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 * LANDIS MITCHELL S   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) Senior Vice President (Last) (First) (Middle) C/O BOSTON PROPERTIES, INC., 800 BOYLSTON STREET 3. Date of Earliest Transaction (Month/Day/Year) 10/31/2008 (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 08/25/2008   G V 500 D $ 0 15,072.9781 (1) D   Common Stock, par value $.01 10/31/2008   C   6,000 A (2) 21,072.9781 D   Common Stock, par value $.01 11/03/2008   C   3,000 A (2) 24,072.9781 D

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

Common OP Units

(2)

10/31/2008

C(2)

6,000

(2)

(2)

Common Stock

6,000

$ 0

12,039

D

Common OP Units

(2)

11/03/2008

C(2)

3,000

(2)

(2)

Common Stock

3,000

$ 0

9,039

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LANDIS MITCHELL S C/O BOSTON PROPERTIES, INC. 800 BOYLSTON STREET BOSTON, MA 02199			Senior Vice President

Signatures

/s/ Kelli A. DiLuglio, as Attorney-in-Fact		11/04/2008
**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)	Includes 62.4129 shares of Common Stock which the Reporting Person acquired in July 2008 pursuant to the Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan.
(2)	The Reporting Person redeemed the Common OP Units of Boston Properties Limited Partnership, of which the Issuer is the general partner. 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, acquire the Common OP Unit presented for redemption for one share of Common Stock. The Issuer elected to redeem the Reporting Person's Common OP Units with Common Stock. Common OP Units have no expiration date.

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