8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

NSTAR

(Exact name of registrant as specified in its charter)

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 30, 2009

	Registrant, Address and Telephone Number
	NSTAR
	800 Boylston Street
	Boston, Massachusetts 02199
	Telephone (617) 424-2000
Commission File Number	State of Incorporation	I.R.S. Employer Identification No.
001-14768	Massachusetts	04-3466300

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 30, 2009, NSTAR issued an earnings release reporting unaudited financial results for the first quarter ended March 31, 2009.  The earnings release is attached hereto as Exhibit 99.1.

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

On April 30, 2009, upon shareholder approval obtained at the Annual Meeting of Shareholders held April 30, 2009, NSTAR amended its Declaration of Trust to provide that future trustee nominees in uncontested elections for trustee will be required to receive a majority of the votes cast.  The complete text of NSTAR’s Certificate of Amendment to Declaration of Trust is filed herewith as Exhibit 3.1.1 and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits

(d)  Exhibits

Number	Description of Exhibit
3.1.1	NSTAR Certificate of Amendment to Declaration of Trust, dated April 30, 2009
99.1	Earnings Release dated April 30, 2009 and issued by the Registrant entitled “NSTAR Reports First Quarter Results for 2009”

The information in this Form 8-K and Exhibit 99.1 attached hereto is being “furnished” and 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 30, 2009	By:	/s/ R. J. WEAFER, JR.
		Robert J. Weafer, Jr.
		Vice President, Controller
		and Chief Accounting Officer

EX-3.1.1

Exhibit 3.1.1

NSTAR

CERTIFICATE OF AMENDMENT

TO

DECLARATION OF TRUST

APRIL 30, 2009

The undersigned, being the majority of the Board of Trustees for the time being of NSTAR, established by a Declaration of Trust dated April 20, 1999, as amended April 28, 2005, do hereby certify that, by vote of the majority of Shareholders of the Company adopted on April 30, 2009, said Declaration has been amended as follows:

Section 52 of the Company’s Declaration of Trust be and hereby is amended to read as follows in its entirety:

"52.  Requisite Vote to Act.  A nominee for Trustee shall be elected as a Trustee if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election; provided, however, that Trustees shall be elected by a plurality of the votes cast at any meeting of Shareholders for which (i) the clerk of the Company receives a notice that a Shareholder has nominated a person for election as a Trustee in compliance with the advance notice requirements for Shareholder nominees for Trustee set forth in the Bylaws of the Company and (ii) such nomination has not been withdrawn by such Shareholder on or prior to the day next preceding the date the Company first mails its notice of meeting for such meeting to the Shareholders.  Except as otherwise herein provided, when a quorum is present at any meeting, a majority of the shares represented at the meeting and entitled to vote upon any question (other than the election of trustees) properly brought before the meeting shall decide such question.  Provisions hereunder for a majority vote of Shareholders at a meeting mean a vote of the holders of a majority of those shares entitled to vote thereon which are represented in person or by proxy at such meeting."

The undersigned Trustees further certify that the aforesaid amendment has been effected with the consent on April 30, 2009 of the required vote of the majority of the Shareholders of NSTAR, pursuant to the provisions of Section 58 of said Declaration of Trust.

The undersigned Trustees further certify that the Amended Declaration of Trust attached hereto and incorporated herein as Exhibit A is a true copy of said Amended Declaration of Trust, including the amendment certified herein, through the date of hereof.

IN WITNESS WHEREOF, the majority of the Trustees under said Declaration of Trust do hereto execute this instrument as of the 30^th day of April, 2009.

/s/  GARY L. COUNTRYMAN_

/s/  THOMAS J. MAY__________

Gary L. Countryman

Thomas J. May

/s/  DANIEL DENNIS________

/s/  SHERRY H. PENNEY_______

Daniel Dennis

Sherry H. Penney

/s/  THOMAS G. DIGNAN, JR.

/s/  WILLIAM C. VAN FAASEN _

Thomas G. Dignan, Jr.

William C. Van Faasen

/s/  MATINA S. HORNER____

/s/  GERALD L. WILSON__ ____

Matina S. Horner

Gerald L. Wilson

/s/   PAUL A. LA CAMERA__

Paul A. La Camera

EX-99.1

Exhibit 99.1

Contact:

Name:  Philip Lembo or John Gavin

Phone:  (781) 441-8338

For Immediate Release                                                                                            April 30, 2009

NSTAR Reports First Quarter Results for 2009

Boston, MA -- NSTAR (NYSE: NST) today reported earnings of $61 million, or $0.57 per common share, for the first quarter of 2009, compared to $59.2 million, or $0.55 per share reported for the same period in 2008.  

