As filed with the Securities and Exchange Commission
on March 4, 1994
Registration No. 33-50835
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________

FORM S-3

POST-EFFECTIVE AMENDMENT NO. 3 TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

___________________

MEDITRUST
(Exact name of registrant as specified in governing instruments)

Massachusetts 04-6532031
(State or other jurisdiction of (I.R.S.Employer Identification No.)
incorporation or organization)

128 Technology Center
Waltham, Massachusetts 02154
(617) 736-1500
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
_____________
ABRAHAM D. GOSMAN
Chairman and Chief Executive Officer

MEDITRUST
128 Technology Center
Waltham, MA 02154
(617) 736-1500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies of communications to:
MICHAEL J. BOHNEN, ESQUIRE
NUTTER, McCLENNEN & FISH
One International Place
Boston, MA 02110-2699
(617) 439-2000

Approximate date of commencement of proposed sale to public: From time to
time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
reinvestment plans, check the following box. [X]

Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
contained herein also relates to securities of the registrant previously
registered on Form S-3 (Registration No. 33-55386).
2
PROSPECTUS
MEDITRUST

Shares of Beneficial Interest,
Debt Securities and/or Securities Warrants

Meditrust, a Massachusetts business trust (together with its subsidiaries
unless the context otherwise requires, the "Company"), is a real estate
investment trust under the Internal Revenue Code of 1986, as amended, which may
offer from time to time, in one or more series, its debt securities (the "Debt
Securities"), warrants to purchase Debt Securities (the "Debt Securities
Warrants"), shares of beneficial interest, without par value (the "Shares"),
and warrants to purchase Shares (the "Share Warrants"). The Debt Securities
Warrants and the Share Warrants are collectively referred to herein as the
"Securities Warrants." The Debt Securities, Shares and Securities Warrants are
collectively referred to herein as the "Securities." The Securities will have
an aggregate offering price of $368,730,402.50 and will be offered on terms to
be determined at the time of offering.

In the case of Debt Securities, the specific title, the aggregate principal
amount, the purchase price, the maturity, the rate and time of payment of any
interest, any redemption or sinking fund provisions, any conversion provisions
and any other specific term of the Debt Securities will be set forth in an
accompanying supplement to this Prospectus (the "Prospectus Supplement"). In
the case of Shares, the specific number of Shares and issuance price per Share
will be set forth in an accompanying Prospectus Supplement. In the case of
Securities Warrants, the duration, offering price, exercise price and
detachability, if applicable, will be set forth in an accompanying Prospectus
Supplement. The Prospectus Supplement will also disclose whether the
Securities will be listed on a national securities exchange and if they are not
to be listed, the possible effects thereof on their marketability.

The Securities may be sold: (i) directly by the Company; (ii) through
underwriting syndicates represented by one or more managing underwriters, or by
one or more underwriters without a syndicate; and (iii) through agents
designated from time to time. The names of any underwriters or agents of the
Company involved in the sale of the Securities in respect of which this
Prospectus is being delivered and any applicable commissions or discounts will
be set forth in an accompanying Prospectus Supplement. See "Plan of
Distribution." The net proceeds to the Company from such sale also will be set
forth in the Prospectus Supplement.

The Company's shares are traded on the New York Stock Exchange under the
symbol "MT." On February 15, 1994, the closing sale price of the shares on the
New York Stock Exchange was $33.50.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED
ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement.

The date of this Prospectus is February 16, 1994.
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AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024 of the offices
of the Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, or at the regional offices of the Commission located at 7 World Trade
Center, 13th Floor, New York, New York 10048 and Suite 1400, Northwestern
Atrium Center, 500 West Madison Street, Chicago, Illinois 60661. Copies of
such material can be obtained from the principal offices of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549, at prescribed
rates. Reports, proxy materials and other information concerning the Company
can also be inspected at the offices of the New York Stock Exchange, 20 Broad
Street, Room 1102, New York, New York 10005.

The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1993, as amended (the "Securities
Act"). This Prospectus and any accompanying Prospectus Supplement do not
contain all the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is made to the Registration
Statement, copies of which may be obtained upon payment of a fee prescribed by
the Commission, or may be examined free of charge at the principal office of
the Commission in Washington, D.C.

Statements made in this Prospectus and any accompanying Prospectus
Supplement as to the contents of any contract or other document referred to are
not necessarily complete, and reference is made to the copy of such contract or
other document filed as an exhibit to the Registration Statement, each such
statement being qualified in all respects by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company hereby incorporates by reference into this Prospectus its
Annual Report on Form 10-K for the fiscal year ended December 31, 1992, its
Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 1993,
June 30, 1993 and September 30, 1993 and its Current Report on Form 8-K dated
January 27, 1994, which shall be deemed to be a part hereof. The discussion of
Federal income tax treatment of the Company and its shareholders which is
contained in the Company's Current Report on Form 8-K dated March 4, 1992,
including any amendment or report filed for the purpose of updating such
discussion, is hereby incorporated by reference into this Prospectus and shall
be deemed to be a part hereof.

All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the termination of the offering of the Securities offered hereby shall
be deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing

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such documents. Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in a subsequently filed document, as the case may be, which
also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.

The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a
copy (without exhibits) of any or all documents incorporated by reference into
this Prospectus. Requests for such copies should be directed to Lisa M.
Pavelka, Vice President and Treasurer, Meditrust, 128 Technology Center,
Waltham, Massachusetts 02154, telephone (617) 736-1500.

THE DECLARATION OF TRUST ESTABLISHING THE COMPANY, DATED AUGUST 6, 1985, AS
AMENDED (THE "DECLARATION"), A COPY OF WHICH IS DULY FILED IN THE OFFICE OF THE
SECRETARY OF STATE OF THE COMMONWEALTH OF MASSACHUSETTS, PROVIDES THAT THE NAME
"MEDITRUST" REFERS TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS
TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY; AND THAT NO TRUSTEE, OFFICER,
SHAREHOLDER, EMPLOYEE OR AGENT OF THE COMPANY SHALL BE HELD TO ANY PERSONAL
LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, THE
COMPANY. ALL PERSONS DEALING WITH THE COMPANY, IN ANY WAY, SHALL LOOK ONLY TO
THE ASSETS OF THE COMPANY FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY
OBLIGATION.

