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 1326, 2012

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 ~~1 - Registrant’s Business and Operations~~8

~~Item~~Other ~~1.01. Entry into a Material Definitive Agreement.~~Events

OnItem March 13, 2012, Northeast Utilities (NU) and NSTAR jointly announced that they had entered into a comprehensive merger-related agreement with the Attorney General of the State of Connecticut and the Connecticut Office of Consumer Counsel that will guarantee substantial customer and environmental benefits, while allowing the NU-NSTAR merger to proceed8. ~~The agreement covers a variety of matters including a rate credit, a base distribution rate freeze, and the development of a targeted plan to advance Connecticut’s energy goals~~01. In addition, NU agreed to maintain certain business functions and offices in Connecticut for seven years after the closing. The agreement also reflects commitments of NU’s subsidiary, The Connecticut Light and Power Company, with respect to additional spending for distribution system resiliency and recovery of costs associated with restoration activities following 2011 storms.

~~The~~Other ~~agreement in its entirety is subject to the approval of the Connecticut Public Utility Regulatory Authority (PURA)~~Events. ~~The parties have requested an approval date of April 2, 2012.~~

NUOn ~~and~~March ~~NSTAR~~26, 2012, the Connecticut Public Utility Regulatory Authority (“PURA”) issued a ~~joint~~Draft Decision ~~press~~(the ~~release~~“Draft ~~highlighting~~Decision”) in Docket No. 12-01-07, the ~~key~~proceeding ~~provisions~~to consider the joint application for approval of the ~~agreement,~~merger ~~which~~transaction isinvolving ~~attached~~Northeast ~~hereto~~Utilities as(“NU”) ~~Exhibit~~and 99NSTAR.1 The application was originally filed by NU and NSTAR on January 19, 2012.

NUIn ~~and~~the ~~NSTAR~~Draft ~~are~~Decision, ~~awaiting~~PURA ~~approvals~~approved of the ~~pending~~ merger ~~from~~by ~~PURA~~stock ~~and~~exchange ~~the Massachusetts Department~~ of ~~Public~~NU ~~Utilities~~and ~~(DPU). PURA~~NSTAR issubject ~~scheduled~~ to ~~issue~~orders ~~its~~requiring ~~final~~NU ~~decision~~to onsubmit ~~April~~to 2,PURA ~~2012. On February 15~~letters, ~~2012,~~notices NU and ~~NSTAR~~worksheets ~~reached~~detailed ~~comprehensive~~in ~~merger-related~~the ~~settlement~~Draft ~~agreements~~Decision. PURA ~~with~~concluded ~~both~~that ~~the~~NU ~~Massachusetts~~and ~~Attorney~~NSTAR ~~General~~demonstrated ~~and~~that the ~~Massachusetts~~merger ~~Department~~is ofin ~~Energy~~the ~~Resources~~public ~~agreeing~~interest, tofinding ~~certain~~that ~~conditions~~NU ~~with~~will ~~respect~~have to the ~~merger~~financial, ~~which~~technological, ~~are~~and ~~subject~~managerial tosuitability ~~DPU approval~~ and ~~have~~responsibility ~~been~~to ~~requested~~provide byservice; possess the ~~parties~~ability to beprovide ~~approved~~safe, onadequate ~~April~~and 4,reliable ~~2012. If~~service ~~both~~to ~~PURA~~the ~~and~~public through the ~~DPU~~public ~~issue~~service ~~acceptable~~company’s ~~decisions~~plant, byequipment ~~such~~and ~~dates,~~manner weof ~~expect~~operations; ~~the~~and ~~merger~~maintain ~~will~~adequate beand ~~consummated~~local byaccessibility ~~April~~to ~~16,~~management ~~2012~~and operations.

