Registration No.  333-
                                                            --------------------

              As Filed with the Securities and Exchange Commission
                                 on May 27, 1998

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                              GROVE PROPERTY TRUST
                            ------------------------
             (Exact name of registrant as specified in its charter)

           Maryland                                      06-1391084
           --------                                      ----------
          
(State  or other jurisdiction               (I.R.S. Employer Identification No.)
of incorporation or organization)

                                598 Asylum Avenue
                              Hartford, Connecticut                     06105
                              ---------------------                     -----
                    (Address Of Principal Executive Offices)          (Zip Code)

           1996 Share Incentive Plan of Grove Real Estate Asset Trust,
                 Grove Operating, L.P. And Property Partnerships
                 -----------------------------------------------
                            (Full title of the plan)

                               Joseph R. LaBrosse
                             Chief Financial Officer
                              Grove Property Trust
                                598 Asylum Avenue
                           Hartford, Connecticut 06105
                           ---------------------------
                     (Name and address of agent for service)

                                 (860) 246-1126
                                 --------------
          (Telephone number, including area code of agent for service)

                                    Copy to:

                                 Paul G. Hughes
                               Cummings & Lockwood
                                  P. O. Box 120
                               Four Stamford Plaza
                        Stamford, Connecticut 06904-0120


<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

==============================================================================================
TITLE OF SECURITIES          AMOUNT             PROPOSED           PROPOSED       AMOUNT OF
TO BE REGISTERED                                MAXIMUM            MAXIMUM        REGISTRATION
                                                OFFERING PRICE     AGGREGATE      FEE
                                                PER SHARE *        OFFERING
                                                                   PRICE *
----------------------------------------------------------------------------------------------
<S>                          <C>                <C>                <C>            <C>      
Common Shares                900,000 shares     $10.125            $9,112,500     $2,688.19
of Beneficial Interest,
$0.01 par value
==============================================================================================
</TABLE>

*  Calculated  pursuant  to Rule 457(h) of the rules and  regulations  under the
Securities  Act of 1933 solely for the purpose of calculating  the  registration
fee,  based upon the average of the high and low prices of the Common  Shares as
reported in the consolidated  reporting system of the American Stock Exchange on
May 22, 1998.


<PAGE>




                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

              This Registration Statement relates to the offer and sale by Grove
Property  Trust, a Maryland real estate  investment  trust  (formerly Grove Real
Estate Asset Trust) (the  "COMPANY"),  of up to 900,000 of its Common  Shares of
Beneficial Interest,  $0.01 par value, pursuant to the 1996 Share Incentive Plan
of  Grove  Real  Estate  Asset  Trust,   Grove  Operating,   L.P.  and  Property
Partnerships (the "PLAN"). The documents  containing the information  concerning
the Plan specified in Item 1 of the Form S-8  registration  statement  under the
Securities  Act of 1933 (the  "1933  ACT")  are not being  filed as part of this
Registration  Statement  in  accordance  with the Note to Part I of the Form S-8
registration  statement but will be sent or given to employees and  non-employee
trust managers receiving awards under the Plan in accordance with Rule 428(b)(1)
under the 1933 Act.


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE
-------       ---------------------------------------

              The following  documents  filed by the Company with the Securities
and  Exchange   Commission  (the   "COMMISSION")   are  incorporated  into  this
Registration Statement by reference:

              1. The  Company's  Annual  Report on Form 10-K for the year  ended
December 31, 1997;

              2. The  Company's  Quarterly  Report on Form 10-Q for the  quarter
ended March 31, 1998;

              3. The  Company's  Current  Report on Form 8-K dated  December 31,
1997, as amended,  and its Current Report on Form 8-K dated January 23, 1998, as
amended; and

              4. The Company's Registration Statement on Form 8-A dated November
14, 1997.

              All documents filed by the Company with the Commission pursuant to
Sections 13(a),  13(c), 14 or 15(d) of the Securities  Exchange Act of 1934 (the
"1934  ACT")  after  the date of this  Registration  Statement  and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference into this  Registration  Statement and
to be a part hereof from the date of filing of such documents.

              To the extent  that  independent  accountants  audit and report on
financial  statements of the Company issued at future dates,  and consent to the
use  of  their  reports  thereon,   such  financial  statements  shall  also  be
incorporated by reference in this Registration  Statement in reliance upon their
reports and their authority as experts in accounting and auditing.




