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Healthcare Realty Trust Incorporated

[HRT Letterhead]

June 6, 2005

Mr. Steven Jacobs, Accounting Branch Chief

Mr. Josh Forgione, Staff Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

450 Fifth Street N.W., Mail Stop 4561

Washington DC 20549

    VIA:

Facsimile and EDGAR

    Re:

    Healthcare Realty Trust Incorporated:

    Item 4.02 Form 8-K

    Filed March 23, 2005

    File No. 001-11852

Dear Mr. Jacobs and Mr. Forgione:

     This letter is offered in response to your letter dated May 23, 2005, addressed to Scott W.
Holmes, regarding the above referenced matter. The Company’s response follows:

Comment No. 1: We note that you intend to file restated financial statements. However, you have
not indicated how or when you intend to do so. Please tell us how and when you intend to file
restated financial statements. We may have further comment after you file the restated financial
statements.

Response: The Company intends to file restated financial statements for the periods ended December
31, 2003 and December 31, 2002 with its Form 10-K for the year ended December 31, 2004. As
requested by the Commission, the Company’s Audit Committee chairman, a retired partner of Ernst &
Young LLP, resigned to cure an independence issue under Rule 2-01 of Regulation S-X so that Ernst &
Young, the Company’s predecessor auditor, could be engaged to conduct the reaudit of 2003 and 2002.
Additionally, as requested by the Commission, the Company has thoroughly examined prior year
financial statements for additional errors and has documented its approach.

     In
May 2005, the Company’s current auditor, KPMG LLP, requested
documentation concerning various notes receivable of the Company in
connection with ascertaining the collectibility of those notes. On May 24, 2005, KPMG asserted that the manner in which
the Company accounted for two notes receivable and two related lease arrangements was incorrect.
These transactions relate to skilled nursing facilities leased to two new tenants in 2003. These
leases and the accompanying notes were the result of

a workout whereby the facilities were acquired by the Company through deeds in lieu of
foreclosure. The Company subsequently procured a new tenant for the properties and entered into
working capital loan arrangements with the new tenants to assist in stabilizing the properties so a
long-term arrangement could be negotiated. Under the loan arrangements, the Company agreed to fund
negative cash flows to the tenant.

     KPMG advised the Company that it believed that the transaction structure created a variable
interest entity, or “VIE”, within the meaning of FIN 46R, which would require operations of the
VIEs to be consolidated into the Company’s financial statements Upon re-examination, the Company has
questioned if the original lease agreements, in combination with the
note arrangements, are in
substance leases under SFAS 13, “Accounting for
Leases” or should they be considered management agreements. While the lease
agreements and the notes receivable are valid and binding contracts, the agreements in combination,
considering the risks and rewards of each of the parties, may be considered a management
agreement or arrangement for accounting purposes in which case the Company’s accounting for these
agreements as leases and notes would not be appropriate. The Company has referred the matter to
Ernst & Young LLP, the predecessor auditor, for their review and consideration since the ultimate
conclusion, regardless of whether it is a VIE or management
agreement, would likely result in a
restatement of the Company’s 2003 financial statements.

     On
May 25, 2005, KPMG sent a letter via email to the Company’s
audit committee informing it that, as a result
of this most recent issue, KPMG no longer has confidence in the ability of current financial
management who sign the management representation letter to determine that the Company’s
consolidated financial statements are fairly presented in conformity with GAAP. KPMG further
advised the Company that it was ceasing work on the audit until appropriate remedial action is
taken to assure KPMG that the Company’s consolidated financial statements are fairly presented in
conformity with GAAP. Among the alternatives suggested to the Company by KPMG is the hiring of
another accounting firm to examine the Company’s financial records to assure KPMG that the
Company’s books and records are being maintained in conformity with GAAP. KPMG informed the Company
that this process would take 3-5 months to complete. The Company’s audit committee is considering
matters raised in KPMG’s letter and actions it may take to facilitate the completion of the 2004
audit in the shortest time possible.

