UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            FORM 10-Q

<TABLE>
<CAPTION>
<S>  <C>
[x] Quarterly report pursuant to Section 13 or 15(d) of the
    Securities
    Exchange Act of 1934

    For the quarterly period ended September 30, 2001


                               or

[ ] Transition report pursuant to Section 13 or 15(d) of the
    Securities
    Exchange Act of 1934

    For the transition period from __________ to __________

</TABLE>

                 Commission file number 1-14768
<TABLE>
<S>                                       <C>
                               NSTAR
     (Exact name of registrant as specified in its charter)


             Massachusetts                     04-3466300
    (State or other jurisdiction of         (I.R.S. Employer
    incorporation or organization)         Identification No.)


800 Boylston Street, Boston, Massachusetts       02199
 (Address of principal executive offices)      (Zip Code)
</TABLE>



Registrant's telephone number, including area code: (617)424-2000



Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes   x    No

<TABLE>
<CAPTION>
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
<S>                            <C>
              Class              Outstanding at November 1, 2001
   Common Shares, $1 par value           53,032,546 shares
</TABLE>

Part I - Financial Information
Item 1.  Financial Statements
<TABLE>
<CAPTION>
                              NSTAR
           Condensed Consolidated Statements of Income
                           (Unaudited)
            (in thousands, except per share amounts)

                                 Three Months Ended      Nine Months Ended
                                     September 30,          September 30,
                                   2001        2000        2001         2000
<S>                          <C>         <C>        <C>         <C>
Operating revenues             $890,748    $709,519  $2,487,843   $1,998,231

Operating expenses:
  Purchased power and cost of
    gas sold                    524,460     333,885   1,489,595    1,007,898
  Operations and maintenance    102,694      96,464     306,020      305,280
  Depreciation and amortization  60,470      67,865     174,590      185,832
  Demand side management and
    renewable energy programs    19,824      23,286      58,156       59,014
  Property and other taxes       22,485      20,123      72,061       66,868
  Income taxes                   45,832      41,032     101,493       90,119
    Total operating expenses    775,765     582,655   2,201,915    1,715,011

Operating income                114,983     126,864     285,928      283,220

Other income (deductions):
  Write-down of RCN investment, net   -           -    (173,944)           -
  Other income, net              (2,005)       (340)      1,041        5,624
                                 (2,005)       (340)   (172,903)       5,624
Operating and other income      112,978     126,524     113,025      288,844

Interest charges:
  Long term debt                 29,548      27,297      88,772       79,817
  Transition property
    securitization certificates  10,337      11,223      31,566       34,625
  Other                           5,707      22,520      21,694       40,821
  Allowance for borrowed funds used
    during construction          (1,250)       (802)     (3,097)      (2,732)
      Total interest charges     44,342      60,238     138,935      152,531

Net income (loss)                68,636      66,286     (25,910)     136,313
Preferred stock dividends of
  subsidiary                      1,490       1,490       4,470        4,470

Earnings (loss) available for
  common shareholders          $ 67,146    $ 64,796    $(30,380)  $  131,843
                               ========    ========    =========  ==========

Weighted average common shares
outstanding:
    Basic                        53,033      53,690      53,033       55,510
                                 ======      ======      ======       ======
    Diluted                      53,270      53,850      53,205       55,677
                                 ======      ======      ======       ======
Earnings (loss) per common
share:
    Basic                         $1.27       $1.21     $(0.57)        $2.38
                                  =====       =====      ======        =====
    Diluted                       $1.26       $1.20     $(0.57)        $2.37
                                  =====       =====      ======        =====
Dividends declared per common    $0.515       $0.50      $1.545        $1.50
  share                          ======       =====      ======        =====
The accompanying notes are an integral part of the condensed consolidated
financial statements.
</TABLE>
<TABLE>
<CAPTION>
                              NSTAR
Condensed Consolidated Statements of Comprehensive Income (Loss)
                           (Unaudited)
                         (in thousands)

                                  Three Months Ended     Nine Months Ended
                                     September 30,          September 30,
                                    2001        2000        2001      2000
<S>                              <C>       <C>         <C>        <C>
Net income (loss)                 $68,636   $ 66,286    $(25,910)  $136,313
Other comprehensive income,net:
  Changes in unrealized gain
    (loss) on investments          (6,185)   (11,147)     35,308    (56,382)
Comprehensive income              $62,451   $ 55,139    $  9,398   $ 79,931
                                  =======   ========    ========   ========



The accompanying notes are an integral part of the condensed
consolidated financial statements.
</TABLE>

<TABLE>
<CAPTION>

                              NSTAR
     Condensed Consolidated Statements of Retained Earnings
                           (Unaudited)
                         (in thousands)

                                 Three Months Ended     Nine Months Ended
                                    September 30,         September 30,
                                    2001       2000       2001      2000
<S>                            <C>         <C>        <C>       <C>
Balance at the beginning of
  the period                    $294,818    $395,086   $447,087  $389,989
Add (Deduct):
  Net income (loss)               68,636      66,286    (25,910)  136,313
    Subtotal                     363,454     461,372    421,177   526,302
Deduct:
Dividends declared:
  Common shares                   27,312      26,516     81,935    82,003
  Preferred stock                  1,490       1,490      4,470     4,470
    Subtotal                      28,006      86,405     86,473    28,802
Provision for preferred stock
  redemption and issuance costs       60          60        180       180
Common share repurchase program        -       2,507          -     8,850
Balance at the end of the       $334,592    $430,799   $334,592  $430,799
period                          ========    ========   ========  ========




The accompanying notes are an integral part of the condensed consolidated
financial statements.
</TABLE>
<TABLE>
<CAPTION>
                              NSTAR
              Condensed Consolidated Balance Sheets
                           (Unaudited)
                         (in thousands)
<S>                                        <C>              <C>
                                             September 30,    December 31,
                                                      2001            2000
Assets
Utility plant in service, at original cost      $3,804,925      $3,724,754
  Less: accumulated depreciation                 1,300,197       1,249,685
                                                 2,504,728       2,475,069
Construction work in progress                       74,778          48,524
  Net utility plant                              2,579,506       2,523,593

Non-utility property, net                          110,290         105,827

Goodwill                                           466,689         475,877
Equity investments                                  24,320          25,791
Other investments                                   69,457         170,829

Current assets:
  Cash and cash equivalents                         23,902          21,873
  Restricted cash                                   23,817          22,152
  Accounts receivable, net                         616,402         454,499
  Regulatory assets                                125,988         242,663
  Accrued unbilled revenues                         58,446         101,732
  Fuel, materials and supplies, at average cost     48,751          44,659
  Other                                             35,323          32,447
    Total current assets                           932,629         920,025

Deferred debits:
  Regulatory assets                                982,797       1,029,341
  Prepaid pension expense                          179,757         149,890
  Other                                            124,461         146,542

  Total assets                                  $5,469,906      $5,547,715
                                                ==========      ==========






The accompanying notes are an integral part of the condensed
consolidated financial statements.
</TABLE>

<TABLE>
<CAPTION>
                              NSTAR
              Condensed Consolidated Balance Sheets
                           (Unaudited)
                         (in thousands)

                                             September 30,    December 31,
                                                     2001             2000
<S>                                         <C>              <C>
Capitalization and Liabilities
Common equity:
  Common shares, par value $1 per share
    (53,032,546 shares issued and  outstanding) $   53,033      $   53,033
  Premium on common shares                         877,066         876,749
  Retained earnings                                334,592         446,587
    Total common equity                          1,264,691       1,376,369

Accumulated other comprehensive income (loss)        1,164         (34,144)

Cumulative nonmandatory redeemable
  Preferred stock                                   43,000          43,000

Long-term debt                                   1,380,775       1,440,431
Transition property securitization                 513,904         584,130
certificates
    Total long-term debt                         1,894,679       2,024,561

    Total capitalization                         3,203,534       3,409,786

Current liabilities:
  Long-term debt and preferred stock
    due within one year                             91,271          58,695
  Transition property securitization
    certificates due within one year                59,041          36,443
  Notes payable                                    644,147         468,347
  Accounts payable                                 178,108         275,778
  Deferred taxes                                    67,402         128,788
  Accrued interest                                  15,220          44,220
  Dividends payable                                 28,305          28,305
  Other                                            354,983         301,873
    Total current liabilities                    1,438,477       1,342,449

Deferred credits:
  Accumulated deferred income taxes                570,767         537,756
  Accumulated deferred investment tax credits       38,476          39,960
  Other                                            218,652         217,764
    Total deferred credits                         827,895         795,480

Commitments and contingencies

    Total capitalization and liabilities        $5,469,906      $5,547,715
                                               ===========      ==========

The accompanying notes are an integral part of the condensed
consolidated financial statements.
</TABLE>


<TABLE>
<CAPTION>
                              NSTAR
         Condensed Consolidated Statements of Cash Flows
                           (Unaudited)
                         (in thousands)


                                                        Nine Months Ended
                                                           September 30,
                                                        2001           2000
<S>                                                <C>          <C>
Operating activities:
  Net (loss) income                                 $(25,910)     $ 136,313
  Adjustments to reconcile net income to net
    cash provided by operating activities:
    Depreciation and amortization                    174,590        185,832
    Deferred income taxes and investment tax credits (50,457)        45,317
    Loss on write-down of RCN investment             168,376              -
    Allowance for borrowed funds used during
       construction                                   (3,097)        (2,732)
  Net changes in working capital                     (87,249)      (142,110)
  Other, net                                         (40,876)      (163,959)
Net cash provided by operating activities            135,377         58,661

