SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                  Form 10-QSB/A/2


                 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


For the quarter ended June 30, 1999            Commission file number 000-25209



                                  BESICORP LTD.
 ------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)



        New York                                         14-1809375
 ------------------------------------------------------------------------------
  (State or other jurisdiction of                  (Internal Revenue Service
   incorporation or organization)                   Employer Identification No.)



  1151 Flatbush Road, Kingston, New York                              12401
 ------------------------------------------------------------------------------
 (Address of principal executive office)                            (Zip Code)


         Issuer's Telephone Number, including area code: (914) 336-7700


                                       N/A
  -----------------------------------------------------------------------------
 (Former name, former address and former fiscal year, if changed since last
  report)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15 (d) of the  Exchange  Act 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_____

Common stock outstanding as of August 12, 1999                136,382

Transitional Small Business Disclosure Format        Yes______         No __X___


                                        1

<PAGE>

PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS


                                  BESICORP LTD.
                           CONSOLIDATED BALANCE SHEET
                                   (unaudited)

<TABLE>
<CAPTION>
<S>
                                                                              <C>                      <C>
                                                                              June 30,1999             March 31,1999
                                                                              ------------             -------------
                        ASSETS

Current Assets:
    Cash and cash equivalents                                                $2,894,589                $  1,824,139
    Trade accounts and notes receivable (less allowance
       for doubtful accounts of $32,000 as of June 30, 1999
          and March 31, 1999)                                                   963,075                     988,589
    Due from affiliates                                                          62,868                     374,250
    Notes receivable:  (includes interest of $8,122
    at
          June 30, 1999 and $4,057 at March 31,                                 111,448                     107,951
          1999)
    Inventories                                                               1,683,117                   1,165,761
    Other current                                                               438,766                     465,566
    assets                                                                    ---------                   ---------

          Total Current Assets                                                6,153,863                   4,926,256
                                                                              ---------                   ---------

Property, Plant and Equipment:
    Land and improvements                                                       229,660                     229,660
    Buildings and improvements                                                1,914,029                   1,914,029
    Machinery and equipment                                                     573,469                     726,958
    Furniture and fixtures                                                      237,423                     237,423
    Construction in progress                                                        526                           0
                                                                              ---------                   ---------
                                                                              2,955,107                   3,108,070

          Less:  accumulated depreciation and amortization                   (1,401,443)                 (1,520,385)
                                                                              ---------                   ---------
          Net Property, Plant and Equipment                                   1,553,664                   1,587,685
                                                                              ---------                   ---------
Other Assets:
    Patents and trademarks, less accumulated
       amortization of $2,638 at
          June 30, 1999 and $2,350, at March 31,                                 18,272                      12,530
          1999
    Investment in partnerships                                                1,999,905                   4,009,810
    Deferred costs                                                              186,757                           0
    Other assets                                                                 87,225                      76,620
                                                                              ---------                    --------
          Total Other Assets                                                  2,292,159                   4,098,960
                                                                              ---------                  ----------
          TOTAL ASSETS                                                     $  9,999,686            $     10,612,901
                                                                              =========                  ==========

See accompanying notes to consolidated financial statements.

</TABLE>

                                        2

<PAGE>

                                  BESICORP LTD.
                           CONSOLIDATED BALANCE SHEET
                                   (unaudited)

<TABLE>
<CAPTION>
<S>
                                                                              <C>                      <C>
                                                                              June 30,1999             March 31,1999
                                                                              ------------             -------------
          LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
    Accounts payable and accrued expenses                                   $ 1,420,065                $  763,531
    Current portion of long-term debt                                            42,000                    20,000
    Current portion of accrued reserve and warranty expense                      87,009                   111,215
    Taxes other than income taxes                                                98,516                   103,207
    Income taxes payable                                                          5,437                     5,300
                                                                              ---------                 ---------
          Total Current Liabilities                                           1,653,027                 1,003,253

