SecProbe.io

CORRESP
 1
 filename1.htm

 April 3, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Re: Office Properties Income Trust (the “Company”)
 Registration Statement on Form
S-3

 File No. 333-284926

 Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, the Company (the “Registrant”) hereby requests that the effective date of the
above-referenced registration statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time, on April 7, 2025,
or as soon as practicable thereafter.

 The Registrant respectfully
requests that it be notified of such effectiveness by a telephone call to Howard E. Berkenblit or Shu Wei of Sullivan & Worcester
LLP at (617) 338-2979 or (617) 338-2973, and that such effectiveness also be confirmed in writing.

 Very truly yours,

 /s/ Brian E. Donley

 Brian E. Donley

 Chief Financial Officer and Treasurer
of the Company

CORRESP
 1
 filename1.htm

 March 28, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Re: Office Properties Income Trust (the "Company")
 Registration Statement on Form
S-3

 File No. 333-285051

 Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, the Company (the "Registrant") hereby requests that the effective date of the
above-referenced registration statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time, on April 1, 2025,
or as soon as practicable thereafter.

 The Registrant respectfully
requests that it be notified of such effectiveness by a telephone call to Howard E. Berkenblit or Shu Wei of Sullivan & Worcester
LLP at (617) 338-2979 or (617) 338-2973, and that such effectiveness also be confirmed in writing.

 Very truly yours,

 /s/ Brian E. Donley

 Brian E. Donley

 Chief Financial Officer and Treasurer of the Company

February 20, 2025
Yael Duffy
President and Chief Operating Officer
Office Properties Income Trust
Two Newton Place
255 Washington Street, Suite 300
Newton, MA 02458-1634
Re:Office Properties Income Trust
Registration Statement on Form S-3
Filed February 19, 2025
File No. 333-285051
Dear Yael Duffy:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Isabel Rivera at 202-551-3518 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Shu Wei

CORRESP
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July 19, 2023

Via EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Isabel Rivera and Pam Long

 Re: Office Properties Income Trust

                                                                          Registration Statement on Form S-4

                                                                          Filed May 19, 2023, as amended

                                                                          File No. 333-272105

                                                                          Request for Effectiveness

Dear Ms. Rivera and Ms. Long:

Reference is made to the Registration Statement
on Form S-4 (File No. 333-272105) filed by Office Properties Income Trust (the “Company”) with the U.S. Securities
and Exchange Commission on May 19, 2023, as amended on June 6, 2023, June 20, 2023, July 7, 2023, July 17, 2023,
and July 19, 2023 (the “Registration Statement”).

The
Company hereby requests that the effective date for the Registration Statement be accelerated to 10:00  a.m.,
Eastern Time on July 21, 2023, or as soon as possible thereafter, pursuant to Rule 461 promulgated under the
U.S. Securities Act of 1933, as amended.

Please contact Mark A. Stagliano of Wachtell, Lipton,
Rosen & Katz at (212) 403-1060 with any questions you may have concerning this letter or if you require any additional information.
Please notify Mr. Stagliano when this request for acceleration of the effectiveness of the Registration Statement has been granted.

(signature page follows)

    Sincerely,

    OFFICE PROPERTIES INCOME TRUST

    By:
    /s/ Matthew C. Brown

    Name:
    Matthew C. Brown

    Title:
    Chief Financial Officer and Treasurer

 cc: Mark A. Stagliano, Wachtell, Lipton, Rosen & Katz

CORRESP
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[Letterhead of Wachtell, Lipton, Rosen &
Katz]

July 17, 2023

Via EDGAR

Ms. Isabel Rivera

Ms. Pam Long

Division of Corporation Finance

Office of Real Estate and Construction

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Office Properties Income Trust

Amendment No. 3 to Registration
Statement on Form S-4

Filed July 7, 2023

File No. 333-272105

Dear Ms. Rivera and Ms. Long:

On behalf of our client, Office Properties Income
Trust (the “Company” or “OPI”), below is the response of the Company to the comments of the Staff
of the Division of Corporation Finance (the “Staff”) that were in your letter dated July 14, 2023, regarding Amendment
No. 3 to the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company with
the Securities and Exchange Commission on July 7, 2023. In connection with this letter responding to the Staff’s comments,
the Company is today filing Amendment No. 4 to the Registration Statement (“Amendment No. 4”).

For your convenience, the Staff’s comments
are set forth in bold, followed by the response on behalf of the Company. All page references in the responses set forth below refer
to pages of Amendment No. 4. We are separately furnishing to the Staff a copy of Amendment No. 4 marked to show the changes
compared to the Registration Statement.

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.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on pages 2, 30 and 37 of Amendment No. 4 in response thereto.

July 17, 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.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on page 101 of Amendment No. 4 in response thereto.

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.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on page 151 of Amendment No. 4 in response thereto.

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.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on page 155 of Amendment No. 4 in response thereto.

*          *          *          *          *          *

July 17, 2023

Page 3

If you have any questions concerning the Registration
Statement or Amendment No. 4 or require any additional information, please do not hesitate to contact me at (212) 403-1060 or mastagliano@wlrk.com.

    Sincerely yours,

    /s/ Mark A. Stagliano

    Mark A. Stagliano

 cc: Melissa Sawyer, Sullivan &
Cromwell LLP

Lauren S. Boehmke, Sullivan & Cromwell
LLP

United States securities and exchange commission logo
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

CORRESP
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[Letterhead of Wachtell, Lipton, Rosen & Katz]

July 6, 2023

Via EDGAR

Ms. Isabel Rivera

Ms. Pam Long

Division of Corporation Finance

Office of Real Estate and Construction

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Office Properties Income Trust

    Amendment No. 2 to Registration
Statement on Form S-4

    Filed June 20, 2023

    File No. 333-272105

Dear Ms. Rivera and Ms. Long:

On behalf of our client, Office Properties Income
Trust (the “Company” or “OPI”), below is the response of the Company to the comments of the Staff
of the Division of Corporation Finance (the “Staff”) that were in your letter dated June 29, 2023, regarding Amendment
No. 2 to Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company with the
Securities and Exchange Commission on June 20, 2023. In connection with this letter responding to the Staff’s comments, the
Company is today filing Amendment No. 3 to the Registration Statement (“Amendment No. 3”).

For your convenience, the Staff’s comments
are set forth in bold, followed by the response on behalf of the Company. All page references in the response set forth below refer
to pages of Amendment No. 3 (except as otherwise noted). Capitalized terms used but not defined in this letter have the meanings given in Amendment No. 3.
We are separately furnishing to the Staff a copy of Amendment No. 3 marked to show the changes compared to the Registration
Statement.

Amendment No. 2 to Form S-4 filed June 20, 2023

Interests of OPI and DHC Trustees, Executive Officers and Manager
in the Merger and the Other Transactions, page 18

1. With respect to the independent and disinterested trustees of both OPI and DHC, please disclose whether any of the trustees maintain
relationships or positions with any entities affiliated with RMR Group. We note, for example, that William Lamkin currently serves as
an independent trustee of two RMR-affiliated entities, Service Properties Trust and Seven Hills Realty Trust, and that Lisa Harris Jones
currently serves on the board of Industrial Logistics Properties Trust. Please disclose the consideration given to these interests in
your recommendations that shareholders approve the merger in the proxy statement/prospectus and include risk factor disclosure, if appropriate.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 18, 33, 86-87, 114,
121-122, and 154-155  of Amendment No. 3 in response thereto.

July 6, 2023

Page 2

Background of the Merger, page 81

2. We note that at its meeting on December 7, 2022, the OPI board discussed its financial and operating performance, long-term
strategy, and the potential for future deterioration in the operating performance of office buildings in connection with the possibility
of a transaction with DHC. Please describe any material aspects of OPI’s financial and operating performance that led or related
to OPI's consideration of a transaction with DHC and discuss how such factors were considered.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 85 and 86 of Amendment
No. 3 in response thereto.

3. We note that obtaining an amendment or modification to the OPI Credit Agreement is a condition to closing the merger. With a view
towards disclosure, please provide a discussion of any financing concerns considered with respect to OPI's ability to meet this condition.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 35-36, 99-100, 103,
104, 109 and 126 of Amendment No. 3 in response thereto. In addition, the Company respectfully directs the Staff
to the sections of the joint prospectus/proxy statement entitled “The Merger—Background of the Merger”, “The
Merger—Recommendation of the OPI Special Committee and the OPI Board of Trustees; Reasons for the Merger and the Other
Transactions” and “The Merger—Recommendation of the DHC Special Committee and the DHC Board of Trustees; Reasons
for the Merger and the Other Transactions”, which include disclosure regarding the assessments of the risks regarding the
ability of the Company to meet this condition by the OPI special committee, the OPI board of trustees, the DHC special committee and
the DHC board of trustees and the negotiation of such condition by and on behalf of the OPI special committee and the DHC special
committee.

4. We note that each of the special committees was advised by its financial advisors about their relationships with OPI, DHC, RMR,
and RMR Inc., and that information about these relationships was updated from time to time. Please disclose the nature and significance
of these relationships and explain how the special committees evaluated this information and concluded that these relationships would
not interfere with the advisors’ ability to provide independent advice. Please also provide risk factor disclosure addressing material
conflicts of interest arising from these relationships.

Response:
The Company respectfully acknowledges the Staff’s comment and
has revised the disclosure on pages 87, 88, 90, 91, 105, 110, 146 and 154-155 of Amendment No. 3 in response thereto. The Company also
respectfully notes that the Registration Statement includes disclosure regarding the nature and significance of these relationships, which
is included on pages 135, 146 and 154-155 of Amendment No. 3, and is now cross-referenced in the section of the joint proxy statement/prospectus
entitled, “The Merger—Background of the Merger.”

July 6, 2023

Page 3

The Company respectfully advises the Staff that in the Company’s
view, taking into account the determinations of the DHC special committee and the OPI special committee regarding the relationships of
their respective financial advisors as disclosed in Amendment No. 3, there are no material risks arising from the relationships of
the respective financial advisors to either the DHC special committee or the OPI special committee and, therefore, no additional risk
factor disclosure is necessary.

5. We note that OPI’s change in distribution policy and the timing of its announcement in conjunction with the announcement
of the merger was discussed at several meetings of the OPI special committee throughout February, March, and April, and by the DHC special
committee at several meetings in March. Please provide enhanced disclosure regarding the views of the DHC and OPI special committees and
their advisors as expressed during these meetings and in the negotiations between the parties on each of the following:

 · the reason for the change in OPI’s distribution policy, which resulted in a reduction of OPI’s dividend in connection
with the transaction and the amount of the reduction;

 · the timing of the announcement of OPI’s dividend reduction concurrently with the announcement of the merger, particularly
in light of the anticipated impact on OPI’s share price and the consequent diminished value of the merger consideration to DHC shareholders;
and

 · DHC’s willingness on March 27 to proceed without the price collar it had proposed to OPI despite the downward fluctuations
in OPI’s share price between March 2 and March 24 and after taking into account, for example, “the encouraging financial
performance of DHC during the first month of 2023, and the potential implications of improved performance on DHC’s financing situation,”
and the fact that as of March 24, the DHC special committee thought that DHC’s financial performance indicated that DHC would
outperform projections for the first quarter of 2023.

Response:
The Company respectfully acknowledges the Staff’s comment regarding
the reasons for the change in OPI’s dividend policy and has revised the disclosure on pages 85, 95, 96, 100, 107, 108, 110, 111
and 148 of Amendment No. 3 in response thereto.

