Edgar Filing: BOSTON PROPERTIES INC

As filed with the Securities and Exchange Commission on March 4, 2002
Registration Statement No. 333-82498

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT
NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BOSTON PROPERTIES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 04-2473675
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
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111 Huntington Avenue, Suite 300
Boston, Massachusetts 02199-7610
(617) 236-3300

(Address, including zip code and telephone number, including area code, of
Registrant's principal executive offices)

Mortimer B. Zuckerman, Chairman
Edward H. Linde, President and Chief Executive Officer
BOSTON PROPERTIES, INC.
111 Huntington Avenue, Suite 300
Boston Massachusetts 02199-7610
(617) 236-3300
(Name, address, including zip code, and telephone number, including area
code of agent for service)

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Copy to:

GILBERT G. MENNA, P.C.
ETTORE A. SANTUCCI, P.C.
Goodwin Procter LLP
Exchange Place
Boston, Massachusetts 02109
(617) 570-1000

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Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. __

If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. X

If this Form is used to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. __

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. __

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. __

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.

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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ The information in this prospectus is not complete and may be changed. These +
+ securities may not be sold until the registration statement filed with the +
+ Securities and Exchange Commission is effective. This prospectus is not an +
+ offer to sell these securities and it is not soliciting an offer to buy +
+ these securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

Subject to Completion. Dated March 4, 2002.

Prospectus
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650,876 Shares of Common Stock

BOSTON PROPERTIES, INC.

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This prospectus relates to the possible issuance of up to an aggregate of
650,876 shares of common stock of Boston Properties, Inc. to holders of common
units of limited partnership interest in Boston Properties Limited Partnership,
our operating partnership, and any of their pledgees, donees, transferees or
other successors in interest, which common units are issuable upon conversion of
Series Z preferred units of limited partnership interest in Boston Properties
Limited Partnership in accordance with the terms and conditions set forth in the
limited partnership agreement of Boston Properties Limited Partnership. We may
only offer the common stock if the holders of these common units present them
for redemption and we exercise our right to issue common stock to them instead
of cash. We are filing the registration statement of which this prospectus is a
part at this time to fulfill a contractual obligation to do so, which we
undertook at the time of the original issuance of the Series Z preferred units.
We will not receive any cash proceeds from the sale of the common stock , but,
will acquire additional common units of Boston Properties Limited Partnership in
exchange for any shares of our common stock we may issue pursuant to this
Prospectus. In fulfillment of our contractual obligations, we are bearing the
expenses of registration.

Our common stock is listed on the New York Stock Exchange under the symbol
"BXP."

See "Risk Factors" beginning on page 4 for certain factors you should
consider before you invest in our common stock.

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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. It is illegal for any person to tell
you otherwise.

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The date of this prospectus is [_].

PROSPECTUS SUMMARY

This summary only highlights the more detailed information appearing
elsewhere in this prospectus or incorporated herein by reference. As this is a
summary, it may not contain all information that is important to you. You should
read this entire prospectus carefully before deciding whether to invest in our
common stock.

Unless the context otherwise requires, all references to "we," "us" or "our
company" in this prospectus refer collectively to Boston Properties, Inc., a
Delaware corporation, and its subsidiaries, including Boston Properties Limited
Partnership, a Delaware limited partnership, and their respective predecessor
entities for the applicable periods, considered as a single enterprise.

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About Boston Properties, Inc.

We are a fully-integrated, self-administered and self-managed real estate
investment trust or "REIT" and one of the largest owners and developers of
office properties in the United States. We conduct substantially all our
business through our affiliate, Boston Properties Limited Partnership, in which
we are the sole general partner and hold a controlling economic interest.

Our properties are concentrated in four core markets--Boston, midtown
Manhattan, Washington, D.C. and San Francisco. We have full-service offices in
Boston, New York, Washington, D.C., San Francisco and Princeton, New Jersey, and
achieve efficiencies of scale by operating a centralized financial control and
data center at our Boston headquarters that is responsible for operating
budgets, billing and payments for all of our existing and development
properties.

We were formed to succeed to the real estate development, redevelopment,
acquisition, operating and leasing businesses associated with a predecessor
company founded by Messrs. Mortimer B. Zuckerman and Edward H. Linde in 1970. We
believe that we have created significant value for our tenants and investors by
developing well located properties that meet the demands of today's office
tenants, redeveloping underperforming assets, and continuously improving the
marketing and management of our assets.

Additional information regarding Boston Properties, including our audited
financial statements and descriptions of Boston Properties, is contained in the
documents incorporated by reference in this prospectus. See "Where You Can Find
More Information" on page 16.

The Offering

This prospectus relates to up to 650,876 shares of our common stock that
may be offered for sale by Boston Properties, Inc. if, and to the extent that,
the holders of common units of Boston Properties Limited Partnership issuable
upon conversion of Series Z preferred units of Boston Properties Limited
Partnership present these common units for redemption, and we exercise our right
to issue common stock to them instead of cash. Boston Properties Limited
Partnership originally issued the Series Z preferred units in connection with
our acquisition on December 11, 2000 of property located in San Jose, California
known as Plaza at Almaden. Under the terms of the limited partnership agreement
of Boston Properties Limited Partnership, Series Z preferred units may be
converted into common units of limited partnership, which common units are not
redeemable until after February 11, 2002. We are registering the common stock
covered by this prospectus in order to fulfill our contractual obligation to do
so, which we undertook at the time of original issuance of the Series Z
preferred units. Registration of the common stock does not necessarily mean that
all or any portion of the common units will be presented for redemption or that
any common stock will be issued should any common units be presented for
redemption.

Pursuant to the limited partnership agreement of Boston Properties Limited
Partnership unitholders may tender their common units of Boston Properties
Limited Partnership for cash equal to the value of an equivalent number of
shares of our common stock. In lieu of delivering cash, however, we may, at our
option, choose to acquire any common units so tendered by issuing common stock
in exchange for the units. The common stock will be exchanged for units on a
one-for-one basis. This one-for-one exchange ratio may be adjusted to prevent
dilution.

We have agreed to bear the expenses of the registration of the common stock
under federal and state securities laws, but we will not receive any cash
proceeds from the sale of any common stock offered under this prospectus.

Tax Status of Boston Properties, Inc.

We have elected to qualify as a real estate investment trust under Sections
856 through 860 of the Internal Revenue Code. As long as we qualify for taxation
as a real estate investment trust, we generally will not be subject to federal
income tax on that portion of our ordinary income and capital gains that is
currently distributed to our stockholders. Even if we qualify for taxation as a
real estate investment trust, we may be subject to state and local taxes on our
income and property and to federal income and excise taxes on our undistributed
income.

RISK FACTORS

Before you present your common units for redemption, which may result in
your receipt of shares of common stock of Boston Properties, Inc., you should be
aware that there are risks in making this change in your investment, including
those described below. You should consider carefully these risk factors together
with all of the information included or incorporated by reference in this
prospectus before you decide to present your common units for redemption. This
section includes or refers to certain forward-looking statements. You should
refer to the explanation of the qualifications and limitations on such
forward-looking statements discussed on page 18.

We may be unable to manage effectively our rapid growth and expansion into new
markets.

We have grown rapidly since our initial public offering in June 1997 and
have entered or significantly expanded our real estate holdings in new markets.
If we do not effectively manage our rapid growth, we may not be able to make
expected distributions to our securityholders and the value of our securities
may decline.

Our performance and value are subject to risks associated with our real estate
assets and with the real estate industry.

Our economic performance and the value of our real estate assets, and
consequently the value of your investment, are subject to the risk that if our
office, industrial, and hotel properties do not generate revenues sufficient to
meet our operating expenses, including debt service and capital expenditures,
our cash flow and ability to pay dividends to you will be adversely affected.
The following factors, among others, may adversely affect the revenues generated
by our office, industrial, and hotel properties:

. downturns in the national, regional and local economic climate;

. competition from other office, industrial, hotel and other commercial
buildings;

. local real estate market conditions, such as oversupply or reduction
in demand for office, industrial, hotel or other commercial space;

. changes in interest rates and availability of financing;

. vacancies or inability to rent spaces on favorable terms;

. increased operating costs, including insurance premiums, utilities,
and real estate taxes;

. civil disturbances, earthquakes and other natural disasters or acts of
God that may result in uninsured or underinsured losses; and

. significant expenditures associated with each investment, such as debt
service payments, real estate taxes, insurance and maintenance costs
are generally not reduced when circumstances cause a reduction in
revenues from a property.

We are dependent upon the economic climates of our four core markets -- Boston,
Washington, D.C., midtown Manhattan and San Francisco.

A majority of our revenues are derived from properties located in our four
core markets-Boston, Washington, D.C., midtown Manhattan and San Francisco. A
downturn in the economies of these core markets, or the impact that a downturn
in the overall national economy may have upon these economies, could result in
reduced demand for office space. Because our portfolio consists primarily of
office buildings (as compared to a more diversified real estate portfolio), a
decrease in demand for office space in turn could adversely affect our results
from operations. Additionally, there are submarkets within our core markets that
are dependent upon a

limited number of industries and a significant downturn in one or more of these
industries could also adversely affect our results from operations.

Our investment in property development may be more costly than anticipated.

We have a significant development pipeline and intend to continue to
develop and substantially renovate office, industrial and hotel properties. Our
current and future development and construction activities may be exposed to the
following risks:

. we may be unable to proceed with the development of properties because
we cannot obtain financing with favorable terms;

. we may incur construction costs for a development project which exceed
our original estimates due to increased materials, labor or other
costs, which could make completion of the project uneconomical because
we may not be able to increase rents to compensate for the increase in
construction costs;

. we may be unable to obtain, or face delays in obtaining, required
zoning, land-use, building, occupancy, and other governmental permits
and authorizations, which could result in increased costs and could
require us to abandon our activities entirely with respect to a
project;

. we may abandon development opportunities after we begin to explore
them and as a result we may fail to recover expenses already incurred;

. we may expend funds on and devote management's time to projects which
we do not complete;

. we may be unable to complete construction and leasing of a property on
schedule, resulting in increased debt service expense and construction
or renovation costs;

. we may lease developed properties at below expected rental rates; and

. occupancy rates and rents at newly completed properties may fluctuate
depending on a number of factors, including market and economic
conditions, and may result in our investment not being profitable.

Our use of joint ventures may limit our flexibility with jointly owned
investments.

We intend to develop and acquire properties in joint ventures with other
persons or entities when circumstances warrant the use of this structure. The
use of a joint venture vehicle creates a risk of a dispute with our joint
venturers and a risk that we will have to acquire a joint venturer's interest in
a development for a price at which or at a time when we would otherwise not
purchase such interest. Our joint venture partners may have different objectives
from us regarding the appropriate timing and pricing of any sale or refinancing
of properties.

In 2000, we entered into a joint venture with the New York State Common
Retirement Fund which has agreed to contribute up to $270 million to acquire and
develop properties with us. During the three-year term of this joint venture,
the New York State Common Retirement Fund has the right to participate in all of
our acquisition opportunities that meet agreed criteria and any development
projects that we choose to pursue with an institutional partner.

We face risks associated with property acquisitions.

Since our initial public offering, we have made large acquisitions of
properties and portfolios of properties. We intend to continue to acquire
properties and portfolios of properties, including large portfolios that could
continue to significantly increase our size and alter our capital structure. Our
acquisition activities and their success may be exposed to the following risks:

. we may be unable to acquire a desired property because of competition
from other well capitalized real estate investors, including both
publicly traded real estate investment trusts and institutional
investment funds;

. even if we enter into an acquisition agreement for a property, it is
usually subject to customary conditions to closing, including
completion of due diligence investigations to our satisfaction;

. even if we are able to acquire a desired property, competition from
other real estate investors may significantly increase the purchase
price;

. we may be unable to finance acquisitions on favorable terms;

. acquired properties may fail to perform as we expected in analyzing
our investments;

. our estimates of the costs of repositioning or redeveloping acquired
properties may be inaccurate;

. acquired properties may be located in new markets where we may face
risks associated with a lack of market knowledge or understanding of
the local economy, lack of business relationships in the area and
unfamiliarity with local governmental and permitting procedures; and

. we may be unable to quickly and efficiently integrate new
acquisitions, particularly acquisitions of portfolios of properties,
into our existing operations, and as a result our results of
operations and financial condition could be adversely affected.

We may acquire properties subject to liabilities and without any recourse,
or with only limited recourse, with respect to unknown liabilities. As a result,
if liability were asserted against us based upon those properties, we might have
to pay substantial sums to settle it, which could adversely affect our cash
flow. Unknown liabilities with respect to properties acquired might include:

. liabilities for clean-up of undisclosed environmental contamination;

. claims by tenants, vendors or other persons dealing with the former
owners of the properties;

. liabilities incurred in the ordinary course of business; and

. claims for indemnification by general partners, directors, officers
and others indemnified by the former owners of the properties.

We face potential difficulties or delays renewing leases or re-leasing space.

We derive most of our income from rent received from our tenants. If a
tenant experiences a downturn in its business or other types of financial
distress, it may be unable to make timely rental payments. Also, when our
tenants decide not to renew their leases, we may not be able to relet the space.
Even if tenants decide to renew, the terms of renewals or new leases, including
the cost of required renovations or concessions to tenants, may be less
favorable than current lease terms. As a result, our cash flow could decrease
and our ability to make distributions to our securityholders could be adversely
affected.

We face potential adverse effects from major tenants' bankruptcies or
insolvencies.

The bankruptcy or insolvency of a major tenant may adversely affect the
income produced by our properties. Although we have not experienced material
losses from tenant bankruptcies or insolvencies in the past, our tenants could
file for bankruptcy protection or become insolvent in the future. We cannot
evict a tenant solely because of its bankruptcy. On the other hand, a court
might authorize the tenant to reject and terminate its lease with us. In such
case, our claim against the bankrupt tenant for unpaid, future rent would be
subject to a statutory cap that might be substantially less than the remaining
rent actually owed under the lease, and, even so, our claim for unpaid rent
would likely not be paid in full. This shortfall could adversely affect our cash
flow and results from operations.

We may have difficulty selling our properties which may limit our flexibility.

Large and high quality office, industrial and hotel properties like the
ones that we own can be hard to sell, especially if local market conditions are
poor. This may limit our ability to change our portfolio promptly in response to
changes in economic or other conditions. In addition, federal tax laws limit our
ability to sell properties that we have owned for fewer than four years, and
this may affect our ability to sell properties without adversely affecting
returns to our stockholders. These restrictions reduce our ability to respond to
changes in the performance of our investments and could adversely affect our
financial condition and results of operations.

