EXHIBIT 10.2



AMENDMENT NO. 2 TO
ADVISORY AGREEMENT 



        THIS
AMENDMENT NO. 2, dated as of March 10, 2004 (this “Amendment”) to the
Advisory Agreement (the “Advisory Agreement”) dated as of January 1,
1998, as amended by Amendment No. 1 thereto, dated as of October 12, 1999, by
and between HRPT Properties Trust, a Maryland real estate investment trust (the
“Company”), and Reit Management & Research LLC, a Delaware limited
liability company, as successor to Reit Management and Research, Inc., a Delaware
corporation (the “Advisor”). 



        1.    
Section 1 of the Advisory Agreement is hereby amended by adding a new paragraph
          at the end thereof reading as follows:  



	  	        In
performing its services hereunder with respect to the Company, the Advisor shall adhere
to, and shall require its officers and employees in the course of providing such services
to the Company to adhere to, the Company’s Code of Business Conduct and Ethics, as
in effect from time to time. In addition, the Advisor shall make available to its
officers and employees providing such services to the Company the procedures for the
receipt, retention and treatment of complaints regarding accounting, internal accounting
controls or auditing matters relating to the Company and for the confidential, anonymous
submission by such officers and employees of concerns regarding questionable accounting
or auditing matters relating to the Company, as set forth in the Company’s
Procedures Regarding Concerns or Complaints about Accounting, Internal Accounting
Controls or Auditing Matters, as in effect from time to time.  







        2.     Section
9 of the Advisory Agreement is hereby amended as follows:  



	  	
(a)    Replacing
the words “book value” in the first sentence of the second
                    paragraph with the words “historical cost”.  






	  	
(b)    Adding
a parenthetical in the first sentence of the second paragraph between the words “real
estate” and “all” reading as follows:  






	  	
(including
capitalized closing costs and costs which may be allocated to intangibles or are
unallocated)  






	  	
(c)    Replacing
the word “paid” in the third and fourth paragraphs with the           word
“payable”.  






        3.    Section
10 of the Advisory Agreement is hereby amended as follows:  



	  	
(a)    Deleting
the words “Compensation for” from the heading.  






	  	
(b)    Moving
the existing language of Section 10 to a new subsection “(b)".  






	  	
(c)    Adding
a new subsection “(a)” at the beginning thereof reading as           follows:  






	  	        The
Company hereby requests that the Advisor provide to the Company, and the Advisor hereby
agrees to provide, an internal audit function meeting applicable













	  	requirements of the New
York Stock Exchange and the Securities and Exchange Commission and otherwise in scope
approved by the Company’s Audit Committee commencing as of October 1, 2003. As
additional compensation payable pursuant to Section 10 to the Advisor for such
additional services, the Company agrees to reimburse the Advisor, within 30 days of the
receipt of the invoice therefor, for a pro rata share (as agreed to by the Independent
Trustees from time to time) of the following costs of the Advisor: 







	  	        (i)    employment
expenses of the Advisor’s internal audit manager and other                employees
of the Advisor actively engaged in providing internal audit services,
               including but not limited to salary, wages, payroll taxes and the cost of
               employee benefit plans; and  







	  	        (ii)    the
reasonable travel and other out-of-pocket expenses of the Advisor relating
               to the activities of the Advisor’s internal audit manager and other
of the                Advisor’s employees actively engaged in providing internal
audit services                and the reasonable third party expenses which the Advisor
incurs in connection                with its provision of internal audit services.  







        4.    This
Amendment may be executed in any number of counterparts, all of which taken
          together shall constitute one and the same instrument.  



        5.    The
provisions of this Amendment shall be governed by and construed in           accordance
with the laws of The Commonwealth of Massachusetts.  


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        IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
duly authorized officers, as an instrument under seal, as of the day and year first above
written. 


	 	HRPT PROPERTIES TRUST

     

     

     By: /s/ John A. Mannix

          Name: John A. Mannix

          Title: President

     

     REIT MANAGEMENT & RESEARCH LLC
     

     

     By: /s/ David J. Hegarty

          Name: David J. Hegarty

          Title: President








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