<PAGE>

    As filed with the Securities and Exchange Commission on January 31, 2002

                                           Registration Statement No.  333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             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 No.)

                        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)

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

                                Boston Properties
                           Deferred Compensation Plan
                            (Full Title of the Plan)

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

                         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)

                                    Copy to:
                             GILBERT G. MENNA, P.C.
                               Goodwin Procter LLP
                                 Exchange Place
                           Boston, Massachusetts 02109
                                 (617) 570-1000

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
<S>                                        <C>                                             <C>
======================================================================================================================
  Title of Securities to be Registered     Proposed Maximum Aggregate Offering                Amount of
                                                        Price(1,2)                         Registration Fee
----------------------------------------------------------------------------------------------------------------------
   Deferred Compensation Obligations                   $10,000,000                             $920.00
======================================================================================================================
</TABLE>


(1)   This estimate is made pursuant to Rule 457(h) under the Securities Act of
      1933, as amended, based on the estimated amount of compensation being
      deferred under the plan. Estimated for purposes of calculating the
      registration fee in accordance with Rule 457(o) under the Securities Act
      of 1933.

(2)   Pursuant to Rule 416(c) under the Securities Act of 1933, this
      registration statement covers an indeterminate amount of obligations to be
      offered or sold pursuant to the deferred compensation plan described
      herein.

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

<PAGE>
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information*
         ----------------

Item 2.  Registrant Information and Employee Plan Annual Information*
         -----------------------------------------------------------

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended (the "Securities Act") and the Note to
Part I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The following documents filed by Boston Properties, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference as of their respective dates:

         (a)      the Company's Annual Report on Form 10-K for the year ended
                  December 31, 2000;

         (b)      the Company's Definitive Proxy Statement on Form 14A filed
                  March 30, 2001;

         (c)      the Company's Quarterly Reports on Form 10-Q for the quarters
                  ended March 31, 2001, June 30, 2001 and September 30, 2001;
                  and

         (d)      the Company's Current Reports on Form 8-K dated January 23,
                  2001, April 24, 2001, April 25, 2001 (as amended by our
                  Amended Current Report on Form 8-K/A filed July 9, 2001), June
                  6, 2001, July 18, 2001, September 14, 2001, October 23, 2001
                  (as amended by our Amended Current Report on Form 8-K/A filed
                  November 14, 2001) and January 22, 2002.

         In addition, all documents subsequently filed with the Commission by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities
         -------------------------

         Under the Boston Properties Deferred Compensation Plan (the "Plan"), BP
Management, L.P., an affiliate of the Company (the "Sponsor") will provide a
select group of management and highly compensated employees of the Sponsor (each
a "Participant") the opportunity to enter into agreements for the deferral of a
specified percentage of their compensation. The securities being registered
represent obligations (the "Obligations") of the Sponsor under the Plan to pay
in the future to the Participants in the Plan the value of the deferred
compensation. The Obligations may also represent amounts that the Sponsor
credits to a Participant's account under the Plan.

         Amounts credited to a Participant's account are credited with notional
earnings based on investment measurement options under the Plan. The Obligations
are payable in cash upon the occurrence of a specified triggering event in a
lump sum or upon retirement in a lump sum distribution or in installments, at
the election of the Participant made in accordance with the Plan. There is no
trading market for the Obligations.

         The Obligations are unsecured general obligations of the Sponsor and
rank PARI PASSU with other unsecured and unsubordinated indebtedness of the
Sponsor. The Obligations may not be sold, assigned,

                                       2

<PAGE>
hypothecated, alienated, encumbered or in any way transferred or conveyed in
advance of receipt. Any attempt by any person to transfer or assign benefits
under the Plan other than a claim for benefits by a Participant or his or her
beneficiary(ies), will be null and void.

