SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

May 19, 2011

Via U.S. Mail and Facsimile 617.969.5730

 Mark L. Kleifges Treasurer and Chief Financial Officer Government Properties Income Trust Two Newton Place 255 Washington Street, Suite 300 Newton, MA  02458-1634

Re: Government Properties Income Trust
Form 10-K for fiscal year  ended December 31, 2010
  Filed February 25, 2011
Schedule 14A Filed February 25, 2011 File No. 1-34364

Dear Mr. Kleifges:

We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circum stances, please tell us why in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.   Form 10-K for the fiscal year ended December 31, 2010

 General

1. In future periodic filings, please discuss your  then current strategy with regard to
acquisitions and dispositions, including, if  available, quantitativ e information on your
acquisition and dis position pipeline.

Mark L. Kleifges
Government Properties Income Trust May 19, 2011 Page 2  Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 43
 Overview, page 43

 Property Operations, page 43

2. In future filings please include information w ith regard to average effective rental rates
for your properties during the periods covere d.  Please define how you calculate average
effective rental rates within your filing.
3. Please tell us whether management consid ers measurements such as FFO, NOI, and
same-store NOI to be key performance measures.  Please note we may have further comment.
4. We note that you have been advised that gove rnment tenants frequently seek to renew
leases to avoid costs and disr uptions that may result from re locating their operations.  In
future periodic filings please expand your disc losure to discuss the relationship between
market/current asking rents and l eases expected to expire in the next period, as well as the
relationship between rents on le ases that expired in the cu rrent reporting period and rents
on executed renewals or new leases.  See Item 303(a)(3)(ii) of Regulation S-K and
Section I.B.3 of Commission Interp retive Release No. 33-8350 (2003).
5. We note your table on page 52 which lists the number of rentable square feet leased
during the period for both new leases and re newals.  Please also provide the square
footage of leases up for re newal during this period.
Investment Activities, page 44

6. In future periodic filings please include cap italization rates for material acquisitions
and/or dispositions of properties.  Also in clude a clear descripti on of how you calculate
capitalization rates, in cluding how you calculate NOI for these purposes.

Item 15. Exhibits and Financial Statement Schedules
 (a) Index to Financial Statements  and Financial Statement Schedules

 Notes to Consolidated Financial Statements, page F-7

 Note 2. Summary of Significant Accounting Policies, page F-7

 Real Estate Properties, page F-7

7. Please tell us how you have considered a ny fixed rate renewa l options into your
calculation of the fair value of below market lease values.

Mark L. Kleifges
Government Properties Income Trust May 19, 2011 Page 3   Note 9. Stockholders’ Equity, page F-18

 Share Awards, page F-18

8. Please tell us how your current disclosures comply with the requirements pursuant to
FASB Accounting Standards Codi fication (“ASC”) 718-10-50.

Schedule 14A – Definitive Proxy Statement
 Related Person Transactions and Company Review of Such Transactions, page 28

9. We note your disclosure on page 28 regard ing the business management agreement
which provides for annual compensation to RMR.  We note that RMR receives an incentive fee based upon increases in FFO per sh are.  Please tell us  the target per share
FFO which would result in the payment of an incentive fee pursuant to your management
agreement with RMR.  Also please describe why RMR did not receive an incentive fee in
2010.  Provide similar disclosure in future filings.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

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

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

Mark L. Kleifges
Government Properties Income Trust May 19, 2011 Page 4
You may contact Mark Raki p, Staff Accountant, at 202.551.3 573 or the undersigned at
202.551.3629 if you have questions regarding the co mments on the financial statements and
related matters.  Please c ontact Adam Turk, Attorney-Advisor, at 202.551.3657 or Tom Kluck,
Legal Branch Chief, at 202.551.3233 with any other questions.

         S i n c e r e l y ,
Kevin Woody Accounting Branch Chief