Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
RITCHEY RAYMOND A
  2. Issuer Name and Ticker or Trading Symbol
BOSTON PROPERTIES INC [BXP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last)
(First)
(Middle)
C/O BOSTON PROPERTIES, INC., 505 9TH STREET, NW
3. Date of Earliest Transaction (Month/Day/Year)
06/27/2011
(Street)

WASHINGTON, DC 20004
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $.01 06/10/2011   G V 500 D $ 0 48,087 D  
Common Stock, par value $.01               18,317 I By Ritchey, LLC

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
LTIP Units (1) (1) 06/27/2011   M(2)     29,060   (1)   (1) Common Stock 29,060 $ 0.25 38,382 D  
Common OP Units (1) 06/27/2011   M(2)   29,060     (1)   (1) Common Stock 29,060 (1) 187,471 (3) (4) D  
Common OP Units (1)               (1)   (1) Common Stock 100,000   100,000 (3) I By RAR Ritchey LLC
Common OP Units (1)               (1)   (1) Common Stock 60,293   60,293 (4) I By Ritchey, LLC
Common OP Units (1)               (1)   (1) Common Stock 35,244   35,244 I By RAR/BP LLC
Common OP Units (1)               (1)   (1) Common Stock 356   356 I By Spouse

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
RITCHEY RAYMOND A
C/O BOSTON PROPERTIES, INC.
505 9TH STREET, NW
WASHINGTON, DC 20004
      Executive Vice President  

Signatures

 /s/ Kelli A. DiLuglio, Attorney-in-Fact   06/29/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents units of limited partnership interest in Boston Properties Limited Partnership (BPLP), of which the Issuer is the sole general partner, issued as long term incentive compensation pursuant to the Issuer's equity based compensatory programs. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each LTIP Unit may be converted, at the election of the holder, into a common unit of limited partnership interest in BPLP (Common OP Unit). Each Common OP Unit may be redeemed, at the election of the holder, for cash equal to the fair market value of a share of the Issuer's Common Stock except that the Issuer may, at its election as directed by BPLP, acquire each Common OP Unit so presented for redemption for one share of Common Stock.
(2) 29,060 of the Reporting Person's LTIP Units were converted into Common OP Units by the Reporting Person.
(3) The Reporting Person previously reported the Common OP Units held by RAR Ritchey LLC as directly beneficially held but contributed them to RAR Ritchey LLC. The Reporting Person is the sole manager of RAR Ritchey LLC, which is owned by a grantor retained annuity trust, of which the Reporting Person is the sole trustee and beneficiary.
(4) The Reporting Person previously reported 45,957 of the Common OP Units held by Ritchey, LLC as directly beneficially held. The Reporting Person contributed 53,798 Common OP Units to Ritchey, LLC and Ritchey, LLC subsequently transferred 7,841 Common OP Units back to the Reporting Person as an annuity payment. The Reporting Person is the sole manager of Ritchey, LLC, which is owned by a grantor retained annuity trust, of which the Reporting Person is the sole trustee and beneficiary.

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