SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

NOLAN JOSEPH R JR

(Last)

(First)

(Middle)

NSTAR

800 BOYLSTON STREET

(Street)

BOSTON

02199

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NSTAR/MA [ NST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP-Cust & Corp Rel

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares Awards	04/27/2006		A		7,500	A	$27.73	55,482.01⁽¹⁾	I	Deferred Compensation Trust
Common Shares								1,346⁽²⁾	I	By Broker
NSTAR 401(k) Common Shares								7,114⁽³⁾	I	By 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Purchase Common Shares	$27.73	04/27/2006		A		35,000⁽⁴⁾		04/27/2009	04/27/2016	Common Shares	35,000	$0	35,000	D
Option to Purchase Common Shares	$21.6							04/30/2006	04/30/2013	Common Shares	12,000		12,000	D
Option to Purchase Common Shares	$24.2							04/28/2007	04/28/2014	Common Shares	24,000		24,000	D
Option to Purchase Common Shares	$29.6							06/09/2008	06/09/2015	Common Shares	34,000		34,000	D

Explanation of Responses:

1. This share total includes: (1) 27,982 fully vested shares and shares accumulated through the dividend reinvestment plan (2) 5,000 Deferred Common Shares awarded on 4/30/03 which vest as follows: one-third on 4/30/04, one-third on 4/30/05 and one-third on 4/30/06; (3) 5,000 Deferred Common Shares awarded on 4/28/04 which vest as follows: one-third on 4/28/05, one-third on 4/28/06 and one-third on 4/28/07; (4) 10,000 Deferred Common Shares awarded on 6/9/05 which vest as follows: one-third on 6/9/06, one-third on 6/9/07 and one-third on 6/9/08; and (5) 7,500 Deferred Common Shares awarded on 4/27/06 which vest as follows: one-third on 4/27/07, one-third on 4/27/08 and one-third on 4/27/09

2. Elected not to defer portion of deferred common share award once vested, transferred to broker

3. Shares acquired through NSTAR 401(k) Plan and through dividend reinvestment

4. Of the Award of 35,000 options at the conversion price of $27.73, the award vests one-third on each of 4/27/07; 4/27/08; and 4/27/09

Remarks:

	By: Richard J. Morrison - Attorney-in-Fact	05/01/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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