**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, DC  20549**

**FORM 10-Q**

**x****        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)**

**OFTHE SECURITIES EXCHANGE ACT OF 1934**

**For thequarterly period ended June 30, 2007**

**OR**

**o****        TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934**

**CommissionFile Number****1-15319**

**SENIOR HOUSING PROPERTIES TRUST**

(Exact Name ofRegistrant as Specified in Its Charter)

| **Maryland**                                                     | ** ** | **04-3445278**                     |
|------------------------------------------------------------------|------------|------------------------------------|
| (State or Other  Jurisdiction of Incorporation or  Organization) |       | (IRS Employer  Identification No.) |
|                                                             |
| **400  Centre Street, Newton, Massachusetts 02458**              |
| (Address of  Principal Executive Offices) (Zip Code)             |
|                                                             |
| **617-796-8350**                                                 |
| (Registrant’s  Telephone Number, Including Area Code)       |

 

Indicate by check mark whether the registrant:  (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months, and (2) has been subject to such filing requirements forthe past 90 days.   Yes x  No o

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer.  See definition of“accelerated filer and large accelerated filer” in Rule 12b-2 of the ExchangeAct.   (Check one):
| Large  Accelerated Filer x | Accelerated Filer o | Non-Accelerated Filer o |
|----------------------------|---------------------|-------------------------|

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act).   Yes o  No x

Number of registrant’s common shares outstanding as of July 27, 2007:83,653,912.

 

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SENIOR HOUSING PROPERTIESTRUST

FORM 10-Q

June 30, 2007

INDEX
| PART I  |   | Financial Information                                                                       |   |   |
|---------|--------|---------------------------------------------------------------------------------------------|--------|--------|
|    |   |                                                                                        |   |   |
| Item 1. |   | Financial Statements  (unaudited)                                                           |   |   |
|    |   |                                                                                        |   |   |
|    |   | Consolidated Balance  Sheet – June 30, 2007 and  December 31, 2006                     |   |   |
|    |   |                                                                                        |   |   |
|    |   | Consolidated  Statement of Income – Three and Six Months Ended June 30, 2007 and 2006  |   |   |
|    |   |                                                                                        |   |   |
|    |   | Consolidated  Statement of Cash Flows – Six Months  Ended June 30, 2007 and 2006       |   |   |
|    |   |                                                                                        |   |   |
|    |   | Notes to  Consolidated Financial Statements                                                 |   |   |
|    |   |                                                                                        |   |   |
| Item 2. |   | Management’s  Discussion and Analysis of Financial Condition and Results of Operations |   |   |
|    |   |                                                                                        |   |   |
| Item 3. |   | Quantitative  and Qualitative Disclosures about Market Risk                                 |   |   |
|    |   |                                                                                        |   |   |
| Item 4. |   | Controls and  Procedures                                                                    |   |   |
|    |   |                                                                                        |   |   |
|    |   | Warning  Concerning Forward Looking Statements                                              |   |   |
|    |   |                                                                                        |   |   |
|    |   | Statement  Concerning Limited Liability                                                     |   |   |
|    |   |                                                                                        |   |   |
| PART II |   | Other Information                                                                           |   |   |
|    |   |                                                                                        |   |   |
| Item 2. |   | Unregistered  Sales of Equity Securities and Use of Proceeds                                |   |   |
|    |   |                                                                                        |   |   |
| Item 4. |   | Submission of  Matters to a Vote of Security Holders                                        |   |   |
|    |   |                                                                                        |   |   |
| Item 6. |   | Exhibits                                                                                    |   |   |
|    |   |                                                                                        |   |   |
|    |   | Signatures                                                                                  |   |   |

 

*In thisQuarterly Report on Form 10-Q, the terms “SNH”, “Senior Housing”, “the Company”,“we”, “us” and “our” refer to  SeniorHousing Properties Trust and its consolidated subsidiaries, unless otherwisenoted.*

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SENIOR HOUSING PROPERTIESTRUST

**PART I.     FinancialInformation**

**Item 1.       Financial Statements**

CONSOLIDATED BALANCE SHEET

(in thousands, except share amounts)
| ** **                                                                                                                                                                                            | ** ** | **June 30,** | ** ** | **December 31,** | ** ** |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------|------------|-----------------------|------------|
| ** **                                                                                                                                                                                            | ** ** | **2007**          | ** ** | **2006**              | ** ** |
| ** **                                                                                                                                                                                            | ** ** | **(unaudited)**   | ** ** | ** **            | ** ** |
| ASSETS                                                                                                                                                                                                |       |              |       |                  |       |
| Real estate properties,  at cost:                                                                                                                                                                     |       |              |       |                  |       |
| Land                                                                                                                                                                                                  |       | $                 | 198,883    |                  | $          | 198,887 |   |
| Buildings and  improvements                                                                                                                                                                           |       | 1,632,642         |       | 1,615,471             |       |
|                                                                                                                                                                                                  |       | 1,831,525         |       | 1,814,358             |       |
| Less accumulated  depreciation                                                                                                                                                                        |       | 299,806           |       | 276,507               |       |
|                                                                                                                                                                                                  |       | 1,531,719         |       | 1,537,851             |       |
|                                                                                                                                                                                                  |       |              |       |                  |       |
| Cash and cash  equivalents                                                                                                                                                                            |       | 8,924             |       | 5,464                 |       |
| Restricted cash                                                                                                                                                                                       |       | 2,478             |       | 2,435                 |       |
| Investments in trading  securities                                                                                                                                                                    |       | 10,153            |       | —                |       |
| Deferred financing  fees, net                                                                                                                                                                         |       | 6,949             |       | 8,173                 |       |
| Other assets                                                                                                                                                                                          |       | 24,408            |       | 30,851                |       |
| Total assets                                                                                                                                                                                          |       | $                 | 1,584,631  |                  | $          | 1,584,774 |   |
|                                                                                                                                                                                                  |       |              |       |                  |       |
| LIABILITIES AND  SHAREHOLDERS’ EQUITY                                                                                                                                                            |       |              |       |                  |       |
| Unsecured revolving  credit facility                                                                                                                                                                  |       | $                 | —     |                  | $          | 112,000 |   |
| Senior unsecured notes  due 2012 and 2015, net of discount                                                                                                                                            |       | 321,801           |       | 341,673               |       |
| Secured debt and  capital leases                                                                                                                                                                      |       | 90,559            |       | 91,412                |       |
| Accrued interest                                                                                                                                                                                      |       | 10,722            |       | 11,694                |       |
| Other liabilities                                                                                                                                                                                     |       | 8,172             |       | 8,529                 |       |
| Total liabilities                                                                                                                                                                                     |       | 431,254           |       | 565,308               |       |
|                                                                                                                                                                                                  |       |              |       |                  |       |
| Commitments and  contingencies                                                                                                                                                                        |       |              |       |                  |       |
|                                                                                                                                                                                                  |       |              |       |                  |       |
| Shareholders’ equity:                                                                                                                                                                            |       |              |       |                  |       |
| Common shares of  beneficial interest, $0.01 par value:  86,700,000 shares authorized, 83,653,912 and 77,613,127 shares issued and  outstanding at  June 30, 2007 and December 31, 2006, respectively |       | 837               |       | 776                   |       |
| Additional  paid-in capital                                                                                                                                                                           |       | 1,367,431         |       | 1,214,863             |       |
| Cumulative net  income                                                                                                                                                                                |       | 376,675           |       | 338,504               |       |
| Cumulative  distributions                                                                                                                                                                             |       | (595,491          | )          | (540,663              | )          |
| Unrealized gain  on investments                                                                                                                                                                       |       | 3,925             |       | 5,986                 |       |
| Total  shareholders’ equity                                                                                                                                                                      |       | 1,153,377         |       | 1,019,466             |       |
| Total liabilities and  shareholders’ equity                                                                                                                                                      |       | $                 | 1,584,631  |                  | $          | 1,584,774 |   |