Investing activities:
  Plant expenditures (excluding AFUDC)              (149,506)      (121,340)
  Other investments                                    1,471        (59,393)

Net cash used in investing activities               (148,035)      (180,733)
Financing activities:
  Common share repurchases                                 -       (212,039)
  Long-term debt redemptions                         (27,080)      (201,886)
  Transition property securitization
    certificates redemptions                         (47,628)       (82,149)
  Long-term debt issue                                     -        500,000
  Net change in notes payable                        175,800         57,552
  Dividends paid                                     (86,405)       (84,468)
Net cash provided by (used in) financing activities   14,687        (22,990)


Net increase (decrease) in cash and cash equivalents   2,029       (145,062)
Cash and cash equivalents at beginning of year        21,873        168,599

Cash and cash equivalents at end of period         $  23,902      $  23,537
                                                   =========      =========

Supplemental disclosures of cash flow information:
Cash paid during the period for:
  Interest, net of amounts capitalized             $ 145,897      $ 127,988
                                                   =========      =========

  Income taxes                                     $ 141,907      $  20,835
                                                   =========      =========

Supplemental disclosure of investing activity:
Investment in common shares                        $   4,537      $       -
                                                   =========      =========


The accompanying notes are an integral part of the condensed
consolidated financial statements.
</TABLE>


 Notes to Unaudited Condensed Consolidated Financial Statements

The accompanying Notes should be read in conjunction with Notes
to the Consolidated Financial Statements incorporated in NSTAR's
2000 Annual Report on Form 10-K.

A)  About NSTAR

NSTAR is an energy delivery company serving approximately 1.3
million customers in Massachusetts including more than one
million electric customers in 81 communities and 244,000 gas
customers in 51 communities.  NSTAR's retail utility subsidiaries
are Boston Edison Company (Boston Edison), Commonwealth Electric
Company (ComElectric), Cambridge Electric Light Company
(Cambridge Electric) and NSTAR Gas Company (NSTAR Gas).  Its
wholesale electric subsidiary is Canal Electric Company (Canal
Electric).  NSTAR's three retail electric companies operate under
the brand name "NSTAR Electric."  Reference in this report to
"NSTAR Electric" shall mean each of Boston Edison, ComElectric
and Cambridge Electric.  NSTAR's non-utility operations include
telecommunications - NSTAR Communications, Inc. (NSTAR Com),
district heating and cooling operations (Advanced Energy Systems,
Inc. and NSTAR Steam Corporation) and a liquefied natural gas
service (Hopkinton LNG Corp.).

B)  Basis of Presentation

The financial information presented as of September 30, 2001 and
for the periods ended September 30, 2001 and 2000 have been
prepared from NSTAR's books and records without audit by
independent accountants.  Financial information as of
December 31, 2000 was derived from the audited consolidated
financial statements of NSTAR, but does not include all
disclosures required by generally accepted accounting principles
(GAAP).  In the opinion of NSTAR's management, all adjustments
(which are of a normal recurring nature) necessary for a fair
presentation of the financial information for the periods
indicated have been included.  Certain reclassifications have
been made to the prior year data to conform with the current
presentation.

The preparation of financial statements in conformity with GAAP
requires management of NSTAR and its subsidiaries to make
estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from these estimates.

The results of operations for the periods ended September 30,
2001 and 2000 are not indicative of the results that may be
expected for an entire year.  Kilowatt-hour sales and revenues
are typically higher in the winter and summer than in the spring
and fall, as sales tend to vary with weather conditions.  Higher
usage levels during the summer period, combined with Boston
Edison's higher summer period seasonal rates, have had a
significant impact on the results of operations for this period.
In general, during periods of high demand, the impact on revenues
and expenses can be significant when combined with higher
seasonal demand rates.  Gas sales and revenues are typically
higher in the winter months than during other periods of the
year.

NSTAR Electric experienced a new single hour peak load on August
9, 2001 of 4,527 megawatts (MW) that exceeded the prior peak load
of 4,174 MW by 8.5% experienced in 1999.

C)  Employee Relations

A collective bargaining unit contract representing approximately
300 NSTAR Gas employees expires March 31, 2002.  NSTAR management
is currently involved in discussions with Local 12004, United
Steelworkers of America, AFL-CIO regarding a new contract.
Management believes it has satisfactory employee relations with a
significant majority of its employees.

D)  Goodwill

In July 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 142,
"Goodwill and Other Intangible Assets" (SFAS 142).  This
statement, which is effective for fiscal years beginning after
December 15, 2001, establishes accounting and reporting standards
for acquired goodwill and other intangible assets.  NSTAR will
adopt SFAS 142 in the first quarter of 2002.  SFAS 142 states
that goodwill shall not be amortized and shall be tested for
impairment on an annual basis.  Management is currently assessing
the impact of SFAS 142 in light of its existing regulatory rate
plan and requirements of SFAS 142.  Therefore, NSTAR is unable to
reasonably estimate the impact of the adoption of this statement.

E)  RCN Joint Venture and Investment Conversion

NSTAR Com is a participant in a telecommunications venture with
RCN Telecom Services, Inc. of Massachusetts, a subsidiary of RCN
Corporation (RCN).  NSTAR Com has accounted for its equity
investment in the joint venture using the equity method of
accounting.  As part of the Joint Venture Agreement, NSTAR Com
has the option to exchange portions of its joint venture interest
for common shares of RCN at specified periods.  To date, NSTAR
Com has received approximately 4.1 million shares of RCN common
shares from prior exchanges of its joint venture interest.

On April 6, 2000, NSTAR Com issued its third and final notice to
exchange substantially all of its remaining interest in the joint
venture into common shares of RCN.  Effective with the third
notice, NSTAR Com's profit and loss sharing ratio was reduced to
zero.  Therefore, NSTAR Com no longer recognized any results of
operations of the joint venture.  During the period January 1,
2000 through April 6, 2000, NSTAR Com recognized $5.6 million in
equity losses from the joint venture and has not recorded any
further joint venture losses since that date.

On October 18, 2000, NSTAR Com and RCN signed an agreement in
principle to amend the Joint Venture Agreement.  Among other
items, this proposal settled the number of shares to be received
for the third conversion of NSTAR Com's remaining equity
investment at 7.5 million shares.  Management anticipates having
a final amended Joint Venture Agreement in place by the end of
2001.

As previously disclosed, management continues to evaluate the
carrying value of its entire investment in RCN.  Consistent with
the performance of the telecommunications sector as a whole, the
market value of RCN's common shares has decreased significantly
over the past several quarters.  Management determined that this
decline in market value is "other-then-temporary" in accordance
with the SFAS No. 115, "Accounting for Certain Investments in
Debt and Equity Securities."

In addition, during the first quarter of 2001, the status of the
amendment to the Joint Venture Agreement with RCN regarding the
7.5 million shares, led management to determine that its
investment in the joint venture was also impaired based on future
market expectations for RCN common shares related to this
investment.

Therefore, NSTAR Com, recognized an impairment of its entire
investment in RCN in the first quarter of 2001.  This write-down
resulted in an one-time, non-cash, after-tax charge of $173.9
million that is reported on the accompanying Condensed
Consolidated Statements of Income as "Write-down of RCN
Investment, net."

The RCN shares received, as well as the remaining interest in the
joint venture related to the pending 7.5 million shares, are
included in Other investments on the accompanying Condensed
Consolidated Balance Sheets at their estimated fair value of
approximately $41.2 million at September 30, 2001.  The fair
value of the shares currently held may increase or decrease, at
any time, as a result of changes in the market value of RCN
common shares.  The unrealized gain or loss associated with
shares currently held will fluctuate due to the changes in fair
value of these shares during each period and is reflected, net of
associated income taxes, as a component of Other comprehensive
income, net on the accompanying Condensed Consolidated Statements
of Comprehensive Income (Loss).  The cumulative increase or
decrease in fair value of these shares as of September 30, 2001
reflect the change since the write-down of these shares as a
component of Accumulated other comprehensive income (loss) on the
accompanying Condensed Consolidated Balance Sheets.  Management
will continue to evaluate the carrying value of its investment in
RCN.

At September 30, 2001 and December 31, 2000, NSTAR Com had $5.1
million and $47.9 million, respectively, in accounts receivable
due from the joint venture.  This is primarily the result of
construction performed on behalf of the joint venture.

F)  Other Investments

In the second quarter of 2001, NSTAR completed its determination
of the accounting for equity securities it previously received in
connection with the demutualization of John Hancock Mutual Life
Insurance Company and Metropolitan Life Insurance Company.  NSTAR
and its subsidiaries, as policyholders, received a distribution
of common stock of each company.  As a result, NSTAR recognized
$4.5 million of other income on these transactions.

These securities are currently available for sale and are
included in Other investments on the accompanying Condensed
Consolidated Balance Sheets.  The value of these common shares
was adjusted to reflect market values as of September 30, 2001.
The unrealized gain or loss associated with these shares will
fluctuate due to changes in current market values and is
reflected, net of associated income taxes, as a component of
Other comprehensive income, net on the accompanying Condensed
Consolidated Statements of Comprehensive Income (Loss).  The
cumulative increase or decrease in fair value of these shares as
of September 30, 2001 is reflected as a component of Accumulated
other comprehensive income (loss) on the accompanying Condensed
Consolidated Balance Sheets.

