content: <PAGE>   1
  
               AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                               ON JANUARY 20, 1995
                                                           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)
                                         
                              1988 STOCK OPTION 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
                              ONE INTERNATIONAL PLACE
                               BOSTON, MA 02110-2699
                                  (617) 439-2000
                                         
  <TABLE>
                                   CALCULATION OF REGISTRATION FEE
  
  <CAPTION>
  - ----------------------------------------------------------------------------------------------------
  TITLE OF EACH        AMOUNT TO BE         PROPOSED MAXIMUM     PROPOSED MAXIMUM     AMOUNT OF
  CLASS OF             REGISTERED (1)       OFFERING PRICE       AGGREGATE            REGISTRATION FEE
  SECURITIES BEING                          PER UNIT (2)         OFFERING PRICE       (2)
  REGISTERED                                                     (2)
  - ----------------------------------------------------------------------------------------------------
  <S>                    <C>                   <C>               <C>                  <C>
  SHARES OF                                          
  BENEFICIAL             62,234 SHARES         $30.625           $1,905,916.25        $657.21           
  INTEREST,                                                                 
  WITHOUT PAR VALUE
  - ----------------------------------------------------------------------------------------------------
  
  <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 1988 STOCK OPTION 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 JANUARY 17, 1995.
  
  </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. 33-25072) RELATING
  TO THE REGISTRANT'S 1988 STOCK OPTION 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>   2
  
  PROSPECTUS
                                     MEDITRUST
                                         
                              1988 STOCK OPTION PLAN
                                         
                       848,277 SHARES OF BENEFICIAL INTEREST
  
                                 ------------------------
  
          This Prospectus relates to 848,277 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 1988 Stock
  Option 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 JANUARY 20, 1995.
  
  <PAGE>   3
  
  <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
  
  </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.
  
          Neither the delivery of this Prospectus nor any sale of Shares made
  pursuant hereto
  
  
                                        -2-
  <PAGE>   4
  
  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, psychiatric hospitals, alcohol and substance abuse treatment
  facilities and retirement living 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 subject to stock options
  ("Options") 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 Option granted under the Plan is
  determined by the Stock Option Committee of the Board of Trustees of the Company
  in accordance with the terms of the Plan.  In the case of an incentive stock
  option, such price shall be not less than the fair market value, as determined
  in good faith by the Stock Option Committee, of the Shares on the date the
  Option is granted.   The number of Options 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 Options.  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, 1993; (ii)
  its Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 1994,
  June 30, 1994 and September 30, 1994; (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
  
  
                                        -3-
  <PAGE>   5
  
  such discussion hereof; and (iv) the description of the Company's shares of
  beneficial interest which is contained in its Registration 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,
  Vice President 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, One International Place,
  Boston, Massachusetts 02110.
  
                                      EXPERTS
  
          The consolidated balance sheets of the Company as of December 31, 1993
  and 1992 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, 1993, and the financial statement schedules incorporated by
  reference in this Prospectus and elsewhere in the Registration Statements, 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>   6
  
          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>   7
  
  <TABLE>
                                               APPENDIX A
  
  <CAPTION>
                                                                  Shares                     Shares Which
  Name and                                                        Beneficially               May Be
  Positions                                                       Owned(1)(2)                Offered (3)
  - ---------                                                       ------------               ------------
  <S>                                                             <C>                         <C>
  Abraham D. Gosman                                               710,961                     171,353
  Chairman and Chief Executive Officer
  
  David F. Benson                                                   5,221                      37,559
  President and Trustee
  
  Edward W. Brooke                                                 50,343                      45,000
  Trustee
  
  Hugh L. Carey                                                     5,000                      45,000
  Trustee
  
  Robert Cataldo                                                   14,500                      45,000
  Trustee
  
  Philip L. Lowe                                                    3,000                      45,000
  Trustee
  
  Thomas J. Magovern                                                6,250                      45,000
  Trustee
  
  Gerald Tsai, Jr.                                                  8,000                      34,000
  Trustee
  
  Frederick W. Zuckerman                                            3,500                      45,000
  Trustee
  
  Lisa P. McAlister                                                   367                      17,000
  Vice President and Treasurer
  
  Michael F. Bushee                                                 4,360                      23,500
  Senior Vice President
  
  Michael S. Benjamin                                               2,987                      25,500
  Senior Vice President,
  Secretary and General Counsel
  
  Keith E. Grant                                                    1,500                      20,800
  Controller
  
  - ----------------------
  <FN>                        
  (1)   As of January 2, 1995.
  
