BEACON PROPERTIES CORP, DEF 14A, 1997-04-11

BEACON PROPERTIES CORP
DEF 14A, 1997-04-11
REAL ESTATE INVESTMENT TRUSTS

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

BEACON PROPERTIES CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
---------------------------------------------------------------------

<PAGE>

(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------

(5) Total fee paid:
-----------------------------------------------------

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
-----------------------------------------------------

(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------

(3) Filing Party:
-----------------------------------------------------

(4) Date Filed:
-----------------------------------------------------

Notes:

<PAGE>

BEACON PROPERTIES CORPORATION
50 Rowes Wharf, 6th Floor
Boston, MA 02110

----------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on May 22, 1997

----------------

NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Stockholders (the
"Annual Meeting") of Beacon Properties Corporation (the "Company") will be held
on Thursday, May 22, 1997 at 1:00 p.m. at State Street Bank, 225 Franklin,
Boston, Massachusetts for the following purposes:

1. To elect three Class III directors of the Company to serve until the
2000 Annual Meeting of Stockholders and until their respective successors are
duly elected and qualified and one Class II director of the Company to serve
until the 1999 Annual Meeting of Stockholders and until his successor is duly
elected and qualified;

2. To approve the amendment to the Company's 1994 Stock Option and
Incentive Plan (the "Plan") to, among other things, increase the number of
shares of the Company's common stock, $.01 par value per share (the "Common
Stock"), subject to issuance under the Plan such that the total number of shares
of Common Stock subject to the Plan equals 8% of the number of outstanding
shares of Common Stock and units of partnership interests in Beacon Properties,
L.P. that are subject to redemption rights (the "Units"), as described in the
accompanying proxy statement;

3. To approve the Beacon Properties Corporation Extraordinary Performance
Stock Incentive Plan for Senior Executives (the "Incentive Plan"), as described
in the accompanying proxy statement;

4. To ratify the selection of Coopers & Lybrand L.L.P. as the independent
auditors of the Company for the fiscal year ending December 31, 1997; and

5. To consider and act upon any other matters that may properly be brought
before the Annual Meeting and at any adjournments or postponements thereof.

Any action may be taken on the foregoing matters at the Annual Meeting on
the date specified above, or on any date or dates to which, by original or later
adjournment, the Annual Meeting may be adjourned, or to which the Annual Meeting
may be postponed.

The Board of Directors has fixed the close of business on March 14, 1997 as
the record date for determining the stockholders entitled to notice of and to
vote at the Annual Meeting and at any adjournments or postponements thereof.
Only stockholders of record of the Company's Common Stock at the close of
business on that date will be entitled to notice of and to vote at the Annual
Meeting and at any adjournments or postponements thereof.

You are requested to fill in and sign the enclosed form of proxy, which is
being solicited by the Board of Directors, and to mail it promptly in the
enclosed postage-prepaid envelope. Any proxy may be revoked by delivery of a
later dated proxy. Stockholders of record who attend the Annual Meeting may vote
in person, even if they have previously delivered a signed proxy.

By Order of the Board of Directors

KATHLEEN M. MCCARTHY

Secretary

Boston, Massachusetts

April 11, 1997

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN, DATE
AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE POSTAGE-PREPAID ENVELOPE
PROVIDED. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH,
EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY CARD.
<PAGE>

BEACON PROPERTIES CORPORATION
50 Rowes Wharf, 6th Floor
Boston, MA 02110

----------------

PROXY STATEMENT

----------------

FOR 1997 ANNUAL MEETING OF STOCKHOLDERS
to be held on May 22, 1997

April 11, 1997

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Beacon Properties Corporation (the
"Company") for use at the 1997 Annual Meeting of Stockholders of the Company to
be held on Thursday, May 22, 1997, and at any adjournments or postponements
thereof (the "Annual Meeting"). At the Annual Meeting, stockholders will be
asked to vote (1) to elect three Class III directors and one Class II director
of the Company, (2) to approve the amendment to the Company's 1994 Stock Option
and Incentive Plan (the "Plan") to increase the number of shares of the
Company's common stock, $.01 par value per share ("Common Stock") subject to
issuance under the Plan, such that the total number of shares of Common Stock
subject to the Plan equals 8% of the number of outstanding shares of Common
Stock and units of partnership interest in Beacon Properties, L.P. that are
subject to redemption rights (the "Units"), (3) to approve the Beacon Properties
Corporation Extraordinary Performance Stock Incentive Plan for Senior Executives
(the "Incentive Plan"), (4) to ratify the selection of Coopers & Lybrand L.L.P.
as the independent auditors of the Company for the fiscal year ending December
31, 1997, and (5) to act upon any other matters properly brought before them.

This Proxy Statement and the accompanying Notice of Annual Meeting and
Proxy Card are first being sent to stockholders on or about April 11, 1997. The
Board of Directors has fixed the close of business on March 14, 1997 as the
record date for the determination of stockholders entitled to notice of and to
vote at the Annual Meeting (the "Record Date"). Only stockholders of record of
the Company's Common Stock at the close of business on the Record Date will be
entitled to notice of and to vote at the Annual Meeting. As of the Record Date,
there were 48,232,902 shares of Common Stock outstanding and entitled to vote at
the Annual Meeting. Holders of Common Stock outstanding as of the close of
business on the Record Date will be entitled to one vote for each share held by
them.

The presence, in person or by proxy, of holders of at least a majority of
the total number of outstanding shares of Common Stock entitled to vote is
necessary to constitute a quorum for the transaction of business at the Annual
Meeting. For proposals other than Proposal Number 2, shares that reflect
abstentions or "broker nonvotes" (i.e., shares represented at the meeting held
by brokers or nominees as to which instructions have not been received from the
beneficial owners or persons entitled to vote such shares and, with respect to
one or more but not all issues, such brokers or nominees do not have
discretionary voting power to vote such shares) will be counted for purposes of
determining whether a quorum is present for the transaction of business at the
meeting. In addition, to satisfy New York Stock Exchange rules, votes by
stockholders representing at least 50% of all outstanding shares of Common Stock
must be cast with respect to Proposal Number 2, for which purpose abstentions
will not count as votes cast. Broker nonvotes will have no impact on the outcome
of the vote on a particular proposal presented at the meeting or on the outcome
of the election of Directors. Except for Proposal Number 2, abstentions will
have no impact on the outcome of the vote or on the outcome of the election of
the Directors. With respect to Proposal Number 2, abstentions will be treated as
votes cast against such proposal for the purpose of determining if the proposal
receives the necessary number of votes. With respect to the election of
directors, votes may only be cast in favor of or withheld from each nominee;
votes that are withheld will be excluded entirely from the vote and will have no
effect.
<PAGE>

Stockholders of the Company are requested to complete, sign, date and
promptly return the accompanying Proxy Card in the enclosed postage-prepaid
envelope. Shares represented by a properly executed proxy received prior to the
vote at the Annual Meeting and not revoked will be voted at the Annual Meeting
as directed on the proxy. If a properly executed proxy is submitted and no
instructions are given, the proxy will be voted FOR the election of the three
nominees for Class III directors and the one nominee for Class II director of
the Company named in this Proxy Statement, FOR approval of the amendment to the
Plan, FOR approval of the Incentive Plan and FOR ratification of the Board of
Directors' selection of Coopers & Lybrand L.L.P. as the Company's independent
auditors for the fiscal year ending December 31, 1997. It is not anticipated
that any matters other than those set forth in the Proxy Statement will be
presented at the Annual Meeting. If other matters are presented, proxies will be
voted in accordance with the discretion of the proxy holders.

A stockholder of record as of the Record Date may revoke a proxy at any
time before it has been exercised by filing a written revocation with the
Secretary of the Company at the address of the Company set forth above, by
filing a duly executed proxy bearing a later date, or by appearing in person and
voting by ballot at the Annual Meeting. Any stockholder of record as of the
Record Date attending the Annual Meeting may vote in person whether or not a
proxy has been previously given, but the presence (without further action) of a
stockholder at the Annual Meeting will not constitute revocation of a previously
given proxy.

The Company's 1996 Annual Report, including financial statements for the
fiscal year ended December 31, 1996, is being mailed to stockholders
concurrently with this Proxy Statement. The Annual Report, however, is not part
of the proxy solicitation material.

PROPOSAL 1: ELECTION OF DIRECTORS

In January 1997, the Board of Directors of the Company was enlarged from
seven to nine members and the Board of Directors appointed Lionel P. Fortin and
Dale F. Frey as Directors to fill the vacancies resulting from this expansion.
Maryland law requires that a director elected by the Board of Directors to fill
a vacancy serves until the next annual meeting of Stockholders and until his
successor is elected and qualified. Consequently, both Messrs. Fortin and Frey
are subject to election at the Annual Meeting.

The Board of Directors is divided into three classes, with the directors in
each class serving for a term of three years and until their successors are duly
elected and qualified. The term of one class expires at each annual meeting of
stockholders.

At the Annual Meeting, three directors will be elected to serve until the
2000 annual meeting and until their successors are duly elected and qualified.
Additionally, Mr. Frey, a Class II director, will be elected to serve until the
1999 annual meeting and until his successor is duly elected and qualified. The
Board of Directors has nominated Norman B. Leventhal, Scott M. Sperling, and
Lionel P. Fortin to serve as Class III directors and Mr. Frey to serve as a
Class II director (the "Nominees"). Messrs. Leventhal, Sperling and Fortin are
each currently serving as a Class III director of the Company and Mr. Frey is
currently serving as a Class II director of the Company. The Board of Directors
anticipates that each of the Nominees will serve, if elected, as a director.
However, if any person nominated by the Board of Directors is unable to accept
election, the proxies will be voted for the election of such other person or
persons as the Board of Directors may recommend.

The Board of Directors recommends a vote FOR the Nominees.

