Exhibit 4.1

                             [FRONT OF CERTIFICATE]

     Temporary Certificate-Exchangeable For Definitive Engraved Certificate
                           When Available for Delivery

[Graphic which            HOSPITALITY PROPERTIES TRUST       [Graphic which
contains: Number                                        contains: SHARES ______]
PBT _______]

                              A MARYLAND REAL ESTATE INVESTMENT TRUST

8.875% SERIES B CUMULATIVE                           8.875% SERIES B CUMULATIVE
REDEEMABLE PREFERRED SHARES                          REDEEMABLE PREFERRED SHARES

THIS CERTIFICATE IS TRANSFERABLE IN
BOSTON OR IN NEW YORK CITY                           CUSIP 44106M  40  9

SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION

THIS CERTIFIES THAT
                                 -- SPECIMEN --
IS THE REGISTERED HOLDER OF

FULLY PAID AND  NONASSESSABLE  8.875% SERIES B CUMULATIVE  REDEEMABLE  PREFERRED
SHARES OF BENEFICIAL INTEREST, WITHOUT PAR VALUE, IN

[Superimposed over the following paragraph are the words "Preferred Shares"]

Hospitality  Properties Trust (the "Trust"),  a Maryland Real Estate  Investment
Trust  established  by  Declaration of Trust made as of May 12, 1995, as amended
from time to time, a copy of which,  together with all  amendments  thereto (the
"Declaration"), is on file with the State Department of Assessments and Taxation
of Maryland.  The provisions of the Declaration and the Bylaws of the Trust, and
all  amendments  thereto,  are  hereby  incorporated  in and made a part of this
certificate as fully as if set forth herein in their  entirety,  to all of which
provisions  the holder and every  transferee or assignee  hereof by accepting or
holding the same agrees to be bound.  See reverse  for  existence  of  Trustees'
authority to determine  preferences  and other  rights of  subsequent  series of
shares, and of restriction on transfer provisions governing the shares evidenced
by this  certificate.  This  certificate  and the  shares  evidenced  hereby are
negotiable and  transferable on the books of the Trust by the registered  holder
hereof  in  person  or by its  duly  authorized  agent  upon  surrender  of this
certificate  properly  endorsed  or  assigned  to the  same  extent  as a  stock
certificate and the shares of a Maryland  corporation.  This  certificate is not
valid until countersigned by the Transfer Agent and registered by the Registrar.

Witness the facsimile seal of the Trust and the facsimile signatures of its duly
authorized officers.

Dated:

                                 [Seal of Trust]

            [Pin-printed is the word "SPECIMEN" above each signature]

/s/ Mark L. Kleifges                       /s/ John G. Murray
--------------------                       ------------------
TREASURER                                  PRESIDENT AND CHIEF OPERATING OFFICER

THE DECLARATION OF TRUST PROVIDES THAT THE NAME  "HOSPITALITY  PROPERTIES TRUST"
REFERS TO THE TRUSTEES UNDER THE DECLARATION OF TRUST, COLLECTIVELY AS TRUSTEES,
BUT NOT  INDIVIDUALLY OR PERSONALLY,  AND NO TRUSTEE,  SHAREHOLDER,  EMPLOYEE OR
AGENT  OF THE  TRUST  SHALL  BE  HELD  TO ANY  PERSONAL  LIABILITY,  JOINTLY  OR
SEVERALLY,  IN CONNECTION  WITH THIS  INSTRUMENT.  ALL PERSONS  DEALING WITH THE
TRUST IN ANY WAY SHALL LOOK ONLY TO THE  ASSETS OF THE TRUST FOR  PAYMENT OF ANY
SUM OR PERFORMANCE OF ANY OBLIGATION.

