================================================================================

                       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): February 21, 1997

                          GROVE REAL ESTATE ASSET TRUST
             (Exact name of registrant as specified in its charter)

        Maryland                        1-13080                  06-1391084
----------------------------          -----------           -------------------
(State or other jurisdiction          (Commission              (IRS Employer
    of incorporation)                 File Number)           Identification No.)

 598 Asylum Avenue Hartford, Connecticut                           06105
--------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)

       Registrant's telephone number, including area code: (860) 246-1126

                                       N/A
         --------------------------------------------------------------
         (Former name or former address, if changed since last report.)

================================================================================
<PAGE>

Item 5. Other Events.

      On February 13, 1997, the Registrant filed a Proxy Statement with the
Securities and Exchange Commission (the "Proxy Statement") which contemplates
certain transactions (the "Consolidation Transactions") pursuant to which the
Registrant will become a self-administered and self-managed real estate
investment trust with control over a portfolio of 23 multi-family residential
projects and a neighborhood shopping center in the Northeastern United States.

      Pursuant to a private placement (the "Private Placement") of common shares
of beneficial interest, par value $0.01 per share (the "Common Shares"), the
Registrant will sell Common Shares totaling, in the aggregate, up to 3,333,333
Common Shares, and will grant certain registration rights with respect to such
securities. The price per Common Share in the Private Placement will be $9.00,
with total gross proceeds to the Registrant of up to $30.0 million (the "Maximum
Private Placement"). Consummation of the Consolidation Transactions is
conditioned upon, among other things, completion of the Private Placement
resulting in gross proceeds to the Registrant of not less than $17.5 million
(the "Minimum Private Placement"), the minimum gross proceeds necessary to fund
the Consolidation Transactions, assuming all limited partners of certain
Property Partnerships (as defined in the Proxy Statement) entitled to receive
cash in the Exchange Offer, dated December 2, 1996, from Grove Operating, L.P.
(the "Operating Partnership") to such limited partners in exchange for their
interests in such Property Partnerships elect to do so. To the extent that such
limited partners elect to receive units of beneficial interest in the Operating
Partnership (the "Common Units") in lieu of cash, such minimum condition could
be reduced (at a rate of $9.00 per Common Unit issued to such limited partners)
to as low as $15.0 million. The Registrant currently expects to receive gross
proceeds equal to the Maximum Private Placement ($30.0 million) in connection
with the Private Placement.

      The Securities Purchase Agreements to be entered into in connection with
the Private Placement contain representations and warranties by the Registrant
customary for transactions of this type, and each of the Registrant's and the
Private Placement investors' obligations to effect the closing for the
securities sales is subject to various conditions, including the condition
regarding minimum gross proceeds described above. The Registrant has agreed to
file six months after the completion of the Consolidation Transactions, and
generally keep continuously effective, a registration statement covering the
re-sale of Common Shares issued in the Private Placement. Such registration
rights will be subject to certain significant customary blackout provisions and
certain other limitations.

      Certain of the purchasers in the Private Placement will own in excess of
5% of the issued and outstanding Common Shares upon consummation of the
Consolidation Transactions (including the Private Placement). The Securities
Purchase Agreements entered into in connection with such significant investments
include additional terms in favor of the purchasers. See "SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS" below.


                                        2
<PAGE>

                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

      The following table sets forth the beneficial ownership of Common Shares
and Common Units by each person the Registrant expects will own beneficially
more than 5% of the issued and outstanding Common Shares and/or Common Units
immediately following, and giving effect to, the Consolidation Transactions,
assuming the issuance by the Registrant of 3,333,333 Common Shares in the New
Equity Investment (as defined in the Proxy Statement):

<TABLE>
<CAPTION>
                                                                                                            Percent of
                                                                                                             Class of
                                                 Amount and Nature of          Percent of                     Common
                                                 Beneficial Ownership           Class of                      Shares/
 Name and Address                          -------------------------------       Common       Percent of      Common
of Beneficial Owner                        Common Shares      Common Units       Shares      Common Units     Units*
--------------------                       -------------      ------------       -------     ------------     -------
<S>                                          <C>               <C>                 <C>           <C>           <C> 
Damon D. Navarro ..................          32,585(1)         288,269(1)          0.8%          5.0%          5.5%
   598 Asylum Avenue
   Hartford, CT 06105

Brian A. Navarro ..................          30,215(1)         280,715(1)          0.8%          4.8%          5.4%
   598 Asylum Avenue
   Hartford, CT 06105

Grove Property Services Limited
    Partnership ...................            --              687,076(2)          --           11.8%         11.8%
   598 Asylum Avenue
   Hartford, CT 06105

Morgan Stanley Group Inc. .........
   1221 Avenue of the Americas
   22nd Floor .....................         777,778(3)            --              19.7%          --           13.4%
   New York, NY 10020

Oregon Public Employees'
Retirement Fund, by ABKB/LaSalle
Securities
Limited, as agent for Oregon Public
Employees' Retirement Fund ........         391,392(4)            --               9.9%          --            6.7%
    100 East Pratt Street
    20th Floor
    Baltimore, MD 21202
</TABLE>

----------
*     Gives effect to the exchange of all Common Units for Common Shares on a
      one-for-one basis.