Information Regarding Nominees and Directors

The following table and biographical descriptions set forth certain
information with respect to the three Nominees for election as Class III
directors at the Annual Meeting, the one Nominee for election as a Class II
director at the Annual Meeting, the continuing directors whose terms expire at
the annual meetings of stockholders in 1998

<PAGE>

and 1999 and the executive officers who are not directors, based on information
furnished to the Company by each director and officer.

<TABLE>
<CAPTION>
Amount and Nature
of Beneficial
Director Ownership(1) Percent
Name Age Since of Common Stock of Class(2)
- ------------------------------------------------------------ ------ ----------- -------------------- -------------
<S> <C> <C> <C> <C>
Class III Nominees for Election at the 1997 Annual Meeting
(Term to Expire in 2000)
Norman B. Leventhal (3) ................................. 79 1994 39,255 *
Scott M. Sperling (4) .................................... 39 1994 11,000 *
Lionel P. Fortin (5) .................................... 53 1997 515,627 1.1
Class II Nominee for Election at the 1997 Annual Meeting
(Term to Expire in 1999)
Dale F. Frey (6) ....................................... 65 1997 5,000 *
Class II Continuing Directors
(Term Expires in 1999)
Graham O. Harrison (7) ................................. 73 1994 12,514 *
Edwin N. Sidman (8) .................................... 54 1994 1,068,764 2.2
Class I Continuing Directors
(Term Expires in 1998)
Alan M. Leventhal (9) .................................... 44 1994 3,064,272 6.0
William F. McCall, Jr. (10) .............................. 61 1994 11,000 *
Steven Shulman (11) .................................... 55 1995 11,704 *
</TABLE>

- ----------
* Less than one percent.

(1) All information has been determined as of March 14, 1997. For purposes of
this table a person is deemed to have "beneficial ownership" of the number
of shares of Common Stock that person has the right to acquire pursuant to
the exercise of stock options or the redemption of units (the "Units") of
limited partnership interests in Beacon Properties, L.P., a Delaware
limited partnership (the "Operating Partnership") (assuming the Company
elects to issue Common Stock rather than pay cash upon such redemption).
See "Executive Compensation" for a discussion of the vesting of stock
options granted to directors and officers.

(2) For purposes of computing the percentage of outstanding shares of Common
Stock held by each person, any shares of Common Stock which such person has
the right to acquire pursuant to the exercise of a stock option or upon the
redemption of Units is deemed to be outstanding, but is not deemed to be
outstanding for the purpose of computing the percent ownership of any other
person.

(3) Mr. Norman B. Leventhal holds 8,680 shares of Common Stock and 30,575
Units directly.

(4) Mr. Sperling was deemed to be the beneficial owner of options to purchase
11,000 shares of Common Stock.

(5) Mr. Fortin was deemed to be the beneficial owner of (a) options to purchase
385,000 shares of Common Stock, (b) 7,193 Units held in a trust of which he
is a trustee by reason of his shared powers to vote such Units, and (c)
123,434 Units.

(6) Mr. Frey was deemed to be the beneficial owner of options to purchase 5,000
shares of Common Stock.

(7) Mr. Harrison was deemed to be the beneficial owner of options to purchase
12,514 shares of Common Stock.

<PAGE>

(8) Mr. Sidman was deemed to be beneficial owner of (a) 86,693 shares of Common
Stock and 305,380 Units held by trusts of which he is a trustee by reason
of his shared power to vote such shares and Units, (b) 58,525 shares of
Common Stock and 206,155 Units allocated to him as beneficiary under
certain trusts and (c) 91,101 shares of Common Stock and 320,910 Units held
in a voting trust of which he is a trustee by reason of his shared power to
vote such shares.

(9) Mr. Alan M. Leventhal was deemed to be the beneficial owner of (a) options
to purchase 630,000 shares of Common Stock, (b) 349,074 shares of Common
Stock and 1,300,185 Units held by trusts or partnerships of which he is a
trustee or a general partner by reason of his shared power to vote such
shares and Units and (c) 86,693 shares of Common Stock and 305,380 Units
allocated to him as beneficiary under certain trusts. Mr. A. Leventhal
holds 86,885 shares of Common Stock and 306,055 Units directly.

(10) Mr. McCall was deemed to be the beneficial owner of options to purchase
11,000 shares of Common Stock.

(11) Mr. Shulman was deemed to be the beneficial owner of options to purchase
9,704 shares of Common Stock. Mr. Shulman holds 2,000 shares of Common Stock
directly.

Class III Nominees for Election at 1997 Annual Meeting -- Term to Expire in
2000

Norman B. Leventhal has served as a Director of the Company since 1994. He
is the co-founder of The Beacon Companies. Mr. Leventhal is a graduate of the
Boston Latin School and the Massachusetts Institute of Technology. At the
Massachusetts Institute of Technology, he is a Life Member Emeritus of the
Corporation and has served MIT in many capacities including as a Member of the
Executive Committee, Member of the Investment Committee, and Chairman of the
Corporation Visiting Committee for The School of Architecture and Planning. Mr.
Leventhal is also an Honorary Life Member of the Board of Overseers of The
Museum of Fine Arts and has been a Member of the Board of Trustees of The Museum
of Science. Among other civic contributions, Mr. Leventhal has served as
Chairman of The Artery Business Committee, is Chairman of The Friends of Post
Office Square and is Chairman of the Trust for City Hall Plaza. Mr. Leventhal
also serves as Director of Doubletree Corporation and Picower Institute for
Medical Research. Mr. Leventhal is the father of Alan M. Leventhal and the
father-in-law of Edwin N. Sidman.

Scott M. Sperling has served as a Director of the Company since 1994. Mr.
Sperling joined Thomas H. Lee Co., a Boston-based investment firm, as a general
partner in September 1994. Previously, Mr. Sperling served as Managing Partner
and Vice Chairman of the Aeneas Group, Inc./Harvard Management Company from 1984
through 1994. Mr. Sperling has been the founder and/or lead investor of numerous
companies and has led the acquisition or turnaround of companies in a wide
variety of industries. He is currently a director of Livent, PriCellular
Corporation, The Learning Company, General Chemical Group, Object Design, Inc.
and several private firms. He received a Master's of Business Administration
from the Harvard Business School and received his undergraduate degree from
Purdue University. Mr. Sperling is a member of the Corporation of the Brigham
and Women's Hospital and a director of the American Technion Society.

Lionel P. Fortin has served as a Director since January 2, 1997 and also
serves as Executive Vice President and Chief Operating Officer of the Company.
From May 1994 through February 1995, Mr. Fortin served as Chief Financial
Officer of the Company. Before joining Beacon in 1973, Mr. Fortin was an Audit
Supervisor with Laventhol & Horwath. Mr. Fortin graduated from Bentley College
and is a member of the American Institute of Certified Public Accountants and
the Massachusetts Society of Certified Public Accountants.

Class II Nominee for Election at the 1997 Annual Meeting -- Term to Expire in
1999

Dale F. Frey has served as a Director of the Company since January 2, 1997.
Mr. Frey also serves on the Board of Directors of Rhone-Poulenc Rorer; USF&G
Corporation; Praxair, Inc.; Doubletree Hotels Corporation and First American
Financial Corporation. From 1984 until 1997, Mr. Frey was Chairman and President
of the Board of Directors of General Electric Investment Corporation. From 1980
until 1997, Mr. Frey was also Vice President of General Electric Company. Mr.
Frey is also Chairman of the Cancer Research Fund of the Damon-Runyon-Walter
Winchell

<PAGE>

Foundation and a Trustee of Franklin and Marshall College. He also serves on the
advisory committees of Forstmann Little & Company and the New York State Common
Retirement Fund. Mr. Frey is also a member of the Financial Executives
Institute. Mr. Frey is a graduate of Franklin and Marshall College and received
a Master of Business Administration in Economics and Accounting from New York
University.

Class II Continuing Directors -- Term to Expire in 1999

Graham O. Harrison has served as a Director of the Company since 1994. Mr.
Harrison has served as Vice President and Chief Investment Officer of Howard
Hughes Medical Institute ("Hughes") in Bethesda, Maryland from 1985 to 1994. Mr.
Harrison retired as President of the U.S. Steel Pension Fund in June 1985, after
thirty years of service, to take on the portfolio startup at Hughes. He also
served as a Director of General Re Corporation in Stamford, Connecticut. Mr.
Harrison serves as a trustee of Property Capital Trust in Boston, a member of
the Investment Advisory Committee of the New York State Common Retirement Fund,
Warburg Pincus Investors, European Strategic Investors (London), Emerging World
Investors L.P. and Desai Capital Management; Vice Chairman of the Advisory
Committee of Butler Capital, Chairman of the Swarthmore College Investment
Committee, and member of Advisory Council--The Trust for Public Land. Mr.
Harrison is a graduate of Swarthmore College and of Harvard Business School, and
is a retired U.S. Air Force officer.

Edwin N. Sidman serves as the Chairman of the Board and a Director of the
Company. He is currently the Managing Partner of The Beacon Companies. Prior to
joining Beacon in 1971, Mr. Sidman practiced law with the predecessor to the
firm of Rubin and Rudman in Boston. Mr. Sidman graduated from the University of
Michigan and holds a law degree from Harvard University. Mr. Sidman's
professional affiliations include service as Senior Vice Chairman of the
National Realty Committee. Mr. Sidman's civic commitment includes being a past
Chairman of the Combined Jewish Philanthropies of Greater Boston, a member of
the Board of Trustees of Duke University, a member of the Board of Directors and
Executive Committee for the United Way of Massachusetts Bay, a member of the
Executive Committee of the Artery Business Committee and a member of the Board
of The Friends of Post Office Square. Mr. Sidman is the son-in-law of Norman B.
Leventhal and the brother-in-law of Alan M. Leventhal.

