As filed with the Securities and Exchange Commission on August 13 , 2002.
                                                    Registration No. __________
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                             ----------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------

                    HERITAGE PROPERTY INVESTMENT TRUST, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                    MARYLAND
         (State or Other Jurisdiction of Incorporation or Organization)

                                   04-3474810
                      (I.R.S. Employer Identification No.)

          535 BOYLSTON STREET, BOSTON, MA                       02116
      (Address of Principal Executive Offices)                (Zip Code)
                             ----------------------

   HERITAGE PROPERTY INVESTMENT TRUST, INC. AMENDED AND RESTATED 2000 EQUITY
                                INCENTIVE PLAN
                            (Full Title of the Plan)
                             ----------------------

                             THOMAS C. PRENDERGAST
                     President and Chief Executive Officer
                    Heritage Property Investment Trust, Inc.
                              535 Boylston Street
                                Boston, MA 02116
                    (Name and Address of Agent for Service)

                                 (617) 247-2200
          Telephone Number, Including Area Code, of Agent For Service
                             ----------------------

                                with copies to:

                              VICTOR J. PACI, ESQ.
                           STEPHEN H. FABERMAN, ESQ.
                             BINGHAM MCCUTCHEN LLP
                               150 Federal Street
                          Boston, Massachusetts 02110
                           Telephone: (617) 951-8000
                            Telecopy: (617) 951-8736

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

<S>                                       <C>                <C>               <C>                <C>
=================================================================================================================
                                                              Proposed          Proposed
              Title Of                                        Maximum           Maximum
             Securities                     Amount            Offering         Aggregate           Amount Of
               To Be                         To Be           Price Per          Offering          Registration
             Registered                   Registered         Share (1)           Price                Fee
===================================== ==================== =============== =================== ===================
Common Stock,                              3,600,000           $25.00         $90,000,000            $8,280
$0.001 par value per share
===================================== ==================== =============== =================== ===================
</TABLE>

(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(h) under the Securities Act of 1933, as amended.


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         All information required by Part I to be contained in the prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by Heritage Property Investment Trust,
Inc. (the "Registrant") with the Securities and Exchange Commission (the "SEC")
are hereby incorporated by reference in this Registration Statement:

         (a)      The Registrant's prospectus, filed with the SEC on April 24,
                  2002 pursuant to Rule 424(b) under the Securities Act of
                  1933, as amended (the "Securities Act"), that contains
                  audited financial statements for the Registrant's latest
                  fiscal year for which such statements have been filed.

         (b)      The description of the Registrant's Common Stock, $0.001 par
                  value per share, contained in the Registrant's Registration
                  Statement on Form 8-A, as filed with the SEC on April 10,
                  2002, under Section 12(b) of the Securities Exchange Act of
                  1934, as amended (the "Exchange Act"), including any
                  amendment or report filed for the purpose of updating such
                  description.

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all of such securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS OR COUNSEL.

         As of August 13, 2002, attorneys at Bingham McCutchen LLP, counsel to
the Registrant, owned an aggregate of 6,900 shares of the Registrant's Common
Stock. Victor J. Paci, a partner at Bingham McCutchen LLP, is the Secretary of
the Registrant. Stephen H. Faberman, a partner at Bingham McCutchen LLP, is an
Assistant Secretary of the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Articles of Amendment and Restatement (Third) of the Registrant
contain a provision permitted under Maryland General Corporation Law
eliminating, with limited exceptions, each director's and officer's personal
liability for monetary damages for breach of any duty as a director or officer.
In addition, the Registrant's charter documents require the Registrant to
indemnify its directors and officers from specified liabilities and expenses,
as well as advancement of costs, expenses and attorneys' fees, to the fullest
extent permitted under Maryland General Corporation Law. These rights are
contract rights fully enforceable by each beneficiary of those rights, and are
in addition to, and not exclusive of, any other right to indemnification.


<PAGE>

         In addition, the Registrant's directors and officers are indemnified
for specified liabilities and expenses pursuant to the partnership agreements
of Heritage Property Investment Limited Partnership and Bradley Operating
Limited Partnership, two partnerships in which the Registrant serves, directly
or indirectly, as sole general partner.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following exhibits are part of this Registration Statement:

         4.1      Articles of Amendment and Restatement (Third) of the
                  Registrant. (Incorporated by reference to Exhibit 3.1 to the
                  Registrant's Registration Statement on Form S-11
                  (Registration No. 333-69118), filed on September 7, 2001, as
                  amended.)