Long-Term Accrued Reserve and Warranty Expense                                  174,462                   174,462
Long-Term Debt                                                                   51,070                   115,308
                                                                              ---------                 ---------
          Total                                                               1,878,559                 1,293,023
          Liabilities                                                         ---------                 ---------



Shareholders' Equity:
    Common stock, $.01 par value:  authorized
       5,000,000 shares; issued and outstanding 136,382
          at June 30, 1999 and 121,382 at March 31, 1999                          1,364                     1,214
    Additional paid in capital                                               10,135,677                 9,490,827
    Unamortized deferred compensation                                          (623,500)                        0
    Retained earnings (deficit)                                              (1,392,414)                 (172,163)
                                                                              ---------                 ---------
          Total Shareholders' Equity                                          8,121,127                 9,319,878
                                                                              ---------                 ---------

          TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                      $   9,999,686           $    10,612,901
                                                                              =========                ==========

See accompanying notes to consolidated financial statements.

</TABLE>

                                        3
<PAGE>

                                  BESICORP LTD.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (unaudited)

<TABLE>
<CAPTION>
<S>
                                                                                <C>                    <C>
                                                                                 Three months ended June 30,
                                                                                 1999                  1998
                                                                                -----                  -----

Revenues:
    Product sales                                                              $2,125,072           $  987,793
    Other revenues                                                                 60,929              124,701
    Interest and other investment                                                  23,400                6,773
    income
    Other income                                                                        0               24,867
                                                                                ---------            ---------
          Total Revenues                                                        2,209,401            1,144,134
                                                                                ---------            ---------
Costs and Expenses:
    Cost of product sales                                                       1,850,827              947,831
    Selling, general
    and
       administrative expenses                                                  1,567,730            1,342,274
    Interest expense                                                                  287               94,383
    Other expenses                                                                     50                  433
                                                                                ---------            ---------
          Total Costs and Expenses                                              3,418,894            2,384,921
                                                                                ---------            ---------
Loss before Income Taxes                                                       (1,209,493)          (1,240,787)

Provision (Credit) for Income Taxes                                                10,758             (422,000)
                                                                                ---------           ----------
Net Loss                                                                     $ (1,220,251)        $   (818,787)
                                                                                =========           ===========



Basic Loss per Share                                                         $      (9.44)        $      (6.75)
                                                                                =========              ========


Basic Weighted Average Number of Shares Outstanding (in Thousands)                129,294              121,382
                                                                                =========              =======

See accompanying notes to consolidated financial statements.


</TABLE>


                                        4

<PAGE>

                                  BESICORP LTD.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (unaudited)
<TABLE>
<CAPTION>
<S>
                                                                                 <C>                      <C>
                                                                                 Three months ended June 30,
                                                                                  1999               1998
                                                                                 ------              -----
Operating Activities:
    Net loss                                                                   $ (1,220,251)        $(818,787)
    Adjustments to reconcile net loss to net
       cash used by operating
       activities:
       Amortization of discounts on                                                    (549)             (549)
       notes
       Stock compensation                                                            21,500                 0
       Depreciation and amortization                                                 45,624            50,464
       Changes in assets and
       liabilities:
          Accounts and notes receivable                                             333,948          (308,739)
          Inventories                                                              (517,356)         (182,878)
          Accounts payable and accrued expenses                                     656,534           (87,465)
          Taxes payable/refundable                                                   (4,554)           (4,899)
          Other assets and                                                         (200,798)           41,377
                                                                                    --------         --------
          liabilities, net

    Net cash used by operating                                                     (885,902)       (1,311,476)
    activities                                                                      --------        ---------

Financing Activities:
    Repayment of borrowings                                                         (42,238)          (24,128)
    Net transactions with Besicorp Group Inc.                                             0         1,452,317
                                                                                    --------        ---------
    Net cash provided (used) by financing activities                                (42,238)        1,428,189
                                                                                    --------        ---------
Investing Activities:
    Distribution from partnerships                                                2,009,905                 0
    Acquisition of property, plant
       and equipment                                                                (11,315)                0
                                                                                  ----------        ---------
    Net cash provided by investing activities                                     1,998,590                 0
                                                                                  ----------        ---------
Increase in Cash and Cash Equivalents                                             1,070,450           116,713
Cash and Cash Equivalents - Beginning                                             1,824,139           104,428
                                                                                  ---------          --------
Cash and Cash Equivalents - Ending                                           $    2,894,589        $  221,141
                                                                                  =========          ========
Supplemental Cash Flow Information:
    Interest paid                                                            $          287        $   95,239
    Income taxes paid                                                                 5,930                 0

See accompanying notes to consolidated financial statements.


