for shareholders to bring business
          before a shareholder meeting; (c) specify notice
          procedures in the event that a shareholder desires to
          request the call of a special meeting or proposes to
          solicit consents; (d) require that shareholders have at
          least 60 days to give or revoke written consents when
          action is being taken by shareholders without a meeting;
          and (e) permit notice of special meetings of the Trustees
          to be sent by mail, facsimile or telex.  On October 17,
          1994, the Board of Trustees adopted a further amendment
          to the Company's Bylaws exempting the Company from
          Maryland law provisions relating to shareholder approval
          of control share acquisitions, as permitted under
          Maryland law.
           
                    On October 17, 1994, the Board of Trustees of
          the Company also declared a dividend distribution of one
          right for each of the Company's outstanding Common Shares
          of beneficial interest, par value $.01 per share (the
          "Common Shares"), to holders of record of the Common
          Shares at the close of business on November 7, 1994. 
          Each Right entitles the registered holder to purchase
          from the Company one one-hundredth of a Preferred Share
          of beneficial interest, par value $.01 per share, of the
          Company (the "Preferred Shares") or in certain
          circumstances, to receive cash, property, Common Shares
          or other securities of the Company, at a Purchase Price
          of $50 per one one-hundredth of a Preferred Share,
          subject to adjustment (the "Rights").  The description
          and terms of the Rights are set forth in a Rights
          Agreement (the "Rights Agreement") between the Company
          and State Street Bank and Trust Company, as Rights Agent.

                    Initially, the Rights will be attached to all
          certificates representing the Common Shares and no
          separate Rights Certificates will be distributed.  The
          Rights will separate from the Common Shares and a
          Distribution Date will occur upon the earlier of (i) 10
          business days (or such later date as the Company's Board
          of Trustees may determine before a Distribution Date
          occurs) following a public announcement by the Company
          that a person or group of affiliated or associated
          persons, with certain exceptions (an "Acquiring Person"),
          has acquired, or has obtained the right to acquire,
          beneficial ownership of 10% or more of the outstanding
          Common Shares (the date of such announcement being the
          "Share Acquisition Date") or (ii) 10 business days (or
          such later date as the Company's Board of Trustees may
          determine before a Distribution Date occurs) following
          the commencement of a tender offer or exchange offer that
          would result in a person becoming an Acquiring Person.

                    Until the Distribution Date, (i) the Rights
          will be evidenced by the certificates for Common Shares
          and will be transferred with and only with such Common
          Share certificates, (ii) Common Share certificates will
          contain a notation incorporating the Rights Agreement by
          reference and (iii) the surrender for transfer of any
          certificates for Common Shares outstanding will also
          constitute the transfer of the Rights associated with the
          Common Shares represented by such certificates.

                    The Rights are not exercisable until the
          Distribution Date and will expire at the close of
          business on October 17, 2004, unless earlier redeemed or
          exchanged by the Company as described below.

                    As soon as practicable after the Distribution
          Date, Rights Certificates will be mailed to holders of
          record of the Common Shares as of the close of business
          on the Distribution Date and, from and after the
          Distribution Date, the separate Rights Certificates alone
          will represent the Rights.

                    In the event (a "Flip-In Event") a Person
          becomes an Acquiring Person (except pursuant to a tender
          or exchange offer for all outstanding Common Shares at a
          price and on terms which a majority of the Company's
          Outside Trustees (as defined in the Rights Agreement)
          determines to be fair to and otherwise in the best
          interests of the Company and its shareholders (a "fair
          offer")), each holder of a Right will thereafter have the
          right to receive, upon exercise of such Right, Common
          Shares (or, in certain circumstances, cash, property or
          other securities of the Company) having a Current Market
          Price (as defined in the Rights Agreement) equal to two
          times the exercise price of the Right.  Notwithstanding
          the foregoing, following the occurrence of any Flip-In
          Event, all Rights that are, or (under certain
          circumstances specified in the Rights Agreement) were,
          beneficially owned by any Acquiring Person (or by certain
          related parties) will be null and void in the
          circumstances set forth in the Rights Agreement. 
          However, Rights will not be exercisable following the
          occurrence of any Flip-In Event until such time as the
          Rights are no longer redeemable by the Company as set
          forth below.

                    For example, at an exercise price of $50 per
          Right, each Right not owned by an Acquiring Person (or by
          certain related parties) following a Flip-In Event would
          entitle its holder to purchase $100 worth of Common
          Shares (or other consideration, as noted above) for $50. 
          Assuming that the Common Shares had a Current Market
          Price of $12.50 at such time, the holder of each valid
          Right would be entitled to purchase 8 Common Shares for
          $50.

