United States
Securities And Exchange Commission

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 8, 2005 (July 7, 2005)

Medical Properties Trust, Inc.

(205) 969-3755
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing in intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Item 1.01. Entry Into A Material Definitive Agreement.

     On July 7, 2005, Medical Properties Trust, Inc. (the “Company”) and MPT Operating Partnership L.P. (the “Operating Partnership”) entered into an underwriting agreement (the “Underwriting Agreement”) with an underwriting syndicate led by Friedman, Billings, Ramsey & Co., Inc. and J.P. Morgan Securities Inc. (the “Underwriters”) in connection with the sale of 12,066,823 shares of the Company’s common stock, par value $0.001 per share (the “Underwritten Shares”), to the Underwriters in connection with the public offering of these securities. Pursuant to the Underwriting Agreement, the Underwriters have agreed to purchase the Underwritten Shares at a price of $9.765 per share (representing a public offering price of $10.50 less an underwriting discount of $0.735 per share). The Company has granted to the Underwriters an option to purchase up to 1,810,023 additional shares of common stock (collectively with the “Underwritten Shares,” the “Shares”) to cover over-allotments, if any. The Underwriting Agreement contains customary representations and warranties by the Company and the Operating Partnership. In addition, the Underwriting Agreement contains customary indemnification and contribution provisions whereby the Company, the Operating Partnership and the Underwriters have agreed to indemnify each other against certain liabilities. The Shares have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s Registration Statement on Form S-11 (File No. 333-119957) originally filed with the Securities and Exchange Commission on October 26, 2004.

Item 9.01. Financial Statements and Exhibits.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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