Our properties face significant competition.

We face significant competition from developers, owners and operators of
office, industrial and other commercial real estate. Substantially all of our
properties face competition from similar properties in the same market. Such
competition may effect our ability to attract and retain tenants and may reduce
the rents we are able to charge. These competing properties may have vacancy
rates higher than our properties, which may result in their owners being willing
to make space available at lower prices than the space in our properties.

Because we own three hotel properties, we face the risks associated with the
hospitality industry.

We own three hotel properties. We lease these hotel properties to ZL Hotel
LLC, in which Mortimer B. Zuckerman, Chairman of our board of directors, and
Edward H. Linde, our President and Chief Executive Officer, are the sole
member-managers and have a 9.8% economic interest; two unaffiliated public
charities have a 90.2% economic interest in ZL Hotel LLC. Marriott
International, Inc. manages these hotel properties under the Marriott(R) name
pursuant to a management agreement with ZL Hotel LLC. ZL Hotel LLC pays us a
percentage of the gross receipts that the hotel properties receive. Because the
lease payments we receive are based on a participation in the gross receipts of
the hotels, if the hotels do not generate sufficient receipts, our cash flow
would be decreased, which could reduce the amount of cash available for
distribution to our securityholders. The following factors, among others, are
common to the hotel industry, and may reduce the receipts generated by our hotel
properties:

. our hotel properties compete for guests with other hotels, a number of
which have greater marketing and financial resources than our
hotel-operating business partners;

. if there is an increase in operating costs resulting from inflation
and other factors, our hotel-operating business partners may not be
able to offset such increase by increasing room rates;

. our hotel properties are subject to the fluctuating and seasonal
demands of business travelers and tourism; and

. our hotel properties are subject to general and local economic
conditions that may affect demand for travel in general.

Compliance or failure to comply with the Americans with Disabilities Act and
other similar laws could result in substantial costs.

The Americans with Disabilities Act generally requires that public
buildings, including office buildings and hotels, be made accessible to disabled
persons. Noncompliance could result in imposition of fines by the federal
government or the award of damages to private litigants. If, pursuant to the
Americans with Disabilities Act, we are required to make substantial alterations
and capital expenditures in one or more of our properties, including the removal
of access barriers, it could adversely affect our financial condition and
results of operations, as well as the amount of cash available for distribution
to our securityholders.

We may also incur significant costs complying with other regulations. Our
properties are subject to various federal, state and local regulatory
requirements, such as state and local fire and life safety requirements. If we
fail to comply with these requirements, we could incur fines or private damage
awards. We believe that our properties are currently in material compliance with
all of these regulatory requirements. However, we do not know whether existing
requirements will change or whether compliance with future requirements will
require significant unanticipated expenditures that will affect our cash flow
and results from operations.

Some potential losses are not covered by insurance.

We carry comprehensive liability, fire, flood, extended coverage and rental
loss insurance, as applicable, on our properties. We believe our coverage is of
the type and amount customarily obtained for or by an owner of similar
properties. We believe all of our properties are adequately insured. However,
there are certain types of losses, such as from wars or catastrophic acts of
nature, for which we cannot obtain insurance or for which we cannot obtain
insurance at a reasonable cost. In the event of an uninsured loss or a loss in
excess of our insurance limits, we could lose both the revenues generated from
the affected property and the capital we have invested in the affected property.
We would, however, remain obligated to repay any mortgage indebtedness or other
obligations related to the property. Any such loss could materially and
adversely affect our business and financial condition and results of operations.

We carry earthquake insurance on our properties located in areas known to
be subject to earthquakes in an amount and subject to deductions which we
believe are commercially reasonable. However, the amount of our earthquake
insurance coverage may not be sufficient to cover losses from earthquakes. In
addition, we may discontinue earthquake insurance on some or all of our
properties in the future if the premiums exceed our estimation of the value of
the coverage discounted for the risk of loss. If we experience a loss which is
uninsured or which exceeds policy limits, we could lose the capital invested in
the damaged properties as well as the anticipated future revenue from those
properties. Moreover, if the damaged properties are subject to recourse
indebtedness, we would continue to be liable for the indebtedness, even if the
properties were irreparable. Any such loss could materially and adversely affect
our business and financial condition and results from operations.

Potential liability for environmental contamination could result in substantial
costs.

Under federal, state and local environmental laws, ordinances and
regulations, we may be required to investigate and clean up the effects of
releases of hazardous or toxic substances or petroleum products at our
properties, regardless of our knowledge or responsibility, simply because of our
current or past ownership or operation of the real estate. If unidentified
environmental problems arise, we may have to make substantial payments which
could adversely affect our cash flow and our ability to make distributions to
our securityholders because:

. as owner or operator we may have to pay for property damage and for
investigation and clean-up costs incurred in connection with the
contamination;

. the law typically imposes clean-up responsibility and liability
regardless of whether the owner or operator knew of or caused the
contamination;

. even if more than one person may be responsible for the contamination,
each person who shares legal liability under the environmental laws
may be held responsible for all of the clean-up costs; and

. governmental entities and third parties may sue the owner or operator
of a contaminated site for damages and costs.

These costs could be substantial and in extreme cases could exceed the
value of the contaminated property. The presence of hazardous or toxic
substances or petroleum products or the failure to properly remediate
contamination may materially and adversely affect our ability to borrow against,
sell or rent an affected property. In addition, applicable environmental laws
create liens on contaminated sites in favor of the government for damages and
costs it incurs in connection with a contamination.

Environmental laws also govern the presence, maintenance and removal of
asbestos. Such laws require that owners or operators of buildings containing
asbestos:

. properly manage and maintain the asbestos;

. notify and train those who may come into contact with asbestos; and

. undertake special precautions, including removal or other abatement,
if asbestos would be disturbed during renovation or demolition of a
building.

Such laws may impose fines and penalties on building owners or operators who
fail to comply with these requirements and may allow third parties to seek
recovery from owners or operators for personal injury associated with exposure
to asbestos fibers.

Some of our properties are located in urban and industrial areas where fill
or current or historic industrial uses of the areas have caused site
contamination. Independent environmental consultants have conducted Phase I
environmental site assessments at all of our properties. These assessments
included, at a minimum, a visual inspection of the properties and the
surrounding areas, an examination of current and historical uses of the
properties and the surrounding areas and a review of relevant state, federal and
historical documents. Where appropriate, on a property-by-property basis, these
consultants have conducted additional testing, including sampling for asbestos,
for lead in drinking water, for soil contamination where underground storage
tanks are or were located or where other past site usages create a potential
environmental problem, and for contamination in groundwater. Even though these
environmental assessments have been conducted, there is still the risk that:

. the environmental assessments and updates did not identify all
potential environmental liabilities;

. a prior owner created a material environmental condition that is not
known to us or the independent consultants preparing the assessments;

. new environmental liabilities have developed since the environmental
assessments were conducted; and

. future uses or conditions such as changes in applicable environmental
laws and regulations could result in environmental liability for us.

We face risks associated with the use of debt to fund acquisitions and
developments, including refinancing risk.

We are subject to the risks normally associated with debt financing,
including the risk that our cash flow will be insufficient to meet required
payments of principal and interest. We anticipate that only a small portion of
the principal of our debt will be repaid prior to maturity. Therefore, we are
likely to need to refinance at least a portion of our outstanding debt as it
matures. There is a risk that we may not be able to refinance existing debt or

that the terms of any refinancing will not be as favorable as the terms of the
existing debt. If principal payments due at maturity cannot be refinanced,
extended or repaid with proceeds from other sources, such as new equity capital,
our cash flow will not be sufficient to repay all maturing debt in years when
significant "balloon" payments come due.

Rising interest rates would increase our interest costs.

We currently have, and may incur more, indebtedness that bears interest at
variable rates. Accordingly, if interest rates increase, so will our interest
costs, which would adversely affect our cash flow, our ability to service debt
and our ability to make distributions to our securityholders.

We have no corporate limitation on the amount of debt we can incur.

Our management and board of directors have discretion under our certificate
of incorporation and bylaws to increase the amount of our outstanding debt. Our
decisions with regard to the incurrence and maintenance of debt are based on
available investment opportunities for which capital is required, the cost of
debt in relation to such investment opportunities, whether secured or unsecured
debt is available, the effect of additional debt on existing financial ratios
and the maturity of the proposed new debt relative to maturities of existing
debt. We could become more highly leveraged, resulting in increased debt service
costs that could adversely affect our cash flow and the amount available for
payment of dividends. If we increase our debt we may also increase the risk we
will be unable to repay our debt.

Our financial covenants could adversely affect our financial condition.

The mortgages on our properties contain customary negative covenants such
as those that limit our ability, without the prior consent of the lender, to
further mortgage the applicable property or to discontinue insurance coverage.
In addition, our credit facilities contain certain customary restrictions,
requirements and other limitations on our ability to incur indebtedness,
including total debt to assets ratios, secured debt to total asset ratios, debt
service coverage ratios and minimum ratios of unencumbered assets to unsecured
debt which we must maintain. Our ability to borrow under our credit facilities
is subject to compliance with our financial and other covenants. We rely on
borrowings under our credit facilities to finance acquisitions and development
activities and for working capital, and if we are unable to borrow under our
credit facilities, or to refinance existing indebtedness our financial condition
and results of operations would likely be adversely impacted. If we breach
covenants in our debt agreements, the lender can declare a default and require
us to repay the debt immediately and, if the debt is secured, can immediately
take possession of the property securing the loan. In addition, our credit
facilities are cross-defaulted to our other indebtedness, which would give the
lenders under our other credit facilities the right also to declare a default
and require immediate repayment.

Our degree of leverage could limit our ability to obtain additional financing or
affect the market price of our common stock.

Debt to Market Capitalization Ratio is a measure of our total debt as a
percentage of the aggregate of our total debt plus the market value of our
outstanding common stock and interests in Boston Properties Limited Partnership.
Our Debt to Market Capitalization Ratio was approximately 47.7 % as of December
31, 2001. To the extent that our board of directors uses our Debt to Market
Capitalization Ratio as a measure of appropriate leverage, the total amount of
our debt could increase as our common stock price increases, even if we may not
have a corresponding increase in our ability to service or repay the debt. Our
degree of leverage could affect our ability to obtain additional financing for
working capital, capital expenditures, acquisitions, development or other
general corporate purposes. Our degree of leverage could also make us more
vulnerable to a downturn in business or the economy generally. There is a risk
that changes in our Debt to Market Capitalization Ratio, which is in part a
function of our stock price, or our ratio of indebtedness to other measures of
asset value used by financial analysts may have an adverse effect on the market
price of our common stock.

Further issuances of equity securities may be dilutive to current stockholders.

The interests of our existing stockholders could be diluted if additional
equity securities are issued to finance future developments and acquisitions
instead of incurring additional debt. Our ability to execute our business
strategy depends on our access to an appropriate blend of debt financing,
including unsecured lines of credit and other forms of secured and unsecured
debt, and equity financing, including common and preferred equity.

Failure to qualify as a real estate investment trust would cause us to be taxed
as a corporation, which would substantially reduce funds available for payment
of dividends.

If we fail to qualify as a real estate investment trust for federal income
tax purposes, we will be taxed as a corporation. We believe that we are
organized and qualified as a real estate investment trust, and intend to operate
in a manner that will allow us to continue to qualify as a real estate
investment trust. However, we cannot assure you that we are qualified as such,
or that we will remain qualified as such in the future. This is because
qualification as a real estate investment trust involves the application of
highly technical and complex provisions of the Internal Revenue Code as to which
there are only limited judicial and administrative interpretations, and involves
the determination of facts and circumstances not entirely within our control. In
addition, future legislation, new regulations, administrative interpretations or
court decisions may significantly change the tax laws or the application of the
tax laws with respect to qualification as a real estate investment trust for
federal income tax purposes or the federal income tax consequences of such
qualification.

If we fail to qualify as a real estate investment trust we will face
serious tax consequences that will substantially reduce the funds available for
payment of dividends for each of the years involved because:

. we would not be allowed a deduction for dividends paid to stockholders
in computing our taxable income and would be subject to federal income
tax at regular corporate rates;

. we also could be subject to the federal alternative minimum tax and
possibly increased state and local taxes;

. unless we are entitled to relief under statutory provisions, we could
not elect to be subject to tax as a real estate investment trust for
four taxable years following the year during which we were
disqualified; and

. all dividends will be subject to tax as ordinary income to the extent
of our current and accumulated earnings and profits.

In addition, if we fail to qualify as a real estate investment trust, we
will no longer be required to pay dividends. As a result of all these factors,
our failure to qualify as a real estate investment trust could impair our
ability to expand our business and raise capital, and would adversely affect the
value of our common stock.

In order to maintain our real estate investment trust status, we may be forced
to borrow funds on a short-term basis during unfavorable market conditions.

In order to maintain our real estate investment trust status, we may need
to borrow funds on a short-term basis to meet the real estate investment trust
distribution requirements, even if the then prevailing market conditions are not
favorable for these borrowings. To qualify as a real estate investment trust, we
generally must distribute to our stockholders at least 90% of our net taxable
income each year, excluding capital gains. In addition, we will be subject to a
4% nondeductible excise tax on the amount, if any, by which dividends paid by us
in any calendar year are less than the sum of 85% of our ordinary income, 95% of
our capital gain net income and 100% of our undistributed income from prior
years. We may need short-term debt to fund required distributions as a result of
differences in timing between the actual receipt of income and the recognition
of income for federal income tax purposes, or the effect of non-deductible
capital expenditures, the creation of reserves or required debt or amortization
payments.

Limits on changes in control may discourage takeover attempts beneficial to
stockholders.

Provisions in our certificate of incorporation and bylaws, our shareholder
rights agreement and the limited partnership agreement of Boston Properties
Limited Partnership, as well as provisions of the Internal Revenue Code and
Delaware corporate law, may:

. delay or prevent a change of control over us or a tender offer, even
if such action might be beneficial to our stockholders; and

. limit our stockholders' opportunity to receive a potential premium for
their shares of common stock over then-prevailing market prices.

