HOSPITALITY PROPERTIES TRUST
10-Q/A, 1998-11-12
REAL ESTATE INVESTMENT TRUSTS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    ---------


                                   FORM 10-Q/A


[X]          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1998

                                       OR

[  ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                           Commission File No. 1-11527


                          HOSPITALITY PROPERTIES TRUST
               (Exact name of registrant as specified in charter)


               Maryland                                        04-3262075
            (State or other                                  (IRS employer
            jurisdiction of                               identification no.)
            incorporation)


400 Centre Street, Newton, Massachusetts                        02458
(Address of principal executive offices)                      (Zip code)

Registrant's telephone number, including area code:  617-964-8389

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]


                                                            Shares outstanding
                      Class                                 at October 28, 1998
                      -----                                 -------------------
Common shares of beneficial interest, $0.01 par value           42,845,539
per share


<PAGE>

                                     PART II

         Part II of the Quarterly Report on Form 10-Q for the Company's  quarter
ended  September  30,  1998 is hereby  amended to add Item 2 thereto  reading as
follows:

Item 2.  Changes in Securities.

         On July 17, 1998, pursuant to the Company's Incentive Share Award Plan,
officers of the Company and certain employees of its advisor,  REIT Management &
Research,  Inc.,  received grants  aggregating 8,000 common shares of beneficial
interest,  each  valued at $32 5/16 per share,  being the  closing  price of the
common shares on the New York Stock  Exchange on such date. The grants were made
pursuant to the  exemption  from  registration  contained in Section 4(2) of the
Securities Act of 1933, as amended.


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                      HOSPITALITY PROPERTIES TRUST



                                      By:   /s/ Thomas M. O'Brien          
                                            Thomas M. O'Brien, Treasurer and
                                            Chief Financial Officer

Date: November 11, 1998



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