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

                                                                    Exhibit 99.1


AT THE COMPANY                     AT THE FINANCIAL RELATIONS BOARD
- --------------                     --------------------------------
Douglas T. Linde                   Marilynn Meek - General Info. (212) 445-8451
Chief Financial Officer            Suzie Pileggi - Media (212) 445-8170
(617) 236-3300

FOR IMMEDIATE RELEASE:
December 5, 2002


                BOSTON PROPERTIES TO OFFER SENIOR UNSECURED NOTES

BOSTON, MA -- December 5, 2002-- Boston Properties, Inc. (NYSE: BXP), a real
estate investment trust, announced today that its operating partnership, Boston
Properties Limited Partnership, has commenced an offering of its senior
unsecured notes. The Company intends to use the proceeds from the offering to
repay the unsecured bridge loan it used to fund its acquisition of 399 Park
Avenue in midtown Manhattan on September 25, 2002. It is currently anticipated
that the offering will be completed before the end of the year.

The notes will be offered only to qualified institutional buyers, as defined in
Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"),
and to certain institutional investors outside the United States under
Regulation S. The notes will not be registered under the Securities Act or any
state securities laws and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and applicable state securities laws.

This press release does not and will not constitute an offer to sell or the
solicitation of an offer to buy the notes. This press release is being issued
pursuant to and in accordance with Rule 135c under the Securities Act.

Boston Properties is a fully integrated, self-administered and self-managed real
estate investment trust that develops, redevelops, acquires, manages, operates
and owns a diverse portfolio of Class-A office, industrial and hotel properties.
The Company is one of the largest owners and developers of Class-A office
properties in the United States, concentrated in four core markets - Boston,
Midtown Manhattan, Washington, DC and San Francisco.

THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE
FEDERAL SECURITIES LAWS. YOU SHOULD EXERCISE CAUTION IN INTERPRETING AND RELYING
ON FORWARD-LOOKING STATEMENTS BECAUSE THEY INVOLVE KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER FACTORS WHICH ARE, IN SOME CASES, BEYOND BOSTON
PROPERTIES' CONTROL AND COULD MATERIALLY AFFECT ACTUAL RESULTS, PERFORMANCE OR
ACHIEVEMENTS. THESE FACTORS INCLUDE, WITHOUT LIMITATION, THAT COMPLETION OF THE
AFOREMENTIONED OFFERING IS SUBJECT TO, AMONG OTHER THINGS, MARKET CONDITION,
THAT NO ASSURANCE CAN BE GIVEN THAT THE OFFERING CAN BE COMPLETED UNDER
ACCEPTABLE TERMS OR ON THE ANTICIPATED TIMETABLE, AND OTHER RISKS AND
UNCERTAINTIES DETAILED FROM TIME TO TIME IN THE COMPANY'S FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION.


VISIT THE COMPANY'S WEB SITE AT http://www.bostonproperties.com ALSO SEE
http://www.frbinc.com


                                       ##