                                      II-1
<PAGE>




ITEM 4.       DESCRIPTION OF SECURITIES
-------       -------------------------

              Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL
-------       --------------------------------------

              Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS
-------       -----------------------------------------

              Both the  Maryland  Real Estate  Investment  Trust Act and related
statutes and the Company's  Third Amended and Restated  Declaration of Trust, as
amended,  provide that no trustee or officer will be  personally  liable for any
obligation  of the Company  solely as a result of his or her status as a trustee
or officer of the Company.  The Bylaws of the Company  further  provide that the
Company shall  indemnify each trustee and officer against any claim or liability
for which the trustee or officer may become subject by reason of being or having
been a trustee or officer, and that the Company shall reimburse each trustee and
officer for all legal and other expenses  reasonably incurred in connection with
any such claim or liability.

              The Company has  purchased a  Directors,  Officers  and  Corporate
Liability  Insurance Policy for Real Estate Investment Trusts issued by American
International Specialty Lines Insurance Company. This policy provides $5,000,000
of coverage and extends to February 27, 1999.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED
-------       ----------------------------------

              Not applicable.

ITEM 8.       EXHIBITS
-------       -------

Exhibit 4(a)  Third  Amended and  Restated  Declaration  of Trust of the Company
              dated March 14, 1997, as amended by Articles  Supplementary  dated
              October 23, 1997  (incorporated by reference to Exhibit 3.1 to the
              Company's  Annual Report on Form 10-K for the year ended  December
              31, 1997 (Commission File No. 1-13080))

Exhibit 4(b)  Amended  and  Restated  Bylaws  of the  Company  (incorporated  by
              reference to Exhibit 3.2 to the Company's  Current  Report on Form
              8-K dated March 14, 1997 and filed March 31, 1997 (Commission File
              No. 1-13080))

Exhibit 5     Opinion of Piper & Marbury, L.L.P.

Exhibit 23(a) Consent of Ernst & Young LLP

Exhibit 23(b) Consent of Piper & Marbury, L.L.P. (included in Exhibit 5)

Exhibit 24    Power of Attorney

Exhibit 99    1996 Share Incentive Plan of Grove Real Estate Asset Trust,  Grove
              Operating,   L.P.  and  Property  Partnerships   (incorporated  by
              reference to Exhibit 10.10 to the Company's Current Report on Form
              8-K dated March 14, 1997 (Commission File No. 1-13080))

ITEM 9.       UNDERTAKINGS
-------       ------------

              (a)  The Company hereby undertakes:

                   (1) To file, during any  period in which offers or sales  are
being made of the securities  registered  hereby, a post-effective  amendment to
this Registration Statement:

                      (i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;




                                      II-2
<PAGE>


                      (ii) To  reflect in the prospectus  any  facts  or  events
arising after the  effective  date of this  Registration  Statement (or the most
recent post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;

                      (iii) 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;

Provided,  however,  that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii)  above do not apply if the  information  required to be included in a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed by the Company  pursuant to Section 13 or Section 15(d) of the  Securities
Exchange Act of 1934 that are  incorporated  by  reference in this  Registration
Statement.

                   (2) That, for the purpose of determining  any liability under
the Securities Act of 1933, 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  which remain unsold at the
termination of the offering.

              (b)  The  Company   hereby   undertakes   that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Company's  annual  report  pursuant  to Section  13(a) or  Section  15(d) of the
Securities  Exchange  Act of 1934 (and,  where  applicable,  each  filing of any
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

              (h) Insofar as indemnification  for liabilities  arising under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission  such  indemnification  is against public policy as expressed in that
Act  and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
indemnification  against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company  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 Act and will be governed by the final
adjudication of such issue.




                                      II-3
<PAGE>





                                   SIGNATURES

              Pursuant to the  requirements  of the  Securities Act of 1933, 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 Hartford, State of Connecticut, on May 27, 1998.

                                           GROVE PROPERTY TRUST

                                           By  /s/ Joseph R. Labrosse
                                               ---------------------------------
                                               Joseph R. LaBrosse
                                               Chief Financial Officer


              Pursuant to the  requirements  of the Securities Act of 1933, this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities shown on the 27th day of May, 1998.


