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* MANNING TIMOTHY R (Last) (First) (Middle) 800 BOYLSTON STREET (Street) BOSTON MA 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- HUMAN RESOURCES
	3. Date of Earliest Transaction (Month/Day/Year) 07/31/2006
	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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	07/31/2006		M		12,000	A	$21.6	12,000	D
Common Shares	07/31/2006		M		12,000	A	$24.205	24,000	D
Common Shares	07/31/2006		M		9,333	A	$29.6	33,333	D
Common Shares	07/31/2006		S		2,100	D	$31.2	31,233	D
Common Shares	07/31/2006		S		1,600	D	$31.19	29,633	D
Common Shares	07/31/2006		S		3,433	D	$31.18	26,200	D
Common Shares	07/31/2006		S		4,500	D	$31.17	21,700	D
Common Shares	07/31/2006		S		5,300	D	$31.16	16,400	D
Common Shares	07/31/2006		S		5,800	D	$31.15	10,600	D
Common Shares	07/31/2006		S		10,400	D	$31.14	200	D
Common Shares	07/31/2006		S		200	D	$31.13	0	D
Common Shares								865(1)	D
NSTAR 401(k) Common Shares								3,802(2)	I	By 401(k)
Common Shares Awards								39,773(3)	I	Deferred Compensation Trust

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Purchase Common Shares	$21.6	07/31/2006		M			12,000	04/30/2006	04/30/2013	Common Shares	12,000	$21.6	0	D
Option to Purchase Common Shares	$24.205	07/31/2006		M			12,000	04/28/2007	04/28/2014	Common Shares	12,000	$24.205	12,000	D
Option to Purchase Common Shares	$29.6	07/31/2006		M			9,333	06/09/2008	06/09/2015	Common Shares	9,333	$29.6	18,667	D
Option to Purchase Common Shares	$27.73							04/27/2009	04/27/2016	Common Shares	25,000		25,000	D

Explanation of Responses:

1. Shares acquired through NSTAR's Dividend Reinvestment Plan

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

3. This share total includes: (1) 20,773 fully vested shares and shares accumulated through the dividend reinvestment plan (2) 3,000 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) 3,000 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) 7,000 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) 6,000 Deferred Common Shares which vest as follows: one-third on 4/27/07, one-third on 4/27/08 and one-third on 4/27/09

	/s/ Richard J. Morrison, Attorney-in-Fact of the Reporting Person	08/01/2006
	** 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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