content: <PAGE>   1
                AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                                  ON MARCH 25, 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)
  
                AGREEMENT DATED AS OF MARCH 8, 1996 BETWEEN MEDITRUST
                                 AND ROBERT CATALDO
                              (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 EACH CLASS     AMOUNT TO BE           PROPOSED               PROPOSED               AMOUNT OF
  OF SECURITIES BEING     REGISTERED             MAXIMUM OFFERING       MAXIMUM                REGISTRATION FEE
  REGISTERED                                     PRICE PER UNIT (1)     AGGREGATE OFFERING     (1)
                                                                        PRICE (1)
  -------------------------------------------------------------------------------------------------------------
  <S>                     <C>                       <C>                    <C>                     <C>   
  SHARES OF
  BENEFICIAL INTEREST,    7,435 SHARES              $33.625                $250,001.875            $86.21
  WITHOUT PAR VALUE
  
  =============================================================================================================
  <FN>
  
  (1)    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 CLOSING PRICE REPORTED FOR SHARES OF BENEFICIAL INTEREST ON THE
         NEW YORK STOCK EXCHANGE COMPOSITE TAPE ON MARCH 8, 1996, WHICH IS THE
         DATE ON WHICH MR. CATALDO BECAME ENTITLED TO THE 7,435 SHARES REGISTERED
         HEREBY UNDER THE AGREEMENT DATED AS OF MARCH 8, 1996 BETWEEN MEDITRUST
         AND MR. CATALDO.
  
  </TABLE>
  
  <PAGE>   3
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
           ---------------------------------------
  
      Meditrust (the "Company") hereby incorporates by reference in this
  Registration Statement the following documents and information heretofore filed
  with the Securities and Exchange Commission (the "Commission"):
  
      (a) The Company's Annual Report on Form 10-K for the fiscal year ended
  December 31, 1995 and Amendment No.1 thereto dated February 29, 1996, filed
  pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act");
  
      (b) The Company Current Report on Form 8-K dated January 29, 1996;
  
      (c) The description of the Company's shares of beneficial interest contained
  in the Company's Registration Statement on Form 8-A, dated March 4, 1992, as
  amended, pursuant to Section 12 of the Exchange Act.
  
      (d) 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, as amended by the Company's Form 8-K/A dated March 20,
  1996, and any other amendment or report filed for the purpose of updating such
  discussion.
  
      All documents subsequently filed by the Company with the Commission pursuant
  to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
  termination of the offering of the securities registered hereunder, shall be
  deemed to be incorporated by reference in this Registration Statement and to be
  a part hereof from the date of filing such documents. Any statement contained in
  a document incorporated or deemed to be incorporated by reference herein shall
  be deemed to be modified or superseded for purposes of this Registration
  Statement to the extent that any other subsequently filed document which also is
  incorporated or 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
  Registration Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
           -------------------------
  
      Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
           --------------------------------------
  
      Not applicable.
  
  <PAGE>   4
  
  
  
  ITEM 6.  INDEMNIFICATION OF TRUSTEES AND OFFICERS.
           ----------------------------------------
  
      The Declaration of Trust of the Company provides for indemnification of the
  trustees and officers of the Company against expense or liability in any action
  arising out of such persons' activities on behalf of the Company, except to the
  extent arising from such persons' misconduct or negligence.
  
      The Company currently maintains director and officer liability insurance
  which protects its trustees and officers against certain liabilities incurred in
  serving in such capacities with specific exceptions.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION.
           ---------------------------
  
      Not applicable.
  
  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                Description
   No.                   -----------
  -------
  
  <S>      <C>                                                                       
  4.1      Restated Declaration of Trust, as amended, incorporated by reference to
           Exhibit 3.1 to the Company's Current Report on Form 8-K dated July 21,
           1994
  
  4.2      By-laws, as amended, incorporated by reference to Exhibit 3.2 to the
           Company's Annual Report on Form 10-K for the year ended December 31,
           1992
  
  5        Opinion letter of Nutter, McClennen & Fish, LLP
  
  10       Agreement dated as of March 8, 1996 between the Company and Robert
           Cataldo
  
  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:
  
  
                                         II-2
  
  <PAGE>   5
  
  
  
                                    (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 the
                             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 the registration
                             statement; and
  
                                  (iii) To include any material information with
                             respect to the plan of distribution not previously
                             disclosed in the registration statement or any
                             material change to such information in the
                             registration statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 the
  registration statement.
  
                             (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.
  
