SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                Date of Report (Date of earliest event reported):
                                DECEMBER 5, 2002


                             BOSTON PROPERTIES, INC.
             (Exact name of Registrant as specified in its charter)


         DELAWARE                       1-13087                  04-2473675
(State or other jurisdiction       (Commission File           (I.R.S. employer
    of incorporation)                   Number)              Identification No.)


                              111 HUNTINGTON AVENUE
                           BOSTON, MASSACHUSETTS 02199
              (Address of principal executive offices and zip code)


               Registrant's telephone number, including area code:
                                 (617) 236-3300




ITEM 5.  OTHER EVENTS

         Boston Properties, Inc. (the "Company") announced today in a press
release that its operating partnership, Boston Properties Limited Partnership,
has commenced an offering of its senior unsecured notes. The Company is
attaching this press release as Exhibit 99.1 to this Current Report on Form
8-K.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c)      Exhibits

EXHIBIT NO.

99.1     The Boston Properties, Inc. press release dated December 5, 2002
         announcing the commencement of an offering of senior unsecured notes by
         its operating partnership, Boston Properties Limited Partnership.




                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date: December 5, 2002                          BOSTON PROPERTIES, INC.

                                                /s/ Douglas T. Linde
                                                ---------------------------

                                                By: Douglas T. Linde
                                                    Chief Financial Officer