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THE COMPANY

Meditrust is the largest dedicated health care real estate investment trust
in the United States, based on its gross real estate investments of
approximately $1.3 billion as of December 31, 1993. The Company's strategy is
to produce income for distribution to shareholders through investments in a
diversified portfolio of quality "subacute" health care facilities.

As of December 31, 1993, the Company had investments in 191 facilities,
consisting of 159 long-term care facilities, 20 rehabilitation hospitals, two
alcohol and substance abuse facilities, six psychiatric hospitals and four
retirement facilities. The properties are located in 33 different states and
are operated by 29 health care companies. Of the 29 different operators, six
are publicly-traded companies, including The Mediplex Group, Inc., Continental
Medical Systems, Inc., Geriatric and Medical Centers, Inc., Integrated Health
Services, Inc., Mariner Health Group, Inc. and Rehab Systems (a subsidiary of
NovaCare), and in the aggregate constitute approximately 54% of the Company's
real estate investments.

The Company's real estate investments are either owned by the Company or
secured by mortgage liens. As of December 31, 1993, sale/leaseback
transactions constituted 53%, permanent mortgage loans constituted 45% and
development mortgage financing constituted 2% of the Company's portfolio as
measured by gross real estate investments. The leases and mortgages provide
for rental or interest rates which generally range from 10.5% to 13% per annum
of the acquisition price or mortgage amount. The leases and mortgages
generally provide for an initial term of 10 years, with the leases having one
or more five-year renewal options. The loans and mortgages also provide for
additional rent and interest which are based upon a percentage of increased
revenues over specific lease period revenues of the related properties. For
the year ended December 31, 1992, the aggregate amount of additional rent and
interest was $7.6 million compared to $5.4 million for the year ended December
31, 1991.

In addition, the Company usually obtains guarantees from the parent
corporation, if any, of the operator or affiliates or individual principals of
the operator. Most obligations are backed by letters of credit, security
deposits or pledges of certificates of deposit which cover from six to twelve
months of lease or mortgage payments. In addition, permanent mortgage and
development mortgage loans generally are cross-collateralized with any other
mortgage and development loans, leases or other agreements between the Company
and the same operator or any affiliated operators. Leases and mortgage loans
generally are cross-defaulted with any other leases or mortgages between the
Company and the same operator or any affiliated operators. With respect to
development mortgage loans, the Company generally requires guaranteed maximum
price construction contracts, performance completion bonds or guarantees and
cost overrun guarantees. The Company enters into a development mortgage loan
when the Company will also be the permanent mortgage lender. In making its
investment decisions, the Company reviews, among other criteria, the
operational viability of the facility, the experience and competency of the
operator and the financial strength of the guarantor.

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The Company was organized to qualify, and intends to continue to operate,
as a real estate investment trust in accordance with Federal tax laws and
regulations. So long as the Company so complies, with limited exceptions, the
Company will not be taxed under Federal income tax laws on that portion of its
taxable income that it distributes to its shareholders. The Company has
distributed, and intends to continue to distribute, substantially all of its
real estate investment trust taxable income to shareholders.

Initially, the Company's portfolio consisted entirely of properties leased
to subsidiaries of its original sponsor, The Mediplex Group, Inc. ("Mediplex").
Consistent with its strategy of diversification, the Company has reduced the
portion of its portfolio represented by Mediplex-related properties. The
portion of the Company's portfolio represented by Mediplex-related properties,
as measured by gross real estate investments, has decreased to 29% at December
31, 1993 from 87% at December 31, 1987.

Based upon publicly-available information, Mediplex's net patient source
revenues and net income for the fiscal year ended December 31, 1993 were
approximately $397.8 million and $17.7 million, respectively. Mediplex's total
assets and stockholders' equity as of September 30, 1993 were approximately
$419.7 million and $126.5 million, respectively. Mediplex is subject to the
informational requirements of the Exchange Act and, accordingly, files annual
and quarterly reports on Forms 10-K and 10-Q with the Commission and the New
York Stock Exchange.

In order to meet its ongoing capital requirements for additional
investments, the Company may raise additional equity capital through the sale
of Shares or may issue additional debt or warrants to purchase Shares or Debt
Securities.

The Company's principal executive offices are located at 128 Technology
Center, Waltham, Massachusetts 02154, and its telephone number is (617)
736-1500.

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RATIO OF EARNINGS TO FIXED CHARGES

Year Ended December 31,
1989 1990 1991 1992 1993
------------------------------------------------
Ratio 1.62 1.67 1.60 1.88 2.02

For the purpose of calculating the ratio of earnings to fixed charges for
the years ended December 31, 1989, 1990, 1991, 1992 and 1993, net income has
been added to interest expense and that sum has been divided by such interest
expense.

USE OF PROCEEDS

Unless otherwise specified in the Prospectus Supplement which accompanies
this Prospectus, the net proceeds from the sale of the Securities offered from
time to time hereby will be used for general business purposes, including the
repayment of bank lines of credit, if any, outstanding, and investments in
health care facilities. As of February 15, 1994, $92,000,000 was outstanding
under the Company's bank lines of credit. All currently outstanding loans
under the Company's bank lines of credit mature prior to July 30, 1995 and
accrue interest at the London Interbank Offering Rate plus 1.50%. Pending such
uses, the net proceeds will be invested in short-term, interest-bearing, direct
obligations issued or guaranteed by the United States, certificates of deposit
or accounts, or investment grade commercial paper, consistent with the
Company's qualification as a real estate investment trust, the Company's
Restated Declaration of Trust, as amended (the "Declaration"), and the
Company's agreements with its lenders.

DESCRIPTION OF SHARES

There is no limit on the number of Shares the Company is authorized to
issue. Shares may be issued by the Board of Trustees without any vote of the
shareholders. The outstanding Shares are of one class and without par value.
The following description is qualified in all respects by reference to the
Declaration and the By-laws of the Company, copies of which are incorporated by
reference as exhibits to the Registration Statement of which this Prospectus is
a part.

Shares of Beneficial Interest. All Shares participate equally in dividends
and in net assets available for distribution to shareholders on liquidation or
termination of the Company, have one vote per Share on all matters submitted to
a vote of the shareholders and do not have cumulative voting rights in the
election of Trustees. The Shares offered hereby will be validly issued, fully
paid and nonassessable by the Company upon issuance.