                    In the event (a "Flip-Over Event") that, at any
          time on or after the Share Acquisition Date, (i) the
          Company shall take part in a merger or other business
          combination transaction (other than certain mergers that
          follow a fair offer) and the Company shall not be the
          surviving entity or (ii) the Company shall take part in a
          merger or other business combination transaction in which
          the Common Shares are changed or exchanged (other than
          certain mergers that follow a fair offer) or (iii) 50% or
          more of the Company's assets or earning power is sold or
          transferred, each holder of a Right (except Rights which
          previously have been voided, as set forth above) shall
          thereafter have the right to receive, upon exercise, a
          number of shares of common stock of the acquiring company
          having a Current Market Price equal to two times the
          exercise price of the Right.  Flip-In Events and Flip-
          Over Events are collectively referred to as "Triggering
          Events."

                    The Purchase Price payable and the number of
          Preferred Shares (or the amount of cash, property or
          other securities) issuable upon exercise of the Rights
          are subject to adjustment from time to time to prevent
          dilution (i) in the event of a share dividend on, or a
          subdivision, combination or reclassification of, the
          Preferred Shares, (ii) if holders of the Preferred Shares
          are granted certain rights or warrants to subscribe for
          Preferred Shares or convertible securities at less than
          the Current Market Price of the Preferred Shares or
          (iii) upon the distribution to holders of the Preferred
          Shares of evidences of indebtedness or assets (excluding
          regular quarterly cash dividends) or of subscription
          rights or warrants (other than those referred to above).

                    With certain exceptions, no adjustment in the
          Purchase Price will be required until cumulative
          adjustments amount to at least 1% of the Purchase Price. 
          The Company is not required to issue fractional Preferred
          Shares upon the exercise of any Right or Rights evidenced
          hereby.  In lieu thereof, a cash payment may be made, as
          provided in the Rights Agreement.

                    At any time until 10 business days following
          the Share Acquisition Date, the Company may redeem the
          Rights in whole, but not in part, at a price of $.01 per
          Right, payable, at the option of the Company, in cash,
          Common Shares or other consideration as the Board of
          Trustees may determine.  Immediately upon the
          effectiveness of the action of the Company's Board of
          Trustees ordering redemption of the Rights, the Rights
          will terminate and the only right of the holders of
          Rights will be to receive the $.01 per Right redemption
          price.

                    Until a Right is exercised, the holder thereof,
          as such, will have no rights as a shareholder of the
          Company, including, without limitation, the right to vote
          or to receive dividends.  While the distribution of the
          Rights will not be taxable to shareholders or to the
          Company, shareholders may, depending upon the
          circumstances, recognize taxable income in the event that
          the Rights become exercisable for Common Shares (or cash,
          property or other securities) of the Company or for
          common stock of the acquiring company as set forth above.

                    The terms of the Rights, other than key
          financial terms and the date on which the Rights expire,
          may be amended by the Board of Trustees of the Company
          prior to the Distribution Date.  Thereafter, the
          provisions of the Rights Agreement may be amended by the
          Board of Trustees only in order to cure any ambiguity,
          defect or inconsistency, to make changes which do not
          adversely affect the interests of holders of Rights
          (excluding the interests of any Acquiring Person and
          certain other related parties) or to shorten or lengthen
          any time period under the Rights Agreement; provided,
          however, that no amendment to lengthen the time period
          governing redemption shall be made at such time as the
          Rights are not redeemable.

                    These summary descriptions of the Rights and
          the Amendments to the Company's Bylaws do not purport to
          be complete and are qualified in their entireties by
          reference to the Rights Agreement filed as Exhibit (4)
          hereto and the First Amendment and Restatement of Bylaws
          of the Company, dated as of October 17, 1994, which is
          filed as Exhibit (3)(ii) hereto.  Capitalized terms used
          and not defined herein have the meanings set forth in the
          Rights Agreement.

          Item 7.   Financial Statements, Pro Forma Financial
                    Information and Exhibits.

                    The exhibits filed with this report are set
          forth in the Exhibit Index below.

          SIGNATURE
               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.

          Date: October 20, 1994

                                        HEALTH AND RETIREMENT
                                         PROPERTIES TRUST

                                        By John G. Murray       
                                          Name: John G. Murray
                                          Title: Treasurer

                         EXHIBIT INDEX

          Exhibit No.         Description                         Page

          (3)(ii)   First Amendment and Restatement of
                    Bylaws of the Company, dated as of
                    October 17, 1994. 

          (4)       Rights Agreement, dated as of October 17, 
                    1994, between Health and Retirement Proper
                    ties Trust and State Street Bank and Trust 
                    Company, as Rights Agent. [Pursuant to the 
                    Rights Agreement, Rights Certificates will 
                    not be mailed until after the Distri-
                    bution Date (as defined in the Rights 
                    Agreement).]

          (20)      Form of letter to the Company's
                    shareholders.

          (99)      Press release issued by the Company on
                    October 17, 1994.