<PAGE>
 
    As filed with the Securities and Exchange Commission on January 8, 1999

                                         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.)

                              8 Arlington Street
                         Boston, Massachusetts  02116
                                (617) 859-2600
   (Address, including zip code, and telephone number, including area code of
                   Registrant's principal executive offices)
                        _______________________________

    BOSTON PROPERTIES, INC. 1999 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
                           (Full Title of the Plan)

                        _______________________________

                        Mortimer B. Zuckerman, Chairman
                          Edward H. Linde, President
                          and Chief Executive Officer
                            BOSTON PROPERTIES, INC.
                              8 Arlington Street
                          Boston, Massachusetts 02116
                                (617) 859-2600

 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================================================================================================== 
Title of Securities to be      Amount to be       Proposed Maximum        Proposed Maximum          Amount of
 Registered                  Registered (1)(2)  Offering Price Per    Aggregate Offering Price   Registration Fee
                                                       Share
------------------------------------------------------------------------------------------------------------------ 
<S>                          <C>                <C>                   <C>                        <C>
Common Stock, par value           250,000             $30.22 (3)            $7,555,000.00           $2,101.00
 $.01 per share
=================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
    amended (the "Securities Act"), this registration statement also covers an
    indeterminate amount of interests to be offered or sold pursuant to the
    employee benefit plan described herein.

(2) 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 11,
    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.

(3) 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 4, 1999, 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,
     1997;

(b)  the Company's Quarterly Reports on Form 10-Q for the quarters ended March
     31, 1998, June 30, 1998 and September 30, 1998 and the Company's Report on
     Form 10-Q/A filed on December 1, 1998, amending the Report on Form 10-Q for
     the quarter ending September 30, 1998;

(c)  the Company's Current Reports on Form 8-K filed on September 26, 1997,
     November 6, 1997, November 26, 1997, December 16, 1997, January 12, 1998,
     January 26, 1998, February 6, 1998, June 9, 1998, July 15, 1998, July 17,
     1998, July 27, 1998, October 27, 1998 and November 25, 1998 and the
     Company's Current Reports on Form 8-K/A filed on November 14, 1997 and
     November 25, 1997, amending its Current Report on Form 8-K filed on
     September 26, 1997, the Company's Current Reports on Form 8-K/A filed on
     November 14, 1997 and December 4, 1997, amending its Current Report on Form
     8-K filed on November 6, 1997 and the Company's Current Report on Form 8-
     K/A filed on August 25, 1998, amending its Current Reports on Form 8-K
     filed on July 15, 1998, July 17, 1998 and July 27, 1998;

(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 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 & Hoar  LLP. Gilbert G. Menna,
the sole shareholder of Gilbert G. Menna, P.C., a partner of Goodwin, Procter &
Hoar  LLP, serves as an Assistant Secretary of the Company.  Certain partners of
Goodwin, Procter & Hoar  LLP or their affiliates, together with Mr. Menna, own
approximately 20,000 shares of Common Stock of the Company.  Goodwin, Procter &
Hoar  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 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 

                                      II-1
<PAGE>
 
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 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 & Hoar LLP as to the legality of the
             securities being registered.
       23.1  Consent of Goodwin, Procter & Hoar 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).

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

                                      II-2
<PAGE>
 
               (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 report 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.

                                      II-3
<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 8th day of January, 1999.


                                  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 David G. Gaw 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 8, 1999
--------------------------
    Mortimer B. Zuckerman


/s/ Edward H. Linde          President and Chief Executive       January 8, 1999
--------------------------   Officer, Director (Principal
    Edward H. Linde          Executive Officer)


/s/ David G. Gaw             Chief Financial Officer             January 8, 1999
--------------------------   (Principal Financial Officer
    David G. Gaw             and Principal Accounting Officer)


/s/ Alan J. Patricof         Director                            January 8, 1999
--------------------------                             
    Alan J. Patricof

/s/ Ivan G. Seidenberg       Director                            January 8, 1999
--------------------------                             
    Ivan G. Seidenberg

/s/ Martin Turchin           Director                            January 8, 1999
--------------------------                             
    Martin Turchin  

/s/ Alan B. Landis           Director                            January 8, 1999
--------------------------                             
    Alan B. Landis   

/s/ Richard A. Salomon       Director                            January 8, 1999
--------------------------                             
    Richard A. Salomon

                                      II-4
<PAGE>
 
    The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who will administer the plan) have 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 8th day of January, 1999.


                          BOSTON PROPERTIES, INC.,
                          as administrator of the Boston Properties, Inc. 1999
                          Non-Qualified Employee Stock Purchase Plan


                          By:  /s/ Brian Badrigian
                               --------------------------------------
                          Name:   Brian Badrigian
                          Title:  Vice President, Accounting

                                      II-5
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------


Exhibit No.                              Description
-----------                              -----------
    5.1       Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
              securities being registered.
   23.1       Consent of Goodwin, Procter & Hoar 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).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23733}]
{"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": "333-70321", "film-number": "99503244"}, "business-address": {"street1": "8 ARLINGTON ST", "city": "BOSTON", "state": "MA", "zip": "02116", "phone": "6178592600"}, "mail-address": {"street1": "8 ARLINGTON ST", "street2": "8 ARLINGTON ST", "city": "BOSTON", "state": "MA", "zip": "02116"}}
As filed with the Securities and Exchange Commission on January 8, 1999

                                         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.)