 

*See accompanying notes.*

1

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SENIORHOUSING PROPERTIES TRUST

CONSOLIDATED STATEMENT OFINCOME

(in thousands,except per share amounts)

(unaudited)
| ** **                             | ** ** | **Three Months Ended  June 30,** | ** ** | **Six Months Ended  June 30,** | ** ** |
|----------------------------------------|------------|-------------------------------------------------|------------|-----------------------------------------------|------------|
| ** **                             | ** ** | **2007**                                        | ** ** | **2006**                                      | ** ** | **2007** | ** ** | **2006** | ** ** |
| Revenues:                              |       |                                            |       |                                          |       |   |   |   |   |
| Rental income                          |       | $                                               | 44,406     |                                          | $          | 40,921 |   | $ | 88,708 |   | $ | 81,744 |   |
| Interest and other income              |       | 556                                             |       | 355                                           |       | 1,006 |   | 701 |   |
| Total revenues                         |       | 44,962                                          |       | 41,276                                        |       | 89,714 |   | 82,445 |   |
|                                   |       |                                            |       |                                          |       |   |   |   |   |
| Expenses:                              |       |                                            |       |                                          |       |   |   |   |   |
| Interest                               |       | 9,160                                           |       | 11,546                                        |       | 19,053 |   | 22,917 |   |
| Depreciation                           |       | 11,704                                          |       | 10,922                                        |       | 23,299 |   | 21,653 |   |
| General and administrative             |       | 3,449                                           |       | 3,383                                         |       | 7,165 |   | 6,783 |   |
| Impairment of assets                   |       | —                                          |       | 1,420                                         |       | — |   | 1,420 |   |
| Loss on early extinguishment of debt   |       | —                                          |       | 1,319                                         |       | 2,026 |   | 6,526 |   |
| Total expenses                         |       | 24,313                                          |       | 28,590                                        |       | 51,543 |   | 59,299 |   |
|                                   |       |                                            |       |                                          |       |   |   |   |   |
| Net income                             |       | $                                               | 20,649     |                                          | $          | 12,686 |   | $ | 38,171 |   | $ | 23,146 |   |
|                                   |       |                                            |       |                                          |       |   |   |   |   |
| Weighted average  shares outstanding   |       | 83,649                                          |       | 71,817                                        |       | 82,240 |   | 71,814 |   |
|                                   |       |                                            |       |                                          |       |   |   |   |   |
| Basic and  diluted earnings per share: |       |                                            |       |                                          |       |   |   |   |   |
| Net income                             |       | $                                               | 0.25       |                                          | $          | 0.18 |   | $ | 0.46 |   | $ | 0.32 |   |

 

*Seeaccompanying notes*.

2

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SENIOR HOUSING PROPERTIES TRUST

CONSOLIDATEDSTATEMENT OF CASH FLOWS

(in thousands)

(unaudited)
| ** **                                                                     | ** ** | **Six Months Ended  June 30,** | ** ** |
|--------------------------------------------------------------------------------|------------|-----------------------------------------------|------------|
| ** **                                                                     | ** ** | **2007**                                      | ** ** | **2006** | ** ** |
| Cash flows from  operating activities:                                         |       |                                          |       |   |   |
| Net income                                                                     |       | $                                             | 38,171     |   | $ | 23,146 |   |
| Adjustments to reconcile net income to cash provided  by operating activities: |       |                                          |       |   |   |
| Depreciation                                                                   |       | 23,299                                        |       | 21,653 |   |
| Impairment of assets                                                           |       | —                                        |       | 1,420 |   |
| Loss on early extinguishment of debt                                           |       | 2,026                                         |       | 6,526 |   |
| Amortization of deferred financing fees and debt discounts                     |       | 1,084                                         |       | 909 |   |
| Change in assets and liabilities:                                              |       |                                          |       |   |   |
| Restricted cash                                                                |       | (43                                           | )          | 382 |   |
| Investments in trading securities                                              |       | (10,153                                       | )          | — |   |
| Other assets                                                                   |       | 5,228                                         |       | (6,037 | ) |
| Accrued interest                                                               |       | (972                                          | )          | (841 | ) |
| Other liabilities                                                              |       | (252                                          | )          | 6,806 |   |
| Cash provided by operating activities                                          |       | 58,388                                        |       | 53,964 |   |
|                                                                           |       |                                          |       |   |   |
| Cash flows used  for investing activities:                                     |       |                                          |       |   |   |
| Acquisitions                                                                   |       | (17,167                                       | )          | (11,076 | ) |
| Cash used for investing activities                                             |       | (17,167                                       | )          | (11,076 | ) |
|                                                                           |       |                                          |       |   |   |
| Cash flows from  financing activities:                                         |       |                                          |       |   |   |
| Proceeds from issuance of common shares, net                                   |       | 151,670                                       |       | — |   |
| Proceeds from borrowings on revolving bank credit  facility                    |       | 22,000                                        |       | 90,000 |   |
| Repayments of borrowings on revolving bank credit  facility                    |       | (134,000                                      | )          | (13,000 | ) |
| Repayment of senior notes                                                      |       | (21,750                                       | )          | (56,634 | ) |
| Repayment of junior subordinated debentures                                    |       | —                                        |       | (28,241 | ) |
| Repayment of other debt                                                        |       | (853                                          | )          | (948 | ) |
| Distributions to shareholders                                                  |       | (54,828                                       | )          | (45,960 | ) |
| Cash used for financing activities                                             |       | (37,761                                       | )          | (54,783 | ) |
|                                                                           |       |                                          |       |   |   |
| Increase (decrease)  in cash and cash equivalents                              |       | 3,460                                         |       | (11,895 | ) |
| Cash and cash  equivalents at beginning of period                              |       | 5,464                                         |       | 14,642 |   |
| Cash and cash  equivalents at end of period                                    |       | $                                             | 8,924      |   | $ | 2,747 |   |
|                                                                           |       |                                          |       |   |   |
| Supplemental  cash flow information:                                           |       |                                          |       |   |   |
| Interest paid                                                                  |       | $                                             | 18,942     |   | $ | 22,850 |   |
|                                                                           |       |                                          |       |   |   |
| Non-cash  investing activity:                                                  |       |                                          |       |   |   |
| Increase in capital lease assets                                               |       | —                                        |       | $ | (9,975 | ) |
|                                                                           |       |                                          |       |   |   |
| Non-cash  financing activities:                                                |       |                                          |       |   |   |
| Increase in capital lease obligations                                          |       | —                                        |       | $ | 9,975 |   |
| Issuance of  common shares                                                     |       | $                                             | 959        |   | $ | 132 |   |

