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 March 31, 2003


                               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>
<CAPTION>
<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


Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act). Yes x  No

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
<S>                               <C>
              Class                  Outstanding at May 8, 2003
   Common Shares, $1 par value            53,032,546 shares
</TABLE>

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

        Form 10-Q - Quarterly Period Ended March 31, 2003

                              Index

Part I. Financial Information                             Page(s) No.

  Item 1.    Financial Statements -

             Condensed Consolidated Statements of Income         3

             Condensed Consolidated Statements of
               Comprehensive Income                              4

             Condensed Consolidated Statements of
               Retained Earnings                                 4

             Condensed Consolidated Balance Sheets             5 - 6

             Condensed Consolidated Statements of Cash Flows     7

             Notes to Condensed Consolidated
               Financial Statements                            8 - 17

  Item 2.    Management's Discussion and Analysis of
               Financial Condition and Results of Operations  17 - 28

  Item 3.    Quantitative and Qualitative Disclosure
               about Market Risk                                28

  Item 4.    Controls and Procedures                          28 - 29

Part II. Other Information

  Item 1.    Legal Proceedings                                  29

  Item 4.    Submission of Matters to a Vote of
               Security Holders                               29 - 30

  Item 6.    Exhibits and Reports on Form 8-K                    30

  Signature                                                      31

  Sarbanes-Oxley Act Section 302(a) Certification Statements   32 - 33
</TABLE>
               ___________________________________


                Important Shareholder Information

NSTAR files its Forms 10-K, 10-Q and 8-K reports, proxy statements
and other information with the Securities and Exchange Commission
(SEC).  You may access materials NSTAR has filed with the SEC on
the SEC's website at www.sec.gov.  In addition, certain of NSTAR's
SEC filings can be accessed free of charge on NSTAR's website
at www.nstaronline.com.  Copies of NSTAR's filings may also be
obtained by writing or calling NSTAR's Investor Relations
Department at the address or phone number on the cover of this
Form 10-Q.

Part I - Financial Information
Item 1.  Financial Statements
<TABLE>
<CAPTION>
                              NSTAR
           Condensed Consolidated Statements of Income
                           (Unaudited)
              (in thousands, except per share data)
 <S>                                         <C>          <C>
                                          Three Months Ended March 31,
                                                    2003         2002
Operating revenues                             $ 763,555    $ 705,228

Operating expenses:
  Purchased power and cost of gas sold           434,239      395,694
  Operations and maintenance                     109,924      106,253
  Depreciation and amortization                   62,144       60,625
  Demand side management and renewable energy
     programs                                     16,870       16,425
  Property and other taxes                        26,379       27,049
  Income taxes                                    28,522       22,467
    Total operating expenses                     678,078      628,513

Operating income                                  85,477       76,715

Other income (deductions):
  Other income, net                                1,056        1,533
  Other deductions, net                             (617)          (9)
    Total other income, net                          439        1,524

Interest charges:
  Long-term debt                                  31,779       28,022
  Transition property securitization               8,684        9,805
  Short-term debt and other interest               3,913        5,897
  Allowance for borrowed funds used during
    construction (AFUDC)                          (1,288)        (279)
    Total interest charges                        43,088       43,445

Net income                                        42,828       34,794
Preferred stock dividends of subsidiary              490          490
Earnings available for common shareholders     $  42,338    $  34,304
                                               =========    =========
Weighted average common shares outstanding:
    Basic                                         53,033       53,033
                                                  ======       ======
    Diluted                                       53,312       53,256
                                                  ======       ======
Earnings per common share:
    Basic                                      $    0.80    $    0.65
                                               =========    =========
    Diluted                                    $    0.79    $    0.64
                                               =========    =========
Dividends declared per common share            $    0.54    $    0.53
                                               =========    =========

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

<TABLE>
<CAPTION>
                              NSTAR
    Condensed Consolidated Statements of Comprehensive Income
                           (Unaudited)
                         (in thousands)
<S>                                          <C>          <C>
                                           Three Months Ended March 31,
                                                     2003          2002

Net income                                      $  42,828     $  34,794

Other comprehensive income (loss), net:
  Unrealized gain (loss) on investments             2,203        (6,715)
  Reclassification adjustment for gain included
     in net income                                      -        (1,823)
  Deferred income taxes                                 -         3,139
Comprehensive income                            $  45,031     $  29,395
                                                =========     =========


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)
<S>                                          <C>          <C>
                                         Three Months Ended March 31,
                                                   2003          2002

Balance at the beginning of the period        $ 382,886     $ 334,138

Add:
  Net income                                     42,828        34,794
    Subtotal                                    425,714       368,932

Deduct:
Dividends declared:
  Common shares                                  28,638        28,107
  Preferred stock                                   490           490
    Subtotal                                     29,128        28,597
Balance at the end of the period              $ 396,586     $ 340,335
                                              =========     =========


The accompanying notes are an integral part of the condensed
consolidated financial statements.
</TABLE>
<TABLE>
<CAPTION>
                              NSTAR
              Condensed Consolidated Balance Sheets

                         (in thousands)
<S>                                      <C>             <C>
                                             (Unaudited)
                                              March 31,   December 31,
                                                   2003           2002
Assets

Utility plant in service, at original cost   $ 4,105,652   $ 4,090,843
  Less: accumulated depreciation               1,334,488     1,309,270
                                               2,771,164     2,781,573
Construction work in progress                     87,573        66,047
  Net utility plant                            2,858,737     2,847,620

Non-utility property, net                        137,982       129,918

Goodwill                                         448,311       451,374
Equity and other investments                      74,752        52,236

Current assets:
  Cash and cash equivalents                       27,105        53,438
  Restricted cash                                 35,052        33,899
  Accounts receivable, net and accrued
    unbilled revenues                            389,810       345,848
  Inventory, at average cost                      37,544        58,555
  Other                                           11,652        14,886
    Total current assets                         501,163       506,626

Deferred debits:
  Regulatory assets - other                      901,303       875,038
  Regulatory asset - power contracts             582,935       701,084
  Regulatory asset - pension costs               431,379       425,755
  Other                                           93,785       133,624
                                               2,009,402     2,135,501

  Total assets                               $ 6,030,347   $ 6,123,275
                                             ===========   ===========

The accompanying notes are an integral part of the condensed
consolidated financial statements.

</TABLE>

<TABLE>
<CAPTION>
                              NSTAR
              Condensed Consolidated Balance Sheets

                         (in thousands)
<S>                                         <C>           <C>
                                               (Unaudited)
                                                 March 31,   December 31,
                                                      2003          2002
Capitalization and Liabilities

Common equity:
  Common shares, par value $1 per share
    (100,000,000 shares authorized;
    53,032,546 shares issued and outstanding)  $    53,033   $    53,033
  Premium on common shares                         871,382       870,877
  Retained earnings                                396,586       382,886
  Accumulated other comprehensive loss              (5,287)       (7,491)
    Total common equity                          1,315,714     1,299,305

Cumulative non-mandatory redeemable
  preferred stock of subsidiary                     43,000        43,000

Long-term debt                                   1,793,792     1,645,465
Transition property securitization                 411,081       445,890
    Total long-term debt                         2,204,873     2,091,355
    Total capitalization                         3,563,587     3,433,660

Current liabilities:
  Long-term debt                                     7,596       172,191
  Transition property securitization                58,405        40,555
  Notes payable                                    217,400       198,600
  Accounts payable                                 256,443       230,939
  Accrued expenses                                 228,604       239,160
  Deferred income taxes                             23,047         4,692
    Total current liabilities                      791,495       886,137

Deferred credits:
  Accumulated deferred income taxes and
   unamortized investment tax credits              678,827       675,881
  Power contracts                                  679,408       773,922
  Pension liability                                159,225       177,675
  Other                                            157,805       176,000
                                                 1,675,265     1,803,478

Commitments and contingencies

    Total capitalization and liabilities       $ 6,030,347   $ 6,123,275
                                               ===========   ===========



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)
<S>                                       <C>             <C>
                                             Three Months Ended March 31,
                                                      2003           2002

Operating activities:
  Net income                                     $  42,828      $  34,794
  Adjustments to reconcile net income to net
     cash provided by operating activities:
    Depreciation and amortization                   62,349         60,496
    Deferred income taxes and investment tax
       credits                                      24,101         17,885
    Allowance for borrowed funds used during
       construction                                 (1,288)          (279)
  Net changes in:
    Current assets                                 (20,870)       106,318
    Current liabilities                             33,303        (36,682)
  Net change from other operating activities       (68,260)         3,978
Net cash provided by operating activities           72,163        186,510