Damon D. Navarro     Trustee and Chairman of      )
                     the Board and Chief          )
                     Executive Officer            )
                     (Principal executive         )
                     officer)                     )
Joseph R. LaBrosse   Trustee and Chief            )
                     Financial Officer (Principal )
                     financial and accounting     )
                     officer)                     )
Theodore R. Bigman   Trustee                      ) By  /s/ JOSEPH R. LABROSSE
J. Joseph Garrahy    Trustee                      )     ------------------------
Harold V. Gorman     Trustee                      )     Name: Joseph R. LaBrosse
Edmund F. Navarro    Trustee                      )           Attorney-in-fact
James F. Twaddell    Trustee                      )




                                      II-4
<PAGE>





                                  EXHIBIT INDEX

Exhibit 4(a)     Third Amended and Restated  Declaration of Trust of the Company
                 dated  March 14,  1997,  as amended by  Articles  Supplementary
                 dated  October 23, 1997  (incorporated  by reference to Exhibit
                 3.1 to the Company's  Current  Report on Form 10-K for the year
                 ended December 31, 1997 (Commission File No. 1-13080))

Exhibit 4(b)     Amended and  Restated  Bylaws of the Company  (incorporated  by
                 reference  to Exhibit 3.2 to the  Company's  Current  Report on
                 Form  8-K  dated  March  14,  1997 and  filed  March  31,  1997
                 (Commission File No. 1-13080))

Exhibit 5        Opinion of Piper & Marbury, L.L.P.

Exhibit 23(a)    Consent of Ernst & Young LLP

Exhibit 23(b)    Consent of Piper & Marbury,  L.L.P.  (included in Exhibit 5)

Exhibit 24       Power of Attorney

Exhibit 99       1996  Share  Incentive  Plan  of Grove Real Estate Asset Trust,
                 Grove Operating,  L.P. and Property Partnerships  (incorporated
                 by reference to Exhibit 10.10 to the Company's  Current  Report
                 on Form 8-K dated March 14, 1997 (Commission File No. 1-13080))
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 16688}]
{"company-data": {"conformed-name": "GROVE PROPERTY TRUST", "cik": "0000920776", "assigned-sic": "6798", "irs-number": "061391084", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53653", "film-number": "98632058"}, "business-address": {"street1": "598 ASYLUM AVE", "city": "HARTFORD", "state": "CT", "zip": "06105", "phone": "8602461126"}, "mail-address": {"street1": "598 ASYLUM AVE", "city": "HARTFORD", "state": "CT", "zip": "06105"}}
Registration No.  333-
                                                            --------------------

              As Filed with the Securities and Exchange Commission
                                 on May 27, 1998

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                              GROVE PROPERTY TRUST
                            ------------------------
             (Exact name of registrant as specified in its charter)

           Maryland                                      06-1391084
           --------                                      ----------
          
(State  or other jurisdiction               (I.R.S. Employer Identification No.)
of incorporation or organization)

                                598 Asylum Avenue
                              Hartford, Connecticut                     06105
                              ---------------------                     -----
                    (Address Of Principal Executive Offices)          (Zip Code)

           1996 Share Incentive Plan of Grove Real Estate Asset Trust,
                 Grove Operating, L.P. And Property Partnerships
                 -----------------------------------------------
                            (Full title of the plan)

                               Joseph R. LaBrosse
                             Chief Financial Officer
                              Grove Property Trust
                                598 Asylum Avenue
                           Hartford, Connecticut 06105
                           ---------------------------
                     (Name and address of agent for service)

                                 (860) 246-1126
                                 --------------
          (Telephone number, including area code of agent for service)

                                    Copy to:

                                 Paul G. Hughes
                               Cummings & Lockwood
                                  P. O. Box 120
                               Four Stamford Plaza
                        Stamford, Connecticut 06904-0120
CALCULATION OF REGISTRATION FEE

==============================================================================================
TITLE OF SECURITIES          AMOUNT             PROPOSED           PROPOSED       AMOUNT OF
TO BE REGISTERED                                MAXIMUM            MAXIMUM        REGISTRATION
                                                OFFERING PRICE     AGGREGATE      FEE
                                                PER SHARE *        OFFERING
                                                                   PRICE *
----------------------------------------------------------------------------------------------
Common Shares                900,000 shares     $10.125            $9,112,500     $2,688.19
of Beneficial Interest,
$0.01 par value
==============================================================================================
*  Calculated  pursuant  to Rule 457(h) of the rules and  regulations  under the
Securities  Act of 1933 solely for the purpose of calculating  the  registration
fee,  based upon the average of the high and low prices of the Common  Shares as
reported in the consolidated  reporting system of the American Stock Exchange on
May 22, 1998.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

