content: <PAGE>   1
               As filed with the Securities and Exchange Commission
                                 on March 6,  1996
                                                      Registration No. 33-
  ==============================================================================
  
                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549
                                        
                                    ----------
                                        
                                     FORM S-8
  
                              REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
  
                                   ----------
  
                                    MEDITRUST
        (Exact name of registrant as specified in governing instruments)
  
              Massachusetts                            04-6532031
     (State or other jurisdiction of       (I.R.S. Employer Identification No.)
      incorporation or organization)
  
                                197 First Avenue
                      Needham Heights, Massachusetts 02194
                                 (617) 433-6000
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)
  
                           1992 EQUITY INCENTIVE PLAN
                            (Full title of the plan)
  
                                   ----------
  
  
                                ABRAHAM D. GOSMAN
                      Chairman and Chief Executive Officer
                                    MEDITRUST
                                197 First Avenue
                      Needham Heights, Massachusetts 02194
                                 (617) 433-6000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
  
                          Copies of communications to:
                           MICHAEL J. BOHNEN, ESQUIRE
                          NUTTER, McCLENNEN & FISH, LLP
                             One International Place
                              Boston, MA 02110-2699
                                 (617) 439-2000
  
  <PAGE>   2
  
  <TABLE>
                         CALCULATION OF REGISTRATION FEE
  <CAPTION>
  =============================================================================
  Title of                Amount to     Proposed      Proposed       Amount of
  Each Class            Be Registered   Maximum        Maximum     Registration
  of Securities              (1)        Offering      Aggregate       Fee (2)
  Being Registered                      Price per     Offering
                                        Unit (2)      Price (2)
  -----------------------------------------------------------------------------
  <S>                     <C>           <C>          <C>             <C>
  Shares of 
  Beneficial Interest,    300,000       $33.625      $10,087,500     $3,478.45
  without par value       Shares      
  =============================================================================
  
  <FN>
  (1) There is also being registered an indeterminate number of additional 
      Shares of Beneficial Interest that may become issuable pursuant to the 
      antidilution provisions of the 1992 Equity Incentive Plan.
  
  (2) Determined pursuant to Rule 457(h) under the Securities Act of 1933, as 
      amended, solely for purposes of calculating the registration fee.  Based 
      upon the average of the high and low prices reported for Shares of 
      Beneficial Interest on the New York Stock Exchange Composite Tape on 
      March 4, 1996.
  </TABLE>
  
                                   ----------
  
  
    In accordance with General Instruction E to Form S-8, the contents of the
  registrant's Registration Statement on Form S-8 (File No. 33-49218) relating to
  the registrant's 1992 Equity Incentive Plan (the "Earlier Form S-8") are
  incorporated by reference in this Registration Statement.  The reoffer
  prospectus included herein is substantively different from that included in the
  Earlier Form S-8.  As permitted by Rule 429 under the Securities Act of 1933,
  as amended, the reoffer prospectus included herein relates to the shares
  registered under this Registration Statement and under the Earlier Form S-8.
  
  <PAGE>   3
  
  PROSPECTUS
                                     MEDITRUST
  
                             1992 EQUITY INCENTIVE PLAN
  
                       747,800 SHARES OF BENEFICIAL INTEREST 
  
                                   ----------
  
    This Prospectus relates to 747,800 shares of beneficial interest without par
  value (the "Shares") of Meditrust, a Massachusetts business trust (the
  "Company"), which may be issued by the Company under the Company's 1992 Equity
  Incentive Plan (the "Plan") to certain key employees (see SELLING SHAREHOLDERS,
  below), who may be deemed to be "affiliates" of the Company within the meaning
  of the Securities Act of 1933, as amended, or any rules and regulations
  thereunder.  Neither the Company nor the Selling Shareholders concede that such
  persons are "affiliates" within the meaning of the Act.
  
    The Company has been informed that such employees may from time to time
  effect sales of all or part of the Shares on the New York Stock Exchange at the
  prevailing market price at the time of sale and with no commissions paid or
  discounts given other than those customary in such sales.  Pursuant to general
  Instruction C to Form S-8, this Prospectus (prepared in accordance with the
  requirements of Form S-3) is filed in order to permit key employees of the
  Company to reoffer and resell Shares previously acquired or to be acquired by
  them pursuant to the Plan.  No part of the proceeds of such resales will be
  received by the Company.
  
    The number of Shares reserved for issuance under the Plan is subject to
  adjustment by reason of future stock dividends, stock splits or other
  recapitalizations, if any.
  
                                   ----------
  
          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
                 COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
                  COMMISSION OR ANY STATE SECURITIES COMMISSION
                  PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
                     PROSPECTUS.  ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.
  
