SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

MAIL STOP 3010
 May 19, 2009

 David M. Blackman Government Properties Income Trust 400 Centre Street Newton, MA 02458
 Re: Government Properties Income Trust
Amendment No. 3 to Form S-11  File No. 333-157455
  Filed May 8, 2009

Dear Mr. Blackman:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should revi se your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provide us with supplemental information so
we may better understand your disclosure.  Af ter reviewing this information, we may or
may not raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Distribution Policy, page 23

1. Please clarify your disclosure to illustrate that  your estimated cash available for
distribution is for the twelve months e nded March 31, 2010, not for the fiscal year
ended December 31, 2009.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Overview, page 32
 2. Please ensure you update the information contained within footnote one to the
table disclosing Lease expirations by squa re footage and rental income.  For

David M. Blackman
Government Properties Income Trust
May 19, 2009 Page 2
example, we note that tenants contributing approximately 14.4% of pro forma
rental income for the twelve months  ended March 31, 2009 have exercisable
rights to terminate their leases before su ch term expires.  Per your disclosure
within Risk Factors, the contribution of rental income from these tenants
occupying the same amount of rentable squa re footage is 13.8%.  Further, it also
appears that the disclosure of rental income for tenant s that can exercise early
termination rights in 2010 and 2011 doe s not agree to your Risk Factors
disclosure.  Please ad vise or revise.
 Business

 Our Financing Policies, page 45

3. We note that upon completion of the offe ring and repayment of a substantial
amount under your credit facility, your credit facility will convert into a $250
million revolving credit facility.  Please  add clarifying disclosure throughout the
prospectus to indicate that your credit faci lity will convert into a revolving credit
facility.
 Our Management Agreements, page 60

4. We note your response to comment 4 of our letter dated April 24, 2009 and the
revised disclosure on page 63 that for every $1 million you borrow and invest, RMR will earn an additional $5,000 per annum in business management fees.  Considering initial additi onal investments will accrue a management fee based on
0.7%, please revise your leverage  disclosure to reflect the applicable percentage.
Also disclose the aggregate business ma nagement fees based upon your leverage
policy of 50% of the undeprecia ted book value of your assets.
 Exhibits

5. Prior to effectiveness, please file execut ed copies of each agreement wherever
possible and include all schedul es and exhibits to such agreements.  For example,
please see Exhibit 10.2, Credit Agreement.  Also file executed copies of your
legality and tax opinions.

* * * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewing your amendment and responses to our comments.

David M. Blackman
Government Properties Income Trust
May 19, 2009
Page 3

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
    We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of th e fact that those reque sting acceleration are
aware of their respective responsibilities under the Secu rities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.

We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

 Any questions regarding the accounting comments may be directed to Mark
Rakip (202) 551-3573 or Kevin Woody, Accounting Branch Chief, at (202) 551-3629.
Questions on other disclosure issues may be  directed to Duc Dang at (202) 551-3386 or
the undersigned at (202) 551-3233.

   Sincerely,     Thomas Kluck
 Branch Chief
 cc: Margaret Cohen  Fax No. (617) 305-4859