Stock Ownership Limit

Primarily to facilitate maintenance of our qualification as a real estate
investment trust, our certificate of incorporation generally prohibits
ownership, directly, indirectly or beneficially, by any single stockholder of
more than 6.6% of the number of outstanding shares of any class or series of our
equity stock. We refer to this limitation as the "ownership limit." Our board of
directors may waive or modify the ownership limit with respect to one or more
persons if it is satisfied that ownership in excess of this limit will not
jeopardize our status as a real estate investment trust for federal income tax
purposes. In addition, under our certificate of incorporation each of Messrs.
Zuckerman and Linde, along with their respective families and affiliates, as
well as, in general, pension plans and mutual funds, may actually and
beneficially own up to 15% of the number of outstanding shares of any class or
series of our equity common stock. Shares owned in violation of the ownership
limit will be subject to the loss of rights to distributions and voting and
other penalties. The ownership limit may have the effect of inhibiting or
impeding a change in control. See "Limits on Ownership of Our Stock" beginning
on page 24.

Boston Properties Limited Partnership Agreement

We have agreed in the limited partnership agreement of Boston Properties
Limited Partnership not to engage in business combinations unless limited
partners of Boston Properties Limited Partnership other than Boston Properties,
Inc. receive, or have the opportunity to receive, the same consideration for
their partnership interests as holders of our common stock in the transaction.
If these limited partners do not receive such consideration, we cannot engage in
the transaction unless 75% of these limited partners vote to approve the
transaction. In addition, we have agreed in the limited partnership agreement of
Boston Properties Limited Partnership that we will not consummate business
combinations in which we received the approval of our stockholders unless these
limited partners are also allowed to vote and the transaction would have been
approved had these limited partners been able to vote as stockholders on the
transaction. Therefore, if our stockholders approve a business combination that
requires a vote of stockholders, the partnership agreement requires the
following before we can consummate the transaction:

. holders of interests in Boston Properties Limited Partnership
(including Boston Properties, Inc.) must vote on the matter;

. Boston Properties, Inc. must vote its partnership interests in the
same proportion as our stockholders voted on the transaction; and

. the result of the vote of holders of interests in Boston Properties
Limited Partnership must be such that had such vote been a vote of
stockholders, the business combination would have been approved.

As a result of these provisions, a potential acquirer may be deterred from
making an acquisition proposal and we may be prohibited by contract from
engaging in a proposed business combination even though our stockholders approve
of the combination.

Shareholder Rights Plan

We have adopted a shareholder rights plan. Under the terms of this plan, we
can in effect prevent a person or group from acquiring more than 15% of the
outstanding shares of our common stock, because, unless we approve of the
acquisition, after the person acquires more than 15% of our outstanding common
stock, all other stockholders will have the right to purchase securities from us
at a price that is less than their then fair market value, which would
substantially reduce the value and influence of the stock owned by the acquiring
person. Our board of directors can prevent the plan from operating by approving
of the transaction, which gives us significant power to approve or disapprove of
the efforts of a person or group to acquire a large interest in our company.

We may change our policies without obtaining the approval of our stockholders.

Our operating and financial policies, including our policies with respect
to acquisitions, growth, operations, indebtedness, capitalization and dividends,
are determined by our board of directors. Accordingly, as a stockholder, you
will have little direct control over these policies.

Our success depends on key personnel whose continued service is not guaranteed.

We depend on the efforts of key personnel, particularly Mortimer B.
Zuckerman, Chairman of our board of directors, and Edward H. Linde, our
President and Chief Executive Officer. Among the reasons that Messrs. Zuckerman
and Linde are important to our success is that each has a national reputation
which attracts business and investment opportunities and assists us in
negotiations with lenders. If we lost their services, our relationships with
lenders, potential tenants and industry personnel would diminish.

Our other executive officers who serve as managers of our offices have
strong regional reputations. Their reputations aid us in identifying
opportunities, having opportunities brought to us, and negotiating with tenants
and build-to-suit prospects. While we believe that we could find replacements
for these key personnel, the loss of their services could materially and
adversely effect our operations because of diminished relationships with
lenders, prospective tenants and industry personnel.

Mr. Zuckerman has substantial outside business interests, including serving
as trustee for New York University, a trustee of Memorial Sloan-Kettering Cancer
Institute, a trustee of the Institute for Advanced Studies at Princeton and a
member of the Council on Foreign Relations and the International Institute for
Strategic Studies. He is also Chairman and Editor-in-Chief of U.S. News & World
Report, Chairman and Co-Publisher of the New York Daily News and Chairman of the
Board of Applied Graphics Technologies and a member of the Board of Directors of
Chase Manhattan Corporation National Advisory Board, Loews Cineplex and
WNET/Channel Thirteen. Such outside business interests could interfere with his
ability to devote time to our business and affairs. Over the last twenty years,
Mr. Zuckerman has devoted a significant portion, although not a majority, of his
business time to the affairs of Boston Properties and its predecessors. We have
no assurance that he will continue to devote any specific portion of his time to
us, although at present, he has no commitments which would prevent him from
maintaining his current level of involvement with our business.

Conflicts of interest exist with holders of interests in Boston Properties
Limited Partnership.

Sales of properties and repayment of related indebtedness will have
different effects on holders of interests in Boston Properties Limited
Partnership than on our stockholders.

Some holders of interests in Boston Properties Limited Partnership,
including Messrs. Zuckerman and Linde, would incur adverse tax consequences upon
the sale of certain of our properties and on the repayment of related debt which
differ from the tax consequences to us and our stockholders. Consequently, such
holders of interests in Boston Properties Limited Partnership may have different
objectives regarding the appropriate pricing and timing of any such sale or
repayment of debt. While we have exclusive authority under the limited
partnership agreement of Boston Properties Limited Partnership to determine when
to refinance or repay debt or whether, when, and on what terms to sell a
property, subject, in the case of certain properties, to the contractual

commitments described below, any such decision would require the approval of our
board of directors. As directors and executive officers, Messrs. Zuckerman and
Linde have substantial influence with respect to any such decision. Their
influence could be exercised in a manner inconsistent with the interests of
some, or a majority, of our stockholders, including in a manner which could
prevent completion of a sale of a property or the repayment of indebtedness.

Agreement not to sell some properties.

Under the terms of the limited partnership agreement of Boston Properties
Limited Partnership, we have agreed not to sell or otherwise transfer some of
our properties, prior to specified dates, in any transaction that would trigger
taxable income, without first obtaining the consent of Messrs. Zuckerman and
Linde. However, we are not required to obtain their consent if, during the
applicable period, each of them does not hold at least 30% of his original
interests in Boston Properties Limited Partnership. In addition, we have entered
into similar agreements with respect to other properties that we have acquired
in exchange for interests in Boston Properties Limited Partnership. As of
December 31, 2001, there were a total of 36 properties subject to these
restrictions, and those 36 properties are estimated to have accounted for
approximately 59 % of our total revenue for the year ended December 31, 2001.

Boston Properties Limited Partnership has also entered into agreements
providing Messrs. Zuckerman and Linde and others with the right to guarantee
specific amounts of indebtedness and, in the event that the specific
indebtedness they guarantee is repaid or reduced, additional and/or substitute
indebtedness. These agreements may hinder actions that we may otherwise desire
to take to repay or refinance guaranteed indebtedness because we would be
required to make payments to the beneficiaries of such agreements if we violate
these agreements.

Messrs. Zuckerman and Linde will continue to engage in other activities.

Messrs. Zuckerman and Linde have a broad and varied range of investment
interests. Either one could acquire an interest in a company which is not
currently involved in real estate investment activities but which may acquire
real property in the future. However, pursuant to Mr. Linde's employment
agreement and Mr. Zuckerman's non-compete agreement, Messrs. Zuckerman and Linde
will not, in general, have management control over such companies and,
therefore, they may not be able to prevent one or more such companies from
engaging in activities that are in competition with our activities.

Changes in market conditions could adversely affect the market price of our
common stock.

As with other publicly traded equity securities, the value of our common
stock depends on various market conditions which may change from time to time.
Among the market conditions that may affect the value of our common stock are
the following:

. the extent of investor interest in us;

. the general reputation of real estate investment trusts and the
attractiveness of our equity securities in comparison to other equity
securities, including securities issued by other real estate-based
companies;

. our financial performance; and

. general stock and bond market conditions.

The market value of our common stock is based primarily upon the market's
perception of our growth potential and our current and potential future earnings
and cash dividends. Consequently, our common stock may trade at prices that are
higher or lower than our net asset value per share of common stock. If our
future earnings or cash dividends are less than expected, it is likely that the
market price of our common stock will diminish.

Market interest rates may have an effect on the value of our common stock.

One of the factors that investors may consider important in deciding
whether to buy or sell shares of a real estate investment trust is the dividend
with respect to such real estate investment trust's shares as a percentage of
the price of such shares, relative to market interest rates. If market interest
rates go up, prospective purchasers of shares of our common stock may expect a
higher distribution rate on our common stock. Higher market interest rates would
not, however, result in more funds for us to distribute and, to the contrary,
would likely increase our borrowing costs and potentially decrease funds
available for distribution. Thus, higher market interest rates could cause the
market price of our common stock to go down.

The number of shares available for future sale could adversely affect the market
price of our stock.

As part of our initial public offering and since then we have completed
many private placement transactions where shares of capital stock of Boston
Properties, Inc. or interests in Boston Properties Limited Partnership were
issued to owners of properties we acquired or to institutional investors. This
common stock, or common stock issuable on conversion of our preferred stock or
in exchange for such interests in Boston Properties Limited Partnership, may be
sold in the public market over time pursuant to registration rights we granted
to these investors. Additional common stock reserved under our employee benefit
and other incentive plans, including stock options, may also be sold in the
public markets at some time in the future. Future sales of our common stock in
the public securities markets could adversely affect the price of our common
stock. We cannot predict the effect the perception in the market that such sales
may occur will have on the market price of our common stock.

We did not obtain new owner's title insurance policies in connection with
properties acquired during our initial public offering.

We acquired many of our properties from our predecessors at the completion
of our initial public offering in June 1997. Before we acquired these properties
each of them was insured by a title insurance policy. We did not, however,
obtain new owner's title insurance policies in connection with the acquisition
of such properties. Nevertheless, because in many instances we acquired these
properties indirectly by acquiring ownership of the entity which owned the
property and those owners remain in existence as our subsidiaries, some of these
title insurance policies may continue to benefit us. Many of these title
insurance policies may be for amounts less than the current values of the
applicable properties. If there was a title defect related to any of these
properties, or to any of the properties acquired at the time of our initial
public offering, that is no longer covered by a title insurance policy, we could
lose both our capital invested in and our anticipated profits from such
property.

We have obtained title insurance policies for all properties that we have
acquired after our initial public offering.

We face possible adverse changes in tax and environmental laws.

Generally, we pass through to our tenants costs resulting from increases in
real estate taxes. However, we generally do not pass through to our tenants
increases in income, service or transfer taxes. Similarly, changes in laws
increasing the potential liability for environmental conditions existing on our
properties or increasing the restrictions on discharges or other conditions may
result in significant unanticipated expenditures. These increased costs could
adversely affect our financial condition and results of operations and the
amount of cash available for payment of dividends.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended, and we are required to file reports and proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy these reports, proxy statements and information at the
public reference facilities maintained by the Securities and Exchange Commission
at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549,
and at the Securities and Exchange Commission's Regional Office at Citicorp
Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661-2511. You may
also obtain copies at the prescribed rates from the Public Reference Section of
the Securities and Exchange Commission at its principal office in Washington,
D.C. You may call the Securities and Exchange Commission at 1-800-SEC-0330 for
further information about the public reference rooms. The Securities and
Exchange Commission maintains a web site that contains reports, proxy and
information statements and other information regarding registrants, including,
Boston Properties, Inc., that file electronically with the Securities and
Exchange Commission. You may access the Securities and Exchange Commission's web
site at http://www.sec.gov.

INCORPORATION OF DOCUMENTS BY REFERENCE

The Securities and Exchange Commission allows us to incorporate by
reference the information that we file with them. Incorporation by reference
means that we can disclose important information to you by referring you to
other documents that are legally considered to be part of this prospectus, and
later information that we file with the Securities and Exchange Commission will
automatically update and supersede the information in this prospectus, any
supplement and the documents listed below. We incorporate by reference the
specific documents listed below and any future filings made with the Securities
and Exchange Commission under Section 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act until we issue all of the shares in exchange for common
units:

. our Annual Report on Form 10-K for the year ended December 31, 2001;

. our Current Report on Form 8-K dated January 22, 2002;

. the description of our common stock contained in our Registration
Statement on Form 8-A, filed on June 12, 1997 and all amendments and
reports updating such description;

. the description of the rights to purchase shares of our Series E Junior
Participating Cumulative Preferred Stock contained in our registration
statement on Form 8-A, filed on June 12, 1997, and the description
contained in our registration statement on Form 8-A/A filed on June 16,
1997 amending such description, and all amendments and reports updating
that description.

You should rely only on the information incorporated by reference or
provided in this prospectus. We have not authorized anyone to provide you with
different information. You should not assume that the information in this
prospectus or the documents incorporated by reference is accurate as of any date
other than the date on the front of this prospectus or those documents.

We will provide, without charge, at the written or oral request of anyone
to whom this prospectus is delivered, copies of the documents incorporated by
reference in this prospectus, other than an exhibit to a filing unless that
exhibit is specifically incorporated by reference into that filing. Written
requests should be directed to Boston Properties, Inc., 111 Huntington Avenue,
Suite 300, Boston, Massachusetts 02199-7610, Attention: Investor Relations.
Telephone requests may be directed to (617) 236-3300.

FORWARD-LOOKING STATEMENTS

Statements incorporated by reference or made under the captions "Risk
Factors" and "Our Company" and elsewhere in this prospectus are "forward-looking
statements" within the meaning of the federal securities laws. When we use the
words "anticipate," "assume," "believe," "estimate," "expect," "intend" and
other similar expressions, they generally identify forward-looking statements.
Forward-looking statements include, for example, statements relating to
acquisitions and related financial information, development activities, business
strategy and prospects, future capital expenditures, sources and availability of
capital, environmental and other regulations and competition.