                                   ----------
                                        
          THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED
                ON OR ENDORSED THE MERITS OF THIS OFFERING.  ANY
                   REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
  
                                   ----------
  
                   THE DATE OF THIS PROSPECTUS IS MARCH 6, 1996.
  <PAGE>   4
  
  <TABLE>
                         TABLE OF CONTENTS
  <CAPTION>
                                                         Page
                                                         ----
  <S>                                                      <C>
  
  Available Information.............................       2
  Meditrust.........................................       3
  Selling Shareholders..............................       3
  Documents Incorporated by Reference...............       3
  Legal Matters.....................................       4
  Experts ..........................................       4
  Further Information...............................       5
  </TABLE>
  
  
                              AVAILABLE INFORMATION
  
       The Company is subject to the informational requirements of the Securities
  Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
  therewith files reports, proxy statements and other information with the
  Securities and Exchange Commission (the "Commission").  Such reports, proxy
  statements and other information can be inspected and copied at the public
  reference facilities maintained by the Commission at Room 1024 of the offices
  of the Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
  20549, or at the regional offices of the Commission located at Seven World
  Trade Center, 13th Floor, New York, New York 10048 and Suite 1400, Northwestern
  Atrium Center, 500 West Madison Street, Chicago, Illinois 60661.  Copies of
  such material can be obtained from the principal offices of the Commission at
  Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549, at prescribed
  rates.  Reports, proxy materials and other information concerning the Company
  can also be inspected at the offices of the New York Stock Exchange, 20 Broad
  Street, Room 1102, New York, New York 10005.
  
       The Company has filed with the Commission Registration Statements under
  the Securities Act of 1993, as amended (the "Securities Act"), with respect to
  the Shares offered hereby.  This Prospectus does not contain all the
  information set forth in the Registration Statements, certain parts of which
  are omitted in accordance with the rules and regulations of the Commission.
  For further information, reference is made to the Registration Statements,
  copies of which may be obtained upon payment of a fee prescribed by the
  Commission, or may be examined free of charge at the principal office of the
  Commission in Washington, D.C.
  
       No person has been authorized to give any information or to make any
  representations other than those contained in this Prospectus, and, if given or
  made, such other information or representations must not be relied upon as
  having been authorized by the Company.  This Prospectus does not constitute an
  offer or solicitation by anyone in any state in which such offer or
  solicitation is not authorized or in which the person making such offer or
  solicitation is not qualified to do so or to any person to whom it is unlawful
  to make such offer or solicitation.
  
                                       -2-
  <PAGE>   5
  
       Neither the delivery of this Prospectus nor any sale of Shares made
  pursuant hereto shall, under any circumstances, create any implication that
  there has been no change in the affairs of the Company since the date hereof.
  
                                     MEDITRUST
  
       The Company, a real estate investment trust organized on August 6, 1985,
  invests in health care related properties throughout the United States,
  including long-term care facilities, rehabilitation hospitals, medical office
  buildings, alcohol and substance abuse and psychiatric facilities, retirement
  and assisted living facilities and acute care facilities.  The Company has its
  principal offices at 197 First Avenue, Needham Heights, Massachusetts 02194.
  Its telephone number is (617) 433-6000.
  
                              SELLING SHAREHOLDERS
  
       The Shares offered hereby are Shares which may be awarded, or subject to
  stock options, stock appreciation rights or performance stock units
  (collectively, "Awards") granted by the Company to the Selling Shareholders
  under the Plan.
  
       Appendix A hereto sets forth information as to the name of each Selling
  Shareholder, his or her relationship with the Company, the number of Shares
  which were owned by him or her as of the date set forth in Appendix A and the
  number of Shares which may be offered by him or her hereby.
  
       The per Share exercise price of an Award granted under the Plan is
  determined by the Compensation Committee of the Board of Trustees of the
  Company in accordance with the terms of the Plan.  The number of Shares subject
  to Awards under the Plan is subject to adjustment in the event of future stock
  dividends, stock splits or other recapitalizations, if any.
  
       It is anticipated that any sales made by the Selling Shareholders will be
  made from time to time on the New York Stock Exchange.  The Company will not
  receive any portion of the sales price of such Shares, but in the event of any
  exercise or purchase will receive the exercise price of the Awards.  To the
  Company's knowledge, there are no arrangements or understandings between the
  Selling Shareholders and any brokers or dealers, or any agreements with any
  brokers or dealers, for the sale of the securities offered hereby.
  
                       DOCUMENTS INCORPORATED BY REFERENCE
  
       The Company hereby incorporates by reference into this Prospectus (i) its
  Annual Report on Form 10-K for the fiscal year ended December 31, 1995; (ii)
  its Current Report on Form 8-K dated January 29, 1996; (iii) the discussion of 
  Federal income tax treatment of the Company and its shareholders which is 
  contained in the Company's Current Report on Form 8-K dated March 4, 1992, 
  including any amendment or report filed for the purpose of updating such 
  discussion hereof; and (iv) the description of the Company's shares of 
  beneficial interest which is contained in its Registration
  
                                       -3-
  <PAGE>   6
  
  Statement on Form 8-A as amended by Form 8, dated March 4, 1992, and any report
  subsequently filed with the Commission which updates said description.
  
       All documents filed by the Company with the Commission pursuant to
  Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
  hereof and prior to the termination of the offering of the Securities offered
  hereby shall be deemed to be incorporated by reference into this Prospectus and
  to be a part hereof from the date of filing such documents.  Any statement
  contained herein or in a document incorporated or deemed to be incorporated by
  reference herein shall be deemed to be modified or superseded for purposes of
  this Prospectus to the extent that a statement contained herein or in a
  subsequently filed document, as the case may be, which also is or is deemed to
  be incorporated by reference herein, modifies or supersedes such statement.
  Any such statement so modified or superseded shall not be deemed, except as so
  modified or superseded, to constitute a part of this Prospectus.
  
