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)

             1994 Share Option Plan Of Grove Real Estate Asset Trust
             -------------------------------------------------------
                            (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>


                         CALCULATION OF REGISTRATION FEE

================================================================================
TITLE OF SECURITIES     AMOUNT        PROPOSED      PROPOSED    AMOUNT OF
TO BE REGISTERED                      MAXIMUM       MAXIMUM     REGISTRATION FEE
                                      OFFERING      AGGREGATE
                                      PRICE         OFFERING
                                      PER SHARE*    PRICE *
--------------------------------------------------------------------------------
Common Shares       118,120 shares     $10.125      $1,195,965      $352.81
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.


<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 118,120 of its Common  Shares of
Beneficial Interest,  $0.01 par value, pursuant to the 1994 Share Option Plan of
Grove Real  Estate  Asset  Trust (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  who  have  received  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          1994 Share  Option  Plan of Grove Real  Estate  Asset  Trust
                    (incorporated by reference to Exhibit 10.16 to the Company's
                    Registration Statement on Form SB-2 (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                      )


<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  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          1994 Share  Option  Plan of Grove Real  Estate  Asset  Trust
                    (incorporated by reference to Exhibit 10.16 to the Company's
                    Registration Statement on Form SB-2 (File No. 1-13080))
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 16183}]
{"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": "333-53655", "film-number": "98632061"}, "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)

             1994 Share Option Plan Of Grove Real Estate Asset Trust
             -------------------------------------------------------
                            (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 FEE
                                      OFFERING      AGGREGATE
                                      PRICE         OFFERING
                                      PER SHARE*    PRICE *
--------------------------------------------------------------------------------
Common Shares       118,120 shares     $10.125      $1,195,965      $352.81
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 118,120 of its Common  Shares of
Beneficial Interest,  $0.01 par value, pursuant to the 1994 Share Option Plan of
Grove Real  Estate  Asset  Trust (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  who  have  received  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          1994 Share  Option  Plan of Grove Real  Estate  Asset  Trust
                    (incorporated by reference to Exhibit 10.16 to the Company's
                    Registration Statement on Form SB-2 (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                      )
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  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          1994 Share  Option  Plan of Grove Real  Estate  Asset  Trust
                    (incorporated by reference to Exhibit 10.16 to the Company's
                    Registration Statement on Form SB-2 (File No. 1-13080))