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):  March 7, 2006

Commission File Number	Registrant, State of Incorporation,     Address and Telephone Number	I.R.S. Employer Identification No.
1-14768	NSTAR	04-3466300
1-2301	Boston Edison Company	04-1278810
	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))

Section 8 - Other Events

Item 8.01    Other Events.

On March 7, 2006, Connecticut Yankee Atomic Power Company (CYAPC) and Bechtel Power Corporation (Bechtel) executed a “Settlement Heads of Agreement” that fully settles a dispute in accordance with the terms that are disclosed on the attached exhibit hereto.  The Settlement Agreement fully, mutually and immediately settles a dispute among those parties.  NSTAR collectively has an equity ownership of 14% in CYAPC, and includes a 9.5% equity ownership interest held by one of NSTAR's rate regulated subsidiaries, Boston Edison Company.  CYAPC and Bechtel had previously commenced litigation in Connecticut Superior Court over CYAPC's termination of Bechtel's contract for the decommissioning of CYAPC's nuclear generating plant.  After CYAPC terminated the contract, responsibility for decommissioning was transitioned to CYAPC.

Bechtel has agreed to pay CYAPC $15 million, and CYAPC will withdraw its termination of the contract for default and deem it terminated by agreement.  NSTAR‘s portion of the settlement proceeds will be returned to its customers through its electric rate-regulated subsidiaries’ transition charge

Section 9 - Financials Statements and Exhibits

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

Number	Exhibit
99.1	Settlement Heads of Agreement, dated March 7, 2006

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

		NSTAR
		Boston Edison Company
		(Registrants)
Date: March 9, 2006	By:	/s/ R. J. WEAFER, JR.
		Robert J. Weafer, Jr.
		Vice President, Controller
		and Chief Accounting Officer

EX-99.1

Exhibit 99.1

SETTLEMENT HEADS OF AGREEMENT

     Whereas, the parties (hereafter "Parties" or "Party") to this SETTELMENT HEADS OF AGREEMENT  (hereafter "Agreement") are Bechtel Power Corporation (hereafter "Bechtel") and Connecticut Yankee Atomic Power Company (hereafter "CY"), and

     Whereas, Bechtel and CY entered a contract and related purchase orders for Decommissioning Services related to CY's atomic power plant at Haddam, Connecticut (hereafter the "Contract"), and

     Whereas, certain disputes between the Parties arose concerning performance or non-performance of the Contract (hereafter the "Disputes"), and

     Whereas, Bechtel filed suit against CY in Connecticut state court and CY filed a counterclaim against Bechtel (Docket No. HHD CV-03-4016131-S X09)(hereafter the "Litigation"), both related to the Disputes, and

     Whereas, Bechtel intervened in CY's rate case filed with the FERC in July, 2004 (Docket No. ER04-981-000)(hereafter the "Rate Case"), and

     Whereas, the Parties have resolved and settled the Disputes at a mediation held February 27, 2006, in San Francisco, California under the auspices of mediator Randall W. Wulff, and

     Whereas, the Parties intend that this Agreement is final as to its terms and shall be immediately binding upon execution, but that it shall be superseded by a more complete settlement agreement and implementing documentation to be agreed between counsel to the Parties within ten (10) days of the date set forth below and then executed and exchanged immediately thereafter at a closing (hereafter the "Closing").

     Now Therefore, the Parties hereby agree as follows:

1.	The Disputes are fully and finally settled in accordance with the terms of this Agreement.
2.	The Litigation shall be terminated by dismissals with prejudice of all claims and counterclaims, each Party to bear its own costs, except the Parties intend that Judge Shortall shall retain jurisdiction to enforce this Agreement at the request of either Party.
3.	Bechtel shall release all liens, garnishments and attachments that it has obtained against CY assets.
4.	Bechtel shall petition the FERC promptly after the Closing to withdraw its intervention in the Rate Case, as well as all pending pleadings in the Rate Case, including its Brief on Exceptions, its Motion to Lodge, and its Motion for Leave to File Answer and Answer.
5.	The Parties shall exchange mutual general releases including releases of CY shareholders and their affiliates in usual Connecticut form.
6.	Bechtel shall pay CY the sum of fifteen million ($15,000,000) by delivery of a check against good funds at the Closing.
7.	CY shall withdraw its termination of the Contract for default, and the Contract shall be deemed terminated by agreement.
8.	The Parties hereby release mediator Randall W. Wulff from his confidentiality commitment for the limited purpose of enabling him to testify at the request of either Party in any action involving interpretation or enforcement of this Agreement.
9.	Except to the extent that the Parties and Parties' shareholders and affiliates determine that they need to disclose the Agreement due to regulatory and legal requirements, the Parties nevertheless agree to the greatest possible confidentiality and will forego press or other public releases of this Agreement and avoid future disparagement of each other, it being understood that CY and CY's shareholders and affiliates may disclose the Agreement in connection with any FERC proceeding involving the application of the sum paid pursuant to paragraph 6 and Bechtel and Bechtel's shareholders and affiliates may disclose paragraph 7 of the Agreement in connection with its commercial affairs.

Executed   this 7^th day of March 2006.

Connecticut Yankee Atomic Power Company	Bechtel Power Corporation
By  /s/ PETER M. D'AMBROSIO	By  /s/ J. B. GROVE III
Peter D'Ambrosio, Counsel	Jesse B. Grove III, Counsel