Investing activities:
  Plant expenditures (excluding AFUDC)             (55,031)       (85,490)
  Other investments                                    294          2,936
Net cash used in investing activities              (54,737)       (82,554)

Financing activities:
  Long-term debt redemptions                      (166,472)       (31,239)
  Transition property securitization               (16,959)       (16,040)
  Net change in notes payable                      168,800        (33,547)
  Dividends paid                                   (29,128)       (28,597)
Net cash used in financing activities              (43,759)      (109,423)

Net decrease in cash and cash equivalents          (26,333)        (5,467)
Cash and cash equivalents at beginning of year      53,438         11,655
Cash and cash equivalents at end of period       $  27,105      $   6,188
                                                 =========      =========

Supplemental disclosures of cash flow information:

Cash paid during the period for:
  Interest, net of amounts capitalized           $  49,882      $  55,446
                                                 =========      =========
  Income taxes                                   $   6,519      $  21,719
                                                 =========      =========





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

      Notes to Condensed Consolidated Financial Statements
                           (Unaudited)

The accompanying Notes should be read in conjunction with Notes
to the Consolidated Financial Statements included in NSTAR's 2002
Annual Report on Form 10-K.

Note A.  Business Organization and Summary of Significant
         Accounting Policies

1.  About NSTAR

NSTAR is an energy delivery company serving approximately 1.4
million customers in Massachusetts, including approximately 1.1
million electric customers in 81 communities and 300,000 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).  NSTAR's
three retail electric companies operate under the brand name
"NSTAR Electric."  Reference in this report to "NSTAR" shall mean
the registrant NSTAR or one or more of its subsidiaries as the
context requires.  Reference in this report to "NSTAR Electric"
shall mean each of Boston Edison, ComElectric and Cambridge
Electric.  NSTAR also conducts non-utility, unregulated
operations.

2.  Basis of Consolidation and Accounting

The financial information presented as of March 31, 2003 and for
the periods ended March 31, 2003 and 2002 have been prepared from
NSTAR's books and records without audit by independent
accountants.  Financial information as of December 31, 2002 was
derived from the audited consolidated financial statements of
NSTAR, but does not include all disclosures required by
accounting principles generally accepted in the United States of
America (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 immaterial
reclassifications have been made to the prior year data to
conform with the current presentation.

The utility subsidiaries are subject to the Financial Accounting
Standards Board (FASB) Statement of Financial Accounting
Standards (SFAS) No. 71, "Accounting for the Effects of Certain
Types of Regulation" (SFAS 71).  The application of SFAS 71
results in differences in the timing of recognition of certain
expenses from that of other businesses and industries.  The
distribution business remains subject to rate-regulation and
continues to meet the criteria for application of SFAS 71.

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 three months ended March 31,
2003 and 2002 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.  Gas
sales and revenues are typically higher in the winter months than
during other periods of the year.

3.  Stock Option Plan

NSTAR applies the recognition and measurement principles of APB
Opinion No. 25, "Accounting for Stock Issued to Employees" and
related Interpretations in accounting for its stock option plan.
No stock-based employee compensation expense for option grants is
reflected in net income as all options granted under those plans
had an exercise price equal to the market value of the underlying
common stock on the date of grant.  The following table
illustrates the effect on net income and earnings per share if
NSTAR had applied the fair value recognition provisions of SFAS
No. 123, "Accounting for Stock-Based Compensation" to stock-based
employee compensation.

<TABLE>
<CAPTION>
<S>                                               <C>      <C>
                                          Three-Months Ended March 31,
(in thousands, except per share amounts)              2003       2002

Net income, as reported                            $42,828   $ 34,794

Add: Share grant incentive compensation expense
  included in reported net income, net of related
  tax effects                                          455        302
Deduct: Total share grant and stock option
  compensation expense determined under fair value
  method for all awards, net of related tax effects   (598)      (457)
Pro forma net income                              $ 42,685   $ 34,639
                                                  ========   ========
Earnings per share:
  Basic - as reported                                $0.80      $0.65
  Basic - pro forma                                  $0.80      $0.64
  Diluted - as reported                              $0.79      $0.64
  Diluted - pro forma                                $0.79      $0.64
</TABLE>

Note B.  Asset Retirement Obligations

On January 1, 2003, NSTAR adopted SFAS No. 143, "Accounting for
Asset Retirement Obligations" (SFAS 143).  This Statement
establishes accounting and reporting standards 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.  SFAS 143 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 the 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.

NSTAR has identified certain insignificant long-lived assets,
including obligations under lease and easement arrangements, and
has determined that it is legally responsible to remove such
property.

For its regulated utility businesses, NSTAR has identified legal
retirement obligations that are currently not material to its
financial statements.  The recognition of a potential asset
retirement obligation will have no impact on its earnings.  For
NSTAR's regulated utilities, which follow SFAS 71, NSTAR would
establish regulatory assets or liabilities to defer any
differences between the liabilities established for ratemaking
purposes and those recorded as required under SFAS 143.

For NSTAR's regulated utility businesses, cost of removal
(negative net salvage) is recognized as a component of
depreciation expense in accordance with approved regulatory
treatment.  Since NSTAR applies SFAS 71 to its regulated utility
businesses, it will continue to include removal costs in
depreciation expense and will quantify the removal costs included
in accumulated depreciation as regulatory liabilities in footnote
disclosure.  NSTAR estimates that as of March 31, 2003, there is
approximately $234 million of removal costs, not yet incurred,
included in accumulated depreciation.

NSTAR has identified several long-lived assets, in which it has
legal obligations to remove such property, for its non-regulated
businesses.  Based on current information and assumptions, NSTAR
recorded an increase in non-utility plant of approximately $0.6
million, an asset retirement liability of approximately $1
million and a cumulative effect of adoption after tax, reducing
net income by $0.4 million in 2003.  The cumulative effect
adjustment is recorded as part of Depreciation and amortization
expense on the accompanying Condensed Consolidated Statements of
Income.

Note C.  Investments - Available for Sale Securities

NSTAR classifies its investment in marketable securities as
available for sale.  These investments include 11.6 million
common shares of RCN Corporation (RCN).  The total carrying value
of the 11.6 million RCN common shares is included in Equity and
other investments on the accompanying Condensed Consolidated
Balance Sheets at its estimated fair value of approximately $8.3
million at March 31, 2003.  The fair value of the 11.6 million
shares held may increase or decrease as a result of changes in
the market value of RCN common shares.  As of March 31, 2003,
December 31, 2002 and March 31, 2002, the market value per share
of RCN was $0.72, $0.53 and $1.41, respectively.  The unrealized
gain or loss associated with these shares will fluctuate due to
the changes in fair value of these securities during each period
and is reflected, net of associated income taxes, as a component
of Other comprehensive income (loss), net on the accompanying
Condensed Consolidated Statements of Comprehensive Income.  The
cumulative increase or decrease in fair value of these shares
including the impact of the write-down adjustments of these
shares are included in Accumulated other comprehensive loss on
the accompanying Condensed Consolidated Balance Sheets.

Note D.  Derivative Instruments - Power Contracts

NSTAR accounts for its power contracts in accordance with SFAS
No. 133, "Accounting for Derivative Instruments and Hedging
Activities" (SFAS 133).  The accounting for derivative financial
instruments is subject to change based on the guidance received
from the Derivative Implementation Group (DIG) of FASB.  The DIG
issued No. C15, "Scope Exceptions: Normal Purchases and Normal
Sales Exception for Option-Type Contracts and Forward Contracts
in Electricity," which specifically addressed the interpretation
of clearly and closely related contracts that qualify for the
normal purchases and sales exception under SFAS 133.  The
conclusion reached by the DIG was that contracts with a pricing
mechanism that is subject to future adjustment based on a generic
index that is not specifically related to the contracted service
commodity generally would not qualify for the normal purchases
and sales exception.

