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HEALTHCARE REALTY TRUST, INC.

[Healthcare Realty Trust letterhead]

August 25, 2005

Mr. Matthew Maulbeck, Staff Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F St., N.E., Mail Stop 4561

Washington, D.C. 20549

VIA: EDGAR

    Re:

    Healthcare Realty Trust Incorporated

    Item 4.01 Form 8-K

    Filed June 13, 2005

    File No. 001-11852

Dear Mr. Maulbeck:

          This letter is offered in response to your letter, dated August 16, 2005, regarding the above
referenced matter. The Company’s response follows:

Comment No. 1: We note your response to prior comment 1. With respect to the Item 4.01 8-K/A filed
on July 11, 2005, please file a revised Exhibit 16 letter in accordance with Item 304(a)(3) of
Regulation S-K.

Response: The Company dismissed KPMG as the Company’s auditors on June 7, 2005. On June 13, 2005,
it filed a Form 8-K disclosing the dismissal under Item 4.01(a). The Company does not believe that
it was required to disclose in its Form 8-K, filed on June 13, 2005, whether it had authorized KPMG
to respond fully to inquiries of the successor auditor. Item 304(a)(1)(iv)(C) of Regulation S-K
requires the issuer to disclose, in pertinent part, “whether the registrant has authorized the
former accountant to respond fully to the inquiries of the successor accountant...” (emphasis added).
At the time that the June 13, 2005 Form 8-K was filed, there was no successor auditor. In using the
word “the” rather than “a” or “any” to modify the term “successor accountant,” the rule seems to
contemplate a situation where the successor auditor has been engaged, or at least has been
identified.

          The Company acknowledges that to dismiss its auditor before identifying its successor is
unusual. In most cases there would be a successor auditor at the time the predecessor auditor is
dismissed. Given these circumstances, the only disclosure that the Company could have made at the
time of filing the June 13, 2005 Form 8-K would have been to disclose its intention to authorize
KPMG to respond fully to inquiries of a successor auditor once the successor auditor was
identified. The Company had no reason to withhold authorization from KPMG, but would not have given
blanket authorization to a former auditor to discuss matters pertaining to the Company. In
addition, KPMG would not have been in a position to agree or disagree with such a statement, and we do not believe that such a statement would have provided any beneficial
information to investors.

          Upon engagement of a new auditor, the Company filed a new Form 8-K on July 11, 2005 announcing
the engagement under Item 4.01(b). Pursuant to telephonic discussions between the staff and the
Company on July 11, 2005, the Company included a statement in the new Form 8-K, rather than in a
Form 8-K/A, that KPMG was authorized to discuss all matters relating to its engagement with the
Company’s new auditor, BDO Seidman, LLP, and that such discussions had, in fact, taken place.
Moreover, the fact that BDO accepted the Company as an audit client is support for the factual
conclusion that the Company gave KPMG permission to talk with BDO and that the two firms did
communicate.

          Under the circumstances, we believe it is not necessary for the former auditor to provide an
Exhibit 16 letter commenting on the disclosures contained within the Form 8-K announcing the
engagement of the new auditor. Further, given that the disclosure in the new Form 8-K was
historical in nature (BDO had already had its discussions with KPMG at that time) we do not believe
that a new Exhibit 16 letter from KPMG would provide any benefit to investors.

Comment 2: We note your response to prior comment 2 and your statements that “the company
considers the assertions contained in the letter regarding the company’s financial management to be
unfounded” and that the letter “contains material factual inaccuracies which may have led to KPMG
LLP’s erroneous conclusion.” Please tell us why you consider KPMG’s assertions about management to
be unfounded, describe the factual inaccuracies mentioned and tell us why you believe that KPMG
came to an erroneous conclusion. Additionally, tell us how this does not represent a disagreement
with your accountant as defined in Item 304(a)(1)(iv) of Regulation S-K.

Response:
The Company believes the following background information is important for understanding
its response to this comment.

          KPMG was hired by the Company to be its independent auditor in March 2004. The Company
previously had an eleven-year auditor relationship with Ernst & Young LLP. Because of a perceived
decline in service, the Company’s audit committee, following the 2003 audit, decided to interview
other firms, along with Ernst & Young, with regard to audit services for 2004. Based on those
interviews, the Company’s audit committee selected KPMG. The Company looked forward to the new
relationship and the services promised in the KPMG proposal, but instead there were serious
problems with KPMG’s performance.

