Company Name: NSTAR
Public Availability Date: January 4, 2005

Document Sections:

INQUIRY LETTER
APPENDIX
STAFF REPLY LETTER

[INQUIRY LETTER]

December 7, 2004

U.S. Securities and Exchange Commission
Division of Corporate Finance
Office of Chief Counsel
450 Fifth Street, N.W.
Washington, D.C. 20549

RE: NSTAR Shareholder Proposal of Mr. John Jennings Crapo

To Whom It May Concern:

On behalf of NSTAR ("NSTAR" or the "Company"), a Massachusetts voluntary association (known as a Massachusetts Business Trust), and pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, I respectfully request that the Staff of the Division of Corporate Finance (the "Staff") concur with the Company's view that, for the reasons stated below, the shareholder proposal (the "Proposal") and supporting statement submitted by John Jennings Crapo (the "Proponent") may be properly omitted from the proxy materials distributed in connection with NSTAR's 2005 Annual Meeting of Shareholders.

I hereby enclose the following items for filing in compliance with Rule 14a-8(j)(2): six copies of this letter detailing the reasons why NSTAR believes that it may properly exclude both the Proposal and supporting statement submitted by the Proponent, John Jennings Crapo, and six copies of the referenced Proposal and supporting statement submitted by the Proponent on September 9, 2004 for inclusion in the Company's proxy statement for its 2005 annual shareholder meeting. NSTAR is simultaneously providing the Proponent with a copy of this letter to inform him of the Company's intent to exclude his Proposal from the proxy materials for its 2005 Annual Meeting. The Company's 2005 Annual Meeting of Shareholders is scheduled to take place on or about April 28, 2005. The Company expects to file definitive proxy solicitation materials for the Annual Meeting with the Securities and Exchange Commission (the "Commission") on or about March 25, 2005.

The Proponent requests that the Company publish in its proxy statement, for each member of the Board of Trustees, the number of shares of stock, bonds and "other such property" held by the trustee, the name of the company in which such investments are held, the industry in which such companies engage, and how each trustee voted such investments. Specifically, the Proposal states:

"My shareholder proposal

We shareholders meeting for the purpose of an assembled meeting of shareholder and proxies of NSTAR do solemnly request our Board of Trustees ("Directors") to take the following action

Publish on Nstar's proxy statement annually how each Trustee ballots his/her own shares of stock ownership, bonds OWN-ership and others sum propertyidentifies concerning each company, the number of shares, the purchase of each company the number of shares, the purchase of the Company and the industry of which each company is a member OF

The information shall be confirmed by the checking of US Internal Revenue Service tax returnsnot just for now but since the calendar year starting nineteen hundred eighty, state tax returns and similar reports shall be checked our intent is this complete, examination shall be completely reported to US annually" (sic)

A copy of the full text of the Proposal and Supporting Statement is attached hereto as Exhibit A.

The Company requests that the Staff concur with the Company's view that (i) the Proposal deals with matters relating to the conduct of ordinary business operations of the Company, and/or (ii) the Proposal relates to operations which account for less than 5 percent of the Company's total assets at the end of its most recent fiscal year, and for less than 5 percent of its net earnings and gross sales for its most recent fiscal year, and is not otherwise significantly related to the Company's business and/or (iii) the Company lacks the power or authority to implement the Proposal, and therefore the Proposal may be omitted from the Company's proxy materials pursuant to Rule 14a-8(i)(5), (6) and/or (7).

I. The Proposal relates to the Company's ordinary business operations and, therefore may be omitted from the Company's Proxy Materials pursuant to Rule 14a-8(i)(7).

The Company believes that it may properly exclude the Proposal and Supporting Statement from its proxy materials pursuant to Rule 14a-8(i)(7) of the Securities Exchange Act of 1934. The Proposal seeks a report in the Company's proxy statement identifying each trustee's personal investment portfolio and how each individual trustee voted his/her personal investments over the past year. The Proposal calls for the publication of highly personal information relating to each trustee that is completely unrelated to the Company's business or the trustee's business experience and is inappropriate for public disclosure.

