Filed Pursuant to Rule 424(b)(3)

Registration No. 333-80513

Prospectus Supplement to Prospectus dated August 9, 1999

Boston Properties, Inc.

592,916 Shares of Common Stock

Unless the context otherwise requires, all references to “we,” “us” or “our company” in this prospectus supplement refer collectively to Boston Properties, Inc., a Delaware corporation, and its subsidiaries, including Boston Properties Limited Partnership, a Delaware limited partnership, and their respective predecessor entities for the applicable periods, considered as a single enterprise.

This prospectus supplement updates the prospectus dated August 9, 1999, relating to the offer for sale of up to an aggregate of 592,916 shares of common stock of Boston Properties, Inc. by the selling stockholders identified in the prospectus and any of their pledgees, donees, transferees or other successors in interest. The selling stockholders may only offer the common stock for sale if they exercise their rights to tender their common units for cash, and we exercise our right to issue common stock to them instead of cash.

We are providing this prospectus supplement to update the table under the caption “The Selling Stockholders,” in the prospectus dated August 9, 1999. The following updated information is based upon information provided to us by the selling stockholders and is accurate to the best of our knowledge as of May 9, 2011. Unless we indicate otherwise, the information in this prospectus supplement is as of May 9, 2011.


Stockholder    Boston
Held (1)
     Boston Properties
Partnership Units
Beneficially Held
Offered (3)
     Boston Properties
Common Stock and
Boston Properties
Limited Partnership
Units Beneficially Held
after Offering (4)

Dawson Enterprises Limited Partnership

     0         0         0         0   

The Lane F. Libby Trust u/w Beverly B. Bernstein(5)

     0         20,036         20,036         0   

Lauren D. Mercadante

     0         20,036         20,036         0   


  (1) Does not include common stock that may be issued upon exchange of common units beneficially held as of May 9, 2011.


  (2) All units listed in this column may be exchanged, under circumstances set forth in the partnership agreement of Boston Properties Limited Partnership, for an equal number of shares of common stock. All information is as of May 9, 2011.


  (3) These shares of common stock represent the common stock that the selling stockholders may acquire, or have acquired, upon presentation of common units for redemption. Such redemption may occur at any time.


  (4) Assumes that all shares of common stock offered by this prospectus will be sold by the selling stockholders. In the case of each selling stockholder, the percentage of our common stock that will be held by such selling stockholder (assuming all remaining units held by such person are presented for redemption and are exchanged for common stock) after completion of this offering will be less than one percent (1%). The total number of shares of common stock outstanding used in calculating such percentage (i) is based on the total number of shares of common stock outstanding as of May 2, 2011 (145,596,426 shares) and (ii) assumes that none of the remaining units held by other persons will be exchanged for common stock.


  (5) Voting and investment decisions with respect to these units are made by a vote of the trustees of this trust who are Mr. Richard N. Gale and Mr. David M. Osnos.

This prospectus supplement is not complete without the prospectus dated August 9, 1999 and we have not authorized anyone to deliver or use this prospectus supplement without the prospectus and these prior prospectus supplements.



The date of this prospectus supplement is May 9, 2011.