 

*See accompanying notes.*

3

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SENIOR HOUSING PROPERTIESTRUST

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

**Note1.  Basis of Presentation**

Theaccompanying consolidated financial statements of Senior Housing PropertiesTrust and our consolidated subsidiaries have been prepared without audit.  Certain information and footnote disclosuresrequired by accounting principles generally accepted in the United States forcomplete financial statements have been condensed or omitted.  We believe the disclosures made are adequateto make the information presented not misleading.  However, the accompanying consolidatedfinancial statements should be read in conjunction with the consolidatedfinancial statements and notes contained in our Annual Report on Form 10-K forthe year ended December 31, 2006.  In theopinion of our management, all adjustments, which include only normal recurringadjustments considered necessary for a fair presentation, have been included.All intercompany transactions and balances between us and our consolidated subsidiarieshave been eliminated. Operating results for interim periods are not necessarilyindicative of the results that may be expected for the full year.Reclassifications have been made to the prior year’s financial statements toconform to the current year’s presentation.

**Note2.  Real Estate Properties**

At June 30, 2007, we owned 196 properties located in32 states.

In March 2007, we agreed to purchase, from anunaffiliated third party, two senior living properties with a total of 112units for approximately $14.1 million. Residents of these communities pay allof their charges with their private resources. We intend to add theseproperties to our combined lease for 114 properties with Five Star QualityCare, Inc., or Five Star, which has a current term expiring in 2020 and theannual rent under this combined lease will increase by $1.1 million. Percentagerent, based on increases in gross revenues at these properties, will commencein 2009. We expect to fund this acquisition using cash on hand and, if necessary,borrowings under our revolving credit facility and by assuming two mortgages,one for $3.6 million at 5.7% per annum and one for $3.6 million at 6.2% perannum. Both mortgages mature in 2041, but are prepayable in 2008. The purchaseof these properties is contingent upon approval of mortgage lenders, completionof diligence by us and other customary closing conditions. We can provide noassurances that we will purchase either of these properties.

During the six months ended June 30, 2007, pursuant tothe terms of our existing leases with Five Star, we purchased $17.1 million ofimprovements made to our properties leased by Five Star, and, as a result, theannual rent payable to us by Five Star increased by approximately $1.7 million.

**Note3.  Investments in Trading Securities**

Investments in trading securities include securitiesthat are held principally for resale in the near term. These investments arecarried at fair value, with changes in fair value recorded in interest andother income on our consolidated statement of income. Investments in tradingsecurities held at June 30, 2007 consisted entirely of auction rate securities.We did not hold any investments in trading securities at June 30, 2006.Interest and dividends are included in interest and other income on ourconsolidated statement of income. For the six months ended June 30, 2007, theseinvestments generated interest income of approximately $152,900.

**Note4.  Unrealized Gain on Investments**

On June 30, 2007, we owned one million common sharesof HRPT Properties Trust, or HRPT, and 35,000 common shares of Five Star, whichare classified as available for sale securities and are carried at fair marketvalue in other assets on our consolidated balance sheet. The unrealized gain oninvestments shown on our consolidated balance sheet represents the differencebetween the closing market prices of these HRPT and Five Star shares on June29, 2007 ($10.40 and $7.98 per share, respectively) and their costs on thedates they were acquired ($6.50 and $7.26 per share, respectively).

4

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**Note  5. Comprehensive Income**

The following is a reconciliation of net income tocomprehensive income for the three and six months ended June 30, 2007 and 2006(dollars in thousands):
| ** **                               | ** ** | **Three Months Ended June 30,** | ** ** | **Six Months Ended June 30,** | ** ** |
|------------------------------------------|------------|-----------------------------------------------------|------------|---------------------------------------------------|------------|
| ** **                               | ** ** | **2007**                                            | ** ** | **2006**                                          | ** ** | **2007** | ** ** | **2006** | ** ** |
| Net income                               |       | $                                                   | 20,649     |                                              | $          | 12,686 |   | $ | 38,171 |   | $ | 23,146 |   |
| Other  comprehensive income:             |       |                                                |       |                                              |       |   |   |   |   |
| Change in unrealized gain on investments |       | (1,981                                              | )          | (173                                              | )          | (2,061 | ) | 1,322 |   |
| Comprehensive income                     |       | $                                                   | 18,668     |                                              | $          | 12,513 |   | $ | 36,110 |   | $ | 24,468 |   |

 

**Note  6.  FIN48**

In June 2006, theFinancial Accounting Standards Board issued Interpretation No. 48 “Accountingfor Uncertainty in Income Taxes”, or FIN 48. FIN 48 prescribes how weshould recognize, measure and present in our financial statements uncertain taxpositions that have been taken or are expected to be taken in a tax return.Pursuant to FIN 48, we can recognize a tax benefit only if it is “more likelythan not” that a particular tax position will be sustained upon examination oraudit. To the extent the “more likely than not” standard has been satisfied,the benefit associated with a tax position is measured as the largest amountthat is greater than 50% likely of being realized upon settlement.