         The Obligations are not convertible into any other security of the
Sponsor or the Company. No trustee has been appointed to take action with
respect to the Obligations and each Participant in the Plan will be responsible
for enforcing his or her own rights with respect to the Obligations. The Sponsor
may establish a "rabbi trust" to serve as a source of funds from which it can
satisfy the Obligations. Participants in the Plan will have no rights to any
assets held by the rabbi trust, except as general creditors of the Sponsor.
Assets of the rabbi trust will at all times be subject to the claims of the
general creditors of the Sponsor.

Item 5.  Interests of Named Experts and Counsel
         --------------------------------------

         Certain legal matters, including the legality of the securities, have
been passed upon for the Company by Goodwin Procter LLP. Gilbert G. Menna, the
sole shareholder of Gilbert G. Menna, P.C., a partner of Goodwin Procter LLP,
serves as an Assistant Secretary of the Company. Certain partners of Goodwin
Procter LLP or their affiliates, together with Mr. Menna, own approximately
20,000 shares of Common Stock of the Company. Goodwin Procter LLP occupies
approximately 54,000 square feet at 599 Lexington Avenue, New York under a lease
with the Company that expires in 2008.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         The Company's Charter and Bylaws provide certain limitations on the
liability of its directors and officers for monetary damages to the Company. The
Charter and Bylaws obligate the Company to indemnify its directors and officers,
and permit the Company 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 the
Company and its stockholders against these individuals.

         The Charter limits the liability of directors and officers to the
Company to the fullest extent permitted from time to time by the Delaware
General Corporate Law ("DGCL"). The DGCL 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 DGCL shall
not be deemed exclusive of any indemnification right under any bylaw, vote of
stockholders or disinterested directors, or otherwise. The DGCL 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 or she 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 DGCL 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.

         The Charter 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 DGCL 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.

         The Company's Bylaws provide that its directors and officers will be,
and, in the discretion of the Board of Directors, non-officer employees may be,
indemnified by the Company 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 the Company. The 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.

                                       3

<PAGE>

         The Company has entered into indemnification agreements with each of
its directors and executive officers. The indemnification agreements require,
among other matters, that the Company indemnify its 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, the Company 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 its 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 the Board of
Directors or stockholders to eliminate the rights it provides. It is the
position of the Commission that indemnification of directors and officers for
liabilities under the Securities Act is against public policy and is
unenforceable pursuant to Section 14 of the Securities Act.

Item 7.  Exemption From Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

         The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement:

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

         23.1 Consent of PricewaterhouseCoopers LLP, Independent Public
         Accountants.

         23.2 Consent of Goodwin Procter LLP (included in their opinion filed as
         Exhibit 5.1 hereto).

         24.1 Power of Attorney (included on the signature page of this
         Registration Statement).

Item 9.  Undertakings.
         ------------

         (a)      The undersigned registrant hereby undertakes:

                  (1)      To file during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           registration statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act;

                           (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 the registration
                                    statement. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high end of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than 20 percent
                                    change in the maximum aggregate offering
                                    price set forth in the "Calculation of
                                    Registration Fee" table in the effective
                                    registration statement; and

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the registration
                                    statement or any material change to such
                                    information in the registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein 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


                                       4

<PAGE>

         furnished to the Commission by the registrant pursuant to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by reference in
         this registration statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act, 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)      The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the registrant's annual report
                  pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
                  where applicable, each filing of an employee benefit plan's
                  annual reports pursuant to Section 15(d) of the Exchange Act)
                  that is incorporated by reference in the 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 the registrant pursuant to the
                  foregoing provisions, or otherwise, the registrant has been
                  advised that in the opinion of the Commission such
                  indemnification is against public policy as expressed in the
                  Securities Act, and is, therefore, unenforceable. In the event
                  that a claim for indemnification against such liabilities
                  (other than the payment by the registrant of expenses incurred
                  or paid by a director, officer or controlling person of the
                  registrant 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, the registrant 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 Act and will be governed by the final
                  adjudication of such issue.