You should exercise caution in interpreting and relying on forward-looking
statements since they involve known and unknown risks, uncertainties and other
factors which are, in some cases, beyond our control and could materially affect
our actual results, performance or achievements. Some of the factors that could
cause our actual results, performance or achievements to differ materially from
those expressed or implied by forward-looking statements include, but are not
limited to, the following:

. we are subject to general risks affecting the real estate industry,
such as the need to enter into new leases or renew leases on favorable
terms to generate rental revenues, and dependence on our tenants'
financial condition;

. we may fail to identify, acquire, construct or develop additional
properties; we may develop properties that do not produce a desired
yield on invested capital; or we may fail to effectively integrate
acquisitions of properties or portfolios of properties;

. financing may not be available, or may not be available on favorable
terms;

. we need to make distributions to our stockholders for us to qualify as
a real estate investment trust, and if we need to borrow the funds to
make such distributions such borrowings may not be available on
favorable terms;

. we depend on the core markets where our properties are located and
these markets may be adversely affected by local economic and market
conditions which are beyond our control;

. we are subject to potential environmental liabilities;

. we are subject to complex regulations relating to our status as a real
estate investment trust and would be adversely affected if we failed to
qualify as a real estate investment trust; and

. market interest rates could adversely affect the market prices for our
common stock, as well as our performance and cash flow.

We caution you that, while forward looking statements reflect our good
faith beliefs, they are not guarantees of future performance. In addition, we
disclaim any obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise.

OUR COMPANY

Boston Properties, Inc.

We were formed to succeed to the real estate development, redevelopment,
acquisition, operating and leasing businesses associated with a predecessor
company founded by Messrs. Zuckerman and E. Linde in 1970. We believe that we
have created significant value for our tenants and investors by developing well
located properties that meet the demands of today's office tenants, redeveloping
underperforming assets, and continuously improving the marketing and management
of our assets.

DESCRIPTION OF COMMON STOCK

The following is a summary of the material terms and provisions of our
common stock. It may not contain all the information that is important to you.
You can access complete information by referring to our certificate of
incorporation, bylaws, our shareholder rights plan and the Delaware General
Corporation Law. Our shareholder rights plan is summarized below. Our
shareholder rights plan, certificate of incorporation and bylaws are
incorporated by reference into the registration statement of which this
prospectus is a part.

General

Under our certificate of incorporation, we have authority to issue
250,000,000 shares of common stock, par value $.01 per share. As of December 31,
2001, 90,780,591 shares of common stock were issued and outstanding. In
addition, as of December 31, 2001, 20,212,776 common units of Boston Properties
Limited Partnership which are exchangeable for common stock on a one-for-one
basis were outstanding. We may issue common stock from time to time. Our board
of directors must approve the amount of stock we sell and the price for which it
is sold. Holders of our common stock do not have any preferential rights or
preemptive rights to buy or subscribe for capital stock or other securities that
we may issue. However, each outstanding share of our common stock currently has
attached to it one preferred share purchase right issued under our shareholder
rights plan, which is summarized below. Our common stock does not have any
redemption or sinking fund provisions or any conversion rights.

All of our common stock, when issued, will be duly authorized, fully paid
and nonassessable. This means that the full price for our outstanding common
stock will have been paid at the time of issuance and that any holder of our
common stock will not later be required to pay us any additional money for such
common stock.

Dividends

Subject to the preferential rights of any other shares of our stock and the
provisions of our certificate of incorporation regarding excess shares, holders
of our common stock may receive dividends out of assets that we can legally use
to pay dividends when and if they are authorized and declared by our board of
directors. Each common stockholder shares in the same proportion as other common
stockholders out of assets that we can legally use to pay distributions after we
pay or make adequate provision for all of our known debts and liabilities in the
event we are liquidated, dissolved or our affairs are wound up.

Voting rights

Subject to the provisions of our certificate of incorporation regarding
excess shares, holders of common stock will have the exclusive power to vote on
all matters presented to our stockholders, including the election of directors,
except as otherwise provided by Delaware law or as provided with respect to any
other shares of our stock. Holders of our common stock are entitled to one vote
per share. There is no cumulative voting in the election of our directors, which
means that at any meeting of our stockholders, the holders of a majority of the
outstanding common stock can elect all of the directors then standing for
election.

Other rights

Subject to the provisions of our certificate of incorporation regarding
excess shares, all shares of our common stock have equal dividend, distribution,
liquidation and other rights, and have no preference, appraisal or exchange
rights, except for any appraisal rights provided by Delaware law.

Holders of our common stock have no conversion, sinking fund or redemption
rights, or preemptive rights to subscribe for any of our securities.

Delaware law generally requires that we obtain the approval of a majority
of the outstanding shares of our common stock that are entitled to vote before
we may consolidate our stock or merge with another corporation. However,
Delaware law does not require that we seek approval of our stockholders to enter
into a merger in which we are the surviving corporation following the merger if:

. our certificate of incorporation is not amended in any respect by the
merger;

. each share of our stock outstanding prior to the merger is to be an
identical share of stock following the merger; and

. any shares of common stock (together with any other securities
convertible into shares of common stock) to be issued or delivered as
a result of the merger represent no more than 20% of the number of
shares of our common stock outstanding immediately prior to the
merger.

Restrictions on ownership

For us to qualify as a real estate investment trust under the Internal
Revenue Code, no more than 50% in value of our outstanding stock may be owned,
actually or constructively, by five or fewer individuals during the last half of
a taxable year. To assist us in meeting this requirement, we may take actions
such as the automatic conversion of shares in excess of this ownership
restriction into excess shares to limit the ownership of our outstanding equity
securities, actually or constructively, by one person or entity. See "Limits on
Ownership of Our Stock" beginning on page 24.

Transfer agent

The transfer agent and registrar for our common stock is Equiserve Trust
Company, N.A.

Preferred shares

Under our certificate of incorporation, we have authority to issue up to
50,000,000 shares of preferred stock. At December 31, 2001, we had outstanding
2,000,000 shares of Series A convertible redeemable preferred stock. The general
terms of our Series A convertible redeemable preferred stock are as follows:

. Dividends on our Series A convertible redeemable preferred stock are
cumulative from the date of original issuance and payable quarterly
generally at a rate of 5.0% per annum through March 31, 1999; 5.5%
through December 31, 1999; 5.625% through December 31, 2000; 6.0%
through December 31, 2001; 6.5% through December 31, 2002; 7.0% until
May 12, 2009; and 6.0% thereafter.

. On or after December 31, 2002, shares of our Series A convertible
redeemable preferred stock are convertible, at the holder's election,
into shares of our common stock at a conversion price of $38.10 per
share of common stock.

. Beginning on May 12, 2009, the Series A convertible redeemable
preferred stock may be redeemed in six annual tranches at the election
of either the holder or us. The liquidation preference of our Series A
convertible redeemable preferred stock is $50 per share.

Under our certificate of incorporation, we have authority to issue up to
150,000,000 shares of Series E Junior Participating Cumulative Preferred Stock.
At December 31, 2001, none of the Series E Junior Participating Cumulative
Preferred Stock were issued or outstanding. Shares of our Series E Junior
Participating Cumulative Preferred Stock may be issued under our shareholder
rights plan, which is summarized beginning on page 22.

We do not have any other preferred stock outstanding as of the date of this
prospectus. We may issue preferred stock from time to time, in one or more
series, as authorized by our board of directors. Prior to issuance of shares of
each series, our board of directors is required by the Delaware General
Corporation Law and our

certificate of incorporation to fix for each series, subject to the provisions
of our certificate of incorporation regarding excess shares, the terms,
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends or other distributions, qualifications and terms or
conditions of redemption, as are permitted by Delaware law. The preferred stock
will, when issued, be fully paid and nonassessable and will have no preemptive
rights. Our board of directors could authorize the issuance of preferred stock
with terms and conditions that could have the effect of discouraging a takeover
or other transaction that holders of our common stock might believe to be in
their best interests or in which holders of some, or a majority, of our common
stock might receive a premium for their shares over the then market price of
such common stock.

Shareholder rights plan

In 1997, our board of directors adopted a shareholder rights plan and
entered into a shareholder rights agreement with Fleet National Bank (f.k.a.
BankBoston, N.A.), as rights agent. The purpose of our shareholder rights plan
is to enhance our board of directors' ability to protect our stockholders'
interests by ensuring that such stockholders receive fair treatment in the event
that any coercive takeover attempt of Boston Properties is made in the future.
The rights plan is intended to provide our board of directors with sufficient
time to consider any and all alternatives to such an action. The rights may
discourage, delay or prevent hostile takeovers. They are not intended, however,
to interfere with any merger or other business combination approved by our board
of directors.

Under our shareholder rights plan, one preferred stock purchase right is
attached to each outstanding share of our common stock. We refer to these
preferred stock purchase rights as the "rights." Each share of common stock
issued in the future will also receive a right until any of the rights become
exercisable. Until a right is exercised, the holder of a right does not have any
additional rights as a stockholder. These rights will expire on June 11, 2007,
unless previously redeemed or exchanged by us as described below. These rights
trade automatically with our common stock and will separate from the common
stock and become exercisable only under the circumstances described below.

In general, the rights will become exercisable when the first of the
following events happens:

1. ten calendar days after a public announcement that a person or group
has acquired beneficial ownership of 15% or more of the sum of our
outstanding common stock and excess stock; or

2. ten business days, or such other date determined by our board of
directors, after the beginning of a tender offer or exchange offer
that would result in a person or group beneficially owning 15% or more
of the sum of our outstanding common stock and excess stock.

Under our shareholder rights plan, our common stock that may be issued in
exchange for outstanding common units of limited partnership interest in Boston
Properties Limited Partnership is not included in the definition of beneficial
ownership.

However, if a person who became a limited partner of Boston Properties
Limited Partnership at the time of our initial public offering acquires
beneficial ownership of 15% or more of the sum of our common stock and excess
stock, the rights will not become exercisable unless the acquisition results in
that person acquiring a greater percentage of the outstanding shares of our
outstanding common stock plus outstanding common units of limited partnership
interest of Boston Properties Limited Partnership than the percentage of
outstanding shares of common stock plus outstanding common units of limited
partnership interest of Boston Properties Limited Partnership that person held
at the completion of our initial public offering. In addition, no group of which
a person who became a partner of Boston Properties Limited Partnership at the
time of our initial public offering is a member will be deemed to beneficially
own our common stock and excess stock owned by that person. Common units of
limited partnership interest of Boston Properties Limited Partnership held by
Boston Properties, Inc. are excluded in making these calculations.

If the rights become exercisable, holders of the rights will be able to
purchase from us a unit of preferred stock equal to one ten-thousandth of a
share of our Series E Junior Participating Cumulative Preferred Stock at a

price of $100 per unit, subject to adjustment. We have designated 200,000 shares
of Series E Junior Participating Cumulative Preferred Stock and have reserved
such shares for issuance under our shareholder rights plan. However, all rights
owned by any persons or groups triggering the event shall be void.

In addition, if at any time following a public announcement that a person
or group has acquired beneficial ownership of 15% or more of the sum of our
outstanding common stock and excess stock:

. we enter into a merger or other business combination transaction in
which we are not the surviving entity;

. we enter into a merger or other business combination transaction in
which all or part of our common stock is exchanged; or

. we sell, transfer or mortgage 50% or more of our assets or earning
power, then each holder of a right, other than rights held by the
person or group who triggered the event, will be entitled to receive,
upon exercise, common stock of the acquiring company equal to two
times the purchase price of the right.

At any time after our public announcement that a person or group has
acquired beneficial ownership of 15% or more of the sum of our outstanding
common stock and excess stock, our board of directors may, at its option,
exchange all or any part of the then outstanding and exercisable rights for
shares of our common stock or units of Series E Preferred Stock at an exchange
ratio of one share or one unit per right. However, our board of directors
generally will not be empowered to effect such exchange at any time after any
person becomes the beneficial owner of 50% or more of our outstanding common
stock.

We may redeem the rights at $.001 per right at any time before the date
that is ten days after a public announcement that a person or group has acquired
beneficial ownership of 15% or more of the sum of our outstanding common stock
and excess stock. We may extend this redemption period at any time while the
rights are still redeemable. The rights will expire at the close of business on
June 11, 2007 unless we redeem them before that date.

The above description of our shareholder rights plan is not intended to be
a complete description. For a full description of the shareholder rights plan,
you should read the rights agreement. You may obtain a copy of the rights
agreement at no charge by writing to us at the address listed on page 17.

LIMITS ON OWNERSHIP OF OUR STOCK

Ownership limits

For us to qualify as a real estate investment trust under the Internal
Revenue Code, among other things, not more than 50% in value of our outstanding
stock may be owned, actually or constructively, by five or fewer individuals
during the last half of a taxable year other than the first year, and such stock
must be beneficially owned by 100 or more persons during at least 335 days of a
taxable year of 12 months other than the first year or during a proportionate
part of a shorter taxable year. In order to protect us against the risk of
losing our status as a real estate investment trust due to a concentration of
ownership among our stockholders, our certificate of incorporation provides that
generally no holder may beneficially own, or be deemed to own by virtue of the
attribution provisions of the Internal Revenue Code, more than 6.6% of any class
or series of our stock. Under our certificate of incorporation, a person
generally "beneficially owns" shares if:

. such person has direct ownership of such shares,

. such person has indirect ownership of such shares taking into account
the constructive ownership rules of Section 544 of the Internal
Revenue Code, as modified by Section 856(h)(1)(B) of the Internal
Revenue Code, or

. such person would be deemed to beneficially own such shares pursuant
to Rule 13d-3 under the Exchange Act of 1934, as amended.

Our certificate of incorporation allows two exceptions to the 6.6%
ownership limit:

15% Related party ownership limit:

Each of Messrs. Zuckerman and E. Linde, together with their respective
heirs, legatees, devisees and any other person whose beneficial ownership
of our common stock would be attributed under the Internal Revenue Code to
them, are subject to an ownership limit of 15% for each of them together
with such persons related to them.

15% Look-through entity ownership limit:

Pension plans described in Section 401(a) of the Internal Revenue Code and
mutual funds registered under the Investment Company Act of 1940 are
subject to an ownership limit of 15%. Pension plans and mutual funds are
among the entities that are not treated as stockholders under the "five or
fewer requirement." Rather, the beneficial owners of such entities will be
counted as stockholders for this purpose.

The foregoing restrictions will not apply if our board of directors
determines that it is no longer in our best interests to attempt to qualify, or
to continue to qualify, as a real estate investment trust. In addition, the
foregoing restrictions do not apply with respect to an offeror in the event of
an all cash tender offer by it which has been accepted by at least two-thirds of
our outstanding stock.