              This Registration Statement relates to the offer and sale by Grove
Property  Trust, a Maryland real estate  investment  trust  (formerly Grove Real
Estate Asset Trust) (the  "COMPANY"),  of up to 900,000 of its Common  Shares of
Beneficial Interest,  $0.01 par value, pursuant to the 1996 Share Incentive Plan
of  Grove  Real  Estate  Asset  Trust,   Grove  Operating,   L.P.  and  Property
Partnerships (the "PLAN"). The documents  containing the information  concerning
the Plan specified in Item 1 of the Form S-8  registration  statement  under the
Securities  Act of 1933 (the  "1933  ACT")  are not being  filed as part of this
Registration  Statement  in  accordance  with the Note to Part I of the Form S-8
registration  statement but will be sent or given to employees and  non-employee
trust managers receiving awards under the Plan in accordance with Rule 428(b)(1)
under the 1933 Act.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE
-------       ---------------------------------------

              The following  documents  filed by the Company with the Securities
and  Exchange   Commission  (the   "COMMISSION")   are  incorporated  into  this
Registration Statement by reference:

              1. The  Company's  Annual  Report on Form 10-K for the year  ended
December 31, 1997;

              2. The  Company's  Quarterly  Report on Form 10-Q for the  quarter
ended March 31, 1998;

              3. The  Company's  Current  Report on Form 8-K dated  December 31,
1997, as amended,  and its Current Report on Form 8-K dated January 23, 1998, as
amended; and

              4. The Company's Registration Statement on Form 8-A dated November
14, 1997.

              All documents filed by the Company with the Commission pursuant to
Sections 13(a),  13(c), 14 or 15(d) of the Securities  Exchange Act of 1934 (the
"1934  ACT")  after  the date of this  Registration  Statement  and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference into this  Registration  Statement and
to be a part hereof from the date of filing of such documents.

              To the extent  that  independent  accountants  audit and report on
financial  statements of the Company issued at future dates,  and consent to the
use  of  their  reports  thereon,   such  financial  statements  shall  also  be
incorporated by reference in this Registration  Statement in reliance upon their
reports and their authority as experts in accounting and auditing.

                                      II-1
ITEM 4.       DESCRIPTION OF SECURITIES
-------       -------------------------

              Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL
-------       --------------------------------------

              Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS
-------       -----------------------------------------

              Both the  Maryland  Real Estate  Investment  Trust Act and related
statutes and the Company's  Third Amended and Restated  Declaration of Trust, as
amended,  provide that no trustee or officer will be  personally  liable for any
obligation  of the Company  solely as a result of his or her status as a trustee
or officer of the Company.  The Bylaws of the Company  further  provide that the
Company shall  indemnify each trustee and officer against any claim or liability
for which the trustee or officer may become subject by reason of being or having
been a trustee or officer, and that the Company shall reimburse each trustee and
officer for all legal and other expenses  reasonably incurred in connection with
any such claim or liability.

              The Company has  purchased a  Directors,  Officers  and  Corporate
Liability  Insurance Policy for Real Estate Investment Trusts issued by American
International Specialty Lines Insurance Company. This policy provides $5,000,000
of coverage and extends to February 27, 1999.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED
-------       ----------------------------------

              Not applicable.

ITEM 8.       EXHIBITS
-------       -------

Exhibit 4(a)  Third  Amended and  Restated  Declaration  of Trust of the Company
              dated March 14, 1997, as amended by Articles  Supplementary  dated
              October 23, 1997  (incorporated by reference to Exhibit 3.1 to the
              Company's  Annual Report on Form 10-K for the year ended  December
              31, 1997 (Commission File No. 1-13080))

Exhibit 4(b)  Amended  and  Restated  Bylaws  of the  Company  (incorporated  by
              reference to Exhibit 3.2 to the Company's  Current  Report on Form
              8-K dated March 14, 1997 and filed March 31, 1997 (Commission File
              No. 1-13080))

Exhibit 5     Opinion of Piper & Marbury, L.L.P.