  (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.
  
  </TABLE>
  
                                        -6-
  
  <PAGE>   8
  
                                      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               Description
   No.                  -----------
  - -------      
  
   5               Opinion letter of Nutter, McClennen & Fish
  
  23.1             Consent of Nutter, McClennen & Fish (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
  
  <PAGE>   9
  
                   (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>   10
  
                                    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 January 16,
  1995.
  
                                       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            
  - ----------------------------------       Board and Chief 
  Abraham D. Gosman                        Executive Officer          January 16, 1995
  (Principal Executive Officer)            
                                                                      
  /s/ Lisa P. McAlister                    Treasurer and              
  - ----------------------------------       Vice President             
  Lisa P. McAlister  (Principal            
  Financial and Accounting Officer)                                   January 16, 1995
                                                                      
  /s/ David F. Benson                      President                           
  - ----------------------------------       and Trustee
  David F. Benson                                                     January 16, 1995
                                          
  
  </TABLE>
  
                                       II-3
  
  <PAGE>   11
  
  
  <TABLE>
  <S>                                   <C>                   <C>
  /s/ Edward W. Brooke                  Trustee               January 16, 1995
  - --------------------------
  Edward W. Brooke   
                                                              
  - --------------------------            Trustee               January 16, 1995
  Hugh L. Carey      
                                                              
  /s/ Robert Cataldo                    Trustee               January 16, 1995
  - --------------------------
  Robert Cataldo     
                                                              
  /s/ Philip L. Lowe                    Trustee               January 16, 1995
  - --------------------------
  Philip L. Lowe     
                                                              
  /s/ Thomas J. Magovern                Trustee               January 16, 1995
  - --------------------------
  Thomas J. Magovern 
                                                              
  /s/ Gerald Tsai, Jr.                  Trustee               January 16, 1995
  - --------------------------
  Gerald Tsai, Jr.  
                                                              
  /s/ Frederick W. Zuckerman            Trustee               January 16, 1995
  - --------------------------
  Frederick W. Zuckerman    
                                                                      
  </TABLE>
  
                                       II-4
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text: 1
  
               AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                               ON JANUARY 20, 1995
                                                           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)
                                         
                              1988 STOCK OPTION 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
                              ONE INTERNATIONAL PLACE
                               BOSTON, MA 02110-2699
                                  (617) 439-2000
                                         
  
                                   CALCULATION OF REGISTRATION FEE
  - ----------------------------------------------------------------------------------------------------
  TITLE OF EACH        AMOUNT TO BE         PROPOSED MAXIMUM     PROPOSED MAXIMUM     AMOUNT OF
  CLASS OF             REGISTERED (1)       OFFERING PRICE       AGGREGATE            REGISTRATION FEE
  SECURITIES BEING                          PER UNIT (2)         OFFERING PRICE       (2)
  REGISTERED                                                     (2)
  - ----------------------------------------------------------------------------------------------------
  SHARES OF                                          
  BENEFICIAL             62,234 SHARES         $30.625           $1,905,916.25        $657.21           
  INTEREST,                                                                 
  WITHOUT PAR VALUE
  - ----------------------------------------------------------------------------------------------------
  (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 1988 STOCK OPTION 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 JANUARY 17, 1995.
  ------------------------
  
          IN ACCORDANCE WITH GENERAL INSTRUCTION E TO FORM S-8, THE CONTENTS OF
  THE REGISTRANT'S REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 33-25072) RELATING
  TO THE REGISTRANT'S 1988 STOCK OPTION 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.
  2
  
  PROSPECTUS
                                     MEDITRUST
                                         
                              1988 STOCK OPTION PLAN
                                         
                       848,277 SHARES OF BENEFICIAL INTEREST
  
                                 ------------------------
  
          This Prospectus relates to 848,277 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 1988 Stock
  Option 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 JANUARY 20, 1995.
  3
  
                                            TABLE OF CONTENTS
  Page
                                                                                                        ----
  Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2
  Meditrust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3
  Selling Shareholders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3
  Documents Incorporated by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3
  Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4
  Experts   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4
  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.
  
