EXHIBIT 3

                     HEALTH AND RETIREMENT PROPERTIES TRUST

                             ARTICLES SUPPLEMENTARY

                                       TO

                       THIRD AMENDMENT AND RESTATEMENT OF
                     DECLARATION OF TRUST DATED JULY 1, 1994

         Health  and  Retirement   Properties  Trust,  a  Maryland  real  estate
investment  trust,  having its  principal  office in  Baltimore  City,  Maryland
(hereinafter  called, the "Trust"),  hereby certifies to the State Department of
Assessments and Taxation of Maryland that:

         FIRST:  Pursuant to authority expressly vested in the Board of Trustees
of the  Trust by  Article  SIXTH  of the  Third  Amendment  and  Restatement  of
Declaration  of  Trust,   as  amended  and  as   supplemented  by  the  Articles
Supplementary  (the  "Articles  Supplementary")  creating  the  series of Junior
Participating   Preferred   Shares  and  filed  with  the  State  Department  of
Assessments and Taxation of Maryland on November 4, 1994, and as further amended
by Articles of Amendment on July 10, 1996 and February 27, 1997 (as amended, the
"Declaration  of Trust") the Board of Trustees has duly  divided and  classified
250,000  additional  shares of the  authorized  preferred  shares of  beneficial
interest  ("Preferred  Shares")  of the  Trust  into the  series  of such  class
designated as Junior Participating  Preferred Shares,  bringing the total number
of authorized shares of such series to 1,250,000.

         SECOND:  The  terms  of  the  Junior  Participating   Preferred  Shares
established  by  the  Board  of  Trustees  are  as set  forth  in  the  Articles
Supplementary in addition to those set forth in Article SIXTH of the Declaration
of Trust applicable to all classes of Preferred Shares.

         IN WITNESS WHEREOF,  the Trust has caused these Articles  Supplementary
to be signed in its name and on its behalf by the undersigned,  being at least a
majority of the Trustees of the Trust,  who executed  this  instrument as of May
13, 1997.



/s/ Bruce M. Gans                            /s/ Justinian Manning
Bruce M. Gans                                The Rev. Justinian C. Manning



/s/ Gerard M. Martin                         /s/ Barry M. Portnoy
Gerard M. Martin                             Barry M. Portnoy


/s/ Ralph J. Watts
Ralph J. Watts


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COMMONWEALTH OF MASSACHUSETTS)

COUNTY OF SUFFOLK)

On May 13,  1997  before  me  Julianne  Ells,  a Notary  Public  in and for said
Commonwealth,  personally  appeared  Bruce M. Gans,  the  Reverend  Justinian C.
Manning,  Gerard M. Martin,  Barry M. Portnoy and Ralph J. Watts, known to me or
proved to me on the basis of satisfactory evidence, to be the person whose names
are  subscribed  to the within  instrument  and  acknowledged  that each of them
executed the same.


WITNESS my hand and official seal.

Signature:        /s/ Julianne Ells
                  Notary Public






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