 As discussed in the updated disclosure
in Amendment No. 3 on page 96, the OPI board of trustees determined that a reduction in OPI’s dividend was likely to be required
regardless of whether OPI engaged in any transaction with DHC. The Company has also revised the Registration Statement to provide additional
disclosure regarding the OPI board of trustees’ and the OPI special committee’s reasons for the timing of the announcement
of the Company’s dividend reduction concurrently with the announcement of the Merger. Please see pages 100, 107, 108 and 111 of
Amendment No. 3.

July 6, 2023

Page 4

  The Company has also revised the Registration
Statement to provide additional disclosure regarding the DHC special committee’s consideration of the dividend reduction, including
the negotiations regarding a possible price collar and the DHC special committee’s willingness to proceed without a price collar.
Please see pages 101, 102, 103 and 125 of Amendment No. 3.

The Company further respectfully advises the Staff that
(as noted on page 102 of Amendment No. 3), as of March 24, 2023, the DHC special committee did not necessarily
believe that, based on preliminary results indicating DHC’s positive financial performance from January and
February 2023, DHC would outperform projections for the first quarter in 2023. Instead, the DHC special committee considered
the potential impact of DHC’s outperformance on its valuation and potential financing alternatives available to DHC were such
performance to be sustained over a longer period of time.

6. We note that RMR provided three-year projections to the
DHC and OPI boards of trustees in December 2022. DHC and OPI management then provided five-year projections to BofA and J.P. Morgan,
respectively, in January 2023, which they updated several times prior to entering into the merger agreement. Please provide clear
disclosure regarding the individuals from OPI and DHC management that were ultimately responsible for preparing the prospective financial
information for each respective entity. In particular, please disclose the involvement of the external manager, RMR Group Inc., in the
preparation of this prospective financial information. Also clarify why the parties determined to increase the projections from three
to five years, and disclose any material assumptions made and associated risks about growth rates after the third year.

Response:
The Company respectfully acknowledges the Staff’s comment and
has revised the disclosure on pages 88-89 and 92-93 of Amendment No. 3 in response thereto.

7. Please elaborate on why the DHC special committee, at its meetings on January 25 and 27, requested DHC management to revise
the DHC January 2023 projections to make them “less conservative.” We note that at a meeting on January 25, DHC
management discussed recent negative changes in DHC’s operating environment and that on January 27, DHC noted that the RMR
termination fee made it impractical to obtain a change of control proposal from a third party other than OPI. Please clarify how these
considerations related to the request for less conservative projections.

Response:
The Company respectfully acknowledges the Staff’s comment and
has revised the disclosure on pages 88-89 and 92-93 of Amendment No. 3 in response thereto.

The Company respectfully advises the Staff that although
the DHC special committee was aware of negative changes in the operating environment for its senior living communities that resulted in
downward adjustments to DHC’s financial projections relative to the DHC May 2022 projections, the DHC special committee believed
it was appropriate to request the preparation of projections with assumptions for the performance of the senior living communities in
years four (2026) and five (2027) that were less conservative than those assumptions set forth in the DHC January 2023 projections
but that were still more conservative than those set forth in the May 2022 projections. The Company also respectfully advises the
Staff that the DHC special committee did not view the RMR termination fee under DHC’s management agreements as relevant to the projections
or the DHC special committee’s request to revise the projections because the projections relate to the performance of DHC as a stand-alone
company and the RMR termination fee would be payable only by a third party in a change of control transaction.

July 6, 2023

Page 5

8. Please provide additional context around the need for the sensitivity cases for the DHC projections that were prepared between
January 27 and February 3. Explain the significance of the difference between net operating income of SHOP communities managed
by AlerisLife versus all SHOP communities of DHC. Also, please explain the significance of the AlerisLife acquisition and related transactions
to DHC as discussed at the DHC special committee meeting on February 3. Finally, please revise your disclosure to clarify who prepared
the ultimate projections that were considered using those sensitivity analyses, and if such analyses resulted in multiple sets of projections
being given to or used by the DHC special committee and/or the OPI special committee or their advisors, please explain the rationale for
this and include these in the applicable subsections for the unaudited prospective financial information, or advise.

Response:
The Company respectfully acknowledges the Staff’s comment and
has revised the disclosure on pages 93-94 of Amendment No. 3 in response thereto.

The Company respectfully advises the Staff that the
AlerisLife transaction did not have any effect on the DHC financial projections because the AlerisLife transaction did not impact the
operations at the DHC senior living communities managed by AlerisLife or the cash flows projected to be generated from those assets. For
these reasons, the AlerisLife transaction was also not considered by the DHC special committee or
BofA Securities to be material to DHC or the potential transaction with the Company. The Company also
respectfully advises the Staff that, for purposes of the net asset value analysis prepared by BofA
Securities, BofA Securities reflected DHC’s equity interest in AlerisLife at the purchase price paid to DHC in the AlerisLife
transaction. However, (i) the financial impact of the treatment of DHC’s equity interest in AlerisLife was not considered to
be material to the net asset value analysis and (ii) the net asset value analysis was
not prepared for or considered part of BofA Securities’ financial analyses with respect to its opinion, but was referenced
for informational purposes only.

The Company further respectfully advises
the Staff that the sensitivity analyses prepared by BofA Securities or DHC management, as applicable, between January 27 and February
3, 2023 were prepared to illustrate for the DHC special committee the potential impacts of uncertain future events to inform the DHC special
committee’s determination of the appropriate set of projections regarding the future performance of DHC. These cases did not represent
revised or separate sets of projections and were not adopted or relied upon by the DHC special committee, the DHC board of trustees or
BofA Securities or provided to the Company or J.P. Morgan. As disclosed on page 99 of Amendment No. 3, the final projections, which are
defined as the “DHC financial projections” in the joint proxy statement/prospectus and represent the DHC February 2023 projections
as updated for discrete, immaterial changes on March 10, 2023, were prepared by DHC management following the process outlined on pages
88-89 of Amendment No. 3. The Company respectfully directs the Staff to its response to comment 15 set forth below for further information
regarding the DHC financial projections disclosed in the section of the joint proxy statement/prospectus entitled “Unaudited Prospective
Financial Information of DHC.”

July 6, 2023

Page 6

9. Please clarify why DHC’s compensation committee considered and then determined n

United States securities and exchange commission logo
June 29, 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. 2 to Registration Statement on Form S-4
Filed June 20, 2023
File No. 333-272105
Dear Christopher J. Bilotto:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Amendment No. 2 to Form S-4 filed June 20, 2023
Interests of OPI and DHC Trustees, Executive Officers and Manager in the Merger and the Other
Transactions, page 18
1.With respect to the independent and disinterested trustees of both OPI and DHC, please
disclose whether any of the trustees maintain relationships or positions with any entities
affiliated with RMR Group.  We note, for example, that William Lamkin currently serves
as an independent trustee of two RMR-affiliated entities, Service Properties Trust and
Seven Hills Realty Trust, and that Lisa Harris Jones currently serves on the board of
Industrial Logistics Properties Trust.  Please disclose the consideration given to these
interests in your recommendations that shareholders approve the merger in the proxy
statement/prospectus and include risk factor disclosure, if appropriate.

 FirstName LastNameChristopher J. Bilotto
 Comapany NameOffice Properties Income Trust
 June 29, 2023 Page 2
 FirstName LastNameChristopher J. Bilotto
Office Properties Income Trust
June 29, 2023
Page 2
Background of the Merger, page 81
2.We note that at its meeting on December 7, 2022, the OPI board discussed its financial
and operating performance, long-term strategy, and the potential for future deterioration in
the operating performance of office buildings in connection with the possibility of a
transaction with DHC.  Please describe any material aspects of OPI’s financial and
operating performance that led or related to OPI's consideration of a transaction with DHC
and discuss how such factors were considered.
3.We note that obtaining an amendment or modification to the OPI Credit Agreement is a
condition to closing the merger.  With a view towards disclosure, please provide a
discussion of any financing concerns considered with respect to OPI's ability to meet this
condition.
4.We note that each of the special committees was advised by its financial advisors about
their relationships with OPI, DHC, RMR, and RMR Inc., and that information about these
relationships was updated from time to time.  Please disclose the nature and significance
of these relationships and explain how the special committees evaluated this information
and concluded that these relationships would not interfere with the advisors’ ability to
provide independent advice.  Please also provide risk factor disclosure addressing material
conflicts of interest arising from these relationships.
5.We note that OPI’s change in distribution policy and the timing of its announcement in
conjunction with the announcement of the merger was discussed at several meetings of the
OPI special committee throughout February, March, and April, and by the DHC special
committee at several meetings in March.  Please provide enhanced disclosure regarding
the views of the DHC and OPI special committees and their advisors as expressed during
these meetings and in the negotiations between the parties on each of the following:
•the reason for the change in OPI’s distribution policy, which resulted in a reduction
of OPI’s dividend in connection with the transaction and the amount of the reduction;
•the timing of the announcement of OPI’s dividend reduction concurrently with the
announcement of the merger, particularly in light of the anticipated impact on OPI’s
share price and the consequent diminished value of the merger consideration to DHC
shareholders; and
•DHC’s willingness on March 27 to proceed without the price collar it had proposed
to OPI despite the downward fluctuations in OPI’s share price between March 2 and
March 24 and after taking into account, for example, “the encouraging financial
performance of DHC during the first month of 2023, and the potential implications of
improved performance on DHC’s financing situation,” and the fact that as of March
24, the DHC special committee thought that DHC’s financial performance indicated
that DHC would outperform projections for the first quarter of 2023.
6.We note that RMR provided three-year projections to the DHC and OPI boards of trustees
in December 2022.  DHC and OPI management then provided five-year projections to
BofA and J.P. Morgan, respectively, in January 2023, which they updated several times

 FirstName LastNameChristopher J. Bilotto
 Comapany NameOffice Properties Income Trust
 June 29, 2023 Page 3
 FirstName LastNameChristopher J. Bilotto
Office Properties Income Trust
June 29, 2023
Page 3
prior to entering into the merger agreement.  Please provide clear disclosure regarding the
individuals from OPI and DHC management that were ultimately responsible for
preparing the prospective financial information for each respective entity.  In particular,
please disclose the involvement of the external manager, RMR Group Inc., in the
preparation of this prospective financial information.  Also clarify why the parties
determined to increase the projections from three to five years, and disclose any material
assumptions made and associated risks about growth rates after the third year.
7.Please elaborate on why the DHC special committee, at its meetings on January 25 and
27, requested DHC management to revise the DHC January 2023 projections to make
them “less conservative.”  We note that at a meeting on January 25, DHC management
discussed recent negative changes in DHC's operating environment and that on January
27, DHC noted that the RMR termination fee made it impractical to obtain a change of
control proposal from a third party other than OPI.  Please clarify how these
considerations related to the request for less conservative projections.
8.Please provide additional context around the need for the sensitivity cases for the DHC
projections that were prepared between January 27 and February 3.  Explain the
significance of the difference between net operating income of SHOP communities
managed by AlerisLife versus all SHOP communities of DHC.  Also, please explain the
significance of the AlerisLife acquisition and related transactions to DHC as discussed at
the DHC special committee meeting on February 3.  Finally, please revise your disclosure
to clarify who prepared the ultimate projections that were considered using those
sensitivity analyses, and if such analyses resulted in multiple sets of projections being
given to or used by the DHC special committee and/or the OPI special committee or their
advisors, please explain the rationale for this and include these in the applicable
subsections for the unaudited prospective financial information, or advise.
9.Please clarify why DHC’s compensation committee considered and then determined not to
terminate its agreements with RMR for performance reasons in February 2023, as reported
to the DHC board of trustees at a meeting on March 1, 2023.
10.We note disclosure on page 102 that in connection with RMR’s rejection of DHC’s
proposal to waive business management incentive fees, RMR provided incentive fee
calculations that demonstrated that as of March 31, 2023, RMR did not expect to earn a
business management incentive fee for DHC or OPI in 2023.  However, disclosure on
pages 101 and 146 indicates that RMR will earn an incentive fee by virtue of closing the
transaction that it would not have earned with respect to DHC or OPI on a stand-alone
basis.  Revise to clarify whether the DHC or OPI special committees considered the
amount of the increased or additional incentive fees or any estimate thereof in connection
with their requests for incentive fee waivers and their negotiations of the fees and other
terms of the RMR Letter Agreement or OPI’s amended property and management
agreements with RMR to become effective after the merger.  Please also disclose such
amounts here and on page 146 in the section entitled “Interests of the . . . Manager in the
Merger and the Other Transactions,” and identify who negotiated on behalf of RMR and