Class I Continuing Directors -- Term to Expire in 1998

Alan M. Leventhal has served as President, Chief Executive Officer and a
Director of the Company since 1994. Mr. Leventhal joined Beacon in 1976 after
receiving a degree in economics from Northwestern University in 1974 and a
Master of Business Administration from the Amos Tuck School of Business
Administration at Dartmouth College in 1976. Mr. Leventhal is a trustee of the
Beth Israel Corporation, trustee of Boston University, trustee of the New
England Aquarium Corporation and a member of the Visiting Committee of the
College of Arts and Sciences at Northwestern University. He is also a member of
the Board of Overseers of WGBH and the Museum of Science. Mr. Leventhal is the
son of Norman B. Leventhal and the brother-in-law of Edwin N. Sidman.

William F. McCall, Jr. has served as a Director of the Company since 1994.
Mr. McCall has served as Chairman of McCall & Almy, Inc., Boston, Massachusetts,
since 1989. Mr. McCall was a founder of Leggat McCall & Werner in 1965 and
served as Chairman and Chief Executive Officer of Leggat McCall/Grubb & Ellis
through 1989. Mr. McCall is currently a director of Citizens Bank of
Massachusetts, Jobs for Massachusetts and the Massachusetts Business Development
Corporation. Mr. McCall is also a trustee of the Urban Land Institute and a
member of the American Society of Real Estate Counselors. Mr. McCall is a
graduate of The College of the Holy Cross.

Steven Shulman has served as a Director of the Company since 1995. Since
1984, Mr. Shulman has been active in investment banking through his wholly owned
company, The Hampton Group, and Latona Associates, Inc., where he serves as a
Managing Director. Currently, Mr. Shulman is a significant shareholder and
director in a diversified group of companies including Wilshire Restaurant
Group, Inc., where he previously served as Chairman; Ermanco Incorporated;
Terrace Holdings, Inc.; and Corinthian Directory. Mr. Shulman is a graduate of
Stevens Institute of Technology where he received a Bachelor's degree in
Mechanical Engineering and a Master's degree in Industrial Management. Mr.
Shulman serves as Vice Chairman on the Board of Stevens Institute of Technology.

<PAGE>

Executive Officers Who Are Not Directors

Charles H. Cremens has served as the Senior Vice President and Chief
Investment Officer of the Company since February 1996. Prior to joining the
Company, Mr. Cremens served as Vice President and Head of Mortgage Loans and
Real Estate Investments with Aetna Life & Casualty Company. Prior to his term at
Aetna, Mr. Cremens held various senior management positions with Bank of Boston,
including Managing Director of Corporate Finance and Manager of the Restructured
Real Estate and OREO Departments. At the Company, Mr. Cremens is responsible for
establishing and implementing a long-term acquisition and portfolio strategy for
the Company. Mr. Cremens holds a Bachelor's degree from Williams College.

Douglas S. Mitchell has served as the Senior Vice
President-Leasing/Management and Development of the Company and is President of
Beacon Property Management Corporation (the "Management Company"). In these
capacities, Mr. Mitchell is responsible for leasing activities, property
management and development activities of the Company. He joined Beacon in 1964.
He graduated from the Wentworth Institute in 1962 and is a member of the Greater
Boston Real Estate Board. Mr. Mitchell is also a licensed real estate broker in
Massachusetts and New York.

Robert J. Perriello served as Senior Vice President-Finance and Asset
Management of the Company from its formation until February 1995. Since February
1995, Mr. Perriello has served the Company as Senior Vice President and Chief
Financial Officer. He joined Beacon in 1970. During his career at Beacon, Mr.
Perriello has been responsible for many aspects of commercial development,
including the debt and equity financing of Beacon's properties. Prior to joining
Beacon, he was a consulting engineer with Frederick R. Harris, Inc. in New York
City and served as an officer in the U.S. Army Corps of Engineers. Mr. Perriello
holds a Bachelor's degree in Civil Engineering from Rensselaer Polytechnic
Institute and a Master's of Business Administration from Harvard Business
School. His professional affiliations include membership in the Urban Land
Institute.

The Board of Directors and Its Committees

The Company is managed by a nine member Board of Directors, a majority of
whom are independent of the Company's management. The Board of Directors held
eleven meetings during fiscal year 1996. Each of the directors attended at least
75% of the total number of meetings of the Board of Directors and of the
committees of the Company of which he was a member during 1996.

Audit Committee. The Audit Committee, which consists of Messrs. Harrison,
McCall and Sidman, makes recommendations concerning the engagement of
independent public accountants, reviews with the independent public accountants
the plans and results of the audit engagement, approves professional services
provided by the independent public accountants, reviews the independence of the
independent public accountants, considers the range of audit and non-audit fees
and reviews the adequacy of the Company's internal accounting controls. The
Audit Committee met two times in 1996.

Compensation Committee. The Compensation Committee, which consists of
Messrs. Frey, Norman Leventhal (ex officio), Shulman and Sperling, makes
recommendations and exercises all powers of the Board of Directors in connection
with compensation matters, including incentive compensation and retirement
plans. The Compensation Committee also has authority to grant awards under the
Plan, the 1996 Non-Qualified Stock Option Plan and, subject to the approval of
Proposal Number 3, the Incentive Plan. The Compensation Committee met four times
in 1996. Mr. Frey joined the Compensation Committee on January 2, 1997 and did
not participate in any deliberations of the Compensation Committee prior to that
time.

The Board of Directors does not have a standing nominating committee. The
full Board of Directors performs the function of such a committee.

Director Compensation

Each of the directors who is not an employee of the Company or an affiliate
of Beacon (an "Independent Director") receives an annual director's fee of
$28,000, except that the annual director's fee for the Chairman, Mr. Sidman, is
$38,000. Each Independent Director also receives $1,000 for each regular
quarterly meeting of the Board

<PAGE>

of Directors attended, $1,000 for each special meeting of the Board of Directors
attended, $250 for each special telephonic meeting of the Board of Directors
participated in and $1,000 for each committee meeting attended. Upon joining the
Board of Directors, each Independent Director receives an initial option to
purchase 5,000 shares of Common Stock at the market price of the Common Stock on
the date of grant. Under the Plan, following each annual meeting of stockholders
each of the Company's Independent Directors, other than an Independent Director
who is elected for the first time that year, will receive an option to purchase
3,000 shares of Common Stock at the market price of the Common Stock on the date
of grant. The amendments to the Plan proposed in this Proxy would increase this
annual option grant from 3,000 to 5,000 shares of Common Stock. All options
granted to Independent Directors vest on the date of grant.

Executive Compensation

The following table sets forth the base compensation awarded for the past
three fiscal years to the Company's Chief Executive Officer and each of the four
most highly compensated executive officers of the Company other than the Chief
Executive Officer (collectively, the "Named Executive Officers") whose total
annual salary and bonus exceeded $100,000 during the fiscal year ended December
31, 1996.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
------------------------------------ -------------
Name and Principal Position Year Salary (1) ($) Bonuses ($) Options (#)
- ------------------------------------ ------- ----------------- -------------- -------------
<S> <C> <C> <C> <C>
Alan M. Leventhal ............... 1996 225,000 281,250 480,000
President and Chief 1995 165,000 206,250 50,000
Executive Officer 1994 150,000 61,250 100,000
Lionel P. Fortin .................. 1996 195,000 195,000 300,000
Executive Vice President and 1995 154,000 154,000 35,000
Chief Operating Officer 1994 140,000 57,167 75,000
Robert J. Perriello ............... 1996 175,000 131,250 125,000
Senior Vice President and 1995 147,500 110,634 25,000
Chief Financial Officer 1994 140,000 34,300 75,000
Douglas S. Mitchell ............... 1996 175,000 131,250 125,000
Senior Vice President-- 1995 147,500 110,634 25,000
Leasing/Management and Development 1994 140,000 42,875 75,000
Charles H. Cremens ............... 1996 141,346 250,000 300,000
Senior Vice President and 1995 N/A N/A N/A
Chief Investment Officer 1994 N/A N/A N/A
</TABLE>

- ----------

(1) The base salary of Messrs. Leventhal, Fortin, Perriello, Mitchell and
Cremens is paid by the Management Company. The Company and the Operating
Partnership reimburse the Management Company for time spent by the Named
Executive Officer on the business of the Company or the Operating
Partnership, respectively. Salary information for the year ended December
31, 1994 is presented on an annualized basis.

<PAGE>

Option Grants in Fiscal Year 1996. The following table sets forth the
options granted with respect to the fiscal year ended December 31, 1996 to the
Company's Named Executive Officers.

OPTION GRANTS IN FISCAL YEAR 1996

Individual Grants Potential Realizable
-------------------------------------------------------------------------- Value at Assumed
Annual Rates of
Percent of Share Price
Total Options Appreciation
Granted to For Option Term
Number of Shares Employees Exercise or --------------------------
Underlying in Fiscal Base Price Expiration
Name Options Granted (#) (1) Year $/SH Date 5%($) 10%($)
- ----------------------- -------------------------- --------------- ------------- ---------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Alan M. Leventhal ...... 480,000 21.6% $29.625 11/05/06 8,942,881 22,663,018
Lionel P. Fortin ....... 300,000 13.5% $29.625 11/05/06 5,589,308 14,164,386
Robert J. Perriello .... 125,000 5.6% $29.625 11/05/06 2,328,875 5,901,826
Douglas S. Mitchell .... 125,000 5.6% $29.625 11/05/06 2,328,875 5,901,826
Charles H. Cremens ..... 300,000 13.5% (2) (3) 4,913,239 15,239,386
</TABLE>

- ----------

(1) These options will vest in five equal installments commencing on November 6,
1997 through November 6, 2001, except for 200,000 options granted to Mr.
Cremens which will vest in four equal installments commencing on February
20, 1997 through February 20, 2000.