(1)   Beneficial ownership of the Common Units held by certain companies and
      individuals which are affiliated with the Registrant (the "Grove
      Companies") has been attributed to such individuals based solely on their
      respective pro rata ownership interests in the equity of the entities
      included in the Grove Companies. However, because of their ability to
      control certain voting and/or investment decisions of the entities
      included in the Grove Companies, Damon and/or Brian Navarro may be deemed
      to have beneficial ownership of all of the Common Units held by certain of
      the Grove Companies pursuant to Regulation 13d-3 promulgated by the
      Securities and Exchange Commission under the Securities Exchange Act of
      1934, as amended. See Note (2) below.

(2)   Includes the Common Units that may be held by Grove Properties Services
      Limited Partnership, rather than by individuals, upon consummation of the
      Consolidation Transactions. These Common Units are also


                                        3
<PAGE>

      included in the beneficial ownership of Damon and Brian Navarro to the
      extent of their equity ownership of Grove Properties Services Limited
      Partnership.

(3)   The Common Shares beneficially owned by Morgan Stanley Group Inc. ("Morgan
      Stanley") may be held in investor accounts over which Morgan Stanley has
      discretionary authority. Pursuant to the Securities Purchase Agreement
      entered into with Morgan Stanley in connection with its purchase of Common
      Shares in the New Equity Investment, the Registrant has (i) agreed to
      permit Morgan Stanley to nominate one member of the Board of Trust
      Managers of the Registrant and (ii) granted to Morgan Stanley certain
      preemptive rights in connection with future issuances (with certain
      exceptions) by the Registrant of Common Shares and other securities
      convertible into Common Shares ("Convertible Securities"); the preemptive
      right is to purchase (a) in the case of the issuance by the Registrant of
      Convertible Securities, up to the Percentage Amount of such Convertible
      Securities and (b) in the case of the issuance by the Registrant of Common
      Shares, a number of Common Shares up to that number of Common Shares such
      that Morgan Stanley's ownership, following such issuance, would continue
      to be the Percentage Amount of the issued and outstanding Common Shares
      plus then-exercisable "in-the-money" employee stock options. For the
      purposes of Morgan Stanley's Securities Purchase Agreement and the
      preemptive rights described in the preceding sentence, "Percentage Amount"
      means 20%, except in the case of any proposed issuance of Common Shares
      for less than $9.00 per share or any Convertible Securities where the
      initial conversion, exchange or exercise price, as the case may be, is
      less than $9.00 per Common Share, in which case the "Percentage Amount"
      means 25%. Morgan Stanley will retain the right to nominate a director and
      the preemptive rights described above until the earlier of (i) Morgan
      Stanley and its affiliates ceasing to own at least 10% of the issued and
      outstanding Common Shares and (ii) the Registrant consummating an
      underwritten public offering of Common Shares yielding gross proceeds of
      at least $40.0 million.

(4)   Pursuant to the Securities Purchase Agreement entered into with the Oregon
      Public Employees' Retirement Fund, by ABKB/LaSalle Securities Limited, as
      agent for the Oregon Public Employees' Retirement Fund ("ABKB/LaSalle") in
      connection with its purchase of Common Shares in the New Equity
      Investment, the Registrant has granted to ABKB/LaSalle certain preemptive
      rights in connection with future issuances (with certain exceptions) by
      the Registrant of Common Shares and Convertible Securities; the preemptive
      right is to purchase (a) in the case of the issuance by the Registrant of
      Convertible Securities, up to 9.9% of such Convertible Securities and (b)
      in the case of the issuance by the Registrant of Common Shares, a number
      of Common Shares up to that number of Common Shares such that
      ABKB/LaSalle's ownership would continue to be 9.9% of the issued and
      outstanding Common Shares following such issuance. ABKB/LaSalle will
      retain the preemptive rights described above until the earlier of (i)
      ABKB/LaSalle and its affiliates ceasing to own at least 5.0% of the issued
      and outstanding Common Shares and (ii) the Registrant consummating an
      underwritten public offering of Common Shares yielding gross proceeds of
      at least $40.0 million.


                                        4
<PAGE>

                                   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.