 FirstName LastNameChristopher J. Bilotto
 Comapany NameOffice Properties Income Trust
 June 29, 2023 Page 4
 FirstName LastName
Christopher J. Bilotto
Office Properties Income Trust
June 29, 2023
Page 4
disclose whether any of these individuals also serve as managing trustees or are otherwise
affiliates of DHC and OPI.  Finally, please revise the paragraph captioned "RMR
Management Agreements" on page 117 to clarify the nature of the changes RMR was
unwilling to make that were viewed as negative factors by the DHC special committee
and board of trustees.
Recommendation of the DHC Special Committee and the DHC Board of Trustees . . ., page 114
11.We note that the DHC special committee and board of trustees considered as a material
factor in support of the merger that the implied value of $1.70 per DHC Common Share,
representing a 34.09% premium to the closing price of DHC Common Shares on April 10,
2023, was an “attractive valuation” for DHC Common Shares.  We also note that the DHC
special committee and board of trustees considered as a negative factor that the
simultaneous announcements of the reduction in OPI’s regular distribution and the merger
were “expected to have a negative impact on the market price of OPI Common Shares”
and that OPI was not willing to provide price protection around the fixed exchange ratio.
Please elaborate on the negative impact on the market price of OPI Common Shares that
the DHC special committee and board of trustees “expected,” including whether it was
estimated or quantified, whether the special committee and board of trustees considered
how it would affect the 34.09% premium, and why, in view of this expectation, the DHC
special committee and board of trustees nevertheless believed the valuation was
attractive.  In light of the fixed exchange ratio and the more recent implied value as of
June 16, 2023 of $1.21 per share, please address whether the special committee and board
continue to believe this is an attractive value.
Opinion of Financial Advisor to the OPI Special Committee, page 114; Opinion of Financial
Advisor to the DHC Special Committee, page 127
12.We note that the financial advisors used the closing price of OPI common shares of
$11.80 as of April 6, 2023 in their analyses of the implied per share consideration to DHC
shareholders in the merger.  In addition, we note that the parties announced the merger
and the OPI dividend reduction from $2.20 to $1.00 per share on April 11, 2023.  With a
view towards disclosure, please discuss whether this dividend reduction and its potential
impact on the trading price of OPI common shares was considered within the material
assumptions underlying the financial advisors’ analyses.  If not, please revise the
“Recommendations . . .” sections beginning on pages 107 (for OPI) and 114 (for DHC) to
explain why the special committees and boards of trustees relied on the fairness opinions
and cited them as material factors weighing in favor of the merger in approving and
recommending the merger to shareholders.  Also address whether the special committees
and boards of trustees continue to rely on the opinions to support their recommendations,
given the dividend reduction and the $8.22 closing price of OPI Common Shares on June
16.

 FirstName LastNameChristopher J. Bilotto
 Comapany NameOffice Properties Income Trust
 June 29, 2023 Page 5
 FirstName LastName
Christopher J. Bilotto
Office Properties Income Trust
June 29, 2023
Page 5
13.Please provide us supplementally with copies of any board books or other written
materials provided by the financial advisors to OPI and DHC in connection with their
analyses and opinions.
Unaudited Prospective Financial Information of OPI, page 138
14.Please disclose whether the projections in this section are the OPI Financial Projections
that updated the OPI January 2023 Projections.  Clarify whether other projections, such as
the OPI January 2023 Projections and the three-year projections prepared by RMR were
also provided to J.P. Morgan, BofA or DHC.  Tell us what consideration you have given
to including all of these projections in the filing.
Unaudited Prospective Financial Information of DHC, page 142
15.Please disclose whether the projections in this section are the DHC Financial Projections
that updated the DHC February 2023 Projections.  Clarify whether other projections, such
as the DHC February 2023 Projections, DHC January 2023 Projections and three-year
projections prepared by RMR and the DHC May 2022 Projections were also provided to
BofA, J.P. Morgan or OPI.  Tell us what consideration you have given to including all of
these projections in the filing.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Isabel Rivera at 202-551-3518 or Pam Long at 202-551-3765 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Mark A. Stagliano

CORRESP
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November 15, 2018

VIA EDGAR AND FACSIMILE

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate and Commodities

100 F Street, NE

Washington, D.C. 20549

Attention: Joshua Lobert and Jennifer Gowetski

RE:

Government Properties   Income Trust

Registration Statement   on Form S-4, as amended

File   No. 333-227616

Dear Mr. Lobert and Ms. Gowetski:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Government Properties Income Trust (the “Registrant”) hereby requests that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective at 3:00 p.m., Eastern Time, on November 16, 2018, or as soon as practicable thereafter.

The Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Howard E. Berkenblit of Sullivan & Worcester LLP at (617) 338-2979 and that such effectiveness also be confirmed in writing.

[Signature page follows]

United States Securities and Exchange Commission

November 15, 2018

Page 2

Very truly yours,

Government Properties   Income Trust

By:

/s/ David M. Blackman

Name:

David M. Blackman

Title:

President and Chief   Executive Officer

Signature Page to Acceleration Request

CORRESP
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October 26, 2018

VIA EDGAR AND OVERNIGHT COURIER

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate and Commodities

100 F Street N.E.

Washington, DC 20549

Attention: Joshua Lobert and Jennifer Gowetski

RE:                          Government Properties Income Trust

Registration Statement on Form S-4

Filed October 1, 2018

File No. 333-227616

Dear Mr. Lobert and Ms. Gowetski:

This letter responds to your letter, dated October 23, 2018, in connection with the above-captioned registration statement (the “Registration Statement”). Amendment No. 1 to the Registration Statement is being filed simultaneously with this response (the “Amended Registration Statement”). For your convenience, we are also enclosing clean and marked copies of the Amended Registration Statement.

Your numbered comments with respect to the Registration Statement have been reproduced below in italicized text. Our responses thereto are set forth immediately following the reproduced comment to which they relate.

***

United States Securities and Exchange Commission

October 26, 2018

Page 2

Registration Statement on Form S-4

General

1.                                      We note Section 16.1 of your Amended and Restated Bylaws, dated September 7, 2016, regarding mandatory arbitration and Section 17.1 regarding exclusive forum. We also note your risk factor disclosure regarding such provisions in your Annual Report on Form 10-K for the fiscal year ended December 31, 2017. With a view toward disclosure, please tell us if you intend arbitration to be the exclusive means of resolving disputes and provide greater clarity regarding the operation of the exclusive forum provision in light of the mandatory arbitration provision. In addition, please revise to:

·                  Further describe the arbitration provision and how this provision will impact your shareholders, including how GOV’s provisions differ, if at all, from SIR’s provisions;

·                  Address any questions as to enforceability of the arbitration provision under federal and state law; and

·                  Clarify whether the arbitration provision applies to claims under the federal securities laws.

Response:  In response to the above comment, disclosure has been added on pages 165 and 166 of the Amended Registration Statement (the “Added Disclosure”).  Below, we include additional information to assist in your review of the Added Disclosure.

Arbitration.  GOV does not intend arbitration to be the exclusive means of resolving disputes.

·                  Absent demand of any party, a dispute would not be resolved by arbitration.  Section 16.1 of GOV’s Amended and Restated Bylaws (“GOV’s Bylaws”), provides, in relevant part, that “[a]ny disputes, claims or controversies brought by or on behalf of any shareholder…, either on his, her or its own behalf, on behalf of the Trust or on behalf of any series or class of shares of beneficial interest of the Trust or shareholders against the Trust or any Trustee, officer, manager (including The RMR Group LLC or its successor), agent or employee of the Trust, including any disputes, claims or controversies relating to the application or enforcement of the Declaration of Trust or these Bylaws (all of which are referred to as “Disputes”) or relating in any way to such a Dispute or Disputes shall, on the demand of any party to such Dispute or Disputes, be resolved through binding and final arbitration…” (emphasis added).

United States Securities and Exchange Commission

October 26, 2018

Page 3

·                  Likewise, Section 16.1 of GOV’s Bylaws further provides, in relevant part, that the arbitration provisions of GOV’s Bylaws do “not apply to any request for a declaratory judgment or similar action regarding the meaning, interpretation or validity of any provision of the Declaration of Trust or these Bylaws, but such request shall be heard and determined in the exclusive forum provided for in ARTICLE XVII.”  (emphasis added)

·                  In addition, GOV does not intend Section 16.1 of GOV’s Bylaws to require arbitration of a dispute if such requirement is contrary to law.

As stated in the Added Disclosure, GOV believes that the arbitration provisions of its governing documents are enforceable under state law.  Maryland state courts have upheld arbitration bylaws of real estate investment trusts organized under the laws of Maryland, including twice in litigation involving CommonWealth REIT, the arbitration bylaw of which was similar to GOV’s.  See Katz v. CommonWealth REIT, No. 24-C-13-001299 (Md. Cir. Ct. Feb. 19, 2014); Corvex Management LP v. CommonWealth REIT, No. 24-C-13-001111, 2013 WL 1915769 (Md. Cir. Ct. May 8, 2013) at *9 (“Plaintiffs had actual knowledge of [CommonWealth REIT’s] Arbitration Bylaws, and thereby assented to them through its purchases of CWH stock”).

As stated in the Added Disclosure, GOV’s arbitration provisions are intended to apply to federal securities laws claims and GOV believes that such provisions are enforceable under federal law.  While GOV is not aware of any case that specifically upheld the enforceability of an arbitration bylaw of a U.S. public company that requires its shareholders to arbitrate federal securities law claims against the company or its directors or officers, the Supreme Court has repeatedly upheld agreements to arbitrate other federal statutory claims, including those that implicate important federal policies.  Of course, were a court to determine otherwise, arbitration would not apply.

Exclusive Forum.  As noted in the second bullet above, GOV’s Bylaws require that any request by or on behalf of a GOV shareholder for a declaratory judgment or similar action regarding the meaning, interpretation or validity of any provision of GOV’s governing documents be heard and determined in the Circuit Court for Baltimore City, Maryland (the “Circuit Court”).

The exclusive forum provisions of GOV’s Bylaws, by their terms, do not abrogate or supersede any other provision of GOV’s Bylaws which may require the resolution of such disputes by arbitration.  As a result, for disputes by or on behalf of a GOV shareholder, other than those involving a request for a declaratory judgment or similar action regarding the meaning, interpretation or validity of any provision of GOV’s governing documents, the Circuit Court shall be the sole and exclusive forum unless (i) a party demanded arbitration of that dispute in accordance with the arbitration provisions of GOV’s Bylaws or (ii) the Circuit Court does not have jurisdiction (which would include disputes arising under the federal securities laws).