G)  Income Taxes
<TABLE>
<CAPTION>
The following table reconciles the statutory federal income tax
rate to the annual estimated effective income tax rate for 2001
and the actual effective income tax rate for the year ended
December 31, 2000:
<S>                                               <C>         <C>

                                                   2001        2000
Statutory tax rate                                 35.0%       35.0%
State income tax, net of federal
  income tax benefit                                5.6         5.1
Investment tax credits                             (1.3)       (0.6)
Other                                               2.3         2.1
  Effective tax rate before write-down of RCN      41.6        41.6
Write-down of RCN investment (federal and  state)  53.5          -
Effective tax rate                                 95.1%       41.6%
                                                   =====       =====
</TABLE>

Income tax expense includes $5.6 million related to the write-
down of the RCN investment, net as reflected on the accompanying
Condensed Consolidated Statements of Income.  This $5.6 million
charge was recognized due to the fact that NSTAR Com had recorded
a deferred tax asset in excess of what is currently deemed
realizable.  In addition, NSTAR Com has determined that no
current tax benefit is anticipated on the write-down of its
remaining joint venture investment.  Therefore, NSTAR Com has
recorded a $64.5 million valuation allowance for the entire tax
benefit related to the write-down of its RCN investment.  If all
or a portion of these tax benefits are ultimately realized, NSTAR
Com will reflect a corresponding reduction in income tax expense.

H)  Earnings Per Common Share

Basic earnings per common share (EPS) is calculated by dividing
net income, after deductions for preferred dividends, by the
weighted average common shares outstanding during the year.
Statement of Financial Accounting Standards No. 128, "Earnings
per Share," requires the disclosure of diluted EPS.  Diluted EPS
is similar to the computation of basic EPS except that the
weighted average common shares is increased to include the number
of dilutive potential common shares.  Diluted EPS reflects the
impact on shares outstanding of the deferred (nonvested) shares
and stock options granted under the NSTAR Stock Incentive Plan.
The following table summarizes the reconciling amounts between
basic and diluted EPS:
<TABLE>
<CAPTION>
(in thousands, except per share amounts)

                            Three Months Ended      Nine Months Ended
                                September 30,         September 30,
<S>                         <C>         <C>       <C>       <C>
                                 2001       2000       2001       2000
Before one-time RCN charge:
  Earnings available for common
     shareholders            $  67,146  $  64,796 $ 143,564   $ 131,843
  Basic EPS                      $1.27      $1.21     $2.71       $2.38
  Diluted EPS                    $1.26      $1.20     $2.70       $2.37
After one-time RCN charge:
  Earnings (loss) available
    for common shareholders  $  67,146  $  64,796 $ (30,380)  $ 131,843
  Basic EPS                      $1.27      $1.21    $(0.57)      $2.38
  Diluted EPS                    $1.26      $1.20    $(0.57)      $2.37
Weighted average common shares
   outstanding for basic EPS    53,033     53,690    53,033      55,510
Effect of diluted shares:
Weighted average dilutive
  potential common shares          237        160       172         167
Weighted average common shares
  outstanding for diluted EPS   53,270     53,850    53,205      55,677
</TABLE>

I)  Contingencies

1. Environmental Matters

NSTAR's subsidiaries are involved in approximately 25 state-
regulated properties where oil or other hazardous materials were
previously spilled or released.  The companies are required to
clean up these properties in accordance with specific state
regulations.  There are uncertainties associated with these costs
due to the complexities of cleanup technology, regulatory
requirements and the particular characteristics of the different
sites.  NSTAR subsidiaries also face possible liability as a
potentially responsible party (PRP) in the cleanup of seven multi-
party hazardous waste sites in Massachusetts and other states
where it is alleged to have generated, transported or disposed of
hazardous waste at the sites.  NSTAR generally expects to have
only a small percentage of the total potential liability for
these sites.  Approximately $5.9 million and $7 million are
included as liabilities in the accompanying Condensed
Consolidated Balance Sheets at September 30, 2001 and December
31, 2000, respectively, related to the non-recoverable portion of
these cleanup liabilities.  Management is unable to fully
determine a range of reasonably possible cleanup costs in excess
of the accrued amount.  Based on its assessments of the specific
site circumstances, management does not believe that it is
probable that any such additional costs will have a material
impact on NSTAR's consolidated financial position.  However, it
is reasonably possible that additional provisions for cleanup
costs that may result from a change in estimates could have a
material impact on the results of operations for a reporting
period in the near term.

NSTAR Gas is participating in the assessment of a number of
former manufactured gas plant (MGP) sites and alleged MGP waste
disposal locations to determine if and to what extent such sites
have been contaminated and whether NSTAR Gas may be responsible
for remedial action.  The MDTE has approved recovery of costs
associated with MGP sites.  As of September 30, 2001, NSTAR Gas
has recorded a liability of $7.2 million as an estimate for site
cleanup costs for several MGP sites for which NSTAR Gas was
previously cited as a PRP.

Estimates related to environmental remediation costs are reviewed
and adjusted periodically as further investigation and assignment
of responsibility occurs. NSTAR is unable to estimate its
ultimate liability for future environmental remediation costs.
However, in view of NSTAR's current assessment of its
environmental responsibilities, existing legal requirements and
regulatory policies, management does not believe that these
matters will have a material adverse effect on NSTAR's
consolidated financial position or results of operations for a
reporting period.

2. Industry and Corporate Restructuring Legal Proceedings

The MDTE order approving the Boston Edison electric restructuring
settlement agreement was appealed by certain parties to the
Massachusetts Supreme Judicial Court.  One appeal remains
pending.  However, there has to date been no briefing, hearing or
other action taken with respect to this proceeding.
However, if an unfavorable outcome were to occur, there could be
a material adverse impact on business operations, the
consolidated financial position, cash flows and the results of
operations for a reporting period.

The MDTE order approving the rate plan associated with the merger
of BEC and COM/Energy was appealed by certain parties to the
Massachusetts Supreme Judicial Court.  The appeals of the
Massachusetts Attorney General and a separate group that consists
of The Energy Consortium, Harvard University and Associated
Industries of Massachusetts remain pending.  In October 2001, the
MDTE certified the record of the case to the court; however,
there has to date been no briefing, hearing or other action taken
with respect to this proceeding.  If an unfavorable outcome were
to occur, there could be a material adverse impact on business
operations, the consolidated financial position, cash flows and
the results of operations for a reporting period.

3. Regulatory Proceedings

On June 1, 2001, the MDTE issued its final orders on the
reconciliation of ComElectric and Cambridge Electric's
transition, standard offer service, default service and
transmission costs and revenues for 1999.

In a Boston Edison 1999 reconciliation filing with the MDTE, the
Massachusetts Attorney General contested cost allocations related
to Boston Edison's wholesale customers since 1998.  On June 1,
2001, the MDTE approved Boston Edison's revenue-credit approach
for wholesale sales to be consistent with Boston Edison's
restructuring settlement.  The reconciliation of wholesale
revenues and costs, along with other reconciliation issues are
addressed in Boston Edison's outstanding filing covering the
reconciliation of costs through December 31, 2000.  On October
19, 2001, Boston Edison and the Massachusetts Attorney General
filed a proposed Settlement Agreement with the MDTE resolving all
outstanding issues in this filing.  This settlement agreement did
not have a material effect on NSTAR's consolidated financial
position or results of operations.

In October 1997, the MDTE opened a proceeding to investigate
Boston Edison's compliance with a 1993 order that permitted the
formation of Boston Energy Technology Group and authorized Boston
Edison to invest up to $45 million in non-utility activities.
Hearings were completed during 1999.  Management is currently
unable to determine the timing and outcome of this proceeding.
However, if an unfavorable outcome were to occur, there could be
a material adverse impact on business operations, the
consolidated financial position, cash flows and results of
operations for a reporting period.

On June 13, 2001, the MDTE approved a settlement agreement
between Cambridge Electric and the Massachusetts Institute of
Technology (MIT) involving a dispute over the customer transition
charge (CTC) assessed by Cambridge Electric to MIT.  Under the
settlement, Cambridge Electric has refunded approximately $1.7
million to MIT and MIT has withdrawn (i) its appeal at the
Massachusetts Supreme Judicial Court of the MDTE's rate order
associated with the merger of BEC Energy and COM/Energy and (ii)
its separate rate complaint at the MDTE involving the CTC.

On October 29, 2001, NSTAR Electric and NSTAR Gas filed with the
MDTE a proposed service quality plan, which replaced the plan
that had previously been filed as a part of the NSTAR merger rate
plan and which implemented guidelines that had been established
by the MDTE as a result of its generic investigation of service
quality issues.  The service quality plan would establish
performance benchmarks effective January 1, 2002 for certain
identified measures of service quality relating to customer
service and billing performance, customer satisfaction and
reliability and safety performance.  The companies are required
to report annually concerning their performance as to each
measure and would be subject to penalties of up to two percent of
transmission and distribution revenues should performance fail to
meet the applicable benchmarks.  On the same date, NSTAR Electric
and NSTAR Gas also filed with the MDTE a report concerning their
performance on the identified service quality measures for the
two twelve month periods ended August 31, 2000 and 2001.  This
report included a calculation of penalties in accordance with
MDTE guidelines whereby penalties were calculated relating
primarily to Boston Edison electric system reliability
performance for the summer of 2001 totaling approximately $3.9
million.  NSTAR disputes the legal applicability of penalties for
these performance periods; however proposed in settlement of this
matter to provide credits to Boston Edison customers totaling
$3.9 million, offset in part by other payments to Boston Edison
customers, which have totaled approximately $1.1 million to date,
relating to summer 2001 electric service outages.