Exhibit 23(a) Consent of Ernst & Young LLP

Exhibit 23(b) Consent of Piper & Marbury, L.L.P. (included in Exhibit 5)

Exhibit 24    Power of Attorney

Exhibit 99    1996 Share Incentive Plan of Grove Real Estate Asset Trust,  Grove
              Operating,   L.P.  and  Property  Partnerships   (incorporated  by
              reference to Exhibit 10.10 to the Company's Current Report on Form
              8-K dated March 14, 1997 (Commission File No. 1-13080))

ITEM 9.       UNDERTAKINGS
-------       ------------

              (a)  The Company hereby undertakes:

                   (1) To file, during any  period in which offers or sales  are
being made of the securities  registered  hereby, a post-effective  amendment to
this Registration Statement:

                      (i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

                                      II-2
(ii) To  reflect in the prospectus  any  facts  or  events
arising after the  effective  date of this  Registration  Statement (or the most
recent post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;

                      (iii) 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;

Provided,  however,  that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii)  above do not apply if the  information  required to be included in a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed by the Company  pursuant to Section 13 or Section 15(d) of the  Securities
Exchange Act of 1934 that are  incorporated  by  reference in this  Registration
Statement.

                   (2) That, for the purpose of determining  any liability under
the Securities Act of 1933, 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  which remain unsold at the
termination of the offering.

              (b)  The  Company   hereby   undertakes   that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Company's  annual  report  pursuant  to Section  13(a) or  Section  15(d) of the
Securities  Exchange  Act of 1934 (and,  where  applicable,  each  filing of any
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

              (h) Insofar as indemnification  for liabilities  arising under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission  such  indemnification  is against public policy as expressed in that
Act  and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
indemnification  against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company  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 Act and will be governed by the final
adjudication of such issue.

                                      II-3
SIGNATURES

              Pursuant to the  requirements  of the  Securities Act of 1933, 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 Hartford, State of Connecticut, on May 27, 1998.

                                           GROVE PROPERTY TRUST

                                           By  /s/ Joseph R. Labrosse
                                               ---------------------------------
                                               Joseph R. LaBrosse
                                               Chief Financial Officer

              Pursuant to the  requirements  of the Securities Act of 1933, this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities shown on the 27th day of May, 1998.

Damon D. Navarro     Trustee and Chairman of      )
                     the Board and Chief          )
                     Executive Officer            )
                     (Principal executive         )
                     officer)                     )
Joseph R. LaBrosse   Trustee and Chief            )
                     Financial Officer (Principal )
                     financial and accounting     )
                     officer)                     )
Theodore R. Bigman   Trustee                      ) By  /s/ JOSEPH R. LABROSSE
J. Joseph Garrahy    Trustee                      )     ------------------------
Harold V. Gorman     Trustee                      )     Name: Joseph R. LaBrosse
Edmund F. Navarro    Trustee                      )           Attorney-in-fact
James F. Twaddell    Trustee                      )

                                      II-4
EXHIBIT INDEX

Exhibit 4(a)     Third Amended and Restated  Declaration of Trust of the Company
                 dated  March 14,  1997,  as amended by  Articles  Supplementary
                 dated  October 23, 1997  (incorporated  by reference to Exhibit
                 3.1 to the Company's  Current  Report on Form 10-K for the year
                 ended December 31, 1997 (Commission File No. 1-13080))

Exhibit 4(b)     Amended and  Restated  Bylaws of the Company  (incorporated  by
                 reference  to Exhibit 3.2 to the  Company's  Current  Report on
                 Form  8-K  dated  March  14,  1997 and  filed  March  31,  1997
                 (Commission File No. 1-13080))

Exhibit 5        Opinion of Piper & Marbury, L.L.P.

Exhibit 23(a)    Consent of Ernst & Young LLP

Exhibit 23(b)    Consent of Piper & Marbury,  L.L.P.  (included in Exhibit 5)

Exhibit 24       Power of Attorney

Exhibit 99       1996  Share  Incentive  Plan  of Grove Real Estate Asset Trust,
                 Grove Operating,  L.P. and Property Partnerships  (incorporated
                 by reference to Exhibit 10.10 to the Company's  Current  Report
                 on Form 8-K dated March 14, 1997 (Commission File No. 1-13080))