Redemption. For the Company to qualify as a real estate investment trust
under the Internal Revenue Code of 1986, as amended (the "Code"), in any
taxable year, not more than 50% of its outstanding Shares may be owned by five
or fewer individuals and Shares must be owned by 100 or more persons during at
least 335 days of a taxable year of 12

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months or during a proportionate part of a shorter taxable year. In order to
meet these requirements, the Trustees have the power to redeem or prohibit the
transfer of a sufficient number of Shares selected in a manner deemed
appropriate to maintain or bring the ownership of the Shares into conformity
with such requirements. In connection with the foregoing, if the Trustees
shall, at any time and in good faith, be of the opinion that direct or indirect
ownership of at least 9.9% or more of the Shares has or may become concentrated
in the hands of one beneficial owner, the Trustees shall have the power (i) by
lot or other means deemed equitable by them to call for the purchase from any
shareholder of the Company of a number of Shares sufficient, in the opinion of
the Trustees, to maintain or bring the direct or indirect ownership of Shares
of such owner to a level of no more than 9.9% of the outstanding Shares, and
(ii) to refuse to transfer or issue Shares to any person whose acquisition of
such Shares would cause a beneficial holder to hold in excess of 9.9% of the
outstanding Shares. Further, any transfer of Shares that would create a
beneficial owner of more than 9.9% of the outstanding Shares shall be deemed
void and the intended transferee shall be deemed never to have had an interest
therein. The purchase price for any Shares so redeemed shall be equal to the
fair market value of the Shares reflected in the closing sales price for the
Shares, if then listed on a national securities exchange, or the average of the
closing sales price for the Shares if then listed on more than one national
securities exchange, or if the Shares are not then listed on a national
securities exchange, the latest bid quotation for the Shares if then traded
over-the-counter, on the last business day immediately preceding the day on
which notices of such acquisition are sent by the Company. From and after the
date fixed for purchase by the Trustees, the holder of any Shares so called for
purchase shall cease to be entitled to distributions, voting rights and other
benefits with respect to such Shares, except the right to payment of the
purchase price for the Shares.

The foregoing provisions may have the effect of discouraging unilateral
tender offers or other takeover proposals which certain shareholders might deem
in their interest or in which they might receive a substantial premium. The
provisions could also have the effect of insulating current management against
the possibility of removal and could, by possibly reducing temporary
fluctuations in market price caused by accumulations of Shares, deprive
shareholders of opportunities to sell at a temporarily higher market price.

Additional Provisions. The Declaration provides that annual meetings of
shareholders are to be held within six months after the end of each fiscal year
and special meetings of the shareholders may be called by the President of the
Company, a majority of the Trustees or a majority of the Independent Trustees
(defined in the Declaration) and shall be called upon the written request of
the holders of 10% or more of the outstanding Shares.

Whenever any action is to be taken by the shareholders, it shall, except as
otherwise clearly indicated in the Declaration of Trust, be authorized by
holders of a majority of the Shares then outstanding and entitled to vote
thereon. Notwithstanding the foregoing, at all elections of Trustees, voting
by shareholders shall be conducted under the non-cumulative method and the
election of Trustees shall be by the affirmative vote of the holders of Shares
representing a plurality of the Shares then outstanding which are present in
person or by proxy at a meeting in which a quorum is present.

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Whenever shareholders are required or permitted to take any action (unless
a vote at a meeting is specifically required, as with respect to termination or
amendment of the Declaration), such action may be taken without a meeting by
written consents setting forth the action so taken, signed by the holders of a
majority (or such higher percentage as may be specified) of the outstanding
Shares that would be entitled to vote thereon at a meeting.

Except with respect to matters on which a shareholders' vote is
specifically required by the Declaration, no action taken by the shareholders
at any meeting shall in any way bind the Trustees.

The Shares have no preemptive, conversion, exchange, sinking fund or
appraisal rights.

The Declaration provides that shareholders of the Company shall not be
subject to any liability for the acts or obligations of the Company and that,
as far as is practicable, each written agreement of the Company is to contain a
provision to that effect. No personal liability will attach to the
shareholders for claims under any contract containing such a provision in
writing where adequate notice is given of such provision, except possibly in a
few jurisdictions. With respect to all types of claims in such jurisdictions
and with respect to tort claims, contract claims where the shareholder
liability is not disavowed as described above, claims for taxes and certain
statutory liabilities in other jurisdictions, a shareholder may be held
personally liable to the extent claims are not satisfied by the Company.
However, the Declaration provides that, upon payment of any such liability, the
shareholder will be entitled to reimbursement from the general assets of the
Company. The Trustees intend to conduct the operations of the Company, with
the advice of counsel, in such a way as to avoid, as far as is practicable, the
ultimate liability of the shareholders of the Company. For example, almost all
of the real estate and all of the mortgages included in the assets of the
Company are held by corporate subsidiaries. The Trustees do not intend to
provide insurance covering such risks to shareholders.

Transfer Agent and Registrar. Fleet National Bank, Providence, Rhode
Island, acts as transfer agent and registrar of the Shares.

DESCRIPTION OF DEBT SECURITIES

The Debt Securities are to be issued in one or more series under an
Indenture (the "Indenture") to be executed by the Company and a trustee (the
"Trustee"), a form of which has been filed as an exhibit to the Registration
Statement of which this Prospectus is a part. The terms of the Debt Securities
include those stated in the Indenture and those made a part of the Indenture
(before any supplements) by reference to the Trust Indenture Act of 1939, as
amended.

The following is a summary of certain provisions of the Indenture and does
not purport to be complete and is qualified in its entirety by reference to the
detailed provisions of the Indenture, including the definitions of certain
terms therein to which reference is hereby made, for a complete statement of
such provisions. Wherever particular provisions or

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sections of the Indenture or terms defined therein are referred to herein, such
provisions or definitions are incorporated herein by reference.