(2) The exercise price with respect to 200,000 of these options is $24.25 and
the exercise price with respect to 100,000 of these options is $29.625.

(3) The expiration date with respect to 200,000 of these options is February 19,
2006 and the expiration date with respect to 100,000 of these options is
November 5, 2006.

Option Exercises and Year-End Holdings. The following table sets forth
information regarding the exercise of stock options by the Named Executive
Officers in 1996, as well as the value of options held at the end of 1996 by the
Named Executive Officers.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END 1996 OPTION VALUES

<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised in-the-Money
Options at Options at Fiscal
Fiscal Year-End (#) Year-End ($) (1)
---------------------- ---------------------
Shares
Acquired On Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable
- ---------------------------- --------------- --------------- ---------------------- ---------------------
<S> <C> <C> <C> <C>
Alan M. Leventhal ......... N/A N/A 83,334/546,666 1,583,256/4,613,905
Lionel P. Fortin ......... 25,000 221,875 36,667/348,333 683,131/2,975,620
Robert J. Perriello ...... 25,000 221,875 33,334/166,667 628,083/1,640,542
Douglas S. Mitchell ...... 25,000 221,875 33,334/166,667 628,083/1,640,542
Charles H. Cremens ...... N/A N/A 0/300,000 0/3,175,000
</TABLE>

- ----------

(1) The value of unexercised in-the-money options at fiscal year-end is based on
the fair market value for Common Stock, $36.625 share, as of December 31,
1996.

<PAGE>

Pension Plan

The Company maintains a qualified non-contributory defined benefit pension
plan (the "Pension Plan") for eligible salaried employees of the Company,
including the Named Executive Officers. The eligibility requirements of the
Pension Plan are 1,000 hours of service per year and one year of service with
the Company. The assets of the Pension Plan are invested in funds managed by
Fidelity Investments and Pell Rudman & Co., Inc. Annual contributions to the
Pension Plan are computed by an actuarial firm based on normal pension costs and
a portion of past service costs. The Pension Plan provides for monthly benefits
to, or on behalf of, each covered employee at age 65 and has provisions for
surviving spouse benefits after five years of service. Covered employees who
terminate employment prior to retirement with at least five years of service are
vested in the accrued retirement benefit. The Pension Plan is subject to the
Employee Retirement Income Security Act of 1974, as amended.

The following table illustrates estimated annual pension benefits payable
upon retirement under the Pension Plan.

Annual Pension Benefits
Final Based on Years of Service
Average ---------------------------------------------------------
Compensation 15 20 25 30 35
- ----------------- --------- --------- --------- --------- --------
<S> <C> <C> <C> <C> <C>
$160,000 ...... 24,000 32,000 40,000 48,000 56,000
</TABLE>

The estimated accrued benefits shown in the table above are shown as
straight-life annuity amounts. These amounts are subject to reduction if an
optional form of annuity payment is elected. Pension benefits are calculated
based upon a plan compensation limit of $150,000, as indexed for inflation. For
1997, the indexed compensation limit is $160,000. Normal retirement age is 65
years. The estimated credited years of service for Messrs. Alan M. Leventhal,
Fortin, Mitchell and Perriello are 20 years, 23 years, 32 years and 27 years,
respectively. As of December 31, 1996, Mr. Cremens was not yet eligible under
the Pension Plan.

Employment Agreement

The Company has entered into an employment agreement with Alan M. Leventhal
(the "Employment Agreement") that will continue in effect until May 27, 1997,
and may be renewed for such periods, if any, as agreed to by the Company and Mr.
Leventhal. Pursuant to the Employment Agreement, Mr. Leventhal will serve as
President and Chief Executive Officer of the Company and Executive Vice
President of the Management Company. Mr. Leventhal's annual base salary for 1996
was $225,000, which salary may be increased, but not decreased, during the term
of the Employment Agreement. Effective January 1, 1997, the Compensation
Committee has increased Mr. Leventhal's base salary to $400,000. Pursuant to the
Employment Agreement, Mr. Leventhal may participate in any incentive
compensation plans established by the Company. Additionally, the Company
provides Mr. Leventhal and members of his immediate family with medical and
dental insurance and maintains life insurance and disability insurance for the
benefit of Mr. Leventhal. Pursuant to the Employment Agreement, Mr. Leventhal
devotes substantially all of his business time to the Company.

If Mr. Leventhal's employment with the Company is terminated by the Company
without "good reason" or by Mr. Leventhal after a "change in control" or certain
other events, Mr. Leventhal will be entitled to continue to receive his base
salary for the remaining term of the Employment Agreement. The Employment
Agreement defines "good reason" as a finding by the Company's Board of Directors
that Mr. Leventhal has (i) acted with gross negligence or willful misconduct in
connection with the performance of his material duties, (ii) defaulted in the
performance of his material duties and has not corrected such action within 15
days of notice thereof, (iii) willfully acted against the best interests of the
Company, or (iv) been convicted of a felony or committed fraud against the
Company. The Employment Agreement defines a "change in control" as (i) any
person becoming a beneficial owner of the securities of the Company representing
40% or more of either (A) the combined voting power of the Company's then
outstanding securities having the right to vote for the Company's Board of
Directors or (B) the then

<PAGE>

outstanding shares of all classes of stock of the Company, or (ii) individuals
who, in May 1994, constituted the Board of Directors of the Company (the
"Incumbent Directors") cease to constitute at least a majority of the Company's
Board of Directors, provided that any person becoming a director whose election
or nomination was approved by at least a majority of the Incumbent Directors
shall be considered an Incumbent Director, or (iii) the stockholders of the
Company approve (A) any consolidation or merger where the Company's stock does
not represent at last 50% of the voting shares of the surviving company, (B) any
sale, lease, exchange or transfer of all or substantially all of the assets of
the Company, or (C) any plan or proposal for the liquidation or dissolution of
the Company.

The Employment Agreement, subject to certain exceptions, prohibits Mr.
Leventhal from engaging, directly or indirectly, during the term of his
employment, in any business which engages or attempts to engage in, directly or
indirectly, the acquisition, development, construction, operation, management or
leasing of any commercial office real estate property anywhere in the United
States that the Company conducts its affairs (the "Competitive Activities"). The
Employment Agreement also, subject to certain limited exceptions, prohibits Mr.
Leventhal from engaging, directly or indirectly, during the Noncompetition
Period in any Competitive Activities. This provision of the Employment Agreement
survives the termination of the remainder of the Employment Agreement until the
expiration of the Noncompetition Period. The Noncompetition Period is the period
beginning on the date of the termination of employment and ending on the latest
of (i) May 26, 1997, (ii) one year from the termination of Mr. Leventhal's
employment with the Company and (iii) the date on which the severance payments
provided to him under the Employment Agreement cease.

Executive Severance Agreements/Special Termination Plan. In January 1997,
the Compensation Committee of the Board of Directors approved the adoption of
Executive Severance Agreements and a Special Termination Plan (the "Severance
Arrangements") which provide for cash severance payments and the continuation of
benefits to certain executive officers of the Company if such officer is
"terminated" (under circumstances described in the Severance Arrangements)
within a given period of time following a "change in control" (as defined in the
Severance Arrangements). The Company intends to execute definitive documentation
regarding the Severance Arrangements during the second quarter of 1997.

Report of the Compensation Committee

Objectives of Executive Compensation. The Company's executive compensation
program is intended to attract, retain and reward experienced, highly motivated
executives who are capable of leading the Company effectively and continuing its
growth and profitability. The Company's objective is to utilize a combination of
cash and equity-based compensation to provide appropriate incentives for
executives while aligning their interests with those of the Company's
stockholders.

The Company compensates its executive officers through a combination of
annual base salary, annual cash bonuses, and option awards under the Plan. The
Company's goal is to provide total compensation to its executive officers which
is competitive with those levels of total compensation paid in the REIT industry
for companies of similar size, makeup and performance. However, total
compensation of the Company's executive officers is based largely upon
performance of the Company by combining conservative annual base salaries with
performance-based incentives.

Compensation Committee Procedures. The Company's executive compensation
program is administered under the direction of the Company's Compensation
Committee, which is currently composed of Dale F. Frey (Mr. Frey joined the
Board of Directors and the Compensation Committee on January 2, 1997 and did not
participate in any deliberations of the Compensation Committee prior to that
time), Steven Shulman and Scott M. Sperling, non-employee directors, and Norman
B. Leventhal (ex officio) (the "Compensation Committee"). Final compensation
determinations for each fiscal year are generally made after the end of the
fiscal year, after audited financial statements for such year become available.
At that time, bonuses, if any, are determined for the past year's performance
and base salaries for the following fiscal year are set.

<PAGE>

In determining base salaries for the year ended December 31, 1996, the
Compensation Committee compared the Company's executive compensation to that of
a peer group of real estate investment trusts of similar size, makeup and
performance as reported in the SNL Executive Compensation Review 1996 -- REITs
(the "SNL Review"). The Compensation Committee also compared the Company's
compensation levels to levels reported in the 1997 National Real Estate
Compensation Survey (the "National Real Estate Survey").

While the SNL Review and the National Real Estate Survey may not be
identical to the companies used to calculate the NAREIT Total Return Equity
Index to which the Company's stock performance is compared in this proxy
statement, the Compensation Committee believes that the compensation information
in these surveys is comparable since all groups contain real estate investment
trusts of similar size, makeup and performance to that of the Company.

In determining cash bonuses and option grants for the year ended December
31, 1996, the Compensation Committee engaged SNL Securities, Watson Wyatt &
Company ("Wyatt") and FPL Associates ("FPL"), consultants, to advise the
Compensation Committee. The Compensation Committee considered their analysis in
determining cash bonuses and option grants for the year ended December 31,
1996.