Also on October 29, 2001, NSTAR Electric filed with the MDTE a
comprehensive report regarding electric system performance issues
experienced during the summer of 2001.  The filing included
detailed analyses of factors affecting performance, as well as,
the companies' plans to address issues identified.  The MDTE has
also requested similar filings from other Massachusetts electric
distribution companies and has stated that they intend to hold
public hearings and adjudicatory hearings concerning each such
filing.  NSTAR is unable to estimate its ultimate liability for
future costs as a result of such proceeding.  However, in view of
NSTAR's current assessment of its electric distribution system
performance responsibilities, existing legal requirements and
regulatory policies, management does not believe that these
matters will have a material adverse effect on NSTAR's
consolidated financial position or results of operations for a
reporting period.

4. Other Litigation

In the normal course of its business, NSTAR and its subsidiaries
are also involved in certain other legal matters.  Management is
unable to fully determine a range of reasonably possible legal
costs in excess of amounts accrued.  Based on the information
currently available, it does not believe that it is probable that
any such additional costs will have a material impact on its
consolidated financial position.

J)  Segment and Related Information

For the purpose of providing segment information, NSTAR's
principal operating segments, or its traditional core businesses,
are the electric and natural gas utilities that provide energy
delivery services in over 100 cities and towns in Massachusetts.
NSTAR subsidiaries also supply electricity at wholesale to
municipalities.  The non-utility operating segments engage in
business activities that include telecommunications, district
heating and cooling operations, and a liquefied natural gas
service.
<TABLE>
<CAPTION>
Financial data for the operating segments are as follows:
<S>                          <C>            <C>         <C>           <C>
(in thousands)                Utility Operations         Non-utility   Consolidated
                              Electric         Gas        Operations      Total
Three months ended -

September 30, 2001
Operating revenues            $   822,475    $ 41,014    $  27,259      $  890,748
Segment net income (loss)     $    81,122    $ (4,908)   $  (7,578)     $   68,636
September 30, 2000
Operating revenues            $   608,391    $ 47,641    $  53,487      $  709,519
Segment net income (loss)     $    79,447    $ (4,144)   $  (9,017)     $   66,286

Nine months ended -

September 30, 2001
Operating revenues            $ 2,099,292    $303,822    $  84,729      $2,487,843
Segment net income (loss)     $   151,113    $ 10,505    $(187,528)     $  (25,910)
September 30, 2000
Operating revenues            $ 1,666,384    $242,050    $  89,797      $1,998,231
Segment net income (loss)     $   135,956    $ 13,900    $ (13,543)     $  136,313

Total assets
September 30, 2001            $ 4,615,914    $497,478    $ 356,514      $5,469,906
December 31, 2000             $ 4,529,014    $534,430    $ 484,271      $5,547,715
</TABLE>

Item 2.  Management's Discussion and Analysis

NSTAR is an energy delivery company serving approximately 1.3
million customers in Massachusetts including more than one
million electric customers in 81 communities and 244,000 gas
customers in 51 communities.  NSTAR's retail utility subsidiaries
are Boston Edison Company (Boston Edison), Commonwealth Electric
Company (ComElectric), Cambridge Electric Light Company
(Cambridge Electric) and NSTAR Gas Company (NSTAR Gas).  Its
wholesale electric subsidiary is Canal Electric Company (Canal
Electric).  NSTAR's three retail electric companies operate under
the brand name "NSTAR Electric."  Reference in this report to
"NSTAR Electric" shall mean each of Boston Edison, ComElectric
and Cambridge Electric.  NSTAR's non-utility operations include
telecommunications - NSTAR Communications, Inc. (NSTAR Com),
district heating and cooling operations (Advanced Energy Systems,
Inc. and NSTAR Steam Corporation) and a liquefied natural gas
service (Hopkinton LNG Corp.).

The electric and natural gas industries have continued to change
in response to legislative, regulatory and marketplace demands
for improved customer service at lower prices.  These demands
have resulted in an increasing trend in the industry to seek
competitive advantages and other benefits through business
combinations.  NSTAR was created to operate in this new
marketplace by combining the resources of its utility
subsidiaries and concentrating its activities in the transmission
and distribution of energy.

The results of operations for the periods ended September 30,
2001 and 2000 are not indicative of the results that may be
expected for an entire year.  Kilowatt-hour sales and revenues
are typically higher in the winter and summer than in the spring
and fall, as sales tend to vary with weather conditions.  Higher
usage levels during the summer period, combined with Boston
Edison's higher summer period seasonal rates, have had a
significant impact on the results of operations for this period.
In general, during periods of high demand, the impact on revenues
and expenses can be significant when combined with higher
seasonal demand rates.  Gas sales and revenues are typically
higher in the winter months than during other periods of the
year.

NSTAR Electric experienced a new single hour peak load on August
9, 2001 of 4,527 megawatts (MW) that exceeded the prior peak load
of 4,174 MW by 8.5% experienced in 1999.

Generating Assets Divestiture

On October 26, 2000, the MDTE approved the filing made by
Cambridge Electric and ComElectric (together, "the Companies")
for the partial buydown of their contract with Canal Electric for
power from the Seabrook nuclear generating facility (Seabrook
Contract).  The buydown transaction was effected by means of an
amendment to the Seabrook Contract.  In November 2000, a total of
$141.6 million of funds held by an affiliate, Energy Investment
Services, Inc. (EIS), was transferred to ComElectric and
Cambridge Electric.  EIS was established as the vehicle to invest
the net proceeds from the sale of the Companies' generation
assets.  The Companies, in turn, reduced their respective future
costs to be recovered from customers.  The Federal Energy
Regulatory Commission and the MDTE approved Canal's request to
amend the Seabrook Contract on March 6, 2001 and May 16, 2001,
respectively, to reflect the buydown effective November 1, 2000.
Canal, along with other joint-owners of Seabrook, will begin to
actively market the sale of Seabrook to other potential buyers.

Retail Electric Rates

On June 13, 2001, the MDTE approved a settlement agreement
between Cambridge Electric and the Massachusetts Institute of
Technology (MIT) involving a dispute over the customer transition
charge (CTC) assessed by Cambridge Electric to MIT.  Under the
settlement, Cambridge Electric has refunded approximately $1.7
million to MIT and MIT has withdrawn (i) its appeal at the
Massachusetts Supreme Judicial Court of the MDTE's rate order
associated with the merger of BEC Energy and COM/Energy and (ii)
its separate rate complaint at the MDTE involving the CTC.

On October 29, 2001, NSTAR Electric and NSTAR Gas filed with the
MDTE a proposed service quality plan, which replaced the plan
that had previously been filed as a part of the NSTAR merger rate
plan and which implemented guidelines that had been established
by the MDTE as a result of its generic investigation of service
quality issues.  The service quality plan would establish
performance benchmarks effective January 1, 2002 for certain
identified measures of service quality relating to customer
service and billing performance, customer satisfaction and
reliability and safety performance.  The companies are required
to report annually concerning their performance as to each
measure and would be subject to penalties of up to two percent of
transmission and distribution revenues should performance fail to
meet the applicable benchmarks.  On the same date, NSTAR Electric
and NSTAR Gas also filed with the MDTE a report concerning their
performance on the identified service quality measures for the
two twelve month periods ended August 31, 2000 and 2001.  This
report included a calculation of penalties in accordance with
MDTE guidelines whereby penalties were calculated relating
primarily to Boston Edison electric system reliability
performance for the summer of 2001 totaling approximately $3.9
million.  NSTAR disputes the legal applicability of penalties for
these performance periods; however proposed in settlement of this
matter to provide credits to Boston Edison customers totaling
$3.9 million, offset in part by other payments to Boston Edison
customers, which have totaled approximately $1.1 million to date,
relating to summer 2001 electric service outages.

Also on October 29, 2001, NSTAR Electric filed with the MDTE a
comprehensive report regarding electric system performance issues
experienced during the summer of 2001.  The filing included
detailed analyses of factors affecting performance, as well as,
the companies' plans to address issues identified.  The MDTE has
also requested similar filings from other Massachusetts electric
distribution companies and has stated that they intend to hold
public hearings and adjudicatory hearings concerning each such
filing.  NSTAR is unable to estimate its ultimate liability for
future costs as a result of such proceeding.  However, in view of
NSTAR's current assessment of its electric distribution system
performance responsibilities, existing legal requirements and
regulatory policies, management does not believe that these
matters will have a material adverse effect on NSTAR's
consolidated financial position or results of operations for a
reporting period.

The 1997 Massachusetts Electric Restructuring Act (Restructuring
Act) requires electric distribution companies to obtain and
resell power to retail customers who choose not to buy energy
from a competitive energy supplier through either standard offer
service or default service.  As a result of the Restructuring
Act, standard offer customers of the retail electric subsidiaries
of NSTAR currently pay rates that are 15% lower, on an inflation-
adjusted basis, than rates in effect prior to March 1, 1998, the
retail access date.  All distribution customers must pay a
transition charge as a component of their rate.

From March 1, 1998, NSTAR Electric's accumulated cost to provide
default and standard offer service was in excess of the revenues
it was allowed to bill.  As a result, NSTAR recorded a regulatory
asset of approximately $242.7 million at December 31, 2000 that
is reflected as a component of Current assets on the accompanying
Condensed Consolidated Balance Sheets.  As a result of new rates
for standard offer and default service that became effective
January 1 and July 1, 2001, the regulatory asset has declined to
$126 million as of September 30, 2001.