                                       5

<PAGE>
                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act,
Boston Properties, Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 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 31st day of January, 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.

<TABLE>
<CAPTION>
           Signature                                         Title                                       Date
           ---------                                         -----                                       ----
<S>                                            <C>                                               <C>
/s/ Mortimer B. Zuckerman                      Chairman of the Board of Directors                January 31, 2002
-------------------------
    Mortimer B. Zuckerman

/s/ Edward H. Linde                     President and Chief Executive Officer, Director          January 31, 2002
-------------------------                        (Principal Executive Officer)
    Edward H. Linde

/s/ Douglas T. Linde             Senior Vice President, Chief Financial Officer and Treasurer    January 31, 2002
-------------------------       (Principal Financial Officer and Principal Accounting Officer)
    Douglas T. Linde

/s/ Alan J. Patricof                                        Director                             January 31, 2002
-------------------------
    Alan J. Patricof

/s/ Ivan G. Seidenberg                                      Director                             January 31, 2002
-------------------------
    Ivan G. Seidenberg

/s/ Martin Turchin                                          Director                             January 31, 2002
-------------------------
    Martin Turchin

/s/ Alan B. Landis                                          Director                             January 31, 2002
-------------------------
    Alan B. Landis

/s/ Richard E. Salomon                                      Director                             January 31, 2002
-------------------------
    Richard E. Salomon
</TABLE>

                                       6

<PAGE>

                                  EXHIBIT INDEX


Exhibit No.                        Description
-----------                        -----------

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

  23.1    Consent of PricewaterhouseCoopers LLP, Independent Public Accountants.

  23.2    Consent of Goodwin Procter LLP (included in their opinion filed as
          Exhibit 5.1 hereto).

  24.1    Power of Attorney (included on the signature page of this
          Registration Statement).
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8 DEFERRED COMPENSATION PLAN", "secsgml_size_bytes": 25552}]
{"company-data": {"conformed-name": "BOSTON PROPERTIES INC", "cik": "0001037540", "assigned-sic": "6798", "irs-number": "042473675", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81824", "film-number": "02523781"}, "business-address": {"street1": "800 BOYLSTON STREET", "street2": "SUITE 400", "city": "BOSTON", "state": "MA", "zip": "02199", "phone": "6172363300"}, "mail-address": {"street1": "800 BOYLSTON STREET", "street2": "SUITE 400", "city": "BOSTON", "state": "MA", "zip": "02199"}}
As filed with the Securities and Exchange Commission on January 31, 2002

                                           Registration Statement No.  333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             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 No.)

                        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)

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

                                Boston Properties
                           Deferred Compensation Plan
                            (Full Title of the Plan)

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

                         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)

                                    Copy to:
                             GILBERT G. MENNA, P.C.
                               Goodwin Procter LLP
                                 Exchange Place
                           Boston, Massachusetts 02109
                                 (617) 570-1000

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

                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
  Title of Securities to be Registered     Proposed Maximum Aggregate Offering                Amount of
                                                        Price(1,2)                         Registration Fee
----------------------------------------------------------------------------------------------------------------------
   Deferred Compensation Obligations                   $10,000,000                             $920.00
======================================================================================================================
(1)   This estimate is made pursuant to Rule 457(h) under the Securities Act of
      1933, as amended, based on the estimated amount of compensation being
      deferred under the plan. Estimated for purposes of calculating the
      registration fee in accordance with Rule 457(o) under the Securities Act
      of 1933.

(2)   Pursuant to Rule 416(c) under the Securities Act of 1933, this
      registration statement covers an indeterminate amount of obligations to be
      offered or sold pursuant to the deferred compensation plan described
      herein.