We are subject to U.Sfederal income tax as well as income tax of multiple state and localjurisdictions but, as a real estate investment trust, or REIT, we generally donot pay income tax on our net income distributed to our shareholders. Asrequired, we adopted FIN 48 effective January 1, 2007 and have concluded thatthe effect is not material to our consolidated financial statements.Accordingly, we did not record a cumulative effect adjustment related to theadoption of FIN 48.

**Note7.  Indebtedness**

We have a $550.0million, interest only, unsecured revolving credit facility. Our revolvingcredit facility matures in December 2010 and may be extended at our option toDecember 2011 upon our payment of an extension fee. The interest rate (6.1% atJune 30, 2007) is LIBOR plus a premium. As of June 30, 2007, we have no amountsoutstanding under this credit facility.

**Note8.  Shareholders’ Equity**

On May 16, 2007, we paida $0.34 per share, or $28.4 million, distribution to our common shareholdersfor the quarter ended March 31, 2007.  OnJuly 6, 2007, we declared a distribution of $0.34 per share, or $28.4 million,to be paid to common shareholders of record on July 19, 2007, with respect toour results for the quarter ended June 30, 2007. We expect to pay thisdistribution on or about August 16, 2007.

5

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**Item2.  Management’s Discussion and Analysisof Financial Condition and Results of Operations**

The following discussion should be read inconjunction with our consolidated financial statements and notes theretoincluded in this quarterly report and our Annual Report on Form 10-K for theyear ended December 31, 2006.

**PORTFOLIO OVERVIEW**

**The following tables present anoverview of our portfolio:**
| **As of June 30, 2007  (dollars in thousands)** | ** ** | **# of  Properties** | ** ** | **# of Units/Beds** | ** ** | **Carrying Value   of Investment (1)** | ** ** | **% of  Investment** | ** ** | **Annualized  Current Rent** | ** ** | **% of  Annualized  Current Rent** | ** ** |
|-------------------------------------------------------------------------------|------------|---------------------------|------------|-------------------------------|------------|------------------------------------------------------------|------------|---------------------------|------------|-----------------------------------|------------|----------------------------------------------|------------|
|                                                                          |       |                      |       |                          |       |                                                       |       |                      |       |                              |       |                                         |       |
| Facility Type                                                                 |       |                      |       |                          |       |                                                       |       |                      |       |                              |       |                                         |       |
|                                                                          |       |                      |       |                          |       |                                                       |       |                      |       |                              |       |                                         |       |
| Independent  living communities (2)                                           |       | 41                        |       | 11,213                        |       | $                                                          | 1,012,139  |                      | 55.2       | %                                 | $          | 98,921                                       |       | 54.5 | % |
| Assisted living  facilities                                                   |       | 95                        |       | 6,535                         |       | 556,026                                                    |       | 30.4                      | %          | 54,661                            |       | 30.1                                         | %          |
| Skilled nursing  facilities                                                   |       | 58                        |       | 5,869                         |       | 219,807                                                    |       | 12.0                      | %          | 17,521                            |       | 9.7                                          | %          |
| Rehabilitation  hospitals                                                     |       | 2                         |       | 364                           |       | 43,553                                                     |       | 2.4                       | %          | 10,250                            |       | 5.7                                          | %          |
| Total                                                                         |       | 196                       |       | 23,981                        |       | $                                                          | 1,831,525  |                      | 100.0      | %                                 | $          | 181,353                                      |       | 100.0 | % |
|                                                                          |       |                      |       |                          |       |                                                       |       |                      |       |                              |       |                                         |       |
| Tenant/Operator                                                               |       |                      |       |                          |       |                                                       |       |                      |       |                              |       |                                         |       |
| Five Star (Lease  No. 1)                                                 |       | 114                       |       | 9,344                         |       | $                                                          | 605,871    |                      | 33.1       | %                                 | $          | 50,125                                       |       | 27.6 | % |
| Five Star (Lease  No. 2) (3)                                        |       | 30                        |       | 7,275                         |       | 658,772                                                    |       | 36.0                      | %          | 65,703                            |       | 36.2                                         | %          |
| Five Star  Rehabilitation Hospitals (4)                                  |       | 2                         |       | 364                           |       | 43,553                                                     |       | 2.4                       | %          | 10,250                            |       | 5.7                                          | %          |
| Sunrise/Marriott (5)                                                     |       | 14                        |       | 4,091                         |       | 325,473                                                    |       | 17.7                      | %          | 31,490                            |       | 17.4                                         | %          |
| NewSeasons/IBC (6)                                                       |       | 10                        |       | 873                           |       | 87,641                                                     |       | 4.8                       | %          | 9,289                             |       | 5.1                                          | %          |
| Alterra/Brookdale (7)                                                    |       | 18                        |       | 894                           |       | 61,121                                                     |       | 3.3                       | %          | 7,740                             |       | 4.3                                          | %          |
| Genesis  HealthCare Corporation                                               |       | 1                         |       | 156                           |       | 13,007                                                     |       | 0.7                       | %          | 1,535                             |       | 0.8                                          | %          |
| 5 private companies  (combined)                                               |       | 7                         |       | 984                           |       | 36,087                                                     |       | 2.0                       | %          | 5,221                             |       | 2.9                                          | %          |
| Total                                                                         |       | 196                       |       | 23,981                        |       | $                                                          | 1,831,525  |                      | 100.0      | %                                 | $          | 181,353                                      |       | 100.0 | % |

 