</TABLE>

                                        5

<PAGE>


                                  BESICORP LTD.
              UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


A. The  accompanying  unaudited  financial  statements  have  been  prepared  in
accordance with  the  generally  accepted  accounting   principles  for  interim
financial  information  and  with  the instructions to Form 10-QSB. Accordingly,
they do not include  all the  information and footnotes  required  by  generally
accepted accounting principles for complete financial statements. In the opinion
of management, the  accompanying consolidated  financial  statements contain all
adjustments  (consisting  only of normal  recurring  adjustments)  necessary  to
present  fairly the  financial  position of  Besicorp  Ltd.  (together  with its
subsidiaries,  the  "Company")  as of June 30,  1999,  and March 31,  1999;  the
results of operations for the three-month  periods ended June 30, 1999 and 1998;
and the statement of cash flows for the corresponding three-month periods.

The balance sheet at March 31, 1999 has been derived from the audited  financial
statements at that date, but does not include all the  information and footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements. For further information, refer to the audited consolidated financial
statements  and  footnotes  thereto  included  in the Form  10-KSB  filed by the
Company for the year ended March 31, 1999.


Besicorp  Group  Inc.,  the former  parent of Besicorp  Ltd.,  was a party to an
Agreement and Plan of Merger dated November 23, 1998, as amended,  (the "Plan of
Merger") among Besicorp Group Inc., BGI Acquisition LLC  ("Acquisition") and BGI
Acquisition  Corp.  ("Merger  Sub"), a wholly owned  subsidiary of  Acquisition.
Pursuant to the Plan of Merger,  Merger Sub was merged into Besicorp Group Inc.,
which then became a wholly  owned  subsidiary  of  Acquisition  (the  "Merger").
Because  Acquisition  did not want to acquire  certain  assets or assume certain
liabilities of Besicorp  Group Inc., it was a condition  precedent to the Merger
that Besicorp Group Inc.,  prior to the Merger,  spin-off its  photovoltaic  and
independent power development  businesses (the "Distributed  Businesses") to its
shareholders.  Therefore, Besicorp Group Inc. formed Besicorp Ltd. to assume the
operations of the Distributed Businesses by having Besicorp Group Inc. assign to
Besicorp  Ltd.  all of its assets  relating to the  Distributed  Businesses  and
substantially  all of Besicorp  Group Inc.'s other assets  (other than  Besicorp
Group Inc.'s cash, securities, the subsidiaries which held Besicorp Group Inc.'s
interests in partnerships  which owned or leased five  cogeneration  natural gas
power plants (the "Retained  Subsidiaries")  and certain other assets (including
in  particular,  other  claims of and awards made to Besicorp  Group Inc. in the
aggregate stated amount of  approximately  $1 million)),  and by having Besicorp
Ltd.  (the  "Company")  assume   substantially  all  of  Besicorp  Group  Inc.'s
liabilities other than the following liabilities  (collectively,  the "Permitted
Liabilities"):  (i) the  liabilities  of Besicorp  Group Inc.  and any  Retained
Subsidiary  (actual or accrued)  for unpaid  federal  income  taxes for Besicorp
Group Inc.'s 1999 fiscal year based on the  consolidated  net income of Besicorp
Group Inc. through the effective date of the Merger (i.e. March 22, 1999),  (ii)
the  liabilities of Besicorp Group Inc. or its  subsidiaries  for New York State
income  taxes  for  the  1999  fiscal  year,  and  (iii)  certain   intercompany
liabilities.  The Plan of Merger  contemplated that prior to the consummation of
the Merger  Besicorp Group Inc. would effect this  contribution of assets to the
Company (and the assumption of these  liabilities by the Company) and distribute
all of Besicorp Ltd.'s stock to Oldco's shareholders.  Therefore,  following the
contribution, which took place shortly prior to the Merger which was consummated
on March 22,  1999,  Besicorp  Group Inc.  distributed  100% of Besicorp  Ltd.'s
common stock (the "Distribution"), and Besicorp Ltd. became a separate, publicly
held company.