United States Securities and Exchange Commission

October 26, 2018

Page 4

2.                                      Please revise to describe the exclusive forum provision set forth in your Amended and Restated Bylaws. In addition, we note that such provision identifies the Circuit Court for Baltimore City, Maryland as the exclusive forum for certain litigation, including any “derivative action.” Please disclose whether this provision applies to actions arising under the federal securities laws. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

Response:  In response to the above comment, disclosure has been added on pages 165 and 166 of the Amended Registration Statement.

* * * * * * *

United States Securities and Exchange Commission

October 26, 2018

Page 5

If you have any questions or concerns, or require additional information, please call me at (617) 796-8183.

Very truly yours,

/s/ Jennifer B. Clark

Jennifer B. Clark

cc:

Howard E. Berkenblit

Sullivan &   Worcester LLP

Margaret R. Cohen

Skadden, Arps, Slate,   Meagher & Flom LLP

October 23, 2018
Mark Kleifges
Chief Financial Officer and Treasurer
Government Properties Income Trust
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts 02458-1634
Re:Government Properties Income Trust
Registration Statement on Form S-4
Filed October 1, 2018
File No. 333-227616
Dear Mr. Kleifges:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form S-4
General
1.We note Section 16.1 of your Amended and Restated Bylaws, dated September 7, 2016,
regarding mandatory arbitration and Section 17.1 regarding exclusive forum. We also note
your risk factor disclosure regarding such provisions in your Annual Report on Form 10-K
for the fiscal year ended December 31, 2017.  With a view toward disclosure, please tell
us if you intend arbitration to be the exclusive means of resolving disputes and provide
greater clarity regarding the operation of the exclusive forum provision in light of the
mandatory arbitration provision.  In addition, please revise to:

 FirstName LastNameMark Kleifges
 Comapany NameGovernment Properties Income Trust
 October 23, 2018 Page 2
 FirstName LastName
Mark Kleifges
Government Properties Income Trust
October 23, 2018
Page 2
•Further describe the arbitration provision and how this provision will impact your
shareholders, including how GOV’s provisions differ, if at all, from SIR’s provisions;
•Address any questions as to enforceability of the arbitration provision under federal
and state law; and
•Clarify whether the arbitration provision applies to claims under the federal securities
laws.
2.Please revise to describe the exclusive forum provision set forth in your Amended and
Restated Bylaws.  In addition, we note that such provision identifies the Circuit Court for
Baltimore City, Maryland as the exclusive forum for certain litigation, including any
“derivative action.”  Please disclose whether this provision applies to actions arising under
the federal securities laws.  In that regard, we note that Section 27 of the Exchange Act
creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability
created by the Exchange Act or the rules and regulations thereunder.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Joshua Lobert at 202-551-7150 or Jennifer Gowetski at 202-551-3401
with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate and
Commodities

Mailstop 3233
  September 11, 2018

Via E -mail
Mark L. Kleifges
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 Fiscal Year Ended
   December 31, 2017
   Filed February 27, 2018
   File No. 001 -34364

Dear Mr. Kleifges:

We have completed our review of your filings .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s. Robert F. Telewicz, Jr.

Robert F. Telewicz, Jr.
Accounting Branch Chief
Office of Real Estate and
Commodities

CORRESP
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		Document

August 27, 2018

VIA EDGAR

Robert F. Telewicz, Jr.

Accounting Branch Chief

Office of Real Estate and Commodities

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:     Government Properties Income Trust (the “Company”)

Form 10-K for the year ended December 31, 2017

Filed on February 27, 2018 (the “Filing”)

File No. 001-34364

Dear Mr. Telewicz:

The Company is writing in response to your letter dated August 20, 2018.  For your convenience, your original comment appears below in bold text and is followed by the Company’s response.

Form 10-K for the year ended December 31, 2017

Financial Statements

Note 5. Real Estate Properties

FPO Transaction, page F-12

1.

 We note your response to comment one of our letter dated July 23, 2018 stating that First Potomac (FPO) terminated its employees immediately preceding the acquisition and you did not acquire an assembled workforce. Please tell us if any of the FPO employees were hired by your external manager, RMR LLC. To the extent employees of FPO were hired by your external manager at the time of acquisition, please address the following:

•

 Tell us if RMR LLC hired the employees responsible for leasing, tenant management, and managing and supervising your operational processes

•

 Tell us if the employees are considered critical to the creation of outputs

The Company’s external manager, RMR LLC, primarily provides management services to publicly traded REITs and real estate operating companies. As of June 30, 2018, RMR LLC had $30 billion of total assets under management, including more than 1,700 properties, and employed approximately 600 real estate professionals in its corporate headquarters and in

Mr. Robert F. Telewicz, Jr.

August 27, 2018

Page 2

more than 35 offices throughout the United States.  Through the FPO acquisition, the Company acquired 35 properties as disclosed in Note 5 on page F-12 of the Filing.

RMR LLC did not hire former FPO employees that are responsible for key processes that are critical to the creation of outputs, including leasing, tenant management, approval of property level operating and capital budgets and managing and supervising operational processes.  RMR LLC utilizes a centralized management approach, with employees located in its corporate headquarters in Newton, MA being responsible for leasing, tenant management, approval of property level operating and capital budgets and managing and supervising the Company’s operational processes.  No members of FPO’s senior leadership team were hired by RMR LLC and no former FPO employees were hired into RMR LLC’s corporate headquarters in Newton, MA.

Before the announcement of the FPO transaction, FPO had approximately 120 employees.  Immediately preceding the close of the transaction all FPO employees were terminated.    Certain former FPO employees subsequently applied to open positions within RMR LLC. After interviewing former FPO employees that applied for the open roles, RMR LLC hired 32 former FPO employees.  Of the former FPO employees hired, 19 were hired to work alongside existing RMR LLC employees to provide administrative and building maintenance services for FPO acquired properties managed by RMR LLC. The other 13 former FPO employees were hired by RMR LLC for open roles with responsibilities for a portfolio of properties, including certain of the FPO properties, that RMR LLC manages for the Company and its other publicly traded REITs and real estate operating company clients.

All of the former FPO employees hired by RMR LLC are supervised by RMR LLC employees already employed by RMR LLC before the FPO transaction closed.  The services performed by these former FPO employees are considered minor in the context of the processes required to continue producing outputs from the acquired FPO properties. Accordingly, the former FPO employees hired by our external manager, RMR LLC, are not considered critical to the creation of outputs.

******************************************************************************

Please call me at (617) 796-8327 if you have any questions or require additional information.

Sincerely,

GOVERNMENT PROPERTIES INCOME TRUST

By: /s/ Mark L. Kleifges

Mark L. Kleifges

Chief Financial Officer and Treasurer

Mailstop 3233
  August 20 , 2018

Via E -mail
Mark L. Kleifges
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 Fiscal Year Ended
   December 31, 201 7
   Filed  February 27, 2018
   File No.  001-34364

Dear Mr. Kleifges :

We have reviewed  your August 1, 2018 response to our comment letter and have the
following comment .  In our comment , we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comment  applies to your facts and circumstances, please tell us why in your response.

After reviewing your re sponse to th is comment , we may have additional comments.

Form 10 -K for the year ended December 31, 2017

Financial Statements

Note 5. Real Estate Properties

FPO Transaction, page F -12

1. We note your response to comment one of our letter dated July 23 , 2018 stating that First
Potomac (FPO) terminated its employees immediately preceding the acquisition and you
did not acquire an assembled workforce.  Please tell us if any of the FPO employees were

Mark L. Kleifges
Government Properties Income Trust
August 20 , 2018
Page 2

 hired by your external manager, RMR LLC.  To the extent employees of FPO were hired
by your external manager at the time of acquisition, please address the following:
 Tell us if RMR LLC hired the employees responsible for leasing, tenant
management, and managing and supervising your operational processes
 Tell us if the employees are considered critical to the creation of outputs

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Babette Cooper, Staff Accountant, at 202 -551-3396 or me at 202 -551-
3438 if you have questions.

Sincerely,

/s/ Jennifer Monick for

Robert Telewicz, Jr.
Accounting Branch Chief
Office of Real Estate and
Commodities

CORRESP
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		Document

August 1, 2018

VIA EDGAR

Robert F. Telewicz, Jr.

Accounting Branch Chief

Office of Real Estate and Commodities

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:     Government Properties Income Trust (the “Company”)

Form 10-K for the year ended December 31, 2017

Filed on February 27, 2018 (the “Filing”)

File No. 001-34364

Dear Mr. Telewicz:

The Company is writing in response to your letter dated July 23, 2018.  For your convenience, your original comment appears below in bold text and is followed by the Company’s response.

Form 10-K for the year ended December 31, 2017

Financial Statements

Note 5. Real Estate Properties

FPO Transaction, page F-12

1.

 Please explain to us how you arrived at the conclusion that your acquisition of First Potomac Realty Trust should be accounted for as an asset acquisition.  Your response should include, but not be limited to, the following:

•

 A discussion of the similarities and differences in risk profiles of single tenant, multi-tenant and business parks acquired;

•

 A discussion of the similarities and differences in risk profiles of properties acquired based on different geographic location;

•

 A discussion of the assembled workforce acquired from First Potomac Realty (if any) and how the acquisition of that workforce factored into your analysis.

On January 1, 2017, the Company adopted Accounting Standards Update No. 2017-01, or ASU 2017-01, Clarifying the Definition of a Business, which is disclosed within Note 4 on page F-11 of the Filing.

Mr. Robert F. Telewicz, Jr.

August 1, 2018

Page 2

Accounting Standards Codification, or ASC, 805-10-55-4 and ASC 805-10-55-5 state that there are three elements of a business (an input, a process and outputs), with the two essential elements being inputs and the processes applied to those inputs.  However, ASU 2017-01 provides for a practical screen when evaluating whether the Company acquired a business.  The practical screen requires an evaluation of whether “substantially all” of the fair value of gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, and if that threshold is met, First Potomac Realty Trust would be accounted for as an asset acquisition. In determining whether assets acquired are similar when applying the practical screen, an entity would need to consider the nature of each asset and the risk associated with managing those assets. The Company considered the similarities and differences in risk profiles of the acquired properties, but did not rely on the practical screen when concluding that First Potomac Realty Trust should be accounted for as an asset acquisition.

Rather, the conclusion that the acquisition of First Potomac Realty Trust should be accounted for as an asset acquisition focused on analyzing whether the Company acquired an input, a process and outputs.  Specifically, the analysis considered whether there were any substantive processes acquired that significantly contribute to the ability to continue producing outputs. When evaluating ASC 805-10-55-5E and ASC 805-10-55-5F as to whether the Company acquired a substantive process, the Company considered that immediately preceding the acquisition, the employees of First Potomac Realty Trust were terminated, as the Company is an externally managed real estate investment trust that has no employees. As such, the Company did not obtain an assembled workforce through employees or through a contract from the acquisition of First Potomac Realty Trust.  As the Company did not acquire a substantive process that would contribute to the ability to continue producing outputs, the Company concluded that the acquisition of First Potomac Realty Trust should be accounted for as an asset acquisition.

******************************************************************************

Please call me at (617) 796-8327 if you have any questions or require additional information.

Sincerely,

GOVERNMENT PROPERTIES INCOME TRUST

By: /s/ Mark L. Kleifges

Mark L. Kleifges

Chief Financial Officer and Treasurer

Mailstop 3233
  July 23, 2018

Via E -mail
Mark L. Kl eifges
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 Fiscal Year Ended
   December 31, 201 7
   Filed  February 27, 2018
   File No.  001-34364

Dear Mr. Kleifges :

We have limited our review of your filing to the financial statements and related
disclosures 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your r esponse.