Rule 14a-8(i)(7) permits the exclusion from the Company's proxy materials of shareholder proposals relating to "its ordinary business operations." The Staff has previously indicated that a proposal that would require all candidates for election to the board of directors to list all of their beneficial ownerships of stocks in other business enterprises as well as partnerships and solely-owned businesses was properly excludable under Rule 14a-8(7). See Chittenden Corporation (March 10, 1987). The Staff recognized that decisions regarding the disclosure of such biographical information not required by law is a matter relating to the conduct of a company's ordinary business operations and may thus properly be omitted from a company's proxy materials under Rule 14a-8(c)(7). The current Proposal goes well beyond the proposal excluded in the Chittenden letter, requesting not only an identification of each trustee's personal investment portfolio, but also how each trustee voted such securities.

Securities Exchange Commission and New York Stock Exchange rules and regulations specify information that a company must disclose to its shareholders in its proxy materials. These rules and regulations require the disclosure of a significant amount of information about directors that is clearly relevant to a shareholder decision to vote for or against such directors. To the extent that these rules do not require the disclosure of specific information, the applicable rulemaking bodies have determined that either i) disclosure of additional information is best left to the discretion of the board as part of its ordinary business operations; or ii) a compelling reason (e.g. confidentiality) warrants its exclusion. Disclosure of highly personal information about directors that is completely unrelated to the company's operations, such as the information requested by the Proposal, is exactly the type of information the regulatory agencies have determined is best left to the discretion of the board or warrants omission. In other words, these bodies have effectively placed such decisions, including the subject matter of the Proposal, within the Company's ordinary business operations.

In general, proposals requesting reports or studies may also be omitted from the Company's proxy materials if the subject of the requested report or study covers a matter related to the Company's ordinary business operations. See Exchange Act Release No. 34-20091 (August 16, 1983) ("Henceforth, the staff will consider whether the subject matter of the special report or the committee involves a matter of ordinary business; where it does, the proposal will be excludable under Rule 14a-8(c)(7)"). Rule 14a-8(c)(7) is the predecessor of current Rule 14a-8(i)(7). For example, in a number of situations, the Staff has not objected to the omission of proposals requesting reports of all votes taken by a board of directors and its committees on the basis that the proposal relates to the company's ordinary business operations. See e.g., McKessen Corp (April 1, 2004) and Time Warner Inc. (February 13, 2004). These proposals, at least, requested information relating to the company (albeit, relating to its ordinary business operations). The current Proposal does not seek information even remotely relating to the Company or any aspect of its operations.

The Company recognizes that, when applying the ordinary business operations exclusion, the Staff will consider whether the proposal in question raises significant "social policy issues." See Exchange Act Release No. 34-40018 (May 21, 1998). See also, American Electric Power Co. (January 27, 2003) (proposal that each director expend a minimum of twenty hours each month of the year to attend and prepare for formal monthly board meetings); The Allstate Corp. (February 19, 2002) (proposal that the company cease operations in Mississippi). The Company believes that the Proposal does not advance any significant positive social policy issues, and certainly raises no issues at all connected to the Company itself. While the Proponent argues in his supporting statement that the requested report will increase trustee accountability to shareholders, it is well established that trustees already have a fiduciary duty to act in furtherance of what they believe to be the best interests of the Company and its shareholders. There is simply no connection between how a trustee votes his or her personal investment portfolio (which may well include investments in many privately or even family owned companies) and the trustee's accountability to shareholders. There is much information about director candidates that a curious shareholder would be interested in knowing such as a director's net worth or religious affiliation. However, this information is highly personal and irrelevant to the director's qualifications as a candidate. The information that the Proposal would have included in the Company's proxy materials is no more relevant to making directors more accountable to shareholders than requiring disclosure about how the trustee voted in the most recent presidential election, the trustee's sexual orientation, religion, amount of personal debt or any other information unrelated to the directors business experience.

Requiring the disclosure of such personal information would also significantly inhibit the Company's ability to attract and retain qualified nominees. To the Company's knowledge, there is no public company within the United States that requires its directors to disclose such personal and private information. Such a unique requirement, far beyond what investors need to know about a board, would have a chilling effect on potential directors and would likely cause most candidates to decline nomination to the board.

II. The Proposal relates to operations which account for less than 5 percent of the Company's total assets at the end of its most recent fiscal year, and for less than 5 percent of its net earnings and gross sales for its most recent fiscal year, and is not otherwise significantly related to the Company's business, and, therefore, may be omitted from the Company's Proxy Materials pursuant to Rule 14a-8(i)(5).

