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 *
LINDE DOUGLAS T
   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)
EVP & CFO
(Last)
(First)
(Middle)
C/O BOSTON PROPERTIES, INC., 111 HUNTINGTON AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
04/06/2006
(Street)

BOSTON, MA 02199		 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 04/06/2006   M   20,722 A $ 24.13 (1) (2) 55,843.7471 D  
Common Stock, par value $.01 04/06/2006   M   53,956 A $ 32.22 (1) (3) 109,799.7471 D  
Common Stock, par value $.01 04/06/2006   M   58,282 A $ 29.38 (1) (4) 168,081.7471 D  
Common Stock, par value $.01 04/06/2006   M   8,668 A $ 39.33 (1) (5) 176,749.7471 D  
Common Stock, par value $.01 04/06/2006   S   141,628 D $ 93.15 35,121.7471 D  
Common Stock, par value $.01               700 I By Wife
Common Stock, par value $.01               700 I By Family Trust
Common Stock, par value $.01               2,100 I By Family Members

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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
Employee Stock Option (right to buy) $ 24.13 (1) (2) 04/06/2006   M     20,722   (6)(7) 06/23/2007 Common Stock 20,722 $ 0 0 (1) (2) D  
Employee Stock Option (right to buy) $ 32.22 (1) (3) 04/06/2006   M     53,956   (8) 02/09/2009 Common Stock 53,956 $ 0 0 (1) (3) D  
Employee Stock Option (right to buy) $ 29.38 (1) (4) 04/06/2006   M     58,282   (9) 01/24/2010 Common Stock 58,282 $ 0 0 (1) (4) D  
Employee Stock Option (right to buy) $ 39.33 (1) (5) 04/06/2006   M     8,668   (10) 01/18/2011 Common Stock 8,668 $ 0 76,812 (1) (5) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LINDE DOUGLAS T
C/O BOSTON PROPERTIES, INC.
111 HUNTINGTON AVENUE
BOSTON, MA 02199		       EVP & CFO  

Signatures

 /s/ Kelli A. DiLuglio, as Attorney-in-Fact   04/06/2006
**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) In October 2005, the issuer paid a special dividend of $2.50 per share of common stock to all stockholders of record as of the close of business on September 30, 2005. In connection with this special dividend, the issuer's Board of Directors adjusted all options that were awarded, but not exercised, prior to the ex-dividend date for the special dividend to account for the effect of the special dividend. The number of shares subject to each such option was increased and the exercise price correspondingly decreased such that each option had the same fair value to the holder before and after giving effect to the payment of the special dividend.
(2) Pursuant to the adjustment described in Footnote 1, the number of shares underlying the options increased by 722 from 20,000 to 20,722 and the per share exercise price was correspondingly decreased.
(3) Pursuant to the adjustment described in Footnote 1, the number of shares underlying the options increased by 1,881 from 52,075 to 53,956 and the per share exercise price was correspondingly decreased.
(4) Pursuant to the adjustment described in Footnote 1, the number of shares underlying the options increased by 2,032 from 56,250 to 58,282 and the per share exercise price was correspondingly decreased.
(5) Pursuant to the adjustment described in Footnote 1, the number of shares underlying the options increased by 2,980 from 82,500 to 85,480 and the per share exercise price was correspondingly decreased.
(6) An inadvertant error was made in the original reporting of the date of grant of these options. The options were granted on June 23, 1997.
(7) The option vested in three equal annual installments beginning on June 23, 2000.
(8) The option vested in three equal annual installments beginning on February 9, 2000.
(9) The option vested in three equal annual installments beginning on January 24, 2001.
(10) The option vested in three equal annual installments beginning on January 18, 2002.

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