SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 Current Report
                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): February 18, 1998

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                      Healthcare Realty Trust Incorporated
             (Exact Name of Registrant as Specified in Its Charter)


      Maryland                      1-11852                      62-1507028
     (State or Other           (Commission File                (I.R.S. Employer
     Jurisdiction of                Number)                     Identification
     Incorporation)                                                 Number)


                              3310 West End Avenue
                                    Suite 700
                           Nashville, Tennessee           37203
               (Address of Principal Executive Offices) (Zip Code)

                                 (615) 269-8175
              (Registrant's Telephone Number, Including Area Code)


          (Former Name or Former Address, if Changed from Last Report)




Item 5.  Other Events

         On  February  18,  1997,  Healthcare  Realty  Trust  Incorporated  (the
"Company") entered into a definitive  underwriting  agreement (the "Underwriting
Agreement") with A.G. Edwards & Sons, Inc. (the  "Underwriter")  relating to the
purchase  by the  Underwriter  of  867,679  shares  of the  common  stock of the
Company, par value $.01 per share.

Item 7.  Financial Statements and Exhibits.

(c)      Exhibits


Exhibit Number                      Description

1.1  Underwriting Agreement,  dated February 18, 1998, between Healthcare Realty
     Trust Incorporated and A.G. Edwards & Sons, Inc.

5.1  Opinion of Waller Lansden Dortch & Davis, A Professional  Limited Liability
     Company.

8.1  Opinion of Farris, Warfield & Kanaday, PLC.

23.1 Consent of Waller Lansden Dortch & Davis, A Professional  Limited Liability
     Company (included in Exhibit 5.1).

23.2 Consent of Farris, Warfield & Kanaday, PLC (included in Exhibit 8.1).

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                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        HEALTHCARE REALTY TRUST INCORPORATED


                                        By: /s/ ROGER O. WEST
                                            Roger O. West
                                            Executive Vice President
                                            and General Counsel


                                     
Date:  February 24, 1998

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                                  EXHIBIT INDEX


Exhibit Number                      Description

1.1  Underwriting Agreement,  dated February 18, 1998, between Healthcare Realty
     Trust Incorporated and A.G. Edwards & Sons, Inc.

5.1  Opinion of Waller Lansden Dortch & Davis, A Professional  Limited Liability
     Company.

8.1  Opinion of Farris, Warfield & Kanaday, PLC.

23.1 Consent of Waller Lansden Dortch & Davis, A Professional  Limited Liability
     Company (included in Exhibit 5.1).

23.2 Consent of Farris, Warfield & Kanaday, PLC (included in Exhibit 8.1).


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