         4.2      Amended and Restated By-Laws of the Registrant. (Incorporated
                  by reference to Exhibit 3.2 to the Registrant's Registration
                  Statement on Form S-11 (Registration No. 333-69118), filed on
                  September 7, 2001, as amended.)

         4.3      Heritage Property Investment Trust, Inc. Amended and Restated
                  2000 Equity Incentive Plan. (Incorporated by reference to
                  Exhibit 10.8 to the Registrant's Registration Statement on
                  Form S-11 (Registration No. 333-69118), filed on September 7,
                  2001, as amended.)

         5        Opinion of Ballard Spahr Andrews & Ingersoll, LLP with
                  respect to the legality of the shares being registered.

         23.1     Consent of Ballard Spahr Andrews & Ingersoll, LLP (included
                  in Exhibit 5).

         23.2     Consent of KPMG LLP

         24       Power of Attorney (included on the signature pages of this
                  Registration Statement).


ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement to include any material information with respect to
                  the plan of distribution not previously disclosed in this
                  Registration Statement or any material change to such
                  information in this Registration Statement;

         (2)      That, for the purpose of determining any liability under the
                  Securities Act, each such post-effective amendment shall be
                  deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial
                  bona fide offering thereof;

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered that remain
                  unsold at the termination of the offering;


<PAGE>

         (4)      That, for purposes of determining any liability under the
                  Securities Act, each filing of the Registrant's annual report
                  pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
                  where applicable, each filing of an employee benefit plan's
                  annual report pursuant to Section 15(d) of the Exchange Act)
                  that is incorporated by reference in this Registration
                  Statement shall be deemed to be a new registration statement
                  relating to the securities offered therein, and the offering
                  of such securities at that time shall be deemed to be the
                  initial bona fide offering thereof; and

         (5)      Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers and
                  controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that in the opinion of the SEC such indemnification
                  is against public policy as expressed in the Securities Act
                  and is, therefore, unenforceable. In the event that a claim
                  for indemnification against such liabilities (other than the
                  payment by the Registrant of expenses incurred or paid by a
                  director, officer or controlling person of the Registrant in
                  the successful defense of any action, suit or proceeding) is
                  asserted by such director, officer or controlling person in
                  connection with the securities being registered, the
                  Registrant will, unless in the opinion of its counsel the
                  matter has been settled by controlling precedent, submit to a
                  court of appropriate jurisdiction the question whether such
                  indemnification by it is against public policy as expressed
                  in the Securities Act and will be governed by the final
                  adjudication of such issue.


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, State of
Massachusetts, on this 13th day of August 2002.

                             HERITAGE PROPERTY INVESTMENT TRUST, INC.


                             By:  /s/Thomas C. Prendergast
                                 ------------------------------------------
                                       Thomas C. Prendergast
                                       President and Chief Executive Officer


                        POWER OF ATTORNEY AND SIGNATURES

         Each person whose signature appears below hereby appoints Thomas C.
Prendergast his/her true and lawful attorney-in-fact with the authority to
execute in the name of each such person, and to file with the Securities and
Exchange Commission, together with any exhibits thereto and other documents
therewith, any and all amendments (including without limitation post-effective
amendments) to this Registration Statement on Form S-8 necessary or advisable
to enable the Registrant to comply with the Securities Act of 1933, as amended,
and any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, which amendments may make such other changes in
the Registration Statement as the aforesaid attorney-in-fact executing the same
deems appropriate.

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

<S>                                                  <C>                                     <C>
Signature                                            Title                                        Date


/s/Thomas C. Prendergast                             President and Chief Executive           August 13, 2002
--------------------------------------------           Officer, Director (principal
           Thomas C. Prendergast                       executive officer)



/s/David G. Gaw                                      Senior Vice President, Chief            August 13, 2002
--------------------------------------------            Financial Officer and Treasurer
           David G. Gaw                                 (principal financial officer)



/s/Patrick O'Sullivan                                Vice President of Finance and           August 13, 2002
--------------------------------------------            Assistant Treasurer (principal
           Patrick O'Sullivan                           accounting officer)



/s/Joseph L. Barry
--------------------------------------------
           Joseph L. Barry                           Director                                August 13, 2002


/s/David W. Laughton
--------------------------------------------
           David W. Laughton                         Director                                August 13, 2002



<PAGE>

/s/William M. Vaughn
--------------------------------------------
           William M. Vaughn, III                    Director                                August 13, 2002