Tenant Operating Statistics (Quarter Ended March 31,) (8)
| ** **                              | ** ** | **Percentage of Operating Revenue Sources** | ** ** |
|-----------------------------------------|------------|-----------------------------------------------------------------|------------|
| ** **                              | ** ** | **Rent Coverage**                                          | ** ** | **Occupancy** | ** ** | **Private Pay** | ** ** | **Medicare** | ** ** | **Medicaid** | ** ** |
| ** **                              | ** ** | **2007**                                                        | ** ** | **2006** | ** ** | **2007** | ** ** | **2006** | ** ** | **2007** | ** ** | **2006** | ** ** | **2007** | ** ** | **2006** | ** ** | **2007** | ** ** | **2006** | ** ** |
| Five Star (Lease No.  1)(9)             |       | 1.29                                                            | x          | 1.49 | x | 88 | % | 90 | % | 54 | % | 50 | % | 16 | % | 14 | % | 30 | % | 36 | % |
| Five Star (Lease No.  2)(3)             |       | 1.45                                                            | x          | 1.42 | x | 92 | % | 93 | % | 80 | % | 82 | % | 17 | % | 14 | % | 3 | % | 4 | % |
| Five Star  Rehabilitation Hospitals (4) |       | 0.98                                                            | x          | NA |   | 61 | % | NA |   | 32 | % | NA |   | 61 | % | N/A |   | 7 | % | NA |   |
| Sunrise/Marriott (5)                    |       | NA                                                              |       | NA |   | NA |   | NA |   | NA |   | NA |   | NA |   | NA |   | NA |   | NA |   |
| NewSeasons/IBC (6)                      |       | 1.06                                                            | x          | 1.16 | x | 83 | % | 85 | % | 100 | % | 100 | % | — |   | — |   | — |   | — |   |
| Alterra/Brookdale (7)                   |       | 2.03                                                            | x          | 2.04 | x | 87 | % | 90 | % | 98 | % | 98 | % | — |   | — |   | 2 | % | 2 | % |
| Genesis HealthCare                      |       | 2.29                                                            | x          | 1.77 | x | 98 | % | 97 | % | 25 | % | 17 | % | 34 | % | 40 | % | 41 | % | 43 | % |
| 5 private companies  (combined)         |       | 1.55                                                            | x          | 1.67 | x | 86 | % | 90 | % | 25 | % | 26 | % | 21 | % | 20 | % | 54 | % | 54 | % |

 

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**(1)**        Amountsare before depreciation, but after impairment write downs.

**(2)**        Propertieswhere the majority of units are independent living apartments are classified asindependent living communities.

**(3)**        Historically,some of these properties were managed by Sunrise Senior Living, Inc., orSunrise, until November 30, 2006. The rent coverage presented for this leasehas been adjusted to exclude management fees paid to Sunrise during the periodspresented.  Some of the data provided bySunrise may not be accurate. See footnote (5) below. However, the data providedby Sunrise does not materially affect the amounts presented.

**(4)**        OnOctober 1, 2006, Five Star assumed the operations of these rehabilitationhospitals. These hospitals were formerly operated by HealthSouth Corporation,or HealthSouth. Because we do not have reliable information about theoperations of the hospitals by HealthSouth, we do not report operating data forthese hospitals before October 1, 2006.

**(5)**        MarriottInternational, Inc., or Marriott, guarantees this lease. Sunrise has not filedits Annual Reports on Form 10-K for 2005 and 2006, and Quarterly Reports onForm 10-Q for the three quarters of 2006 and the first quarter of 2007 with theSecurities and Exchange Commission due to accounting issues. Because we do notknow what impact the resolution of these accounting issues may have on thereported performance of our properties, we do not report operating data forthis tenant.

**(6)**        IndependenceBlue Cross, or IBC, a Pennsylvania health insurer, guarantees this lease.

**(7)**        BrookdaleSenior Living, Inc., or Brookdale, guarantees this lease.

(8)        All tenant operating data presented are basedupon the operating results provided by our tenants for the indicated periods.Rent coverage is calculated as operating cash flow from our tenants’ facilityoperations, before subordinated charges and capital expenditure reserves,divided by rent payable to us. We have not independently verified our tenants’operating data.

**(9)**        Includes data for periods prior to our ownership ofcertain properties included in this lease.

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**RESULTSOF OPERATIONS**

#### **Three Months Ended June 30, 2007, Compared toThree Months Ended June 30, 2006:**

| ** **                            | ** ** | **2007**                                                              | ** ** | **2006**   | ** ** | **Change** | ** ** | **% Change** | ** ** |
|---------------------------------------|------------|-----------------------------------------------------------------------|------------|------------|------------|------------|------------|-------------------|------------|
| ** **                            | ** ** | **(in thousands, except per share amounts)** | ** ** | ** ** | ** ** |
|                                  |       |                                                                  |       |       |       |       |       |              |       |
| Rental income                         |       | $                                                                     | 44,406     |       | $          | 40,921     |       | $                 | 3,485      |   | 8.5 | % |
| Interest and other  income            |       | 556                                                                   |       | 355        |       | 201        |       | 56.6              | %          |
|                                  |       |                                                                  |       |       |       |       |       |              |       |
| Interest expense                      |       | 9,160                                                                 |       | 11,546     |       | (2,386     | )          | (20.7             | )%         |
| Depreciation  expense                 |       | 11,704                                                                |       | 10,922     |       | 782        |       | 7.2               | %          |
| General and  administrative expense   |       | 3,449                                                                 |       | 3,383      |       | 66         |       | 2.0               | %          |
| Impairment of  assets                 |       | —                                                                |       | 1,420      |       | (1,420     | )          | (100.0            | )%         |
| Loss on early  extinguishment of debt |       | —                                                                |       | 1,319      |       | (1,319     | )          | (100.0            | )%         |
|                                  |       |                                                                  |       |       |       |       |       |              |       |
| Net income                            |       | 20,649                                                                |       | 12,686     |       | 7,963      |       | 62.8              | %          |
|                                  |       |                                                                  |       |       |       |       |       |              |       |
| Weighted average  shares outstanding  |       | 83,649                                                                |       | 71,817     |       | 11,832     |       | 16.5              | %          |
|                                  |       |                                                                  |       |       |       |       |       |              |       |
| Net income per share                  |       | $                                                                     | 0.25       |       | $          | 0.18       |       | $                 | 0.07       |   | 38.9 | % |

 

Rental income increased because of rents from our real estateacquisitions totaling $145.0 million since April 1, 2006, offset by rentreductions resulting from the sale of three properties during 2006. Interestand other income increased as a result of higher levels of investable cash andincreased yields on our cash and marketable securities.

Interest expense decreased as a result of our repayment of $20.0million of our 8 5/8% senior notes due 2012 in January 2007 and $28.2 millionof our junior subordinated debentures in June 2006. It has also decreased dueto lower amounts outstanding under our revolving credit facility during the2007 period versus the 2006 period. Our weighted average balance outstandingand interest rate under our revolving credit facility was $111.7 million and6.1% for the three months ended June 30, 2006 and there were no amountsoutstanding for the three months ended June 30, 2007.

Depreciation expense for the second quarter of 2007increased as a result of real estate acquisitions totaling $145.0 million sinceApril 1, 2006, offset by the sale of three properties during 2006. Generaland administrative expenses increased in the second quarter of 2007 due toacquisitions since April 1, 2006, offset by higher legal fees during the secondquarter of 2006.