After reviewing your response to these comments, we may have additional comments.

Form 10 -K for the year ended December 31, 2017

Financial Statements

Note 5. Real Estate Properties

FPO Transaction, page F -12

1. Please explain to us how you arrived at the conclusion that your acquisition of First
Potomac Realty Trust should be accounted for as an asset acquisition.  Your response
should include, but not be limited to, the following:

Mark L. Kleifges
Government Properties Income Trust
July 23, 2018
Page 2

  A discussion of the similarities and differences in risk pro files of single tenant,
multi -tenant and business parks acquired ;
 A discussion of the similarities and differences in risk profiles of properties
acquired based on different geographic location ;
 A discussion of the assembled workforce acquired from First Potomac Realty (if
any) and how the acquisition of that workforce factored into your analysis.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, acti on or absence of
action by the staff.

You may contact Babette Cooper, Staff Accountant, at 202 -551-3396 or me at 202 -551-
3438 if you have questions.

Sincerely,

/s/ Robert F. Telewicz, Jr.

Robert F. Telewicz, Jr.
Accounting Branch Chief
Office of Real Estate and
Commodities

Mailstop 3233
April 1 1, 2016

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, MA 02458 -1634

Re: Government Properties Income Trust
Form 10-K for the year ended December 31, 2015
Filed on February 18, 2016
File No. 001 -34364

Dear Mr. Mark L. Kleifges :

We have completed our review of your filing .  We remind you that our comment or
changes to disclosure in response to our comment do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are responsible for the
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 rul es require.

Sincerely,

 /s/ Wilson K. Lee

Wilson K. Lee
Senior Staff Accountant
Office of Real Estate and
Commodities

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March 30, 2016

VIA EDGAR

Wilson K. Lee

Senior Staff Accountant

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:                           Government Properties Income Trust (the “Company”)

Form 10-K for the year ended December 31, 2015

Filed on February 18, 2016 (the “Filing”)

File No. 001-34364

Dear Mr. Lee:

We are writing in response to your letter dated March 24, 2016.  For your convenience, your original comment appears below in bold text and is followed by our response.

Form 10-K for the period ended December 31, 2015

Note 8. Indebtedness, pages F-24 – F-25

1.                                    Please revise future periodic filings to include disclosure requirements outlined within paragraph 470-10-50-1 of the Financial Accounting Standards Codification and/or clarify how you have complied with such disclosure requirements.

In future filings of Form 10-K, we will include in the Notes to our Consolidated Financial Statements the required disclosure within paragraph 470-10-50-1 of the Financial Accounting Standards Codification, which states, “The combined aggregate amount of maturities and sinking fund requirements for all long-term borrowings shall be disclosed for each of the five years following the date of the latest balance sheet presented.”

*************************************************************************************

We acknowledge 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 federal securities laws of the United States.

Wilson K. Lee

March 30, 2016

Page 2

We appreciate your comments and welcome the opportunity to discuss with you our responses provided above.  Please call me at (617) 796-8327 if you have any questions or require additional information.

Sincerely,

GOVERNMENT   PROPERTIES INCOME TRUST

By:

/s/   Mark L. Kleifges

Mark   L. Kleifges

Treasurer &   Chief Financial Officer

Mailstop 3233
March 24, 2016

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, MA 02458 -1634

Re: Government Properties Income Trust
Form 10-K for the year ended December 31, 2015
Filed on February 18, 2016
File No. 001 -34364

Dear Mr. Mark L. Kleifges :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon a s possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment, we may have  additional comments.

FORM 10 -K FOR THE YEAR ENDED DECEMBER 31, 2015

Note 8 – Indebtedness, page s F-24 – F-25

1. Please revise future periodic filings to include disclosure requirements outlined within
paragraph 470 -10-50-1 of the Financial Accounting Standards Codification and/or clarify
how you have complied with such disclosure requirements.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing t o be certain that the filing includes the information 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 disclosures they have made.

Mark L. Kleifges
Government Properties Income Trust
March 24, 2016
Page 2

  In responding to our comment, 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 b y
the Commission or any person under the federal securities laws of the United States.

You may contact Peter McPhun, Staff Accountan t, at 202-551-3581  or me at 202-551-
3468  with any questions.

Sincerely,

  /s/ Wilson K. Lee

Wilson K. Lee
Senior Staff Accountant
Office of Real Estate and
Commodities

August 13, 2015

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, 2014
Filed on February 20, 2015
File No. 001 -34364

Dear Mr. Kleifges:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Com mission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Excha nge Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kevin Woody

Kevin R. Woody
Branch Chief

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August 5, 2015

VIA EDGAR

Mr. Kevin R. Woody

Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

Government Properties Income Trust (the “Company”)

Form 10-K for the year ended December 31,   2014

Filed on February 20, 2015 (the “Filing”)

File No. 001-34364

Dear Mr. Woody:

We are writing in response to your letter dated July 22, 2015.  For your convenience, your original comment appears below in bold text and is followed by our response.

Form 10-Q for the period ended March 31, 2015

Note 11. Equity Investment in Select Income REIT, page 11

1.                                      Please tell us how the company considered the recognized loss upon issuance of shares by an equity investee when performing their periodic evaluation of the equity investment in SIR for possible indictors of other than temporary impairment.

We periodically evaluate our equity investment in Select Income REIT, or SIR, for possible indicators of other than temporary impairment whenever events or changes in circumstances indicate the carrying amount of the investment might not be recoverable. These indicators may include the length of time the market value of our investment is below our cost basis, the financial condition of SIR, our intent and ability to be a long term holder of the investment and other considerations. If we judge the decline in fair value to be other than temporary, we record an impairment charge to adjust the basis of the investment to its fair value.

In performing our periodic evaluation of our equity investment in SIR for indicators of other than temporary impairment at March 31, 2015, we considered both the loss we recognized upon the issuance of common shares by SIR during the three months ended March 31, 2015 and the fact that the market value of our SIR investment was less than its carrying value at March 31, 2015 to be possible indicators of other than temporary impairment.

In performing our impairment analysis at March 31, 2015, we considered the following criteria from the Financial Accounting Standards Board Accounting Standards Codification 320-10-S99-1 to assess whether loss on issuance of shares by SIR or the decline in market value of our SIR investment below its carrying value was other than temporary:

Mr. Kevin Woody

August 5, 2015

Page 2

a.              Length of time and extent to which the market value has been below cost. We acquired 21,500,000 SIR common shares on July 9, 2014 and 3,418,421 SIR common shares on March 4, 2015.  The weighted average ownership period of our investment in SIR common shares was approximately 232 days at March 31, 2015.  The carrying value of our SIR investment was $28.95 per share at March 31, 2015.  The March 31, 2015 closing price of a SIR common share on the New York Stock Exchange, or NYSE, was $24.99, or 15.8% below the carrying value of our SIR common shares.  During the period July 9, 2014 to March 31, 2015, the closing price of SIR common shares on the NYSE ranged from a high of $29.98 per share to a low of $22.79 per share and the average closing price was $25.44 per share. For the reasons described below, we believed the decline and volatility in the market value of SIR common shares was temporary and we expected the market value of our investment to recover in the foreseeable future.

b.              Financial condition and near-term prospects of the issuer.  On January 29, 2015, SIR completed the acquisition of Cole Corporate Income Trust, or CCIT, for approximately $2.5 billion.  The acquisition was expected to be accretive to SIR’s funds from operations per share and in conjunction with the acquisition, SIR announced an increase to its regular quarterly dividend of approximately 4%. We believed this acquisition resulted in SIR becoming the premiere office and industrial net lease real estate investment trust for the following reasons: (i) CCIT had the highest quality single tenant net lease real estate portfolio among all publicly owned real estate investment trusts; (ii) SIR’s weighted (by rents) average remaining lease term increased from 10.5 years to 11.0 years and occupancy increased from 96% to 98%, which were both industry leading statistics in the net lease sector; (iii) SIR’s overall percentage of investment grade tenants (by rents) increased from 29% to 38% and the investment grade percentage of its top 20 tenants increased to 50% from 38%; and (iv) the average age of SIR’s properties declined to 10.7 years from 14.8 years.

In connection with the CCIT transaction, SIR issued 28,439,111 common shares to CCIT shareholders.  CCIT was a “non-traded” real estate investment trust as its common stock had not been listed on any national stock exchange.  Therefore, the ability of CCIT shareholders to liquidate their investments had historically been limited.  As a result, we believed that the actual selling of SIR shares by the former CCIT shareholders as well as the market perception of the possibility of these sales had a negative impact on the market value of SIR common shares at March 31, 2015.  We believed this negative effect would be temporary.

For the reasons described above, we expected the market value of SIR common shares to be volatile, but to recover to our carrying value in the foreseeable future.  We also consider our acquisition of an additional 3,418,421 SIR common shares on March 4, 2015 at a price of $27.85 per share as evidence of our belief that the decline in the market value of our SIR shares was temporary.  A Special Committee of our Board of Trustees, with the assistance of a financial advisor, evaluated and approved this share acquisition.

c.               Intent and ability to hold. At March 31, 2015, we had both the intent and ability to be a long term holder of our investment in SIR common shares.  As we had stated publicly on numerous occasions, we believe our investment in SIR and the approximately $50 million of annual dividends we expect to receive from this

Mr. Kevin Woody

August 5, 2015

Page 3

investment increase the stability and security of our cash flows.  As a result, at March 31, 2015, we expected to hold our investment in SIR common shares for a period of time sufficient to allow for the anticipated recovery in their market value.

d.              Other considerations.  In connection with SIR’s January 2015 merger with CCIT, SIR and CCIT distributed a Joint Proxy Statement/Prospectus, or the Joint Proxy, to their respective shareholders.  Included in the Joint Proxy were the opinions of SIR’s (UBS Securities LLC) and CCIT’s (Wells Fargo Securities, LLC and Hentschel & Company, LLC), financial advisors with respect to the fairness of the merger consideration.  These opinions included, among other information, a range of implied average values for SIR’s common shares of $28.11 to $33.25 per share. We believe these opinions further support our determination at March 31, 2015 that the decline in the market value of SIR’s common shares was temporary.

As a result of the above analysis, we concluded that the decline in the fair value of our investment in SIR common shares was temporary and no impairment charge was required at March 31, 2015.

Despite the fact that we have both the intent and ability to be a long term holder of our investment in SIR common shares and we were not aware of any matters that would negatively impact the financial condition or future financial performance of SIR, in performing our impairment analysis at June 30, 2015, we considered that the fair value of our SIR common shares continued to decline rather than improve as we had anticipated. During the period from April 1, 2015 to June 30, 2015, the average closing price of the SIR common shares on the NYSE declined to $23.28 per share, which was $2.16 lower than the average closing price for the period July 9, 2014 to March 31, 2015.  The high for the period from April 1, 2015 to June 30, 2015 was $25.51 per share and the closing price of the SIR common shares at June 30, 2015 was $20.64 per share, which was 39.5% below our carrying value of $28.80 per share.  We also considered that at June 30, 2015, the fair value of our SIR investment had been below its carrying value for approximately one year (weighted average ownership period of 324 days).

Based on the increased severity in the decline of the fair value of the SIR investment, the duration of time that the fair value of the SIR investment had exceeded our carrying value, and the lack of persuasive evidence to support that the fair value would recover to our carrying value, we determined that at June 30, 2015 the decline in market value of our SIR shares was other than temporary.  As a result, we recorded a loss on impairment of $203.3 million in the three month period ended June 30, 2015 to reduce the carrying value of our SIR investment to its estimated fair value, which was calculated based on the closing price of a SIR common share at June 30, 2015.

