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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

WEAFER ROBERT J 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)
	VP Controller and CAO

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2005

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	08/01/2005		S		12,500⁽¹⁾	D	$30.08	19,792.67	I	Deferred Compensation Trust
Options	08/01/2005		M		4,667	A	$22.66	4,667	D
Options	08/01/2005		S		4,667⁽²⁾	D	$30.03⁽³⁾	0.00	D
Options	08/01/2005		M		6,000	A	$21.6	6,000	D
Options	08/01/2005		S		6,000⁽⁴⁾	D	$30.03⁽³⁾	0.00	D

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	$45.33⁽⁵⁾	08/01/2005		M			4,667	04/24/2005	04/24/2012	Common Shares	4,667	$45.33⁽⁵⁾	0.00	D
Option to Purchase Common Shares	$43.2⁽⁶⁾	08/01/2005		M			6,000	04/30/2006	04/30/2013	Common Shares	6,000	$43.2⁽⁶⁾	6,000	D

Explanation of Responses:

1. This share total includes: (1) Fully vested shares and shares accumulated through the dividend reinvestment plan (2) 1,500 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) 1,500 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; and (4) 3,400 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

2. Option Exercise and sale of shares. Options vested one-third each on 4/24/03, 4/24/04 and 4/24/05

3. Average Price of Sale

4. Option Exercise and sale of shares. Options vest one-third each on 4/30/04, 4/30/05 and 4/30/06

5. As a result of the Company's two-for-one stock split, the conversion price as of 6/3/05 is $22.6650

6. As a result of the Company's two-for-one stock split, the conversion price as of 6/3/05 is $21.60

Remarks:

	By: Richard J. Morrison - Attorney-in-Fact	08/03/2005
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.