       The Company will provide without charge to each person to whom this
  Prospectus is delivered, upon the written or oral request of such person, a
  copy (without exhibits) of any or all documents incorporated by reference into
  this Prospectus.  Requests for such copies should be directed to Lisa P.
  McAlister, Chief Financial Officer and Treasurer, Meditrust, 197 First Avenue,
  Needham Heights, Massachusetts 02194, telephone (617) 433-6000.
  
                                  LEGAL MATTERS
  
       The validity of the Shares offered hereby will be passed upon for the
  Company by its counsel, Nutter, McClennen & Fish, LLP, One International Place,
  Boston, Massachusetts 02110.
  
                                     EXPERTS
  
       The consolidated balance sheets of the Company as of December 31, 1995 and
  1994 and the related consolidated statements of income, changes in
  shareholders' equity and cash flows for each of the three years in the period
  ended December 31, 1995, and the financial statement schedules incorporated by
  reference in this Prospectus and elsewhere in the Registration Statement, have
  been audited by Coopers & Lybrand L.L.P., independent accountants, as indicated
  in their report with respect thereto, and are incorporated by reference herein
  in reliance upon the authority of said firm as experts in accounting and
  auditing.  Any financial statements and schedules hereafter incorporated by
  reference in the registration statement of which this Prospectus is a part that
  have been audited and are the subject of a report by independent accountants
  will be so incorporated by reference in reliance upon such reports and upon the
  authority of such firms as experts in accounting and auditing to the extent
  covered by consents filed with the Commission.
  
                                       -4-
  <PAGE>   7
                                FURTHER INFORMATION
  
    As noted above, this Prospectus constitutes a part of a Registration
  Statement filed by the Company with the Commission pursuant to the Act.  This
  Prospectus does not contain all the information set forth in the Registration
  Statement, certain portions of which have been omitted pursuant to the Rules
  and Regulations of the Commission and reference is made hereby to the
  Registration Statement and to the exhibits relating thereto for further
  information with respect to the Company and the Shares to which this Prospectus
  relates.  Statements herein contained concerning the provisions of any document
  are not necessarily complete and, in each instance, reference is hereby made to
  the copy of such document filed as an exhibit to the Registration Statement.
  Each such statement is qualified in its entirety by such reference.
  
    THE DECLARATION OF TRUST ESTABLISHING THE COMPANY, DATED AUGUST 6,
  1985, AS AMENDED (THE "DECLARATION"),  A COPY OF WHICH IS DULY FILED IN THE
  OFFICE OF THE SECRETARY OF STATE OF THE COMMONWEALTH OF MASSACHUSETTS, PROVIDES
  THAT THE NAME "MEDITRUST" REFERS TO THE TRUSTEES UNDER THE DECLARATION
  COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY; AND THAT NO
  TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF THE COMPANY SHALL BE HELD
  TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR
  CLAIM AGAINST, THE COMPANY. ALL PERSONS DEALING WITH THE COMPANY, IN ANY WAY,
  SHALL LOOK ONLY TO THE ASSETS OF THE COMPANY FOR THE PAYMENT OF ANY SUM OR THE
  PERFORMANCE OF ANY OBLIGATION.
  
                                       -5-
  <PAGE>   8
  
  <TABLE>
                                   APPENDIX A
  
  <CAPTION>
                                           Shares           Shares Which
  Name and                              Beneficially           May Be
  Positions                             Owned(1)(2)          Offered (3)
  ---------                             ------------        ------------
  <S>                                     <C>                  <C>
  Abraham D. Gosman (4)                   742,211              231,353
  Chairman and Chief Executive Officer
  
  David F. Benson                           6,818               75,706
  President and Trustee
  
  Edward W. Brooke                         52,614               60,000
  Trustee
  
  Robert Cataldo                            6,500               60,000
  Trustee
  
  Philip L. Lowe                            3,000               60,000
  Trustee
  
  Thomas J. Magovern                        7,250               40,072
  Trustee
  
  Gerald Tsai, Jr.                          8,000               60,000
  Trustee
  
  Frederick W. Zuckerman                    5,000               40,072
  Trustee
  
  Lisa P. McAlister                         1,289               40,000
  Chief Financial Officer and Treasurer
  
  Michael F. Bushee                         5,286               40,000
  Chief Operating Officer
  
  Michael S. Benjamin                       3,913               40,000
  Senior Vice President,
  Secretary and General Counsel
  
  Stephen H. Press                            243               35,000
  Vice President
  
  <FN>
  ------------
  
  (1) As of February 13, 1996.
  
  (2) Includes Shares owned beneficially by spouses, minor children and 
      relatives living in the named person's home and trusts for their benefit; 
      the named persons disclaim any beneficial interest in such Shares.
  
  (3) Represents Shares subject to Options granted under the Plan.
  
