Company Name: NSTAR
Public Availability Date: January 5, 2007

Document Sections:

INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

November 21, 2006

U.S. Securities and Exchange Commission
Division of Corporate Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549

RE: NSTAR Shareholder Proposal of Mr. John Jennings Crapo

To Whom It May Concern:

NSTAR ("NSTAR" or the "Company"), a Massachusetts voluntary association (known as a Massachusetts Business Trust), seeks to exclude a shareholder proposal (the "Proposal") and supporting statement pursuant to Rule 14a-8 of the Securities and Exchange Act of 1934 from its 2007 Shareholder Proxy Statement ("Proxy"). On behalf of the Company, I respectfully request that the Staff of the Division of Corporate Finance (the "Staff") concur with the Company's view that the Proposal and supporting statement submitted by John Jennings Crapo (the "Proponent") may be properly omitted from the Proxy materials distributed in connection with the next meeting of shareholders.

As required by Rule 14a-8(j)(2), I submit five additional copies of this letter explaining why NSTAR believes that it may properly exclude the Proposal and supporting statement as submitted by the Proponent. I also enclose six copies of the Proposal and the supporting statement as submitted by the Proponent pursuant to the same rule. Coinciding with this request, I will notify the Proponent by U.S. Mail of the Company's intent to exclude his Proposal from the Proxy and will provide him with a copy of this letter.

In a proposal dated April 25, 2006, the Proponent requests that the NSTAR Board of Trustees provide stockholders with information relating to financial records. Specifically, the Proposal states:

"Proposal

We the shareholders of NSTAR do hereby request our Board of Directors to provide us the standards of record keeping of our financial records as stockholders and proxies, and fiduciaries, and other such capacities in the proxy statement of the NSTAR meeting of shareholders of assembled shareholders and proxies as a complete report." (Id.) [sic].

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

The Company respectfully requests that the Staff concur that the Proposal and supporting statement may properly be excluded because it: (i) is vague and indefinite, under Rule 14a-8(i)(3) as contrary to Rule 14a-9; and/or (ii) is derived from a personal grievance, under Rule 14a-8(i)(4).

I. The Proposal Should be Omitted under Rule 14a-8(i)(3) as Contrary to Rule 14a-9, Because it is Vague and Indefinite, and if Admitted, Would Constitute a Misleading Statement in Proxy Soliciting Materials.

Under Rule 14a-8(i)(3), a proposal or supporting statement is excludable if it "is contrary to any of the Commission's proxy rules, including §240.14a-9, which prohibits materially false or misleading statements in proxy soliciting materials." The Staff has permitted a company to omit a proposal as potentially misleading when it is so inherently vague and indefinite that shareholders voting on it would be unable to ascertain with reasonable certainty what actions the company would take if the proposal was enacted. See Tri-Continental Corporation (March 14, 2000). In Staff Legal Bulletin No. 14B, the Staff reinforced that is appropriate to exclude a proposal where the resolution contained in the proposal is so inherently vague or indefinite that neither the stockholders voting on the proposal, nor the company in implementing the proposal (if adopted) would be able to determine with any reasonable certainty exactly what measures the proposal requires."

This Proposal is so vaguely worded and confusing that the Company is unable to determine with any reasonable certainty what redress the Proponent is seeking. Because of this, the Company would be unable to determine what it should do to effectuate the Proposal if the Proposal were passed. The lack of clarity of the Proposal allows for an indefinite number of inferences to be drawn from it. As a result, the Company's stockholders will undoubtedly have difficulty knowing what they are voting to have done. Any action ultimately taken by the Company to implement the Proposal could be quite different from the type of action envisioned by the stockholders who voted in its favor, and even by the Proponent himself. In Dyer v. Securities and Exchange Commission, 287 F.2d 773 (1961), the Commission opined, as restated in the Court's decision, that "it appear[ed] to [them] that the proposal, as drafted and submitted to the company, [was] so vague and indefinite as to make it impossible for either the board of directors or the stockholders at large to comprehend precisely what the proposal would entail. The functions and purposes of the office to be created are left completely undefined in the proposal. [They] therefore did not feel that [they] would compel the company to include the proposal in its present form in its proxy statement." Id., at 781.

The Proposal is clearly indefinite and subject to different interpretations. It asks for "standards of record keeping of financial records" without defining what financial records or in any other way explaining what "standards" Proponent is referring to or looking for. He references stockholders, proxies and fiduciaries as if they were synonymous, therefore further confusing the reader as to what type of standards, or records, or purpose that his Proposal would respond to.