                             (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 the
  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) The undersigned registrant hereby undertakes to deliver or
  cause to be delivered with the prospectus, to each person to whom the prospectus
  is sent or given, the latest annual report to security holders that is
  incorporated by reference in the prospectus and furnished pursuant to and
  meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
  Exchange Act of 1934; and, where interim financial information required to be
  presented by Article 3 of Regulation S-X is not set forth in the prospectus, to
  deliver, or cause to be delivered to each person to whom the prospectus is sent
  or given, the latest quarterly report that is specifically incorporated by
  reference in the prospectus to provide such interim financial information.
  
                                         II-3
  
  <PAGE>   6
  
  
  
                    (d) 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 and By-laws, 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
  Act 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 trustee, officer or a controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such trustee, 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 Act, and
  will be governed by the final adjudication of such issue.
  
  
  
                                        II-4
  
  <PAGE>   7
  
  
  
                                     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 Town of Needham, Commonwealth of Massachusetts as of March
  22, 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 as of the dates indicated.
  
  <TABLE>
      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.
  <CAPTION>
  
  
  Signature                                          Title                                   Date
  ---------                                          -----                                   ----
  
  <S>                                                <C>                                  <C> 
  /s/ Abraham D. Gosman                              Chairman of the                      March 22, 1996
  ------------------------------------               Board and Chief    
  Abraham D. Gosman                                  Executive Officer  
  (Principal Executive Officer)                      
  
  /s/ Lisa P. McAlister                              Chief Financial Officer              March 22, 1996
  ------------------------------------               and Treasurer
  Lisa P. McAlister  (Principal                      
   Financial and Accounting Officer)
  
  /s/ David F. Benson                                President                            March 22, 1996
  ------------------------------------               and Trustee                                        
  David F. Benson                                    
  </TABLE>
  
  
  
                                        II-5
  
  <PAGE>   8
  
  <TABLE>
  <CAPTION>
  <S>                                                <C>                                  <C> 
  
  /s/ Edward W. Brooke                               Trustee                              March 22, 1996
  ------------------------------------
  Edward W. Brooke
  
  /s/ Robert Cataldo                                 Trustee                              March 22, 1996
  ------------------------------------
  Robert Cataldo
  
  ____________________________________               Trustee                              March __, 1996
  Philip L. Lowe
  
  ____________________________________               Trustee                              March __, 1996
  Thomas J. Magovern
  
  /s/ Gerald Tsai, Jr.                               Trustee                              March 22, 1996
  ------------------------------------
  Gerald Tsai, Jr.
  
  ____________________________________               Trustee                              March __, 1996
  Frederick W. Zuckerman
  </TABLE>
  
  
  
                                        II-6
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "MEDITRUST", "secsgml_size_bytes": 17251}]
metadata_filer: {"company-data": {"conformed-name": "MEDITRUST", "cik": "0000774350", "assigned-sic": "6798", "irs-number": "046532031", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-01935", "film-number": "96537992"}, "business-address": {"street1": "197 FIRST AVE", "city": "NEEDHAM", "state": "MA", "zip": "02194", "phone": "6174336000"}, "mail-address": {"street1": "197 FIRST AVENUE", "city": "NEEDHAM", "state": "MA", "zip": "02194"}}
text: 1
                AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                                  ON MARCH 25, 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)
  
                AGREEMENT DATED AS OF MARCH 8, 1996 BETWEEN MEDITRUST
                                 AND ROBERT CATALDO
                              (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 EACH CLASS     AMOUNT TO BE           PROPOSED               PROPOSED               AMOUNT OF
  OF SECURITIES BEING     REGISTERED             MAXIMUM OFFERING       MAXIMUM                REGISTRATION FEE
  REGISTERED                                     PRICE PER UNIT (1)     AGGREGATE OFFERING     (1)
                                                                        PRICE (1)
  -------------------------------------------------------------------------------------------------------------
  SHARES OF
  BENEFICIAL INTEREST,    7,435 SHARES              $33.625                $250,001.875            $86.21
  WITHOUT PAR VALUE
  
  =============================================================================================================
  (1)    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 CLOSING PRICE REPORTED FOR SHARES OF BENEFICIAL INTEREST ON THE
         NEW YORK STOCK EXCHANGE COMPOSITE TAPE ON MARCH 8, 1996, WHICH IS THE
         DATE ON WHICH MR. CATALDO BECAME ENTITLED TO THE 7,435 SHARES REGISTERED
         HEREBY UNDER THE AGREEMENT DATED AS OF MARCH 8, 1996 BETWEEN MEDITRUST
         AND MR. CATALDO.
  3
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
           ---------------------------------------
  
      Meditrust (the "Company") hereby incorporates by reference in this
  Registration Statement the following documents and information heretofore filed
  with the Securities and Exchange Commission (the "Commission"):
  
      (a) The Company's Annual Report on Form 10-K for the fiscal year ended
  December 31, 1995 and Amendment No.1 thereto dated February 29, 1996, filed
  pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act");
  
      (b) The Company Current Report on Form 8-K dated January 29, 1996;
  
      (c) The description of the Company's shares of beneficial interest contained
  in the Company's Registration Statement on Form 8-A, dated March 4, 1992, as
  amended, pursuant to Section 12 of the Exchange Act.
  