  (4) Upon completion of the offering, Mr. Gosman will own approximately 1.5% 
      of the total Shares currently outstanding.
  </TABLE>
  
                                       -6-
  <PAGE>   9
  
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 8.  Exhibits
  
  <TABLE>
  The following is a list of exhibits filed as part of this Registration Statement (numbering
  corresponds to numbering in Item 601 of Regulation S-K).
  
  <CAPTION>
  Exhibit        
    No.          Description
  -------        -----------
  <S>       <C>
   5        Opinion letter of Nutter, McClennen & Fish, LLP
  
  23.1      Consent of Nutter, McClennen & Fish, LLP (included in Exhibit 5)
  
  23.2      Consent of Coopers & Lybrand L.L.P.
  </TABLE>
  
  Item 9.  Undertakings.
  
  (a)  The undersigned registrant hereby undertakes:
  
       (1)  To file, during any period in which offers or sales are being
            made, a post-effective amendment to this registration statement:
  
            (i)    To include any prospectus required by Section 10(a)(3)
                   of the Securities Act of 1933;
  
            (ii)   To reflect in the prospectus any facts or events arising
                   after the effective date of this registration statement
                   (or the most recent post-effective amendment thereof) which,
                   individually or in the aggregate, represent a fundamental 
                   change in the information set forth in this registration 
                   statement; and
  
            (iii)  To include any material information with respect to
                   the plan of distribution not previously disclosed in this
                   registration statement or any material change to such
                   information in this registration statement;
  
            provided, however, that subparagraphs (i) and (ii) do not apply if
            the registration statement is on Form S-3 or Form S-8, and the
            information required to be included in a post-effective amendment by
            those paragraphs is contained in periodic reports filed by the
            registrant pursuant to Section 13 or Section 15(d) of the Securities
            Exchange Act of 1934 that are incorporated by reference in this
            registration statement;
  
                                      II-1
  <PAGE>   10
  
       (2)  That, for the purpose of determining any liability under the
            Securities Act of 1933, each such post-effective amendment shall be
            deemed to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof; and
  
       (3)  To remove from registration by means of a post-effective
            amendment any of the securities being registered which remain unsold
            at the termination of the offering.
  
  (b)   The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in this
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
  (c)  Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to trustees, officers and controlling persons of
  the registrant pursuant to the provisions of the registrant's Restated
  Declaration of Trust, as amended, By-laws, as amended, the agreements described
  under Item 15 of this Registration Statement or otherwise, the registrant has
  been advised that, in the opinion of the Securities and Exchange Commission,
  such indemnification is against public policy as expressed in the Securities
  Act of 1933 and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or a controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy, as expressed in the
  Securities Act of 1933, and will be governed by the final adjudication of such
  issue.
  
                                      II-2
  <PAGE>   11
  
                                   SIGNATURES
  
     Pursuant to the requirements of the Securities Act of 1933, the registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of West Palm Beach, State of Florida on February  16,
  1996.
  
                         MEDITRUST
  
  
                         By:  /s/ Abraham D. Gosman
                            ---------------------------------------
                              Abraham D. Gosman, Chairman of
                              the Board and Chief Executive Officer
  
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
  registration statement has been signed below by the following persons on behalf
  of the registrant in the capacities and on the dates indicated.
  
    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
  below constitutes and appoints Abraham D. Gosman, David F. Benson, Michael S.
  Benjamin, Michael J. Bohnen and Paul R. Eklund, and each of them singly, his
  attorneys-in-fact and agents, each with full power of substitution, for him in
  any and all capacities, to sign this registration statement and any amendments
  hereto, and to file the same, with exhibits thereto, and other documents in
  connection therewith, with the Securities and Exchange Commission and any other
  regulatory authority or body, granting unto each said attorney-in-fact and
  agent full power and authority to do and perform each and every act and thing
  requisite and necessary to be done in connection with this registration
  statement, as fully as he might or could do in person, hereby ratifying and
  confirming all that each said attorney-in-fact and agent, or his substitute or
  substitutes, may do or cause to be done by virtue hereof.
  
  
  <TABLE>
  <CAPTION>
  
  Signature                            Title                     Date
  ---------                            -----                     ----
  <S>                                  <C>                       <C>
  
  /s/ Abraham D. Gosman                Chairman of the           February 16, 1996
  --------------------------------     Board and Chief
  Abraham D. Gosman                    Executive Officer
  (Principal Executive Officer)        
  
  /s/ Lisa P. McAlister                Chief Financial Officer   February 16, 1996
  --------------------------------     and Treasurer
  Lisa P. McAlister (Principal         
   Financial and Accounting Officer)
  </TABLE>
  
                                       II-3
  <PAGE>   12
  
  <TABLE>
  <S>                                  <C>                       <C>  
  /s/ David F. Benson
  --------------------------------     President                 February 16, 1996
  David F. Benson                      and Trustee
  
  /s/ Edward W. Brooke                 Trustee                   February 16, 1996
  --------------------------------     
  Edward W. Brooke
  
  /s/ Robert Cataldo                   Trustee                   February 16, 1996
  --------------------------------     
  Robert Cataldo
  
  /s/ Philip L. Lowe                   Trustee                   February 16, 1996
  --------------------------------     
  Philip L. Lowe
                                       
  --------------------------------     Trustee                   February   , 1996
  Thomas J. Magovern
  
  --------------------------------                               February   , 1996
  Gerald Tsai, Jr.
  
