Company Name:Boston Properties, Inc.
Public Availability Date: January 14, 2008

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
APPENDIX
STAFF REPLY LETTER

[INQUIRY LETTER]

December 11, 2007

Via Federal Express

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549

Re: Boston Properties, Inc. - Omission of Stockholder Proposal of the United Brotherhood of Carpenters Pension Fund Pursuant to Rule 14a-8

Ladies and Gentlemen:

Boston Properties, Inc., a Delaware corporation (the "Company"), has received a stockholder proposal (the "Proposal") from the United Brotherhood of Carpenters Pension Fund (the "Proponent"). The Proposal is attached hereto as Exhibit A. I write this letter to advise the Staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission (the "Commission") that the Company intends to exclude the Proposal from the definitive proxy materials (the "Proxy Materials") for the 2008 Annual Meeting of Stockholders. The Company respectfully requests confirmation from the Staff that it will not recommend enforcement action if the Company omits the Proposal from such Proxy Materials for the reasons set forth in this letter.

The Company intends to file the Proxy Materials with the Commission and mail such materials to the Company's stockholders no earlier than 80 days after the date of this letter. In accordance with Rule 14a-8(j), by copy of this letter, the Company has notified the Proponent of the Company's intention to omit the Proposal from the Proxy Materials. The Company has also enclosed six copies of this letter and the exhibits hereto.

I. Summary

The Proposal asks the stockholders of the Company to amend Section 2.7 of the Bylaws of the Company (the "Bylaws") to replace the third sentence thereof with the following: "Elections of directors shall be decided by a majority of the votes cast, with a plurality vote standard used in those director elections in which the number of nominees exceeds the number of directors to be elected." The Company believes the Proposal may be omitted:

Pursuant to Rule 14a-8(i)(2), because it would cause the Company to violate the laws of Delaware, which is the Company's jurisdiction of incorporation;

Pursuant to Rule 14a-8(i)(1), because it is not a proper subject for action by the Company's stockholders under Delaware law; and

Pursuant to Rule 14a-8(i)(6), because the Company lacks the power to implement the Proposal.

II. The Proposal May Be Omitted Because It Would, If Implemented, Cause The Company To Violate Delaware Law.

The Proposal may be omitted from the Proxy Materials pursuant to Rule 14a-8(i)(2) because, if implemented, it would cause the Company to violate Delaware law. As more fully described in the opinion of the Delaware law firm Morris, Nichols, Arsht & Tunnell LLP (the "Delaware Law Firm Opinion"), attached hereto as Exhibit B, the Proposal urges the Company's stockholders to adopt a bylaw that would be inconsistent with the Company's Amended and Restated Certificate of Incorporation (the "Certificate"), attached hereto as Exhibit C, and therefore such bylaw would violate the Delaware General Corporation Law (the "DGCL").

Article VI, D of the Certificate provides that "At each annual meeting of stockholders, the successor or successors of the class of directors whose term expires at that meeting shall be elected by a plurality of the votes of the shares present in person or represented by proxy at such meeting and entitled to vote on the election of directors..." If the Proposal is adopted by the stockholders, the Bylaws would contain a provision that directly conflicts with Article VI, D of the Certificate. Section 109(b) of the DGCL expressly prohibits adoption of bylaws that are inconsistent with a corporation's certificate of incorporation. Section 109(b) provides: "The bylaws may contain any provision, not inconsistent with law or with the certificate of incorporation, relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights or powers of its stockholders, directors, officers or employees." (emphasis added).

