On October 21, 2008, the Board of Directors (the "Board") of Boston Properties, Inc. (the "Company") approved the Second Amended and Restated By-laws of the Company (the "Restated By-laws"), effective immediately. The Restated By-laws revise the Company's existing By-laws to (1) clarify that electronic transmissions of notices of stockholder meetings and Board meetings, waivers of such notices and unanimous written consents of the Board, and, to the extent determined by the Board, participation by stockholders in stockholders' meetings via remote communications are permitted (changes reflected in Sections 2.1, 2.4, 3.6 and 3.8(b)), (2) further clarify that, except for proposals properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended, the advance notice by-law provisions apply to all stockholder proposals and nominations of candidates for election as directors and the procedures set forth in such advance notice by-law provisions shall be the exclusive means for a stockholder to properly bring business before an annual meeting of stockholders (changes reflected in Sections 2.2, 2.9 and 3.7), (3) require stockholders who provide advance notice of proposals or nominations to provide additional information to the Company as part of such notice, including information regarding the stockholder's beneficial ownership of derivative, swap, hedge, repurchase, short or similar positions with respect to the Company's securities (changes reflected in Article 1 and Sections 2.2, 2.9 and 3.7), (4) incorporate prior amendments and (5) make certain other technical amendments (changes reflected in Article 1 and Sections 2.4, 2.8, 2.9, 3.3, 3.4, 3.7 and 4.1(a)).

The foregoing descriptions of the changes reflected in the Restated By-laws are qualified in their entirety by reference to the copy of the Restated By-laws filed as Exhibit 3.1 to this Form 8-K, which is incorporated by reference.

(d) Exhibits

     Exhibit
     Number    Description
     3.1       Second Amended and Restated By-laws of Boston Properties, Inc.