Besicorp Ltd. and  subsidiaries consolidated  financial  statements at and prior
to the  Distribution  reflect the operations,  financial position and cash flows
of  Besicorp  Ltd.  and  subsidiaries  as  if  they were a separate entity. Such
financial  statements were derived from the consolidated financial statements of
Besicorp Group Inc. using historical results of operations and historical  basis
in the assets and  liabilities  of the  business operated by Besicorp Ltd.

                                       6

<PAGE>

The financial  information for the year ended March 31, 1999 may not necessarily
reflect the consolidated  results of operations, financial  position, cash flows
and  changes  in  shareholders' equity of Besicorp Ltd. had Besicorp Ltd. been a
separate entity during that period.

Amounts shown as net  transactions  with Besicorp  Group Inc.  represent the net
effect of cash generated or used by the  Distributed  Businesses and transferred
to or from Besicorp Group Inc.

B.    Business
      --------
Besicorp Ltd. specializes in the development, assembly,  manufacture,  marketing
and  resale  of  photovoltaic products and  systems ("Product Segment") and  the
development of power plant projects ("Project Segment").


Basic/Diluted Earnings per Common Share
---------------------------------------
Effective  December 15, 1997, the Company adopted the provisions of Statement of
Financial  Accounting  Standards  ("SFAS")  No.  128,  Earnings  per Share.  The
Statement  required  companies with a complex  capital  structure to report both
Basic Earnings per Share and Diluted  Earnings per Share.  Diluted  Earnings per
Share considers the effect of potential  common shares such as stock options and
warrants.  Loss per common  share for the three  months  ended June 30,  1999 is
based on the weighted  average  number of shares of 129,294  outstanding  during
that  period.  Loss per common share for the three months ended June 30, 1998 is
computed based on 121,823 shares being issued as adjusted after the Distribution
and  Spin-Off.  Since there were no potential  Common Shares as of June 30, 1999
and March 31, 1999,  Basic and Diluted  Earnings per Share are the same for both
fiscal years.

D. The results of operations for the  three-month  period ended June 30, 1999 is
not  necessarily  indicative of the results to be expected for any other interim
period or for the full year.

E.   Inventories
     -----------
Inventories are carried at the lower of cost (first-in,  first-out  method),  or
market. Inventories at June 30, 1999 and March 31, 1999, consist of:


                                       June 30, 1999       March 31, 1999
                                       -------------       --------------
Assembly parts                         $  380,820            $  263,761
Finished goods                          1,302,297               902,000
                                        ---------             ---------
                                       $1,683,117            $1,165,761
                                        =========             =========

F.  Deferred Costs
    --------------
Deferred costs and  reimbursable  costs at June 30, 1999 and March 31, 1999 were
as follows:

<TABLE>
<CAPTION>
<S>
                                             <C>            <C>              <C>                       <C>
                                                    Internal Costs              Third
                                              Payroll        Expenses         Party Costs               Total
                                              -------        --------         -----------             --------

       Balance March 31, 1999                      $0                $0               $0                    $0
              Additions                        72,618             2,970          111,169               186,757
              Expensed                              0                 0                0                     0
              Reimbursements                        0                 0                0                     0
                                               ------             -----          -------               -------
       Balance June 30, 1999                  $72,618            $2,970         $111,169              $186,757
                                               ======            ======          =======               =======

</TABLE>


In accordance with its existing  policy,  the Company is deferring all costs, as
presented  above,  incurred  with  respect  to  the  development  of a  recycled
newsprint  manufacturing  plant and  adjacent  475  megawatt  natural  gas-fired
cogeneration power plant in Ulster County, New York (the "Kingston Project").