          Based on the CFO’s 29 years of experience with auditing, and the audit committee chairman’s
more than 40 years of experience with auditing, the Company believes the KPMG audit was not planned,
executed, or supervised as required by the fieldwork standards of Generally Accepted Auditing
Standards adopted by the Public Company Accounting Oversight Board (United States). The Company
also believes the audit was not staffed with appropriate experience or expertise, and due
professional care was not exercised in the performance of the audit as required by the general
standards of Generally Accepted Auditing Standards. It is notable that the lead partner was often
not available to the Company or the engagement team due to his illness and the audit was left in the hands of an inexperienced senior manager who was
promoted to partner during the engagement.

2

          There were certain accounting treatment matters that KPMG asserted were incorrect and resulted
in the need to restate the Company’s 2002 and 2003 consolidated financial statements — two were
identified by KPMG in March, after the circulation of what were to be the final drafts of the
annual report and Form 10-K, and merely six days before the 10-K was due to be filed. A third was
identified by KPMG on May 25, 2005. This was especially frustrating to the Company, given that in
October 2004, seven months earlier, the Company’s CFO and its audit committee chairman, seeing the
lack of audit work in the “risk” areas (those which inherently involve interpretation and judgment
– receivables/collectibility and capitalized costs), specifically asked the client service partner
(who is also the partner in charge of KPMG’s Nashville office), the lead partner, and the senior
manager who was recently promoted partner to address these areas before the 2004 year-end holidays. Had KPMG
timely audited these areas, as requested, the Company believes that the audit could easily have
been completed on schedule and in time for the Company to meet its statutory filing and reporting deadlines.

          The continued delay in completing the audit resulted in many instances of personal friction,
miscommunication, and animosity such that the professional relationship between the Company and KPMG
progressively deteriorated. Contextually, it is notable that in audit committee meetings on January
25, 2005, February 28, 2005, and April 25, 2005, KPMG reported to the audit committee that it was
almost finished with the audit, but in all three cases that proved to be incorrect. If a cohesive
audit plan had existed, if the audit team had been appropriately supervised, and if the audit team
had been staffed with individuals with appropriate experience and expertise, the audit team would
have known that it was not “almost finished” with the audit on January 25, February 28, and April
25, 2005.

          In late May, the Company received an inquiry from the Commission concerning the timing of
completion of the audit. On May 24, 2005, the Company asked KPMG when it expected to complete the
audit so that it could respond to the Commission. KPMG either could not, or would not, provide a
response to the inquiry. Instead, KPMG responded the next day by asserting that “we no longer
have confidence in the ability of current financial management who sign the representation letter
to determine the Company’s consolidated financial statements are fairly presented in conformity
with U.S. generally accepted accounting principles.” In the Company’s opinion, there was no
rational basis for KPMG’s sudden assertion, and the Company believes the assertion was a scheme
previously contrived to deflect away a growing awareness of KPMG’s substandard work and to blame the Company
(via the assertion) for the continuing delay in getting the audit finished and the Form 10-K filed.

          The Company’s audit committee terminated KPMG on June 7, 2005, prior to completion of the 2004
audit, but nearly three months after the Company’s Form 10-K was due to be filed.

3

“Tell
us how this does not represent a disagreement with your accountant as
defined in Item 304(a)(1)(iv) of Regulation S-K.”

          Item 304(a)(1)(iv) of Regulation S-K requires the Company to disclose whether, during its two
most recent fiscal years and any subsequent interim period preceding the resignation, declination,
or dismissal of the independent accountant, there were any disagreements with the former accountant
on any matter of accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement(s), if not resolved to the satisfaction of the former
accountant, would have caused it to make reference to the subject matter of the disagreement(s) in
connection with its report.