The Company respectfully advises the Staff that Rule 14a-8(i)(2) (and its predecessor provision) has previously been employed by the Staff as a basis for not recommending enforcement action where a proposal is excluded because it urges the adoption of a bylaw that conflicts with the certificate of incorporation. See Northrop Grumman Corporation, SEC No-Action Letter, 2007 WL 817461 (Mar. 13, 2007) (declining to recommend enforcement action regarding omission of a proposal urging the directors to adopt a bylaw that would give holders of 10% to 25% of the outstanding common stock the power to call a special stockholder meeting because such bylaw would conflict with provisions in the certificate of incorporation resulting in a violation of 109(b) of the DGCL); AlliedSignal, Inc., SEC No-Action Letter, 1999 WL 44511 (Jan. 29, 1999) (declining to recommend enforcement action regarding omission of a proposed bylaw that would require a simple majority vote in order for stockholders to take action on all matters because such bylaw would conflict with the provisions in the certificate of incorporation and the DGCL that require a greater vote on certain actions); Weirton Steel Corporation, SEC No-Action Letter, 1995 WL 107126 (Mar. 14, 1995), and confirmed, 1995 WL 150685 (Apr. 3, 1995) (declining to recommend enforcement action regarding omission of a proposal asking stockholders to amend the bylaws to allow stockholders to fill director vacancies because the certificate of incorporation provided that only directors could fill such vacancies). Similarly, because the Proposal clearly conflicts with the Certificate and its adoption would result in a violation of the DGCL, it should likewise be omitted from the Proxy Materials pursuant to Rule 14a-8(i)(2).

III. The Proposal May Be Omitted Because It Is Not A Proper Subject For Action By Stockholders Under Delaware Law.

As described in the Delaware Law Firm Option, the Proposal may also be omitted from the Proxy Materials pursuant to Rule 14a-8(i)(1). If the Proposal was implemented it would cause the Company to violate Delaware law, and it is therefore not a proper subject for stockholder action.

IV. The Proposal May Be Omitted Because The Company Lacks The Power To Implement It.

The Proposal may be omitted from the Proxy Materials pursuant to Rule 14a 8(i)(6) because the Company lacks the power to implement it. As noted in the Delaware Law Firm Opinion, a bylaw that conflicts with the certificate of incorporation of a Delaware corporation is "void" and a "nullity." Accordingly, because the proposed bylaw is inconsistent with Article VI, D of the Certificate and, if implemented, would violate Delaware law, the stockholders, and therefore the Company, lack the power to implement it.

V. The Proponent Should Not Be Permitted To Revise The Proposal.

The Company recognizes that the Staff, on occasion, will permit proponents to cure defects in their proposals by revising and resubmitting their proposals in precatory form, so long as the revisions are "minor in nature and do not alter the substance of the proposal." See Corporation Finance: Staff Legal Bulletin No. 14 (E)(2) (July 13, 2001). However, for the reasons set forth below, the Company respectfully requests that the Staff decline to grant the Proponent the opportunity to recast its Proposal as a recommendation to the board of directors of the Company (the "Board").

In Staff Legal Bulletin No. 14 the Staff noted that it adopted the practice of allowing proponents to revise proposals to "deal with proposals that generally comply with the substantive requirements of the rule, but contain some relatively minor defects that are easily corrected." The Company respectfully suggests that a proposal that would, if implemented, be invalid under the law of the state of incorporation would be aptly described as containing major (and not minor) defects. Far from curing a minor defect, in order to correct the defects in the Proposal, the Proponent would need to completely overhaul the Proposal to recast it as a recommendation to the Board to "initiate the appropriate process" to provide for majority voting in director elections. Such a revision would change the substance of the Proposal by transforming it from a proposed bylaw amendment into a recommendation that the Board, in addition to drafting and adopting a new bylaw, also draft and propose an amendment to the Certificate and obtain the requisite stockholder approval thereof.