The retail electric subsidiaries of NSTAR must, on an annual
basis, file a forecast reconciliation of their rates for the
upcoming year along with any proposed adjustments of prior year
revenues and costs for standard offer, default service,
transmission and transition charges.  The MDTE will, in the
ordinary course, approve rates for the coming year before the
current year-end to allow the new rates to become effective the
first of January.  Subsequently, the estimates for the prior year
are trued-up to the actual amounts for that year.  The MDTE
reviews these costs and approves the amounts subject to any
required adjustments.

In November 2000, the retail electric subsidiaries of NSTAR made
filings containing proposed rate adjustments for 2001, including
a reconciliation of costs and revenues through 2000.  The MDTE
subsequently approved Tariffs for each retail electric subsidiary
effective January 1, 2001.  The filings were updated in April
2001 to include final costs for 2000, and were further updated in
July 2001 to reflect the results of MDTE orders regarding prior
year reconciliation proceedings for each company.  The MDTE has
not yet ruled on the reconciliation component of each of these
filings; however on October 19, 2001, Boston Edison and the
Massachusetts Attorney General filed a proposed Settlement
Agreement with the MDTE resolving all outstanding issues in
Boston Edison's reconciliation filing.  As a part of this
settlement, Boston Edison agreed to reduce the costs sought to be
collected through the transition charge by approximately $2.9
million as compared to the amounts that were originally sought.
A reserve was established in a prior period and this settlement
will not have a material adverse effect on NSTAR's consolidated
financial position or results of operations.  Management is
unable to determine the outcome of the remaining MDTE
proceedings.  However, based upon past procedures and on
information currently available, management does not believe that
it is probable that the final MDTE approval will have a material
adverse impact on NSTAR's consolidated financial position,
results of operations and cash flows in the near term.

In addition to the annual rate filings referenced above, NSTAR
Electric also made interim filings with the MDTE concerning
charges for a standard offer fuel adjustment and for (market-
based) default service rates.  In December 2000, the MDTE
approved an increase of 1.321 cents per kilowatt-hour (kWh) in
each company's standard offer service rates for the first-half of
2001, and in June 2001, the MDTE approved an additional increase
of 1.23 cents per kWh effective July 1, 2001 based on a fuel
adjustment formula contained in its standard offer tariffs that
reflects the prices of natural gas and oil.  The MDTE has ruled
that these fuel adjustments are excluded from the 15% rate
reduction requirement under the Restructuring Act.  The MDTE will
re-examine these rates before the end of the year for changes to
take effect in January 2002.

In October 2001, the MDTE approved market-based default service
rates for each company for 2002.  Future prices for default
service are based upon market solicitations for power supply.
NSTAR has entered into power purchase agreements to meet its
entire default service supply obligations through December 31,
2002.  NSTAR Electric will continue to make market solicitations
for default service power supply consistent with provisions of
the Restructuring Act and MDTE orders.

The cost of providing standard offer and default service, which
includes purchased power costs, is recovered from customers on a
fully reconciling basis.

Long-Term Power Purchase Contracts

NSTAR Electric has existing long-term power purchase agreements
(PPAs).  These long-term contracts are expected to supply
approximately 90%-95% of its year 2001 standard offer service
obligations.  NSTAR Electric has entered into shorter-term
agreements to meet the remaining standard offer service
obligation.  Resulting from a July 2001 request for proposals for
standard offer and wholesale service requirements in excess of
that provided by its PPAs, NSTAR Electric entered into a letter
agreement in September 2001 for service commencing January 1,
2002 for a term of one year.

Natural Gas Industry Restructuring and Rates

Effective November 1, 2000, the MDTE approved regulations that
provide for full customer choice to LDCs (local distribution
companies) such as NSTAR Gas.  NSTAR Gas has modified its
billing, customer and gas supply systems to accommodate full
retail choice.  The MDTE previously had approved the compliance
process submitted by NSTAR Gas and other LDCs that implement the
unbundling of retail gas services to all customers.  Among the
important provisions are: setting the LDC as the default service
provider, certification of competitive suppliers/marketers,
extension of the MDTE's consumer protection rules to residential
customers taking competitive service, requirement for LDCs to
provide suppliers/marketers with customer usage data, and
requirement for suppliers/marketers to disclose service terms to
potential customers.  The MDTE has also ruled on requiring the
mandatory assignment of the LDC's upstream pipeline and storage
capacity and downstream peaking capacity to customers who elect a
competitive gas supply during a three-year transition period.
This eliminates potential stranded cost exposure for the LDCs
until they are relieved from their responsibility as suppliers of
last resort and the establishment of a "workably competitive"
interstate pipeline capacity market.  Gas restructuring is not
likely to have a significant financial impact on LDCs.

NSTAR Gas' tariffs include a seasonal Cost of Gas Adjustment
Clause (CGAC) and a Local Distribution Adjustment Clause (LDAC).
The CGAC provides for the recovery of all gas supply costs from
firm sales customers or default service customers.  The LDAC
provides for the recovery of certain costs applicable to both
sales and transportation customers.  The CGAC is filed semi-
annually for approval by the MDTE.  The LDAC is filed annually
for approval.

NSTAR Gas' sales are positively impacted by colder weather
because a substantial portion of its customer base uses natural
gas for space heating purposes.

In December 2000 and in a revised filing in January 2001, NSTAR
Gas filed for interim increases to its CGAC for the period
February through April 2001 in order to recover significant
increases in the costs to buy natural gas supplies.  These
filings were made to ensure that prices to customers are set at
levels that recover all incurred costs in order to avoid the
accumulation of significant under-recoveries that would impair
NSTAR Gas' ability to serve its customers.  On January 31, 2001,
the MDTE approved an adjustment to increase the CGAC factor to
$1.1123 per therm from the prior factor of $0.7608 per therm.
Subsequently, on February 28, 2001, as a result of a decline in
wholesale natural gas prices, NSTAR Gas received approval from
the MDTE to reduce the factor per therm to $0.9372 effective
March 1, 2001, and in conjunction with its semi-annual filing
made on March 15, 2001, NSTAR Gas proposed a CGAC factor of
$0.7754 per therm for the period commencing May 1, 2001 through
October 31, 2001.  This factor, approved by the MDTE, included
the collection in the summer period of a portion of the coming
winter's gas costs in order to reduce cost deferrals that were
projected for the end of October 2001.  On September 12, 2001 in
its semi-annual filing, NSTAR Gas proposed a CGAC factor of
$0.526 per therm for the period commencing November 1, 2001
through April 30, 2002.  This factor reflected the continuing
decline in wholesale natural gas prices and was set to recover
outstanding deferral balances.  The factor was approved by the
MDTE on October 31, 2001.

Results of Operations - Three Months Ended September 30, 2001 vs.
Three Months Ended September 30, 2000
<TABLE>
<CAPTION>
Earnings per common share were as follows:

                          Three Months Ended September 30,
                            2001       2000     % Change
 <S>                      <C>        <C>        <C>
 Basic                      $1.27     $1.21        5%
 Diluted                    $1.26     $1.20        5%
</TABLE>

Earnings were $67.1 million, or $1.27 and $1.26 per basic and
diluted common share, respectively, for the third quarter of 2001
compared to $64.8 million, or $1.21 and $1.20 per basic and
diluted common share, respectively, in the same period of 2000.
Factors that contributed to the $2.3 million improvement in
earnings include an increase of 4.2% in retail electric sales and
a reduction in other interest charges resulting from a
reconciliation of certain regulatory deferrals that resulted in
additional regulatory interest expense recorded in 2000.  These
factors were partially offset by an increase in operations and
maintenance expenses of approximately $6.2 million and a
reduction in mitigation incentives revenues.  Firm gas energy
sales were at approximately the same level as in the three-month
period of the prior year.

Earnings per common share for the third quarter of 2001 reflect a
lower level of common shares outstanding resulting from the
repurchase of approximately 1.5 million shares completed in the
third quarter of 2000 that had a positive impact of approximately
two cents per share.  The results of operations for the three-
month period ended September 30, 2001 are not indicative of the
results that may be expected for the entire year due to the
seasonality of electric and gas sales and revenues.  Refer to
Note B to the Unaudited Condensed Consolidated Financial
Statements.

Operating revenues
<TABLE>
<CAPTION>
Operating revenues increased 26% during the third quarter of 2001
as follows:
<S>                                             <C>
  (in thousands)
  Retail electric revenues                         $ 169,380
  Wholesale electric revenues                          2,474
  Gas revenues                                          (576)
  Other revenues                                       9,951
    Increase in operating revenues                 $ 181,229
</TABLE>

Retail electric revenues were $771.1 million in the third quarter
of 2001 compared to $601.8 million in the same period of 2000, an
increase of $169.3 million, or 28%.  The change in retail
revenues includes a 4.2% increase in retail kWh sales, higher
rates implemented in January and July 2001 for standard offer and
default services ($177.2 million), a net increase in distribution
revenue of $4.9 million and transmission revenues of $18.1
million.  Included in the change in net distribution revenues is
a decrease in incentive revenue entitlements of $20.6 million
that Boston Edison receives for successfully lowering transition
charges.  During 2000, Boston Edison recognized mitigation
incentive revenues related to 1998 and 1999.  The increase in
NSTAR's retail revenues related to standard offer and default
services are fully reconciled to the costs incurred and have no
impact on net income.  The current quarter's 4.2% increase in
retail kWh sales primarily reflects growth in the residential and
commercial sectors of 7.2% and 3.7%, respectively.  NSTAR
Electric's sales to residential and commercial customers were
approximately 30% and 59%, respectively, of its total retail
sales mix for the current three-month period.

