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):  December 1, 2011  

NSTAR

(Exact name of registrant as specified in its charter)

Massachusetts	001-14768		04-3466300
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S.  Employer Identification Number)
800 Boylston Street, Boston, Massachusetts		02199
(Address of principal executive offices)		(Zip Code)

                            (617) 424-2000                          

(Registrant's telephone number, including area code)

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:
[ X ]	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))

Section 8   Other Events

Item 8.01   Other Events.

On December 1, 2011, NSTAR (NYSE:NST) issued a news release announcing that its Board of Trustees has declared a pro rata dividend on its Common Shares in anticipation of completing its pending merger with Northeast Utilities. Additional information is contained in the news release attached hereto as Exhibit 99.1.

Section 9   Financial Statements and Exhibits

Item 9.01   Financial Statements and Exhibits.

(d)  Exhibits

Exhibit Number	Description
99.1	News Release dated December 1, 2011 and issued by the Registrant entitled “NSTAR Announces Pro Rata Dividend Plan in Preparation for Completing Merger with Northeast Utilities”

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: December 1, 2011	By:	/s/ R. J. WEAFER, JR.
		Robert J. Weafer, Jr.
		Vice President, Controller
		and Chief Accounting Officer
		(Principal Accounting Officer)

EX-99

Exhibit 99.1

NEWS RELEASE

Contact:

John Moreira or John Gavin

(781) 441-8338

Email: ir@nstar.com

FOR IMMEDIATE RELEASE

NSTAR Announces Pro Rata Dividend Plan in Preparation

 for Completing Merger with Northeast Utilities

Boston, MA – December 1, 2011 – NSTAR (NYSE:NST) announced today, in anticipation of completing its pending merger with Northeast Utilities, that its Board of Trustees has declared a pro rata dividend of $0.004722 per common share per day for the period from October 22, 2011, the day after the last record date, through and including December 20, 2011.  The record date for the pro rata dividend will be the earlier of the day before the closing date of the merger or December 20, 2011.  The daily dividend rate is equivalent to the most recent quarterly dividend rate of $0.425 per common share, and would total $0.28332 per share if the merger does not close on or prior to December 20, 2011.  If the merger closes prior to December 20, 2011, the pro rata dividend amount will be based on the daily rate from October 22, 2011 through and including the closing date of the merger.  The pro rata dividend will be paid within 20 days after the record date.  

In order to synchronize the NSTAR dividend payment schedule to the Northeast Utilities payment schedule, NSTAR intends to change the schedule for its regular quarterly common dividend payments.  Future common dividends, when declared, are expected to be paid on the last business day of March, June, September and December.

Profile

NSTAR, headquartered in Boston, is an energy delivery company with annual revenues of approximately $3 billion and assets of $8 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.  

On October 18, 2010, NSTAR announced a stock-for-stock merger-of-equals transaction with Northeast Utilities.  In March 2011, NSTAR and Northeast Utilities shareholders voted to approve the merger.  The merger transaction requires various state and federal regulatory approvals and is expected to be completed in December or early 2012.  For more information, go to www.nstar.com.