SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

JOHNSTON PETER D

(Last)

(First)

(Middle)

C/O BOSTON PROPERTIES, INC.

901 NEW YORK AVENUE, NW

(Street)

WASHINGTON

20001

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/01/2005

3. Issuer Name and Ticker or Trading Symbol
BOSTON PROPERTIES INC [ BXP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.01	11,286.5895	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common OP Units	⁽¹⁾	⁽¹⁾	Common Stock	12,984	⁽¹⁾	D
LTIP Units	⁽²⁾⁽³⁾	⁽²⁾	Common Stock	6,216	⁽²⁾	D
Employee Stock Option (right to buy)	⁽⁴⁾	01/24/2010	Common Stock	25,000	$30.4375	D
Employee Stock Option (right to buy)	⁽⁵⁾	01/18/2011	Common Stock	37,500	$40.75	D
Employee Stock Option (right to buy)	⁽⁶⁾	01/17/2012	Common Stock	37,500	$37.7	D

Explanation of Responses:

1. Represents common units of limited partnership interest in Boston Properties Limited Partnership (BPLP) (Common OP Units), of which the Issuer is the general partner. Each Common OP Unit may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of a share of Common Stock, except that the Issuer may, at its election as directed by BPLP, acquire each Common OP Unit so presented for one share of Common Stock. Common OP Units were acquired by the Reporting Person in exchange for interests in property.

2. Represents units of limited partnership interest in BPLP issued as long term incentive compensation pursuant to the Issuer's equity based compensatory programs. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each LTIP Unit may be converted, at the election of the holder, into a Common OP Unit. Each Common OP Unit acquired upon conversion of a LTIP Unit may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of a share of the Issuer's Common Stock, except that the Issuer may, at its election as directed by BPLP, acquire each Common OP Unit so presented for one share of Common Stock.

3. 3,198 LTIP Units vest over five years, 0% in first two years, 25% on February 1, 2007, 35% on February 1, 2008, and 40% on February 1, 2009. 3,018 LTIP Units vest over five years, 0% in first two years, 25% on February 1, 2008, 35% on February 1, 2009, and 40% on February 1, 2010.

4. The options vested in three equal annual installments beginning January 24, 2001.

5. The options vested in three equal annual installments beginning January 18, 2002.

6. The options vested in three equal annual installments beginning January 17, 2003.

Remarks:

	/s/ Kelli A. DiLuglio, as Attorney-in-Fact	09/07/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.