Wholesale electric revenues were $24.4 million in the third
quarter of 2001 compared to $21.9 million in the same period of
2000, an increase of $2.5 million, or 11%, due primarily to
settlement amounts received from Pilgrim contract customers.

Gas revenues were $41.4 million in the third quarter of 2001
compared to $41.9 million in the same period of 2000, a decrease
of $0.5 million, or 1%.  The slight decline in revenues is
primarily attributable to the 19.5% decrease in firm sales and
transportation services primarily due to the economic slowdown in
the commercial and industrial sectors and the lower cost of gas
supply recoveries.  NSTAR Gas' firm sales and transportation
services to residential and combined commercial and industrial
customers were approximately 35% and 62%, respectively, of total
firm sales and transportation services in the current quarter.

Other revenues were $53.8 million in the third quarter of 2001
compared to $43.9 million in the same period of 2000, an increase
of $9.9 million, or 23%.  This increase primarily reflects NEPOOL-
related transmission revenues and revenues realized in
conjunction with district energy operations.

Operating expenses

Purchased power costs were $499.4 million in the third quarter of
2001 compared to $309.4 million in the same period of 2000, an
increase of $190 million, or 61%.  The increase in expense
reflects higher purchased power requirements due to a 4.2%
increase in electric retail and wholesale sales, the recognition
of previously deferred purchased power costs resulting from
current year collections of these costs, partially offset by
lower wholesale electric costs.  NSTAR adjusts its electric rates
to collect the costs it actually incurs related to energy supply.
Differences between the level of revenues collected and costs
actually incurred are recorded as a regulatory asset or
liability.  Due to the rate adjustment mechanisms, changes in the
amount of energy supply expense have no impact on earnings.  The
cost of gas sold, representing NSTAR Gas' supply expense, was
$25.1 million for the third quarter of 2001 compared to $24.5
million in the same period of 2000, an increase of $0.6 million,
or 2%, primarily due to the slight increase in firm sales.  These
expenses are also fully reconciled to the current level of
revenues collected and therefore, have no impact on net income.

Operations and maintenance expense was $102.7 million in the
third quarter of 2001 compared to $96.5 million in the same
period of 2000, an increase of $6.2 million, or 6%.  This
increase reflects higher electric distribution weather-related
maintenance costs during this past summer, higher bad debt
expense of $2.5 million and higher pension costs.  These factors
were partially offset by merger-related savings.

Depreciation and amortization expense was $60.5 million in the
third quarter of 2001 compared to $67.9 million in the same
period of 2000, a decrease of $7.4 million, or 11%.  The decrease
reflects the buy-down of the Seabrook investment in November 2000
utilizing a portion of the proceeds from the sale of Canal
Electric's generating units and to a lesser extent, the write-
down of the remaining assets of a district energy facility,
partially offset by a slightly higher level of system-wide
depreciable plant in service.

Demand side management (DSM) and renewable energy programs
expense was $19.8 million in the third quarter of 2001 compared
to $23.3 million in the same period of 2000, a decrease of $3.5
million, or 15%, primarily due to the timing of expenses for
these programs.  These costs are collected from customers on a
fully reconciling basis and therefore, fluctuations in program
costs have no impact on earnings.  In addition, NSTAR earns
incentive amounts in return for increased customer participation.

Property and other taxes were $22.5 million in the third quarter
of 2001 compared to $20.1 million in the same period of 2000, an
increase in income of $2.4 million, or 12%.  The increase was due
to the fact that during 2000, Boston Edison was reimbursed for
the majority of its payments, in lieu of property taxes, to the
Town of Plymouth by Entergy.  Entergy purchased the Pilgrim
Station in 1999.

Income taxes from operations were $45.8 million in the third
quarter of 2001 compared to $41 million in the same period of
2000, an increase of $4.8 million, or 12%, reflecting higher pre-
tax operating income.

Other income (deductions)

Other deductions was $2 million in the third quarter of 2001
compared to deductions of $0.3 million in the same period of
2000, a net change of $1.7 million.  The current period primarily
reflects $3.8 million for the accrual of costs associated with a
district energy facility shutdown, partially offset by an
insurance claim settlement of $0.9 million.

Interest charges

Interest on long-term debt and transition property securitization
certificates was $39.9 million in the third quarter of 2001
compared to $38.5 million in the same period of 2000, an increase
of $1.4 million, or 4%.  The increase primarily reflects issuance
of $200 million of 8% NSTAR bonds in October 2000, offset by the
retirement of several long-term debt issues during the second
half of 2000 by Boston Edison.  The current period increase is
partially offset by a reduction of securitization certificates
interest of $0.9 million due to the scheduled partial paydown of
this debt.  Other interest expense was $5.7 million in the third
quarter of 2001 compared to $22.5 million in the same period of
2000, a decrease of $16.8 million, or 75%, primarily due to a
reconciliation of certain regulatory deferrals that resulted in
additional interest expense recorded in 2000.  The benefit of
lower interest rates is almost entirely offset by higher average
short-term borrowing levels from banks.  The increase in
borrowing is primarily the result of working capital
requirements.

Results of Operations - Nine Months Ended September 30, 2001 vs.
Nine Months Ended September 30, 2000

<TABLE>
<CAPTION>
Earnings (loss) per common share were as follows:

                             Nine Months Ended September 30,
                                  2001     2000     % Change
<S>                           <C>         <C>       <C>
 Basic
 Before one-time RCN charge     $ 2.71    $2.38        13.9
 After one-time RCN charge      $(0.57)   $2.38      (123.9)

 Diluted
 Before one-time RCN charge     $ 2.70    $2.37        13.9
 After one-time RCN charge      $(0.57)   $2.37      (124.1)
</TABLE>

Earnings were $143.6 million, or $2.71 and $2.70 per basic and
diluted common share, respectively, for the first nine months of
2001 before a one-time, non-cash, after-tax charge of $173.9
million, or $3.28 per basic share, related to NSTAR's total
investment in RCN Corporation (RCN).  Factors that contributed to
the $11.7 million, or 8.9%, improvement in earnings before the
one-time charge include an increase in retail kWh sales of 2.2%,
an increase in firm gas sales of 2.2%, lower regulatory interest
expense due to a reconciliation that resulted in additional
interest expense recorded in 2000, a decrease of approximately
2.5 million common shares outstanding and a one-time gain ($4.5
million) associated with the receipt of equity securities issued
in conjunction with the demutualization of two mutual insurance
companies that provide coverage to NSTAR subsidiaries.  These
factors were offset by a reduction in mitigation incentives
revenues of $9.6 million and the accrual of costs associated with
a district energy facility shutdown.

As previously disclosed and further discussed in this report,
NSTAR is in the process of converting its joint venture
investment in RCN into shares of RCN common stock.  NSTAR's
investment in RCN includes 4.1 million common shares that it
currently holds and 7.5 million common shares that it expects to
receive for its remaining interest in the joint venture.
Consistent with the performance of the telecommunications sector
as a whole, the market value of RCN's common shares has decreased
significantly over the past several months.  As a result, NSTAR
recognized an impairment of its investment in RCN.  NSTAR
determined that this decline in market value is "other-than-
temporary" as defined by SFAS No. 115, "Accounting for Certain
Investments in Debt and Equity Securities."  Including the impact
of this adjustment, which resulted in a one-time, non-cash, after-
tax charge of $173.9 million, NSTAR reported a loss of $30.4
million, or $0.57 per basic and diluted share, for the nine
months ended September 30, 2001, compared to earnings of $131.8
million, or $2.38 per basic share and $2.37 per diluted share,
for the same period in 2000.

Earnings per common share for the first nine months of 2001
reflect a lower level of common shares outstanding resulting from
the repurchase of 5 million shares during 2000 that had a
positive impact of approximately twelve cents per share.  The
results of operations for the nine-months ended September 30,
2001 are not indicative of the results that may be expected for
the entire year due to the seasonality of electric and gas sales
and revenues.  Refer to Note B to the Unaudited Condensed
Consolidated Financial Statements.

Operating revenues
<TABLE>
<CAPTION>
Operating revenues increased 25% during the first nine months of
2001 as follows:
<S>                                              <C>
  (in thousands)
  Retail electric revenues                         $ 387,840
  Wholesale electric revenues                          8,337
  Gas revenues                                        69,023
  Other revenues                                      24,412
    Increase in operating revenues                 $ 489,612
</TABLE>

Retail electric revenues were $1,949.7 million in the first nine
months of 2001 compared to $1,561.9 million in the same period of
2000, an increase of $387.8 million, or 25%.  The change in
retail revenues includes a 2.2% increase in retail kWh sales,
higher rates implemented in January and July 2001 for standard
offer ($176.6 million) and default services ($214.1 million),
increases in net distribution revenues of $5.5 million and
transmission revenues of $39.6 million and the absence in the
current period of a $31 million fuel charge refund to customers
in the same period last year.  These revenue increases were
partially offset by the recognition in 2000, of earned mitigation
incentives related to prior periods.  The change in mitigation
incentive revenue entitlements amounted to $9.6 million. Theses
incentives are allowed for successfully lowering certain
transition charges.  The increase in NSTAR's retail revenues
related to standard offer and default services are fully
reconciled to the costs incurred and have no impact on net
income.  The 2.2% increase in year-to-date retail kWh sales
primarily reflects growth in the residential and commercial
sectors of 4% and 2.5%, respectively.  NSTAR Electric's sales to
retail residential and commercial customers were approximately
30% and 58%, respectively, of its total retail sales mix for the
current nine-month period.