*************************************************************************************

We acknowledge 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 federal securities laws of the United States.

Mr. Kevin Woody

August 5, 2015

Page 4

We appreciate your comments and welcome the opportunity to discuss with you our responses provided above.  Please call me at (617) 796-8327 if you have any questions or require additional information.

Sincerely,

GOVERNMENT PROPERTIES   INCOME TRUST

By:

/s/ Mark L. Kleifges

Mark L. Kleifges

Treasurer &   Chief Financial Officer

July 22, 2015

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, 2014
Filed on February 20, 201 5
File No. 001 -34364

Dear Mr. Kleifges:

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

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comment applies  to your facts and circumstances, please  tell us why in your response.

After reviewing your response and any amendment you may file in response to th is
comment , we may have  additional comments.

Form 10 -Q for the period ended March 31, 2015

Note 11.  Equity Investment in Select Income REIT, page 11

1) Please tell us how the company considered the recognized loss upon issuance of shares
by an equity investee when performing their periodic evaluation of the equity investment
in SIR for possible indictors of other than temporary impairment.

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 information the Securities Exchange Act of
1934 and all applicable Exchan ge 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 disclosures they have made.

 In responding to our comments, please p rovide  a written statement from the company
acknowledging that:

Mr. Mark L. Kleifges
Government Properties Income Trust
July 22, 2015
Page 2

 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 Commissio n 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 federal securities laws of the United States.

You may contact Shannon So botka, Staff Accountant  at 202-551-3856  or me at 202-551-
3629  if you have questions.

Sincerely,

 /s/ Kevin Woody

Kevin R. Woody
Branch Chief

August 4, 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, 2013
Filed on February 19, 2014
File No. 001 -34364

Dear Mr. Kleifges :

We have completed our review of your filing s.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Co mmission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exc hange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Jennifer Monick

Jennifer Monick
Senior Staff Accountant

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July 25, 2014

VIA EDGAR

Ms. Jennifer Monick

Senior Staff Accountant

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:                           Government Properties Income Trust (the “Company”)
 Form 10-K for the fiscal year ended December 31, 2013
 Filed on February 19, 2014 (the “Filing”)
 File No. 001-34364

Dear Ms. Monick:

We are writing in response to your letter dated July 11, 2014.  For your convenience, each of your original comments appears below in bold text and is followed by our response.

Form 10-K for the year ended December 31, 2013

Financial Statements

Notes to Consolidated Financial Statements

Note 2. Revenue Recognition, page F-9

1.            We note your response to our prior comment 6. In future filings, please revise your disclosure to clarify why the company has determined the fixed non-cancelable lease term to be the fully executed term of the lease for those leases that allow for tenants to terminate their leases if the state does not appropriate rent in their annual budget. The revised disclosure should include a statement indicating that the company believes the occurrence of termination is a remote contingency. Within your response, include an example of your intended disclosure.

In future periodic filings, we intend to expand our revenue recognition accounting policy disclosure as follows:

We recognize rental income from operating leases that contain fixed contractual rent changes on a straight line basis over the term of the lease agreements. Certain of our leases with state government tenants provide the tenant the right to terminate its lease if its respective state legislature or other funding authority does not appropriate the funding necessary for the state government tenant to meet its lease obligations. We have determined the fixed non-cancelable lease term of these leases to be the fully executed term of the lease because we believe the

Ms. Jennifer Monick

July 25, 2014

Page 2

occurrence of termination to be a remote contingency based on both our historical experience and our assessment of the likelihood of lease cancellation.

2.            We note your response to our prior comment 6. In light of the five early terminations out of a population of 60 leases, please tell us how you were able to conclude that the potential for the exercise of the early termination rights with no substantive monetary penalties is remote. Additionally, for the leases with early termination rights with no substantive monetary penalties, please tell us how you determined it was appropriate to analogize to ASC 840-10-25-3.

As previously noted, we had 63 leases at December 31, 2013, all of which were with federal government or state government tenants, that provided the tenant the ability to terminate with no substantive monetary penalties. As part of our continual evaluation of tenant activity we have determined the termination of leases with no substantive monetary penalties to be remote based on the following factors:

·                 Since our inception in 2009, only five early terminations have occurred out of a cumulative population of 60 leases that included the right to terminate with no substantive monetary penalties. Four of the five early lease terminations occurred during 2013, while only one early lease termination occurred in the period from inception through December 31, 2012.

·                 ASC 840-10-20 defines remote as “the chance of the future event or events occurring is slight.” We believe that our historical experience through December 31, 2012 supports the conclusion that the chance of early termination was slight.

·                 Although the number of early terminations in 2013 was significantly higher than our historical experience, we believe that our accounting policy should be based on a broad set of data across multiple periods. While the concept of what is “remote” is not quantified in the Codification, ASC 840-10-20 does define “Substantially All” as being 90%. Our current experience of five early terminations out of a possible population of 60 leases represents 8.3%, which we believe can be considered a remote contingency.

We have concluded our accounting policy is analogous to the accounting under ASC 840-10-25-3, as we believe that the single most significant reason for early termination by federal government or state government tenants is budget related constraints.

Finally, the impact to our consolidated financial statements for each of the years in the period ended December 31, 2013, if we were to only use the non-cancellable lease term for all of our federal government and state government tenant leases that provide for early termination with no substantive monetary penalties, is insignificant. The resulting impact to rental income each period would be an increase of $7,209 (or 0.003%) in 2013, a decrease of $112,513 (or 0.055%) in 2012, and an increase of $12,767 (or 0.008%) in 2011. The impact to rental income is insignificant due to the fact that a significant number of our leases with federal government and state government tenants do not contain fixed contractual rent changes and the non-cancellable lease term typically represents a substantial portion of the total possible lease term.

Ms. Jennifer Monick

July 25, 2014

Page 3

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We acknowledge 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 federal securities laws of the United States.

We appreciate your comments and welcome the opportunity to discuss with you our responses provided above. Please call me at (617) 796-8327 if you have any questions or require additional information.

Sincerely,

GOVERNMENT PROPERTIES   INCOME TRUST

By:

/s/ Mark L. Kleifges

Mark L. Kleifges

Treasurer &   Chief Financial Officer

cc: Robert Hatch,   Ernst & Young LLP

July 11, 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, 2013
Filed on February 19, 2014
File No. 001 -34364

Dear Mr. Kleifges :

We have reviewed your response letter dated July 2, 2014  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 ten business days by provi ding 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 circumstances , 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 year ended December 31, 2013

Financial Statements

Notes to Consolidated Financial Statements

Note 2. Revenue Recognition, page F -9

1) We note your response to our prior comment 6. In future filings, please revise your
disclosure to clarify why the company has determined the fixed non -cancelable lease term to
be the fully executed term of the lease for those leases that allow for tenants to terminate
their leases if the state does not appropriate rent in their annua l budget. The revised
disclosure should include a statement indicating that the company believes the occurrence of
termination is a remote contingency. Within your response, include an example of your
intended disclosure.

Mr. Mark L. Kleifges
 Government Properties Income Trust
 July 11, 2014
 Page 2

 2) We note your response to our prio r comment 6. In light of the five early terminations out of a
population of 60 leases, please tell us how you were able to conclude that the potential for the
exercise of the early termination rights with no substantive monetary penalties is remote.
Addit ionally, for the leases with early termination rights with no substantive monetary
penalties, please tell us how you determined it was appropriate to analogize to ASC 840 -10-
25-3.

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 information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny 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.

You may contact Shannon Sobotka, Staff Accountant, at (202) 551-3856 or me at (202) 551 -
3295  if you have questions .

Sincerely,

 /s/ Jennifer Monick

Jennifer Monick
Senior Staff Accountant

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July 2, 2014

VIA EDGAR

Ms. Jennifer Monick

Senior Staff Accountant

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:                           Government Properties Income Trust (the “Company”)

Form 10-K for the fiscal year ended December 31, 2013

Filed February 19, 2014 (the “Filing”)

File No. 1-34364

Dear Ms. Monick:

We are writing in response to your letter dated June 12, 2014.  For your convenience, each of your original comments appears below in bold text and is followed by our response.

Form 10-K for the fiscal year ended December 31, 2013

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.

In future periodic filings, we will provide a comparison of 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 Exchange 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 became vacant during the period as well as space that was filled during the period, including new leases and renewed leases.

In future periodic filings, we will revise our disclosure to provide a roll forward of beginning of the year leased and vacant square footage and will provide data regarding changes in leased and vacant square footage resulting from both investment and leasing activity during the reporting period.

Ms. Jennifer Monick

July 2, 2014

Page 2

Financial Statements

Notes to 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 tell us how you made that determination. Please reference the authoritative accounting literature management relied upon.

We capitalized tenant improvement costs of $8,659,000 during the year ended December 31, 2013. Approximately $3,300,000 of these tenant improvement costs represent instances where we paid amounts directly to our tenants and our tenants managed their own construction or hired their own construction manager; however, as landlord, we still retained the right to approve, and played a significant role in approving designs and the contractors being employed and we actively supervised the quality of the workmanship within our properties. Any amounts paid directly to tenants were paid in accordance with our standard policies, which mandate that no payments are made without formal reimbursement documentation being provided to us including invoices supporting the expenditures incurred and an inspection by us to ensure amounts were expended in a manner consistent with the agreed upon designs. These tenant improvements typically encompass standard structural improvements to the tenant’s space, such as doors, lighting, painting, bathrooms, building systems, and finishing expenditures. The majority of these expenditures become part of the overall building structure and cannot be removed or taken by the tenant at the end of their lease term, and are, therefore, our assets.

For the reasons discussed above, our historical accounting policy has been to account for these direct reimbursements to tenants as tenant improvements that are depreciated over the shorter of the tenant’s lease term or the underlying asset’s useful life and in turn, should not be considered a lease incentive defined by ASC 840-20-20 as “an incentive for the lessee to sign the lease, such as an up-front cash payment to the lessee, payment of costs for the lessee (such as moving expenses), or the assumption by the lessor of the lessee’s preexisting lease with a third party.”

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

We capitalized leasing costs of $5,574,000 during the year ended December 31, 2013, which includes approximately $340,000 for other tenant inducements. Other tenant inducements generally represent moving allowances and allowances for furniture and fixtures that are utilized by the tenant in the space they occupy at our properties. We consider these tenant inducements to be a lease incentive defined by ASC 840-20-20 and we amortize the capitalized costs as a reduction to rental income on a straight-line basis over the respective lease term consistent with the guidance of ASC 840-20-25-6.

Note 2. Revenue Recognition, page F-9

5.                                    We note your disclosure on page 58 that your lease agreements generally provide for annual rent increases based on a cost of living index calculation. Please confirm for us and revise

Ms. Jennifer Monick

July 2, 2014

Page 3

your disclosure in future filings to state, if true, that only those leases with fixed rent escalations are recognized on a straight-line basis.

We confirm, and in future periodic filings we will revise our disclosure to state, that only those leases with scheduled fixed rent changes are recognized on a straight-line basis.

6.                                    We note your disclosure 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.

For leases with state government tenants that provide the tenant the right to terminate their lease if their respective state legislature or other funding authority does not appropriate the funding necessary for the state government tenant to meet its lease obligations, we have determined the fixed non-cancelable lease term to be the fully executed term of the lease. Our accounting policy is based on the provisions of ASC 840-10-25-3, which states that “The existence of a fiscal funding clause in a lease agreement requires an assessment of the likelihood of lease cancellation through exercise of the fiscal funding clause. If the likelihood of exercise of the fiscal funding clause is assessed as being remote, a lease agreement containing such a clause shall be considered a non-cancelable lease; otherwise, the lease shall be considered cancelable and thus classified as an operating lease.” We believe the risk of termination is remote, which is based on both our historical experience with state government leases that have this provision (e.g., we have had no terminations of this nature since our inception) and our individual assessment of the likelihood of lease cancellation through exercise of the fiscal funding clause based upon the strategic importance of the tenant’s mission to its respective state.

