MEDITRUST
8A12BEF, 1995-08-11
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>   1





                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-A

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(B) OR (G) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                                   MEDITRUST
             (Exact name of registrant as specified in its charter)


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

      197 First Avenue, Needham, MA               02194 
(Address of principal executive offices)        (Zip Code)
                                 


Securities to be registered pursuant to Section l2(b) of the Act:

<TABLE>
<CAPTION>
         Title of Each Class                       Name of Each Exchange on Which
         to be so Registered                       Each Class is to be Registered      
         -------------------                       ------------------------------------
         <S>                                       <C>
         7.375% Notes                              New York Stock Exchange
         Due July 15, 2000

         7.60% Notes
         Due July 15, 2001                         New York Stock Exchange
</TABLE>

        If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box.  /x/

        If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant to
General Instruction A.(c)(2), please check the following box. / /

Securities to be registered pursuant to Section 12(g) of the Act:  None
<PAGE>   2
ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

         Incorporated by reference from the sections of the Prospectus dated
June 1, 1995 and the Prospectus Supplement thereto dated July 20, 1995 entitled
"Description of Debt Securities" and "Description of Notes," respectively,
which are contained in Meditrust's Registration Statement on Form S-3 (File No.
33-59215).

ITEM 2.  EXHIBITS

         List below all exhibits filed as a part of the registration statement:

<TABLE>
<CAPTION>
                                                                                            Method of
                    Exhibit No.                      Title                                  Filing   
                    -----------                      -----                                  ---------
                      <S>                     <C>                                           <C>          
                      4.1                     Form of Indenture of                          Incorporated by
                                              Trust between                                 reference to
                                              Meditrust and Fleet                           Exhibit 4.1 to Meditrust's
                                              National Bank                                 Registration Statement on Form S-3 
                                                                                            (File No. 33-50835).

                      4.2                     Form of First                                 Incorporated by
                                              Supplemental Indenture                        reference to
                                              between Meditrust and                         Exhibit 4.1 to 
                                              Fleet National Bank                           Meditrust's
                                                                                            Current Report on
                                                                                            Form 8-K dated July 13, 1995

                      4.3                     Form of 7.375% Note due                       Incorporated by
                                              July 15, 2000                                 reference to
                                                                                            Exhibit 4.2 to Meditrust's
                                                                                            Current Report on
                                                                                            Form 8-K dated July 13, 1995

                      4.4                     Form of 7.60% Note due                        Incorporated by
                                              July 15, 2001                                 reference to
                                                                                            Exhibit 4.3 to Meditrust's
                                                                                            Current Report on
                                                                                            Form 8-K dated July 13, 1995
</TABLE>
<PAGE>   3
SIGNATURE


     Pursuant to the requirements of Section 12 of the Securities Exchange 
Act of 1934, the registrant has duly caused this registration statement to 
be signed on behalf by the undersigned, thereto duly authorized.

                                        MEDITRUST


                                        By:/s/ Michael S. Benjamin 
                                           ----------------------------------
                                           Michael S. Benjamin
                                           Senior Vice President
                                               


                                        Date: August 4, 1995            
                                             --------------------------------









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