      (d) 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, as amended by the Company's Form 8-K/A dated March 20,
  1996, and any other amendment or report filed for the purpose of updating such
  discussion.
  
      All documents subsequently filed by the Company with the Commission pursuant
  to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
  termination of the offering of the securities registered hereunder, shall be
  deemed to be incorporated by reference in this Registration Statement and to be
  a part hereof from the date of filing such documents. Any statement contained in
  a document incorporated or deemed to be incorporated by reference herein shall
  be deemed to be modified or superseded for purposes of this Registration
  Statement to the extent that any other subsequently filed document which also is
  incorporated or 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
  Registration Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
           -------------------------
  
      Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
           --------------------------------------
  
      Not applicable.
  4
  
  ITEM 6.  INDEMNIFICATION OF TRUSTEES AND OFFICERS.
           ----------------------------------------
  
      The Declaration of Trust of the Company provides for indemnification of the
  trustees and officers of the Company against expense or liability in any action
  arising out of such persons' activities on behalf of the Company, except to the
  extent arising from such persons' misconduct or negligence.
  
      The Company currently maintains director and officer liability insurance
  which protects its trustees and officers against certain liabilities incurred in
  serving in such capacities with specific exceptions.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION.
           ---------------------------
  
      Not applicable.
  
  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.                   -----------
  -------
  4.1      Restated Declaration of Trust, as amended, incorporated by reference to
           Exhibit 3.1 to the Company's Current Report on Form 8-K dated July 21,
           1994
  
  4.2      By-laws, as amended, incorporated by reference to Exhibit 3.2 to the
           Company's Annual Report on Form 10-K for the year ended December 31,
           1992
  
  5        Opinion letter of Nutter, McClennen & Fish, LLP
  
  10       Agreement dated as of March 8, 1996 between the Company and Robert
           Cataldo
  
  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:
  
                                         II-2
  5
  
                                    (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 the
                             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 the registration
                             statement; and
  
                                  (iii) To include any material information with
                             respect to the plan of distribution not previously
                             disclosed in the registration statement or any
                             material change to such information in the
                             registration statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 the
  registration statement.
  
                             (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.
  
                             (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 the
  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) The undersigned registrant hereby undertakes to deliver or
  cause to be delivered with the prospectus, to each person to whom the prospectus
  is sent or given, the latest annual report to security holders that is
  incorporated by reference in the prospectus and furnished pursuant to and
  meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
  Exchange Act of 1934; and, where interim financial information required to be
  presented by Article 3 of Regulation S-X is not set forth in the prospectus, to
  deliver, or cause to be delivered to each person to whom the prospectus is sent
  or given, the latest quarterly report that is specifically incorporated by
  reference in the prospectus to provide such interim financial information.
  
                                         II-3
  6
  
                    (d) 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 and By-laws, 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
  Act 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 trustee, officer or a controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such trustee, 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 Act, and
  will be governed by the final adjudication of such issue.
  
                                        II-4
  7
  
                                     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 Town of Needham, Commonwealth of Massachusetts as of March
  22, 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 as of 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                      March 22, 1996
  ------------------------------------               Board and Chief    
  Abraham D. Gosman                                  Executive Officer  
  (Principal Executive Officer)                      
  
  /s/ Lisa P. McAlister                              Chief Financial Officer              March 22, 1996
  ------------------------------------               and Treasurer
  Lisa P. McAlister  (Principal                      
   Financial and Accounting Officer)
  
  /s/ David F. Benson                                President                            March 22, 1996
  ------------------------------------               and Trustee                                        
  David F. Benson
  II-5
  8
  /s/ Edward W. Brooke                               Trustee                              March 22, 1996
  ------------------------------------
  Edward W. Brooke
  
  /s/ Robert Cataldo                                 Trustee                              March 22, 1996
  ------------------------------------
  Robert Cataldo
  
  ____________________________________               Trustee                              March __, 1996
  Philip L. Lowe
  
  ____________________________________               Trustee                              March __, 1996
  Thomas J. Magovern
  
  /s/ Gerald Tsai, Jr.                               Trustee                              March 22, 1996
  ------------------------------------
  Gerald Tsai, Jr.
  
  ____________________________________               Trustee                              March __, 1996
  Frederick W. Zuckerman
  II-6