The Company believes that it may also properly exclude the Proposal and Supporting Statement from its proxy materials pursuant to Rule 14a-8(i)(5) of the Securities Exchange Act of 1934. Rule 14a-8(i)(5) permits a registrant to omit a shareholder proposal if it "relates to operations which account for less than 5 percent of the company's total assets at the end of its most recent fiscal year, and for less than 5 percent of its net earnings and gross sales for its most recent fiscal year, and is not otherwise significantly related to the company's business." Essentially, Rule 14a-8(i)(5) was intended to permit a company to exclude a proposal that does not bear a significant economic relationship to the Company's business.

NSTAR is a Massachusetts-based, intra-state electric and gas utility company. The Proposal does not relate to any aspect, let alone 5 percent, of the operations of the Company's business, and is not "otherwise significantly related" to the Company's business for the purposes of Rule 14a-8(i)(5). In Lovenheim v. Iroquois Brands, Inc., 618 F. Supp. 554, 561 (D.D.C., 1985), the court held that a proposal could be omitted if it was "ethically significant in the abstract but had no meaningful relationship to the company's business." Hence, although the Proponent may sincerely believe that the Proposal has ethical significance and may otherwise make trustees more accountable to shareholders, it is clearly not "otherwise significantly related to the Company's business." It is on its face and by definition completely unrelated to the Company's business. The Proponent gives no basis for any discernible nexus between the Proposal and the Company's business; the overall incoherence of the Proponent's supporting statement and accompanying exhibits, which are themselves as unrelated to the Proposal as the Proposal is to the Company's business, ultimately provide no reasonable explanation as to why the Proposal is relevant to the Company's business. Accordingly, the Proposal may be omitted under Rule 14a-8(i)(5).

III. The Company lacks the power or authority to implement the Proposal, and, therefore, it may be omitted from the Company's Proxy Materials pursuant to Rule 14a-8(i)(6).

Rule 14a-8(i)(6) provides that a company may omit a proposal if it lacks the power or authority to implement the proposal. The Proposal would require the Company to "[confirm] by the checking of US Internal Revenue Service tax returnsnot just for now but since the calendar year starting nineteen hundred eighty, state tax returns and similar reports shall be checked." Even if federal and state tax returns dating back to 1980 were available (in most situation tax returns from 14 years ago are unlikely to be available), Section 6103 of the Internal Revenue Code prevents the IRS from disclosing tax returns and return information to parties other than the taxpayer except in certain specific situations. In addition, the Privacy Act of 1974 (5 USC sect. 552a), which generally requires agencies to permit an individual access to records pertaining to that individual, would prohibit the IRS from disclosing to any person any record contained in a system of records without the individual's written consent, unless the disclosure meets one of 12 conditions, none of which would apply to the Proposal. Similar confidentiality/privacy rules also apply at the state level. Since the Company would thus not be able to access the records which the Proposal compels it to examine, the Proposal may be omitted under Rule 14a-8(i)(6).

In conclusion, for the reasons discussed here, the Company respectfully requests that the Staff agree that the Company may omit the Proposal from its proxy materials for its 2005 Annual Meeting of Shareholders under Rule 14a-8(i)(7) and/or (5). If the Staff has any questions or comments regarding the following, please contact the undersigned at 617-424-2111.

Very truly yours,

/s/

Richard J. Morrison
Assistant Secretary

NSTAR

RJM:fji

Enclosures

cc: John Jennings Crapo (via Certified Mail)

[APPENDIX]
Exhibit A

MR JOHN JENNINGS CRAPO, Pro Se.AA.ABE Homeless NSTAR Stockhldr. Non LWYR ETC Po Box 400151 CAMBRIDGE MA 02140 - 0002

Via Certified Mail*09 Sept 2004

ART. No 7004 1160 0006 4318 8656 (courtesy copy)

ART No 7004 1350 0001 2126 4637

ART No 7004 1350 0001 2126 3258 *(courtesy copy *to Hon SEC)

ART No 7004 1350 0001 2126 3395 *(courtesy copy *to congressional Committer *Hon RANKING Minority *member)

Return receipt requested NSTAR Corporation atty OFC please of Corporation Clrk. MR DOUGLAS S. HORAN ESQ Attorney, Agency, Vice President for Strategy, LW. AND Policy INSTAR Wy Westwood MA 02090-8001

Dear MR HORAN, or MR MORRISON OR other officer of the corporation Which shall be the appropriate person

Enclosed here I call to your attention Ms share holder proposal, accompanying supporting statement, copies ms exhibits one (or) copy My picker postcard to My US senator-2 PPS. one (01) Copy some remarks 05 Sept 2004. One (01) Copy picture of proponent.