The Compensation Committee has engaged both FPL and Wyatt to advise the
Compensation Committee with respect to certain executive compensation matters
during 1997, including extraordinary performance bonuses, employment agreements,
change of control severance agreements, and retirement plans. The Compensation
Committee has considered the analysis of FPL and Wyatt with regard to these
matters in setting compensation policy for the year ending December 31, 1997,
has adopted an extraordinary performance bonus plan (see Proposal Number 3) and
has approved the Severance Arrangements for the certain executive officers
described above.

Members of the Compensation Committee consult periodically by telephone
prior to the meeting at which compensation decisions are made. The Compensation
Committee exercises its independent discretion in determining the compensation
of the Named Executive Officers. With respect to the compensation of the Named
Executive Officers other than Mr. Alan M. Leventhal, the Compensation Committee
reviews the recommendation of Mr. Alan Leventhal.

Each element of the Company's executive compensation, as well as the
compensation of the Chief Executive Officer, is discussed separately below.

Base Salary. Base salaries are determined by the Compensation Committee
after reviewing salaries paid by real estate investment trusts of similar size,
makeup and performance. The Compensation Committee generally sets base salaries
at levels below those reflected in the SNL Review and the National Real Estate
Survey in an attempt to weight total compensation in favor of performance-based
incentives which, under certain circumstances, may enable executive officers to
achieve total compensation levels exceeding those reflected in the SNL Review
and the National Real Estate Survey.

In January 1996, the Compensation Committee set the 1996 base salaries for
the Company's executive officers in accordance with the policy stated above. For
the year ended December 31, 1996, the Company's executive officers (other than
its Chief Executive Officer, who is discussed separately below) received the
following base salaries: Lionel P. Fortin $195,000, Douglas S. Mitchell
$175,000, Robert J. Perriello $175,000 and Charles H. Cremens $141,346.

Cash Bonuses. Annual incentives are provided through the grant of cash
bonuses. In the case of Messrs. Leventhal, Fortin, Mitchell and Perriello, the
Compensation Committee awards cash bonuses based primarily upon the Company's
level of Funds from Operations. In the case of Mr. Cremens, the Compensation
Committee awards cash bonuses based primarily upon the Company's acquisition of
real estate, as well as the Company's level of Funds from Operations. Cash
bonuses are also subject to adjustment based upon the Compensation Committee's
evaluation of an executive's personal performance. In addition, the Compensation
Committee may grant cash bonuses to award extraordinary performance in excess of
the performance goals of the Company.

<PAGE>

The Compensation Committee awarded annual cash bonuses to the Company's
executive officers in January, 1997 for the fiscal year ended December 31, 1996.
These cash bonuses were determined in accordance with the policy stated above,
after reviewing the Company's performance. For the year ended December 31, 1996,
the Company's executive officers (other than its Chief Executive Officer, who is
discussed separately below) received the following cash bonuses: Lionel P.
Fortin $195,000, Douglas S. Mitchell $175,000, Robert J. Perriello $175,000 and
Charles H. Cremens $175,000. In addition, Mr. Cremens received a bonus of
$75,000 when he joined the Company in February 1996.

Stock Options. Long-term incentives are provided through the grant of stock
options. The Compensation Committee believes that the grant of stock options
align the executive's long-term objectives with those of the Company's
stockholders. The Plan is administered by the Compensation Committee, which has
the power to determine those individuals to whom options will be granted; the
number of shares, the type of options and other terms and conditions of the
options.

The Compensation Committee awarded stock options for the year ended
December 31, 1996 in accordance with the policy stated above, after reviewing
the recommendations of FPL. The Company's executive officers (other than its
Chief Executive Officer, who is discussed separately below) received options to
purchase the following number of shares of Common Stock: Lionel P. Fortin
300,000, Douglas S. Mitchell 125,000, Robert J. Perriello 125,000 and Charles H.
Cremens 100,000. In addition, the Compensation Committee awarded Mr. Cremens
options to purchase 200,000 shares of Common Stock when he joined the Company in
February 1996.

Compensation of Chief Executive Officer. The Compensation Committee set
Mr. Alan Leventhal's base salary for the year ended December 31, 1996
substantially in accordance with the policies described above relating to all
executive officers of the Company. Mr. Alan Leventhal's 1996 base salary was
$225,000, an amount that represents an increase of 36.3% over his 1995 base
salary.

Mr. Alan Leventhal's cash bonus for the year ended December 31, 1996 was
determined by the Compensation Committee substantially in accordance with the
policies described above relating to all executive officers of the Company. In
making such determination the Compensation Committee noted several factors,
including the Company's achievement of a 17% increase of Funds from Operations
in 1996 over levels achieved in 1995. The Compensation Committee also considered
the successful completion of three public offerings of the Company's Common
Stock resulting in net proceeds of approximately $750 million. In addition, the
Compensation Committee considered the fact that the Company increased its
portfolio of properties by over 224% through acquisitions during 1996. Mr. Alan
Leventhal received a cash bonus of $281,250 for the fiscal year ended December
31, 1996.

The Compensation Committee determined Mr. Alan Leventhal's grant of stock
options for the year ended December 31, 1996 substantially in accordance with
the policies described above relating to all executive officers of the Company.
Mr. Alan Leventhal received options to purchase 480,000 shares of Common Stock
relating to the year ended December 31, 1996.

Tax Deductibility of Compensation. Section 162(m) of the Internal Revenue
Code of 1986, as amended, limits the deductibility on the Company's tax return
of compensation over $1 million to any of the Named Executive Officers of the
Company unless, in general, the compensation is paid pursuant to a plan which is
performance-related, non-discretionary and has been approved by the Company's
stockholders. The Compensation Committee's policy with respect to Section 162(m)
is to make every reasonable effort to ensure that compensation is deductible to
the extent permitted while simultaneously providing Company executives with
appropriate rewards for their performance. Towards that end, the Compensation
Committee has approved a performance-based bonus plan and the Extraordinary
Performance Stock Incentive Plan for Senior Executives, which is being submitted
for stockholder approval under Proposal 3 below in order to satisfy the
stockholder approval requirements of Section 162(m). Any grants of options under
the 1994 Stock Option and Incentive Plan are also designed to satisfy the
performance-based compensation requirements of Section 162(m).

<PAGE>

Submitted by the Compensation Committee.

Dale F. Frey (joined Compensation Committee
on January 2, 1997 and did not participate in
1996 deliberations)
Norman B. Leventhal (ex officio)
Steven Shulman
Scott M. Sperling

Compensation Committee Interlocks and Insider Participation

Mr. Norman Leventhal was a member of the Compensation Committee of the
Company in 1996. Norman Leventhal holds an interest in Pearl Street Company, a
limited partnership holding a 40% interest in the Hotel Meridien. See "Certain
Relationships and Related Transactions."

<PAGE>

Stock Performance Graph

The following graph provides a comparison of the cumulative total
stockholder return for the period from May 20, 1994 to December 31, 1996
(assuming reinvestment of any dividends) among the Company, the Standard & Poor
("S&P") 500 Index and the National Association of Real Estate Investment Trusts
("NAREIT") Total Return Equity Index (the "Index").

[GRAPHIC OMITTED]

<TABLE>
<S> <C> <C> <C> <C>
5/20/94 12/31/94 12/31/95 12/31/96
--------- ---------- ---------- ----------
Beacon Properties Corp. $ 100.00 $ 115.25 $ 151.55 $ 257.70
S&P 500 $ 100.00 $ 102.31 $ 140.59 $ 172.92
NAREIT Equity REIT $ 100.00 $ 95.97 $ 110.62 $ 149.64
</TABLE>

<PAGE>

Principal and Management Stockholders

The following table sets forth the beneficial ownership of Common Stock for
(i) each stockholder of the Company that the Company believes holds more than a
5% beneficial interest in the Company, (ii) each Named Executive Officer of the
Company who is not a director of the Company and (iii) the directors, nominees
and executive officers of the Company as a group. Stock ownership of the
Directors of the Company appears under the heading "Information Regarding
Nominees and Directors" in this Proxy Statement.

<TABLE>
<CAPTION>
Beneficial Ownership (1)
-----------------------------------
Number of Percent
Name of Beneficial Owners Shares and Units Held (2)
- -------------------------------------------------------------------- ------------------- ----------
<S> <C> <C>
FMR Corp. (3) ...................................................... 6,770,800 14.0
Cohen & Steers Capital Management, Inc. (4) ........................ 2,841,300 5.9
Putnam Investment Management, Inc. (5) ........................... 2,808,427 5.8
Franklin Resources, Inc. (6) ....................................... 2,616,200 5.4
Douglas S. Mitchell (7) .......................................... 319,115 *
Robert J. Perriello (8) .......................................... 309,620 *
Charles H. Cremens (9) ............................................. 300,000 *
All directors and executive officers as a group (12 persons) ...... 5,667,871 10.7
</TABLE>

- ----------

* Less than one percent

(1) All information has been determined as of March 14, 1997. Information
regarding FMR Corp., Cohen & Steers Capital Management, Inc., Putnam
Investments Management, Inc. and Franklin Resources, Inc. is based on
Schedules 13G filed with the Securities and Exchange Commission reporting
beneficial ownership as of February 14, 1997. For purposes of this table a
person is deemed to have "beneficial ownership" of the number of shares of
Common Stock that person has the right to acquire pursuant to the exercise
of stock options or the redemption of Units (assuming the Company elects to
issue Common Stock rather than pay cash upon such redemption). See
"Executive Compensation" for a discussion of the vesting of stock options
granted to directors and officers.

(2) For purposes of computing the percentage of outstanding shares of Common
Stock held by each person, any shares of Common Stock which such person has
the right to acquire pursuant to the exercise of a stock option or upon the
redemption of Units is deemed to be outstanding, but is not deemed to be
outstanding for the purposes of computing the percent ownership of any other
person.