          While Company accounting personnel and KPMG auditors experienced many instances of personal
friction, miscommunication, and animosity during the course of their relationship, none of these
instances fit the definition of the term “disagreements” as set forth in Item 304(a)(1)(iv) of
Regulation S-K. The Company disagrees with KPMG’s assertion that financial management is not
sufficiently competent to ensure that the Company’s consolidated financial statements are fairly
presented in conformity with U.S. generally accepted accounting principles. However, this
difference is a matter regarding individuals and their subjective opinions about other individuals
and is not about accounting principles or practices, financial statement disclosure, or auditing
scope or procedure that would require reference to it in connection with KPMG’s report, as
contemplated by Item 304(a)(1)(iv) of Regulation S-K. In fact, KPMG and the Company discussed this
matter and neither the Company nor KPMG viewed the assertion as a disagreement under either
generally accepted auditing standards adopted by the PCAOB, or under Item 304(a)(1)(iv) of
Regulation S-K. Therefore, there were no accounting disagreements to be disclosed in the Form 8-K filed by the
Company on June 13, 2005, a fact with which KPMG agreed in its letter attached as Exhibit 16
to the Form 8-K. Rather, KPMG’s assertion was disclosed in that filing as a reportable event in paragraph
(d) of the Form 8-K.

“Describe
the factual inaccuracies [in the KPMG letter]”

          In its letter to the audit committee dated May 24, 2005, KPMG asserted that, “Subsequent to
the filing of the Form 8-K, we requested that management perform a thorough review of the Company’s
financial statements and underlying accounting principles be performed [sic] by management.
Management has represented to us that it conducted that review, and as a result, additional
valuation allowances were recorded for three accounts receivable balances.”

          This is an inaccurate statement. KPMG never asked the Company to perform a special review of
all of its financial statements and underlying accounting principles, and the Company never
represented to KPMG that it had performed or completed such a review. What actually happened was,
on March 10, 2005, KPMG asserted its position in writing that the Company should not look to the
successor debtor rules under SFAS No. 15 for a certain collectibility assessment, but should look
to SFAS No. 114 and No. 5. On March 19, 2005, the Company received E&Y’s agreement with KPMG’s
assertion regarding the accounting for the account receivable, and the Company’s Chief Financial
Officer verbally informed KPMG on March 21, 2005 that, in light of the issue raised by KPMG, the
Company would review its other accounts receivable to see if there were any other accounts
receivable that fit that fact pattern. Having subsequently completed its accounts receivable
review, the Company informed KPMG that it would include allowances for three additional accounts
receivable in the restatement agreed to by E&Y, and the Company subsequently disclosed these
amounts in the March 23, 2005 Form 8-K filing. In its letter dated May 24, 2005, KPMG made reference to the additional valuation
allowances by stating that “as a result, additional valuation allowances were recorded for three
accounts receivable balances.”

4

          There were no other reviews discussed between the Company and KPMG. The Company has examined
its files and, moreover, has inquired with each individual involved in the audit and has confirmed
that KPMG never requested, in writing or verbally, a “thorough review of the Company’s financial
statements and underlying accounting principles,” and management never represented to KPMG that it
had conducted or completed such a review.

          KPMG concluded in its letter to the audit committee dated May 24, 2005, “In light of our most
recent findings which were identified subsequent to management completing its review of the
Company’s consolidated financial statements and underlying principles, we no longer have confidence
in the ability of current financial management who sign the representation letter to determine the
Company’s consolidated financial statements are fairly presented in conformity with U.S. generally
accepted accounting principles.” That statement, which contains the same untrue assertion
described above, makes it clear that KPMG based its ‘no confidence’ assertion on the premise that:
1) KPMG asked the Company to do a thorough review of the Company’s financial statements and
underlying accounting principles; 2) management performed and completed such a review and
represented to KPMG that the review was completed; and 3) KPMG raised a new accounting issue, i.e.
identification of a variable interest entity that was not previously identified by the Company.
KPMG then concluded that “we no longer have confidence in the ability of current financial
management to determine the Company’s financial statements are fairly presented in conformity with
U.S. generally accepted accounting principles.”

          At the time that KPMG made the assertion regarding the competence of financial management, the
relationship between KPMG and the Company had deteriorated greatly. Further, on the morning of the
day the assertion was made by KPMG, the Company had asked KPMG when it expected to complete the
audit so that the Company could respond to the inquiry by the Commission concerning when the
Company expected to file the restated financial statements. As discussed earlier, it is notable
that in audit committee meetings on January 25, 2005, February 28, 2005, and April 25, 2005, KPMG
had reported to the audit committee that it was almost finished with the audit, but in all three
cases that proved to be incorrect. If a cohesive audit plan had existed, if the audit team had been
appropriately supervised, and if the audit team had been staffed with individuals with appropriate
experience and expertise, the audit team woul