================================================================================
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information*
         ----------------

Item 2.  Registrant Information and Employee Plan Annual Information*
         -----------------------------------------------------------

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended (the "Securities Act") and the Note to
Part I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The following documents filed by Boston Properties, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference as of their respective dates:

         (a)      the Company's Annual Report on Form 10-K for the year ended
                  December 31, 2000;

         (b)      the Company's Definitive Proxy Statement on Form 14A filed
                  March 30, 2001;

         (c)      the Company's Quarterly Reports on Form 10-Q for the quarters
                  ended March 31, 2001, June 30, 2001 and September 30, 2001;
                  and

         (d)      the Company's Current Reports on Form 8-K dated January 23,
                  2001, April 24, 2001, April 25, 2001 (as amended by our
                  Amended Current Report on Form 8-K/A filed July 9, 2001), June
                  6, 2001, July 18, 2001, September 14, 2001, October 23, 2001
                  (as amended by our Amended Current Report on Form 8-K/A filed
                  November 14, 2001) and January 22, 2002.

         In addition, all documents subsequently filed with the Commission by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities
         -------------------------

         Under the Boston Properties Deferred Compensation Plan (the "Plan"), BP
Management, L.P., an affiliate of the Company (the "Sponsor") will provide a
select group of management and highly compensated employees of the Sponsor (each
a "Participant") the opportunity to enter into agreements for the deferral of a
specified percentage of their compensation. The securities being registered
represent obligations (the "Obligations") of the Sponsor under the Plan to pay
in the future to the Participants in the Plan the value of the deferred
compensation. The Obligations may also represent amounts that the Sponsor
credits to a Participant's account under the Plan.

         Amounts credited to a Participant's account are credited with notional
earnings based on investment measurement options under the Plan. The Obligations
are payable in cash upon the occurrence of a specified triggering event in a
lump sum or upon retirement in a lump sum distribution or in installments, at
the election of the Participant made in accordance with the Plan. There is no
trading market for the Obligations.

         The Obligations are unsecured general obligations of the Sponsor and
rank PARI PASSU with other unsecured and unsubordinated indebtedness of the
Sponsor. The Obligations may not be sold, assigned,

                                       2
hypothecated, alienated, encumbered or in any way transferred or conveyed in
advance of receipt. Any attempt by any person to transfer or assign benefits
under the Plan other than a claim for benefits by a Participant or his or her
beneficiary(ies), will be null and void.

         The Obligations are not convertible into any other security of the
Sponsor or the Company. No trustee has been appointed to take action with
respect to the Obligations and each Participant in the Plan will be responsible
for enforcing his or her own rights with respect to the Obligations. The Sponsor
may establish a "rabbi trust" to serve as a source of funds from which it can
satisfy the Obligations. Participants in the Plan will have no rights to any
assets held by the rabbi trust, except as general creditors of the Sponsor.
Assets of the rabbi trust will at all times be subject to the claims of the
general creditors of the Sponsor.

Item 5.  Interests of Named Experts and Counsel
         --------------------------------------

         Certain legal matters, including the legality of the securities, have
been passed upon for the Company by Goodwin Procter LLP. Gilbert G. Menna, the
sole shareholder of Gilbert G. Menna, P.C., a partner of Goodwin Procter LLP,
serves as an Assistant Secretary of the Company. Certain partners of Goodwin
Procter LLP or their affiliates, together with Mr. Menna, own approximately
20,000 shares of Common Stock of the Company. Goodwin Procter LLP occupies
approximately 54,000 square feet at 599 Lexington Avenue, New York under a lease
with the Company that expires in 2008.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         The Company's Charter and Bylaws provide certain limitations on the
liability of its directors and officers for monetary damages to the Company. The
Charter and Bylaws obligate the Company to indemnify its directors and officers,
and permit the Company 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 the
Company and its stockholders against these individuals.

         The Charter limits the liability of directors and officers to the
Company to the fullest extent permitted from time to time by the Delaware
General Corporate Law ("DGCL"). The DGCL 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 DGCL shall
not be deemed exclusive of any indemnification right under any bylaw, vote of
stockholders or disinterested directors, or otherwise. The DGCL 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 or she 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 DGCL 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.