General. The Indenture does not limit the aggregate principal amount of
Debt Securities that may be issued thereunder and provides that Debt Securities
may be issued from time to time in one or more series. The Prospectus
Supplement will describe certain terms of any Debt Securities offered hereby,
including (i) the title of such Debt Securities; (ii) any limit on the
aggregate principal amount of such Debt Securities and their purchase price;
(iii) the date or dates on which such Debt Securities will mature; (iv) the
rate or rates per annum (or manner in which interest is to be determined) at
which such Debt Securities will bear interest, if any, and the date from which
such interest, if any, will accrue; (v) the dates on which such interest, if
any, on such Debt Securities will be payable and the regular record dates for
such interest payment dates; (vi) any mandatory or optional sinking fund or
analogous provisions; (vii) additional provisions, if any, for the defeasance
of such Debt Securities; (viii) the date, if any, after which and the price or
prices at which such Debt Securities may, pursuant to any optional or mandatory
redemption or repayment provisions, be redeemed and the other detailed terms
and provisions of any such optional or mandatory redemption or repayment
provisions; (ix) whether such Debt Securities are to be issued in whole or in
part in registered form represented by one or more registered global securities
(a "Registered Global Security") and, if so, the identity of the depository for
such Registered Global Security or Securities; (x) certain applicable United
States Federal income tax consequences; (xi) any provisions relating to
security for payments due under such Debt Securities; (xii) any provisions
relating to the conversion or exchange of such Debt Securities into or for
Shares or Debt Securities of another series; (xiii) any provisions relating to
the ranking of such Debt Securities in right of payment as compared to other
obligations of the Company; (xiv) the denominations in which such Debt
Securities are authorized to be issued; (xv) the place or places where
principal of, premium, if any, and interest, if any, on such Debt Securities
will be payable; and (xvi) any other specific term of such Debt Securities,
including any additional events of default or covenants provided for with
respect to such Debt Securities, and any terms that may be required by or
advisable under applicable laws or regulations.

Conversion Rights. The terms, if any, on which Debt Securities of any
series may be exchanged for or converted into Shares or Debt Securities of
another series will be set forth in the Prospectus Supplement relating thereto.
To protect the Company's status as a real estate investment trust ("REIT"), a
Holder may not convert any Debt Security, and such Debt Security shall not be
convertible by any Holder, if as a result of such conversion any person would
then be deemed to beneficially own, directly or indirectly, 9.9% or more of the
then outstanding Shares.

The conversion price will be subject to adjustment under certain
conditions, including (i) the payment of dividends (and other distributions) in
Shares on any class of shares of the Company; (ii) subdivisions, combinations
and reclassifications of Shares; (iii) the issuance to all or substantially all
holders of Shares of rights or warrants entitling them to subscribe for or
purchase Shares at a price per Share (or having a conversion price per Share)
less than the then current market price; and (iv) distributions to all or
substantially all holders of Shares or shares of any other class, or evidences
of indebtedness or assets (including

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securities, but excluding those rights, warrants, dividends and distributions
referred to above and dividends and distributions not prohibited under the
terms of the Indenture) of the Company, subject to the limitation that all
adjustments by reason of any of the foregoing would not be made until they
result in a cumulative change in the conversion price of at least 1%. In the
event the Company shall effect any capital reorganization or reclassification
of its Shares or shall consolidate or merge with or into any trust or
corporation (other than a consolidation or merger in which the Company is the
surviving entity) or shall sell or transfer substantially all its assets to any
other trust or corporation, the holders of the Debt Securities of any series
("Holders") shall, if entitled to convert such Debt Securities at any time
after such transaction, receive upon conversion thereof, in lieu of each Share
into which the Debt Securities of such series would have been convertible prior
to such transaction, the same kind and amount of stock and other securities,
cash or property as shall have been issuable or distributable in connection
with such transaction with respect to each Share.

A conversion price adjustment made according to the provisions of the Debt
Securities of any series (or the absence of provision for such an adjustment)
might result in a constructive distribution to the Holders of Debt Securities
of such series or holders of Shares that would be subject to taxation as a
dividend. The Company may, at its option, make such reductions in the
conversion price, in addition to those set forth above, as the Board of
Trustees of the Company deems advisable to avoid or dimish any income tax to
holders of Shares resulting from any dividend or distribution of Shares (or
rights to acquire Shares) or from any event treated as such for income tax
purposes or for any other reason. The Board of Trustees will also have the
power to resolve any ambiguity or correct any error in the provisions relating
to the adjustment of the conversion price of the Debt Securities of such series
and its actions in so doing shall be final and conclusive.

Fractional Shares will not be issued upon conversion, but, in lieu thereof,
the Company will pay a cash adjustment based upon market price.

The Holders of Debt Securities of any series at the close of business on an
interest payment record date shall be entitled to receive the interest payable
on such Debt Securities on the corresponding interest payment date
notwithstanding the conversion thereof. However, Debt Securities surrendered
for conversion during the period from the close of business on any record date
for the payment of interest to the opening of business on the corresponding
interest payment date must be accompanied by payment of an amount equal to the
interest payable on such interest payment date. Holders of Debt Securities of
any series who convert Debt Securities of such series on an interest payment
date will receive the interest payable by the Company on such date and need not
include payment in the amount of such interest upon surrender of such Debt
Securities for conversion. Except as aforesaid, no payment or adjustment is to
be made on conversion for interest accrued on the Debt Securities of any series
or for dividends on Shares.

Optional Redemption. The Debt Securities of any series will be subject to
redemption, in whole or from time to time in part, at any time for certain
reasons intended to protect the Company's status as a REIT at the option of the
Company on at least 30 days' prior notice by mail at a redemption price equal
to 100% of the principal amount, plus interest accrued to the date of
redemption. Except as otherwise set forth in the accompanying Prospectus

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Supplement, the Company may exercise its redemption powers solely with respect
to the securities of the security holder or holders which pose a threat to the
Company's REIT status and only to the extent deemed necessary by the Company's
Board of Trustees to preserve such status. (See "Redemption" under
"Description of Shares".) The Indenture does not contain any provision
requiring the Company to repurchase the Debt Securities of any series at the
option of the Holders thereof in the event of a leveraged buyout,
recapitalization or similar restructuring of the Company, even though the
Company's creditworthiness and the market value of the Debt Securities may
decline significantly as a result of such transaction. The Indenture does not
protect Holders of the Debt Securities of any series against any decline in
credit quality, whether resulting from any such transaction or from any other
cause.

Dividends, Distributions and Acquisitions of Shares of Beneficial Interest.
The Indenture provides that the Company will not (i) declare or pay any
dividend or make any distribution on its shares of beneficial interest or to
holders of its Shares (other than dividends or distributions payable in its
shares of beneficial interest or other than as the Company determines is
necessary to maintain its status as a REIT) or (ii) purchase, redeem or
otherwise acquire or retire for value any of its shares of beneficial interest
or permit any subsidiary to do so, if at the time of such action an Event of
Default (as defined in the Indenture) has occurred and is continuing or would
exist immediately after giving effect to such action.