~~For~~In ~~further information regarding~~ the ~~pending~~Draft ~~NU-NSTAR merger~~Decision, ~~please~~PURA ~~refer~~also toapproved the ~~Registration~~settlement ~~Statement~~agreement, ondated ~~Form~~March ~~S-4~~13, 2012 (~~Registration~~the ~~No.~~“CT ~~333-170754~~Settlement”), ~~filed~~entered into by NUand ~~with~~among Northeast Utilities, NSTAR, the ~~Securities~~Attorney ~~and~~General ~~Exchange~~of ~~Commission~~the ~~(SEC)~~State inof ~~connection~~Connecticut ~~with~~and the ~~merger~~State of Connecticut, ~~NSTAR’s~~Office ~~Annual~~of ~~Report~~Consumer onCounsel. PURA ~~Form 10-K~~found ~~for~~that the ~~year~~CT ~~ended~~Settlement ~~December~~is ~~31,~~advantageous ~~2011~~to ~~filed~~customers ~~with~~based ~~the~~on ~~SEC~~a onrate ~~February~~credit 6,of ~~2012,~~$25 million ~~and~~to ~~its~~Connecticut ~~Current~~Light ~~Reports~~& onPower ~~Form~~(“CL&P”) ~~8-K~~customers ~~filed~~and ona ~~February~~CL&P ~~15,~~rate ~~2012~~freeze ~~and~~until ~~March~~December 121, ~~2012~~2014. In addition, PURA noted that the CT Settlement provides the following for Connecticut customers:

~~Item 9.01. Financial Statements and Exhibits~~·

~~(d) Exhibits~~$15 million to fund an energy efficiency program;

Number	Description of Exhibits
10.1	Settlement Agreement, dated March 13, 2012, entered into by and among Northeast Utilities, NSTAR, the Attorney General of the State of Connecticut and the State of Connecticut, Office of Consumer Counsel.
99.1	Joint Press Release of Northeast Utilities and NSTAR, dated March 13, 2012.

~~SIGNATURE~~Development of a micro grid infrastructure;

~~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: March 13, 2012	By:	/s/ R. J. WEAFER, JR.
		Robert J. Weafer, Jr.
		Vice President, Controller
		and Chief Accounting Officer
		(Principal Accounting Officer)

The same levels and types of charitable cash donations and civic commitments;

A lineman apprenticeship program;

Improved storm response;

Establishment of an irrevocable land trust; and

$300 million of spending on additional system resiliency.

Based on the monetary and non-monetary specifics of the CT Settlement, PURA found that the CT Settlement is in the public interest.

A copy of the Draft Decision is available at the following link:

http://www.dpuc.state.ct.us/dockcurr.nsf/8e6fc37a54110e3e852576190052b64d/a615043be9fb82ee852579cd0066509e/$FILE/df120107.doc

NU and NSTAR are awaiting approvals from PURA and the Massachusetts Department of Public Utilities (“DPU”). PURA is scheduled to issue a final decision on April 2, 2012. On February 15, 2012, NU and NSTAR reached comprehensive merger-related settlement agreements with both the Massachusetts Attorney General and the Massachusetts Department of Energy Resources agreeing to certain conditions with respect to the merger, which are subject to DPU approval and have been requested by the parties to be approved on April 4, 2012. If both PURA and the DPU issue acceptable decisions by such dates, NSTAR expects the merger will be consummated by April 16, 2012.

For further information regarding the pending NU-NSTAR merger, please refer to the Registration Statement on Form S-4 (Registration No. 333-170754) filed by NU with the Securities and Exchange Commission (“SEC”) in connection with the merger, NSTAR’s Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC on February 6, 2012, and its Current Reports on Form 8-K filed on February 15, 2012, March 7, 2012, March 12, 2012 and March 14, 2012.

[The remainder of this page left blank intentionally.]

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: March 27, 2012	By:	/s/ R. J. WEAFER, JR.
		Robert J. Weafer, Jr.
		Vice President, Controller
		and Chief Accounting Officer
		(Principal Accounting Officer)

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