As it relates to tenants with termination rights that do not include substantive monetary penalties, which is only applicable to certain leases with the federal government or certain state government tenants, our accounting policy is to recognize revenue over the fully executed term of the lease. At December 31, 2013, we had 401 leases with 266 tenants across 10,317,000 square feet. Of these leases, 63 (all of which were with the federal government or state government tenants) provided the tenant the ability to terminate with no substantive monetary penalties.

Our leases with the federal government or state government tenants with termination rights that do not include substantive monetary penalties will generally specify a period of time during which the lease is non-cancelable with the tenant having cancellation rights for the remainder of the lease term with no substantive monetary penalties (e.g., a 10 year lease will specify that years one through seven are non-cancellable and years eight through 10 are cancellable, with rental income identified for all periods in the 10 year lease term). Our accounting policy is analogous with the accounting under ASC 840-10-25-3, as historical terminations after the non-cancelable period of these leases has been deemed insignificant and thus provides us a historical basis for concluding that the potential for the exercise of these termination rights is remote (ASC 840-10-20 defines remote as “the chance of the future event or events occurring is slight”). We note since our inception in 2009, only five early terminations have occurred out of a cumulative population of 60 leases that included the right to terminate with no substantive monetary penalties. We continually evaluate this determination by tracking tenant activity across multiple fiscal periods to ensure no trends or events are occurring that would challenge our conclusion that the likelihood of exercise of early termination rights with no substantive monetary penalties is remote.

Ms. Jennifer Monick

July 2, 2014

Page 4

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 reference the authoritative accounting literature management relied upon.

We acquired the referenced property in 2010 subject to the existing lease and the related purchase option. We accounted for the acquisition of this property as a business combination. The acquired lease, including the purchase option that is only exercisable at the lease end date of February 2015, was entered into in February 1995 and the prior owner of the property had classified this lease as an operating lease. At acquisition, as no lease modifications occurred, we assumed the accounting for the lease consistent with ASC 840-10-25-27, which states that “In a business combination or an acquisition by a not-for-profit entity, the acquiring entity shall retain the previous classification in accordance with this Subtopic for the leases of an acquired entity unless the provisions of the lease are modified as indicated in paragraph 840-10-35-5.”

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

Reit Management & Research LLC (“RMR”)

As disclosed in the Filing, we have two agreements with RMR to provide management and administrative services to us: (1) a business management agreement, which relates to our business generally, and (2) a property management agreement, which relates to our property level operations.  Our Board of Trustees has given authority to our Compensation Committee (the “Committee”), which is comprised exclusively of Independent Trustees, to act on our behalf with respect to our management agreements with RMR.  The Committee’s charter requires it to annually review the terms of these agreements, evaluate RMR’s performance under these agreements and determine whether to renew, amend or terminate these agreements. The Committee most recently performed that review, evaluation and determination in December 2013.

In connection with the Committee’s December 2013 review of the business management agreement, we entered into an amended and restated business management agreement with RMR, effective with respect to services performed on and after January 1, 2014.  Under the terms of the amended and restated business management agreement the methodology used to determine the amount of base management fees and incentive management fees to be paid to RMR by us were changed in an attempt to further align the interests of RMR and us.  The Committee retained FTI Consulting Inc., a nationally recognized compensation consultant experienced in REIT compensation programs, to assist it in developing the amended terms of the incentive fee payable to RMR. In connection with retaining this consultant, the Committee determined that the

Ms. Jennifer Monick

July 2, 2014

Page 5

consultant did not have any conflicts of interest which would prevent the consultant from advising the Committee.

The expense associated with the business management agreement is included as a part of our general and administrative expense. In connection with its review of this agreement, the Committee considered, among other things, an analysis of our general and administrative expense for the 12 months ended September 30, 2013 as a percentage of total assets (adding back accumulated depreciation) and total revenues compared to similar data for a peer group of office REITs that the Committee considered comparable to us and for a peer group of REITs with a market capitalization comparable to us. The Committee also assessed the quality of services provided to us by RMR. At the end of its review and related consideration and discussion, the Committee unanimously determined that the terms and conditions of the business management agreement, as amended, were fair and reasonable to us.

A similar type of analysis was performed by the Committee regarding the property management agreement.  In this case, the Committee considered, among other things, market data compiled and included in the 2013 Experience Exchange Report published by the Building Owners and Managers Association, a nationally recognized third party trade organization, of the national average per square foot property management fees and payroll costs for office properties compared to the management fees and payroll costs paid by us under the property management agreement.  In addition, the Committee reviewed a report prepared by RMR based on a survey of management fees and payroll costs charged by third party management companies for similar services. At the end of its review and related consideration and discussion, the Committee determined that the terms and conditions of the property management agreement were fair and reasonable to us.

As disclosed in the Filing, RMR leases approximately 1,650 square feet of office space from us.  Leases with RMR for space in our properties are reviewed and approved by our Independent Trustees who consider, among other things, the current third party rental rates for comparable space at the property, in determining whether to approve the leases.

Affiliates Insurance Company (“AIC”)

As disclosed in the Filing, we are a shareholder of AIC. The other shareholders of AIC are RMR and certain other companies to which RMR provides management services. All of our Trustees and nearly all of the directors and trustees of RMR and of the other publicly held AIC shareholders currently serve on the board of directors of A

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

April 30, 2012
 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, 2011
Filed on February 23, 2012 File No. 001-34364

Dear Mr. Mark L. Kleifges:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

                                                                 Sincerely,
   /s/ Kevin Woody
          K e v i n  W o o d y           B r a n c h  C h i e f

CORRESP
1
filename1.htm

April 27, 2012

VIA FAX AND EDGAR

Mr. Kevin Woody

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:          Government Properties Income Trust (the “Company”)

Form 10-K for the fiscal year ended December 31, 2011

Filed February 23, 2012 (the “Filing”)

File No. 1-34364

Dear Mr. Woody:

We are writing in response to your letter dated April 16, 2012.  For your convenience, each of your original comments appears below in bold text and is followed by our response.

Form 10-K for the fiscal year ended December 31, 2011

Property Operations, pages 42-43

1.                                      We note you have currently presented statistical information (i.e. total properties, square footage, and occupancy) for your properties for the last 2 years. Please expand future periodic filings to include this information for all periods presented. In addition, please disclose the number of properties removed from or added to the comparable property designation from the prior year and discuss reasons for the additions or removals.

In future periodic filings, we will present the referenced statistical information for all periods presented.  We will also disclose changes to the number of comparable properties from the prior year period as well as the reasons for the additions or removals.

2.                                      Please expand future periodic filings to disclose average annualized effective rental rate per square foot for your comparable properties for all periods presented.

In future periodic filings, we will disclose the average annualized effective rental rate per square foot of our comparable properties for all periods presented.

Mr. Kevin Woody

April 27, 2012

Page 2

Results of Operations, pages 46-50

3.                                      Please revise future periodic filings to clarify what expenses are included in other operating expenses and general and administrative expenses. Within your response, please provide an example of your proposed disclosure.

In future periodic filings, we will disclose what expenses are included in other operating expenses and general and administrative expenses.  The following is an example of our proposed disclosure:

Other operating expenses.  Other operating expenses consist of property management fees, salaries and benefit costs of property level personnel, repairs and maintenance expense, cleaning expense and other direct costs of operating our properties. The increase in other operating expenses reflects….

General and administrative.  General and administrative expenses consist of fees pursuant to our business management agreement with Reit Management & Research LLC, equity compensation expense, legal and accounting fees, trustees’ fees and expenses, securities listing and transfer agency fees and other costs relating to our status as a publicly traded company.  The increase in general and administrative expenses reflects….

4.                                      In future periodic filings please reconcile your comparable property results to the consolidated results. To the extent there are differences beyond non-comparable property results, please discuss the difference and your basis for such difference.

In future periodic filings, we will reconcile our comparable property results to our consolidated results.  To date, there have been no differences beyond non-comparable property results.  To the extent there are differences beyond non-comparable property results in the future, we will disclose the basis for such differences.

5.                                      We note that much of your fluctuations within your results of operations are generally attributed to property acquisitions. In future periodic filings, for each line item within your consolidated statements of income, please expand to separately quantify and discuss the impact of new acquisitions in the current year offset by acquisitions in the prior year where a full year of operations wasn’t achieved until the current year.

In future periodic filings, we will expand our disclosure to reconcile our comparable property results to our consolidated results in tabular format for each period presented to quantify the effects of property acquisitions on our operating results, including the impact of new acquisitions during the current year period offset by acquisitions during the prior year period where a full year of operations wasn’t achieved until the current year.  We will also include the effect of acquisition activity in the discussion of our results of operations.

*************************************************************************************

We acknowledge 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 federal securities laws of the United States.

Mr. Kevin Woody

April 27, 2012

Page 3

We appreciate your comments and welcome the opportunity to discuss with you our responses provided above.  Please call me at (617) 796-8327 if you have any questions or require additional information.

Sincerely,

GOVERNMENT   PROPERTIES INCOME TRUST

By:

/s/   Mark L. Kleifges

Mark   L. Kleifges

Treasurer &   Chief Financial Officer

April 16, 2012
 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, 2011
Filed on February 23, 2012 File No. 001-34364

Dear Mr. Mark L. Kleifges:
We have limited our review to only your fina ncial statements and related disclosures and
do not intend to expand our review to other porti ons of your documents.   In our comments, we
may ask you to provide us with informati on 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 YEAR ENDED DECEMBER 31, 2011

 Property Operations, pages 42 – 43

 1. We note you have currently presented statistica l information (i.e. total properties, square
footage, and occupancy) for your  properties for the last 2 years.   Please expand future
periodic filings to include this information fo r all periods presented.   In addition, please
disclose the number of prope rties removed from or added to the comparable property
designation from the prior year and discu ss reasons for the additions or removals.

2. Please expand future periodic filings to disclose  average annualized effective rental rate
per square foot for your comparable properties for all periods presented.

Mr. Mark L. Kleifges Government Properties Income Trust April 16, 2012 Page 2

 Results of Operations, pages 46 – 50

 3. Please revise future periodic filings to clarify what expenses are included in other
operating expenses and general and admini strative expenses. Within your response,
please provide an example of your proposed disclosure.
 4. In future periodic filings please reconcile  your comparable property results to the
consolidated results. To the extent there are differences beyond non-comparable property
results, please discuss the differen ce and your basis for such difference.
 5. We note that much of your fl uctuations within your results  of operations are generally
attributed to property acquisiti ons.  In future periodic f ilings, for each line item within
your consolidated statements of income, pleas e expand to separately quantify and discuss
the impact of new acquisitions in the current year offset by acquisiti ons in the prior year
where a full year of operations wasn’t achieved until the current year.
   We urge all persons who are responsible fo r the 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 filings;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; 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.

You may contact Wilson K. Lee at (202) 551-3468 or me at (202) 551-3629 if you have
any questions.

