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                               July 14, 2023

       Christopher J. Bilotto
       President and Chief Operating Officer
       Office Properties Income Trust
       Two Newton Place
       255 Washington Street, Suite 300
       Newton, MA 02458

                                                        Re: Office Properties
Income Trust
                                                            Amendment No. 3 to
Registration Statement on Form S-4
                                                            Filed July 7, 2023
                                                            File No. 333-272105

       Dear Christopher J. Bilotto:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our July
6, 2023 letter.

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

       The fairness opinions delivered prior to the entry into the Merger
Agreement . . ., page 37

   1.                                                   We note the addition of
this risk factor in response to prior comment 12, including the
                                                        statement that the
market prices of OPI and DHC common shares and other factors "may
                                                        have altered the value"
of OPI and DHC common shares since April 10. Please revise to
                                                        disclose the alteration
in the value of the shares since April 10, including the impact on the
                                                        value of the Merger
Consideration.
 Christopher J. Bilotto
FirstName  LastNameChristopher
Office Properties Income Trust J. Bilotto
Comapany
July       NameOffice Properties Income Trust
     14, 2023
July 14,
Page  2 2023 Page 2
FirstName LastName
Background of the Merger, page 83

2.       We note your disclosure on page 100 in response to prior comment 5
regarding OPI's
         determination to announce the reduction in its dividend in connection
with the
         announcement of a transaction with DHC. Please clarify whether
"further revision" refers
         to the dividend or the terms of the merger agreement under
negotiation.
Unaudited Prospective Financial Information of OPI, page 146

3.       We note your response to prior comment 6, including the items as to
which OPI made
         assumptions in the preparation of its projections. Please revise
disclosure in this section to
         describe the actual material assumptions and any material quantitative
information
         relating thereto, including, for example, assumptions regarding trends
or uncertainties in
         the items identified (inflation, leasing activity, and tenant
retention) and other items listed
         on page 150.
Unaudited Prospective Financial Information of DHC, page 150

4.       We note your response to prior comments 6 and 7, including the items
as to which DHC
         made assumptions in the preparation of its projections. Please revise
disclosure in this
         section to describe the actual material assumptions and any material
quantitative
         information relating thereto, including, for example, assumptions
regarding trends and
         uncertainties in the items identified (inflation, leasing activity,
tenant
         retention, improvement in the SHOP segment, and the assumed level of
capital
         expenditures) and other items listed on page 154.
       You may contact Isabel Rivera at (202) 551-3518 or Pamela Long at (202)
551-3765 with
any questions.



                                                                 Sincerely,

                                                                 Division of
Corporation Finance
                                                                 Office of Real
Estate & Construction
cc:      Mark A. Stagliano