OP Unit Redemption Registration

On May 12, 2009, Boston Properties, Inc. (the "Company") filed with the Securities and Exchange Commission a prospectus supplement dated May 12, 2009 (the "Prospectus Supplement") to its prospectus dated November 12, 2008, which was included in its automatic shelf registration statement on Form S-3 (No. 333-155309) (the "Registration Statement"). The Prospectus Supplement relates to the 150,000 shares of the Company's common stock that may be issued from time to time if, and to the extent that, a holder of an equal number of common units of limited partnership interest (the "OP Units") in Boston Properties Limited Partnership, the Company's operating partnership, issued on May 12, 2008, presents such OP Units for redemption, and the Company exercises its right to issue shares of its common stock instead of paying a cash amount.

The Company is filing the opinion of its counsel, Goodwin Procter LLP, as Exhibit 5.1 hereto, regarding the legality of the shares of common stock covered by the Prospectus Supplement. Exhibit 5.1 is incorporated herein by reference and into the Registration Statement and the Prospectus Supplement.

(d) Exhibits

The following exhibits are filed with this report:

Exhibit
Number    Description of Exhibits
 +5.1     Opinion of Goodwin Procter LLP as to the legality of the securities being
          registered.

+23.1     Consent of Goodwin Procter LLP (contained in its opinion filed as Exhibit
          5.1 and incorporated herein by reference).

+ Filed herewith.