  /s/ F. W. Zuckerman                  Trustee                   February 16, 1996
  --------------------------------     
  Frederick W. Zuckerman
  </TABLE>
  
  
                                       II-4
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text: 1
               As filed with the Securities and Exchange Commission
                                 on March 6,  1996
                                                      Registration No. 33-
  ==============================================================================
  
                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549
                                        
                                    ----------
                                        
                                     FORM S-8
  
                              REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
  
                                   ----------
  
                                    MEDITRUST
        (Exact name of registrant as specified in governing instruments)
  
              Massachusetts                            04-6532031
     (State or other jurisdiction of       (I.R.S. Employer Identification No.)
      incorporation or organization)
  
                                197 First Avenue
                      Needham Heights, Massachusetts 02194
                                 (617) 433-6000
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)
  
                           1992 EQUITY INCENTIVE PLAN
                            (Full title of the plan)
  
                                   ----------
  
                                ABRAHAM D. GOSMAN
                      Chairman and Chief Executive Officer
                                    MEDITRUST
                                197 First Avenue
                      Needham Heights, Massachusetts 02194
                                 (617) 433-6000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
  
                          Copies of communications to:
                           MICHAEL J. BOHNEN, ESQUIRE
                          NUTTER, McCLENNEN & FISH, LLP
                             One International Place
                              Boston, MA 02110-2699
                                 (617) 439-2000
  2
  
                         CALCULATION OF REGISTRATION FEE
  =============================================================================
  Title of                Amount to     Proposed      Proposed       Amount of
  Each Class            Be Registered   Maximum        Maximum     Registration
  of Securities              (1)        Offering      Aggregate       Fee (2)
  Being Registered                      Price per     Offering
                                        Unit (2)      Price (2)
  -----------------------------------------------------------------------------
  Shares of 
  Beneficial Interest,    300,000       $33.625      $10,087,500     $3,478.45
  without par value       Shares      
  =============================================================================
  (1) There is also being registered an indeterminate number of additional 
      Shares of Beneficial Interest that may become issuable pursuant to the 
      antidilution provisions of the 1992 Equity Incentive Plan.
  
  (2) Determined pursuant to Rule 457(h) under the Securities Act of 1933, as 
      amended, solely for purposes of calculating the registration fee.  Based 
      upon the average of the high and low prices reported for Shares of 
      Beneficial Interest on the New York Stock Exchange Composite Tape on 
      March 4, 1996.
  ----------
  
    In accordance with General Instruction E to Form S-8, the contents of the
  registrant's Registration Statement on Form S-8 (File No. 33-49218) relating to
  the registrant's 1992 Equity Incentive Plan (the "Earlier Form S-8") are
  incorporated by reference in this Registration Statement.  The reoffer
  prospectus included herein is substantively different from that included in the
  Earlier Form S-8.  As permitted by Rule 429 under the Securities Act of 1933,
  as amended, the reoffer prospectus included herein relates to the shares
  registered under this Registration Statement and under the Earlier Form S-8.
  3
  
  PROSPECTUS
                                     MEDITRUST
  
                             1992 EQUITY INCENTIVE PLAN
  
                       747,800 SHARES OF BENEFICIAL INTEREST 
  
                                   ----------
  
    This Prospectus relates to 747,800 shares of beneficial interest without par
  value (the "Shares") of Meditrust, a Massachusetts business trust (the
  "Company"), which may be issued by the Company under the Company's 1992 Equity
  Incentive Plan (the "Plan") to certain key employees (see SELLING SHAREHOLDERS,
  below), who may be deemed to be "affiliates" of the Company within the meaning
  of the Securities Act of 1933, as amended, or any rules and regulations
  thereunder.  Neither the Company nor the Selling Shareholders concede that such
  persons are "affiliates" within the meaning of the Act.
  
    The Company has been informed that such employees may from time to time
  effect sales of all or part of the Shares on the New York Stock Exchange at the
  prevailing market price at the time of sale and with no commissions paid or
  discounts given other than those customary in such sales.  Pursuant to general
  Instruction C to Form S-8, this Prospectus (prepared in accordance with the
  requirements of Form S-3) is filed in order to permit key employees of the
  Company to reoffer and resell Shares previously acquired or to be acquired by
  them pursuant to the Plan.  No part of the proceeds of such resales will be
  received by the Company.
  
    The number of Shares reserved for issuance under the Plan is subject to
  adjustment by reason of future stock dividends, stock splits or other
  recapitalizations, if any.
  
                                   ----------
  
          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
                 COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
                  COMMISSION OR ANY STATE SECURITIES COMMISSION
                  PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
                     PROSPECTUS.  ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.
  