(3) FMR Corp.'s address is 82 Devonshire Street, Boston, Massachusetts 02109.

(4) Cohen & Steers Capital Management, Inc.'s address is 757 Third Avenue, New
York, New York 10017.

(5) Putnam Investment Management, Inc.'s address is One Post Office Square,
Boston, Massachusetts 02109.

(6) Franklin Resources, Inc.'s address is 777 Mariners Island Blvd., San Mateo,
California 94404.

(7) Mr. Mitchell was deemed to be the beneficial owner of (a) options to
purchase 200,000 shares of Common Stock and (b) 119,115 Units (held directly
or by a limited partnership for which he is the general partner).

(8) Mr. Perriello was deemed to be beneficial owner of (a) options to purchase
200,000 shares of Common Stock and (b) 109,620 Units.

(9) Mr. Cremens was deemed to be the beneficial owner of options to purchase
300,000 shares of Common Stock.

BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's executive officers and directors, and
persons who own more than 10% of a registered class of the Company's equity
securities ("10% Holders"), to file reports of ownership and changes in
ownership with the Securities and

<PAGE>

Exchange Commission ("SEC") and the New York Stock Exchange. Officers, directors
and 10% Holders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms that they file. To the Company's knowledge,
based solely on review of the copies of such reports and amendments thereto
furnished to the Company and written representations that no other reports were
required during or with respect to Fiscal 1996, the Company believes all Section
16(a) filing requirements were complied with, except that all of the following
filed their respective Form 5's (Annual Statement of Beneficial Ownership of
Securities) for Fiscal 1995 one day late: James M. Becker, The Beacon Trust, The
Bonnybrook Trust, Lionel P. Fortin, The Leventhal Family L.P., Alan M.
Leventhal, Douglas S. Mitchell, Robert J. Perriello and Edwin N. Sidman.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Hotel Meridien, which is adjacent to One Post Office Square, is owned
by Oliver Street Associates. The general partners of Pearl Street Company, a 40%
joint venturer in Oliver Street Associates, are Norman B. Leventhal and Edwin N.
Sidman, and the limited partners of Pearl Street Company include Lionel Fortin,
Douglas Mitchell, Robert J. Perriello and Alan M. Leventhal. The ballroom and a
portion of the cafe of the Hotel Meridien are located in, and leased from, the
partnership which owns One Post Office Square pursuant to leases which provided
for annual base rent in 1996 of approximately $115,000. Additionally, the
cooling tower for the Hotel Meridien is located on the roof of the One Post
Office Square garage pursuant to an easement agreement. The Hotel Meridien and
partnership which owns One Post Office Square are also parties to an easement,
restrictions and cooperation agreement which provides, among other things, for
mutual easements for a private street, foundations, support, and an underground
service area for mutual height and floor-area-ratio restrictions, and which
gives the Hotel Meridien the right to reserve up to 75 parking spaces at monthly
rates in the parking facilities located at the One Post Office Square garage.

William F. McCall, Jr., a Director of the Company, is Chairman of McCall &
Almy, Inc., an entity which leases space from the Company at One Post Office
Square for annual base rent in 1996 of approximately $135,000.

PROPOSAL 2: APPROVAL OF AMENDMENT TO BEACON PROPERTIES CORPORATION 1994 STOCK
OPTION AND INCENTIVE PLAN

Proposal

The Board of Directors has adopted an amendment to the Beacon Properties
Corporation 1994 Stock Option and Incentive Plan and is recommending the
amendment to stockholders for approval. The amendment would increase the number
of shares of Common Stock available for issuance under the Plan. If approved by
the stockholders, the number of shares of Common Stock available for issuance
would increase to such aggregate number of shares of Common Stock as does not
exceed the sum of (i) 4,351,114 shares plus (ii) 8 percent of the total number
of shares of Common Stock and Units issued by the Company after December 31,
1996, subject to certain limitations on the number of shares of stock that may
be subject to Incentive Stock Options under the Plan. In addition, the amendment
would increase the number of shares of Common Stock underlying the annual grants
of Non-Qualified Stock Options under the Plan to Independent Directors from
3,000 shares to 5,000 shares and allow the Compensation Committee the discretion
to grant additional Non-Qualified Stock Options to Independent Directors under
the Plan. Finally, the amendment would increase the individual limit on option
grants from 500,000 shares to 1,000,000 shares.

Reasons for the Amendment

The Board of Directors believes that stock options and other stock-based
awards play an important role in the success of the Company and that this role
must increase if the Company is to continue to attract, motivate and retain the
caliber of Directors, officers and other employees necessary to the Company's
future growth and success. The amendment is necessary to provide for an adequate
number of shares of Common Stock available for grant under the Plan.

<PAGE>

The Board of Directors believes that adding more shares of Common Stock to
the Plan will help the Company to achieve its goals by keeping the Company's
incentive compensation program competitive with those of other companies.
Accordingly, the Board of Directors has voted, subject to stockholder approval,
to increase the number of shares of Common Stock available under the Plan to the
limit described above.

The Board of Directors also believes that the grant of Non-Qualified Stock
Options to its Independent Directors is an important way to attract and
compensate qualified Independent Directors for their efforts on behalf of the
Company and align their interests with those of the Company's stockholders. The
proposed amendments would allow the Compensation Committee greater flexibility
to provide its Independent Directors with incentive compensation that is
competitive with that awarded by other comparable companies.

As of March 14, 1997, options to purchase 2,571,734 shares of Common Stock
were outstanding under the Plan.

The Board of Directors unanimously recommends that the amendment to the
Plan be approved, and therefore recommends a vote FOR this proposal.

Summary of the Plan

The material terms of the Plan are summarized below.

Plan Administration; Eligibility. The Plan is administered by a Committee
of the Board of Directors of the Company consisting of the non-employee members
of the Compensation Committee. All members of the Committee must be "outside
directors" as defined in Section 162(m) of the Code and the regulations
promulgated thereunder and "non-employee directors" as defined in Rule 16b-3
issued under the Securities Exchange Act of 1934, as amended.

The Committee has full power to select, from among the persons eligible for
awards, the individuals to whom awards will be granted, to make any combination
of awards to participants, and to determine the specific terms of each award,
subject to the provisions of the Plan. Persons eligible to participate in the
Plan are generally those employees of the Company and its subsidiaries who are
responsible for or contribute to the management, growth or profitability of the
Company and its subsidiaries, as selected from time to time by the Committee in
its sole discretion. Independent Directors of the Company are also eligible for
certain awards under the Plan.

Stock Options. The Plan permits the granting of both options to purchase
Common Stock intended to qualify as incentive stock options ("Incentive
Options") under Section 422 of the Code and options that do not so qualify
("Non-Qualified Options"). The option exercise price of each option will be
determined by the Committee but may generally not be less than 100% of the fair
market value of the shares on the date of grant. However, upon the request of an
employee and with the consent of the Committee, an employee may elect to receive
a Non-Qualified Option in lieu of any cash bonus to which he may become entitled
during the following calendar year pursuant to any other plan of the Company if
such employee makes an irrevocable election to waive receipt of all or a portion
of such cash bonus. In the case of such grants, the option exercise price must
be at least 50% of the fair market value of the shares on the date of grant.
Awards of Incentive Options may be granted under the Plan until January 27,
2007. In order to satisfy Section 162(m) of the Code, the Plan provides that
options with respect to no more than 1,000,000 shares of Common Stock may be
granted to any one individual participant during any one calendar year period.

The term of each option will be fixed by the Committee and may not exceed
ten years from date of grant in the case of an Incentive Option. The Committee
will determine at what time or times each option may be exercised and, subject
to the provisions of the Plan, the period of time, if any, after retirement,
death, disability or termination of employment during which options may be
exercised. Options may be made exercisable in installments, and the
exercisability of options may be accelerated by the Committee.

Upon exercise of options, the option exercise price must be paid in full
either in cash or by certified or bank check or other instrument acceptable to
the Committee or, if the Committee so permits, by delivery of shares of

<PAGE>

Common Stock already owned by the optionee. The exercise price may also be
delivered to the Company by a broker pursuant to irrevocable instructions to the
broker from the optionee.

At the discretion of the Committee, non-qualified stock options granted
under the Plan may include dividend equivalent rights which will allow the
optionee to receive additional shares of Common Stock upon option exercise.

To qualify as Incentive Options, options must meet additional Federal tax
requirements, including limits on the value of shares subject to Incentive
Options which first become exercisable in any one year, and a shorter term and
higher minimum exercise price in the case of certain large shareholders.

Stock Options Granted to Independent Directors. The Plan provides for the
automatic grant of Non-Qualified Options to Independent Directors. Each
Independent Director is automatically granted on the date first elected as a
Director a Non-Qualified Option to purchase 5,000 shares of Common Stock. Each
Independent Director who is serving as Director of the Company on the fifth
business day after each annual meeting of stockholders, other than an
Independent Director who is elected for the first time that year, shall, subject
to approval of Proposal Number 2, automatically be granted on such day a
Non-Qualified Option to purchase 5,000 shares of Common Stock. The exercise
price of each such Non-Qualified Option is to be equal to the fair market value
of the Common Stock on the date of grant. The Committee may also, in its
discretion, grant additional Non-Qualified Stock Options to Independent
Directors.

Each Independent Director may, pursuant to an irrevocable written election
made in advance, receive additional Non-Qualified Options in lieu of cash
directors' fees. The exercise price of these options must be at least 50% of the
fair market value of the shares on the day of grant.

Restricted Stock. The Committee may also award shares of Common Stock
subject to such conditions and restrictions as the Committee may determine
("Restricted Stock"). These conditions and restrictions may include the
achievement of certain performance goals and/or continued employment with the
Company through a specified restricted period. The purchase price, if any, of
shares of Restricted Stock will be determined by the Committee. If the
performance goals and other restrictions are not attained, the employees may
forfeit their awards of Restricted Stock. Restricted Stock also may be granted
to an employee by the Committee in lieu of a cash bonus due to such employee
pursuant to any other plan of the Company.

