<PAGE>

As filed with the Securities and Exchange Commission on January 29, 2001

                                                 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.)

                        800 Boylston Street, Suite 400
                          Boston, Massachusetts 02199
                                (617) 236-3300
   (Address, including zip code, and telephone number, including area code
                 of Registrant's principal executive offices)

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

                            Boston Properties, Inc.
                     1997 Stock Option and Incentive Plan
                           (Full Title of the Plan)

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

                        Mortimer B. Zuckerman, Chairman
                          Edward H. Linde, President
                          and Chief Executive Officer
                            BOSTON PROPERTIES, INC.
                        800 Boylston Street, Suite 400
                          Boston, Massachusetts 02199
                                (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>
=====================================================================================================================
 Title of Securities      Amount to be         Proposed Maximum            Proposed Maximum             Amount of
   to be Registered      Registered (1)    Offering Price Per Share    Aggregate Offering Price      Registration Fee
---------------------------------------------------------------------------------------------------------------------
<S>                      <C>               <C>                         <C>                           <C>
Common Stock, par          8,932,101              $41.875                    $374,031,729               $93,507.93
value $.01 per share
=====================================================================================================================
</TABLE>

(1)  This Registration Statement also relates to the rights to purchase shares
     of Series E Junior Participating Cumulative Preferred Stock of the
     Registrant which are attached to all shares of Common Stock issued,
     pursuant to the terms of the Registrant's Shareholder Rights Agreement
     adopted on June 16, 1997. Until the occurrence of certain prescribed
     events, the rights are not exercisable, are evidenced by the certificates
     for the Common Stock and will be transferred with and only with such Common
     Stock. Because no separate consideration is paid for the rights, the
     registration fee therefor is included in the fee for the Common Stock. This
     Registration Statement also relates to such additional shares as may be
     issuable as a result of certain adjustments including, without limitation,
     stock dividends, stock splits and distributions of options, warrants,
     convertible securities, evidences of indebtedness or assets.

(2)  This estimate is based on the average of the high and low sales prices of
     the common stock of Boston Properties, Inc., par value $.01 per share, as
     reported on the New York Stock Exchange on January 26, 2001, pursuant to
     Rule 457(c) and (h) under the Securities Act, solely for purposes of
     determining the registration fee.
================================================================================
<PAGE>

                                    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, 1999;

        (b)    the Company's Quarterly Reports on Form 10-Q for the quarters
               ended March 31, 2000, June 30, 2000 and September 30, 2000;

        (c)    the Company's Current Reports on Form 8-K filed on April 26,
               2000, July 27, 2000, October 16, 2000 and January 24, 2001.

        (d)    the description of the Common Stock contained in the Company's
               Registration Statement on Form 8-A, filed on June 12, 1997, and
               all amendments and reports updating such description; and

        (e)    the description of the rights to purchase shares of the Company's
               Series E Junior Participating Cumulative Preferred Stock
               contained in the Company's Registration Statement on Form 8-A,
               filed on June 12, 1997, and the description contained in the
               Company's Registration Statement on Form 8-A/A filed on June 16,
               1997 amending such description, and all amendments and reports
               updating such description.

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

        Not applicable.

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 26,000 square feet at 599 Lexington Avenue, New York under a lease
with the Company that expires in 2002.

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

                                       2
<PAGE>

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.

        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 Goodwin Procter LLP (included in their opinion
               filed as Exhibit 5.1 hereto).
     23.2      Consent of PricewaterhouseCoopers LLP.
     24.1      Power of Attorney (included on the signature page of this
               Registration Statement).
     99.1      Boston Properties, Inc. 1997 Stock Option and Incentive Plan
               (incorporated by reference to Exhibit A to the Company's Proxy
               Statement for use with its 2000 Annual Meeting of Stockholders,
               which was filed with the Commission on March 31, 2000).

                                       3
<PAGE>

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 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

                                       4

<PAGE>

               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 29th day of January, 2001.

                                   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 29, 2001
----------------------------
    Mortimer B. Zuckerman

/s/ Edward H. Linde                          President and Chief Executive Officer, Director                  January 29, 2001
----------------------------
       Edward H. Linde                                (Principal Executive Officer)

/s/Douglas T. Linde                   Senior Vice President, Chief Financial Officer and Treasurer            January 29, 2001
----------------------------
      Douglas T. Linde               (Principal Financial Officer and Principal Accounting Officer)

/s/ Alan J. Patricof                                            Director                                      January 29, 2001
----------------------------
      Alan J. Patricof

/s/ Ivan G. Seidenberg                                          Director                                      January 29, 2001
----------------------------
     Ivan G. Seidenberg

/s/ Martin Turchin                                              Director                                      January 29, 2001
----------------------------
       Martin Turchin

/s/ Alan B. Landis                                              Director                                      January 29, 2001
----------------------------
       Alan B. Landis

/s/ Richard E. Salomon                                          Director                                      January 29, 2001
----------------------------
     Richard E. Salomon
</TABLE>

                                       6
<PAGE>

                                  EXHIBIT INDEX
                                  -------------

<TABLE>
<CAPTION>
Exhibit No.                            Description
----------                             -----------
<S>            <C>
     5.1       Opinion of Goodwin Procter LLP as to the legality of the
               securities being registered.
    23.1       Consent of Goodwin Procter LLP (included in their opinion
               filed as Exhibit 5.1 hereto).
    23.2       Consent of PricewaterhouseCoopers LLP, Independent Public
               Accountants.
    24.1       Power of Attorney (included on the signature page of this
               Registration Statement).
    99.1       Boston Properties, Inc. 1997 Stock Option and Incentive Plan
               (incorporated by reference to Exhibit A to the Company's Proxy
               Statement for use with its 2000 Annual Meeting of Stockholders,
               which was filed with the Commission on March 31, 2000).
</TABLE>

                                       7
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 24290}]
{"company-data": {"conformed-name": "BOSTON PROPERTIES INC", "cik": "0001037540", "assigned-sic": "6500", "irs-number": "042473675", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54550", "film-number": "1518262"}, "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 29, 2001

                                                 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.)

