SECOND AMENDMENT TO ADVISORY AGREEMENT


     THIS SECOND AMENDMENT is entered into as of December 6,
1993, by and between Health and Rehabilitation Properties Trust,
a Maryland real estate investment trust (the "Company"), and HRPT
Advisors, Inc., a Delaware corporation (the "Advisor").
     WHEREAS, the Company and the Advisor entered into an
advisory agreement dated as of November 20, 1986 and an amendment
thereto dated August 26, 1987 (collectively, the "Advisory
Agreement"); and
     WHEREAS, the Company and the Advisor wish to modify the
provisions of the Advisory Agreement providing for an incentive
fee payable to the Advisor.
     NOW, THEREFORE, in consideration of these premises, the
Company and the Advisor agree as follows:
     1.   The second sentence of Section 9 of the Advisory
Agreement is hereby deleted and the following is substituted:
          "In addition, the Advisor shall be paid an
          annual incentive fee (the 'Incentive Fee'),
          consisting of a number of the Company's
          Common Shares of Beneficial Interest with a
          value (determined as provided below) equal to
          15% of the amount by which 'Cash Available
          for Distribution to Shareholders' (as defined
          below) for such fiscal year exceeds the
          'Threshold Amount' (as defined below), but in
          no event shall the Incentive Fee payable in
          respect of any year exceed $.01 multiplied by
          the weighted average number of the Company's
          Shares of Beneficial Interest outstanding
          during such year."

     2.   Section 9 of the Advisory Agreement is further amended
by inserting the following paragraphs at the end of said Section
9:
          "For purposes of this Agreement:  The
          'Threshold Amount' in respect of any year
          shall mean the product of (a) the weighted
          average number of the Company's Shares of
          Beneficial Interest outstanding during such
          year, times (b) the 'Per Share Threshold
          Amount'.  The 'Per Share Threshold Amount'
          shall mean, for calendar year 1994, an amount
          equal to $1.37, and, for any calendar year
          subsequent to 1994, the Per Share Threshold
          Amount for the prior calendar year, plus
          $.05.

          Payment of the Incentive Fee shall be made by
          issuance of Common Shares of Beneficial
          Interest under the Company's 1992 Incentive
          Share Award Plan.  The number of shares to be
          issued in payment of the Incentive Fee shall
          be the whole number of shares (disregarding
          any fraction) equal to the value of the
          Incentive Fee, as provided above, divided by
          the average closing price of the Company's
          Common Shares of Beneficial Interest on the
          New York Stock Exchange during the month of
          December in the year for which the
          computation is made."

     3.   Except as amended hereby, the Advisory Agreement
remains in full force and effect.
     IN WITNESS WHEREOF, the parties hereto have caused this
Second Amendment to be executed by their duly authorized
officers, under seal, as of the day and year first above written.

                              HEALTH AND REHABILITATION PROPERTIES
                                   TRUST



                              By: /s/ David J. Hegarty            


                              HRPT ADVISORS, INC.



                              By: /s/ John G. Murray              



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