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