NSTAR has six purchased power contracts that contain components
with pricing mechanisms that are based on a pricing index, such
as the GNP or CPI.  Although these factors are only applied to
certain ancillary pricing components of these agreements, as
required by the interpretation of DIG Issue C15, NSTAR began
recording these contracts at fair value on its Consolidated
Balance Sheets during 2002.  This action resulted in the
recognition of a liability for the fair value of the above-market
portion of these contracts at March 31, 2003 and December 31,
2002 of approximately $583 million and $701 million,
respectively, and is a component of Deferred credits - Power
contracts on the accompanying Condensed Consolidated Balance
Sheets.  This decline in above-market costs during the current
period was primarily due to an increase in wholesale energy
prices during the first quarter.  NSTAR has recorded a
corresponding regulatory asset to reflect the future recovery of
the above-market component of these contracts through its
transition charge.  Therefore, as a result of this regulatory
treatment, recording of the fair value of these contracts on
NSTAR's accompanying Condensed Consolidated Balance Sheets does
not result in an earnings impact.

Note E.  Other Utility Matters

1.  Blackstone Station

Subsequent to the end of the current quarter, on April 8, 2003,
Cambridge Electric completed the sale of the land and buildings
constituting Blackstone Station to Harvard University (Harvard)
for $14.6 million; the net proceeds from the sale were used to
reduce Cambridge Electric's transition charge.  The sale by
Cambridge Electric was approved by the Massachusetts Department
of Telecommunications and Energy (MDTE) during the first quarter.
At the same time, NSTAR Steam completed the sale of its
Blackstone steam assets and contracts to Harvard for $3 million
and will recognize a gain of $2.7 million in the second quarter
of 2003.  Under the terms of this agreement, NSTAR Steam will
continue to manage the day-to-day operations of the steam plant
on this site for one year after the sale.  Cambridge Electric
divested its electric generating assets consistent with the
provisions of the Massachusetts Electric Restructuring Act of
1997 (Restructuring Act).  Cambridge Electric divested the
majority of its non-nuclear generating facilities in 1998.

2.  Service Quality Index

On February 28, 2003, NSTAR Electric and NSTAR Gas filed their
2002 Service Quality Reports with the MDTE that reflected
significant improvements in reliability and performance and
indicate that no penalty will be assessed for that period.  These
penalties are monitored on a monthly basis to determine NSTAR's
contingent liability, and if NSTAR determines it is probable that
a liability has been incurred and is estimable, NSTAR would then
accrue an appropriate liability.  Any MDTE settlement or rate
order that would result in a different liability (or credit)
level from what has been accrued would be adjusted in the period
when such settlement or rate order is issued.

Through March 31, 2003, NSTAR Electric's performance has met or
exceeded the applicable established benchmarks; however, these
results may not be indicative of the results that may be expected
for the remainder of the year, including the peak-demand period
anticipated during the summer period.

3.  Regulatory Proceedings

In December 2002, NSTAR Electric filed proposed transition rate
adjustments for 2003, including a preliminary reconciliation of
transition, transmission, standard offer and default service
costs and revenues through 2002.  The MDTE approved tariffs for
each retail electric subsidiary effective January 1, 2003.  The
filings were updated in February 2003 to include final costs and
revenues for 2002.

On April 24, 2003, NSTAR Electric received approval from the MDTE
for a Standard Offer Service Fuel Adjustment of $0.902 per
kilowatt-hour to be effective May 1, 2003.  The increase in rates
is in response to continuing high wholesale costs.  In the past,
the MDTE has allowed companies to adjust to rapidly changing
market costs of oil and natural gas used to generate electricity.
In accordance with that order, NSTAR implemented the adjustment
in January 2001 as energy prices soared on world markets and
reduced the charge back to zero in April 2002 when market energy
costs dropped.  The NSTAR Standard Offer Service Fuel Adjustment
remained at zero for the past year.  The MDTE has ruled that
these fuel index adjustments are excluded from the 15% rate
reduction requirement under the Restructuring Act.

Note F.  Income Taxes

Income taxes are accounted for in accordance with SFAS No. 109,
"Accounting for Income Taxes" (SFAS 109).  SFAS 109 requires the
recognition of deferred tax assets and liabilities for the future
tax effects of temporary differences between the carrying amounts
and the tax basis of assets and liabilities.  In accordance with
SFAS 109, net regulatory assets include $50.6 million and $50.7
million of deferred tax assets and corresponding amounts in
accumulated deferred income taxes that were recorded as of March
31, 2003 and December 31, 2002, respectively.  The regulatory
assets represent the additional future revenues to be collected
from customers for deferred income taxes.
<TABLE>
<CAPTION>
The following table reconciles the statutory federal income tax
rate to the annual estimated effective income tax rate for 2003
and the actual effective income tax rate for the year ended
December 31, 2002:
<S>                                                 <C>         <C>
                                                        2003        2002
Statutory tax rate                                      35.0%       35.0%
State income tax, net of federal income tax benefit      4.9         4.8
Investment tax credit amortization                      (0.6)       (3.2)
Other                                                    1.0         0.7
  Effective tax rate before write-down and tax
     valuation allowance adjustment                     40.3        37.3
Adjustment to tax valuation allowance and write-
  down of RCN investment (federal and state)               -        (4.0)
  Effective tax rate                                    40.3%       33.3%
                                                        ====        ====
</TABLE>

Tax Gain on Generating Assets

The IRS is in the process of completing its audit of COM/Energy's
income tax returns for 1997, 1998 and 1999.  Before completion of
these audits, and before the end of the third quarter of 2003, it
is expected that the IRS National Office will provide a response
to a Request for Technical Advice to be filed by the IRS
examining agents.  Should NSTAR's position be challenged as a
result of the IRS Request for Technical Advice, it is probable
that NSTAR will make a payment to the IRS of approximately $60
million in order to stop the accrual of interest on the potential
tax deficiency.  NSTAR intends to vigorously defend its position,
which is supported by an opinion from an independent tax advisor,
relative to this transaction and anticipates pursuing a refund of
the amount paid plus interest.  In addition, NSTAR would pursue
regulatory rate recovery for the interest on tax deficiencies
should any amounts ultimately be incurred as a result of this
transaction.  It is probable that any amounts incurred as a
result of this transaction will be fully recovered from NSTAR's
customers.

Note G.  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.  SFAS
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 1997
Share Incentive Plan.
<TABLE>
<CAPTION>
The following table summarizes the reconciling amounts between
basic and diluted EPS:
<S>                                             <C>         <C>
                                            Three Months Ended March 31,
(in thousands, except per share amounts)              2003         2002

Earnings available for common shareholders        $ 42,338     $ 34,304
Basic EPS                                         $   0.80     $   0.65
Diluted EPS                                       $   0.79     $   0.64
Weighted average common shares outstanding for
   basic EPS                                        53,033       53,033
Effect of dilutive shares:
Weighted average dilutive potential common shares      279          223
Weighted average common shares outstanding for
   diluted EPS                                      53,312       53,256
                                                    ======       ======
</TABLE>
Note H.  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 107 cities and towns in Massachusetts.
NSTAR subsidiaries also supply electricity at wholesale to
municipalities.  The unregulated operating segment engages in
business activities that include district energy operations,
telecommunications and a liquefied natural gas service.  Amounts
shown on the following table include the allocation of NSTAR's
(parent company) results of operations and assets, net of inter-
company transactions, and primarily consist of interest charges
and investment assets, respectively, to these business segments.
The allocation of parent company charges is based on an indirect
allocation of the parent company's investment relating to these
various business segments.
<TABLE>
<CAPTION>
Financial data for the operating segments were as follows:
<S>                   <C>       <C>           <C>          <C>
                        Utility Operations     Unregulated   Consolidated
(in thousands)          Electric        Gas     Operations          Total

Three months ended March 31,
2003
Operating revenues    $  524,492  $ 200,865     $   38,198     $  763,555
Segment net income    $   23,151  $  19,118     $      559     $   42,828
2002
Operating revenues    $  555,994  $ 113,806     $   35,428     $  705,228
Segment net income    $   18,958  $  12,657     $    3,179     $   34,794

Total assets
March 31, 2003        $5,172,295  $ 633,692     $  224,360     $6,030,347
December 31, 2002     $5,285,143  $ 620,956     $  217,176     $6,123,275
</TABLE>

Note I.  Commitments and Contingencies

1. Environmental Matters

As of March 31, 2003, NSTAR's subsidiaries are involved in 12
state-regulated properties ("Massachusetts Contingency Plan, or
"MCP" sites") where oil or other hazardous materials were
previously spilled or released.  The NSTAR subsidiaries are
required to clean up or otherwise remediate these properties in
accordance with specific state regulations.  There are
uncertainties associated with the remediation costs due to the
final selection of the specific cleanup technology and the
particular characteristics of the different sites.  Estimates of
approximately $0.8 million are included as liabilities in the
accompanying Condensed Consolidated Balance Sheets at March 31,
2003 and December 31, 2002.