During the three months ended June 30, 2006, werecognized an impairment of assets charge of $1.4 million related to threeproperties that were sold during the fourth quarter of 2006. Also, werecognized a loss on early extinguishment of debt of $1.3 million in connectionwith our redemption of our junior subordinated debentures.

Net income increased because of the changes inrevenues and expenses described above. Net income per share increased becauseof the changes in revenues and expenses described above offset by an increasein the weighted average number of shares outstanding resulting from ourissuances of common shares in November 2006 and February 2007.

7

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#### **Six Months Ended June 30, 2007, Compared toSix Months Ended June 30, 2006:**

|                                       | ** ** | **2007**                                                              | ** ** | **2006**   | ** ** | **Change** | ** ** | **% Change** | ** ** |
|---------------------------------------|------------|-----------------------------------------------------------------------|------------|------------|------------|------------|------------|-------------------|------------|
| ** **                            | ** ** | **(in thousands, except per share amounts)** | ** ** | ** ** | ** ** |
| ** **                            | ** ** | ** **                                                            | ** ** | ** ** | ** ** |
| Rental income                         |       | $                                                                     | 88,708     |       | $          | 81,744     |       | $                 | 6,964      |   | 8.5 | % |
| Interest and  other income            |       | 1,006                                                                 |       | 701        |       | 305        |       | 43.5              | %          |
|                                  |       |                                                                  |       |       |       |       |       |              |       |
| Interest expense                      |       | 19,053                                                                |       | 22,917     |       | (3,864     | )          | (16.9             | )%         |
| Depreciation  expense                 |       | 23,299                                                                |       | 21,653     |       | 1,646      |       | 7.6               | %          |
| General and  administrative expense   |       | 7,165                                                                 |       | 6,783      |       | 382        |       | 5.6               | %          |
| Impairment of  assets                 |       | —                                                                |       | 1,420      |       | (1,420     | )          | (100.0            | )%         |
| Loss on early  extinguishment of debt |       | 2,026                                                                 |       | 6,526      |       | (4,500     | )          | (69.0             | )%         |
|                                  |       |                                                                  |       |       |       |       |       |              |       |
| Net income                            |       | 38,171                                                                |       | 23,146     |       | 15,025     |       | 64.9              | %          |
|                                  |       |                                                                  |       |       |       |       |       |              |       |
| Weighted average  shares outstanding  |       | 82,240                                                                |       | 71,814     |       | 10,426     |       | 14.5              | %          |
|                                  |       |                                                                  |       |       |       |       |       |              |       |
| Net income per share                  |       | $                                                                     | 0.46       |       | $          | 0.32       |       | $                 | 0.14       |   | 43.8 | % |

 

Rental income increased because of rents from our real estateacquisitions totaling $150.3 million since January 1, 2006, offset by rentreductions resulting from the sale of three properties during 2006. Interestand other income increased as a result of higher levels of investable cash andincreased yields on our cash and marketable securities.

Interestexpense decreased as a result of our repayment of $20.0 million of our 8 5/8%senior notes due 2012 in January 2007 and $28.2 million of our juniorsubordinated debentures in June 2006. It has also decreased due to loweramounts outstanding under our revolving credit facility during the 2007 periodversus the 2006 period. Our weighted average balance outstanding and interestrate under our revolving credit facility was $27.6 million and 6.1% and $106.9million and 5.8% for the six months ended June 30, 2007 and 2006, respectively.

Depreciationexpense for the first six months of 2007 increased as a result of real estateacquisitions totaling $150.3 million since January 1, 2006, offset by the saleof three properties during 2006. General and administrative expensesincreased in 2007 due to acquisitions since January 1, 2006.

Duringthe six months ended June 30, 2006, we recognized an impairment of assetscharge of $1.4 million related to three properties that were sold in the fourthquarter of 2006.

Duringthe six months ended June 30, 2007, we purchased and retired $20.0 million ofour 8 5/8% senior notes due 2012 and recognized a loss on early extinguishmentof debt of $2.0 million in connection with this purchase. During the six monthsended June 30, 2006, we recognized a loss on early extinguishment of debt of$1.3 million in connection with our redemption of our junior subordinateddebentures and $5.2 million in connection with our redemption of some of our 77/8% unsecured senior notes due 2015.

Netincome increased because of the changes in revenues and expenses describedabove. Net income per share increased because of the changes in revenues andexpenses described above offset by an increase in the weighted average numberof shares outstanding resulting from our issuances of common shares in November2006 and February 2007.

8

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**LIQUIDITY AND CAPITAL RESOURCES**

Our Operating Liquidityand Resources

Rents from our properties are our principal source offunds for current expenses and distributions to shareholders.  We generally receive minimum rents monthly orquarterly from our tenants and we receive percentage rents monthly, quarterlyor annually.  This flow of funds hashistorically been sufficient for us to pay our operating expenses, debt serviceand distributions to shareholders.  Webelieve that this operating cash flow will be sufficient to meet our operatingexpenses, debt service and distribution payments for the foreseeable future.

Our Investment andFinancing Liquidity and Resources

## In order tofund acquisitions and to accommodate cash needs that may result from timingdifferences between our receipt of rents and our need or desire to payoperating expenses and distributions to our shareholders and to fundacquisitions and capital expenditures, we maintain a revolving credit facilitywith a group of lenders. Our revolving credit facility matures in December2010, and we may extend it to December 2011 upon payment of an extension fee.The revolving credit facility permits us to borrow up to $550.0 million, andincludes a feature under which we may expand the maximum borrowing to $1.1billion, in certain circumstances. Borrowings under our revolving credit facility are unsecured.  We may borrow, repay and reborrow funds untilmaturity. No principal repayment is due until maturity.  We pay interest on borrowings under therevolving credit facility at LIBOR plus a premium. At June 30, 2007, the annualinterest rate payable on our revolving credit facility was 6.1%.

InJanuary 2007, we purchased and retired $20.0 million of our 8 5/8% senior notesdue 2012 and recognized a loss on early extinguishment of $2.0 million. Theloss on early extinguishment of debt includes a $1.8 million premium and a$276,000 write off of deferred financing fees and unamortized discounts relatedto these senior notes. We funded this purchase with borrowings under ourrevolving credit facility.

InFebruary 2007, we issued 6.0 million common shares in a public offering,raising net proceeds of $151.7 million. We used the net proceeds from thisoffering to repay borrowings outstanding on our revolving credit facility andfor general business purposes.