Wholesale electric revenues were $69.6 million in the first nine
months of 2001 compared to $61.3 million in the same period of
2000, an increase of $8.3 million, or 14%.  This increase in
wholesale revenues primarily reflects increased demand from a
public transit authority and municipal contracts.

Gas revenues were $304.8 million in the first nine months of 2001
compared to $235.8 million in the same period of 2000 an increase
of $69 million, or 29%.  The increase in revenues is primarily
attributable to recovery of prior period gas costs, partially
offset by a 1.4% decline in firm sales and transportation due to
the economic slowdown in the commercial and industrial sectors.
Heating degree days were 1.1% above the same period in 2000 and
0.3% higher than normal offsetting the decrease in firm sales and
transportation.  NSTAR Gas' firm sales to residential and
combined commercial and industrial customers were approximately
64% and 32%, respectively, of total firm sales for the current
nine-month period.

Other revenues were $163.7 million in the first nine months of
2001 compared to $139.3 million in the same period of 2000, an
increase of $24.4 million, or 18%.  This increase primarily
reflects NEPOOL-related transmission revenues and higher revenues
realized in conjunction with district energy operations.

Operating expenses

Purchased power costs were $1,292.7 million in the first nine
months of 2001 compared to $879.7 million in the same period of
2000, an increase of $413 million, or 47%.  The increase in
expense reflects higher purchased power requirements due to a
2.2% increase in retail sales, a 5.5% increase in wholesale
sales, partially offset by lower costs that reflect the prices of
natural gas and oil.  Further contributing to this increase is
the recognition of previously deferred standard offer and default
service supply cost resulting from the current year collection of
these costs.  NSTAR adjusts its electric rates to collect the
costs related to energy supply from customers on a fully
reconciling basis.  Due to the rate adjustment mechanisms,
changes in the amount of energy supply expense have no impact on
earnings.  The cost of gas sold, representing NSTAR Gas' supply
expense, was $196.9 million for the first nine months of 2001
compared to $128.2 million in the same period of 2000, an
increase of $68.7 million, or 54%, due primarily to the
recognition of previously deferred cost of gas resulting from
current year collection of these costs.  These expenses are also
fully reconciled to the current level of revenues collected.

Operations and maintenance expense was $306 million in the first
nine months of 2001 compared to $305.3 million in the same period
of 2000, an increase of $0.7 million, or 0.2%.  This slight
increase reflects electric distribution weather-related
maintenance costs, particularly during this past summer, higher
bad debt expense of $4.8 million expense and higher pension
costs.  These factors were partially offset by merger-related
savings.

Depreciation and amortization expense was $174.6 million in the
first nine months of 2001 compared to $185.8 million in the same
period of 2000, a decrease of $11.2 million, or 6%.  The decrease
reflects the buy-down of the Seabrook investment in November 2000
utilizing a portion of the proceeds from the sale of Canal
Electric's generating units and to a lesser extent, the write-
down of the remaining assets of a district energy facility,
partially offset by a slightly higher level of system-wide
depreciable plant in service.

Demand side management (DSM) and renewable energy programs
expense was $58.2 million in the first nine months of 2001
compared to $59 million in the same period of 2000, a decrease of
$0.8 million, or 1% primarily due to timing of DSM expense.
These costs are collected from customers on a fully reconciling
basis and therefore, fluctuations in program costs have no impact
on earnings.  In addition, NSTAR earns incentive amounts in
return for increased customer participation.

Property and other taxes were $72.1 million in the first nine
months of 2001 compared to $66.9 million in the same period of
2000, an increase of $5.2 million, or 8%.  The increase was due
to the fact that during 2000, Boston Edison was reimbursed for
the majority of its payments, in lieu of property taxes, to the
Town of Plymouth by Entergy.  Entergy purchased the Pilgrim
Station in 1999.

Income taxes from operations were $101.5 million in the first
nine months of 2001 compared to $90.1 million in the same period
of 2000, an increase of $11.4 million, or 13%, reflecting higher
pre-tax operating income.

Other income (deductions)

Other deductions were $172.9 million in the first nine months of
2001 compared to income of $5.6 million in the same period of
2000, a net decrease in income of $178.5 million directly
attributable to the aforementioned one-time, non-cash, after-tax
charge related to the carrying value of the RCN investment that
is discussed more fully below.

In addition, the current year includes $4.5 million of income
associated with the receipt of common stock in connection with
the demutualization of two insurance companies.  This factor was
offset by $3.8 million for the accrual of costs associated with a
district energy facility shutdown and an insurance claim
settlement of $0.9 million.  In 2000, Other income included $2
million in settlement for a prior period billing matter, the
impact of the RCN joint-venture losses of approximately $5.6
million, and the recognition of $4.5 million of interest income
from a former wholesale contract customer associated with the
Pilgrim contract buyout.

Interest charges

Interest on long-term debt and transition property securitization
certificates was $120.3 million in the first nine months of 2001
compared to $114.4 million in the same period of 2000, an
increase of $5.9 million, or 5%.  The increase reflects the
issuance of $300 million and $200 million of 8% NSTAR bonds in
February and October of 2000, respectively, offset somewhat by
the retirement of $199 million in Boston Edison debt throughout
2000.  The current period reflects a reduction of securitization
certificates interest of $3.1 million due to the partial
retirement of this debt.  Other interest expense decreased $19.1
million, or 47%, primarily due to a reconciliation of certain
regulatory deferrals in conjunction with a MDTE reconciliation
that resulted in a partial reversal of prior period expense,
lower interest rates, offset by higher short-term borrowing
levels from banks.  The increase in borrowing is primarily the
result of working capital requirements.

RCN Joint Venture and Investment Conversion

NSTAR Com is a participant in a telecommunications venture with
RCN Telecom Services, Inc. of Massachusetts, a subsidiary of RCN
Corporation (RCN).  NSTAR Com has accounted for its equity
investment in the joint venture using the equity method of
accounting.  As part of the Joint Venture Agreement, NSTAR Com
has the option to exchange portions of its joint venture interest
for common shares of RCN at specified periods.  To date, NSTAR
Com has received approximately 4.1 million shares of RCN common
shares from prior exchanges of its joint venture interest.

On April 6, 2000, NSTAR Com issued its third and final notice to
exchange substantially all of its remaining interest in the joint
venture into common shares of RCN.  Effective with the third
notice, NSTAR Com's profit and loss sharing ratio was reduced to
zero.  Therefore, NSTAR Com no longer recognized any results of
operations of the joint venture.  During the period January 1,
2000 through April 6, 2000, NSTAR Com recognized $5.6 million in
equity losses from the joint venture and has not recorded any
further joint venture losses since that date.

On October 18, 2000, NSTAR Com and RCN signed an agreement in
principle to amend the Joint Venture Agreement.  Among other
items, this proposal settled the number of shares to be received
for the third conversion of NSTAR Com's remaining equity
investment at 7.5 million shares.  Management anticipates having
a final amended Joint Venture Agreement in place by the end of
2001.

As previously disclosed, management continues to evaluate the
carrying value of its entire investment in RCN.  Consistent with
the performance of the telecommunications sector as a whole, the
market value of RCN's common shares has decreased significantly
over the past several quarters.  Management has determined that
this decline in market value is "other-then-temporary" in
accordance with the SFAS No. 115, "Accounting for Certain
Investments in Debt and Equity Securities."

In addition, during the first quarter of 2001, the status of the
amendment to the Joint Venture Agreement with RCN regarding the
7.5 million shares, led management to determine that its
investment in the joint venture was also impaired based on future
market expectations for RCN common shares related to this
investment.

Therefore, NSTAR Com, recognized an impairment of its entire
investment in RCN in the first quarter of 2001.  This write-down
resulted in an one-time, non-cash, after-tax charge of $173.9
million that is reported on the accompanying Condensed
Consolidated Statements of Income as "Write-down of RCN
Investment, net."

The RCN shares received, as well as the remaining interest in the
joint venture related to the pending 7.5 million shares, are
included in Other investments on the accompanying Condensed
Consolidated Balance Sheets at their estimated fair value of
approximately $41.2 million at September 30, 2001.  The fair
value of the shares currently held may increase or decrease, at
any time, as a result of changes in the market value of RCN
common shares.  The unrealized gain or loss associated with
shares currently held will fluctuate due to the changes in fair
value of these shares during each period and is reflected, net of
associated income taxes, as a component of Other comprehensive
income, net on the accompanying Condensed Consolidated Statements
of Comprehensive Income (Loss).  The cumulative increase or
decrease in fair value of these shares as of September 30, 2001
reflect the change since the write-down of these shares as a
component of Accumulated other comprehensive income (loss) on the
accompanying Condensed Consolidated Balance Sheets.  Management
will continue to evaluate the carrying value of its investment in
RCN.

At September 30, 2001 and December 31, 2000, NSTAR Com had $5.1
million and $47.9 million, respectively, in accounts receivable
due from the joint venture.  This is primarily the result of
construction performed on behalf of the joint venture.

Other Investments

In the second quarter of 2001, NSTAR completed its determination
of the accounting for equity securities it previously received in
connection with the demutualization of John Hancock Mutual Life
Insurance Company and Metropolitan Life Insurance Company.  NSTAR
and its subsidiaries, as policyholders, received an appropriate
distribution of common stock of each company.  As a result, NSTAR
recognized $4.5 million of other income on these transactions.