                                        GROVE REAL ESTATE ASSET TRUST


Date: February 24, 1997                 /s/ Damon Navarro
                                        -------------------------------
                                        Damon Navarro
                                        President


                                        5
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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): February 21, 1997

                          GROVE REAL ESTATE ASSET TRUST
             (Exact name of registrant as specified in its charter)

        Maryland                        1-13080                  06-1391084
----------------------------          -----------           -------------------
(State or other jurisdiction          (Commission              (IRS Employer
    of incorporation)                 File Number)           Identification No.)

 598 Asylum Avenue Hartford, Connecticut                           06105
--------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)

       Registrant's telephone number, including area code: (860) 246-1126

                                       N/A
         --------------------------------------------------------------
         (Former name or former address, if changed since last report.)

================================================================================
Item 5. Other Events.

      On February 13, 1997, the Registrant filed a Proxy Statement with the
Securities and Exchange Commission (the "Proxy Statement") which contemplates
certain transactions (the "Consolidation Transactions") pursuant to which the
Registrant will become a self-administered and self-managed real estate
investment trust with control over a portfolio of 23 multi-family residential
projects and a neighborhood shopping center in the Northeastern United States.

      Pursuant to a private placement (the "Private Placement") of common shares
of beneficial interest, par value $0.01 per share (the "Common Shares"), the
Registrant will sell Common Shares totaling, in the aggregate, up to 3,333,333
Common Shares, and will grant certain registration rights with respect to such
securities. The price per Common Share in the Private Placement will be $9.00,
with total gross proceeds to the Registrant of up to $30.0 million (the "Maximum
Private Placement"). Consummation of the Consolidation Transactions is
conditioned upon, among other things, completion of the Private Placement
resulting in gross proceeds to the Registrant of not less than $17.5 million
(the "Minimum Private Placement"), the minimum gross proceeds necessary to fund
the Consolidation Transactions, assuming all limited partners of certain
Property Partnerships (as defined in the Proxy Statement) entitled to receive
cash in the Exchange Offer, dated December 2, 1996, from Grove Operating, L.P.
(the "Operating Partnership") to such limited partners in exchange for their
interests in such Property Partnerships elect to do so. To the extent that such
limited partners elect to receive units of beneficial interest in the Operating
Partnership (the "Common Units") in lieu of cash, such minimum condition could
be reduced (at a rate of $9.00 per Common Unit issued to such limited partners)
to as low as $15.0 million. The Registrant currently expects to receive gross
proceeds equal to the Maximum Private Placement ($30.0 million) in connection
with the Private Placement.

      The Securities Purchase Agreements to be entered into in connection with
the Private Placement contain representations and warranties by the Registrant
customary for transactions of this type, and each of the Registrant's and the
Private Placement investors' obligations to effect the closing for the
securities sales is subject to various conditions, including the condition
regarding minimum gross proceeds described above. The Registrant has agreed to
file six months after the completion of the Consolidation Transactions, and
generally keep continuously effective, a registration statement covering the
re-sale of Common Shares issued in the Private Placement. Such registration
rights will be subject to certain significant customary blackout provisions and
certain other limitations.

      Certain of the purchasers in the Private Placement will own in excess of
5% of the issued and outstanding Common Shares upon consummation of the
Consolidation Transactions (including the Private Placement). The Securities
Purchase Agreements entered into in connection with such significant investments
include additional terms in favor of the purchasers. See "SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS" below.

                                        2
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

      The following table sets forth the beneficial ownership of Common Shares
and Common Units by each person the Registrant expects will own beneficially
more than 5% of the issued and outstanding Common Shares and/or Common Units
immediately following, and giving effect to, the Consolidation Transactions,
assuming the issuance by the Registrant of 3,333,333 Common Shares in the New
Equity Investment (as defined in the Proxy Statement):
Percent of
                                                                                                             Class of
                                                 Amount and Nature of          Percent of                     Common
                                                 Beneficial Ownership           Class of                      Shares/
 Name and Address                          -------------------------------       Common       Percent of      Common
of Beneficial Owner                        Common Shares      Common Units       Shares      Common Units     Units*
--------------------                       -------------      ------------       -------     ------------     -------
Damon D. Navarro ..................          32,585(1)         288,269(1)          0.8%          5.0%          5.5%
   598 Asylum Avenue
   Hartford, CT 06105

Brian A. Navarro ..................          30,215(1)         280,715(1)          0.8%          4.8%          5.4%
   598 Asylum Avenue
   Hartford, CT 06105

Grove Property Services Limited
    Partnership ...................            --              687,076(2)          --           11.8%         11.8%
   598 Asylum Avenue
   Hartford, CT 06105

Morgan Stanley Group Inc. .........
   1221 Avenue of the Americas
   22nd Floor .....................         777,778(3)            --              19.7%          --           13.4%
   New York, NY 10020

Oregon Public Employees'
Retirement Fund, by ABKB/LaSalle
Securities
Limited, as agent for Oregon Public
Employees' Retirement Fund ........         391,392(4)            --               9.9%          --            6.7%
    100 East Pratt Street
    20th Floor
    Baltimore, MD 21202
----------
*     Gives effect to the exchange of all Common Units for Common Shares on a
      one-for-one basis.