                                   ----------
                                        
          THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED
                ON OR ENDORSED THE MERITS OF THIS OFFERING.  ANY
                   REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
  
                                   ----------
  
                   THE DATE OF THIS PROSPECTUS IS MARCH 6, 1996.
  4
  
                         TABLE OF CONTENTS
  Page
                                                         ----
  Available Information.............................       2
  Meditrust.........................................       3
  Selling Shareholders..............................       3
  Documents Incorporated by Reference...............       3
  Legal Matters.....................................       4
  Experts ..........................................       4
  Further Information...............................       5
  AVAILABLE INFORMATION
  
       The Company is subject to the informational requirements of the Securities
  Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
  therewith files reports, proxy statements and other information with the
  Securities and Exchange Commission (the "Commission").  Such reports, proxy
  statements and other information can be inspected and copied at the public
  reference facilities maintained by the Commission at Room 1024 of the offices
  of the Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
  20549, or at the regional offices of the Commission located at Seven World
  Trade Center, 13th Floor, New York, New York 10048 and Suite 1400, Northwestern
  Atrium Center, 500 West Madison Street, Chicago, Illinois 60661.  Copies of
  such material can be obtained from the principal offices of the Commission at
  Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549, at prescribed
  rates.  Reports, proxy materials and other information concerning the Company
  can also be inspected at the offices of the New York Stock Exchange, 20 Broad
  Street, Room 1102, New York, New York 10005.
  
       The Company has filed with the Commission Registration Statements under
  the Securities Act of 1993, as amended (the "Securities Act"), with respect to
  the Shares offered hereby.  This Prospectus does not contain all the
  information set forth in the Registration Statements, certain parts of which
  are omitted in accordance with the rules and regulations of the Commission.
  For further information, reference is made to the Registration Statements,
  copies of which may be obtained upon payment of a fee prescribed by the
  Commission, or may be examined free of charge at the principal office of the
  Commission in Washington, D.C.
  
       No person has been authorized to give any information or to make any
  representations other than those contained in this Prospectus, and, if given or
  made, such other information or representations must not be relied upon as
  having been authorized by the Company.  This Prospectus does not constitute an
  offer or solicitation by anyone in any state in which such offer or
  solicitation is not authorized or in which the person making such offer or
  solicitation is not qualified to do so or to any person to whom it is unlawful
  to make such offer or solicitation.
  
                                       -2-
  5
  
       Neither the delivery of this Prospectus nor any sale of Shares made
  pursuant hereto shall, under any circumstances, create any implication that
  there has been no change in the affairs of the Company since the date hereof.
  
                                     MEDITRUST
  
       The Company, a real estate investment trust organized on August 6, 1985,
  invests in health care related properties throughout the United States,
  including long-term care facilities, rehabilitation hospitals, medical office
  buildings, alcohol and substance abuse and psychiatric facilities, retirement
  and assisted living facilities and acute care facilities.  The Company has its
  principal offices at 197 First Avenue, Needham Heights, Massachusetts 02194.
  Its telephone number is (617) 433-6000.
  
                              SELLING SHAREHOLDERS
  
       The Shares offered hereby are Shares which may be awarded, or subject to
  stock options, stock appreciation rights or performance stock units
  (collectively, "Awards") granted by the Company to the Selling Shareholders
  under the Plan.
  
       Appendix A hereto sets forth information as to the name of each Selling
  Shareholder, his or her relationship with the Company, the number of Shares
  which were owned by him or her as of the date set forth in Appendix A and the
  number of Shares which may be offered by him or her hereby.
  
       The per Share exercise price of an Award granted under the Plan is
  determined by the Compensation Committee of the Board of Trustees of the
  Company in accordance with the terms of the Plan.  The number of Shares subject
  to Awards under the Plan is subject to adjustment in the event of future stock
  dividends, stock splits or other recapitalizations, if any.
  
       It is anticipated that any sales made by the Selling Shareholders will be
  made from time to time on the New York Stock Exchange.  The Company will not
  receive any portion of the sales price of such Shares, but in the event of any
  exercise or purchase will receive the exercise price of the Awards.  To the
  Company's knowledge, there are no arrangements or understandings between the
  Selling Shareholders and any brokers or dealers, or any agreements with any
  brokers or dealers, for the sale of the securities offered hereby.
  
                       DOCUMENTS INCORPORATED BY REFERENCE
  
       The Company hereby incorporates by reference into this Prospectus (i) its
  Annual Report on Form 10-K for the fiscal year ended December 31, 1995; (ii)
  its Current Report on Form 8-K dated January 29, 1996; (iii) the discussion of 
  Federal income tax treatment of the Company and its shareholders which is 
  contained in the Company's Current Report on Form 8-K dated March 4, 1992, 
  including any amendment or report filed for the purpose of updating such 
  discussion hereof; and (iv) the description of the Company's shares of 
  beneficial interest which is contained in its Registration
  
                                       -3-
  6
  
  Statement on Form 8-A as amended by Form 8, dated March 4, 1992, and any report
  subsequently filed with the Commission which updates said description.
  
