8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 22, 2004

Commission File Number	Registrant, State of Incorporation,     Address and Telephone Number	I.R.S. Employer Identification No.
1-14768	NSTAR	04-3466300
	800 Boylston Street
	Boston, Massachusetts 02199
	Telephone (617) 424-2000

Item 7.  Financial Statements and Exhibits

(c) Exhibits.

Furnished herewith as Exhibit 99.1 is NSTAR’s press release reporting the second quarter of 2004 financial results.

Filed herewith as Exhibit 99.2 are NSTAR’s Condensed Consolidated Statements of Income for the quarters ended June 30, 2004 and 2003, Condensed Consolidated Balance Sheets at June 30, 2004 and December 31, 2003 and second quarter energy sales data.

Item 12.  Results of Operations and Financial Condition

On July 22, 2004, NSTAR issued a press release reporting its second quarter 2004 financial results.  The press release is included as Exhibit 99.1.

The information in this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		NSTAR
		(Registrant)
Date: July 22, 2004	By:	/s/ R. J. WEAFER, JR.
		Robert J. Weafer, Jr.
		Vice President, Controller
		and Chief Accounting Officer

EX-99.1

Exhibit 99.1

Contact:
Name:  Phil Lembo or John Gavin
Phone:  (781) 441-8338

For Immediate Release                                                                              July 22, 2004

NSTAR Reports Second Quarter Results for 2004

Boston, MA -- NSTAR (NYSE: NST) today reported net income of $37.5 million, or $0.71 and $0.70 per basic and diluted common share, respectively, for the second quarter of 2004, compared to $39.2 million, or $0.74 and $0.73 per basic and diluted share, respectively, for the same period in 2003. 

Despite higher electric sales and revenues, earnings for the second quarter were lower than last year.  Factors that offset the positive impact of the higher electric revenues for the quarter included an increase in depreciation associated with electric system investments, an increase in property and other taxes, and a decline in firm gas sales reflecting milder weather during the period. 

Electric sales increased by 5.6%, reflecting the abnormally mild weather conditions during the second quarter of 2003.  Cooling degree days for the second quarter of last year were approximately 45% below normal while cooling degree days for the second quarter of 2004 exceeded last year’s total by approximately 35%. 

Chairman, President and Chief Executive Officer Thomas J. May said, “We continue to perform well financially, but just as important is our performance from an operational perspective.  In each of the last two years, we have attained very positive results regarding our service quality measures and our focus in 2004 is to continue this record of excellent operating performance.”  May added, we are continuing to pursue various licensing and siting approvals related to our proposed 345 KV transmission line and we expect to begin construction of this important project later this year.  This project will ultimately bring 1,800 megawatts into the heart of our service area and, in the process, dramatically enhance reliability. 

Management maintains its previous guidance for earnings for the year 2004 at a range of $3.45 - $3.55 per diluted share. 

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Comparative unaudited results for the second quarter and twelve-month periods were as follows (a):

Financial Data (in thousands, except per share data)

Three months ended June 30:		2004		2003	% Change
Operating revenues	$	649,787	$	647,029	0.4	%
Net income	$	37,525	$	39,154	(4.2	)%
Earnings per share:
Basic	$	0.71	$	0.74	(4.1	)%
Diluted	$	0.70	$	0.73	(4.1	)%
Weighted average number of shares:
Basic		53,085		53,033	0.1	%
Diluted		53,583		53,404	0.3	%
Dividends declared per common share	$	0.555	$	0.54	2.8	%

Twelve months ended June 30:		2004		2003(b)	% Change
Operating revenues	$	2,961,445	$	2,802,849	5.7	%
Net income	$	187,323	$	203,695	(8.0	)%
Earnings per share:
Basic	$	3.53	$	3.84	(8.1	)%
Diluted	$	3.50	$	3.82	(8.4	)%
Weighted average number of shares:
Basic		53,045		53,033	-
Diluted		53,469		53,321	0.3	%
Dividends declared per common share	$	2.205	$	2.15	2.6	%

(a) More detailed financial information is included in NSTAR’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 22, 2004.