/s/Bernard Cammarata
           Bernard Cammarata                         Director                                August 13, 2002


/s/Robert Falzon
           Robert Falzon                             Director                                August 13, 2002



           Paul V. Walsh                             Director                                August __, 2002


/s/Robert J. Watson
--------------------------------------------
           Robert J. Watson                          Director                                August 13, 2002


/s/Kenneth K. Quigley, Jr.
--------------------------------------------
           Kenneth K. Quigley, Jr.                   Director                                August 13, 2002


/s/Kevin C. Phelan
--------------------------------------------
           Kevin C. Phelan                           Director                                August 13, 2002


/s/Richard C. Garrison
--------------------------------------------
           Richard C. Garrison                       Director                                August 13, 2002

</TABLE>


<PAGE>


                                 EXHIBIT INDEX

Exhibit No.                        Description of Documents

    4.1           Articles of Amendment and Restatement (Third) of the
                  Registrant. (Incorporated by reference to Exhibit 3.1 to
                  the Registrant's Registration Statement on Form S-11
                  (Registration No. 333-69118), filed on September 7, 2001, as
                  amended.)

    4.2           Amended and Restated By-Laws of the Registrant. (Incorporated
                  by reference to Exhibit 3.2 to the Registrant's
                  Registration Statement on Form S-11 (Registration No.
                  333-69118), filed on September 7, 2001, as amended.)

    4.3           Heritage Property Investment Trust, Inc. Amended and Restated
                  2000 Equity Incentive Plan. (Incorporated by reference to
                  Exhibit 10.8 to the Registrant's Registration Statement on
                  Form S-11 (Registration No. 333-69118), filed on September 7,
                  2001, as amended.)

    5             Opinion of Ballard Spahr Andrews & Ingersoll, LLP with
                  respect to the legality of the shares being registered.


    23.1          Consent of Ballard Spahr Andrews & Ingersoll, LLP (included
                  in Exhibit 5)

    23.2          Consent of KPMG LLP.

    24            Power of Attorney (included on the signature pages of this
                  Registration Statement).
[{"type": "S-8", "sequence": "1", "filename": "a1119116.txt", "description": "FORM S-8", "secsgml_size_bytes": 18282}]
{"company-data": {"conformed-name": "HERITAGE PROPERTY INVESTMENT TRUST INC", "cik": "0001158265", "assigned-sic": "6798", "irs-number": "043474810", "state-of-incorporation": "MD"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-97993", "film-number": "02728359"}, "business-address": {"street1": "535 BOYLSTON STREET", "city": "BOSTON", "state": "MA", "zip": "02116", "phone": "6172472200"}, "mail-address": {"street1": "535 BOYLSTON STREET", "city": "BOSTON", "state": "MA", "zip": "02116"}}
As filed with the Securities and Exchange Commission on August 13 , 2002.
                                                    Registration No. __________
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                             ----------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------

                    HERITAGE PROPERTY INVESTMENT TRUST, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                    MARYLAND
         (State or Other Jurisdiction of Incorporation or Organization)

                                   04-3474810
                      (I.R.S. Employer Identification No.)

          535 BOYLSTON STREET, BOSTON, MA                       02116
      (Address of Principal Executive Offices)                (Zip Code)
                             ----------------------

   HERITAGE PROPERTY INVESTMENT TRUST, INC. AMENDED AND RESTATED 2000 EQUITY
                                INCENTIVE PLAN
                            (Full Title of the Plan)
                             ----------------------

                             THOMAS C. PRENDERGAST
                     President and Chief Executive Officer
                    Heritage Property Investment Trust, Inc.
                              535 Boylston Street
                                Boston, MA 02116
                    (Name and Address of Agent for Service)

                                 (617) 247-2200
          Telephone Number, Including Area Code, of Agent For Service
                             ----------------------

                                with copies to:

                              VICTOR J. PACI, ESQ.
                           STEPHEN H. FABERMAN, ESQ.
                             BINGHAM MCCUTCHEN LLP
                               150 Federal Street
                          Boston, Massachusetts 02110
                           Telephone: (617) 951-8000
                            Telecopy: (617) 951-8736

