Exhibit 99.5


                                     PROXY
                              LA QUINTA INNS, INC.
                SPECIAL MEETING OF SHAREHOLDERS ON JUNE 18, 1998
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     Gary L. Mead, John F. Schmutz and William S. McCalmont and each of them,
are hereby constituted and appointed the lawful attorneys and proxies of the
undersigned, with full power of substitution, to vote and act as proxy with
respect to all shares of common stock of La Quinta Inns, Inc. (the "Company")
standing in the name of the undersigned on the books of the Company at the
close of business on April 22, 1998, at the Special Meeting of Shareholders to
be held at 9:00 a.m. on June 18, 1998 at La Quinta Inns, Inc., 112 E. Pecan
Street, Third Floor Conference Room, San Antonio, Texas, or any adjournment or
postponement thereof, upon the following proposal described in the accompanying
Joint Proxy Statement/Prospectus dated May 18, 1998.

     THE POWERS HEREBY GRANTED MAY BE EXERCISED BY ANY OF SAID ATTORNEYS OR
PROXIES OR THEIR SUBSTITUTES PRESENT AND ACTING AT THE SPECIAL MEETING OF
SHAREHOLDERS OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF OR, IF ONLY ONE BE
PRESENT AND ACTING, THEN BY THAT ONE. THE UNDERSIGNED HEREBY REVOKES ANY AND
ALL PROXIES HERETOFORE GIVEN BY THE UNDERSIGNED TO VOTE AT SAID MEETING.



                   Continued and to be signed on reverse side





[X}  Please mark votes as in
     this example.
  
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL AND ADOPTION OF THE
MERGER AGREEMENT.


1. PROPOSAL to approve and adopt the Agreement and Plan of Merger, as amended
   (the "Merger Agreement"), pursuant to which, among other things, La Quinta
   Inns, Inc. will merge with and into Meditrust Corporation.    
   FOR  [ ]      AGAINST  [ ]     ABSTAIN  [ ]

2. In their discretion, the Proxies are authorized to vote upon such other
   business as may properly come before the meeting or at any adjournments or
   postponements thereof.

                                   The undersigned hereby acknowledges receipt
                                   of the accompanying Notice of Special
                                   Meeting of Shareholders dated May 18, 1998
                                   and the Joint Proxy Statement/Prospectus.

                                   This Proxy when properly executed will be
                                   voted in the manner directed herein. If no
                                   direction is made, this Proxy will be voted
                                   FOR adoption of the Proposal listed above.

                                   MARK HERE IF YOU PLAN TO ATTEND THE 
                                   MEETING                                  [ ]

                                   MARK HERE FOR COMMENTS/ADDRESS CHANGE
                                   AND NOTE AT LEFT                         [ ]

                                   IMPORTANT: Please sign proxy as name
                                   appears. Joint owners should each sign
                                   personally. Trustees and others signing in a
                                   representative capacity should indicate the
                                   capacity in which they sign.


Signature: ______________ Date: _______  Signature:______________ Date: _______