       All documents filed by the Company with the Commission pursuant to
  Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
  hereof and prior to the termination of the offering of the Securities offered
  hereby shall be deemed to be incorporated by reference into this Prospectus and
  to be a part hereof from the date of filing such documents.  Any statement
  contained herein or in a document incorporated or deemed to be incorporated by
  reference herein shall be deemed to be modified or superseded for purposes of
  this Prospectus to the extent that a statement contained herein or in a
  subsequently filed document, as the case may be, which also is or is deemed to
  be incorporated by reference herein, modifies or supersedes such statement.
  Any such statement so modified or superseded shall not be deemed, except as so
  modified or superseded, to constitute a part of this Prospectus.
  
       The Company will provide without charge to each person to whom this
  Prospectus is delivered, upon the written or oral request of such person, a
  copy (without exhibits) of any or all documents incorporated by reference into
  this Prospectus.  Requests for such copies should be directed to Lisa P.
  McAlister, Chief Financial Officer and Treasurer, Meditrust, 197 First Avenue,
  Needham Heights, Massachusetts 02194, telephone (617) 433-6000.
  
                                  LEGAL MATTERS
  
       The validity of the Shares offered hereby will be passed upon for the
  Company by its counsel, Nutter, McClennen & Fish, LLP, One International Place,
  Boston, Massachusetts 02110.
  
                                     EXPERTS
  
       The consolidated balance sheets of the Company as of December 31, 1995 and
  1994 and the related consolidated statements of income, changes in
  shareholders' equity and cash flows for each of the three years in the period
  ended December 31, 1995, and the financial statement schedules incorporated by
  reference in this Prospectus and elsewhere in the Registration Statement, have
  been audited by Coopers & Lybrand L.L.P., independent accountants, as indicated
  in their report with respect thereto, and are incorporated by reference herein
  in reliance upon the authority of said firm as experts in accounting and
  auditing.  Any financial statements and schedules hereafter incorporated by
  reference in the registration statement of which this Prospectus is a part that
  have been audited and are the subject of a report by independent accountants
  will be so incorporated by reference in reliance upon such reports and upon the
  authority of such firms as experts in accounting and auditing to the extent
  covered by consents filed with the Commission.
  
                                       -4-
  7
                                FURTHER INFORMATION
  
    As noted above, this Prospectus constitutes a part of a Registration
  Statement filed by the Company with the Commission pursuant to the Act.  This
  Prospectus does not contain all the information set forth in the Registration
  Statement, certain portions of which have been omitted pursuant to the Rules
  and Regulations of the Commission and reference is made hereby to the
  Registration Statement and to the exhibits relating thereto for further
  information with respect to the Company and the Shares to which this Prospectus
  relates.  Statements herein contained concerning the provisions of any document
  are not necessarily complete and, in each instance, reference is hereby made to
  the copy of such document filed as an exhibit to the Registration Statement.
  Each such statement is qualified in its entirety by such reference.
  
    THE DECLARATION OF TRUST ESTABLISHING THE COMPANY, DATED AUGUST 6,
  1985, AS AMENDED (THE "DECLARATION"),  A COPY OF WHICH IS DULY FILED IN THE
  OFFICE OF THE SECRETARY OF STATE OF THE COMMONWEALTH OF MASSACHUSETTS, PROVIDES
  THAT THE NAME "MEDITRUST" REFERS TO THE TRUSTEES UNDER THE DECLARATION
  COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY; AND THAT NO
  TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF THE COMPANY SHALL BE HELD
  TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR
  CLAIM AGAINST, THE COMPANY. ALL PERSONS DEALING WITH THE COMPANY, IN ANY WAY,
  SHALL LOOK ONLY TO THE ASSETS OF THE COMPANY FOR THE PAYMENT OF ANY SUM OR THE
  PERFORMANCE OF ANY OBLIGATION.
  
                                       -5-
  8
  
                                   APPENDIX A
  Shares           Shares Which
  Name and                              Beneficially           May Be
  Positions                             Owned(1)(2)          Offered (3)
  ---------                             ------------        ------------
  Abraham D. Gosman (4)                   742,211              231,353
  Chairman and Chief Executive Officer
  
  David F. Benson                           6,818               75,706
  President and Trustee
  
  Edward W. Brooke                         52,614               60,000
  Trustee
  
  Robert Cataldo                            6,500               60,000
  Trustee
  
  Philip L. Lowe                            3,000               60,000
  Trustee
  
  Thomas J. Magovern                        7,250               40,072
  Trustee
  
  Gerald Tsai, Jr.                          8,000               60,000
  Trustee
  
  Frederick W. Zuckerman                    5,000               40,072
  Trustee
  
  Lisa P. McAlister                         1,289               40,000
  Chief Financial Officer and Treasurer
  
  Michael F. Bushee                         5,286               40,000
  Chief Operating Officer
  
  Michael S. Benjamin                       3,913               40,000
  Senior Vice President,
  Secretary and General Counsel
  
  Stephen H. Press                            243               35,000
  Vice President
  ------------
  
  (1) As of February 13, 1996.
  
  (2) Includes Shares owned beneficially by spouses, minor children and 
      relatives living in the named person's home and trusts for their benefit; 
      the named persons disclaim any beneficial interest in such Shares.
  
  (3) Represents Shares subject to Options granted under the Plan.
  