          Neither the delivery of this Prospectus nor any sale of Shares made
  pursuant hereto
  
                                        -2-
  4
  
  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, psychiatric hospitals, alcohol and substance abuse treatment
  facilities and retirement living 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 subject to stock options
  ("Options") 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 Option granted under the Plan is
  determined by the Stock Option Committee of the Board of Trustees of the Company
  in accordance with the terms of the Plan.  In the case of an incentive stock
  option, such price shall be not less than the fair market value, as determined
  in good faith by the Stock Option Committee, of the Shares on the date the
  Option is granted.   The number of Options 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 Options.  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, 1993; (ii)
  its Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 1994,
  June 30, 1994 and September 30, 1994; (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
  
                                        -3-
  5
  
  such discussion hereof; and (iv) the description of the Company's shares of
  beneficial interest which is contained in its Registration 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,
  Vice President 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, One International Place,
  Boston, Massachusetts 02110.
  
                                      EXPERTS
  
          The consolidated balance sheets of the Company as of December 31, 1993
  and 1992 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, 1993, and the financial statement schedules incorporated by
  reference in this Prospectus and elsewhere in the Registration Statements, 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-
  6
  
          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-
  7
  
                                               APPENDIX A
  Shares                     Shares Which
  Name and                                                        Beneficially               May Be
  Positions                                                       Owned(1)(2)                Offered (3)
  - ---------                                                       ------------               ------------
  Abraham D. Gosman                                               710,961                     171,353
  Chairman and Chief Executive Officer
  
  David F. Benson                                                   5,221                      37,559
  President and Trustee
  
  Edward W. Brooke                                                 50,343                      45,000
  Trustee
  
  Hugh L. Carey                                                     5,000                      45,000
  Trustee
  
  Robert Cataldo                                                   14,500                      45,000
  Trustee
  
  Philip L. Lowe                                                    3,000                      45,000
  Trustee
  
  Thomas J. Magovern                                                6,250                      45,000
  Trustee
  
  Gerald Tsai, Jr.                                                  8,000                      34,000
  Trustee
  
  Frederick W. Zuckerman                                            3,500                      45,000
  Trustee
  
  Lisa P. McAlister                                                   367                      17,000
  Vice President and Treasurer
  
  Michael F. Bushee                                                 4,360                      23,500
  Senior Vice President
  
  Michael S. Benjamin                                               2,987                      25,500
  Senior Vice President,
  Secretary and General Counsel
  
  Keith E. Grant                                                    1,500                      20,800
  Controller
  
  - ----------------------
  (1)   As of January 2, 1995.
  
  (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.
  -6-
  8
  
                                      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               Description
   No.                  -----------
  - -------      
  
   5               Opinion letter of Nutter, McClennen & Fish
  
  23.1             Consent of Nutter, McClennen & Fish (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
  9
  
                   (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
  10
  
                                    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 January 16,
  1995.
  
                                       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            
  - ----------------------------------       Board and Chief 
  Abraham D. Gosman                        Executive Officer          January 16, 1995
  (Principal Executive Officer)            
                                                                      
  /s/ Lisa P. McAlister                    Treasurer and              
  - ----------------------------------       Vice President             
  Lisa P. McAlister  (Principal            
  Financial and Accounting Officer)                                   January 16, 1995
                                                                      
  /s/ David F. Benson                      President                           
  - ----------------------------------       and Trustee
  David F. Benson                                                     January 16, 1995
  II-3
  11
  /s/ Edward W. Brooke                  Trustee               January 16, 1995
  - --------------------------
  Edward W. Brooke   
                                                              
  - --------------------------            Trustee               January 16, 1995
  Hugh L. Carey      
                                                              
  /s/ Robert Cataldo                    Trustee               January 16, 1995
  - --------------------------
  Robert Cataldo     
                                                              
  /s/ Philip L. Lowe                    Trustee               January 16, 1995
  - --------------------------
  Philip L. Lowe     
                                                              
  /s/ Thomas J. Magovern                Trustee               January 16, 1995
  - --------------------------
  Thomas J. Magovern 
                                                              
  /s/ Gerald Tsai, Jr.                  Trustee               January 16, 1995
  - --------------------------
  Gerald Tsai, Jr.  
                                                              
  /s/ Frederick W. Zuckerman            Trustee               January 16, 1995
  - --------------------------
  Frederick W. Zuckerman
  II-4