                              8 Arlington Street
                         Boston, Massachusetts  02116
                                (617) 859-2600
   (Address, including zip code, and telephone number, including area code of
                   Registrant's principal executive offices)
                        _______________________________

    BOSTON PROPERTIES, INC. 1999 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
                           (Full Title of the Plan)

                        _______________________________

                        Mortimer B. Zuckerman, Chairman
                          Edward H. Linde, President
                          and Chief Executive Officer
                            BOSTON PROPERTIES, INC.
                              8 Arlington Street
                          Boston, Massachusetts 02116
                                (617) 859-2600

 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
================================================================================================================== 
Title of Securities to be      Amount to be       Proposed Maximum        Proposed Maximum          Amount of
 Registered                  Registered (1)(2)  Offering Price Per    Aggregate Offering Price   Registration Fee
                                                       Share
------------------------------------------------------------------------------------------------------------------
Common Stock, par value           250,000             $30.22 (3)            $7,555,000.00           $2,101.00
 $.01 per share
=================================================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
    amended (the "Securities Act"), this registration statement also covers an
    indeterminate amount of interests to be offered or sold pursuant to the
    employee benefit plan described herein.

(2) 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 11,
    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.

(3) 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 4, 1999, 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,
     1997;

(b)  the Company's Quarterly Reports on Form 10-Q for the quarters ended March
     31, 1998, June 30, 1998 and September 30, 1998 and the Company's Report on
     Form 10-Q/A filed on December 1, 1998, amending the Report on Form 10-Q for
     the quarter ending September 30, 1998;

(c)  the Company's Current Reports on Form 8-K filed on September 26, 1997,
     November 6, 1997, November 26, 1997, December 16, 1997, January 12, 1998,
     January 26, 1998, February 6, 1998, June 9, 1998, July 15, 1998, July 17,
     1998, July 27, 1998, October 27, 1998 and November 25, 1998 and the
     Company's Current Reports on Form 8-K/A filed on November 14, 1997 and
     November 25, 1997, amending its Current Report on Form 8-K filed on
     September 26, 1997, the Company's Current Reports on Form 8-K/A filed on
     November 14, 1997 and December 4, 1997, amending its Current Report on Form
     8-K filed on November 6, 1997 and the Company's Current Report on Form 8-
     K/A filed on August 25, 1998, amending its Current Reports on Form 8-K
     filed on July 15, 1998, July 17, 1998 and July 27, 1998;

(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 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 & Hoar  LLP. Gilbert G. Menna,
the sole shareholder of Gilbert G. Menna, P.C., a partner of Goodwin, Procter &
Hoar  LLP, serves as an Assistant Secretary of the Company.  Certain partners of
Goodwin, Procter & Hoar  LLP or their affiliates, together with Mr. Menna, own
approximately 20,000 shares of Common Stock of the Company.  Goodwin, Procter &
Hoar  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 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 

                                      II-1
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 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 & Hoar LLP as to the legality of the
             securities being registered.
       23.1  Consent of Goodwin, Procter & Hoar 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).

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

                                      II-2
(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 report 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.

                                      II-3
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 8th day of January, 1999.

                                  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 David G. Gaw 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 8, 1999
--------------------------
    Mortimer B. Zuckerman

/s/ Edward H. Linde          President and Chief Executive       January 8, 1999
--------------------------   Officer, Director (Principal
    Edward H. Linde          Executive Officer)

/s/ David G. Gaw             Chief Financial Officer             January 8, 1999
--------------------------   (Principal Financial Officer
    David G. Gaw             and Principal Accounting Officer)

/s/ Alan J. Patricof         Director                            January 8, 1999
--------------------------                             
    Alan J. Patricof

/s/ Ivan G. Seidenberg       Director                            January 8, 1999
--------------------------                             
    Ivan G. Seidenberg

/s/ Martin Turchin           Director                            January 8, 1999
--------------------------                             
    Martin Turchin  

/s/ Alan B. Landis           Director                            January 8, 1999
--------------------------                             
    Alan B. Landis   

/s/ Richard A. Salomon       Director                            January 8, 1999
--------------------------                             
    Richard A. Salomon

                                      II-4
The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who will administer the plan) have 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 8th day of January, 1999.

                          BOSTON PROPERTIES, INC.,
                          as administrator of the Boston Properties, Inc. 1999
                          Non-Qualified Employee Stock Purchase Plan

                          By:  /s/ Brian Badrigian
                               --------------------------------------
                          Name:   Brian Badrigian
                          Title:  Vice President, Accounting

                                      II-5
EXHIBIT INDEX
                                 -------------

Exhibit No.                              Description
-----------                              -----------
    5.1       Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
              securities being registered.
   23.1       Consent of Goodwin, Procter & Hoar 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).