In addition to the MCP sites, NSTAR subsidiaries also face
possible liability as a result of involvement in 13 multi-party
disposal sites or third party claims associated with
contamination remediation.  NSTAR generally expects to have only
a small percentage of the total potential liability for these
sites.  Estimates of approximately $3.4 million are included as
liabilities in the accompanying Condensed Consolidated Balance
Sheets at March 31, 2003 and December 31, 2002.

Accordingly, the MCP and multi-party disposal site amounts have
not been reduced by any potential rate recovery treatment of
these costs or any potential recovery from NSTAR's insurance
carriers.  Prospectively, should NSTAR be allowed to collect
these specific costs from customers, it would record an
offsetting regulatory asset and record a credit to operating
expenses equal to previously expensed costs.  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.

NSTAR Gas is participating in the assessment of four 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 over a 7-year period, without carrying
costs.  As of March 31, 2003 and December 31, 2002, NSTAR has
recorded a liability of approximately $4.8 million as an estimate
for site cleanup costs for several MGP sites for which NSTAR Gas
was previously cited as a potentially responsible party.  A
corresponding regulatory asset has been recorded that reflects
the future rate recovery for these costs.

Estimates related to environmental remediation costs are reviewed
and adjusted periodically as further investigation and assignment
of responsibility occurs and as either additional sites are
identified or NSTAR's responsibilities for such sites evolve or
are resolved.  NSTAR's ultimate liability for future
environmental remediation costs may vary from these estimates.
NSTAR's management does not believe that its current assessment
of its environmental responsibilities, existing legal
requirements and regulatory policies, will have a material
adverse effect on NSTAR's consolidated financial position or
results of operations for a reporting period.

2. Legal Proceedings

In the normal course of its business, NSTAR and its subsidiaries
are involved in certain legal matters, including civil
litigation.  Management is unable to fully determine a range of
reasonably possible court-ordered damages, settlement amounts,
and related litigation costs ("legal liabilities") that would be
in excess of amounts accrued.  Based on the information currently
available, NSTAR does not believe that it is probable that any
such additional legal liability will have a material impact on
its consolidated financial position.  However, it is reasonably
possible that additional legal liabilities that may result from
changes in estimates could have a material impact on its results
of operations for a reporting period.

Note J.  Subsequent Events

1. Long-Term Debt Issuance

In the second quarter of 2003, it is anticipated that ComElectric
will enter into a $150 million, three-year variable rate
unsecured Term Loan with a group of banks.  The net proceeds will
be used to repay outstanding short-term debt balances.  For
financial reporting purposes, $150 million of Notes payable has
been reclassified on the accompanying Condensed Consolidated
Balance Sheets as Long-term debt to reflect this transaction.

2. Pension and Postretirement Benefit Obligations Other Than
   Pensions (PBOP) Adjustment Mechanism Tariff Filing

On April 16, 2003, Boston Edison, Cambridge Electric, ComElectric
and NSTAR Gas (together, "the Company") submitted a request to
the MDTE for approval to establish a reconciliation adjustment
mechanism to provide for the recovery of costs associated with
the Company's obligations to provide its employees pension
benefits and PBOP.

The Company's proposal is intended to give effect to the
accounting treatment previously approved by the MDTE, through a
reconciling ratemaking mechanism that will provide rate stability
and ensure that customers pay no more or no less than the amounts
needed to extend pension and PBOP benefits to the Company's
employees.  In addition, this mechanism will ensure that the
financial integrity of the Company is not impaired by financial
reporting requirements and cash flow issues that arise from the
extreme volatility of pension and PBOP funding obligations.

The Company's proposed reconciliation adjustment mechanism does
not result in any immediate change (increase or decrease) in
prices paid by customers and allows the Company to recover the
same types of pension and PBOP costs that have always been
recovered in rates.  In addition, the proposed reconciliation
adjustment mechanism removes the extreme volatility in rates that
may be the result of requirements of existing financial
accounting standards, provides for more timely recovery of costs
from or refunds of gains to customers, provides for an annual
filing, true-up and review by the MDTE, carves out pension and
PBOP costs from regular distribution rates so that the MDTE may
review them annually, and ensures that benefit trust funds are
sufficient to provide NSTAR employees with the benefits to which
they are entitled.

The MDTE has historically permitted the recovery of prudently
incurred expenditures relating to pension and PBOP benefits for
the Company's employees.  The Company consistently contributes to
trust funds that hold and invest the contributions until benefits
are paid.

The Company is requesting that the MDTE approve the
reconciliation adjustment mechanism by August 1, 2003.

The Company cannot determine the timing and ultimate outcome of
this request.

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations (MD&A)

The accompanying MD&A should be read in conjunction with the MD&A
in NSTAR's 2002 Annual Report on Form 10-K.

Overview

NSTAR is an energy delivery company serving approximately 1.4
million customers in Massachusetts, including approximately 1.1
million electric customers in 81 communities and 300,000
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).  NSTAR's
three retail electric companies operate under the brand name
"NSTAR Electric."  Reference in this report to "NSTAR" shall mean
the registrant NSTAR or one or more of its subsidiaries as the
context requires.  Reference in this report to "NSTAR Electric"
shall mean each of Boston Edison, ComElectric and Cambridge
Electric.  NSTAR also conducts non-utility, unregulated
operations.

Cautionary Statement

This MD&A contains certain forward-looking statements such as
forecasts and projections of expected future performance or
statements of management's plans and objectives.  These
statements are based on the current expectations, estimates or
projections of management and are not guarantees of future
performance.  Some or all of these forward-looking statements may
not turn out to be what NSTAR expected.  Actual results could
potentially differ materially from these statements.  Therefore,
no assurance can be given that the outcomes stated in such
forward-looking statements and estimates will be achieved.  The
effects of cost control procedures, changes in weather, economic
conditions, tax rates, interest rates, technology, and prices and
availability of operating supplies could materially affect actual
results quarter to quarter and projected operating results.

NSTAR's forward-looking information is based in large measure on
prevailing governmental policies and regulatory actions,
including those of the Massachusetts Department of
Telecommunications and Energy (MDTE) and the Federal Energy
Regulatory Commission (FERC), with respect to allowed rates of
return, rate structure, continued recovery of regulatory assets,
financings, purchased power and cost of gas recovery, acquisition
and disposition of assets, operation and construction of
facilities, changes in tax laws and policies and changes in and
compliance with environmental and safety laws and policies.  The
impacts of various environmental, legal, and regulatory matters
could differ from current expectations.

You are advised to consider all further disclosures NSTAR makes
in its filings to the Securities and Exchange Commission (SEC).
This report also describes changes to NSTAR's material
contingencies and critical accounting policies and estimates in
this MD&A and in the accompanying Notes to Condensed Consolidated
Financial Statements, and NSTAR encourages you to review these
disclosures.  You are also advised to consider the "Cautionary
Statements" NSTAR made in its 2002 Annual Report on Form 10-K.

Critical Accounting Policies and Estimates

For a complete discussion of critical accounting policies, refer
to "Critical Accounting Policies and Estimates" in Item 7 of
NSTAR's 2002 Form 10-K.  There have been no substantive changes
to those policies and estimates.

Asset Retirement Obligations

On January 1, 2003, NSTAR adopted Financial Accounting Standards
Board (FASB) Statement of Financial Accounting Standards (SFAS)
No. 143, "Accounting for Asset Retirement Obligations" (SFAS
143).  This Statement establishes accounting and reporting
standards 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.  SFAS 143
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 the 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.

NSTAR has identified certain insignificant long-lived assets,
including obligations under lease and easement arrangements, and
has determined that it is legally responsible to remove such
property.

For its regulated utility businesses, NSTAR has identified legal
retirement obligations that are currently not material to its
financial statements.  The recognition of a potential asset
retirement obligation will have no impact on its earnings.  For
NSTAR's regulated utilities, which follow SFAS 71, NSTAR would
establish regulatory assets or liabilities to defer any
differences between the liabilities established for ratemaking
purposes and those recorded as required under SFAS 143.

For NSTAR's regulated utility businesses, cost of removal
(negative net salvage) is recognized as a component of
depreciation expense in accordance with approved regulatory
treatment.  Since NSTAR applies SFAS 71 to its regulated utility
businesses, it will continue to include removal costs in
depreciation expense and will quantify the removal costs included
in accumulated depreciation as regulatory liabilities in footnote
disclosure.  NSTAR estimates that as of March 31, 2003, there is
approximately $234 million of removal costs, not yet incurred,
included in accumulated depreciation.

