EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints each of Edward H. Linde and David G. Gaw,
acting together or singularly, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him in his name, place
and stead, in any and all capacities, (i) to sign a Registration Statement on
Form S-8 under the Securities Act of 1933, as amended (the "Securities Act"),
relating to the shares issuable pursuant to the Boston Properties, Inc. 1997
Stock Option and Incentive Plan and (ii) to sign any and all amendments
(including post-effective amendments pursuant to Rule 462(b) under the
Securities Act) to such Registration Statement, and (iii) to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission under the Securities Act. The undersigned
hereby ratifies and confirms to all that such attorney-in-fact or his substitute
may lawfully do or cause to be done by virtue hereof.
Signature Capacity Date
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/s/ Mortimer B. Zuckerman Chairman of the Board of Directors May 11, 1998
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Mortimer B. Zuckerman
/s/ Edward H. Linde President and Chief Executive Officer, May 11, 1998
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Edward H. Linde Director (Principal Executive Officer)
/s/ David G. Gaw Chief Financial Officer (Principal May 11, 1998
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David G. Gaw Financial Officer and Principal
Accounting Officer)
/s/ Alan J. Patricof Director May 11, 1998
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Alan J. Patricof
/s/ Ivan G. Seidenberg Director May 11, 1998
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Ivan G. Seidenberg
/s/ Martin Turchin Director May 11, 1998
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Martin Turchin