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)

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 Relations

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2008

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 Share Awards	01/24/2008		A		3,500⁽¹⁾	A	$32.45	52,224⁽¹⁾	I	Deferred Compensation Trust
NSTAR 401k Common Shares								7,903⁽²⁾	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	$32.45	01/24/2008		A		15,000⁽³⁾		01/24/2011	01/24/2018	Common Shares	15,000	$32.45	15,000⁽³⁾	D
Option to Purchase Common Shares	$29.6							06/09/2008	06/09/2015	Common Shares	22,667		22,667	D
Option to Purchase Common Shares	$27.73							04/27/2009	04/27/2016	Common Shares	23,334		23,334	D
Option to Purchase Common Shares	$36.89							05/03/2010	05/03/2017	Common Shares	20,000		20,000	D

Explanation of Responses:

1. Total includes (1) 34,391 fully vested shares and shares accumulated through the dividend reinvestment plan (2) 10,000 Deferred Common Shares awarded on 6/9/05 which vest one-third each on 6/9/06, 6/9/07 and 6/9/08 (3) 7,500 Deferred Common Shares awarded on 4/27/06 which vest one-third each on 4/27/07, 4/27/08 and 4/27/09 (4) 6,000 Deferred Common Shares awarded on 5/3/07 which vest one-third each on 5/3/08, 5/3/09 and 5/3/10 and (5) 3,500 Deferred Common Shares awarded on 1/24/08 which vest one-third each on 1/24/09, 1/24/10 and 1/24/11

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

3. Of the Award of 15,000 options at the conversion price of $32.45, the award vests one-third each on 1/24/09, 1/24/10 and 1/24/11

Remarks:

	Richard J. Morrison - Attorney in Fact for Joseph R. Nolan, Jr.	01/25/2008
	** 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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