SecProbe.io

June 12, 2014

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

Re: Government Properties Income Trust
 Form 10 -K for the year ended December 31, 201 3
Filed on February 19, 2014
File No. 001-34364

Dear Mr. Kleifges :

We have reviewed your filing an d have the following comment s.  In our comment s, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter via EDGAR within ten business days by provi ding the
requested information or by advising us when you will provide the reques ted response.   If you do
not believe our comment s apply to your facts and circumstances , please tell us why in your
response.

After reviewing the information you provide in response to these comment s, we may
have  additional comments.

Form 10 -K for th e year ended December 31, 201 3

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 43

Property Operations, page 43

1. In future Exchange Act reports,  please compare new rents on second generation leases
and renewed leases to prior rents based on effective rent.

Our Investment and Financing Liquidity and Resources…, page 53

2. We note your leasing activity disclosure starting on page 54. In future Exchan ge Act
reports, please revise your disclosure where applicable to provide a roll forward of the
beginning of year vacant space to end of year vacant space, with data on new space that

Mr. Mark L. Kleifges
Government Properties Income Trust
 June 12 , 2014
 Page 2

 became vacant during the period as well as space that was filled during the period,
including new leases and renewed leases.

Financial Statements

Notes to Consolidated Financial Statements

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

3. We note your disclosure on page 54 that you paid amounts directly to tenants to improve
their space.  Please tell us if these items are tenant improvements that you will depreciate
or lease inducements that will be amortized as a reduction to revenue and t ell us how you
made that determination.  Please reference the authoritative accounting literature
management relied upon.

4. We note your disclosure on page 54 that leasing costs includes other tenant inducements.
Please tell us the nature of these induce ments and tell us how you accounted for them.
Please reference the authoritative accounting literature management relied upon.

Revenue Recognition, page F -9

5. We note your disclosure on page 58 that your lease agreements generally provide for
annual ren t increases based on a cost of living index calculation. Please confirm for us
and revise your disclosure in future filings to state, if true, that only those leases with
fixed rent escalations are recognized on a straight -line basis.

6. We note your disclo sure on pages F -10 and F -11 that certain leases allow for the tenant to
terminate their lease before the lease term expires and certain leases allow for the tenant
to terminate their leases if the state does not appropriate rent in their annual budget.
Please tell us how you considered these termination clauses in your determination of the
lease term. Within your response, please reference the authoritative accounting literature
management relied upon.

7. We note your disclosure on page F -11 that one lease  provides the tenant with the right to
purchase the leased property for $31 million at the end of its lease term.  Please tell us
how you considered this purchase right in your determination of the lease classification.
Within your response, please refere nce the authoritative accounting literature
management relied upon.

Note 5. Related Person Transactions, page F -14

8. On page F -14 you disclose that your Board of Trustees may approve only those related
person transactions that are fair and reasonable to you and your shareholders, on page F -
17 you disclose that RMR leases office space from you at a commercially reasonable
rent, and on page 56 you disclose that your agreements with RMR, CWH and AIC are on

Mr. Mark L. Kleifges
Government Properties Income Trust
 June 12 , 2014
 Page 3

 commercially reasonable terms.  Please tell us how y ou are able to substantiate these
representations.  Please refer to paragraph 5 of ASC 850 -10-50.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the informatio n the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 disclosu res they have made.

 In responding to our comment s, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 fe deral securities laws of the United States.

You may contact Shannon Sobotka, Staff Accountant, at (202) 551 -3856 or me at (202) 551 -3295 if
you have questions regarding comments on the financial statements and related matters. Please
contact Folake Ayoola , Attorney Advisor, at (202) 551 -3673 or Sandra Hunter , Senior Counsel  at
(202) 551 -3758 with regard to legal comments.

Sincerely,

 /s/ Jennifer Monick

Jennifer Monick
Senior Staff Accountant