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

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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 DC 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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
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).
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LIMITED POWER OF ATTORNEY

FOR

SECTION 16(a) FILINGS



          Know all by these presents, that the undersigned hereby

constitutes and appoints each of Douglas T. Linde, Eric G. Kevorkian,

Kelli A. DiLuglio and Arthur S. Flashman, signing singly, to be the

undersigned's true and lawful attorney-in-fact to: (1) execute for and

on behalf of the undersigned, in the undersigned's capacity as an

officer, director and/or stockholder of Boston Properties, Inc. (the

"Company"), Forms 3, 4, and 5 and amendments thereto in accordance with

Section 16(a) of the Securities Exchange Act of 1934 and the rules

thereunder; (2) do and perform any and all acts for and on behalf of

the undersigned which may be necessary or desirable to complete and

execute any such Form 3, 4, or 5 and any amendments thereto and timely

file such forms with the United States Securities and Exchange

Commission (the "SEC") and any stock exchange or similar authority,

including, but not limited to, taking any actions necessary or

desirable in connection with effectuating electronic filings; and (3)

take any other action of any type whatsoever which, in the opinion of

such attorney-in-fact, may be necessary or desirable in connection with

the foregoing authority, it being understood that the documents

executed by such attorney-in-fact on behalf of the undersigned pursuant

to this Power of Attorney shall be in such form and shall contain such

terms and conditions as such attorney-in-fact may approve in such

attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power

and authority to do and perform any and every act and thing whatsoever

requisite, necessary, or proper to be done in the exercise of any of

the rights and powers herein granted, as fully to all intents and

purposes as the undersigned might or could do if personally present,

with full power of substitution or revocation, hereby ratifying and

confirming all that such attorney-in-fact, or such attorney-in-fact's

substitute or substitutes, shall lawfully do or cause to be done by

virtue of this Power of Attorney and the rights and powers herein

granted.  The undersigned acknowledges that the foregoing attorneys-in-

fact, in serving in such capacity at the request of the undersigned,

are not assuming, nor is the Company assuming, any of the undersigned's

responsibilities to comply with Section 16 of the Securities Exchange

Act of 1934.



This Power of Attorney shall remain in full force and effect until the

undersigned is no longer required to file Forms 3, 4, and 5 with

respect to the undersigned's holdings of and transactions in securities

issued by the Company, unless earlier revoked by the undersigned in a

signed writing delivered to the foregoing attorneys-in-fact.   This

Power of Attorney may be filed with the SEC as a confirming statement

of the authority granted herein.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney

to be executed as of this  22nd     day of August, 2005.



/s/ Peter D. Johnston

Signed

Peter D. Johnston

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