(b) Results for the twelve-month period ended June 30, 2003 include a net tax benefit of $9.9 million, or $0.19 per basic share, that reflects the recognition of tax benefits of $19.6 million, or $0.37 per basic share, recorded in the fourth quarter of 2002, related to NSTAR’s investment in RCN Corporation (RCN) offset, in part, by an impairment charge of $9.7 million, or $0.18 per share, associated with the RCN investment.

Forward-Looking Statements

This earnings release contains management’s guidance which constitutes forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934.  These statements are based on the current expectations, estimates or projections of management and are not guarantees of future performance.  Actual results could differ materially from these statements. 

Examples of some important factors that could cause our actual results or outcomes to differ materially from those discussed in the forward-looking statements include, but are not limited to, the following: impact of continued cost control procedures on operating results; weather conditions; changes in tax laws, regulations and rates; financial market conditions; prices and availability of operating supplies; prevailing governmental policies and regulatory actions (including those of the Massachusetts Department of Telecommunications and Energy and Federal Energy Regulatory Commission) with respect to allowed rates of return, rate structure, continued recovery of regulatory assets, financings, purchased power, acquisition and disposition of assets, operation and construction of facilities, changes in tax laws and policies and changes in, and compliance with, environmental and safety laws and policies; new governmental regulations or changes to existing regulations that impose additional operating

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requirements or liabilities; changes in specific hazardous waste site conditions and the specific cleanup technology; changes in available information and circumstances regarding legal issues and the resulting impact on our estimated litigation costs; future economic conditions in the regional and national markets; ability to maintain current credit ratings; and the impact of terrorist acts.

Any forward-looking statement speaks only as of the date of this earnings release and NSTAR undertakes no obligation to publicly update forward-looking statements.  Other factors in addition to those listed here could also adversely affect NSTAR.

Profile

NSTAR, headquartered in Boston, is an energy delivery company with revenues of approximately

$3 billion and assets of $6 billion that serves 1.4 million customers in Massachusetts, including approximately 1.1 million electric customers in 81 communities and 300,000 gas customers in 51 communities.  NSTAR also conducts non-utility, unregulated operations.  For more information, go to www.nstaronline.com.

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EX-99.2

Exhibit 99.2

NSTAR

Condensed Consolidated Statements of Income (Unaudited)

		Three Months Ended
(in millions)		June 30,
		2004			2003
Operating revenues	$	649.8		$	647.0
Operating expenses:
Purchased power, cost of gas and demand
side management		362.3			364.7
Operations and maintenance		103.2			105.0
Depreciation and amortization		61.1			57.4
Taxes		49.8			46.6
Total operating expenses		576.4			573.7
Operating income		73.4			73.3
Other income (expense):
Interest charges		(38.3	)		(39.6	)
Other income, net		2.9			6.0
Preferred dividends of subsidiary		0.5			0.5
Net income	$	37.5		$	39.2

NSTAR

Condensed Consolidated Balance Sheets (Unaudited)

(in millions)		June 30,		December 31,
		2004		2003
Assets
Property, plant and equipment, net	$	3,459.6	$	3,376.7
Investments		72.2		68.9
Current assets		532.6		501.0
Regulatory assets and goodwill		2,190.5		2,294.2
Other deferred debits		79.1		79.9
Total assets	$	6,334.0	$	6,320.7
Capitalization and Liabilities
Common equity	$	1,388.2	$	1,361.6
Long-term debt and preferred stock		2,286.8		2,025.5
Current liabilities		732.0		939.9
Deferred taxes and unamortized investment tax credits		785.2		765.5
Regulatory liability - cost of removal		255.3		223.1
Other deferred credits		886.5		1,005.1
Total capitalization and liabilities	$	6,334.0	$	6,320.7

NSTAR

Energy Sales - Three Month Periods Ended June 30,

Retail Electric Sales - gWh

			%
	2004	2003	Change
Residential	1,480	1,396	6.0	%
Commercial	3,098	2,923	6.0	%
Industrial and other	457	448	2.0	%
Total	5,035	4,767	5.6	%

Firm Gas Sales and Transportation - BBTU

			%
	2004	2003	Change
Residential	2,441	3,422	(28.7	)%
Commercial	2,448	2,985	(18.0	)%
Industrial and other	2,002	1,845	8.5	%
Total	6,891	8,252	(16.5	)%