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):  April 28, 2005

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[     ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[     ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[     ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[     ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02   Results of Operations and Financial Condition.

On April 28, 2005, NSTAR issued a press release reporting the first quarter 2005 financial results.  A copy of the press release is included as Exhibit 99.1.

Item 5.02   Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b)     On April 28, 2005, Mr. Franklin M. Hundley, age 70, retired from the Board of Trustees, in accordance with the NSTAR trustee retirement policy set forth in the Board of Trustees' Guidelines on Significant Corporate Governance Issues, which requires that trustees who are not employees of NSTAR or who have served as Chief Executive Officer retire from the Board at the Annual Meeting of Shareholders following their seventieth birthday.  In addition to his service on the Board, Mr. Hundley served as a member of the Audit, Finance and Risk Management Committee and the Executive Personnel Committee. 

Item 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a)    On April 28, 2005, as a result of votes taken at NSTAR's 2005 Annual Meeting of Shareholders, Section 28 of NSTAR's Declaration of Trust was amended by increasing the number of NSTAR's authorized Common Shares from 100,000,000 to 200,000,000.  

Item 9.01   Financial Statements and Exhibits.

(c)    Exhibits.

Number	Exhibit
99.1	Press Release dated April 28, 2005
99.2	NSTAR's Condensed Consolidated Statements of Income for the quarters ended March 31, 2005 and 2004, Condensed Consolidated Balance Sheets at March 31, 2005 and December 31, 2004 and energy sales data for the first quarter ended March 31, 2005 and 2004.

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: April 28, 2005	By:	/s/ ROBERT J. WEAFER, JR.
		Robert J. Weafer, Jr.
		Vice President, Controller
		and Chief Accounting Officer

EX-99.1

Exhibit 99.1

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

For Immediate Release                                                                                             April 28, 2005

NSTAR Reports First Quarter Results for 2005

Boston, MA -- NSTAR (NYSE: NST) today reported net income of $46.3 million, or $0.87 and $0.86 per basic and diluted common share, respectively, for the first quarter of 2005, compared to $49.7 million, or $0.94 and $0.93 per basic and diluted common share, respectively, for the same period in 2004.

Chairman, President and Chief Executive Thomas J. May said, "We are encouraged with this quarter's performance given the unusual winter weather conditions that we experienced.  It was the fourth worst winter in terms of snowfall accumulation in the region, which increased operating costs.  Overall temperatures were milder than last year, negatively impacting gas sales."

May added, "During the first quarter, we achieved a significant financing milestone.  On March 1^st, NSTAR issued a total of $674.5 million of state-supported Rate Reduction Bonds.  The proceeds from these bonds were used to make termination payments related to the buyout of certain long-term power contracts, which will save our customers millions of dollars in the future."

One factor that contributed to the decline in earnings for the quarter included a significant increase in operations and maintenance expense due, in part, to costs associated with several winter storms and facilities consolidation.  Lower gas sales, an increase in depreciation and amortization and slightly higher interest costs also contributed to the decrease in earnings for the quarter.  These factors were offset somewhat by higher electric revenue which reflects incentive entitlements for successfully lowering transition charges through the buyout of several power contracts.

Electric sales increased 0.7% for the quarter while gas sales declined 5%.  There were 4.7% fewer heating degree days for the current quarter than during the same period last year.

Management maintains its previous guidance for earnings for the year 2005 at a range of
$3.60 - $3.75 per diluted share.  This guidance assumes a return to more normal weather for the remainder of the year.

Recent Events

At NSTAR's Annual Meeting on April 28, 2005, NSTAR shareholders approved the authorization of an additional 100 million common shares and the Board of Trustees approved the split of NSTAR's common shares on a two-for-one basis.  The record date of the split is May 16, 2005 with a payable date of June 3, 2005.

On March 28, 2005, Standard & Poor's Rating Services affirmed its "A" long-term corporate credit rating on NSTAR and its subsidiaries, Boston Edison Company, Commonwealth Electric Company, Cambridge Electric Light Company and NSTAR Gas Company.  At the same time, Standard & Poor's upgraded the outlook on the companies to positive from stable.