NSTAR has identified several long-lived assets, in which it has
legal obligations to remove such property, for its non-regulated
businesses.  Based on current information and assumptions, NSTAR
recorded an increase in non-utility plant of approximately $0.6
million, an asset retirement liability of approximately $1
million and a cumulative effect of adoption after tax, reducing
net income by $0.4 million in 2003.  The cumulative effect
adjustment is recorded as part of Depreciation and amortization
expense on the accompanying Condensed Consolidated Statements of
Income.

Generating Assets Divestiture

    Blackstone Station

On April 8, 2003, Cambridge Electric completed the sale of the
land and buildings constituting Blackstone Station to Harvard
University (Harvard) for $14.6 million; the net proceeds from the
sale were used to reduce Cambridge Electric's transition charge.
The sale by Cambridge Electric was approved by the MDTE during
the first quarter.  At the same time, NSTAR Steam completed the
sale of its Blackstone steam assets and contracts to Harvard for
$3 million and will recognize a gain of $2.7 million in the
second quarter of 2003.  Under the terms of this agreement, NSTAR
Steam will continue to manage the day-to-day operations of the
steam plant on this site for one year after the sale.  Cambridge
Electric divested its electric generating assets consistent with
the provisions of the Massachusetts Electric Restructuring Act of
1997 (Restructuring Act).

Rate and Regulatory Proceedings

a.  Pension and Postretirement Benefit Obligations Other Than
    Pensions (PBOP)

On April 16, 2003, Boston Edison, Cambridge Electric, ComElectric
and NSTAR Gas (together, "the Company") submitted a request to
the MDTE for approval to establish a reconciliation adjustment
mechanism to provide for the recovery of costs associated with
the Company's obligations to provide its employees pension
benefits and PBOP.

The Company's proposal is intended to give effect to the
accounting treatment previously approved by the MDTE, through a
reconciling ratemaking mechanism that will provide rate stability
and ensure that customers pay no more or no less than the amounts
needed to extend pension and PBOP benefits to the Company's
employees.  In addition, this mechanism will ensure that the
financial integrity of the Company is not impaired by financial
reporting requirements and cash flow issues that arise from the
extreme volatility of pension and PBOP funding obligations.

The Company's proposed reconciliation adjustment mechanism does
not result in any immediate change (increase or decrease) in
prices paid by customers and allows the Company to recover the
same types of pension and PBOP costs that have always been
recovered in rates.  In addition, the proposed reconciliation
adjustment mechanism removes the extreme volatility in rates that
may be the result of requirements of existing financial
accounting standards, provides for more timely recovery of costs
from or refunds of gains to customers, provides for an annual
filing, true-up and review by the MDTE, carves out pension and
PBOP costs from regular distribution rates so that the MDTE may
review them annually, and ensures that benefit trust funds are
sufficient to provide NSTAR employees with the benefits to which
they are entitled.

The MDTE has historically permitted the recovery of prudently
incurred expenditures relating to pension and PBOP benefits for
the Company's employees.  The Company consistently contributes to
trust funds that hold and invest the contributions until benefits
are paid.

The Company is requesting that the MDTE approve the
reconciliation adjustment mechanism by August 1, 2003.

The Company cannot determine the timing and ultimate outcome of
this request.

This action does not preclude NSTAR's utility companies from
pursuing a general base rate increase in the future.  The
companies' four-year rate freeze expires in the third quarter of
this year.

b.  Service Quality Index

On February 28, 2003, NSTAR Electric and NSTAR Gas filed their
2002 Service Quality Reports with the MDTE that reflected
significant improvements in reliability and performance and
indicate that no penalty will be assessed for that period.  These
penalties are monitored on a monthly basis to determine NSTAR's
contingent liability, and if NSTAR determines it is probable that
a liability has been incurred and is estimable, NSTAR would then
accrue an appropriate liability.  Any MDTE settlement or rate
order that would result in a different liability (or credit)
level from what has been accrued would be adjusted in the period
when such settlement or rate order is issued.

Through March 31, 2003, NSTAR Electric's performance has met or
exceeded the applicable established benchmarks; however, these
results may not be indicative of the results that may be expected
for the remainder of the year, including the peak-demand period
anticipated during the summer period.

c.  Retail Electric Rates

The electric distribution companies obtain and resell power to
retail customers through either standard offer service or default
service for those who choose not to buy energy from a competitive
energy supplier.  Standard offer service will be available to
eligible customers through February 2005 at prices approved by
the MDTE, set at levels so as to guarantee mandatory overall rate
reductions provided by the Restructuring Act.  New retail
customers in the NSTAR Electric service territories and other
customers who are no longer eligible for standard offer service
and have not chosen to receive service from a competitive
supplier are provided default service.  The price of default
service is intended to reflect the average competitive market
price for power.  As of March 31, 2003 and December 31, 2002,
customers of NSTAR Electric had approximately 18% and 27%,
respectively, of their load requirements provided by competitive
suppliers.  The decline in customers served by competitive
suppliers declined due to changes in market pricing.
Approximately 2,500 customers (totaling approximately 350 mw)
have moved from competitive supply to Default Service in the
first quarter of 2003.

In December 2002, NSTAR Electric filed proposed transition rate
adjustments for 2003, including a preliminary reconciliation of
transition, transmission, standard offer and default service
costs and revenues through 2002.  The MDTE subsequently approved
tariffs for each retail electric subsidiary effective January 1,
2003.  The filings were updated in February 2003 to include final
costs and revenues for 2002.

d.  Natural Gas Rates

NSTAR Gas generates revenues primarily through the sale and/or
transportation of natural gas.  Gas sales and transportation
services are divided into two categories: firm, whereby NSTAR Gas
must supply gas and/or transportation services to customers on
demand; and interruptible, whereby NSTAR Gas may, generally
during colder months, temporarily discontinue service to high
volume commercial and industrial customers.  Sales and
transportation of gas to interruptible customers do not
materially affect NSTAR Gas' operating income because
substantially all of the margin for such service is returned to
its firm customers as rate reductions.

In addition to delivery service rates, 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.  In addition,
NSTAR Gas is required to file interim changes to its CGAC factor
when the actual costs of gas supply vary from projections by more
than 5%.

Other Legal Matters

In the normal course of its business, NSTAR and its subsidiaries
are involved in certain legal matters, including civil
litigation.  Management is unable to fully determine a range of
reasonably possible court-ordered damages, settlement amounts,
and related litigation costs ("legal liabilities") that would be
in excess of amounts accrued.  Based on the information currently
available, NSTAR does not believe that it is probable that any
such additional legal liability will have a material impact on
its consolidated financial position.  However, it is reasonably
possible that additional legal liabilities that may result from
changes in estimates could have a material impact on its results
of operations for a reporting period.

Results of Operations - Three Months Ended March 31, 2003 vs.
Three Months Ended March 31, 2002

The following section of NSTAR's MD&A compares the results of
operations for each of the quarters ended March 31, 2003 and
2002, respectively, and should be read in conjunction with the
accompanying condensed consolidated financial statements and
notes included elsewhere in this report.
<TABLE>
<CAPTION>
Earnings per common share were as follows:
<S>                   <C>         <C>     <C>
                        Three Months Ended March 31,
                         2003       2002   % Change
       Basic            $0.80      $0.65       23.1
      Diluted           $0.79      $0.64       23.4
</TABLE>
Earnings were $42.3 million, or $0.80 and $0.79 per basic and
diluted common share, respectively, for the first three months of
2003.  For the same period in 2002, NSTAR reported income of
$34.3 million, or $0.65 and $0.64 per basic and diluted common
share, respectively.  Factors that contributed to the $8 million,
or 23.3%, increase in the current quarter's earnings include
higher electric and gas sales due to the unseasonably cold winter
weather conditions during 2003 as compared to milder than normal
conditions experienced during the same period in 2002.  This
positive effect was partially tempered by the continued impact on
the region of the current economic slowdown.  Retail electric and
firm gas sales increased by 9% and a 27.9%, respectively, and
maintenance expense decreased by $4.8 million.  Other factors
occurring during the current quarter included an increase in
pension and other postretirement benefit costs of approximately
$4 million, higher bad debt expense of approximately $2.5
million, the absence in 2003 of the gain realized on the sale of
insurance company demutualized common shares of $1.5 million, a
tax valuation credit of $1.6 million, and higher total debt costs
of approximately $0.7 million.