Shares in excess of ownership limits

Transfers of our stock or any security convertible into our stock or other
events that would create a direct or indirect ownership of our stock that would:

. violate the 6.6% ownership limit;

. violate the 15% ownership limit for related parties;

. violate the 15% ownership limit for look-through entities; or

. result in our disqualification as a real estate investment trust,
including any transfer that results in:

. our stock being owned by fewer than 100 persons,

. Boston Properties being "closely held" with the meaning of
Section 856(h) of the Internal Revenue Code, or

. Boston Properties constructively owning 10% or more of one of
our tenants

shall be null and void and of no effect with respect to the shares in excess of
the applicable limit. Any such shares in excess of an applicable limitation will
be converted automatically into an equal number of shares of our excess stock
that will be transferred by operation of law to a trust for the benefit of a
qualified charitable organization selected by us, but not affiliated with us. As
soon as practicable after the transfer of shares to the trust, the trustee of
the trust will be required to sell such excess shares to a person or entity who
could own such shares without violating the applicable limit and distribute to
the original transferee-stockholder an amount equal to the lesser of:

. the proceeds of such sale, or

. the price paid for our stock in excess of the applicable limit by the
original transferee-owner or, in the event that the original violative
transfer was a gift or an event other than a transfer, the fair market
value of the excess shares on the date they are sold by the trust.

All dividends and other distributions received with respect to the excess
shares prior to their sale by the trust and any proceeds from the sale by the
trust in excess of the amount distributable to the original transferee-owner
will be distributed to the beneficiary of the trust.

Right to purchase excess shares

In addition to the foregoing transfer restrictions, we have the right, for
a period of 90 days during the time any excess shares are held by the trust, to
purchase all or any portion of the excess shares for the lesser of the price
paid for the shares in excess of the applicable limit by the original
transferee-stockholder or the market price of our stock on the date we exercise
our option to purchase, which amount will be paid to the original
transferee-stockholder. The market price will be determined in the manner set
forth in our certificate of incorporation. The 90-day period begins on the date
of the violative transfer if the original transferee-stockholder gives notice to
us of the transfer or, if no such notice is given, the date on which our board
of directors determines that a violative transfer has been made.

Disclosure of stock ownership by our stockholders

Each of our stockholders will upon demand be required to disclose to us in
writing any information with respect to the direct, indirect and constructive
ownership of shares of our stock as our board of directors deems necessary to
comply with the provisions of the Internal Revenue Code applicable to real
estate investment trusts, to comply with the requirements of any taxing
authority or governmental agency or to determine any such compliance.

These ownership limitations may have the effect of precluding the
acquisition of control of Boston Properties unless our board of directors
determines that our maintenance of real estate investment trust status is no
longer in our best interests.

IMPORTANT PROVISIONS OF DELAWARE LAW AND
OUR CERTIFICATE OF INCORPORATION AND BYLAWS

The following is a summary of important provisions of Delaware law and our
certificate of incorporation and bylaws which affect us and our stockholders.
The description below is intended as only a summary. You can access complete
information by referring to Delaware General Corporation Law and our certificate
of incorporation and bylaws.

Business combinations with interested stockholders under Delaware law

Section 203 of the Delaware General Corporation Law prevents a publicly
held corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless:

. before the date on which the person became an interested stockholder,
the board of directors of the corporation approved either the business
combination or the transaction in which the person became an
interested stockholder;

. the interested stockholder owned at least 85% of the outstanding
voting stock of the corporation at the beginning of the transaction in
which it became an interested stockholder, excluding stock held by
directors who are also officers of the corporation and by employee
stock plans that do not provide participants with the rights to
determine confidentially whether shares held subject to the plan will
be tendered in a tender or exchange offer; or

. after the date on which the interested stockholder became an
interested stockholder, the business combination is approved by the
board of directors and the holders of two-thirds of the outstanding
voting stock of the corporation voting at a meeting, excluding the
voting stock owned by the interested stockholder.

As defined in Section 203, an "interested stockholder" is generally a
person owning 15% or more of the outstanding voting stock of the corporation. As
defined in Section 203, a "business combination" includes mergers,
consolidations, stock and assets sales and other transactions with the
interested stockholder.

The provisions of Section 203 may have the effect of delaying, deferring or
preventing a change of control of Boston Properties.

Amendment of our certificate of incorporation and bylaws

Amendments to our certificate of incorporation must be approved by our
board of directors and generally by the vote of a majority of the votes entitled
to be cast at a meeting of our stockholders. However, a 75% stockholder vote is
required for amendments dealing with fundamental governance provisions of our
certificate of incorporation, such as:

. stockholder action

. the powers, election of, removal of and classification of directors

. limitation of liability

. amendment of our certificate of incorporation

Unless otherwise required by law, our board of directors may amend our
bylaws by a majority vote of our directors then in office. Our bylaws may also
be amended by a majority stockholder vote if our board of directors recommends
the approval of the amendment, and otherwise by a 75% stockholder vote.

Meetings of stockholders

Under our bylaws, we will hold annual meetings of our stockholders at such
date and time as determined by our board of directors, Chairman or President.
Our bylaws require advance notice for our stockholders to make nominations of
candidates for our board of directors or bring other business before an annual
meeting of our stockholders. Only our board of directors can call special
meetings of our stockholders and any special meeting is restricted to
considering and acting upon matters set forth in the notice of that special
meeting.

Board of directors

Our board of directors is divided into three classes. As the term of each
class expires, directors in that class will be elected for a term of three years
and until their successors are duly elected and qualified.

Our certificate of incorporation provides that a 75% vote of our board of
directors is required to approve fundamental changes or actions, including:

. a change of control of Boston Properties or of Boston Properties
Limited Partnership;

. any amendment to the limited partnership agreement of Boston
Properties Limited Partnership;

. any waiver of the limitations on ownership contained in our
certificate of incorporation;

. certain issuances of equity securities by Boston Properties; and

. termination of our status as a REIT.

Shareholder rights plan and ownership limitations

We have adopted a shareholder rights agreement. In addition, our
certificate of incorporation contains provisions that limit the ownership by any
person of shares of any class or series of our capital stock. See "Shareholder
rights plan" beginning on page 22 and "Limits on Ownership of Our Stock"
beginning on page 24.

Limitation of directors' and officers' liability

Our certificate of incorporation generally limits the liability of our
directors to Boston Properties to the fullest extent permitted by Delaware law,
as it now exists or may in the future be amended. The Delaware General
Corporation Law permits a corporation to indemnify its directors, officers,
employees or agents and expressly provides that the indemnification provided for
under the Delaware General Corporation Law shall not be deemed exclusive of any
indemnification right under any bylaw, vote of stockholders or disinterested
directors, or otherwise. Delaware law permits indemnification against expenses
and certain other liabilities arising out of legal actions brought or threatened
against such persons for their conduct on behalf of a corporation, provided that
each such person acted in good faith and in a manner that he or she reasonably
believed was in or not opposed to the corporation's best interests and, in the
case of a criminal proceeding, provided such person had no reasonable cause to
believe his or her conduct was unlawful. Delaware law does not allow
indemnification of directors in the case of an action by or in the right of a
corporation unless the directors successfully defend the action or
indemnification is ordered by the court.

Our bylaws provide that our directors and officers will be, and, in the
discretion of our board of directors, non-officer employees may be, indemnified
by Boston Properties to the fullest extent authorized by Delaware law, as it now
exists or may in the future be amended, against all expenses and liabilities
actually and reasonably incurred in connection with service for or on behalf of
Boston Properties. Our bylaws also provide that the right of directors and
officers to indemnification shall be a contract right and shall not be exclusive
of any other right now possessed or hereafter acquired under any bylaw,
agreement, vote of stockholders, or otherwise.

Our certificate of incorporation contains a provision permitted by Delaware
law that generally eliminates the personal liability of directors for monetary
damages for breaches of their fiduciary duty, including breaches involving
negligence or gross negligence in business combinations, unless the director has
breached his or her duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or a knowing violation of law, paid a dividend or
approved a stock repurchase in violation of the Delaware General Corporation Law
or obtained an improper personal benefit. This provision does not alter a
director's liability under the federal securities laws. In addition, this
provision does not affect the availability of equitable remedies, such as an
injunction or rescission, for breach of fiduciary duty.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling Boston
Properties pursuant to the foregoing provisions, we have been informed that in
the opinion of the staff of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.

Indemnification agreements

We have entered into indemnification agreements with each of our directors
and executive officers. The indemnification agreements require, among other
things, that we indemnify our directors and executive officers to the fullest
extent permitted by law and advance to our directors and executive officers all
related expenses, subject to reimbursement if it is subsequently determined that
indemnification is not permitted. Under these agreements, we must also indemnify
and advance all expenses incurred by our directors and executive officers
seeking to enforce their rights under the indemnification agreements and cover
our directors and executive officers under our directors' and officers'
liability insurance. Although the form of indemnification agreement offers
substantially the same scope of coverage afforded by our certificate of
incorporation and our bylaws, it provides greater assurance to our directors and
executive officers that indemnification will be available, because, as a
contract, it cannot be modified unilaterally in the future by our board of
directors or by our stockholders to eliminate the rights it provides.

DESCRIPTION OF COMMON UNITS

Boston Properties Limited Partnership issued 650,876 Series Z preferred
units of limited partnership interest in Boston Properties Limited Partnership
to you in connection with our acquisition on December 11, 2000 of a property in
San Jose, California known as Plaza at Almaden. Under the terms of the limited
partnership agreement of Boston Properties Limited Partnership, these preferred
units may be converted into common units of Boston Properties Limited
Partnership, which common units are not redeemable until after February 11,
2002.

The following is a summary of the material terms and provisions of the
common units issuable to you upon conversion of your Series Z preferred units.
It may not contain all the information that is important to you. You can access
complete information by referring to our certificate of incorporation, our
bylaws, our limited partnership agreement and Delaware law. Our certificate of
incorporation, bylaws and limited partnership agreement are incorporated by
reference into the registration statement of which this prospectus is a part.

General

Boston Properties Limited Partnership, our operating partnership, may issue
common units of limited partnership interest and preferred units of limited
partnership interest.

Under our limited partnership agreement, each holder of common units may
require Boston Properties Limited Partnership to redeem all or a portion of
their common units, subject to a holding period of approximately one year after
issuance that applies to most common units. The common units issuable to you
upon conversion of Series Z preferred units are not subject to the one year
holding period that applies to most common units. Rather, the Series Z preferred
units were issued subject to a holding period that expires on February 11, 2002.
After presentation of your common units for redemption, you will receive for
each common unit presented, cash in an amount equal to the market value of a
share of common stock, except that instead of redeeming your common units for
cash we may, in our sole discretion, elect to issue common stock in exchange for
your common units on a one-for-one basis. If we exercise our right to issue
common stock in exchange for your common units, the exchange of common units for
common shares will be treated as a sale by you of your common units for federal
income tax purposes. Following an exchange of common units for common shares,
you will have rights as a shareholder of Boston Properties, Inc., including the
right to receive dividends, from the time you acquire the common shares.
However, if you present your common units for redemption on or prior to March
31, 2002 and we elect to issue common stock in exchange for your common units,
in accordance with the terms of the Series Z preferred units, the dividend
payable on your common shares for the quarter ending March 31, 2002 will be
reduced to reflect the lower distribution entitlement of the Series Z preferred
units you held during that quarter prior to their conversion to common units and
your common shares will bear a legend reflecting this reduced dividend. If you
present your common units for redemption any time after March 31, 2002 and we
elect to issue common stock to you in exchange for your common units, you will
have the right to receive dividends in the same proportions as any and all
common stockholders and your common shares will not bear a legend regarding
dividends.

If you present common units for redemption and we redeem your common units
for cash, your right to receive distributions on the common units redeemed will
cease.

Tax consequences of redemption of common units

The following is a general summary of the material federal income tax
considerations and consequences that may be relevant to you if you exercise your
right to redeem your common units. The following discussion is not exhaustive of
all possible tax considerations and is not tax advice. Moreover, this summary
does not deal with all tax aspects or consequences that might be relevant to you
in light of your personal circumstances; nor does it deal with particular types
of stockholders that are subject to special treatment under the Internal Revenue
Code, including insurance companies, financial institutions and broker-dealers.
The discussion below assumes that you hold your common units as "capital assets"
within the meaning of Section 1221 of the Internal Revenue Code. No assurance
can be given that legislative, judicial, or administrative changes will not
affect the consequences of exercising your right to redeem your common units.

We urge you, as a prospective investor, to consult your own tax advisor with
respect to the specific federal, state, local, foreign and other tax
consequences to you of the holding and redemption of common units.

Tax treatment of redemption or exchange of common units. The
redemption of all of your common units by Boston Properties Limited Partnership
will be treated as a redemption in complete liquidation of your interest in
Boston Properties Limited Partnership, assuming that you no longer own any
preferred units, and will be taxed in the same manner as a taxable sale of your
common units. If you present less than all of your common units for redemption
and Boston Properties Limited Partnership redeems the presented common units for
cash, you will not be permitted to recognize any loss occurring on the
transaction and will recognize taxable gain only to the extent that the cash,
plus the amount of any Boston Properties Limited Partnership liabilities
allocable to the redeemed common units, exceeds your adjusted basis in all of
your common units immediately before the redemption.

The exchange of your common units for common shares will be treated as a
sale of your common units to Boston Properties, Inc. at the time of exchange.
This disposition will be fully taxable to you.

Tax treatment of disposition of common units by a limited partner
generally. If you present your common units for redemption and the transaction
is treated as a sale of common units for tax purposes, you will generally
recognize gain or loss equal to the difference between the amount realized and
the tax basis of the common units redeemed or exchanged. The amount realized is
the sum of the cash and fair market value of other property received, in this
case cash or common shares, plus the amount of any liabilities of Boston
Properties Limited Partnership allocable to the common units redeemed or
exchanged. It is possible that the gain you recognize, and perhaps even the tax
liability resulting from that gain, could exceed the amount of cash or the value
of the common shares you receive in the transaction. Therefore, you should
carefully consider the tax consequences of presenting your common units for
redemption and should consult with professional advisors (e.g., an accountant, a
lawyer) before doing so.