                        CALCULATION OF REGISTRATION FEE
=================================================================================================================
                                                              Proposed          Proposed
              Title Of                                        Maximum           Maximum
             Securities                     Amount            Offering         Aggregate           Amount Of
               To Be                         To Be           Price Per          Offering          Registration
             Registered                   Registered         Share (1)           Price                Fee
===================================== ==================== =============== =================== ===================
Common Stock,                              3,600,000           $25.00         $90,000,000            $8,280
$0.001 par value per share
===================================== ==================== =============== =================== ===================
(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(h) under the Securities Act of 1933, as amended.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         All information required by Part I to be contained in the prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by Heritage Property Investment Trust,
Inc. (the "Registrant") with the Securities and Exchange Commission (the "SEC")
are hereby incorporated by reference in this Registration Statement:

         (a)      The Registrant's prospectus, filed with the SEC on April 24,
                  2002 pursuant to Rule 424(b) under the Securities Act of
                  1933, as amended (the "Securities Act"), that contains
                  audited financial statements for the Registrant's latest
                  fiscal year for which such statements have been filed.

         (b)      The description of the Registrant's Common Stock, $0.001 par
                  value per share, contained in the Registrant's Registration
                  Statement on Form 8-A, as filed with the SEC on April 10,
                  2002, under Section 12(b) of the Securities Exchange Act of
                  1934, as amended (the "Exchange Act"), including any
                  amendment or report filed for the purpose of updating such
                  description.

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all of such securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS OR COUNSEL.

         As of August 13, 2002, attorneys at Bingham McCutchen LLP, counsel to
the Registrant, owned an aggregate of 6,900 shares of the Registrant's Common
Stock. Victor J. Paci, a partner at Bingham McCutchen LLP, is the Secretary of
the Registrant. Stephen H. Faberman, a partner at Bingham McCutchen LLP, is an
Assistant Secretary of the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Articles of Amendment and Restatement (Third) of the Registrant
contain a provision permitted under Maryland General Corporation Law
eliminating, with limited exceptions, each director's and officer's personal
liability for monetary damages for breach of any duty as a director or officer.
In addition, the Registrant's charter documents require the Registrant to
indemnify its directors and officers from specified liabilities and expenses,
as well as advancement of costs, expenses and attorneys' fees, to the fullest
extent permitted under Maryland General Corporation Law. These rights are
contract rights fully enforceable by each beneficiary of those rights, and are
in addition to, and not exclusive of, any other right to indemnification.
In addition, the Registrant's directors and officers are indemnified
for specified liabilities and expenses pursuant to the partnership agreements
of Heritage Property Investment Limited Partnership and Bradley Operating
Limited Partnership, two partnerships in which the Registrant serves, directly
or indirectly, as sole general partner.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following exhibits are part of this Registration Statement:

         4.1      Articles of Amendment and Restatement (Third) of the
                  Registrant. (Incorporated by reference to Exhibit 3.1 to the
                  Registrant's Registration Statement on Form S-11
                  (Registration No. 333-69118), filed on September 7, 2001, as
                  amended.)

         4.2      Amended and Restated By-Laws of the Registrant. (Incorporated
                  by reference to Exhibit 3.2 to the Registrant's Registration
                  Statement on Form S-11 (Registration No. 333-69118), filed on
                  September 7, 2001, as amended.)

         4.3      Heritage Property Investment Trust, Inc. Amended and Restated
                  2000 Equity Incentive Plan. (Incorporated by reference to
                  Exhibit 10.8 to the Registrant's Registration Statement on
                  Form S-11 (Registration No. 333-69118), filed on September 7,
                  2001, as amended.)

         5        Opinion of Ballard Spahr Andrews & Ingersoll, LLP with
                  respect to the legality of the shares being registered.

         23.1     Consent of Ballard Spahr Andrews & Ingersoll, LLP (included
                  in Exhibit 5).

         23.2     Consent of KPMG LLP

         24       Power of Attorney (included on the signature pages of this
                  Registration Statement).

ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement to include any material information with respect to
                  the plan of distribution not previously disclosed in this
                  Registration Statement or any material change to such
                  information in this Registration Statement;

         (2)      That, for the purpose of determining any liability under the
                  Securities Act, each such post-effective amendment shall be
                  deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial
                  bona fide offering thereof;

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered that remain
                  unsold at the termination of the offering;
(4)      That, for purposes of determining any liability under the
                  Securities Act, each filing of the Registrant's annual report
                  pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
                  where applicable, each filing of an employee benefit plan's
                  annual report pursuant to Section 15(d) of the Exchange Act)
                  that is incorporated by reference in this Registration
                  Statement shall be deemed to be a new registration statement
                  relating to the securities offered therein, and the offering
                  of such securities at that time shall be deemed to be the
                  initial bona fide offering thereof; and