                                       7

<PAGE>



G.    Investments in Partnerships
      ---------------------------
Except for one  partnership,  which  management  anticipates  will be liquidated
around  October  1,  1999,  all   partnerships,   which  owned  or  leased  five
cogeneration  natural gas power plants,  were liquidated during the three months
ended  June  30,  1999,  and  the  applicable   liquidating   distributions   of
approximately  $2,000,000  were  received  by the  Company on June 1, 1999.  The
investment in partnerships  of $1,999,905 at June 30, 1999 primarily  represents
(a)  approximately  a maximum  of  $550,000  which  management  expects  will be
received by Besicorp Ltd. upon liquidation of the one  unliquidated  partnership
and which may be reduced by certain expenses incurred by the partnership and (b)
approximately  $1.44 million (the "Liquidated  Partnership  Funds") held in cash
escrow  accounts  which were  established  in connection  with three  liquidated
partnerships.  The Liquidated  Partnership Funds, if any, are to be released, if
any, to Besicorp Ltd. between June 2000 and May 2002 subject to the satisfaction
of certain conditions, as to which no assurance can be given.

H.  Revenue Recognition
    -------------------
Revenues on sales of products are  recognized  at the time of shipment of goods.
Development  and management fee revenue is recognized  when deemed payable under
the applicable agreement.

I.  Segments of Business
    --------------------
The Company specializes in the development, assembly, manufacture, marketing and
resale  of  photovoltaic  products  and  systems  ("Product  Segment")  and  the
development of power plant projects ("Project  Segment").  Segments are reported
based on the  subsidiary  involved  with the activity of that  segment,  with no
intersegment  revenues and expenses.  A summary of industry segment  information
for the three months ended June 30, 1999 and 1998 is as follows:

<TABLE>
<CAPTION>
<S>
                                                <C>                    <C>                     <C>                  <C>
                                                 Project               Product
June 30, 1999                                    Segment               Segment                 Eliminations (1)      Total
-------------                                    -------               -------                 ------------          -----

Net revenues                                     $  50,487           $ 2,158,914                                  $ 2,209,401
Loss before taxes                                  860,677               348,816                                    1,209,493
Income tax provision (credit)                        9,217                 1,741                                       10,758
Net income (loss)                                 (869,694)             (350,557)                                  (1,220,251)
Identifiable assets                             18,901,734             3,412,340               $(12,314,388)        9,999,686
Investment in partnerships                       1,999,905                     -                                    1,999,905
Capital expenditures                                     0                11,315                                       11,315
Depreciation and amortization                       21,809                23,815                                       45,624

June 30, 1998

Net revenues                                     $  43,246           $ 1,100,888                                   $1,144,134
Loss before taxes                                  772,947               467,840                                    1,240,787
Income tax provision (credit)                     (423,867)                1,867                                     (422,000)
Net income (loss)                                 (349,079)             (469,708)                                    (818,787)
Identifiable assets                             16,662,928             2,613,350               $(13,509,386)        5,766,892
Investment in partnerships                               -                     -                                            -
Capital expenditures                                     0                     0                                            0
Depreciation and amortization                       22,699                27,765                                       50,464

(1) Eliminations are comprised of inter-company account  receivables recorded on
certain subsidiaries, which are eliminated in consolidation.

K.  Legal Proceedings
See Part II, Item 1 which is incorporated by reference.

</TABLE>

                                       8

<PAGE>


SIGNATURES
----------
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.

                                             Besicorp Ltd., Registrant

Date:  April 17, 2000                        /s/ Michael F. Zinn
       ----------------                          -------------------
                                                 Michael F. Zinn
                                                 President
                                                 (principal executive officer)



Date:  April 17, 2000                        /s/ James E. Curtin
       ----------------                          -------------------
                                                 James E. Curtin
                                                 Vice President and Controller
                                                 (principal accounting officer)
                                       9