Chairman, President and Chief Executive Officer Thomas J. May said, “Although we expect 2009 to present some challenges, we will not waver from our ongoing commitment to provide our customers with the high-quality service that they deserve and have come to expect.  I am pleased to report that our service quality performance was the best in Massachusetts in 2008, and for the first quarter of this year was again very strong.”

May added, “Recently we announced plans to increase our investment in energy efficiency programs and to launch a Smart Grid pilot program that will use technology already in place in most homes.  We will provide customers with the real-time information, including prices, they need to reduce energy usage by utilizing advanced technology to pair our existing automated meter reading equipment with a customer’s internet service, providing a two-way communication to our customers’ homes that helps them manage energy usage while keeping costs down.”

Earnings per share for the first quarter of 2009 increased by 2 cents, or 3.6%, compared to the same period in 2008.  Positive factors in the quarter included a decline in O&M costs, higher electric transmission and distribution revenues and a 3% increase in gas sales.  The impact of these factors was offset somewhat by increases in depreciation and property taxes.  Also, electric sales for the first quarter were down 2.2% but more than half of this decline was attributable to the fact that the first quarter of 2008 included an extra day as 2008 was a leap year.  

The company is maintaining its 2009 earnings guidance of between $2.33 and $2.43 per share.

First Quarter Conference Call

NSTAR is holding a conference call to discuss its first quarter 2009 financial results on Friday, May 1, 2009 at 9:00 a.m. (Eastern Time).  The call is being webcast and can be accessed on NSTAR’s corporate website – www.nstar.com – by selecting “Investor Relations” then “Webcast.”  A replay of the call will be archived on our website in the Investor Relations section under “Financial Information” and then “Webcast Archives.”   

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

Financial Data (in thousands, except per share data)

Three months ended March 31:		2009		2008	%  Change
Operating revenues	$	947,789	$	895,581	5.8	%
Net income	$	61,036	$	59,236	3.0	%
Earnings per basic and diluted share	$	0.57	$	0.55	3.6	%
Weighted average number of shares:
Basic		106,808		106,808	-	%
Diluted		107,016		107,008	-	%
Dividends paid per common share	$	0.375	$	0.35	7.1	%
Twelve Months ended March 31:		2009		2008	% Change
Operating revenues	$	3,397,595	$	3,172,987	7.1	%
Net income	$	239,347	$	232,931	2.8	%
Earnings per basic and diluted share Weighted average number of shares:	$	2.24	$	2.18	2.8	%
Basic		106,808		106,808	-	%
Diluted		107,044		107,087	(0.1)	%
Dividends paid per common share	$	1.425	$	1.325	7.5	%

More detailed financial information will be provided in NSTAR’s Quarterly Report on Form 10-Q that is expected to be filed with the Securities and Exchange Commission on or about May 4, 2009.

Profile

NSTAR, headquartered in Boston, is an energy delivery company with revenues of approximately $3.4 billion and assets of $8.2 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.nstar.com.

NSTAR’s common shares trade on the New York Stock Exchange (NYSE).  In accordance with Securities and Exchange Commission’s regulations, NSTAR formally announces the voluntary removal of its common shares from the Boston Stock Exchange (BSE) on or about May 11, 2009.  This action was a result of the BSE’s decision to discontinue its program for listing and trading equities.  

Forward-Looking Statements

This earnings release may contain 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: adverse financial market conditions including changes in interest rates and the availability and cost of capital; future economic conditions in global markets; changes to prevailing local, state and federal governmental policies and regulatory actions (including those of the Massachusetts Department of Public Utilities and the Federal Energy Regulatory Commission) with respect to allowed rates of return, rate structure, continued recovery of regulatory assets and energy costs, financings, municipalization 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 im pose additional operating

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requirements or liabilities; changes in available information and circumstances regarding legal issues and the resulting impact on our estimated litigation costs; weather conditions that directly influence the demand for electricity and natural gas; impact of continued cost control processes on operating results; ability to maintain current credit ratings; impact of uninsured losses; impact of adverse union contract negotiations; damage from major storms; impact of conservation measures and self-generation by our customers; changes in financial accounting and reporting standards; changes in hazardous waste site conditions and the cleanup technology; prices and availability of operating supplies; impact of terrorist acts; and impact of service quality performance measures.

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.  You are advised, however, to consult any further disclosures we make in our filings to the Securities and Exchange Commission.

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