SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Carmody Christine M

(Last)

(First)

(Middle)

800 BOYLSTON STREET

(Street)

BOSTON

02199

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2008

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP - Human Resources

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Share Awards	3,718⁽¹⁾	I	Deferred Compensation Trust
NSTAR 401(k) Common Shares	2,287	I	By 401(k)
Common Shares	3,188	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option to Purchase Common Shares	05/03/2010	05/03/2017	Common Shares	7,500⁽²⁾	$36.89	D
Option to Purchase Common Shares	01/24/2011	01/24/2018	Common Shares	5,000⁽³⁾	$32.45	D

Explanation of Responses:

1. Total includes 718 fully vested shares and shares accumulated through the dividend reinvestment plan and 3,000 unvested shares

2. Of the Award of 7,500 options at the conversion price of $32.89, the award vests one-third each on 5/3/08, 5/3/09 and 5/3/10

3. Of the Award of 5,000 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 Christine M. Carmody	08/07/2008
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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