                                                                     Sincerely,
   /s/ Kevin Woody
          K e v i n  W o o d y           B r a n c h  C h i e f

June 8, 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 completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

Kevin Woody Accounting Branch Chief

CORRESP
1
filename1.htm

May 31, 2011

VIA FAX AND EDGAR

Mr. Kevin Woody

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

Government   Properties Income Trust (the “Company”)

Form 10-K   for the period ended December 31, 2010

Filed   February 25, 2011 (the “Form 10-K”)

Schedule   14A

Filed   February 25, 2011 (together with the Form 10-K, the “Filings”)

File   No. 1-34364

Dear Mr. Woody:

We are writing in response to your letter dated May 19, 2011.  For your convenience, each of your original comments appears below in bold text and is followed by our response.

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, quantitative information on your acquisition and disposition pipeline.

We currently provide general information regarding our business plan and growth strategy including our acquisition and disposition strategy in the Business section of Part I of the Form 10-K.  We also provide information in each of our periodic reports regarding acquisitions completed during the reporting period and property acquisitions under agreement at the end of the reporting period in the Investment Activities section of Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A.  In future periodic reports, we will also provide in MD&A an update regarding our then current strategy with regard to acquisitions and dispositions, including available quantitative information on our acquisition and disposition pipeline.

Mr. Kevin Woody

May 31, 2011

Page 2

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of

Operations, page 43

Overview, page 43

Property Operations, page 43

2.                                      In future filings please include information with regard to average effective rental rates for your properties during the periods covered.  Please define how you calculate average effective rental rates within your filing.

In future periodic reports, we will disclose average effective rental rates for our properties for the reporting periods covered.  We will also disclose how we calculate the average effective rental rate.

3.                                      Please tell us whether management considers measurements such as FFO, NOI, and same-store NOI to be key performance measures.  Please note we may have further comment.

Although funds from operations, or FFO, does not represent cash generated by operating activities in accordance with generally accepted accounting principles, or GAAP, and should not be considered an alternative to net income or cash flow from operating activities as a measure of financial performance or liquidity, we consider FFO to be an appropriate measure of performance for a real estate investment trust, or REIT.  We believe that FFO provides useful information to investors because by excluding the effects of certain historical amounts, such as depreciation expense, acquisition related costs and loss on extinguishment of debt, FFO can facilitate a comparison of operating performances by a REIT over time.  FFO is one of the factors considered by our Board of Trustees and management in evaluating operating performance period to period and in setting our dividend rate; however, FFO is not the dominant factor or “key” factor in such matters.

Most of our leases are so called “full service” leases where we receive fixed rent from our tenants, adjusted annually for changes in the Consumer Price Index, without direct reimbursement for property operating costs other than real estate tax expense.  Certain of our leases are “net” and “modified gross” leases where we have responsibility to operate and maintain the properties and we charge tenants for some or all of the property operating expenses.  As a result, management considers net operating income, or NOI, and same store NOI of our properties to be key performance indicators.

We understand that the staff of the Securities and Exchange Commission has in recent comment letters requested that certain REIT registrants disclose FFO, NOI and same store NOI in their future periodic reports.  Accordingly, in future periodic reports, we will provide disclosure regarding FFO, NOI and same store NOI, and we will disclose how we calculate each measure.  Because we use a definition of FFO that differs from the National Association of Real Estate Investment Trusts, or NAREIT, definition, we will describe it as “adjusted FFO” and provide a reconciliation of our adjusted FFO to the NAREIT definition of FFO.  Further, we will provide per share data for both adjusted FFO and FFO determined under the NAREIT definition.

4.                                      We note that you have been advised that government tenants frequently seek to renew leases to avoid costs and disruptions that may result from relocating their operations.  In future periodic filings please expand your disclosure to discuss the relationship between market/current asking rents and leases expected to expire in the next period, as well as the relationship between rents on leases that expired in the current reporting period and rents

Mr. Kevin Woody

May 31, 2011

Page 3

on executed renewals or new leases. See Item 303(a)(3)(ii) of Regulation S-K and Section 1.B.3 of Commission Interpretive Release No. 33-8350 (2003).

In future periodic reports, we will disclose the relationship between current market leasing rents and leases expected to expire in the next period and the relationship between rents on leases that expired during the current reporting period and rents on executed renewals or new leases during the current reporting period.

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 renewals. Please also provide the square footage of leases up for renewal during this period.

In future periodic reports, we will disclose in the referenced table the square footage of leases that expired during the reporting period.

Investment Activities, page 44

6.                                      In future periodic filings please include capitalization rates for material acquisitions and/or dispositions of properties. Also include a clear description of how you calculate capitalization rates, including how you calculate NOI for these purposes.

As noted above, we currently provide information regarding acquisitions made during the reporting period in MD&A.  In future periodic reports, we will expand our disclosure to include the capitalization rates for properties acquired during the period and a description of how we calculate capitalization rates, including how we calculate NOI for these purposes.  To date, we have not disposed of any properties.  When we periodically reevaluate our decision to retain a property we consider a number of factors, such as changing conditions in the market in which the property is located, our assessment of the future profitability of the property and the amount of capital required to maintain the property.  We do not typically consider the exit capitalization rate in deciding whether to dispose of a property, in part since capitalization rates for properties that we dispose of likely often would be negative as a result of unsatisfactory operating results or losses.  Consequently, we do not believe that reporting capitalization rates of properties that we dispose of would provide meaningful information to investors.

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 any fixed rate renewal options into your calculation of the fair value of below market lease values.

We evaluate fixed rate renewal options acquired as part of a property acquisition in a manner similar to an acquired lease that contains below market rents.  The value ascribed to any below market lease renewal option would be included in “Acquired real estate lease obligations, net” on our balance

Mr. Kevin Woody

May 31, 2011

Page 4

sheet and would not be amortized until the tenant either exercises or declines the lease renewal option.  To date, we have not acquired a property with a below market fixed rate lease renewal option.

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 Codification (“ASC”) 718-10-50.

We currently provide disclosure regarding share awards that is more limited than what is required pursuant to ASC 718-10-50 because we do not believe the cost or share amounts of the awards are material.  Although we do not expect these amounts to be material in future periods, beginning with our next annual report, we will expand our disclosure regarding share awards to include (i) the compensation cost arising from the share awards for each reporting period; (ii) a table summarizing shares granted, vested and forfeited during each reporting period and the weighted average grant price for each; (iii) the vesting schedule by year of unvested shares as of the reporting date; and (iv) the required disclosures regarding unrecognized expense related to unvested shares as of the reporting date.

Schedule 14A - Definitive Proxy Statement

Related Person Transactions and Company Review of Such Transactions, page 28

9.                                      We note your disclosure on page 28 regarding 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 share.  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.

As provided in our Amended and Restated Business Management Agreement with RMR, or the Agreement, the incentive fee payable to RMR, if any, is equal to fifteen percent of the product of (i) the weighted average common shares outstanding on a fully diluted basis during such fiscal year and (ii) the excess if any of FFO per share for such fiscal year over the FFO per share for the preceding fiscal year.  In no event shall the aggregate value of the incentive fee payable in respect of any fiscal year exceed $0.02 multiplied by the weighted average number of common shares outstanding on a fully diluted basis during such fiscal year.

For purposes of determining if an incentive fee was payable for the fiscal year ended December 31, 2010, the Agreement provides that FFO per share for the fiscal period ended December 31, 2009 is calculated as the annualized amount of our FFO for the period beginning on the completion of our initial public offering, or June 9, 2009, and ending on December 31, 2009, divided by the weighted average number of common shares outstanding on a fully diluted basis during such period.  This calculation resulted in a higher 2009 FFO per share when compared to our 2010 FFO per share.

We will provide the requested disclosure in future filings.

Mr. Kevin Woody

May 31, 2011

Page 5

***********************************************************************

We acknowledge that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in the Filings;

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

·                  the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We appreciate your comments and welcome the opportunity to discuss with you our responses provided above.  Please call me at (617) 796-8327 if you have any questions or require additional information.

Sincerely,

GOVERNMENT   PROPERTIES INCOME TRUST

By:

/s/   Mark L. Kleifges

Mark   L. Kleifges

Treasurer &   Chief Financial Officer

cc:

Mark   Rakip

Staff   Accountant

United   States Securities and Exchange Commission

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

CORRESP
1
filename1.htm

GOVERNMENT
PROPERTIES INCOME TRUST

400 Centre Street

Newton,
Massachusetts 02458

VIA EDGAR
AND FACSIMILE

Thomas Kluck

Division of Corporation
Finance

Securities and Exchange
Commission

Washington, D.C. 20549

May 29, 2009

  Re:

  Government Properties
  Income Trust (the “Registrant”)

  Registration
  Statement on Form S-11 (File No. 333-157455)

Dear Mr. Kluck:

Pursuant to Rule 461
and Rule 430A under the Securities Act of 1933, as amended, the Registrant
hereby requests acceleration of the registration statement on Form S-11
(File No. 333-157455), at 4:00 p.m., Eastern Time, on June 2, 2009, or as
soon as practicable thereafter.  By
separate letter, the underwriters of the issuance of the securities being
registered have joined in this request for acceleration.

In connection with this
request, the Registrant acknowledges that:

(1)  should the
Securities and Exchange Commission (the “Commission”) or the staff, acting
pursuant to delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the filing;

(2)  the action of
the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Registrant from its full
responsibility for the adequacy and accuracy of the disclosure in the filing;
and

(3)  the Registrant
may not assert this action as defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United
States.

  Very truly yours,

  GOVERNMENT
  PROPERTIES INCOME TRUST

  By:

  /s/ David M.
  Blackman

  Name:

  David M.
  Blackman

  Title:

  Chief Financial Officer
  and Treasurer

CORRESP
1
filename1.htm

  Global
  Markets & Investment Banking

  One
  Bryant Park — 8th Floor

  New
  York, New York 10036

  646-855-6780

    May 29,
  2009

Thomas Kluck

Division of Corporation
Finance

Securities and Exchange
Commission

Washington, D.C. 20549

  Re:

  Government Properties Income Trust

  Registration Statement on
  Form S-11 (SEC File No. 333-157455)

Dear Mr. Kluck:

In
connection with the above-referenced Registration Statement, and pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), we hereby join in the
request of Government Properties Income Trust that the effective date of the
Registration Statement be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on June 2,
2009 or as soon as practicable thereafter.

Pursuant
to Rule 460 under the Act, please be advised that between May 20,
2009 and June 2, 2009 the undersigned effected the following approximate
distribution of copies of the Preliminary Prospectus dated May 20, 2009
(the “Preliminary Prospectus”):

  No. of Copies

  Prospective
  Underwriters

  12,577

  Dealers

  25

  Institutions

  2,861

  Retail/ Other

  5,426

  Total

  20,889

In
connection with the Preliminary Prospectus distribution for the above-reference
issue, the prospective underwriters have confirmed that they are complying with
the 48-hour requirement as promulgated by Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended.

[SIGNATURE PAGE
FOLLOWS]

  Very
  truly yours,

  MERRILL LYNCH & CO.

  MERRILL LYNCH, PIERCE, FENNER & SMITH

  INCORPORATED

  WACHOVIA CAPITAL MARKETS, LLC

  MORGAN STANLEY & CO. INCORPORATED

  By: MERRILL LYNCH, PIERCE, FENNER & SMITH

  INCORPORATED

  By

  /s/ Richard Diaz

  Name: Richard A. Diaz

  Title: Authorized Signatory

  By: WACHOVIA CAPITAL MARKETS, LLC

  By

  /s/ David Herman

  Name: David Herman

  Title:
  Directors

  By: MORGAN STANLEY & CO. INCORPORATED

  By

  /s/ James Collins

  Authorized Signatory

For themselves and as Representatives
of the other Underwriters named in Schedule A of the Purchase Agreement.

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