In general, any gain you recognize from a sale, redemption or other
disposition of common units will be treated as gain attributable to the sale or
disposition of a capital asset. To the extent, however, that the amount realized
upon the sale or disposition of a common unit attributable to your share of
"unrealized receivables" of Boston Properties Limited Partnership, as defined in
Section 751 of the Internal Revenue Code, exceeds the basis attributed to those
assets, the excess will be treated as ordinary income. Unrealized receivables
include, to the extent not previously included in Boston Properties Limited
Partnership's income, any rights to payment for services rendered or to be
rendered. Unrealized receivables also include amounts that would be subject to
recapture as ordinary income if Boston Properties Limited Partnership had sold
its assets at their fair market value at the time of sale or disposition of the
common unit.

Basis of common units. In general, if you contributed property or money to
Boston Properties Limited Partnership in exchange for Series Z preferred units,
your initial tax basis in these preferred units was equal to your basis in the
property you contributed. Your initial basis in any common units issued on
conversion of Series Z preferred units will equal the basis of your Series Z
preferred units immediately prior to the conversion.

Your initial basis in your common units generally is increased by:

. your share of Boston Properties Limited Partnership's taxable and
tax-exempt income; and

. increases in your allocable share of liabilities of Boston Properties
Limited Partnership.

Generally, your basis in your common units is decreased (but not below
zero) by:

. your share of Boston Properties Limited Partnership's distributions;

. decreases in your allocable share of liabilities of Boston Properties
Limited Partnership;

. your share of losses of Boston Properties Limited Partnership; and

. your share of nondeductible expenditures of Boston Properties Limited
Partnership that are not chargeable to your capital account.

Potential application of the disguised sale regulations to a redemption of
common units. There is a risk that a redemption of common units received
pursuant to a conversion from Series Z preferred units issued in connection with
a contribution of property to Boston Properties Limited Partnership may cause
the original transfer of property to Boston Properties Limited Partnership to be
treated as a "disguised sale" of property.

Section 707 of the Internal Revenue Code and the corresponding disguised
sale regulations generally provide that, unless one of the prescribed exceptions
is applicable, a partner's contribution of property to a partnership and a
simultaneous or subsequent transfer of money or other consideration from the
partnership to the partner will be presumed to be a sale, in whole or in part,
of property by the partner to the partnership. Further, the disguised sale
regulations provide generally that, in the absence of an applicable exception,
if money or other consideration is transferred by a partnership to a partner
within two years of the partner's contribution of property, the transactions are
presumed to be a sale of the contributed property unless the facts and
circumstances clearly establish that the transfers do not constitute a sale. The
disguised sale regulations also provide that if two years have passed between
the transfer of money or other consideration and the contribution of property,
the transactions will be presumed not to be a sale unless the facts and
circumstances clearly establish that the transfers constitute a sale.

Accordingly, as you received Series Z preferred units upon the contribution
of property to Boston Properties Limited Partnership, if your preferred units
are converted into common units pursuant to the limited partnership agreement of
Boston Properties Limited Partnership and your common units are redeemed by
Boston Properties Limited Partnership, the Internal Revenue Service could
contend that the disguised sale regulations apply because you will receive cash
subsequent to a previous contribution of property to Boston Properties Limited
Partnership. In that event, the Internal Revenue Service could contend that the
related contribution of property to Boston Properties Limited Partnership was
taxable under the disguised sale regulations. Any gain recognized thereby may be
eligible for installment reporting under Section 453 of the Internal Revenue
Code. In addition, the disguised sale regulations might apply to cause a portion
of the proceeds you receive to be characterized as original issue discount on a
deferred obligation which would be taxable as interest income in accordance with
the provisions of Section 1272 of the Internal Revenue Code.

Comparison of ownership of common units and common stock

Generally, except for differing tax treatment, the nature of any investment
in our common stock is substantially equivalent economically to an investment in
common units in Boston Properties Limited Partnership. A holder of a share of
our common stock receives a dividend from Boston Properties, Inc. equal in
amount to the distribution that a holder of a common unit receives from Boston
Properties Limited Partnership. Stockholders and unitholders generally share in
the risks and rewards of ownership in the enterprise we are conducting. However,
there are some differences between ownership of common units and ownership of
common stock, some of which may be material to you.

The information below highlights a number of significant differences
between Boston Properties Limited Partnership and Boston Properties, Inc.,
including the form of organization and rights of equity holders. These
comparisons are intended to assist you in understanding how your investment will
be changed if your common units are acquired in exchange for common stock. This
summary does not constitute a complete discussion of these matters, and you
should carefully review the balance of this prospectus and the registration
statement of which this prospectus is a part for additional important
information about us.

Form of organization and assets owned

Boston Properties Limited Partnership Boston Properties, Inc.

Boston Properties Limited Partnership is Boston Properties, Inc. is a Delaware
organized as a Delaware limited partnership. corporation. We elected to be taxed as a
We conduct substantially all of our REIT under the Internal Revenue Code
operations through Boston Properties Limited commencing with our taxable year ended
Partnership. December 31, 1997, and intend to maintain
our qualifications as a REIT. We conduct
substantially all our business through
Boston Properties Limited Partnership in
which we are the sole general partner and
maintain a controlling economic interest.
Our interest in Boston Properties Limited
Partnership will increase as common units
are redeemed for cash or acquired by us and
as we issue additional capital stock and
contribute the net proceeds to Boston
Properties Limited Partnership. Our interest
in Boston Properties Limited Partnership
will decrease as we issue additional common
units and preferred units in exchange for
property contributed to Boston Properties
Limited Partnership.

Length of investment

Boston Properties Limited Partnership Boston Properties, Inc.

Boston Properties Limited Partnership has a Boston Properties, Inc. has a perpetual
stated termination date of December 31, term.
2095, although it may be terminated earlier
under limited circumstances.

Purchases and permitted investments

Boston Properties Limited Partnership Boston Properties, Inc.

The purpose of Boston Properties Limited Our certificate of incorporation permits us
Partnership includes the conduct of any to engage in any lawful activity permitted
business that may be lawfully conducted by a under Delaware law. However, under the
limited partnership formed under Delaware limited partnership agreement of Boston
law except that the limited partnership Properties Limited Partnership, we, as its
agreement of Boston Properties Limited general partner, may not conduct any
Partnership requires that Boston Properties business other than the business of Boston
Limited Partnership conduct its business in Properties Limited Partnership and related
a manner that will permit Boston Properties, activities.
Inc. to continue as a REIT for federal
income tax purposes. Subject to the
foregoing limitation, Boston Properties
Limited Partnership may invest or enter into
partnerships, joint ventures or similar
arrangements and may own interests in any
other entity.

Additional equity

Boston Properties Limited Partnership Boston Properties, Inc.

Boston Properties Limited Partnership is Our board of directors may cause Boston
authorized to issue common units, preferred Properties, Inc. to issue additional equity
units and other partnership interests to its securities consisting of common stock or
partners or to other persons for preferred stock; provided, that the total
consideration and on terms and conditions as number of shares issued does not exceed the
Boston Properties, Inc., as general partner, authorized number of shares of capital stock
in our sole discretion, may deem set forth in our certificate of
appropriate. In addition, we may cause incorporation. As long as Boston Properties
Boston Properties Limited Partnership to Limited Partnership is in existence, the net
issue to us additional common units, proceeds of all equity capital raised by us
preferred units or other partnership will be contributed to Boston Properties
interests in different series or classes Limited Partnership in exchange for common
which may be senior to the common units, units, preferred units or other interests in
provided the issuance to us is in Boston Properties Limited Partnership.
conjunction with an issuance of securities
of Boston Properties, Inc. having
substantially similar rights and in which
the proceeds of the offering are contributed
to Boston Properties Limited Partnership. No
limited partner has any preemptive or
similar rights with respect to additional
capital contributions to Boston Properties
Limited Partnership or the issuance or sale
of any interests therein.

Borrowing policies

Boston Properties Limited Partnership Boston Properties, Inc.

Boston Properties Limited Partnership has no We do not have a policy limiting the amount
restrictions on borrowings and Boston of debt that we may incur and we are not
Properties, Inc. as general partner, has restricted under our certificate of
full power and authority to cause Boston incorporation or bylaws from increasing our
Properties Limited Partnership to borrow borrowings.
money.

Other investment restrictions

Boston Properties Limited Partnership Boston Properties, Inc.

Other than restrictions precluding Neither our certificate of incorporation nor
investments by Boston Properties Limited our bylaws impose any restrictions upon the
Partnership that would adversely affect the types of investments we can make except
qualification of Boston Properties, Inc. as that, under the certificate of
a REIT, there are no restrictions upon incorporation, our board of directors is
Boston Properties Limited Partnership's prohibited from taking any action that would
authority to enter into transactions, terminate our REIT status, unless 75% of our
including, among others, making investments, directors vote to terminate our REIT status.
lending its funds, or reinvesting its cash
flow and net sale or refinancing proceeds. However, under our limited partnership
agreement we, as general partner, may not
conduct any business other than the business
of Boston Properties Limited Partnership and
related activities.

Management control

Boston Properties Limited Partnership Boston Properties, Inc.

All management powers over the business and Our board of directors has exclusive control
affairs of Boston Properties Limited over our business and affairs subject only
Partnership are vested in Boston Properties, to those restrictions set forth in our
Inc., as general partner, and no limited certificate of incorporation and our bylaws
partner of Boston Properties Limited or provided by Delaware law. Our board of
Partnership has any right to participate in directors is divided into three classes. At
or exercise control or management power over each annual meeting of our shareholders, the
the ordinary business and affairs of Boston successors of the class of directors whose
Properties Limited Partnership. Boston terms expire at that meeting will be
Properties, Inc. may not be removed as elected. The policies adopted by our board
general partner by the limited partners with of directors may be altered or eliminated
or without cause. without the advice of our stockholders.
Accordingly, except for their vote in the
elections of directors, our stockholders
have no control over our ordinary business
policies.

Management liability and indemnification

Boston Properties Limited Partnership Boston Properties, Inc.

Our limited partnership agreement generally Our certificate of incorporation generally
provides that Boston Properties, Inc., as eliminates the personal liability of our
general partner, will incur no liability to directors to Boston Properties, Inc. or our
Boston Properties Limited Partnership or any stockholders for monetary damages for
limited partner for losses sustained or breaches of a director's duty of care or
liabilities incurred as a result of errors other duties as a director. The effect of
in judgment or of any act or omission if this provision in our certificate of
Boston Properties, Inc. acted in good faith. incorporation is to eliminate our rights and
In addition, Boston Properties, Inc., as the rights of our stockholders (through
general partner, is not responsible for any stockholders' derivative suits on our
misconduct or negligence on the part of our behalf) to recover monetary damages against
agents provided we appointed our agents in one of our directors for breach of the
good faith. Boston Properties, Inc., as fiduciary duty of care as a director,
general partner, may consult with legal including breaches resulting from negligent
counsel, accountants, appraisers, management or grossly negligent behavior, except in
consultants, investment bankers and other limited situations. This provision does not
consultants and advisors. Any action Boston limit or eliminate the rights of any
Properties, Inc. takes or omits to take in stockholder to seek non-monetary relief
reliance upon the opinion of these including an injunction or rescission in the
professionals and experts, as to matters event that one of our directors breaches the
that Boston Properties, Inc., as general duty of care. These provisions also do not
partner, reasonably believes to be within alter the liability of our directors under
their professional or expert competence, federal securities laws.
shall be conclusively presumed to have been
done or omitted in good faith and in
accordance with their opinion. Our limited
partnership agreement also provides for the
indemnification of Boston Properties, Inc.,
as general partner, of our directors and
officers, and of other persons as Boston
Properties, Inc., as general partner, may
from time to time designate, against any and
all losses, claims, damages, liabilities,
expenses, judgments, fines, settlements and
other amounts arising from any and all
claims, demands, actions, suits or
proceedings involving these indemnified
persons that relate to the operations of
Boston Properties Limited Partnership.

Anti-takeover provisions

Boston Properties Limited Partnership Boston Properties, Inc.

Except in limited circumstances, Boston Our certificate of incorporation, our
Properties, Inc., as general partner, has bylaws, and Delaware law contain a number of
exclusive management power over the business provisions that may have the effect of
and affairs of Boston Properties Limited delaying or discouraging an unsolicited
Partnership. Boston Properties, Inc. may not proposal for the acquisition of Boston
be removed as general partner by the limited Properties, Inc. or the removal of incumbent
partners with or without cause. management.

Voting rights

Boston Properties Limited Partnership Boston Properties, Inc.

Under our limited partnership agreement, the Our stockholders have the right to vote,
limited partners of Boston Properties among other things, on:
Limited Partnership do not have voting
rights relating to the operation and . the election of each class of our
management of Boston Properties Limited directors;
Partnership, except in connection with
matters, as described more fully below, . any merger involving the issuance of more
involving amendments to our limited than 20% of our outstanding common stock;
partnership agreement, dissolution of Boston
Properties Limited Partnership and the sale . any sale of substantially all of our
or exchange of all or substantially all of assets;
Boston Properties Limited Partnership's
assets, including mergers or other . most amendments to our certificate of
combinations. incorporation; and

In all cases where holders of common units . the dissolution of Boston Properties, Inc.
are entitled to vote, holders of Series Z
preferred units are also entitled to vote We are managed and controlled by our board
together with the common units as a single of directors consisting of three classes
class, with each Series Z preferred unit having staggered terms of office. At each
being treated as one common unit for annual meeting of our shareholders, the
purposes of any vote. successors of the class of directors whose
terms expire at that meeting will be
In addition, holders of all classes of elected.
preferred units have the right to a separate
class vote on any matter that would Each share of our common stock has one vote,
materially and adversely effect any right, and our certificate of incorporation permits
preference, privilege or voting power of the our board of directors to designate and
preferred units or their holders. issue preferred stock in one or more series
having voting powers which may differ from
that of our common stock.

Amendment of our limited partnership agreement or our certificate of
incorporation

Boston Properties Limited Partnership Boston Properties, Inc.

Amendments to our limited partnership Amendments to our certificate of
agreement may be proposed by Boston incorporation must be approved by our board
Properties, Inc., as general partner, or by of directors and generally by the vote of a
limited partners holding 20% or more of the majority of the votes entitled to be cast at
partnership interests. Generally, amendments a meeting of our stockholders. However, some
require our approval, as general partner, provisions of our certificate of
and the consent of a majority of the holders incorporation may not be amended, altered,
of common units. Amendments that would, changed or repealed without the affirmative
among other things, convert a limited vote of the holders of at least 66 2/3% or
partner's interest into a general partner's 75% of the voting power of all of the shares
interest, modify the limited liability of of our capital stock then entitled to vote,
any limited partner, alter the interest of voting together as a single class.
any limited partner in profits, losses or
distributions, alter or modify the
redemption right described herein, or cause
the termination of Boston Properties Limited
Partnership at a time inconsistent with the
terms of our limited partnership agreement,
must be approved by us, as general partner,
and each limited partner that would be
adversely affected by the amendment.