The results of operations for the three-month period ended March
31, 2003 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 A.2 to the accompanying
Condensed Consolidated Financial Statements.
<TABLE>
<CAPTION>
The following is a summary of electric and gas energy sales for
the periods indicated:
<S>                         <C>         <C>         <C>
                         Three Months Ended March 31,
                                 2003         2002     % Change
Retail Electric Sales - MWH
   Residential              1,764,933    1,529,834       15.4
   Commercial               3,017,625    2,787,677        8.2
   Industrial                 396,560      425,824       (6.9)
   Other                       78,234       77,781        0.6
     Total retail sales     5,257,352    4,821,116        9.0
                            =========    =========
Firm Gas Sales - BBTU
   Residential                 11,640        9,213       26.3
   Commercial                   7,167        6,035       18.8
   Industrial                   2,071        1,132       83.0
   Other                        1,341          992       35.2
     Total firm sales          22,219       17,372       27.9
                            =========    =========
</TABLE>
Weather conditions greatly impact the change in electric and, to
a larger extent, gas sales and revenues in NSTAR's service area.
The first quarter period of 2003 was significantly colder than
the same period in 2002 with below normal temperatures throughout
the three-month period.  March 2003 was the sixth below normal
month in succession.  Below is comparative information on heating
degree days for the three-month periods ending March 31, 2003 and
2002 and the number of degree days in a "normal" first quarter
period as represented by a 30-year average.
<TABLE>
<CAPTION>
<S>                                    <C>       <C>        <C>
                                                             Normal
                                                             30-Year
                                           2003       2002   Average

Heating degree days                       4,283      3,362    3,967
  Percentage change from prior year        27.4%     (16.1)%
  Percentage change from 30-year average    8.0%     (15.3)%
</TABLE>

Operating revenues

Operating revenues for the first three months of 2003 increased
8% from the same period in 2002, primarily resulting from
increases in gas and electric sales.  The major revenue
components were as follows:
<TABLE>
<CAPTION>
<S>                                         <C>
                                              (in thousands)

  Retail electric revenues                      $  (30,231)
  Wholesale electric revenues                       (9,593)
  Gas revenues                                      88,846
  Other revenues                                     9,305
    Increase in operating revenues              $   58,327
                                                ==========
</TABLE>

Retail electric revenues were $492.7 million in the first quarter
of 2003 compared to $522.9 million in the same period of 2002, a
decrease of $30.2 million, or 6%.  The decrease in retail
revenues reflects lower standard offer and default service rates
that were partially offset by a 9% increase in retail kilowatt-
hour (kWh) sales.  Transition revenues were $15.8 million higher
due to an increase in rates.  Transmission revenues increased by
$5.9 million and were supplemented by higher distribution
revenues of $10.1 million.  The change 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.

As shown in the table above, the 9% increase in the current
quarter's retail kWh sales primarily reflects higher sales in the
residential and commercial sectors.  NSTAR Electric's sales to
residential and commercial customers were approximately 34% and
57%, respectively, of its total retail sales mix for the current
quarter and provided nearly all of its distribution revenue.  The
6.9% decline in industrial sector sales reflects the continued
slowdown in economic conditions that resulted from reduced
production or facility closings.  The industrial sector comprises
approximately 8% of NSTAR's energy sales.

Wholesale electric revenues were $9.7 million in the first
quarter of 2003 compared to $19.3 million in the same period of
2002, a decrease of $9.6 million, or 50%.  This decrease in
wholesale revenues reflects the expiration of four wholesale
power supply contracts.  After October 31, 2005, NSTAR will no
longer have contracts for the supply of wholesale power.  Amounts
collected from wholesale customers are credited to retail
customers through the transition charge.  Therefore, the
expiration of these contracts has no impact on results of
operations.

Gas sales revenues were $200.7 million in the first quarter of
2003 compared to $111.8 million in the same period of 2002, an
increase of $88.9 million, or 80%.  The increase in revenues is
attributable to the 27.9% increase in firm sales and
transportation due to the significantly colder weather, the
higher cost of gas supply and additional customers.  NSTAR Gas'
firm sales to residential, commercial and industrial customers
were approximately 52%, 32% and 9%, respectively, of total firm
sales for the current three-month period.

Other revenues were $60.5 million in the first quarter of 2003
compared to $51.2 million in the same period of 2002, an increase
of $9.3 million, or 18%.  This increase primarily reflects higher
unregulated steam revenue as a result of the significantly colder
weather.

Operating expenses

The cost of gas sold, representing NSTAR Gas' supply expense, was
$130.1 million for the first quarter of 2003 compared to $55.3
million in the same period of 2002, an increase of $74.8 million,
or 135%, due to the recognition of the higher cost of gas supply
and the significant increase in sales.  These expenses are also
fully reconciled to the current level of revenues collected.

Despite higher retail and wholesale electric sales of 5%,
purchased power costs were $304.1 million in the first quarter of
2003 compared to $340.4 million in the same period of 2002, a
decrease of $36.3 million, or 11%.  The decrease is primarily the
result of the recognition of $49.1 million relating to the
deferred standard offer and default service supply costs for
current period under-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.

Operations and maintenance expense was $109.9 million in the
first quarter of 2003 compared to $106.3 million in the same
period of 2002, an increase of $3.6 million, or 3%.  This
increase reflects approximately $4 million in pension-related and
postretirement benefits expense.  As a result of the Accounting
Order received from the MDTE in the fourth quarter of 2002, NSTAR
deferred approximately $8.4 million of pension and other
postretirement benefit expenses in the first quarter.  The
increased level of pension costs and other postretirement benefit
costs are anticipated to continue through 2003.  Also, bad debt
expense increased by $2.5 million due to higher energy sales and
the negative implications of the downturn in the economy.  These
factors were somewhat offset by reduced maintenance expense of
$4.8 million due primarily to improvements made in electric
distribution services in 2002.

Depreciation and amortization expense was $62.1 million in the
first quarter of 2003 compared to $60.6 million in the same
period of 2002, an increase of $1.5 million, or 3%.  The increase
primarily reflects higher depreciable plant in service.

Demand side management (DSM) and renewable energy programs
expense was $16.9 million in the first quarter of 2003 compared
to $16.4 million in the same period of 2002, an increase of $0.5
million, or 3%, primarily due to timing of DSM expense which is
consistent with the collection of conservation and renewable
energy revenues.  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 $26.4 million in the first quarter
of 2003 compared to $27 million in the same period of 2002, a
decrease of $0.6 million, or 2%.  This slight decrease was due to
lower payroll taxes that were partially offset by higher overall
municipal property taxes, particularly for the City of Boston.

Income taxes attributable to operations were $28.5 million in the
first quarter of 2003 compared to $22.5 million in the same
period of 2002, an increase of $6 million, or 27%, reflecting
higher pre-tax operating income.

Other income, net

Other income was approximately $1.1 million in the first quarter
of 2003 compared to approximately $1.5 million in the same period
of 2002, a decrease in other income of approximately $0.4
million.  The decrease was due primarily to the absence in 2003
of $1.5 million in gains realized on the sale of demutualized
insurance company common shares and $1.6 million related to
deferred tax valuation allowance adjustments recognized in 2002.
These current period reductions in other income were partially
offset by higher equity investment earnings of $0.2 million,
higher income from heating products and various other income
items of $2.5 million, including the impact of taxes applicable
to all other income sources in 2003.

Interest charges

Interest on long-term debt and transition property securitization
certificates was $40.5 million in the first quarter of 2003
compared to $37.8 million in the same period of 2002, an increase
of $2.7 million, or 7%.  The increase in interest expense
primarily reflects the impact of the October 15, 2002 Boston
Edison issuance of $400 million of 4.875% 10-year debentures and
$100 million of 3-year floating rate debentures (1.87563% for the
period January 15, 2003 to April 14, 2003) priced at three month
LIBOR plus 50 basis points.  These new debentures increased
interest expense by $5.4 million in the first quarter of 2003.
Partially offsetting this increase was the absence in 2003 of
$1.2 million in interest on Boston Edison's early redemption of
its $60 million 8.25% Debentures in September 2002 and the
repayment of its transition property securitization certificates
of $69.3 million that resulted in reduced interest expense of
$1.1 million.  Securitization interest represents interest on
debt collateralized by the future income stream associated
primarily with the stranded costs of the Pilgrim Unit
divestiture.  These certificates are non-recourse to Boston
Edison.