The Proponent is a sophisticated player within the field of proposals relating to majority voting in director elections and has submitted more than 60 such proposals during the 2007 proxy season alone.1 The Proponent had ample time before the Rule 14a-8 deadline expired to draft a proposal that complies with that Rule and could have done so with minimal additional effort. The Proponent also could have drafted the Proposal to ask the Board to "initiate the appropriate process," to avoid the risk that the Proposal would be excluded under Rule 14a-8(i)(1), (2) or (6), as it has in a number of proposals it has submitted to companies in the past. See Kohl's Corp., SEC No-Action Letter, 2007 WL 1125497 (Mar. 30, 2007); Raytheon Co., SEC No-Action Letter, 2006 WL 129323 (Jan. 12, 2006); Hewlett-Packard Co., SEC No-Action Letter, 2006 WL 39271 (Jan. 5, 2006). Nonetheless, the Proponent failed to recognize, or chose to disregard, that its Proposal was inconsistent with the Certificate and would, if implemented, be invalid under Delaware law. The Company and the Staff should not be required to expend their time and resources to perform the Proponent's due diligence. Permitting the Proponent to revise the Proposal effectively shifts the burden of ensuring that its proposals can be legally implemented to the Company and the Staff. The Proponent submits numerous stockholder proposals to companies each year and should be required to bear the costs of drafting proposals that comply with the relevant law.

Furthermore, determining not to permit the Proponent to revise the Proposal would also be consistent with the Staff's position in Northrop Grumman Corporation, SEC No-Action Letter, 2007 WL 817461 (Mar. 13, 2007). In Northrop Grumman, the Staff denied a sophisticated proponent the opportunity to revise his proposal where he had submitted a stockholder proposal to approve a bylaw amendment that clearly conflicted with Northrop Grumman's certificate of incorporation and, if implemented, would have violated Delaware law. The present situation is very similar to that presented in Northrop Grumman (i.e. the Proponent, a very sophisticated party, has submitted a proposal to approve a bylaw that clearly would violate Delaware law if implemented because it conflicts with the Certificate). Accordingly, the same result should follow and the Proponent should be denied the opportunity to revise the Proposal.

VII. Conclusion.

For the foregoing reasons, the Company respectfully requests that the Staff confirm that it would not recommend enforcement action if the Company omits the Proposal from the Proxy Materials. If you have any questions, or if the Staff is unable to concur with the Company's conclusions without additional information or discussions, the Company respectfully requests the opportunity to confer with members of the Staff prior to the issuance of any written response to this letter. Please do not hesitate to contact the undersigned at (617) 236-3354. Please transmit the response letter via facsimile to the Company at (617) 421-1556 and to the Proponent at (202) 543-4871.

Respectfully submitted,

/s/

Eric G. Kevorkian
Vice President, Corporate Counsel

cc: Daniel P. Adams
Goodwin Procter LLP

-----FOOTNOTES-----

1 RiskMetrics Group, 2007 Postseason Report: A Closer Look at Accountability and Engagement, p. 17 (October 2007).

[INQUIRY LETTER]

October 17, 2007

Frank D. Burt
Corporate Secretary
Boston Properties, Inc.
111 Huntington Avenue
Suite 300
Boston, MA 02199-7610

Dear Mr. Burt:

On behalf of the United Brotherhood of Carpenters Pension Fund ("Fund"), I hereby submit the enclosed shareholder proposal ("Proposal") for inclusion in the Boston Properties, Inc. ("Company") proxy statement to be circulated to Company shareholders in conjunction with the next annual meeting of shareholders. The Proposal relates to the issue of the vote standard in director elections. The Proposal is submitted under Rule 14(a)-8 (Proposals of Security Holders) of the U.S. Securities and Exchange Commission proxy regulations.

The Fund is the beneficial owner of 1,875 shares of the Company's common stock that have been held continuously for more than a year prior to this date of submission. The Fund intends to hold the shares through the date of the Company's next annual meeting of shareholders. The record holder of the stock will provide the appropriate verification of the Fund's beneficial ownership by separate letter. Either the undersigned or a designated representative will present the Proposal for consideration at the annual meeting of shareholders.