Vote required to dissolve Boston Properties Limited Partnership or
Boston Properties, Inc.

Boston Properties Limited Partnership Boston Properties, Inc.

Under our limited partnership agreement and Under Delaware law, our board of directors
Delaware law, Boston Properties Limited must obtain approval of holders of a
Partnership may be dissolved only upon an majority of all outstanding shares of our
election to dissolve by Boston Properties, capital stock in order to dissolve Boston
Inc. as general partner, and the affirmative Properties, Inc.
consent of limited partners (including us)
holding 85% of the common units.

Vote required to sell assets or merge

Boston Properties Limited Partnership Boston Properties, Inc.

Boston Properties, Inc. has agreed in our Under our certificate of incorporation, the
limited partnership agreement not to engage sale of all or substantially all of our
in business combinations unless the limited assets or any merger or consolidation of
partners of Boston Properties Limited Boston Properties, Inc. requires approval of
Partnership other than Boston Properties, 75% of our directors and holders of a
Inc. who hold the remaining common units majority of our outstanding common stock. No
receive, or have the opportunity to receive, approval of our stockholders is required for
the same consideration for their partnership the sale of less than substantially all our
interests as holders of our common stock in assets.
the transaction. If these limited partners
do not receive the same consideration, we
cannot engage in the transaction unless 75%
of these holders of common units vote to
approve the transaction. In addition, we
have agreed in the limited partnership
agreement of Boston Properties Limited
Partnership that we will not consummate
business combinations in which we received
the approval of our stockholders unless
these holders of common units are also
allowed to vote and the transaction would
have been approved had these holders of
common units been able to vote as
stockholders on the transaction. Therefore,
if our stockholders approve a business
combination that requires a vote of
stockholders, the limited partnership
agreement of Boston Properties Limited
Partnership requires the following before we
can consummate the transaction:

.. holders of common units (including Boston
Properties, Inc.) vote on the matter;

.. Boston Properties, Inc. must vote its
common units in the same proportion as our
stockholders voted on the transaction; and

.. the result of this vote of holders of
common units must be such that had the vote
been a vote of stockholders, the business
combination would have been approved.

Compensation, fees and distributions

Boston Properties Limited Partnership Boston Properties, Inc.

Boston Properties, Inc. does not receive any Our directors and officers receive
compensation for its services as general compensation for their services.
partner of Boston Properties Limited
Partnership. As a partner in Boston
Properties Limited Partnership, however,
Boston Properties, Inc. has a right to
allocations and distributions from Boston
Properties Limited Partnership in respect of
the common units and preferred units it
holds. In addition, Boston Properties
Limited Partnership will reimburse us, as
general partner, for all expenses incurred
relating to the ongoing operation of Boston
Properties, Inc.

Liability of investors

Boston Properties Limited Partnership Boston Properties, Inc.

Under our limited partnership agreement and Under Delaware law, our stockholders
Delaware law, the liability of the limited generally are not personally liable for the
partners for debts and obligations of debts or obligations of Boston Properties,
Boston Properties Limited Partnership is Inc.
generally limited to the amount of their
investment in Boston Properties Limited
Partnership.

Nature of investment

Boston Properties Limited Partnership Boston, Properties, Inc.

Common units constitute equity interests Our common stock constitutes equity
entitling each holder to a pro rata share of interests in Boston Properties, Inc. We are
cash distributions made to holders of common entitled to receive our pro rata share of
units, which may be made in the sole distributions made by Boston Properties
discretion of Boston, Properties, Inc. Limited Partnership with respect to our
interest in Boston Properties Limited
Partnership, and each holder of our common
stock will be entitled to a pro rata share
of any dividends paid with respect to common
stock. The dividends payable to the
stockholders are not fixed in amount and are
only paid if, when and as declared by our
board of directors. In order to qualify as a
REIT, we must distribute at least 90% of our
taxable income (excluding capital gains),
and any taxable income (including capital
gains) not distributed will be subject to
corporate income tax.

Potential dilution of rights

Boston Properties Limited Partnership Boston Properties, Inc.

Boston Properties, Inc., as general partner, Our board of directors may in its discretion
is authorized, in our sole discretion and cause the issuance of additional common
without limited partner approval, to cause stock or other equity securities with the
Boston Properties Limited Partnership to powers, preferences and rights as our board
issue additional common units, preferred of directors may designate at the time. The
units and other equity securities of Boston issuance of additional shares of our common
Properties Limited Partnership for any stock or other equity securities may result
partnership purpose at any time to the in the dilution of interests of our
limited partners or to other persons on stockholders.
terms established by us, as general partner.

Liquidity

Boston Properties Limited Partnership Boston Properties, Inc.

Generally common units may be transferred Our common stock is of a class that has been
without the consent of Boston Properties, registered under the Securities Exchange Act
Inc. as general partner. However, as general of 1934 and that is listed for trading on
partner, we, in our sole discretion, may or the New York Stock Exchange.
may not consent to the admission as a
limited partner of any transferee of common
units. If we, as general partner, do not
consent to the admission of a transferee,
the transferee will be an assignee of an
economic interest in Boston Properties
Limited Partnership but will not be a holder
of common units for any other purpose;
accordingly, the assignee will not be
permitted to vote on any affairs or issues
on which a limited partner may vote.

There is no market for common units, and
common units are not registered under the
Securities Exchange Act of 1934 nor are they
listed for trading on any securities
exchange.

Our common shares that you may receive in
exchange for your common units have been
registered under the Securities Act.

FEDERAL INCOME TAX CONSIDERATIONS AND CONSEQUENCES OF YOUR INVESTMENT

The following is a general summary of the material federal income tax
considerations and consequences associated with an investment in our common
stock. The following discussion is not exhaustive of all possible tax
considerations and is not tax advice. Moreover, this summary does not deal with
all tax aspects or consequences that might be relevant to you in light of your
personal circumstances; nor does it deal with particular types of stockholders
that are subject to special treatment under the Internal Revenue Code, such as
insurance companies, financial institutions and broker-dealers. The Internal
Revenue Code provisions governing the federal income tax treatment of real
estate investment trusts are highly technical and complex, and this summary is
qualified in its entirety by the applicable Internal Revenue Code provisions,
rules and regulations promulgated thereunder, and administrative and judicial
interpretations thereof. The following discussion is based on current law and on
representations from us concerning our compliance with the requirements for
qualification as a real estate investment trust.

We urge you, as a prospective investor, to consult your own tax advisor
with respect to the specific federal, state, local, foreign and other tax
consequences to you of the purchase, holding and sale of our common stock.

Federal income taxation

In the opinion of our tax counsel, Goodwin Procter LLP, commencing with our
first taxable year ended December 31, 1997, we have been organized in conformity
with the requirements for qualification as a real estate investment trust under
the Internal Revenue Code, and our method of operation will enable us to
continue to meet the requirements for qualification and taxation as a real
estate investment trust under the Internal Revenue Code, provided that we have
operated and continue to operate in accordance with various assumptions and
factual representations made by us concerning our business, properties and
operations. We may not, however, have met or continue to meet such requirements.
Qualification as a real estate investment trust depends upon us having met and
continuing to meet the various requirements imposed under the Internal Revenue
Code through actual operating results. Goodwin Procter LLP has relied on our
representations regarding our operations and has not and will not review these
operating results. No assurance can be given that actual operating results have
met or will meet these requirements.

If we have qualified and continue to qualify for taxation as a real estate
investment trust, we generally will not be subject to federal corporate income
taxes on that portion of our ordinary income or capital gain that is currently
distributed to stockholders. The real estate investment trust provisions of the
Internal Revenue Code generally allow a real estate investment trust to deduct
dividends paid to its stockholders. This deduction for dividends paid to
stockholders substantially eliminates the federal double taxation on earnings
that usually results from investments in a corporation. "Double taxation" refers
to taxation of income once at the corporate level when earned and once again at
the stockholder level when distributed. Additionally, a real estate investment
trust may elect to retain and pay taxes on a designated amount of its net
long-term capital gains, in which case the stockholders of the real estate
investment trust will include their proportionate share of the undistributed
long-term capital gains in income and receive a credit or refund for their share
of the tax paid by the real estate investment trust.

Failure to qualify

If we fail to qualify for taxation as a real estate investment trust in any
taxable year and the relief provisions do not apply, we will be subject to tax
on our taxable income at regular corporate rates, including any applicable
alternative minimum tax. Distributions to stockholders in any year in which we
fail to qualify will not be deductible by us nor will they be required to be
made. In such event, to the extent of current or accumulated earnings and
profits, all distributions to stockholders will be dividends, taxable as
ordinary income, and subject to limitations of the Internal Revenue Code,
corporate distributees may be eligible for the dividends-received deduction.
Unless we are entitled to relief under specific statutory provisions, we also
will be disqualified from

taxation as a real estate investment trust for the four taxable years following
the year during which qualification was lost. It is not possible to state
whether in all circumstances we would be entitled to such statutory relief. For
example, we must derive a minimum percent of our gross income from specified
sources in order to qualify as a real estate investment trust. If we fail to
satisfy these gross income tests because nonqualifying income that we
intentionally incur exceeds the limit on such income, the Internal Revenue
Service could conclude that our failure to satisfy the tests was not due to
reasonable cause, which is a condition to qualification for relief from the
four-year disqualification rule.

Taxation of United States stockholders and potential tax consequences of their
investment in our common stock

When we refer to a United States stockholder, we mean a holder of common
stock that is for federal income tax purposes:

. an individual who is a citizen or resident of the United States;

. a corporation created or organized in or under the laws of the United
States, any state thereof or the District of Columbia; or

. a partnership, trust or estate treated as a domestic partnership,
trust or estate.

For any taxable year for which we qualify for taxation as a real estate
investment trust, amounts distributed to taxable United States stockholders will
be taxed as follows.

Distributions generally. Distributions other than capital gain dividends to
United States stockholders will be taxable as dividends to the extent of our
current or accumulated earnings and profits as determined for federal income tax
purposes. For purposes of determining whether distributions are out of current
or accumulated earnings and profits, our earnings and profits will be allocated
first to any of our outstanding preferred shares and then to our common stock.
Such dividends will be taxable to the stockholders as ordinary income and will
not be eligible for the dividends-received deduction for corporations. To the
extent that we make a distribution to a United States stockholder in excess of
current or accumulated earnings and profits, the distribution will be treated
first as a tax-free return of capital with respect to the shares, reducing the
United States stockholder's tax basis in the shares, and the distribution in
excess of a United States stockholder's tax basis in the shares will be taxable
as gain realized from the sale of the shares. Dividends declared by us in
October, November or December of any year payable to a stockholder of record on
a specified date in any such month shall be treated as both paid by us and
received by the stockholder on December 31 of the year, provided that the
dividend is actually paid by us during January of the following calendar year.
United States stockholders may not include on their own federal income tax
returns any of our tax losses.

Capital gain dividends. Dividends to United States stockholders that are
properly designated by us as capital gain dividends will be treated as long-term
capital gains, to the extent they do not exceed our actual net capital gains,
for the taxable year without regard to the period for which the stockholder has
held its common stock. However, corporate stockholders may be required to treat
up to 20% of particular capital gain dividends as ordinary income. Capital gain
dividends are not eligible for the dividends-received deduction for
corporations.

Retained capital gains. A real estate investment trust may elect to retain,
rather than distribute, its net long-term capital gains received during the
year. To the extent designated by the real estate investment trust in a notice
to its stockholders, the real estate investment trust will pay the income tax on
such gains and the real estate investment trust stockholders must include their
proportionate share of the undistributed long-term capital gains so designated
in income. Each real estate investment trust stockholder will be deemed to have
paid its share of the tax paid by the real estate investment trust, which will
be credited or refunded to the stockholder. The basis of each stockholder's real
estate investment trust shares will be increased by its proportionate amount of
the undistributed long-term capital gains, net of the tax paid by the real
estate investment trust, included in such stockholder's long-term capital gains.

Passive activity loss and investment interest limitations. Distributions,
including deemed distributions of undistributed long-term capital gains, from us
and gain from the disposition of common stock will not be treated as passive
activity income, and therefore stockholders may not be able to apply any passive
losses against such income. Dividends from us, to the extent they do not
constitute a return of capital, will generally be treated as investment income
for purposes of the investment income limitation on the deductibility of
investment interest. However, net capital gain from the disposition of common
stock or capital gain dividends, including deemed distributions of undistributed
long-term capital gains, generally will be excluded from investment income.

Sale of the common stock. Upon the sale or exchange of common stock, the United
States stockholder will generally recognize gain or loss equal to the difference
between the amount realized on such sale and the tax basis of the common stock
sold or exchanged. Assuming such shares are held as a capital asset, such gain
or loss will be a long-term capital gain or loss if the shares have been held
for more than one year. However, any loss recognized by a United States
stockholder on the sale of common stock held for not more than six months and
with respect to which capital gains were required to be included in such
stockholder's income will be treated as a long-term capital loss to the extent
of the amount of such capital gains so included.

In general, the maximum tax rate imposed on the long-term capital gains of
non-corporate taxpayers is 20%, although a 25% maximum tax rate is imposed on
the portion of such gains attributable to the prior depreciation claimed in
respect of depreciable real property held for more than one year to the extent
such gain is not otherwise characterized as ordinary income under the
"recapture" provisions of Section 1250 of the code. The Secretary of the
Treasury has the authority to prescribe regulations on how the capital gains
rates will apply to sales and exchanges by partnerships and REITs and of
interests in partnerships and REITs. Pursuant to this authority, the Secretary
of the Treasury issued regulations relating to the taxation of capital gains in
the case of sales and exchanges of interests in partnerships. As of this time,
the Secretary of the Treasury has not issued regulations relating to the
taxation of capital gains in the case of sales or exchanges of interests in
REITS. Accordingly, you are urged to consult with your tax advisors with respect
to your capital gain tax liability resulting from any sale or taxable exchange
by you of our common stock.