Short-term and other interest expense was $3.9 million in the
first quarter of 2003 compared to $5.9 million in the same period
of 2002, a decrease of $2 million, or 34%.  This decrease is
primarily attributable to both lower borrowing rates and a lower
average level of short-term debt outstanding that averaged $223.6
million and $626.5 million in the first quarter of 2003 and 2002,
respectively.  Interest rates on these borrowings averaged 1.5%
and 1.9%, respectively.

Liquidity

Period to period fluctuations in the levels of net cash provided
by operating activities are not indicative of the results that
may be expected for an entire year.  The fluctuations for the
three-month periods ended March 31, 2003 and 2002 are primarily
due to changes in incurred energy costs and the timing of the
recovery levels of energy costs during the period.  Changes
in other working capital requirements also impact the comparison
of operating cash flows.

The net cash provided by operating activities for the quarterly
period ended March 31, 2003 was $72.2 million as compared to
$186.5 million in 2002.  Despite the increase in earnings over
the prior year, the comparison of operating cash flows in 2003
vs. 2002 is impacted by an $18 million increase in contributions
to NSTAR's qualified pension plan and $65 million received
in 2002 as part of the completion of a development project. In
addition to these factors, the timing of the recovery of energy
costs reduced operating cash flows by $50 million in comparison
to 2002.  These energy costs will be recovered with a return
from customers in future periods.  There is no impact on earnings
from timing of the recovery of energy costs.

The net cash used in investing activities of $54.7 million was
utilized primarily for capital expenditures related to
transmission and distribution systems.  The net cash used in
financing activities of $43.8 million was primarily the result of
long-term debt redemptions and sinking fund payments of $183.4
million and dividends paid of $29.1 million offsetting short-term
borrowings of $168.8 million.

The IRS is in the process of completing its audit of COM/Energy's
income tax returns for 1997, 1998 and 1999.  Before completion of
these audits, and before the end of the third quarter of 2003, it
is expected that the IRS National Office will provide a response
to a Request for Technical Advice to be filed by the IRS
examining agents.  Should NSTAR's position be challenged as a
result of the IRS Request for Technical Advice, it is probable
that NSTAR will make a payment to the IRS of approximately $60
million in order to stop the accrual of interest on the potential
tax deficiency.  NSTAR intends to vigorously defend its position,
which is supported by an opinion from an independent tax advisor,
relative to this transaction and anticipates pursuing a refund of
the amount paid plus interest.  In addition, NSTAR would pursue
regulatory rate recovery for the interest on tax deficiencies
should any amounts ultimately be incurred as a result of this
transaction.  It is probable that any amounts incurred as a
result of this transaction will be fully recovered from NSTAR's
customers.

For the first quarter of 2003, actual capital spending was
approximately $55 million primarily including system reliability
infrastructure improvement projects incurred by NSTAR Electric
and Gas operations and expenditures in connection with Advanced
Energy Systems' generation expansion project.  Capital
investments in 2003 are expected to be approximately $286
million.

NSTAR's projected primary uses of cash for 2003 include capital
expenditures, dividend payments and debt reductions.  In the
first quarter of 2003, debt financing activities included the
retirement of: $150 million of Boston Edison's 6.8% Debentures,
$17 million in securitization certificates and ComElectric's
7.43% $15 million Term Loan.

Future capital spending programs and the related estimates are
subject to revision due to changes in regulatory requirements,
changes in transmission and distribution system requirements,
environmental standards, availability and cost of capital,
interest rates and other assumptions.  Management continuously
reviews its capital expenditure and financing programs.

     Sources of Additional Capital and Financial Covenant
     Requirements

NSTAR and Boston Edison have no financial covenant requirements
under their respective long-term debt arrangements.  ComElectric,
Cambridge Electric and NSTAR Gas have financial covenant
requirements under their long-term debt arrangements and were in
compliance at March 31, 2003 and December 31, 2002.  NSTAR's long-
term debt other than the Mortgage Bonds of NSTAR Gas is
unsecured.

The Transition Property Securitization Certificates held by
Boston Edison's subsidiary, BEC Funding, LLC, are collaterized
with a securitized regulatory asset with a balance of $476.5
million as of March 31, 2003.  Boston Edison, as servicing agent
for BEC Funding, collected $25.8 million in the first quarter of
2003.  These collected funds are remitted daily to the trustee of
BEC Funding.  These Certificates are non-recourse to Boston
Edison.

NSTAR has a credit facility of $350 million that consists of a
three year, $175 million revolving credit agreement that expires
on November 14, 2005 and a 364-day, $175 million agreement that
expires on November 14, 2003.  At March 31, 2003 and December 31,
2002, there were no amounts outstanding under these revolving
credit agreements.  These arrangements serve as backup to NSTAR's
$350 million commercial paper program that, at March 31, 2003 and
December 31, 2002, had $86 million and $63.5 million outstanding,
respectively.  In October 2002, following receipt of the proceeds
of Boston Edison's $500 million debt issue, the proceeds were
used to pay down short-term debt balances.  Under the terms of
this credit agreement, NSTAR is required to maintain certain debt
to capitalization ratios.  At March 31, 2003 and December 31,
2002, NSTAR was in full compliance with all of its covenants in
connection with its short-term credit facilities.

Boston Edison has approval from the FERC to issue short-term debt
securities from time to time on or before December 31, 2004, with
maturity dates no later than December 31, 2005, in amounts such
that the aggregate principal does not exceed $350 million at any
one time.  Boston Edison has a credit facility with a 364-day,
$350 million revolving credit agreement that expires on November
14, 2003.  At March 31, 2003, there was no amount outstanding
under this revolving credit agreement.  These arrangements serve
as backup to Boston Edison's $350 million commercial paper
program that had $176 million balance at March 31, 2003 and no
outstanding balance at December 31, 2002.  In October 2002,
following receipt of the proceeds of its $500 million debt issue,
its short-term debt balance was reduced to zero.  Under the terms
of this agreement, Boston Edison is required to maintain certain
debt to capitalization ratios.  At March 31, 2003 and December 31,
2002, Boston Edison was in full compliance with all of its
covenants in connection with its short-term credit facilities.

In addition, ComElectric, Cambridge Electric and NSTAR Gas,
collectively, have $165 million available under several lines of
credit and had $105.4 million and $135.1 million outstanding
under these lines of credit at March 31, 2003 and December 31,
2002, respectively.  ComElectric and Cambridge Electric have FERC
authorization to issue short-term debt securities from time to
time on or before November 30, 2004 and June 27, 2004, with
maturity dates no later than November 29, 2005 and June 26, 2005,
respectively, in amounts such that the aggregate principal does
not exceed $125 million and $60 million, respectively, at any one
time.  NSTAR Gas is not required to seek approval from FERC to
issue short-term debt.

On November 24, 2002, the MDTE issued an order approving
ComElectric's request for long-term debt financing up to a
maximum level of $150 million to be issued from time-to-time on
or before December 31, 2004.  In the second quarter of 2003, it
is anticipated that ComElectric will enter into a $150 million,
three-year variable rate unsecured Term Loan with a group of
banks.  The net proceeds will be used to repay outstanding short-
term debt balances.  For financial reporting purposes, $150
million of Notes payable has been reclassified on the
accompanying Condensed Consolidated Balance Sheets as Long-term
debt to reflect this transaction.

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.

Item 3.  Quantitative and Qualitative Disclosures about Market
         Risk

NSTAR's exposure to financial market risk results primarily from
fluctuations in interest rates.  There have been no material
changes to NSTAR's market risks as disclosed in NSTAR's Annual
Report on Form 10-K for the year ended December 31, 2002.

Item 4.  Controls and Procedures

NSTAR's disclosure controls and procedures are designed to ensure
that information required to be disclosed in reports that it
files or submits under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the Securities and
Exchange Commission.

Within 90 days prior to the date of filing this Quarterly Report
on Form 10-Q, NSTAR carried out an evaluation, under the
supervision and with the participation of NSTAR's management,
including NSTAR's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of
NSTAR's disclosure controls and procedures pursuant to Exchange
Act Rule 13a-14.  Based on that evaluation, the Chief Executive
Officer and the Chief Financial Officer concluded that NSTAR's
disclosure controls and procedures are effective (1) to timely
alert them to material information relating to NSTAR's
information required to be disclosed by NSTAR in the reports that
it files or submits under the Securities Exchange Act of 1934 (2)
to ensure that appropriate information is recorded, processed,
summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms.