Additional Covenants. Any additional covenants of the Company with respect
to a series of the Debt Securities will be set forth in the Prospectus
Supplement relative thereto.

Modification of the Indenture. Under the Indenture, with certain
exceptions, the rights and obligations of the Company with respect to any
series of Debt Securities and the rights of Holders of such series may only be
modified by the Company and the Trustee with the consent of the Holders of at
least a majority in principal amount of the outstanding Debt Securities of such
series. However, without the consent of each Holder of any Debt Securities
affected, an amendment, waiver or supplement may not (i) reduce the principal
of, or rate of interest on, any Debt Securities; (ii) change the stated
maturity date of the principal of, or any installment of interest on, any Debt
Securities; (iii) waive a default in the payment of the principal amount of, or
the interest on, or any premium payable on redemption of, any Debt Securities;
(iv) change the currency for payment of the principal of, or premium or
interest on, any Debt Securities; (v) impair the right to institute suit for
the enforcement of any such payment when due; (vi) adversely affect any right
to convert any Debt Securities; (vii) reduce the amount of outstanding Debt
Securities necessary to consent to an amendment, supplement or waiver provided
for in the Indenture; or (viii) modify any provisions of the Indenture relating
to the modification and amendment of the Indenture or waivers of past defaults,
except as otherwise specified.

Events of Default, Notice and Waiver. Except as otherwise set forth in the
accompanying Prospectus Supplement, the following is a summary of certain
provisions of the Indenture relating to events of default, notice and waiver.

-11-
13
The following are Events of Default under the Indenture with respect to any
series of Debt Securities: (i) default in the payment of interest on the Debt
Securities of such series when due and payable, which continues for 30 days;
(ii) default in the payment of principal of (and premium, if any) on the Debt
Securities when due, at maturity, upon redemption or otherwise, which continues
for five Business Days; (iii) failure to perform any other covenant of the
Company contained in the Indenture or the Debt Securities of such series which
continues for 60 days after written notice as provided in the Indenture; (iv)
default under any bond, debenture or other Indebtedness (as defined in the
Indenture) of the Company or any subsidiary if (a) either (x) such event of
default results from the failure to pay any such Indebtedness at maturity or
(y) as a result of such event of default, the maturity of such Indebtedness has
been accelerated prior to its expressed maturity and such acceleration shall
not be rescinded or annulled or the accelerated amount paid within ten days
after notice to the Company of such acceleration, or such Indebtedness having
been discharged, and (b) the principal amount of such Indebtedness, together
with the principal amount of any other such Indebtedness in default for failure
to pay principal or interest thereon, or the maturity of which has been so
accelerated, aggregates $10,000,000 or more; (v) certain events of bankruptcy,
insolvency or reorganization relating to the Company and (vi) any other Event
of Default provided with respect to the Debt Securities of that series.

If an Event of Default occurs and is continuing with respect to the Debt
Securities of any series, either the Trustee or the Holders of a majority in
aggregate principal amount of the outstanding Debt Securities of such series
may declare the Debt Securities due and payable immediately.

The Indenture provides that the Trustee will, within 90 days after the
occurrence of any Default or Event of Default with respect to the Debt
Securities of any series, give to the Holders of Debt Securities notice of all
uncured Defaults and Events of Default known to it, but the Trustee will be
protected in withholding such notice if it in good faith determines that the
withholding of such notice is in the interest of such Holders, except in the
case of a default in the payment of the principal of (or premium, if any) or
interest on any of the Debt Securities of such series.

The Indenture provides that the Holders of a majority in aggregate
principal amount of the Debt Securities of any series then outstanding may
direct the time, method and place of conducting any proceedings for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee with respect to the Debt Securities of such series. The right of a
Holder to institute a proceeding with respect to the Indenture is subject to
certain conditions precedent including notice and indemnity to the Trustee, but
the Holder has an absolute right to receipt of principal of (and premium, if
any) and interest on such Holder's Debt Securities on or after the respective
due dates expressed in the Debt Securities, and to institute suit for the
enforcement of any such payments.

The Holders of a majority in principal amount of the outstanding Debt
Securities of any series then outstanding may on behalf of the Holders of all
Debt Securities of such series waive certain past defaults, except a default in
payment of the principal of (or premium, if any) or interest on any Debt
Securities of such series or in respect of certain provisions of

-12-
14
the Indenture which cannot be modified or amended without the consent of the
Holder of each outstanding Debt Securities of such series affected thereby.

The Company will be required to furnish to the Trustee annually a statement
of certain officers of the Company stating whether or not they know of any
Default or Events of Default (as defined in the Indenture) and, if they have
knowledge of a Default or Event of Default, a description of the efforts to
remedy the same.

Consolidation, Merger, Sale or Conveyance. The Indenture provides that the
Company may merge or consolidate with, or sell or convey all or substantially
all of its assets to, any other trust or corporation, provided that (i) either
the Company shall be the continuing entity, or the successor entity (if other
than the Company) shall be an entity organized and existing under the laws of
the United States or a state thereof or the District of Columbia (although it
may, in turn, be owned by a foreign entity) and such entity shall expressly
assume by supplemental indenture all of the obligations of the Company under
the Debt Securities of any series and the Indenture; (ii) immediately after
giving effect to such transactions no Default or Event of Default shall have
occurred and be continuing, and (iii) the Company shall have delivered to the
Trustee an Officers' Certificate and opinion of counsel, stating that the
transaction and supplemental indenture comply with the Indenture.

Global Securities. The Debt Securities of a series may be issued in whole
or in part in global form (the "Global Securities"). The Global Securities
will be deposited with a depository (the "Depository"), or with a nominee for a
Depository, identified in the Prospectus Supplement. In such case, one or more
Global Securities will be issued in a denomination or aggregate denominations
equal to the portion of the aggregate principal amount of outstanding Debt
Securities of the series to be represented by such Global Security or
Securities. Unless and until it is exchanged in whole or in part for Debt
Securities in definitive form, a Global Security may not be transferred except
as a whole by the Depository for such Global Security to a nominee of such
Depository or by a nominee of such Depository to such Depository or another
nominee of such Depository or by such Depository or any such nominee to a
successor for such Depository or a nominee of such successor.

The specific material terms of the depository arrangement with respect to
any portion of a series of Debt Securities to be represented by a Global
Security will be described in the Prospectus Supplement. The Company
anticipates that the following provisions will apply to all depository
arrangements.