Treatment of tax-exempt stockholders. Distributions, including deemed
distributions of undistributed long-term capital gains, from us to a tax-exempt
employee pension trust or other domestic tax-exempt stockholder generally will
not constitute unrelated business taxable income unless the stockholder has
borrowed to acquire or carry its common stock. However, certain qualified trusts
that hold more than 10% by value of the shares of a particular real estate
investment trust may be required to treat a specified percentage of these
distributions, including deemed distributions of undistributed long-term capital
gains, as unrelated business taxable income.

Backup withholding

Under the backup withholding rules, a United States stockholder may be
subject to backup withholding at the rate of 30% (decreasing periodically to 28%
in 2006) with respect to dividends paid on, and gross proceeds from the sale of,
the common stock unless such stockholder (1) is a corporation or comes within
other specific exempt categories and, when required, demonstrates this fact or
(2) provides a correct taxpayer identification number, certifies as to no loss
of exemption from backup withholding and otherwise complies with applicable
requirements of the backup withholding rules. A United States stockholder who
does not provide us with its current taxpayer identification number may be
subject to penalties imposed by the Commissioner of the Internal Revenue
Service. Any amount paid as backup withholding will be creditable against the
stockholder's income tax liability.

We will report to stockholders and the Internal Revenue Service the amount
of any reportable payments, including any dividends paid, and any amount
withheld with respect to the common stock during the calendar year.

State and local tax

Boston Properties and our stockholders may be subject to state and local
tax in various states and localities, including those in which we or our
stockholders transact business, own property or reside. The tax treatment of us
and our stockholders in such jurisdictions may differ from the federal income
tax treatment described above. Consequently, as a prospective investor, you
should consult your own tax advisors regarding the effect of state and local tax
laws on an investment in our common stock.

USE OF PROCEEDS

We will not receive any cash proceeds from our issuance of common stock
covered by this prospectus. However, we will acquire common units of Boston
Properties Limited Partnership in exchange for any shares of common stock we
issue.

PLAN OF DISTRIBUTION

This prospectus relates to the possible issuance from time to time of up to
an aggregate of 650,876 shares of common stock, if and to the extent that
holders of common units of Boston Properties Limited Partnership, issuable upon
conversion of Series Z preferred units of Boston Properties Limited Partnership,
tender these common units for redemption and we elect to acquire the common
units in exchange for common stock in accordance with the terms of the limited
partnership agreement of Boston Properties Limited Partnership.

We are registering the common stock pursuant to our obligations under the
limited partnership agreement of Boston Properties Limited Partnership and the
registration rights and lock-up agreement, but the registration of the common
stock does not necessarily mean that any of the common units will be presented
for redemption or that we will issue any common stock. We will not receive any
cash proceeds from the issuance of common stock to unitholders, however, we will
acquire common units in exchange.

We are paying the fees and expenses associated with registering the common
shares.

EXPERTS

The financial statements of Boston Properties, Inc. incorporated in this
prospectus by reference to the Annual Report on Form 10-K for the year ended
December 31, 2001 have been so incorporated in reliance upon the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in accounting and auditing.

LEGAL MATTERS

Certain legal matters, including the validity of the common stock offered
through this prospectus, will be passed upon for us by Goodwin Procter LLP.
Gilbert G. Menna, the sole stockholder of Gilbert G. Menna, P.C., a partner of
Goodwin Procter LLP, serves as one of our Assistant Secretaries. Mr. Menna, and
other partners of Goodwin Procter LLP, together own approximately 20,000 shares
of our common stock. Goodwin Procter LLP occupies approximately 54,043 square
feet at our property at 599 Lexington Avenue, New York, New York under a lease
that expires in 2008.

VALIDITY OF COMMON STOCK

The validity of the common stock we are offering will be passed upon for us
by Goodwin Procter LLP, Boston, Massachusetts.

================================================================================

650,876 Shares
of Common Stock

Boston Properties, Inc.

-------------------

Prospectus

-----------------------

_______, 2002

You should rely only on the information contained in this prospectus,
incorporated herein by reference or contained in a prospectus supplement. We
have not authorized anyone else to provide you with different or additional
information. We are not making an offer of these securities in any state where
the offer is not permitted. You should not assume that the information in this
prospectus, or incorporated herein by reference, or in any prospectus supplement
is accurate as of any date other than the date on the front of those documents.

--------------------

TABLE OF CONTENTS

Page
----

Prospectus Summary ........................................................ 2
Risk Factors .............................................................. 4
Where You Can Find More Information ....................................... 16
Incorporation of Documents By Reference ................................... 17
Forward-Looking Statements ................................................ 18
Our Company ............................................................... 19
Description of Common Stock ............................................... 20
Limits on Ownership of Our Stock .......................................... 24
Important Provisions of Delaware Law
and Our Certificate of Incorporation
and Bylaws ............................................................. 26
Description of Common Units ............................................... 29
Federal Income Tax Considerations

and Consequences of Your Investment .................................... 41
Use of Proceeds ........................................................... 45
Plan of Distribution ...................................................... 45
Experts ................................................................... 45
Legal Matters ............................................................. 46
Validity of Common Stock .................................................. 46

--------------------

================================================================================

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.
-------------------------------------------

The expenses in connection with the issuance and distribution of the
securities being registered are set forth in the following table (all amounts
except the registration fee are estimated):

Registration fee -- Securities and Exchange Commission $ 2,164.68
Accountants' fees and expenses ............................ 5,000.00
Blue Sky fees and expenses ................................ 1,500.00
Legal fees and expenses (other than Blue Sky) ............. 7,500.00
Printing expenses ......................................... 2,000.00
Miscellaneous 4,835.32

TOTAL ..................................................... $ 23,000.00
============

All expenses in connection with the issuance and distribution of the
securities being offered shall be borne by Boston Properties, Inc.

Item 15. Indemnification of Directors and Officers.
-----------------------------------------

Our certificate of incorporation and bylaws provide certain limitations on
the liability of our directors and officers for monetary damages to Boston
Properties. Our certificate of incorporation and bylaws obligate Boston
Properties to indemnify its directors and officers, and permit Boston Properties
to indemnify its employees and other agents, against certain liabilities
incurred in connection with their service in such capacities. These provisions
could reduce the legal remedies available to Boston Properties and our
stockholders against these individuals.

Our certificate of incorporation limits the liability of our directors and
officers to Boston Properties to the fullest extent permitted from time to time
by the Delaware General Corporation Law. The Delaware General Corporation Law
permits, but does not require, a corporation to indemnify its directors,
officers, employees or agents and expressly provides that the indemnification
provided for under the Delaware General Corporation Law shall not be deemed
exclusive of any indemnification right under any bylaw, vote of stockholders or
disinterested directors, or otherwise. The Delaware General Corporation Law
permits indemnification against expenses and certain other liabilities arising
out of legal actions brought or threatened against such persons for their
conduct on behalf of the corporation, provided that each such person acted in
good faith and in a manner that he reasonably believed was in or not opposed to
the corporation's best interests and in the case of a criminal proceeding, had
no reasonable cause to believe his or her conduct was unlawful. The Delaware
General Corporation Law does not allow indemnification of directors in the case
of an action by or in the right of the corporation (including stockholder
derivative suits) unless the directors successfully defend the action or
indemnification is ordered by the court.

Our certificate of incorporation contains a provision permitted by Delaware
law that generally eliminates the personal liability of directors for monetary
damages for breaches of their fiduciary duty, including breaches involving
negligence or gross negligence in business combinations, unless the director has
breached his or her duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or a knowing violation of law, paid a dividend or
approved a stock repurchase in violation of the Delaware General Corporation Law
or obtained an improper personal benefit. The provision does not alter a
director's liability under the federal securities laws. In addition, this
provision does not affect the availability of equitable remedies, such as an
injunction or rescission, for breach of fiduciary duty.

Our bylaws provide that our directors and officers will be, and, in the
discretion of our board of directors, non-officer employees may be, indemnified
by us to the fullest extent authorized by Delaware law, as it

II-1

now exists or may in the future be amended, against all expenses and liabilities
actually and reasonably incurred in connection with service for or on behalf of
Boston Properties. Our bylaws also provide that the right of directors and
officers to indemnification shall be a contract right and shall not be exclusive
of any other right now possessed or hereafter acquired under any bylaw,
agreement, vote of stockholders, or otherwise.

We have entered into indemnification agreements with each of our directors
and executive officers. The indemnification agreements require, among other
matters, that we indemnify our directors and officers to the fullest extent
permitted by law and advance to the directors and officers all related expenses,
subject to reimbursement if it is subsequently determined that indemnification
is not permitted. Under these agreements, we must also indemnify and advance all
expenses incurred by directors and officers seeking to enforce their rights
under the indemnification agreements and may cover directors and officers under
our directors' and officers' liability insurance. Although the form of
indemnification agreement offers substantially the same scope of coverage
afforded by law, it provides additional assurance to directors and officers that
indemnification will be available because, as a contract, it cannot be modified
unilaterally in the future by our board of directors or our stockholders to
eliminate the rights it provides. It is the position of the Securities and
Exchange Commission that indemnification of directors and officers for
liabilities under the Securities Act of 1933 is against public policy and
unenforceable pursuant to Section 14 of the Securities Act of 1933.

Item 16. Exhibits.

4.1 Amended and Restated Certificate of Incorporation of Boston Properties,
Inc. (incorporated herein by reference to Boston Properties, Inc.'s
Registration Statement on Form S-11 (File No. 333-25279)).

4.2 Amended and Restated Bylaws of Boston Properties, Inc. (incorporated
herein by reference to Boston Properties, Inc.'s Registration Statement
on Form S-11 (File No. 333-25279)).

4.3 Second Amended and Restated Agreement of Limited Partnership of Boston
Properties Limited Partnership (incorporated herein by reference to
Boston Properties, Inc.'s Current Report on Form 8-K dated June 30,
1998, filed with the Commission on July 15, 1998).

4.4 Shareholder Rights Agreement dated as of June 16, 1997 between Boston
Properties, Inc. and Fleet National Bank (f.k.a. BankBoston, N.A.), as
Rights Agent (incorporated herein by reference to Boston Properties,
Inc.'s Registration Statement on Form S-11 (File No. 333-25279)).

*5.1 Opinion of Goodwin Procter LLP as to the legality of the securities and
interests being registered.

*8.1 Opinion of Goodwin Procter LLP as to certain tax matters.

23.1 Consent of PricewaterhouseCoopers LLP, Independent Public Accountants.

*23.2 Consent of Goodwin Procter LLP (included as part of Exhibits 5.1 and
8.1).

*24.1 Powers of Attorney (included on the signature page of the Registration
Statement as filed).

*99.1 Registration Rights and Lock-Up Agreement, dated as of December 11,
2000, by and between Boston Properties, Inc. and Vine Street Properties
I and Vine Street Properties II.

--------------------------

* Previously filed

II-2

Item 17. Undertakings.

(a) Boston Properties, Inc. hereby undertakes:

(1) To file, during any period in which offers or sales are being made
pursuant to this Registration Statement, 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 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 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by Boston Properties pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this 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) Boston Properties hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of Boston
Properties' annual report pursuant to Section 13(a) or 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 directors, officers and controlling persons of
Boston Properties pursuant to the foregoing provisions, or otherwise, Boston
Properties 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
Boston Properties of expenses incurred or paid by a director, officer or
controlling person of Boston Properties 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, Boston Properties 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-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Boston
Properties, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston, the Commonwealth of Massachusetts, on
this 4th day of March, 2002.

BOSTON PROPERTIES, INC.
By: /s/ Edward H. Linde
-----------------------------
Name: Edward H. Linde
Title: President and Chief
Executive Officer

KNOW ALL BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints each of Mortimer B. Zuckerman, Edward H. Linde
and Douglas T. Linde as such person's true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution, for such person in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
(or any Registration Statement for the same offering that is to be effective
upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to
file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, 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 and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that any said attorney-in-fact
and agent, or any substitute or substitutes of any of them, may lawfully do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date

* Chairman of the Board of Directors March 4, 2002
----------------------------------
Mortimer B Zuckerman

/s/ Edward H. Linde President and Chief Executive Officer, March 4, 2002
---------------------------------- Director (Principal Executive Officer)
Edward H. Linde

* Chief Financial Officer (Principal Financial March 4, 2002
---------------------------------- Officer and Principal Accounting Officer)
Douglas T. Linde

* Director March 4, 2002
----------------------------------
Alan J. Patricof

* Director March 4, 2002
----------------------------------
Ivan G. Seidenberg

* Director March 4, 2002
----------------------------------
Martin Turchin

* Director March 4, 2002
----------------------------------
Alan B. Landis

* Director March 4, 2002
----------------------------------
Richard A. Salomon

*By: /s/ Edward H. Linde
-------------------
Edward H. Linde
Attorney-in-Fact

II-4

EXHIBIT INDEX

Exhibit No. Description

4.1 Amended and Restated Certificate of Incorporation of Boston
Properties, Inc. (incorporated herein by reference to Boston
Properties, Inc.'s Registration Statement on Form S-11 (File No.
333-25279)).

4.2 Amended and Restated Bylaws of Boston Properties, Inc.
(incorporated herein by reference to Boston Properties, Inc.'s
Registration Statement on Form S-11 (File No. 333-25279)).

4.3 Second Amended and Restated Agreement of Limited Partnership of
Boston Properties Limited Partnership (incorporated herein by
reference to Boston Properties, Inc.'s Current Report on Form 8-K
dated June 30, 1998, filed with the Commission on July 15, 1998).

4.4 Shareholder Rights Agreement dated as of June 16, 1997 between
Boston Properties, Inc. and Fleet National Bank (f.k.a.
BankBoston, N.A.), as Rights Agent (incorporated herein by
reference to Boston Properties, Inc.'s Registration Statement on
Form S-11 (File No. 333-25279)).

*5.1 Opinion of Goodwin Procter LLP as to the legality of the
securities and interests being registered.

*8.1 Opinion of Goodwin Procter LLP as to certain tax matters.

23.1 Consent of PricewaterhouseCoopers LLP, Independent Public
Accountants.

*23.2 Consent of Goodwin Procter LLP (included as part of Exhibits 5.1
and 8.1).

*24.1 Powers of Attorney (included on the signature page of the
Registration Statement as filed).

*99.1 Registration Rights and Lock-Up Agreement, dated as of December
11, 2000, by and between Boston Properties, Inc. and Vine Street
Properties I and Vine Street Properties II.

------------------------

* Previously filed

II-5