     The Company and its audit committee disagree with KPMG’s characterization of its financial
management and are puzzled as to why this assertion would be made at
such a late date in the audit process. In particular, the Company notes that its Chief Financial Officer, Scott Holmes, is a
CPA with 29 years of working experience in the accounting profession. Thirteen of those years were
with Ernst & Young where he was an auditor, working on publicly held companies and companies in the
real estate and healthcare industries, among others. Mr. Holmes is a Certified Public
Accountant, a Certified Management Accountant, a Certified Fraud Examiner, and holds an MBA degree.
He has been an employee of the Company for nearly six years.

     Given the facts set forth above, the Company anticipates that it will require four to five
months to have the 2004 audit completed.

     The Company is in the process of preparing another letter to
the Commission that discloses in more specific detail the circumstances relating to the Company’s
decision to restate its previously issued financial statements, the
Company’s disagreement with KPMG concerning the competence of
its financial management, and the remedial action that the
Company has already taken or intends to take to ensure that similar errors do not occur again. The
Company will send this letter on or before June 8, 2005.

Comment No. 2: Please tell us how you determined whether you meet the criteria for filing under
Item 4.02(a) or 4.02(b). If you meet the criteria for filing under Item 4.02(b), Item 4.02(c)
requires you to provide the independent accountant with a copy of the disclosures you are making in
response to Item 4.02(b), and request that your independent accountant furnish you as promptly as
possible a letter stating whether your accountant agrees with the statements made by you in
response to this Item 4.02(b) and, if not, stating the respects in which it does not agree. Please
amend your previous filed Form 8-K by filing your independent accountant’s letter as an exhibit to
the filed Form 8-K no later than two business days after you have received the letter.

Response: The Company does not believe that it was required to request a letter from either KPMG
or Ernst & Young with respect to the disclosures in the Form 8-K because management of the Company
concluded that a restatement was needed absent having been advised by or having received notice
from its independent accountant. The Company received no notice from either its current auditor or
its predecessor auditor that disclosure should be made or action should be taken to prevent future
reliance on a previously issued audit report or completed interim review. This comment has been
discussed with representatives of both Ernst & Young and KPMG and both firms stated that they
believed this Form 8-K was properly filed under Item 4.02(a).

     During the course of the 2004 audit, questions were raised by the Company’s current auditor
relating to the accounting for certain matters. Upon review, Company’s management has concluded
that these matters had been accounted for incorrectly and that the Company should restate its
previously issued financial statements. As a result of the need to restate and after reviewing the
potential impact of the restatement, management concluded that the Company’s previously issued
financial statements should no longer be relied upon. These issues have been raised with Ernst &
Young, who agrees with the Company’s conclusion. The Company believes that this is the form of
situation contemplated by Item 4.02(a) and, accordingly, has filed under that criteria.

     The Commission’s adopting release for Item 4.02 (Release Nos. 33-8400; 34-49424; File No.
S7-22-02) indicates that Item 4.02(a) and 4.02(b) distinguish between the situations where
management reaches a conclusion of non-reliance on previously issued financial statements and the
situation where a company’s independent accountant provides notice to the company that its
previously issued audit reports or interim reviews should no longer be relied upon. The Commission
stated in the adopting release: “We have also separated the situation in which the company makes
the determination

internally regarding non-reliance on its financial statements from that in which the company’s
independent accountant notifies the company of non-reliance on a previously issued audit report or
completed interim review by including them in two different paragraphs to clarify the requirements
of the item.” Based on the facts outlined above, the Company believes that it properly reported
under Item 4.02(a) in its Form 8-K filed on March 23, 2005.

     In connection with responding to the Commission’s comments, the Company acknowledges the
following:

    •
    The Company is responsible for the adequacy and accuracy of the disclosures in the
filings;

    •
    Staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

    •
    The Company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

Should you wish to further discuss your comments and our responses thereto, please call me at
615-269-8175.

    Sincerely,

/s/
John M. Bryant, Jr.

    John M. Bryant, Jr.

    Senior Vice President and

General Counsel

cc:

Members of the Company’s Board of Directors