In March 2007, we agreed topurchase, from an unaffiliated third party, two senior living properties with atotal of 112 units for approximately $14.1 million. We expect to fund thisacquisition using cash on hand and, if necessary, borrowings under ourrevolving credit facility and by assuming two mortgages, one for $3.6 millionat 5.7% per annum and one for $3.6 million at 6.2% per annum. Both mortgagesmature in 2041, but are prepayable in 2008. The purchase of these properties iscontingent upon approval of the mortgage lenders, completion of diligence by usand other customary closing conditions. We can provide no assurances that wewill purchase either of these properties.

During2007, we purchased $17.1 million of improvements made to some of ourproperties. We used cash on hand to fund these purchases.

AtJune 30, 2007, we had $8.9****million ofcash and cash equivalents, $10.2 million in investments in trading securitiesand $550.0 million available under our revolving credit facility. We expect touse cash balances, investments in trading securities, borrowings under ourrevolving credit facility and net proceeds of offerings of equity or debtsecurities to fund future working capital requirements, property acquisitionsand expenditures related to the repair, maintenance or renovation of ourproperties.

When significantamounts are outstanding under our revolving credit facility or as the maturitydates of our revolving credit facility and term debts approach, we will explorealternatives for the

9

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repaymentof amounts due. Such alternatives may include incurring additional debt andissuing new equity securities.  We havean effective shelf registration statement that allows us to issue publicsecurities on an expedited basis, but it does not assure that there will bebuyers for such securities.  Althoughthere can be no assurance that we will complete any debt or equity offerings orother financings, we believe we will have access to various types offinancings, including debt or equity offerings, to finance future acquisitionsand to pay our debts and other obligations.

OnFebruary 16, 2007, we paid a $0.34 per common share, or $26.4 million,distribution to our common shareholders for the quarter ended December 31,2006. On May 16, 2007, we paid a $0.34 per common share, or $28.4 million,distribution to our common shareholders for the quarter ended March 31,2007.  On July 5, 2007, we declared adistribution of $0.34 per common share, or $28.4 million, to be paid to ourcommon shareholders of record on July 19, 2007, with respect to our results forthe quarter ended June 30, 2007. We expect to pay this distribution on or aboutAugust 16, 2007, using cash on hand.

As of July 30, 2007, we haveno off balance sheet arrangements, commercial paper, derivatives, swaps,hedges, joint ventures or partnerships.

## **Debt Covenants**

Our principal debt obligations at June 30, 2007 wereour unsecured revolving credit facility, two issues totaling $322.5 million ofunsecured senior notes and $74.9 million of mortgage debts and bonds secured by22 of our properties. Our senior notes are governed by an indenture.  This indenture and related supplements andour revolving credit facility contain a number of financial ratio covenantswhich generally restrict our ability to incur debts, including debts secured bymortgages on our properties in excess of calculated amounts, require us tomaintain a minimum net worth, restrict our ability to make distributions undercertain circumstances and require us to maintain other ratios. As of June 30,2007, we believe we were in compliance with all of the covenants under ourindentures and related supplements and our revolving credit facility.

None of our indentures andrelated supplements, our revolving credit facility or our other debtobligations contains provisions for acceleration which could be triggered byour debt ratings. However, in certain circumstances our revolving creditfacility uses our senior debt rating to determine the fees and the interestrate payable.

Our public debt indenture and related supplementscontain cross default provisions with any other debts of $10.0 million ormore.  Similarly, a default on our publicdebt indenture would be a default under our revolving credit facility.

## **Related Person Transactions**

Five Star is our former subsidiary. In March 2007, weagreed to purchase, from an unaffiliated third party, two senior livingproperties for approximately $14.1 million. When this purchase is completed, weintend to add these properties to our combined lease for 114 properties withFive Star which has a current term expiring in 2020 and the annual rent underthis combined lease will increase by $1.1 million. Percentage rent, based onincreases in gross revenues at these properties, will commence in 2009. The purchase of theseproperties is contingent upon approval of mortgage lenders, completion ofdiligence by us and other customary closing conditions. We can provide noassurances that we will purchase either of these properties.

During the six monthsended June 30, 2007, pursuant to the terms of our existing leases with FiveStar, we purchased $17.1 million of improvements made to our properties leasedby Five Star, and, as a result, the annual rent payable to us by Five Starincreased by approximately $1.7 million.

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**Item3.  Quantitative and QualitativeDisclosures about Market Risk**

We are exposed to risksassociated with market changes in interest rates.  We manage our exposure to this market risk bymonitoring available financing alternatives. Our strategy to manage exposure to changes in interest rates isunchanged since December 31, 2006. Other than as described below, we do notforesee any significant changes in our exposure to fluctuations in interestrates or in how we manage this exposure in the future.

Our unsecuredrevolving credit facility accrues interest at floating rates and matures inDecember 2010, and we have an option to extend the maturity by one additionalyear upon the payment of a fee. At June 30, 2007, we had no amounts outstandingand $550.0 million available for borrowing under our revolving credit facility.We may make repayments and drawings under our revolving credit facility at anytime without penalty.  We borrow in U.S.dollars and borrowings under our revolving credit facility accrue interest atLIBOR plus a premium. Accordingly, we are vulnerable to changes in U.S. dollarbased short term interest rates, specifically LIBOR.  A change in interest rates would not affectthe value of this floating rate debt, but would affect our operating results,if we have any floating rate debt outstanding at that time. Our exposureto fluctuations in floating interest rates will increase or decrease in thefuture with increases or decreases in the outstanding amount under ourrevolving credit facility or other floating rate obligations.

**Item4.  Controls and Procedures**

As of the end ofthe period covered by this report, our management carried out an evaluation,under the supervision and with the participation of our managing trustees,President and Chief Operating Officer and Treasurer and Chief FinancialOfficer, of the effectiveness of our disclosure controls and procedurespursuant to Exchange Act Rules 13a-15 and 15d-15.  Based upon that evaluation, our managing trustees,President and Chief Operating Officer and Treasurer and Chief Financial Officerconcluded that our disclosure controls and procedures are effective.

There have been no changesin our internal control over financial reporting during the quarter ended June30, 2007, that have materially affected, or are reasonably likely to materiallyaffect, our internal control over financial reportin*g.*

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**WARNING CONCERNINGFORWARD LOOKING STATEMENTS**

THIS QUARTERLYREPORT CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATESECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL SECURITIES LAWS.ALSO, WHENEVER WE USE WORDS SUCH AS “BELIEVE”, “EXPECT”, “ANTICIPATE”,“INTEND”, “PLAN”, “ESTIMATE” OR SIMILAR EXPRESSIONS, WE ARE MAKING FORWARDLOOKING STATEMENTS.  THESE FORWARDLOOKING STATEMENTS ARE BASED UPON OUR PRESENT INTENT, BELIEFS OR EXPECTATIONS,BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR.ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY OURFORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS.