Unrestricted Stock. The Committee may also grant shares (at no cost or for
a purchase price determined by the Committee) which are free from any
restrictions under the Plan ("Unrestricted Stock"). Unrestricted Stock may be
issued to employees in recognition of past services or other valid
consideration, and may be issued in lieu of cash bonuses to be paid to such
employees.

Each Independent Director may, pursuant to an irrevocable written election
made in advance, receive shares of Unrestricted Stock, currently or on a
deferred basis, in lieu of cash directors' fees.

Adjustments for Stock Dividends, Mergers, Etc. The Committee will make
appropriate adjustments in outstanding awards to reflect stock dividends, stock
splits and similar events. In the event of a merger, liquidation or similar
event, the Committee in its discretion may provide for substitution or
adjustments or may (subject to the provisions described below under "Change of
Control Provisions") accelerate or, upon payment or other consideration for the
vested portion of any awards as the Committee deems equitable in the
circumstances, terminate such awards.

Tax Withholding. Plan participants are responsible for the payment of any
Federal, state or local taxes which the Company is required by law to withhold
from the value of any award. The Company may deduct any such taxes from any
payment otherwise due to the participant. Participants may elect to have such
tax obligations satisfied either by authorizing the Company to withhold shares
of stock to be issued pursuant to an award under the Plan or by transferring to
the Company shares of Common Stock having a value equal to the amount of such
taxes.

<PAGE>

Amendments and Termination. The Board of Directors may at any time amend or
discontinue the Plan, and the Committee may at any time amend or cancel
outstanding awards for the purpose of satisfying changes in the law or for any
other lawful purpose. However, no such action may be taken which adversely
affects any rights under outstanding awards without the holder's consent.
Further, Plan amendments shall be subject to approval by the Company's
stockholders if and to the extent required to preserve the status of Incentive
Options granted under the Plan.

Change of Control Provisions. The Plan provides that in the event of a
"Change of Control" of the Company, all stock options shall automatically become
fully exercisable, unless the Committee shall otherwise provide at the time of
the grant. Restrictions and conditions on awards of Restricted Stock likewise
shall automatically be deemed waived. In addition, at any time prior to or after
a Change of Control, the Committee may accelerate awards and waive conditions
and restrictions on any awards to the extent it may determine appropriate.

Stockholders' Vote

The amendment to the Plan will become effective upon approval by the
holders of at least a majority of the shares of Common Stock present or
represented and entitled to vote at the Annual Meeting. Votes by stockholders
representing at least 50% of all outstanding shares of Common Stock must be
cast. For purposes of this vote, abstentions will have the same effect as votes
cast against the amendment of the Plan and broker non-votes will have no effect
on the results of the vote. Both abstentions and broker non-votes will count
towards the presence of a quorum.

Tax Aspects Under the U.S. Internal Revenue Code

The following is a summary of the principal Federal income tax consequences
of option grants under the Plan. It does not describe all Federal tax
consequences under the Plan, nor does it describe state or local tax
consequences.

Incentive Options. No taxable income is realized by the optionee upon the
grant or exercise of an Incentive Option. If shares issued to an optionee
pursuant to the exercise of an Incentive Option are not sold or transferred
within two years from the date of grant or within one year after the date of
exercise, then (a) upon sale of such shares, any amount realized in excess of
the option price (the amount paid for the shares) will be taxed to the optionee
as a long-term capital gain and any loss sustained will be a long-term capital
loss, and (b) there will be no deduction for the Company for Federal income tax
purposes. The exercise of an Incentive Option will give rise to an item of tax
preference that may result in alternative maximum tax liability for the
optionee.

If shares of Common Stock acquired upon the exercise of an Incentive Option
are disposed of prior to the expiration of the two-year and one-year holding
periods described above (a "disqualifying disposition"), generally (a) the
optionee will realize ordinary income in the year of disposition in an amount
equal to the excess (if any) of the fair market value of the shares at exercise
(or, if less, the amount realized on a sale of such shares) over the option
price thereof, and (b) the Company will be entitled to deduct such amount.
Special rules will apply where all or a portion of the exercise price of the
Incentive Option is paid by tendering shares of Common Stock.

If an Incentive Option is exercised at a time when it no longer qualifies
for the tax treatment described above, the option is treated as a Non-Qualified
Option. Generally, except in the case of death, an Incentive Option will not be
eligible for the tax treatment described above if it is exercised more than
three months following termination of employment (or one year in the case of
termination of employment by reason of death or disability).

Non-Qualified Options. With respect to Non-Qualified Options under the
Plan, no income is realized by the optionee at the time the option is granted.
Generally, (a) at exercise, ordinary income is realized by the optionee in an
amount equal to the difference between the option price and the fair market
value of the shares on the date of exercise, and the Company receives a tax
deduction for the same amount, and (b) at disposition, appreciation or
depreciation after the date of exercise is treated as either short-term or
long-term capital gain or loss depending on how long the shares have been held.
Special rules will apply where all or a portion of the exercise price of the
Non-Qualified Option is paid by tendering shares of Common Stock.

<PAGE>

Payments in Respect of a Change of Control. The Plan provides for
acceleration or payment of awards and related shares in the event of a Change of
Control. Such acceleration or payment may cause the consideration involved to be
treated in whole or in part as "parachute payments" under the Code. Acceleration
of benefits under other Company stock and benefits plans and other contracts
with employees in the event of a Change of Control could be subject to being
combined with Plan accelerations for "parachute payment" purposes. Any such
"parachute payments" may be non-deductible to the Company in whole or in part,
and the recipient may be subject to a 20% excise tax on all or part of such
payments (in addition to other taxes ordinarily payable).

Limitation on the Company's Deduction. As a result of new Section 162(m) of
the Code, the Company's deduction for certain awards under the Plan may be
limited to the extent that a "covered employee" (e.g., one of the Named
Executive Officers) receives compensation in excess of $1,000,000 in such
taxable year of the Company (other than performance-based compensation that
otherwise meets the requirements of Section 162(m) of the Code).

PROPOSAL 3: APPROVAL OF BEACON PROPERTIES CORPORATION EXTRAORDINARY PERFORMANCE
STOCK INCENTIVE PLAN FOR SENIOR EXECUTIVES

Proposal

The Compensation Committee of the Board of Directors has established the
Incentive Plan, subject to the approval of the Incentive Plan by stockholders,
to provide incentive compensation to certain senior executive employees of the
Company.

Reasons for the Proposal

Section 162(m) of the Code and the regulations thereunder generally would
disallow the Company a federal income tax deduction for compensation in excess
of $1 million paid in any year to any of those Executive Officers included in
the Summary Compensation Table who are employed by the Company on the last day
of the taxable year ("Covered Employees"). This cap on deduction does not apply
to payments of "performance-based compensation," the material terms of which
have been approved by shareholders. Payments under the Incentive Plan to Covered
Employees are intended to be "performance-based compensation" for this purpose.

The goal of the Incentive Plan is to tie incentive compensation for senior
management employees to the extraordinary performance of the Company. The
performance period is determined by the Compensation Committee and can range
from one to three calendar years ("Performance Periods"). The first Performance
Period runs from January 1, 1997 to December 31, 1997 (the "Initial Performance
Period").

The Board of Directors unanimously recommends that the Incentive Plan be
approved, and therefore recommends a vote FOR this proposal.

Summary of the Incentive Plan

The material features of the Incentive Plan are described below.

Administration

The Incentive Plan is administered by the Compensation Committee which is
composed of non-employee directors who are not eligible to participate in the
Incentive Plan.

Eligibility

The employees eligible to participate in and receive compensation under the
Incentive Plan are the senior executives of the Company. The specific senior
executives who will be eligible to participate for any Performance Period (the
"Participants") must be designated by the Compensation Committee. Seven
executives of the Company have been designated as Participants for the Initial
Performance Period.

<PAGE>

Determination of Awards

Awards under the Incentive Plan are based on a percentage of a performance
pool determined for each Performance Period (a "Performance Pool"). Awards are
generally granted by the Compensation Committee upon the commencement of each
Performance Period.

A Performance Pool will be available for a Performance Period if the
Company's performance during that period meets the performance measure
established by the Compensation Committee. The performance measure is based on
Funds from Operations ("FFO") per Share. The FFO per Share during the
Performance Period must exceed a target established by the Compensation
Committee. This target is determined by the Compensation Committee each year
within the first 90 days of the Performance Period. FFO per Share is the
Company's net income for the Performance Period, computed in accordance with
generally accepted accounting principles, but excluding gains (or losses) from
debt restructuring and sales of property, plus depreciation and amortization,
and after adjustments for unconsolidated partnerships and joint ventures,
divided by the weighted average number of shares of Common Stock and Units
outstanding during the Performance Period. Adjustments for unconsolidated
partnerships and joint ventures will be calculated to reflect funds from
operations on the same basis. A Performance Pool will be established under the
Incentive Plan for a Performance Period if and only if the Compensation
Committee certifies that the performance measure has been met.

The amount of the Performance Pool for a Performance Period of one calendar
year is equal to 5% of the product of (i) the amount of FFO per Share in excess
of the target multiplied by the multiple (ratio of Share Value to FFO per Share)
and (ii) the average number of shares of Common Stock and Units outstanding
during the Performance Period. If the Performance Period is two calendar years,
the size of the Performance Pool is increased by one-third per year for each
year of the Performance Period, and if the Performance Period is three calendar
years, the size of the Performance Pool is increased by one-half per year for
each year of the Performance Period. The Compensation Committee has discretion
to reduce the size of the Performance Pool. Once this Performance Pool is
computed, each individual award is computed as the percentage of the Performance
Pool which the individual was allocated at the commencement of the Performance
Period.