Subsequent to the date of that evaluation, there have been no
significant changes in NSTAR's internal controls or in other
factors that could significantly affect internal controls, nor
were any corrective actions required with regard to significant
deficiencies and material weaknesses.

Part II - Other Information

Item 1.  Legal Proceedings

In the normal course of its business, NSTAR and its subsidiaries
are involved in certain legal matters, including civil
litigation.  Management is unable to fully determine a range of
reasonably possible court-ordered damages, settlement amounts,
and related litigation costs ("legal liabilities") that would be
in excess of amounts accrued.  Based on the information currently
available, NSTAR does not believe that it is probable that any
such additional legal liability will have a material impact on
its consolidated financial position.  However, it is reasonably
possible that additional legal liabilities that may result from
changes in estimates could have a material impact on its results
of operations for a reporting period.

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

The Annual Meeting of Shareholders of NSTAR was held on May 1,
2003.  The holders of NSTAR's Common Shares elected three Class I
trustees to serve until the Annual Meeting to be held in the year
2006 and until the election and qualification of their respective
successors.  In addition, the holders of NSTAR's Common Shares
voted against the adoption of a shareholder proposal, as further
described below.  Proxies for 43,347,362 shares, or 81.7%, of the
53,032,546 shares entitled to vote were present at the Annual
Meeting, constituting a quorum.

Proposal 1 - Election of Trustees

The following table sets forth the names of the three persons
elected at the Annual Meeting to serve as trustees until 2006 and
the number of votes cast for or withheld with respect to each
person.  Trustees are elected by a plurality of votes present and
entitled to vote at the Annual Meeting.
<TABLE>
<CAPTION>
<S>                               <C>            <C>
  Class I Trustee                  Votes For     Votes Withheld

  Thomas G. Dignan, Jr.            42,254,447       1,092,915
  Franklin M. Hundley              41,817,632       1,529,730
  Gerald L. Wilson                 41,868,060       1,479,302
</TABLE>
Proposal 2 - Shareholder Proposal

In the matter of the number of votes cast for, against or
withheld with respect to approval of a shareholder proposal
requesting that the Company annually publish in the proxy
statement an accounting along with explanation of the standards
and procedures governing NSTAR's charitable donations program,
3,849,927 votes were cast for this proposal, 27,613,090 votes
were against and 2,176,669 votes abstained.  As a result, the
proposal failed to pass.
<TABLE>
<CAPTION>
Item 6.  Exhibits and Reports on Form 8-K
<S> <C>     <C>  <C>
a)  Exhibits filed herewith or incorporated by reference (as indicated):

     Exhibit 4 -  Instruments Defining the Rights of Security
                  Holders, Including Indentures

          4.1     Boston Edison Company Revolving Credit
                  Agreement dated November 15, 2002 (Boston Edison
                  Form 10-Q for the quarter ended March 31, 2003,
                  File No. 1-2301).

          --      Management agrees to furnish to the Securities
                  and Exchange Commission, upon request, a copy
                  of any agreement or instrument 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     PricewaterhouseCoopers LLP Consent.

     Exhibit 99 - Additional Exhibits

         99.1     Certification Statement of Chief Executive
                  Officer of NSTAR pursuant to Section 906 of
                  the Sarbanes-Oxley Act of 2002

         99.2     Certification Statement of Chief Financial
                  Officer of NSTAR pursuant to Section 906 of
                  the Sarbanes-Oxley Act of 2002

         99.3     Report of Independent Accountants

</TABLE>
b) Reports on Form 8-K:

A report on Form 8-K was filed on January 3, 2003 following the
MDTE approval received on December 20, 2002 to allow NSTAR to
defer as a regulatory asset, an additional minimum liability, and
the difference between the level of pension and postretirement
benefits that is included in rates and the amounts that would
have been recorded under SFAS 87 and SFAS 106 in 2003.

A report on Form 8-K was filed on January 23, 2003 that announced
NSTAR's financial and operating results for the fourth quarter
and the year ended December 31, 2002.



                            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: May 9, 2003                     /s/ R. J. WEAFER, JR.
                                      Robert J. Weafer, Jr.
                                      Vice President, Controller
                                      and Chief Accounting Officer

</TABLE>

<TABLE>
<CAPTION>
          Sarbanes - Oxley Section 302(a) Certification
<S> <C>  <C>          <C>    <C>
I, Thomas J. May, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of NSTAR;

2.   Based on my knowledge, this quarterly report does not contain
     any untrue statement of a material fact or omit to state a
     material fact necessary to make the statements made, in light
     of the circumstances under which such statements were made, not
     misleading with respect to the period covered by this quarterly
     report;

3.   Based on my knowledge, the financial statements, and other
     financial information included in this quarterly report, fairly
     present in all material respects the financial condition,
     results of operations and cash flows of NSTAR as of, and for,
     the periods presented in this quarterly report;

4.   NSTAR's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures
     (as defined in Exchange Act Rules 13a-14 and 15d-14) for NSTAR
     and we have:

     a)  designed such disclosure controls and procedures to ensure
         that material information relating to NSTAR, including its
         consolidated subsidiaries, is made known to us by others
         within those entities, particularly during the period in
         which this quarterly report is being prepared;

     b)  evaluated the effectiveness of NSTAR's disclosure controls
         and procedures as of a date within 90 days prior to the
         filing date of this quarterly report (the "Evaluation
         Date"); and

     c)  presented in this quarterly report our conclusions about
         the effectiveness of the disclosure controls and procedures
         based on our evaluation as of the Evaluation Date;

5.   NSTAR's other certifying officer and I have disclosed, based on
     our most recent evaluation, to NSTAR's auditors and the audit
     committee of NSTAR's board of trustees:

     a)  all significant deficiencies in the design or operation of
         internal controls which could adversely affect NSTAR's
         ability to record, process, summarize and report financial
         data and have identified for NSTAR's auditors any material
         weaknesses in internal controls; and

     b)  any fraud, whether or not material, that involves
         management or other employees who have a significant role
         in the registrant's internal controls; and

6.   NSTAR's other certifying officer and I have indicated in this
     quarterly report whether or not there were significant changes
     in internal controls or in other factors that could
     significantly affect internal controls subsequent to the date
     of our most recent evaluation, including any corrective actions
     with regard to significant deficiencies and material
     weaknesses.

Date:  May 9, 2003         By:  /s/ THOMAS J. MAY
                                Thomas J. May
                                Chairman, President and
                                Chief Executive Officer


           Sarbanes - Oxley Section 302(a) Certification

I, James J. Judge, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of NSTAR:

2.   Based on my knowledge, this quarterly report does not contain
     any untrue statement of a material fact or omit to state a
     material fact necessary to make the statements made, in light
     of the circumstances under which such statements were made,
     not misleading with respect to the period covered by this
     quarterly report;

3.   Based on my knowledge, the financial statements, and other
     financial information included in this quarterly report,
     fairly present in all material respects the financial
     condition, results of operations and cash flows of NSTAR as
     of, and for, the periods presented in this quarterly report;

4.   NSTAR's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-14 and 15d-
     14) for NSTAR and we have:

     a)  designed such disclosure controls and procedures to
         ensure that material information relating to NSTAR,
         including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during
         the period in which this quarterly report is being
         prepared;

     b)  evaluated the effectiveness of NSTAR's disclosure
         controls and procedures as of a date within 90 days prior
         to the filing date of this quarterly report (the
         "Evaluation Date"); and

     c)  presented in this quarterly report our conclusions about
         the effectiveness of the disclosure controls and
         procedures based on our evaluation as of the Evaluation
         Date;

5.   NSTAR's other certifying officer and I have disclosed, based
     on our most recent evaluation, to NSTAR's auditors and the
     audit committee of NSTAR's board of trustees:

     a)  all significant deficiencies in the design or operation
         of internal controls which could adversely affect NSTAR's
         ability to record, process, summarize and report
         financial data and have identified for NSTAR's auditors
         any material weaknesses in internal controls; and

     b)  any fraud, whether or not material, that involves
         management or other employees who have a significant role
         in NSTAR's internal controls; and

6.   NSTAR's other certifying officer and I have indicated in this
     quarterly report whether or not there were significant changes
     in internal controls or in other factors that could
     significantly affect internal controls subsequent to the date
     of our most recent evaluation, including any corrective
     actions with regard to significant deficiencies and material
     weaknesses.

Date:   May 9, 2003        By:  /s/ JAMES J. JUDGE
                                James J. Judge
                                Senior Vice President, Treasurer
                                and Chief Financial Officer
</TABLE>