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July 14, 2023
Christopher J. Bilotto
President and Chief Operating Officer
Office Properties Income Trust
Two Newton Place
255 Washington Street, Suite 300
Newton, MA 02458
Re:Office Properties Income Trust
Amendment No. 3 to Registration Statement on Form S-4
Filed July 7, 2023
File No. 333-272105
Dear Christopher J. Bilotto:
            We have reviewed your amended registration statement 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 by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 6, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-4
The fairness opinions delivered prior to the entry into the Merger Agreement . . ., page 37
1.We note the addition of this risk factor in response to prior comment 12, including the
statement that the market prices of OPI and DHC common shares and other factors "may
have altered the value" of OPI and DHC common shares since April 10. Please revise to
disclose the alteration in the value of the shares since April 10, including the impact on the
value of the Merger Consideration.

 FirstName LastNameChristopher J. Bilotto
 Comapany NameOffice Properties Income Trust
 July 14, 2023 Page 2
 FirstName LastName
Christopher J. Bilotto
Office Properties Income Trust
July 14, 2023
Page 2
Background of the Merger, page 83
2.We note your disclosure on page 100 in response to prior comment 5 regarding OPI's
determination to announce the reduction in its dividend in connection with the
announcement of a transaction with DHC. Please clarify whether "further revision" refers
to the dividend or the terms of the merger agreement under negotiation.
Unaudited Prospective Financial Information of OPI, page 146
3.We note your response to prior comment 6, including the items as to which OPI made
assumptions in the preparation of its projections. Please revise disclosure in this section to
describe the actual material assumptions and any material quantitative information
relating thereto, including, for example, assumptions regarding trends or uncertainties in
the items identified (inflation, leasing activity, and tenant retention) and other items listed
on page 150.
Unaudited Prospective Financial Information of DHC, page 150
4.We note your response to prior comments 6 and 7, including the items as to which DHC
made assumptions in the preparation of its projections. Please revise disclosure in this
section to describe the actual material assumptions and any material quantitative
information relating thereto, including, for example, assumptions regarding trends and
uncertainties in the items identified (inflation, leasing activity, tenant
retention, improvement in the SHOP segment, and the assumed level of capital
expenditures) and other items listed on page 154.
            You may contact Isabel Rivera at (202) 551-3518 or Pamela Long at (202) 551-3765 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Mark A. Stagliano