         (5)      Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers and
                  controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that in the opinion of the SEC such indemnification
                  is against public policy as expressed in the Securities Act
                  and is, therefore, unenforceable. In the event that a claim
                  for indemnification against such liabilities (other than the
                  payment by the Registrant of expenses incurred or paid by a
                  director, officer or controlling person of the Registrant in
                  the successful defense of any action, suit or proceeding) is
                  asserted by such director, officer or controlling person in
                  connection with the securities being registered, the
                  Registrant will, unless in the opinion of its counsel the
                  matter has been settled by controlling precedent, submit to a
                  court of appropriate jurisdiction the question whether such
                  indemnification by it is against public policy as expressed
                  in the Securities Act and will be governed by the final
                  adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, State of
Massachusetts, on this 13th day of August 2002.

                             HERITAGE PROPERTY INVESTMENT TRUST, INC.

                             By:  /s/Thomas C. Prendergast
                                 ------------------------------------------
                                       Thomas C. Prendergast
                                       President and Chief Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES

         Each person whose signature appears below hereby appoints Thomas C.
Prendergast his/her true and lawful attorney-in-fact with the authority to
execute in the name of each such person, and to file with the Securities and
Exchange Commission, together with any exhibits thereto and other documents
therewith, any and all amendments (including without limitation post-effective
amendments) to this Registration Statement on Form S-8 necessary or advisable
to enable the Registrant to comply with the Securities Act of 1933, as amended,
and any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, which amendments may make such other changes in
the Registration Statement as the aforesaid attorney-in-fact executing the same
deems appropriate.

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature                                            Title                                        Date

/s/Thomas C. Prendergast                             President and Chief Executive           August 13, 2002
--------------------------------------------           Officer, Director (principal
           Thomas C. Prendergast                       executive officer)

/s/David G. Gaw                                      Senior Vice President, Chief            August 13, 2002
--------------------------------------------            Financial Officer and Treasurer
           David G. Gaw                                 (principal financial officer)

/s/Patrick O'Sullivan                                Vice President of Finance and           August 13, 2002
--------------------------------------------            Assistant Treasurer (principal
           Patrick O'Sullivan                           accounting officer)

/s/Joseph L. Barry
--------------------------------------------
           Joseph L. Barry                           Director                                August 13, 2002

/s/David W. Laughton
--------------------------------------------
           David W. Laughton                         Director                                August 13, 2002
/s/William M. Vaughn
--------------------------------------------
           William M. Vaughn, III                    Director                                August 13, 2002

/s/Bernard Cammarata
           Bernard Cammarata                         Director                                August 13, 2002

/s/Robert Falzon
           Robert Falzon                             Director                                August 13, 2002

           Paul V. Walsh                             Director                                August __, 2002

/s/Robert J. Watson
--------------------------------------------
           Robert J. Watson                          Director                                August 13, 2002

/s/Kenneth K. Quigley, Jr.
--------------------------------------------
           Kenneth K. Quigley, Jr.                   Director                                August 13, 2002

/s/Kevin C. Phelan
--------------------------------------------
           Kevin C. Phelan                           Director                                August 13, 2002

/s/Richard C. Garrison
--------------------------------------------
           Richard C. Garrison                       Director                                August 13, 2002
EXHIBIT INDEX

Exhibit No.                        Description of Documents

    4.1           Articles of Amendment and Restatement (Third) of the
                  Registrant. (Incorporated by reference to Exhibit 3.1 to
                  the Registrant's Registration Statement on Form S-11
                  (Registration No. 333-69118), filed on September 7, 2001, as
                  amended.)

    4.2           Amended and Restated By-Laws of the Registrant. (Incorporated
                  by reference to Exhibit 3.2 to the Registrant's
                  Registration Statement on Form S-11 (Registration No.
                  333-69118), filed on September 7, 2001, as amended.)

    4.3           Heritage Property Investment Trust, Inc. Amended and Restated
                  2000 Equity Incentive Plan. (Incorporated by reference to
                  Exhibit 10.8 to the Registrant's Registration Statement on
                  Form S-11 (Registration No. 333-69118), filed on September 7,
                  2001, as amended.)

    5             Opinion of Ballard Spahr Andrews & Ingersoll, LLP with
                  respect to the legality of the shares being registered.

    23.1          Consent of Ballard Spahr Andrews & Ingersoll, LLP (included
                  in Exhibit 5)

    23.2          Consent of KPMG LLP.

    24            Power of Attorney (included on the signature pages of this
                  Registration Statement).