         The Charter 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 DGCL 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.

         The Company's Bylaws provide that its directors and officers will be,
and, in the discretion of the Board of Directors, non-officer employees may be,
indemnified by the Company 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 the Company. The 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.

                                       3
The Company has entered into indemnification agreements with each of
its directors and executive officers. The indemnification agreements require,
among other matters, that the Company indemnify its 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, the Company 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 its 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 the Board of
Directors or stockholders to eliminate the rights it provides. It is the
position of the Commission that indemnification of directors and officers for
liabilities under the Securities Act is against public policy and is
unenforceable pursuant to Section 14 of the Securities Act.

Item 7.  Exemption From Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

         The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement:

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

         23.1 Consent of PricewaterhouseCoopers LLP, Independent Public
         Accountants.

         23.2 Consent of Goodwin Procter LLP (included in their opinion filed as
         Exhibit 5.1 hereto).

         24.1 Power of Attorney (included on the signature page of this
         Registration Statement).

Item 9.  Undertakings.
         ------------

         (a)      The undersigned registrant hereby undertakes:

                  (1)      To file during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           registration statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act;

                           (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 the registration
                                    statement. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high end of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than 20 percent
                                    change in the maximum aggregate offering
                                    price set forth in the "Calculation of
                                    Registration Fee" table in the effective
                                    registration statement; and

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the registration
                                    statement or any material change to such
                                    information in the registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein 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

                                       4
furnished to the Commission by the registrant pursuant to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by reference in
         this registration statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act, 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)      The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the registrant's annual report
                  pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
                  where applicable, each filing of an employee benefit plan's
                  annual reports pursuant to Section 15(d) of the Exchange Act)
                  that is incorporated by reference in the 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 the registrant pursuant to the
                  foregoing provisions, or otherwise, the registrant has been
                  advised that in the opinion of the Commission such
                  indemnification is against public policy as expressed in the
                  Securities Act, and is, therefore, unenforceable. In the event
                  that a claim for indemnification against such liabilities
                  (other than the payment by the registrant of expenses incurred
                  or paid by a director, officer or controlling person of the
                  registrant 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, the registrant 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 Act and will be governed by the final
                  adjudication of such issue.

                                       5
SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act,
Boston Properties, Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 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 31st day of January, 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
           ---------                                         -----                                       ----
/s/ Mortimer B. Zuckerman                      Chairman of the Board of Directors                January 31, 2002
-------------------------
    Mortimer B. Zuckerman

/s/ Edward H. Linde                     President and Chief Executive Officer, Director          January 31, 2002
-------------------------                        (Principal Executive Officer)
    Edward H. Linde

/s/ Douglas T. Linde             Senior Vice President, Chief Financial Officer and Treasurer    January 31, 2002
-------------------------       (Principal Financial Officer and Principal Accounting Officer)
    Douglas T. Linde

/s/ Alan J. Patricof                                        Director                             January 31, 2002
-------------------------
    Alan J. Patricof

/s/ Ivan G. Seidenberg                                      Director                             January 31, 2002
-------------------------
    Ivan G. Seidenberg

/s/ Martin Turchin                                          Director                             January 31, 2002
-------------------------
    Martin Turchin

/s/ Alan B. Landis                                          Director                             January 31, 2002
-------------------------
    Alan B. Landis

/s/ Richard E. Salomon                                      Director                             January 31, 2002
-------------------------
    Richard E. Salomon
6
EXHIBIT INDEX

Exhibit No.                        Description
-----------                        -----------

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

  23.1    Consent of PricewaterhouseCoopers LLP, Independent Public Accountants.

  23.2    Consent of Goodwin Procter LLP (included in their opinion filed as
          Exhibit 5.1 hereto).

  24.1    Power of Attorney (included on the signature page of this
          Registration Statement).