  (4) Upon completion of the offering, Mr. Gosman will own approximately 1.5% 
      of the total Shares currently outstanding.
  -6-
  9
  
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 8.  Exhibits
  
  The following is a list of exhibits filed as part of this Registration Statement (numbering
  corresponds to numbering in Item 601 of Regulation S-K).
  Exhibit        
    No.          Description
  -------        -----------
  5        Opinion letter of Nutter, McClennen & Fish, LLP
  
  23.1      Consent of Nutter, McClennen & Fish, LLP (included in Exhibit 5)
  
  23.2      Consent of Coopers & Lybrand L.L.P.
  Item 9.  Undertakings.
  
  (a)  The undersigned registrant hereby undertakes:
  
       (1)  To file, during any period in which offers or sales are being
            made, a post-effective amendment to this registration statement:
  
            (i)    To include any prospectus required by Section 10(a)(3)
                   of the Securities Act of 1933;
  
            (ii)   To reflect in the prospectus any facts or events arising
                   after the effective date of this registration statement
                   (or the most recent post-effective amendment thereof) which,
                   individually or in the aggregate, represent a fundamental 
                   change in the information set forth in this registration 
                   statement; and
  
            (iii)  To include any material information with respect to
                   the plan of distribution not previously disclosed in this
                   registration statement or any material change to such
                   information in this registration statement;
  
            provided, however, that subparagraphs (i) and (ii) do not apply if
            the registration statement is on Form S-3 or Form S-8, and the
            information required to be included in a post-effective amendment by
            those paragraphs is contained in periodic reports filed by the
            registrant pursuant to Section 13 or Section 15(d) of the Securities
            Exchange Act of 1934 that are incorporated by reference in this
            registration statement;
  
                                      II-1
  10
  
       (2)  That, for the purpose of determining any liability under the
            Securities Act of 1933, each such post-effective amendment shall be
            deemed to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof; and
  
       (3)  To remove from registration by means of a post-effective
            amendment any of the securities being registered which remain unsold
            at the termination of the offering.
  
  (b)   The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in this
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
  (c)  Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to trustees, officers and controlling persons of
  the registrant pursuant to the provisions of the registrant's Restated
  Declaration of Trust, as amended, By-laws, as amended, the agreements described
  under Item 15 of this Registration Statement or otherwise, the registrant has
  been advised that, in the opinion of the Securities and Exchange Commission,
  such indemnification is against public policy as expressed in the Securities
  Act of 1933 and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or a controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy, as expressed in the
  Securities Act of 1933, and will be governed by the final adjudication of such
  issue.
  
                                      II-2
  11
  
                                   SIGNATURES
  
     Pursuant to the requirements of the Securities Act of 1933, the registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of West Palm Beach, State of Florida on February  16,
  1996.
  
                         MEDITRUST
  
                         By:  /s/ Abraham D. Gosman
                            ---------------------------------------
                              Abraham D. Gosman, Chairman of
                              the Board and Chief Executive Officer
  
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
  registration statement has been signed below by the following persons on behalf
  of the registrant in the capacities and on the dates indicated.
  
    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
  below constitutes and appoints Abraham D. Gosman, David F. Benson, Michael S.
  Benjamin, Michael J. Bohnen and Paul R. Eklund, and each of them singly, his
  attorneys-in-fact and agents, each with full power of substitution, for him in
  any and all capacities, to sign this registration statement and any amendments
  hereto, and to file the same, with exhibits thereto, and other documents in
  connection therewith, with the Securities and Exchange Commission and any other
  regulatory authority or body, granting unto each said attorney-in-fact and
  agent full power and authority to do and perform each and every act and thing
  requisite and necessary to be done in connection with this registration
  statement, as fully as he might or could do in person, hereby ratifying and
  confirming all that each said attorney-in-fact and agent, or his substitute or
  substitutes, may do or cause to be done by virtue hereof.
  Signature                            Title                     Date
  ---------                            -----                     ----
  /s/ Abraham D. Gosman                Chairman of the           February 16, 1996
  --------------------------------     Board and Chief
  Abraham D. Gosman                    Executive Officer
  (Principal Executive Officer)        
  
  /s/ Lisa P. McAlister                Chief Financial Officer   February 16, 1996
  --------------------------------     and Treasurer
  Lisa P. McAlister (Principal         
   Financial and Accounting Officer)
  II-3
  12
  /s/ David F. Benson
  --------------------------------     President                 February 16, 1996
  David F. Benson                      and Trustee
  
  /s/ Edward W. Brooke                 Trustee                   February 16, 1996
  --------------------------------     
  Edward W. Brooke
  
  /s/ Robert Cataldo                   Trustee                   February 16, 1996
  --------------------------------     
  Robert Cataldo
  
  /s/ Philip L. Lowe                   Trustee                   February 16, 1996
  --------------------------------     
  Philip L. Lowe
                                       
  --------------------------------     Trustee                   February   , 1996
  Thomas J. Magovern
  
  --------------------------------                               February   , 1996
  Gerald Tsai, Jr.
  
  /s/ F. W. Zuckerman                  Trustee                   February 16, 1996
  --------------------------------     
  Frederick W. Zuckerman
  II-4