                        800 Boylston Street, Suite 400
                          Boston, Massachusetts 02199
                                (617) 236-3300
   (Address, including zip code, and telephone number, including area code
                 of Registrant's principal executive offices)

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

                            Boston Properties, Inc.
                     1997 Stock Option and Incentive Plan
                           (Full Title of the Plan)

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

                        Mortimer B. Zuckerman, Chairman
                          Edward H. Linde, President
                          and Chief Executive Officer
                            BOSTON PROPERTIES, INC.
                        800 Boylston Street, Suite 400
                          Boston, Massachusetts 02199
                                (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      Amount to be         Proposed Maximum            Proposed Maximum             Amount of
   to be Registered      Registered (1)    Offering Price Per Share    Aggregate Offering Price      Registration Fee
---------------------------------------------------------------------------------------------------------------------
Common Stock, par          8,932,101              $41.875                    $374,031,729               $93,507.93
value $.01 per share
=====================================================================================================================
(1)  This Registration Statement also relates to the rights to purchase shares
     of Series E Junior Participating Cumulative Preferred Stock of the
     Registrant which are attached to all shares of Common Stock issued,
     pursuant to the terms of the Registrant's Shareholder Rights Agreement
     adopted on June 16, 1997. Until the occurrence of certain prescribed
     events, the rights are not exercisable, are evidenced by the certificates
     for the Common Stock and will be transferred with and only with such Common
     Stock. Because no separate consideration is paid for the rights, the
     registration fee therefor is included in the fee for the Common Stock. This
     Registration Statement also relates to such additional shares as may be
     issuable as a result of certain adjustments including, without limitation,
     stock dividends, stock splits and distributions of options, warrants,
     convertible securities, evidences of indebtedness or assets.

(2)  This estimate is based on the average of the high and low sales prices of
     the common stock of Boston Properties, Inc., par value $.01 per share, as
     reported on the New York Stock Exchange on January 26, 2001, pursuant to
     Rule 457(c) and (h) under the Securities Act, solely for purposes of
     determining the registration fee.
================================================================================
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, 1999;

        (b)    the Company's Quarterly Reports on Form 10-Q for the quarters
               ended March 31, 2000, June 30, 2000 and September 30, 2000;

        (c)    the Company's Current Reports on Form 8-K filed on April 26,
               2000, July 27, 2000, October 16, 2000 and January 24, 2001.

        (d)    the description of the Common Stock contained in the Company's
               Registration Statement on Form 8-A, filed on June 12, 1997, and
               all amendments and reports updating such description; and

        (e)    the description of the rights to purchase shares of the Company's
               Series E Junior Participating Cumulative Preferred Stock
               contained in the Company's Registration Statement on Form 8-A,
               filed on June 12, 1997, and the description contained in the
               Company's Registration Statement on Form 8-A/A filed on June 16,
               1997 amending such description, and all amendments and reports
               updating such description.

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

        Not applicable.

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 26,000 square feet at 599 Lexington Avenue, New York under a lease
with the Company that expires in 2002.

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

                                       2
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.

        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 Goodwin Procter LLP (included in their opinion
               filed as Exhibit 5.1 hereto).
     23.2      Consent of PricewaterhouseCoopers LLP.
     24.1      Power of Attorney (included on the signature page of this
               Registration Statement).
     99.1      Boston Properties, Inc. 1997 Stock Option and Incentive Plan
               (incorporated by reference to Exhibit A to the Company's Proxy
               Statement for use with its 2000 Annual Meeting of Stockholders,
               which was filed with the Commission on March 31, 2000).

                                       3
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 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

                                       4
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 29th day of January, 2001.

                                   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 29, 2001
----------------------------
    Mortimer B. Zuckerman

/s/ Edward H. Linde                          President and Chief Executive Officer, Director                  January 29, 2001
----------------------------
       Edward H. Linde                                (Principal Executive Officer)

/s/Douglas T. Linde                   Senior Vice President, Chief Financial Officer and Treasurer            January 29, 2001
----------------------------
      Douglas T. Linde               (Principal Financial Officer and Principal Accounting Officer)

/s/ Alan J. Patricof                                            Director                                      January 29, 2001
----------------------------
      Alan J. Patricof

/s/ Ivan G. Seidenberg                                          Director                                      January 29, 2001
----------------------------
     Ivan G. Seidenberg

/s/ Martin Turchin                                              Director                                      January 29, 2001
----------------------------
       Martin Turchin

/s/ Alan B. Landis                                              Director                                      January 29, 2001
----------------------------
       Alan B. Landis

/s/ Richard E. Salomon                                          Director                                      January 29, 2001
----------------------------
     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 Goodwin Procter LLP (included in their opinion
               filed as Exhibit 5.1 hereto).
    23.2       Consent of PricewaterhouseCoopers LLP, Independent Public
               Accountants.
    24.1       Power of Attorney (included on the signature page of this
               Registration Statement).
    99.1       Boston Properties, Inc. 1997 Stock Option and Incentive Plan
               (incorporated by reference to Exhibit A to the Company's Proxy
               Statement for use with its 2000 Annual Meeting of Stockholders,
               which was filed with the Commission on March 31, 2000).
7