COUNTERSIGNED AND REGISTERED:
EQUISERVE TRUST COMPANY, N.A.
(BOSTON)
TRANSFER AGENT AND REGISTRAR


BY
AUTHORIZED SIGNATURE


<PAGE>



                            [REVERSE OF CERTIFICATE]

                          HOSPITALITY PROPERTIES TRUST
                                IMPORTANT NOTICE

THE TRUST WILL FURNISH TO ANY SHAREHOLDER, ON REQUEST AND WITHOUT CHARGE, A FULL
STATEMENT OF THE INFORMATION  REQUIRED BY SECTION  8-203(d) OF THE  CORPORATIONS
AND  ASSOCIATIONS  ARTICLE OF THE ANNOTATED CODE OF MARYLAND WITH RESPECT TO THE
DESIGNATIONS  AND ANY PREFERENCES,  CONVERSION AND OTHER RIGHTS,  VOTING POWERS,
RESTRICTIONS,   LIMITATIONS   AS   TO   DIVIDENDS   AND   OTHER   DISTRIBUTIONS,
QUALIFICATIONS,  AND TERMS AND  CONDITIONS  OF  REDEMPTION OF THE SHARES OF EACH
CLASS OF BENEFICIAL  INTEREST WHICH THE TRUST HAS AUTHORITY TO ISSUE AND, IF THE
TRUST IS AUTHORIZED  TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN SERIES,  (i) THE
DIFFERENCES IN THE RELATIVE  RIGHTS AND  PREFERENCES  BETWEEN THE SHARES OF EACH
SERIES TO THE EXTENT SET, AND (ii) THE AUTHORITY OF THE BOARD OF TRUSTEES TO SET
SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. THE FOREGOING SUMMARY DOES NOT
PURPORT TO BE  COMPLETE  AND IS  SUBJECT TO AND  QUALIFIED  IN ITS  ENTIRETY  BY
REFERENCE TO THE DECLARATION OF TRUST OF THE TRUST, A COPY OF WHICH WILL BE SENT
WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS. SUCH REQUEST MUST BE MADE TO
THE SECRETARY OF THE TRUST AT ITS PRINCIPAL OFFICE OR TO THE TRANSFER AGENT.

IF NECESSARY TO EFFECT COMPLIANCE BY THE TRUST WITH REQUIREMENTS OF THE INTERNAL
REVENUE CODE RELATING TO REAL ESTATE INVESTMENT TRUSTS,  OWNERSHIP OF THE SHARES
REPRESENTED  BY THIS  CERTIFICATE  MAY BE  RESTRICTED  BY THE TRUST  AND/OR  THE
TRANSFER  THEREOF MAY BE PROHIBITED  ALL UPON THE TERMS AND CONDITIONS SET FORTH
IN THE  DECLARATION  OF TRUST.  THE TRUST WILL  FURNISH A COPY OF SUCH TERMS AND
CONDITIONS TO THE REGISTERED HOLDER OF THIS CERTIFICATE UPON REQUEST AND WITHOUT
CHARGE.

The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall  be  construed  as  though  they  were  written  out in full
according to applicable laws or regulations:

TEN COM - as tenants in common           UNIF GIFT MIN  ACT-_____Custodian______
TEN ENT - as tenants by the entireties                     (Cust)       (Minor)
JT TEN  - as joint tenants with right             under Uniform Gifts to Minors
             or survivorship and not as           Act _________________________
             tenants in common                                    (State)


Additional abbreviations may also be used though not in the above list.

For value received _____________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF NEW OWNER
[BOX] _____________________

________________________________________________________________________________
                       PLEASE PRINT OR TYPEWRITE NAME AND
                 ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE.

________________________________________________________________________________
Shares of Beneficial  Interest  represented  by the within  Certificate,  and do
hereby irrevocably constitute and appoint

_______________________________________________Attorney  to  transfer  the  said
shares on the books of the within-named Trust with full power of substitution in
the premises.


Dated  _______________________________

                           (Sign  here) ___________________________________
                           NOTICE:   THE  SIGNATURE  TO  THIS   ASSIGNMENT  MUST
                           CORRESPOND  WITH THE NAME AS WRITTEN UPON THE FACE OF
                           THE  CERTIFICATE,   IN  EVERY   PARTICULAR,   WITHOUT
                           ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed: _________________________________
                         The   signature(s)     must    be
                         guaranteed   by    an    eligible
                         guarantor   institution   (Banks,
                         Stockbrokers,  Savings  and  Loan
                         Associations  and  Credit  Unions
                         with membership  in  an  approved
                         signature   guarantee   Medallion
                         Program), pursuant to S.E.C. Rule
                         17Ad-15.