I've been a Shareholder a/my time and more than comply with the SEC standard for introduction and presentation a shareholder proposalo. I plan do present my share holder proposal and I don't plan to sell any of ms Shares until the lose at the forth coming shareholder meeting.

IN event You have questions or comments please COMMUNICATE then to the by letter addressed to meat ms US Po Box address my shareholder proposal

We shareholders meeting for the purpose of an assembled meeting of shareholders and profies of NSTAR his solemnly request our BOARD OF TRUSTEES ("Directors") to take the Following action more

p. two(02) Shareholder Corp Secretary J.J. Crapo to MR HORAN

09 Sept 2004

Publish on NSTAR's Proxy statement annually how each Trustee ballots his/her own shares of stock ownership, bond ownership and other such property-identifyers concerning each company, the number of shares, the purpose of each company, the number of shares, the purpose of the company and the industry of which each company is a member OF

The information shall be conprined by the checking of US Internal Rivenue Service tax returns not just for now but since the cabindar tear starting nineteen hundred years, state tax returns and similar reports shall be checked Our intent is this complete examination shall be completely reported to US ANNUALLY

Supporters statement

NSTAR Is a utility company and it's entirely relevant for us to know if our Directors I trustees have an interest in a company that plans to provides utility power IN the area currently our service area-produced by wind power. We have right to know if those Board Members are working to negate the Value or our investments IN NSTAR AND to be has our trust in the company by investing in it

Currently on a national level My Senator in the U S House of Senators More

p. three (03) sharehld-J.J. Crapo to Nstar Clrk MR Horan

09 Sept 2004

Hon MR Kennedy of Massachusetts has expressed his concerns on semilas matters in his capacity of ranking menority nearly of the Federal Senati's Health, Education, Labor Pensions Committee. MR Kennedy, a vs army veteran former Assistant District attorney and upon the decision of the date Mr Benjamin Smith III former mayor OF Gloucester, MA Not to seek election as US Senator & his election has been along time US Senator. MR Kennedy is brother of Late President John F. Kennedy, Grandson of the date U S Congressman John F. FITZGERALD AND son of Late (former) U.S. Securities & Exchange Commission member Ms. Joseph P. Kennedy MR Kennedy has of thirst for integrity IN business - and he demands that Pension BOARDS make public how they Vote concerning share holder matters of publicly and privately owned companies and other businesses that is an exceeding by strong proposal of Mr Kennedy When me considers perision boards include those of UNIONS, and the trustees of the US Social Security Administration of Jocid Security furds. Mr Kennedy is forcing Powerful Corporation leaders foreport Where there Support comes from. many of these Unions and IN government sectors More

P Four (04) Sharehldr J. J. Crapo pro le to NSTAR clrk Mr Horan

09 sept 2004

and don't we have a right to know if Corporation Boards and other Boards serve stock holders or the herson in leverts is Board members.

Pro horent is homeless, a retired MA State public employee at state & municipal levef ardis a recipent of USA Social Security AND for his Schizophronia paranold lypy is graded do 100 of disabled by the US Department of Veturnes Affairs, end of my Share holder disposal copy this with exhibits

VIA certifired mail to Hon Senator Edward M. Kennedy, the Hon USA Securities & Exchage commissions each via Certifired Mail returns receipt requiested

I turn self service copies of at conclusion, My Copy of share holder Sharehldr proposal

Sincerely

John Jennings craho

Enclosures

JJC/jjc

[STAFF REPLY LETTER]

January 4, 2005

Response of the Office of Chief Counsel Division of Corporation Finance

Re: NSTAR Incoming letter dated December 7, 2004

The proposal requests that NSTAR publish in its proxy statement information concerning the personal investments of each trustee.

There appears to be some basis for your view that NSTAR may exclude the proposal under rule 14a-8(i)(7), as relating to NSTAR's ordinary business operations (i.e., the presentation of certain investment information in reports to shareholders). Accordingly, we will not recommend enforcement action to the Commission if NSTAR omits the proposal from its proxy materials in reliance on rule 14a-8(i)(7). In reaching this position, we have not found it necessary to address the alternative bases for omission upon which NSTAR relies.

Sincerely,

/s/

Sara D. Kalin
Attorney-Advisor