These securities are currently available for sale and are
included in Other investments on the accompanying Condensed
Consolidated Balance Sheets.  The value of these common shares
was adjusted to reflect market values as of September 30, 2001.
The unrealized gain or loss associated with these shares will
fluctuate due to changes in current market values and is
reflected net of applicable income taxes and is included as a
component of Comprehensive income (loss) on the accompanying
Condensed Consolidated Statements of Comprehensive Income (Loss).
The cumulative increase or decrease in fair value of these shares
as of September 30, 2001 is reflected as a component of
Accumulated other comprehensive income (loss) on the accompanying
Condensed Consolidated Balance Sheets.
Liquidity

NSTAR and its subsidiaries supplement internally generated funds
as needed, primarily through the issuance of short-term
commercial paper and bank borrowings.

In February and October 2000, NSTAR issued $300 million and $200
million, respectively, 8% notes, due February 2010, of long-term
debt related to a $500 million shelf registration.  Proceeds from
these issues were used to reduce short-term borrowings.  These
increases in long-term debt were partially offset in 2000 by $199
million in long-term debt retirements, consisting of Boston
Edison debenture redemptions of $65 million (6.8% Series) in
February, $34 million (9.875% Series) in June and $100 million
(6.05% Series) in August.

NSTAR has a $450 million revolving credit agreement with a group
of banks effective through November 2002.  At September 30, 2001
and December 31, 2000, there were no amounts outstanding under
this revolving credit agreement.  Also, NSTAR has a $450 million
commercial paper program.  At September 30, 2001 and December 31,
2000, NSTAR had $349 million and $252 million outstanding,
respectively, under its commercial paper program.

On June 15, 2001, Boston Edison notified the holders of its 9
3/8% Series Debentures, due August 15, 2021, that the entire
principal amount of these notes (approximately $24.3 million)
would be called for redemption on August 15, 2001.  The
retirement of this series was funded with internally-generated
funds.

Boston Edison has approval from the FERC to issue up to $350
million of short-term debt.  Boston Edison has a $200 million
revolving credit agreement with a group of banks effective
through December 2001.  As of September 30, 2001 and December 31,
2000, there were no amounts outstanding under this revolving
credit agreement.  In addition, Boston Edison also has a $100
million line of credit.  Both of these arrangements serve as back-
up to Boston Edison's $300 million commercial paper program that,
as of September 30, 2001 and December 31, 2000, had outstanding
$160.5 million and $97 million, respectively.  Separately, Boston
Edison, effective July 20, 2001, has an additional $50 million
line of credit.

Boston Edison has approval from the MDTE to issue from time to
time up to $500 million of debt securities through 2002.
Proceeds from such issuances covered under this approved
financing will be used for repayment or refinancing of certain
outstanding equity securities, long-term indebtedness, and for
other corporate purposes.  On February 20, 2001, Boston Edison
filed a registration statement on Form S-3 with the Securities
and Exchange Commission (SEC), using a shelf registration
process, to issue up to $500 million in debt securities.  The SEC
declared the registration statement effective on February 28,
2001.  When issued, Boston Edison will use the proceeds to pay at
maturity long-term debt and equity securities, refinance short-
term debt and for other corporate purposes.

In addition, ComElectric, Cambridge Electric and NSTAR Gas,
collectively, have $195 million available under several lines of
credit.  Approximately $134.6 million and $120 million was
outstanding under these lines of credit as of September 30, 2001
and December 31, 2000, respectively.

NSTAR's goal is to maintain a capital structure that preserves an
appropriate balance between debt and equity.  Management believes
its liquidity and capital resources are sufficient to meet its
current and projected requirements.

New Accounting Standards

In July 2001, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standard (SFAS) No. 142,
"Goodwill and Other Intangible Assets" (SFAS 142).  This
Statement, which is effective for fiscal years beginning after
December 15, 2001, establishes accounting and reporting standards
for acquired goodwill and other indefinite lived intangible
assets.  It prohibits entities from continuing amortization of
these assets.  Instead, goodwill and other intangible assets will
be subject to review for impairment.  Management is currently
assessing the impact of SFAS 142 in light of its regulatory and
accounting requirements.  Therefore, NSTAR is unable to
reasonably estimate the impact of the adoption of this Statement.

On July 5, 2001, the FASB issued SFAS No. 143, "Accounting for
Asset Retirement Obligations" (SFAS 143).  This Statement, which
is effective for fiscal years beginning after June 15, 2002,
establishes accounting and reporting for obligations associated
with the retirement of tangible long-lived assets and the
associated asset retirement costs.  It applies to legal
obligations associated with the retirement of long-lived assets
that result from the acquisition, construction, development and
(or) the normal operation of a long-lived asset, except for
certain obligations of lessees.  This standard requires entities
to record the fair value of a liability for an asset retirement
obligation in the period in which it is incurred.  When the
liability is initially recorded, the entity capitalizes a cost by
increasing the carrying amount of the related long-lived asset.
Over time, the liability is accreted to its present value each
period, and the capitalized cost is depreciated over the useful
life of the related asset.  Upon settlement of the liability, an
entity either settles the obligation for its recorded amount or
incurs a gain or loss upon settlement.  Management is also
currently assessing the impact of SFAS 143 in light of its
regulatory and accounting requirements.  Therefore, NSTAR is
unable to reasonably estimate the impact of the adoption of this
Statement.

As of January 1, 2001, NSTAR adopted the FASB SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities"
(SFAS 133), as amended by Statements of Financial Accounting
Standards No. 137 and 138, and collectively referred to as SFAS
133.  SFAS 133 established accounting and reporting standards
requiring that every derivative instrument (including certain
derivative instruments embedded in contracts possibly including
fixed-price fuel supply and power contracts) be recorded on the
Consolidated Balance Sheets as either an asset or liability
measured at its fair value.

The management of NSTAR has assessed the impact of the adoption
of SFAS 133.  As part of this assessment, NSTAR formed an
implementation team in 2000 consisting of key individuals from
various operational and financial areas of the organization.  The
primary role of this team was to inventory and determine the
impact of potential contractual arrangements for SFAS 133
application.  The implementation team has performed extensive
reviews of critical operating areas of NSTAR and has documented
its procedures in applying the requirements of SFAS 133 to
NSTAR's contractual arrangements in effect on January 1, 2001.
Based on NSTAR's assessment to date, the adoption of SFAS 133 has
not had a material adverse effect on its results of operations,
cash flows, or financial position.

Safe harbor cautionary statement

NSTAR occasionally makes forward-looking statements such as
forecasts and projections of expected future performance or
statements of its plans and objectives.  These forward-looking
statements may be contained in filings with the SEC, press
releases and oral statements.  Actual results could potentially
differ materially from these statements.  Therefore, no
assurances can be given that the outcomes stated in such forward-
looking statements and estimates will be achieved.

The preceding sections include certain forward-looking statements
about operating results, environmental and legal issues.

The impacts of continued cost control procedures on operating
results could differ from current expectations.  The effects of
changes in economic conditions, tax rates, interest rates,
technology and the prices and availability of operating supplies
could materially affect the projected operating results.

The impacts of various environmental, legal issues, and
regulatory matters could differ from current expectations.  New
regulations or changes to existing regulations could impose
additional operating requirements or liabilities other than
expected.  The effects of changes in specific hazardous waste
site conditions and cleanup technology could affect estimated
cleanup liabilities.  The impacts of changes in available
information and circumstances regarding legal issues could affect
estimated litigation costs.


Part II - Other Information

Item 3.  Quantitative and Qualitative Disclosures about Market
Risk

There have been no material changes since year-end.

Item 4. Submission of Matters to a Vote of Security Holders.

None

Item 5. Other Information

None
<TABLE>
<CAPTION>
Item 6.  Exhibits and Reports on Form 8-K
<S><C><C>      <C> <C>
a)  Exhibits filed herewith and incorporated by reference:
      Exhibit 4  -  Instruments defining the rights of security
                    holders, including indentures

                    Management agrees to furnish to the Securities
                    and Exchange Commission, upon request, a copy
                    of any agreements or instruments defining the
                    rights of holders of any long-term debt whose
                    authorization does not exceed 10% of total
                    assets.

      Exhibit 15  - Letter re unaudited interim financial information

            15.1  - Report of Independent Accountants

      Exhibit 99  - Additional exhibits

            99.1  - Letter of Independent Accountants

                    Form S-4 Registration Statement filed by NSTAR
                    on May 12, 1999 (Filed No. 333-78285); Post-
                    effective Amendment to Form S-4 on form S-3
                    filed by NSTAR on August 19, 1999 (File No.
                    333-78285); Post-effective Amendment to form S-
                    4 on Form S-8 filed by NSTAR on August 19,
                    1999 (Filed No. 333-78285); Form S-8
                    Registration Statement filed by NSTAR on
                    August 19, 1999 (File No. 333-85559).

b)  No Form 8-K was filed during the third quarter of 2001.
</TABLE>


                            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 thereunto duly authorized.


<TABLE>
<CAPTION>
<S>                             <C>

                                                 NSTAR
                                             (Registrant)



Date: November 14, 2001               /s/ ROBERT J. WEAFER, JR.
                                      Robert J. Weafer, Jr.
                                      Vice President, Controller
                                      and Chief Accounting Officer
</TABLE>