Upon the issuance of a Global Security, the Depository for such Global
Security will credit, on its book entry registration and transfer system, the
respective principal amounts of the Debt Securities represented by such Global
Security to the accounts of persons that have accounts with such Depository
("participants"). The accounts to be credited shall be designated by any
underwriters or agents participating in the distribution of such Debt
Securities. Ownership of beneficial interests in a Global Security will be
limited to participants or persons that may hold interests through
participants. Ownership of beneficial interests in such Global Security will
be shown on, and the transfer of that ownership will be effected only through
records maintained by the Depository for such Global Security (with

-13-
15
respect to interests of participants) or by participants or persons that hold
through participants (with respect to interests of persons other than
participants). So long as the Depository for a Global Security, or its
nominee, is the registered owner of such Global Security, such Depository or
such nominee as the case may be, will be considered the sole owner or Holder of
the Debt Securities represented by such Global Security for all purposes under
the Indenture; provided, however, that for purposes of obtaining any consents
or directions required to be given by the Holders of the Debt Securities, the
Company, the Trustee and its agents will treat a person as the holder of such
principal amount of Debt Securities as specified in a written statement of the
Depository.

Principal, premium, if any, and interest payments, if any, on Debt
Securities represented by a Global Security registered in the name of a
Depository or its nominee will be made to such Depository or its nominee, as
the case may be, as the registered owner of such Global Security. None of the
Company, the Trustee or any Paying Agent for such Debt Securities will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in such Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

The Company expects that the Depository for any Debt Securities represented
by a Global Security, upon receipt of any payment of principal, premium, if
any, or interest will immediately credit participants' accounts with payments
in amounts proportionate to their respective beneficial interests in the
principal amount of such Global Security as shown on the records of such
Depository. The Company also expects that payments by participants will be
governed by standing instructions and customary practices, as is now the case
with the securities held for the accounts of customers registered in "street
names," and will be the responsibility of such participants.

If the Depository for any Debt Securities represented by a Global Security
is at any time unwilling or unable to continue as Depository and a successor
Depository is not appointed by the Company within 90 days, the Company will
issue each Debt Security in definitive form to the beneficial owners thereof in
exchange for such Global Security. In addition, the Company may at any time
and in its sole discretion determine not to have any of the Debt Securities of
a series represented by one or more Global Securities and, in such event, will
issue Debt Securities of such series in definitive form in exchange for all of
the Global Security or Securities representing such Debt Securities.

The laws of some states require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such laws may impair
the ability to transfer beneficial interests in Debt Securities represented by
Global Securities.

Governing Law. The Indenture and the Debt Securities will be governed by
and construed in accordance with the laws, of the Commonwealth of
Massachusetts.

-14-
16
DESCRIPTION OF SECURITIES WARRANTS

The Company may issue Securities Warrants for the purchase of Debt
Securities or Shares. Securities Warrants may be issued independently or
together with Debt Securities or Shares offered by any Prospectus Supplement
and may be attached to or separate from such Debt Securities or Shares. Each
series of Securities Warrants will be issued under a separate warrant agreement
(a "Securities Warrant Agreement") to be entered into between the Company and a
bank or trust company, as Securities Warrant agent, all as set forth in the
Prospectus Supplement relating to the particular issue of offered Securities
Warrants. The Securities Warrant agent will act solely as an agent of the
Company in connection with the Securities Warrant certificates relating to the
Securities Warrants and will not assume any obligation or relationship of
agency or trust for or with any holders of Securities Warrant certificates or
beneficial owners of Securities Warrants. The following summaries of certain
provisions of the Securities Warrant Agreement and Securities Warrants do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all the provisions of the Securities Warrant Agreement and the
Securities Warrant certificates relating to each series of Security Warrants
which will be filed with the Commission and incorporated by reference as an
exhibit to the Registration Statement of which this Prospectus is a part at or
prior to the time of the issuance of such series of Security Warrants.

If Debt Securities Warrants are offered, the applicable Prospectus
Supplement will describe the terms of such Securities Warrants, including the
following where applicable: (i) the offering price, (ii) the denominations and
terms of the series of Debt Securities purchasable upon exercise of such
Securities Warrants, (iii) the designation and terms of any series of Debt
Securities with which such Securities Warrants are being offered and the number
of such Securities Warrants being offered with each such Debt Security, (iv)
the date, if any, on and after which such Securities Warrants and the related
series of Debt Securities will be transferable separately, (v) the principal
amount of the series of Debt Securities purchasable upon exercise of each such
Securities Warrant and the price at which such principal amount of Debt
Securities of such series may be purchased upon such exercise, (vi) the date on
which the right to exercise such Securities Warrants shall commence and the
date (the "Expiration Date") on which such right shall expire, (vii) whether
the Securities Warrants will be issued in registered or bearer form, (viii) any
special United States Federal income tax consequences, (ix) the terms, if any,
on which the Company may accelerate the Expiration Date and (ix) any other
terms of such Securities Warrants.

In the case of Share Warrants, the applicable Prospectus Supplement will
describe the terms of such Securities Warrants, including the following where
applicable: (i) the offering price, (ii) the aggregate number of Shares
purchasable upon exercise of such Securities Warrants and the exercise price,
(iii) the designation and terms of the series of Debt Securities with which
such Securities Warrants are being offered, if any, and the number of such
Securities Warrants being offered with each such Debt Security or Share, (iv)
the date, if any, on and after which such Securities Warrants and the related
series of Debt Securities or Shares will be transferable separately, (v) the
date on which the right to exercise such Securities Warrants shall commence and
the Expiration Date, (vi) any special United States Federal income tax
consequences and (vii) any other terms of such Securities Warrants.

-15-
17
Securities Warrant certificates may be exchanged for new Securities Warrant
certificates of different denominations, may (if in registered form) be
presented for registration of transfer, and may be exercised at the corporate
trust office of the Securities Warrant agent or any other office indicated in
the applicable Prospectus Supplement. Prior to the exercise of any Debt
Securities Warrants, holders of such Securities Warrants will not have any of
the rights of holders of the Debt Securities purchasable upon such exercise,
including the right to receive payments of principal of, premium, if any, or
interest, if any, on such Debt Securities or to enforce covenants in the
applicable indenture. Prior to the exercise of any Share Warrants, holders of
such Securities Warrants will not have any rights of holders of such Shares,
including the right to receive payments of dividends, if any, on such Shares,
or to exercise any applicable right to vote.