SLB No. 14B clarifies that such an objection "may be appropriate where the proposal and the supporting statement, when read together, have the same result." While the Proposal itself is fatally vague and indefinite, the supporting statement accompanying the Proposal is much, much more so. It makes reference to the Amendments to the Constitution, political oppression, and the Proponent's personal situation, only serving to further confuse the Proposal. For example, in the first paragraph of his supporting statement, the Proponent states, "[t]he Articles of Confederation and other such documents were written adopted, accepted in denouncing oppression of all shareholders, proxies, fiduciaries, agents, bond holders and such persons." (Proposal, 3) [sic]. The Proponent further states in the second paragraph that, "[t]he intimidation, coercion, duress and undue influence that proponent received makes all of US afraid to do conducts as stockholders." Id. [sic].

The supporting statement does absolutely nothing to clarify the scope or meaning of the Proposal and is so completely irrelevant that it eliminates any possibility that stockholders could derive any meaning from the Proposal itself. Stockholders will be left to guess what the Proponent's incomprehensible and unconnected statements and references to Constitutional Amendments, political oppression, the Articles of Confederation and homelessness have to do with the subject matter of his Proposal. When read individually, and especially when read together with the supporting statement, is "so inherently vague and indefinite that shareholders voting on it would be unable to ascertain with reasonable certainty what actions the company would take if the proposal was enacted." See Bank of America Corporation (February 13, 2006), Sra Lee Corporation (March 31, 2004), Proctor & Gamble Company (October 25, 2002), The Adams Express Company (January 10, 2000); Tri-Continental Corporation (March 14, 2000). Accordingly, the Proposal and supporting statement should be omitted from the Company's proxy materials.

II. The Proposal Should be Omitted under Rule 14a-8(i)(4) Because it Relates to the Redress of a Personal Claim or Grievance Against the Company by the Proponent.

Under Rule 14a-8(i)(4), a proposal is excludable "[i]f the proposal relates to the redress of a personal claim or grievance against the company or any other person, or if it is designed to result in a benefit to [the proponent], or to further a personal interest, which is not shared by the other shareholders at large." 17 C.F.R. §240.14a-8(i)(4). The rule was intended to insure that the security holder proposal process would not be abused by proponents attempting to achieve personal ends that are not necessarily in the common interest of the issuer's shareholders generally. See Release No. 34-20091 (August 16, 1983).

As noted in the section above, the Proposal is extremely difficult to understand. Using the Supporting Statement in an attempt to discern the purpose of the Proposal, it is reasonable to conclude that the Proposal is related to a personal grievance or interest. It appears that the Proponent fears political oppression, as well as personal persecution, due to his status as a stockholder and as a perceived advocate of stockholder rights. The Proponent does not suggest that this fear is one held by all of the Company's stockholders, or give any reason why the other stockholders should have this fear. Within his Supporting Statement the Proponent continues to insert personal experiences, indicating that his concern is derived solely from his own interests. This type of proposal falls squarely within the category of something which is personal to the Proponent and not serving any general corporate or shareholder interest. The Company should not be burdened with placing the Proposal in its proxy and its shareholders should not be subjected to trying to discern a corporate purpose by the Proposal or have its proxy statement serve as a forum for the Proponent to include his own personal grievances. See Chittenden Corporation (January 2, 2001) (omission of Proposal proper under 14a-8(i)(4) where Proponent's Proposal and supporting statement dealt with his personal belief that he has been the victim of retaliation).

Publication of this information in the proxy materials would serve simply to address the Proponent's various personal grievances or interest. Accordingly, the Proposal and supporting statement should be omitted from the Company's proxy materials.

III. Conclusion

For the reasons stated above, it is NSTAR's position that, pursuant to Rules 14a-8(i)(3) and 14a-8(1)(4), the Company may properly exclude from the proxy statement and form of proxy for the 2007 Annual Meeting of Shareholders of the Company, the Proposal and supporting statement introduced by the Proponent. On behalf of NSTAR, I respectfully request the Division's confirmation that it will not recommend enforcement action to the Commission if the proposal is excluded. If the Staff has any questions regarding this matter, please contact the undersigned at (617) 424-2111.

Very truly yours,

/s/

Richard J. Morrison
Assistant Secretary

Attachments

cc: Mr. John Jennings Crapo This graphic not available in DOS This graphic not available in DOS This graphic not available in DOS This graphic not available in DOS This graphic not available in DOS This graphic not available in DOS This graphic not available in DOS This graphic not available in DOS

STAFF REPLY LETTER]

January 5, 2007

Response of the Office of Chief Counsel Division of Corporation Finance

Re: NSTAR

Incoming letter dated November 21, 2006

The proposal requests that NSTAR's proxy statement contain information described in the proposal regarding NSTAR's standards of record keeping of financial records.

There appears to be some basis for your view that NSTAR may exclude the proposal under rule 14a-8(i)(3), as vague and indefinite. 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)(3). In reaching this position, we have not found it necessary to address the alternative basis for omission upon which NSTAR relies.

Sincerely,

/s/

Derek Swanson
Attorney-Adviser