At the Company's recent annual meeting, a significant number of Company shareholders registered their disappointment with the Board by withholding their support for those members of the Board standing for election. The board's failure to declassify the board in light of the strong shareholder votes on the issue in recent years appears to have prompted the significant withhold votes. While the Fund is not an advocate of board declassification and other governance changes designed to promote an active market for corporate control, the Board's apparent lack of response on the declassification issue prompts us to submit the proposal to establish a majority vote director election. The Board's inaction on the declassification issue that has received majority shareholder support suggests to us that the binding form of the Proposal is appropriate.

If you would like to discuss the Proposal, please contact Ed Durkin at edurkin@carpenlers.org or at (202)546-6206 x221 to set a convenient time to talk. Please forward any correspondence related to the proposal to Mr. Durkin at United Brotherhood of Carpenters, Corporate Affairs Department, 101 Constitution Avenue, NW, Washington D.C. 20001 or via fax to (202) 543-4871.

Sincerely,

/s/

Douglas J. McCarron
Fund Chairman

cc Edward J. Durkin

Enclosure

[APPENDIX]

Director Election Majority Vote Standard Proposal

Resolved: That the shareholders of Boston Properties, Inc. ("Company") hereby amend Section 2.7 (Action at Meeting) of the Company's Bylaws to provide for a majority vote standard for director elections. Specifically, the third sentence of Section 2.7 is amended to read as follows:

"Elections of directors shall be decided by a majority of the votes cast, with a plurality vote standard used in those director elections in which the number of nominees exceeds the number of directors to be elected."

Supporting Statement: In order to provide shareholders a meaningful role in director elections, our company's director election vote standard should be changed to a majority vote standard. A majority vote standard would require that a nominee receive a majority of the votes cast in order to be elected. The standard is particularly well-suited for the vast majority of director elections in which only board nominated candldates are on the ballot. We believe that a majority vote standard in board elections would establish a challenging vote standard for board nominees and improve the performance of individual directors and entire boards. Our Company presently uses a plurality vote standard in all director elections. Under the plurality vote standard, a nominee for the board can be elected with as little as a single affirmative vote, even if a substantial majority of the votes cast are "withheld" from the nominee.

In response to strong shareholder support for a majority vote standard in director elections, an increasing number of companies, including intel, General Electric, Wal-Mart, Safeway, Home Depot, Capital One and General Dynamics, as well as numerous real estate investment trusts, such as Liberty Property Trust, Duke Realty, General Growth Properties, Host Hotels, Archstone-Smith and Federal Realty Investment Trust have adopted a majority vote standard in company by-laws. Additionally, these companies have adopted director resignation policies in their bylaws or corporate governance policies to address post-election issues related to the status of director nominees that fail to win election.

We believe the critical first step in establishing a meaningful majority vote policy is the adoption of a majority vote standard in Company governance documents. Our Company needs to join the growing list of companies that have taken this action. With a majority vote standard in place, the board can then consider action on developing post election procedures to address the status of directors that fail to win election. A comblnation of a majority vote standard and a post-election director resignation policy would establish a meaningful right for shareholders to elect directors, while reserving for the board an important post-election role in determining the continued status of an unelected director. We feel that this combination of the majority vote standard with a post-election policy represents a true majority vote standard.

[STAFF REPLY LETTER]

January 14, 2008

Response of the Office of Chief Counsel Division of Corporation Finance
Re: Boston Properties, Inc. Incoming letter dated December 11, 2007

The proposal would amend the bylaws to provide for a majority vote standard for director elections.

There appears to be some basis for your view that Boston Properties may exclude the proposal under rule 14a-8(i)(2). We note that in the opinion of your counsel, implementation of the proposal would cause Boston Properties to violate state law. Accordingly, we will not recommend enforcement action to the Commission if Boston Properties omits the proposal from its proxy materials in reliance on rule 14a-8(i)(2). In reaching this position, we have not found it necessary to address the alternative bases for omission upon which Boston Properties relies.

Sincerely,

/s/

Craig Slivka
Attorney-Adviser