BXP, Inc. — Director's Dealing 2010

May 5, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOSTON PROPERTIES INC (BXP)
CIK: 0001037540
Period of Report: 2010-05-03

Reporting Person: RITCHEY RAYMOND A (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-03	Common Stock, par value $.01	M	65000	$35.26	Acquired	120405	Direct
2010-05-03	Common Stock, par value $.01	S	65000	$81.83	Disposed	55405	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-03	Employee Stock Option (right to buy)	$32.62	M	65000	Disposed	2012-01-17	Common Stock (65000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01	18317	Indirect

Footnotes

F1: In (1) 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; (2) January 2007, the issuer paid a special dividend of $5.40 per share of common stock to all stockholders of record as of the close of business on December 29, 2006 and (3) January 2008, the Issuer paid a special dividend of $5.98 per share of common stock to all stockholders of record as of the close of business on December 31, 2007. In connection with these special dividends, the issuer's Board of Directors adjusted all options that were awarded, but not exercised, prior to the ex-dividend date for each special dividend to account for the effect of each 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 each special dividend.

F2: Pursuant to the adjustments described in Footnote 1, the number of shares underlying Mr. Ritchey's options increased by (1) 4,064 from 112,500 to 116,564 in September 2005, (2) 5,855 from 116,564 to 122,419 in December 2006 and (3) 7,639 from 122,419 to 130,058 in December 2007 and the per share exercise price was correspondingly decreased.

F3: Represents the weighted average sale price. These shares were sold in multiple transactions at sale prices ranging from $81.59 to $82.11, inclusive. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F4: The option vested in three equal annual installments beginning on January 17, 2003.