(1)   Beneficial ownership of the Common Units held by certain companies and
      individuals which are affiliated with the Registrant (the "Grove
      Companies") has been attributed to such individuals based solely on their
      respective pro rata ownership interests in the equity of the entities
      included in the Grove Companies. However, because of their ability to
      control certain voting and/or investment decisions of the entities
      included in the Grove Companies, Damon and/or Brian Navarro may be deemed
      to have beneficial ownership of all of the Common Units held by certain of
      the Grove Companies pursuant to Regulation 13d-3 promulgated by the
      Securities and Exchange Commission under the Securities Exchange Act of
      1934, as amended. See Note (2) below.

(2)   Includes the Common Units that may be held by Grove Properties Services
      Limited Partnership, rather than by individuals, upon consummation of the
      Consolidation Transactions. These Common Units are also

                                        3
included in the beneficial ownership of Damon and Brian Navarro to the
      extent of their equity ownership of Grove Properties Services Limited
      Partnership.

(3)   The Common Shares beneficially owned by Morgan Stanley Group Inc. ("Morgan
      Stanley") may be held in investor accounts over which Morgan Stanley has
      discretionary authority. Pursuant to the Securities Purchase Agreement
      entered into with Morgan Stanley in connection with its purchase of Common
      Shares in the New Equity Investment, the Registrant has (i) agreed to
      permit Morgan Stanley to nominate one member of the Board of Trust
      Managers of the Registrant and (ii) granted to Morgan Stanley certain
      preemptive rights in connection with future issuances (with certain
      exceptions) by the Registrant of Common Shares and other securities
      convertible into Common Shares ("Convertible Securities"); the preemptive
      right is to purchase (a) in the case of the issuance by the Registrant of
      Convertible Securities, up to the Percentage Amount of such Convertible
      Securities and (b) in the case of the issuance by the Registrant of Common
      Shares, a number of Common Shares up to that number of Common Shares such
      that Morgan Stanley's ownership, following such issuance, would continue
      to be the Percentage Amount of the issued and outstanding Common Shares
      plus then-exercisable "in-the-money" employee stock options. For the
      purposes of Morgan Stanley's Securities Purchase Agreement and the
      preemptive rights described in the preceding sentence, "Percentage Amount"
      means 20%, except in the case of any proposed issuance of Common Shares
      for less than $9.00 per share or any Convertible Securities where the
      initial conversion, exchange or exercise price, as the case may be, is
      less than $9.00 per Common Share, in which case the "Percentage Amount"
      means 25%. Morgan Stanley will retain the right to nominate a director and
      the preemptive rights described above until the earlier of (i) Morgan
      Stanley and its affiliates ceasing to own at least 10% of the issued and
      outstanding Common Shares and (ii) the Registrant consummating an
      underwritten public offering of Common Shares yielding gross proceeds of
      at least $40.0 million.

(4)   Pursuant to the Securities Purchase Agreement entered into with the Oregon
      Public Employees' Retirement Fund, by ABKB/LaSalle Securities Limited, as
      agent for the Oregon Public Employees' Retirement Fund ("ABKB/LaSalle") in
      connection with its purchase of Common Shares in the New Equity
      Investment, the Registrant has granted to ABKB/LaSalle certain preemptive
      rights in connection with future issuances (with certain exceptions) by
      the Registrant of Common Shares and Convertible Securities; the preemptive
      right is to purchase (a) in the case of the issuance by the Registrant of
      Convertible Securities, up to 9.9% of such Convertible Securities and (b)
      in the case of the issuance by the Registrant of Common Shares, a number
      of Common Shares up to that number of Common Shares such that
      ABKB/LaSalle's ownership would continue to be 9.9% of the issued and
      outstanding Common Shares following such issuance. ABKB/LaSalle will
      retain the preemptive rights described above until the earlier of (i)
      ABKB/LaSalle and its affiliates ceasing to own at least 5.0% of the issued
      and outstanding Common Shares and (ii) the Registrant consummating an
      underwritten public offering of Common Shares yielding gross proceeds of
      at least $40.0 million.

                                        4
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.

                                        GROVE REAL ESTATE ASSET TRUST

Date: February 24, 1997                 /s/ Damon Navarro
                                        -------------------------------
                                        Damon Navarro
                                        President

                                        5