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

Financial Data (in thousands, except per share data)

Three months ended March 31:		2005		2004	% Change
Operating revenues	$	880,045	$	809,908	8.7	%
Net income	$	46,269	$	49,716	(6.9)	%
Earnings per share:
Basic	$	0.87	$	0.94	(7.4)	%
Diluted	$	0.86	$	0.93	(7.5)	%
Weighted average number of shares:
Basic		53,318		53,033	0.5	%
Diluted		53,930		53,483	0.8	%
Dividends declared per common share	$	0.58	$	0.555	4.5	%

Twelve months ended March 31:		2005		2004	% Change
Operating revenues	$	3,024,469	$	2,958,687	2.2	%
Net income	$	185,034	$	188,952	(2.1)	%
Earnings per share:
Basic	$	3.48	$	3.56	(2.2)	%
Diluted	$	3.44	$	3.54	(2.8)	%
Weighted average number of shares:
Basic		53,205		53,033	0.3	%
Diluted		53,735		53,445	0.5	%
Dividends declared per common share	$	2.27	$	2.19	3.7	%

(a) More detailed financial information is included in NSTAR's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, 2005.

Forward-Looking Statements

This earnings release contains management's guidance, which constitutes forward-looking statements.  Such statements involve risk and uncertainties.  These statements are based on the current expectations, estimates, or projections of management. Future performance is likely to vary.  Actual results or outcomes could differ materially as a result of such important factors as further actions by state and federal regulatory bodies setting utility rates, adopting or modifying cost recovery, accounting or rate-setting mechanisms; new laws and regulations, or new interpretations of existing laws and regulations, relating to taxes and other matters; changes in prices of electricity and gas; weather conditions; the ability to expand new businesses; the impacts of various environmental and legal issues and other unforeseen events.  These statements are based on the current expectations, estimates, or projections of NSTAR's management and should not be considered a continuing reaffirmation that our outlook has not changed.  We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.  You are advised, however, to consult any further disclosures we make on related subjects in our reports to the Securities and Exchange Commission.

First Quarter Conference Call

NSTAR is holding a conference call to discuss its first quarter results on Friday, April 29, 2005 at 9:00 a.m. Eastern Time.  The call is being webcast and can be accessed on NSTAR's corporate website- www.nstaronline.com- by clicking on "Investor Relations" and then selecting the webcast icon.  A replay of the call will be archived on NSTAR's corporate website in the Investor Relations section under "Webcast Archives."

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Profile

NSTAR, headquartered in Boston, is an energy delivery company with revenues of approximately $3 billion and assets of $7 billion that serves 1.4 million customers in Massachusetts, including approximately 1.1 million electric distribution customers in 81 communities and 300,000 natural gas distribution 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)		March 31,
		2005			2004
Operating revenues	$	880.1		$	809.9
Operating expenses:
Purchased power, cost of gas and demand
side management		539.7			488.5
Operations and maintenance		120.1			106.4
Depreciation and amortization		74.7			65.5
Taxes		59.4			62.0
Total operating expenses		793.9			722.4
Operating income		86.2			87.5
Other income (expense):
Interest charges		(40.1	)		(38.1	)
Other income, net		0.7			0.8
Preferred dividends of subsidiary		0.5			0.5
Net income	$	46.3 ========		$	49.7 ========

NSTAR

Condensed Consolidated Balance Sheets (Unaudited)

(in millions)		March 31,		December 31,
		2005		2004
Assets
Property, plant and equipment, net	$	3,609.6	$	3,580.0
Investments		74.6		73.0
Current assets		1,102.1		777.7
Regulatory assets and goodwill		2,217.8		2,303.6
Other deferred debits		379.1		382.9
Total assets	$	7,383.2 =======	$	7,117.2 =========
Capitalization and Liabilities
Common equity	$	1,459.4	$	1,440.9
Long-term debt and preferred stock		2,548.1		2,144.4
Current liabilities		1,080.4		961.1
Deferred taxes and unamortized investment tax credits		1,056.2		840.5
Other deferred credits		1,239.1		1,730.3
Total capitalization and liabilities	$	7,383.2 =======	$	7,117.2 =========

NSTAR

Energy Sales - Three Month Periods Ended March 31,

Retail Electric Sales - gWh

			%
	2005	2004	Change
Residential	1,724	1,766	(2.4	)%
Commercial	3,215	3,136	2.5	%
Industrial and other	441	440	0.2	%
Total	5,380 ====	5,342 ====	0.7	%

Firm Gas Sales and Transportation - BBTU

			%
	2005	2004	Change
Residential	10,791	11,690	(7.7	)%
Commercial and other	8,286	8,565	(3.3	)%
Industrial	1,895	1,828	3.7	%
Total	20,972 =====	22,083 =====	(5.0	)%