FOR EXAMPLE, THISQUARTERLY REPORT STATES THAT WE HAVE AGREED TO PURCHASE TWO PROPERTIES FOR$14.1 MILLION AND TO LEASE THEM TO FIVE STAR. OUR DILIGENCE REGARDING THESETRANSACTIONS HAS NOT YET BEEN COMPLETED AND WE MAY DECIDE NOT TO PROCEED WITHEITHER OF THESE PURCHASES. AS A RESULT, THESE PROPOSED PURCHASES AND LEASES MAYNOT OCCUR.

OTHER IMPORTANTFACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE INFORWARD LOOKING STATEMENTS ARE DESCRIBEDMORE FULLY UNDER “ITEM 1A. RISK FACTORS” IN OUR ANNUAL REPORT ON FORM 10-K FORTHE YEAR ENDED DECEMBER 31, 2006.

YOU SHOULD NOT PLACEUNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.

EXCEPT AS REQUIRED BYLAW, WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD LOOKINGSTATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

**STATEMENTCONCERNING LIMITED LIABILITY**

THE ARTICLES OF AMENDMENTAND RESTATEMENT OF THE DECLARATION OF TRUST ESTABLISHING SENIOR HOUSINGPROPERTIES TRUST, DATED SEPTEMBER 20, 1999, A COPY OF WHICH, TOGETHER WITH ALLAMENDMENTS AND SUPPLEMENTS THERETO, IS DULY FILED IN THE OFFICE OF THE STATEDEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND, PROVIDES THAT THE NAME “SENIORHOUSING PROPERTIES TRUST” REFERS TO THE TRUSTEES UNDER THE DECLARATION OFTRUST, AS AMENDED AND SUPPLEMENTED, AS TRUSTEES, BUT NOT INDIVIDUALLY ORPERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OFSENIOR HOUSING PROPERTIES TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY,JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SENIOR HOUSINGPROPERTIES TRUST.  ALL PERSONS DEALINGWITH SENIOR HOUSING PROPERTIES TRUST, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETSOF SENIOR HOUSING PROPERTIES TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCEOF ANY OBLIGATION.

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**PART II.  Other Information**

**Item 2.  Unregistered Sales of Equity Securities andUse of Proceeds**

**On May 30, 2007, we granted each of our fivetrustees 1,500 common shares of beneficial interest, par value $0.01 per share,valued at $23.38 per share, the closing price of our common shares on the NewYork Stock Exchange on that day. We made these grants pursuant to an exemptionfrom registration contained in Section 4(2) of the Securities Act of 1933, asamended.**

**Item 4.  Submission of Matters to a Vote of SecurityHolders**

At our regularannual meeting held on May 30, 2007, our shareholders re-elected John L.Harrington (60,596,557 shares voted for and 14,988,955 shares withheld) as atrustee and elected Adam D. Portnoy (59,812,182 shares voted for and 15,773,331shares withheld) as a new trustee to replace Gerard M. Martin. The term ofoffice of Messrs. Harrington and Portnoy will extend until our annual meetingof shareholders in 2010. Messrs. Frank J. Bailey, Barry M. Portnoy and FrederickN. Zeytoonjian continue to serve as trustees with terms of office expiring in2009, 2009 and 2008, respectively.

Also at our annual meeting, our shareholdersconsidered two proposals to amend certain provisions of our declaration oftrust.  First, our shareholders approveda proposal to amend our declaration of trust to provide that any shareholderwho violates our declaration of trust or bylaws will indemnify and hold usharmless from and against all costs, expenses, penalties, fines and other amounts,including attorneys’ and other professional fees, arising from the shareholder’sviolation, together with interest on such amounts (62,533,364 shares voted for,12,550,423 shares voted against and 501,725 shares abstaining).

Second, a proposal to amend our declaration of trust to change theshareholder vote necessary for certain actions and to provide that the requiredshareholder vote necessary for certain other actions shall be set in our bylawswas not approved (17,822,133 shares voted for, 41,383,815 shares voted against,347,437 shares abstaining and 16,032,126 broker non-votes).

**Item 6.  Exhibits**
| 3.1    |   | Composite Copy  of the Company’s Amended and Restated Declaration of Trust, dated September  20, 1999, as amended through June 1, 2007. (*Incorporated  by reference to the Company’s Current Report on Form 8-K, dated June 1,  2007.*) |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                    |
| 3.2    |   | Composite Copy  of the Company’s Amended and Restated Bylaws, dated March 14, 2003, as  amended through May 30, 2007. (*Incorporated  by reference to the Company’s Current Report on Form 8-K, dated June 1, 2007.*)                         |
|   |   |                                                                                                                                                                                                                                                    |
| 12.1   |   | Computation of  Ratio of Earnings to Fixed Charges. (*Filed  herewith**.*)                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                    |
| 31.1   |   | Rule 13a-14(a)  Certification. (*Filed herewith**.*)                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                    |
| 31.2   |   | Rule 13a-14(a)  Certification. (*Filed herewith**.*)                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                    |
| 31.3   |   | Rule 13a-14(a)  Certification. (*Filed herewith**.*)                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                    |
| 31.4   |   | Rule 13a-14(a)  Certification. (*Filed herewith**.*)                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                    |
| 32.1   |   | Section 1350  Certification. (*Furnished herewith**.*)                                                                                                                                                                                                  |

 

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SIGNATURES

Pursuant to therequirements of the Securities Exchange Act of 1934, the registrant has dulycaused this report to be signed on its behalf by the undersigned thereunto dulyauthorized.
|        | SENIOR HOUSING PROPERTIES TRUST |
|--------|---------------------------------|
|   |                            |   |
|   |                            |   |
|   | By:                             | /s/ David J. Hegarty |   |
|   |                            | David J. Hegarty |
|   |                            | President and  Chief Operating Officer |
|   |                            | Dated: July 30,  2007 |
|   |                            |   |
|   |                            |   |
|   | By:                             | /s/ Richard A. Doyle |   |
|   |                            | Richard A. Doyle |
|   |                            | Treasurer and  Chief Financial Officer |
|   |                            | (principal  financial and accounting officer) |
|   |                            | Dated: July 30,  2007 |

 

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