UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)

Boston Properties, Inc.

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o		Rule 13d-1(b)
þ		Rule 13d-1(c)
o		Rule 13d-1(d)

 

 

CUSIP No. 101121101		13G		Page 2 of 6 Pages

¹ 6,457,914 of these shares are held by indirect subsidiaries of ING Groep N.V. in their role as a discretionary manager of client portfolios.

² 15,500 of these shares are held by indirect subsidiaries of ING Groep N.V. in their role as trustee.

CUSIP No. 101121101		13G		Page 3 of 6 Pages

Item 1(a).		Name of Issuer:
		Boston Properties, Inc.
Item 1(b).		Address of Issuer’s Principal Executive Offices:
		111 Huntington Avenue
		Boston, MA 02199
Item 2(a).		Name of Person Filing:
		ING Groep N.V.
Item 2(b).		Address of Principal Business Office or, if None, Residence:
		Amstelveenseweg 500
		1081 KL Amsterdam
		P.O. Box 810
		1000 AV Amsterdam
		The Netherlands
Item 2(c).		Citizenship:
		See item 4 on Page 2
Item 2(d).		Title of Class of Securities:
		Ordinary Shares
Item 2(e).		CUSIP Number:
		101121101
Item 3.		If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (Not Applicable)

		(a) o		Broker or dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
		(b) o		Bank as defined in Section 3(a)(6) of the Exchange Act;
		(c) o		Insurance company as defined in Section 3(a)(19) of the Exchange Act;
		(d) o		Investment company registered under Section 8 of the Investment Company Act of 1940, as amended (the “Investment Company Act”);
		(e) o		Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) under the Exchange Act;

CUSIP No. 101121101		13G		Page 4 of 6 Pages

		(f) o		Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F) under the Exchange Act;
		(g) o		Parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G) under the Exchange Act;
		(h) o		Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
		(i) o		Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
		(j) o		Group in accordance with Rule 13d-1(b)(1)(ii)(J) under the Exchange Act.

Item 4.				Ownership.
		(a) Amount beneficially owned:
						See item 9 on Page 2
		(b) Percent of class:
						See item 11 on Page 2
		(c) Number of shares as to which such person has:
				(i)		Sole power to vote or to direct the vote:
						See item 5 on Page 2
				(ii)		Shared power to vote or to direct the vote:
						See item 6 on Page 2
				(iii)		Sole power to dispose or to direct the disposition of:
						See item 7 on Page 2
				(iv)		Shared power to dispose or to direct the disposition of:
						See item 8 on Page 2
Item 5.				Ownership of Five Percent or Less of a Class.
				Not Applicable

CUSIP No. 101121101		13G		Page 5 of 6 Pages

Item 6.				Ownership of More than Five Percent on Behalf of Another Person.
				Not Applicable
Item 7.				Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
				Not Applicable
Item 8.				Identification and Classification of Members of the Group.
				Not Applicable
Item 9.				Notice of Dissolution of Group.
				Not Applicable
Item 10.				Certification.
				By signing below we certify that, to the best of our knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 101121101		13G		Page 6 of 6 Pages

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		February 14, 2008   (Date)
		ING GROEP N.V.
		By:
		/s/ Eric E. Ribbers
		(Signature)
		Eric E. Ribbers
		Senior Compliance Officer   (Name/Title)
		/s/ Carl-Eric M. Rasch
		(Signature)
		Carl-Eric M. Rasch
		Head of Compliance, Regulator & Industry Body Liaison Netherlands   (Name/Title)