Certain Risk Considerations. Any Securities Warrants issued by the Company
will involve a certain degree of risk, including risks arising from the
fluctuations in the price of the underlying securities and general risks
applicable to the stock market (or markets) on which the underlying securities
are traded.

Prospective purchasers of the Securities Warrants should recognize that the
Securities Warrants may expire worthless and, thus, purchasers should be
prepared to sustain a total loss of the purchase price of their Securities
Warrants. This risk reflects the nature of a Securities Warrant as an asset
which, other factors held constant, tends to decline in value over time and
which may, depending on the price of the underlying securities, become
worthless when it expires. The trading price of a Securities Warrant at any
time is expected to increase as the price, or, if applicable, dividend rate on
the underlying securities increases. Conversely, the trading price of a
Securities Warrant is expected to decrease as the time remaining to expiration
of the Securities Warrant decreases and as the price or, if applicable,
dividend rate on the underlying securities, decreases. Assuming all other
factors are held constant, the more a Securities Warrant is "out of the money"
(i.e., the more the exercise price exceeds the price of the underlying
securities and the shorter its remaining term to expiration), the greater the
risk that a purchaser of the Securities Warrant will lose all or part of his or
her investment. If the price of the underlying securities does not rise before
the Securities Warrant expires to an extent sufficient to cover a purchaser's
cost of the Securities Warrant, the purchaser will lose all or part of his or
her investment in such Securities Warrant upon expiration.

In addition, prospective purchasers of the Securities Warrants should be
experienced with respect to options and option transactions and understand the
risks associated with options and should reach an investment decision only
after careful consideration, with their financial advisers, of the suitability
of the Securities Warrants in light of their particular financial circumstances
and the information discussed herein and, if applicable, the Prospectus
Supplement. Before purchasing, exercising or selling any Securities Warrants,
prospective purchasers and holders of Securities Warrants should carefully
consider, among other things, (i) the trading price of the Securities Warrants,
(ii) the price of the underlying securities at such time, (iii) the time
remaining to expiration and (iv) any related transaction costs. Some of the
factors referred to above are in turn influenced by various political, economic
and other factors that can affect the trading prices of the underlying
securities and should be carefully considered prior to making any investment
decisions.

-16-
18
Purchasers of the Securities Warrants should further consider that the
initial offering price of the Securities Warrants may be in excess of the price
that a purchaser of options might pay for a comparable option in a private,
less liquid transaction. In addition it is not possible to predict the price
at which the Securities Warrants will trade in the secondary market or whether
any such market will be liquid. The Company may, but is not obligated to, file
an application to list any Securities Warrants issued on a United States
national securities exchange. To the extent that any Securities Warrants are
exercised, the number of Securities Warrants outstanding will decrease, which
may result in a lessening of the liquidity of the Securities Warrants.
Finally, the Securities Warrants will constitute direct, unconditional and
unsecured obligations of the Company and as such will be subject to any changes
in the perceived creditworthiness of the Company.

Exercise of Securities Warrants. Each Securities Warrant will entitle the
holder thereof to purchase such principal amount of Debt Securities or number
of Shares, as the case may be, at such exercise price as shall in each case be
set forth in, or calculable from, the Prospectus Supplement relating to the
offered Securities Warrants. After the close of business on the Expiration
Date (or such later date to which such Expiration Date may be extended by the
Company), unexercised Securities Warrants will become void.

Securities Warrants may be exercised by delivering to the Securities
Warrant agent payment as provided in the applicable Prospectus Supplement of
the amount required to purchase the Debt Securities or Shares, as the case may
be, purchasable upon such exercise together with certain information set forth
on the reverse side of the Securities Warrant certificate. Securities Warrants
will be deemed to have been exercised upon receipt of payment of the exercise
price, subject to the receipt within five business days of the Securities
Warrant certificate evidencing such Securities Warrants. Upon receipt of such
payment and the Securities Warrant certificate properly completed and duly
executed at the corporate trust office of the Securities Warrant agent or any
other office indicated in the applicable Prospectus Supplement, the Company
will, as soon as practicable, issue and deliver the Debt Securities or Shares,
as the case may be, purchasable upon such exercise. If fewer than all of the
Securities Warrants represented by such Securities Warrant certificate are
exercised, a new Securities Warrant certificate will be issued for the
remaining amount of Securities Warrants.

Amendments and Supplements to Securities Warrant Agreement. The Securities
Warrant Agreements may be amended or supplemented without the consent of the
holders of the Securities Warrants issued thereunder, to effect changes that
are not inconsistent with the provisions of the Securities Warrants and that do
not adversely affect the interest of the holders of the Securities Warrants.

Share Warrant Adjustments. Unless otherwise indicated in the applicable
Prospectus Supplement, the exercise price of and the number of Shares covered
by a Share Warrant are subject to adjustment in certain events, including (i)
payment of a dividend on the Shares payable in Shares and Share splits
combinations or reclassification of Shares, (ii) issuance to all holders of
Shares of rights or warrants to subscribe for or purchase Shares at less than
their current market price (as defined in the Securities Warrant Agreement for
such series of Share Warrants), and (iii) certain distributions of evidences of
indebtedness or assets

-17-
19
(including securities but excluding cash, dividends or distributions paid out
of consolidated earnings or retained earnings or dividends payable in Shares or
of subscription rights and warrants excluding those referred to above).

No adjustments in the exercise price of and the number of Shares covered by
a Share Warrant will be made for regular quarterly or other periodic or
recurring cash dividends or distributions or for cash dividends or
distributions to the extent paid from consolidated earnings or retained
earnings. No adjustment will be required unless such adjustment would require
a change of at least 1% in the exercise price then in effect. Except as stated
above, the exercise price of and the number of Shares covered by a Share
Warrant will not be adjusted for the issuance of Shares or any securities
convertible into or exchangeable for Shares or carrying the right or option to
purchase or otherwise acquire the foregoing in exchange for cash, other
property or services.