"Share Value" for purposes of the Incentive Plan means the closing price
reported for a share of Common Stock on the principal stock exchange on which
the Shares are listed on the last business day of the Performance Period.

No more than 100% of Performance Pool percentages may be allocated to
Participants for any Performance Period.

Form and Payment of Awards

If a Participant becomes entitled to payments for any Performance Period,
his or her Performance Pool allocation will be paid in shares of Restricted
Stock awarded under the Company's 1994 Stock Option and Incentive Plan. Shares
of Restricted Stock will vest 20% on the date of grant and 20% on each
anniversary date thereafter. These shares will also become fully vested upon a
"Change of Control" of the Company.

Termination of Employment

Any Participant whose employment terminates from the Company for any reason
prior to the completion of a Performance Period will forfeit all rights to any
distributions for the Performance Period. Any Participant whose employment
terminates after receipt of Restricted Stock, but prior to full vesting in such
shares, will generally forfeit all non-vested shares unless the termination is
for reason of death.

<PAGE>

Amendment or Termination of the Incentive Plan

The Company may at any time amend, suspend or discontinue the Incentive
Plan in whole or in part. Generally, no such action may, without the approval of
the Participants, affect the Participants' rights to benefits attributable to
benefits which have already earned.

New Incentive Plan Benefits

It is not possible to determine at this time the benefits that will be
payable under the Incentive Plan for the Performance Period commencing January
1, 1997. The table below sets forth the allocations in effect for the 1997
Initial Performance Pool

Incentive Plan

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
Name Initial Performance Pool Percentage (%)
- ---------------------------------------------------------------------------------
<S> <C>
Alan M. Leventhal 33%
- ---------------------------------------------------------------------------------
Lionel P. Fortin 21%
- ---------------------------------------------------------------------------------
Robert J. Perriello 10%
- ---------------------------------------------------------------------------------
Douglas S. Mitchell 10%
- ---------------------------------------------------------------------------------
Charles H. Cremens 18%
- ---------------------------------------------------------------------------------
Executive Group (7 persons) 100%
- ---------------------------------------------------------------------------------
Non-Executive Director Group 0%
- ---------------------------------------------------------------------------------
Non-Executive Officer Employee Group 0%
- ---------------------------------------------------------------------------------
</TABLE>

Effective Date of the Incentive Plan

The Incentive Plan will become effective upon the affirmative vote of the
holders of at least a majority of the shares of Common Stock present or
represented and entitled to vote at the Annual Meeting. For purposes of the vote
on the Incentive Plan, abstentions and broker non-votes will have no effect on
the results of the vote. Both abstentions and broker non-votes will count
towards the presence of a quorum.

PROPOSAL 4: RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

The Board of the Company, upon the recommendation of the Audit Committee,
has selected the accounting firm of Coopers & Lybrand L.L.P. to serve as
independent auditors of the Company for the fiscal year ending December 31,
1997. Coopers & Lybrand L.L.P. has served as the Company's independent auditors
since the Company's formation in March 1994 and is considered by management of
the Company to be well qualified. The Company has been advised by that firm that
neither it nor any member thereof has any financial interest, direct or
indirect, in the Company or any of its subsidiaries in any capacity. A
representative of Coopers & Lybrand L.L.P. will be present at the Annual
Meeting, will be given the opportunity to make a statement if he or she so
desires and will be available to respond to appropriate questions.

Although the Company is not required to submit the ratification and
approval of the selection of its independent auditors to a vote of stockholders,
the Board of Directors believes that it is sound policy to do so. In the event
that the majority of the votes cast are against the selection of Coopers &
Lybrand L.L.P., the directors will consider the vote and the reasons therefor in
future decisions on the selection of independent auditors.

<PAGE>

OTHER MATTERS

Solicitation of Proxies

The cost of solicitation of proxies in the form enclosed herewith will be
paid by the Company. The Company has retained Corporate Investors
Communications, Inc. to assist with such solicitation of proxies, for which the
Company will pay a fee of $5,500, plus reimbursement of certain expenses. In
addition to the solicitation of proxies by mail, the directors, officers and
employees of the Company may also solicit proxies personally or by telephone
without additional compensation for such activities. The Company will also
request persons, firms and corporations holding shares in their names or in the
names of their nominees, which are beneficially owned by others, to send proxy
materials to and obtain proxies from such beneficial owners. The Company will
reimburse such holders for their reasonable expenses.

Stockholder Proposals

For a proposal of a stockholder to be presented to the Company's 1998
annual meeting and included in the Company's proxy statement pursuant to Rule
14a-8 of the Exchange Act ("Rule 14a-8"), the Secretary of the Company must
receive written notice thereof on or before December 12, 1997. Such a proposal
must also comply with the requirements as to form and substance of the
Securities and Exchange Commission.

For a proposal of a stockholder to be presented to the Company's 1998
annual meeting of stockholders, other than a stockholder proposal included in
the Company's proxy statement pursuant to Rule 14a-8, it must be received at the
principal executive offices of the Company after November 23, 1997 and on or
before March 8, 1998, unless the 1998 annual meeting of stockholders is
scheduled to take place before May 15, 1998. The Company's Bylaws provide that
any stockholder wishing to nominate a director or have a stockholder proposal,
other than a stockholder proposal included in the Company's proxy statement
pursuant to Rule 14a-8, considered at an annual meeting must provide written
notice of such nomination or proposal and appropriate supporting documentation,
as set forth in the Bylaws, to the Company at its principal executive offices
not less than 75 days nor more than 180 days prior to the anniversary of the
immediately preceding annual meeting of stockholders (the "Anniversary Date");
provided, however, that in the event that the annual meeting is scheduled to be
held more than seven calendar days prior to the Anniversary Date, such
nominations or proposals must be delivered to the Company not later than 75 days
prior to such earlier date if the Company has given 75 days' prior notice or
public disclosure of the scheduled date or 20 calendar days after the earlier of
the date on which notice of the meeting was mailed or the date on which public
disclosure is made, if the Company has not given 75 days' prior notice or public
disclosure of the scheduled date. Any such proposal should be mailed to: Beacon
Properties Corporation, 50 Rowes Wharf, 6th Floor, Boston, Massachusetts, 02110,
Attn: Secretary.

Other Matters

The Board of Directors does not know of any matters other than those
described in this Proxy Statement that will be presented for action at the
Annual Meeting. If other matters are presented, proxies will be voted in
accordance with the best judgment of the proxy holders.

<PAGE>

PROXY

BEACON PROPERTIES CORPORATION
50 Rowes Wharf, Boston, MA 02110
Proxy for Annual Meeting of Stockholders to be held on May 22, 1997
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints Edwin N. Sidman, Alan M.
Leventhal and Lionel P. Fortin, and each of them, as Proxies of the undersigned,
with full power of substitution, to vote all shares of Common Stock of Beacon
Properties Corporation (the "Company") held of record by the undersigned as of
the close of business on March 14, 1997, on behalf of the undersigned at the
Annual Meeting of Stockholders (the "Annual Meeting") to be held at State Street
Bank, 225 Franklin Street, Boston, Massachusetts, 1:00 p.m. local time, on
Thursday, May 22, 1997, and at any adjournments or postponements thereof.

When properly executed, this proxy will be voted in the manner directed
herein by the undersigned stockholder(s). If no direction is given, this proxy
will be noted FOR the election of the three nominees for Class III directors and
the one nominee for Class II director of the Company named in this Proxy
Statement, FOR approval of the amendment to the Plan, FOR approval of the
Incentive Plan and FOR ratification of the Board of Directors' selection of
Coopers & Lybrand L.L.P. as the Company's independent auditors for the fiscal
year ending December 31, 1997. In their discretion, the Proxies are each
authorized to vote upon such other business as may properly come before the
Annual Meeting and any adjournments or postponements thereof. A stockholder
wishing to vote in accordance with the Board of Directors' recommendations need
only sign and date this proxy and return it in the enclosed envelope.

---------------
Please vote and sign on other side and SEE REVERSE
return promptly in the enclosed envelope. SIDE
---------------

<PAGE>

[X] Please mark
votes as in
this example.

1. To elect three Class III Directors of the Company to serve until the 2000
Annual Meeting of Stockholders and until their respective successors are duly
elected and qualified and one Class II Director of the Company to serve until
the 1999 Annual Meeting of Stockholders and until his successor is duly
elected and Qualified.

Class III Nominees: Norman B. Leventhal, Scott M. Sperling and
Lionel P. Fortin

Class II Nominee: Dale F. Frey

FOR WITHHELD
[ ] [ ]

[ ] MARK HERE [ ]
-------------------------------------- FOR ADDRESS
For all nominees except as noted above CHANGE AND
NOTE BELOW

2. To approve the amendment to the Company's 1994 Stock Option and Incentive
Plan (the "Plan") to, among other things, increase the number of shares of
the Company's Common Stock subject to issuance under the Plan such that the
total number of shares of Common Stock subject to the Plan equals 8% of the
number of outstanding shares of Common Stock and units of partnership
interests in Beacon Properties, L.P. that are subject to redemption rights.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

3. To approve the Beacon Properties Corporation Extraordinary Performance Stock
Incentive Plan for Senior Executives.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

4. To ratify the selection of Coopers & Lybrand L.L.P. as the independent
auditors of the Company for the fiscal year ending December 31, 1997.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

5. To consider and act upon any other matters that may properly be brought
before the Annual Meeting and at any adjournments or postponements thereof.

The undersigned hereby acknowledge(s) receipt of a copy of the accompanying
Notice of Annual Meeting of Stockholders, the Proxy Statement with respect
thereto and the Company's 1996 Annual Report to Stockholders and hereby
revoke(s) any proxy or proxies heretofore given. This proxy may be revoked at
any time before it is exercised.

NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.