In the event of any (i) consolidation or merger of the Company with or into
any entity (other than consolidation or a merger that does not result in any
reclassification, conversion, exchange or cancellation of outstanding Shares),
(ii) sale, transfer, lease or conveyance of all or substantially all of the
assets of the Company or (iii) reclassification, capital reorganization or
change of the Shares (other than solely a change in par value), then any holder
of a Share Warrant will be entitled, on or after the occurrence of any such
event, to receive on exercise of such Share Warrant the kind and amount of
Shares or other securities, cash or other property (or any combination thereof)
that the holder would have received had such holder exercised such holder's
Share Warrant immediately prior to the occurrence of such event. If the
consideration to be received upon exercise of the Share Warrant following any
such event consists of common stock (or its equivalent) of the surviving
entity, then from and after the occurrence of such event, the exercise price of
such Share Warrant will be subject to the same anti-dilution and other
adjustments described in the second preceding paragraph, applied as if such
common stock were Shares.

PLAN OF DISTRIBUTION

The Company may sell the Securities in any of three ways: (1) through
underwriting syndicates represented by one or more managing underwriters, or by
one or more underwriters without a syndicate; (ii) through agents designated
from time to time; and (iii) directly to investors. The names of any
underwriters or agents of the Company involved in the sale of the Securities in
respect of which this Prospectus is being delivered and any applicable
commissions or discounts will be set forth in the Prospectus Supplement. The
net proceeds to the Company from such sale will also be set forth in the
Prospectus Supplement.

Agents and underwriters may be entitled under agreements entered into with
the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments which the agents or underwriters may be required to
make in respect thereof. Agents and underwriters may engage in transactions
with or perform services for the Company in the ordinary course of business.

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LEGAL MATTERS

The validity of the Securities offered hereby will be passed upon for the
Company by Nutter, McClennen & Fish. In addition, Nutter, McClennen & Fish
will pass upon certain Federal income tax matters relating to the Company.

EXPERTS

The consolidated balance sheets of the Company as of December 31, 1992 and
1991 and the related consolidated statements of income, changes in
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 1992, and the financial statement schedules incorporated by
reference in this Prospectus and elsewhere in the Registration Statement, have
been audited by Coopers & Lybrand, independent accountants, as indicated in
their report with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing.
Any financial statements and schedules hereafter incorporated by reference in
the registration statement of which this Prospectus is a part that have been
audited and are the subject of a report by independent accountants will be so
incorporated by reference in reliance upon such reports and upon the authority
of such firms as experts in accounting and auditing to the extent covered by
consents filed with the Commission.

-19-
21

No dealer, salesman or other person has been authorized to give any information
or to make any representations, other than those herein, in connection with
this offering and, if given or made, such information or representations must
not be relied upon as having been authorized by the Company or any other
person. This Prospectus does not constitute an offer to sell, or solicitation
of an offer to buy, any of the Securities in any jurisdiction to any person to
whom it is unlawful to make such offer or solicitation in such jurisdiction.
The delivery of this Prospectus at any time does not imply that the information
in the Prospectus is correct as of any time subsequent to its date.

TABLE OF CONTENTS
Page
----
Available Information . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . . . . . 4
Ratio of Earnings to Fixed Charges . . . . . . . . . . . . . 6
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . 6
Description of Shares . . . . . . . . . . . . . . . . . . . . 6
Description of Debt Securities . . . . . . . . . . . . . . . 8
Description of Securities Warrants . . . . . . . . . . . . . 15
Plan of Distribution . . . . . . . . . . . . . . . . . . . . 18
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . 19
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

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

MEDITRUST

PROSPECTUS

February 16, 1994

---------------------------------
22
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits

The following is a list of exhibits filed as part of this Registration
Statement (numbering corresponds to numbering in Item 601 of Regulation S-K).

Exhibit Description
No. -----------
- -------
3.1 Restated Declaration of Trust, as amended (incorporated by
reference to Exhibit 3.1 to the Registration Statement Form S-3)
(File No. 33-43931)*

3.2 By-laws (incorporated by reference to Exhibit 3.2 to the
Registration Statement on Form S-11) (File No. 2-99544)*

4 Form of Indenture*

5 Opinion letter of Nutter, McClennen & Fish*

8 Opinion letter of Nutter, McClennen & Fish regarding tax matters*

12 Computation of Ratios of Earnings to Fixed Charges*

24.1 Consents of Nutter, McClennen & Fish (included in Exhibits 5
and 8)*

24.2 Consent of Coopers & Lybrand*

25.1 Power of Attorney (contained on Page II-5)*

25.2 Certified copy of resolution of Board of Trustees authorizing the
Power of Attorney*

26.1 Form T-1 Statement of Eligibility and Qualification of Fleet
National Bank under the Trust Indenture Act of 1939*

26.2 Form T-1 Statement of Eligibility and Qualification of Shawmut
Bank, N.A. under the Trust Indenture Act of 1939

* Previously filed

II-1
23
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-3 and has duly caused this post-effective
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of
Massachusetts on March 3, 1994.

MEDITRUST

By: /s/Abraham D. Gosman*
------------------------
Abraham D. Gosman, Chairman of the
Board and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment to
the registration statement has been signed by the following persons in the
capacities and on the dates indicated:

Signature Title Date
--------- ----- ----

/s/Abraham D. Gosman* Chairman of the
- -----------------------------------
Abraham D. Gosman Board and Chief
(Principal Executive Officer) Executive Officer March 3, 1994

/s/Lisa M. Pavelka* Treasurer and
- -----------------------------------
Lisa M. Pavelka (Principal Vice President
Financial and Accounting Officer) March 3, 1994

/s/David F. Benson* President
- -----------------------------------
David F. Benson and Trustee March 3, 1994

/s/Edward W. Brooke* Trustee March 3, 1994
- -----------------------------------
Edward W. Brooke

/s/Hugh L. Carey* Trustee March 3, 1994
- -----------------------------------
Hugh L. Carey

/s/Robert Cataldo* Trustee March 3, 1994
- -----------------------------------
Robert Cataldo

/s/Philip L. Lowe* Trustee March 3, 1994
- -----------------------------------
Philip L. Lowe

II-2
24

/s/Thomas J. Magovern* Trustee March 3, 1994
- ---------------------------------
Thomas J. Magovern

/s/Gerald Tsai, Jr.* Trustee March 3, 1994
- ---------------------------------
Gerald Tsai, Jr.

/s/Frederick W. Zuckerman* Trustee March 3, 1994
- ---------------------------------
Frederick W. Zuckerman

/s/ Paul R. Eklund
- --------------------------------------
Paul R. Eklund, Attorney-in-Fact*

* A Power of Attorney was previously
filed with the registration statement.

II-3