SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                   Form 10-QSB/A


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


For the quarter ended September 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 September 30, 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>
                                                                                 September 30,              March 31,
                                                                                     1999                     1999
                                                                                 ____________               _________
                        ASSETS

Current Assets:
    Cash and cash equivalents                                                  $   800,399               $ 1,824,139
    Trade accounts and notes receivable (less allowance
       for doubtful accounts of $28,906 as of September 30, 1999
          and $32,000 at March 31, 1999)                                         1,390,706                   988,589
    Due from affiliates                                                             66,470                   374,250
    Notes receivable:  (includes interest of $5,770 at
          September 30, 1999 and $4,057 at March 31, 1999)                          87,320                   107,951
    Inventories                                                                  1,818,608                 1,165,761
    Other current assets                                                           439,579                   465,566
                                                                                ----------                 ---------
          Total Current Assets                                                   4,603,082                 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                                                        603,654                   726,958
    Furniture and fixtures                                                         237,424                   237,423
    Construction in progress                                                        23,369                         0
                                                                                ----------                 ---------
                                                                                 3,008,136                 3,108,070

          Less:  accumulated depreciation and amortization                      (1,438,589)               (1,520,385)
                                                                                -----------               ----------
          Net Property, Plant and Equipment                                      1,569,547                 1,587,685
                                                                                -----------               ----------
Other Assets:
    Patents and trademarks, less accumulated
       amortization of $2,940 at
          September 30, 1999 and $2,350, at March 31, 1999                          18,120                   12,530
    Investment in partnerships                                                   1,692,414                4,009,810
    Deferred costs                                                                 382,719                        0
    Other assets                                                                    74,554                   76,620
                                                                                ----------                ---------
          Total Other Assets                                                     2,167,807                4,098,960
                                                                                ----------               ----------
          TOTAL ASSETS                                                         $ 8,340,436             $ 10,612,901
                                                                                ==========               ==========

See accompanying notes to consolidated financial statements.

</TABLE>

                                        2
<PAGE>


                                  BESICORP LTD.
                           CONSOLIDATED BALANCE SHEET
                                   (unaudited)

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

Current Liabilities:
    Accounts payable and accrued expenses                                      $ 1,002,200          $  763,531
    Current portion of long-term debt                                               42,000              20,000
    Current portion of accrued reserve and warranty expense                         72,946             111,215
    Taxes other than income taxes                                                  105,885             103,207
    Income taxes payable                                                             8,149               5,300
                                                                                ----------           ---------
          Total Current Liabilities                                              1,231,180           1,003,253

Long-Term Accrued Reserve and Warranty Expense                                     190,606             174,462
Long-Term Debt                                                                      51,070             115,308
                                                                                ----------           ---------
          Total Liabilities                                                      1,472,856           1,293,023
                                                                                ----------           ---------


Shareholders' Equity:
    Common stock, $.01 par value:  authorized
       5,000,000 shares; issued 136,382
          at September 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                                             (587,308)                 0
    Retained earnings (deficit)                                                 (2,677,853)          (172,163)
                                                                                ----------          ----------
                                                                                 6,871,880          9,319,878
          Less: treasury stock at cost (100 shares and 0 shares,
              respectively)                                                         (4,300)                 0
                                                                                ----------          ----------
          Total Shareholders' Equity                                             6,867,580          9,319,878
                                                                                ----------          ----------

          TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                           $ 8,340,436        $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 September 30,
                                                                      1999                      1998
Revenues:                                                            ---------------------------------

    Product sales                                               $    2,162,837            $     1,097,897
    Other revenues                                                     145,134                    129,386
    Interest and other investment income                                39,822                      6,431
                                                                     -----------                ---------
                 Total Revenues                                      2,347,793                  1,233,714

Costs and Expenses:
    Cost of product sales                                            1,846,388                  1,034,036
    Selling, general and administrative expenses                     1,708,453                  3,120,139
    Loss from partnerships                                              75,187                          0
    Interest expense                                                         0                      9,924
    Other expense                                                           28                      8,374
                                                                     ---------                  ---------
                 Total Costs and Expenses                            3,630,056                  4,172,473
                                                                     ---------                  ---------
Loss Before Income Taxes                                            (1,282,263)                (2,938,759)

Provision (Credit) for Income Taxes                                      3,176                   (993,300)
                                                                     ---------                 ----------
Net Loss                                                        $   (1,285,439)           $    (1,945,459)
                                                                     =========                  =========
Basic Loss per Share                                            $        (9.43)           $        (16.03)
Basic Weighted Average Number of Shares                              ==========                 =========
    Outstanding                                                        136,370                    121,382
                                                                     ==========                 =========

See accompanying notes to consolidated financial statements.

</TABLE>

<PAGE>

                                  BESICORP LTD.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
<S>
                                                                     <C>                       <C>
                                                                     Six months ended September 30,
                                                                     1999                      1998
                                                                     ------------------------------
Revenues:
    Product sales                                               $     4,287,909        $     2,085,690
    Other revenues                                                      206,063                278,954
    Interest and other investment income                                 63,222                 13,204
                                                                      ---------              ---------
                 Total Revenues                                       4,557,194              2,377,848
                                                                      ---------              ---------
Costs and Expenses:
    Cost of product sales                                             3,697,215              1,981,867
    Selling, general and administrative expenses                      3,276,183              4,462,413
    Loss from partnerships                                               75,187                      0
    Interest expense                                                        287                104,307
    Other expense                                                            78                  8,807
                                                                      ----------             ---------
                 Total Costs and Expenses                             7,048,950              6,557,394
                                                                      ----------             ---------
Loss Before Income Taxes                                             (2,491,756)            (4,179,546)

Provision (Credit) for Income Taxes                                      13,934             (1,415,300)
                                                                      ----------             ---------
Net Loss                                                         $   (2,505,690)       $    (2,764,246)
                                                                      =========              =========
Basic Loss per Share                                             $       (18.86)       $        (22.77)
Basic Weighted Average Number of Shares                               ==========             =========
    Outstanding                                                         132,851                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>
                                                                           Six months ended September 30,
                                                                           1999                     1998
                                                                           _____________________________
Operating Activities:
    Net loss                                                               $ (2,505,690)    $(2,764,246)
    Adjustments to reconcile net loss to net
       cash used by operating activities:
       Amortization of discounts on notes                                          (833)         (1,098)
       Loss on investment in partnerships                                        75,187               0
       Stock compensation                                                        53,392               0
       Provision for uncollectibles                                              (3,094)         45,929
       Depreciation and amortization                                             73,274          81,091
       Changes in assets and liabilities:
          Accounts and notes receivable                                         156,331        (270,527)
          Inventories                                                          (652,847)       (297,645)
          Accounts payable and accrued expenses                                 238,669        (140,869)
          Taxes payable/refundable                                                5,527          12,519
          Other assets and liabilities, net                                    (401,451)      1,546,647
                                                                              ---------       ---------

    Net cash used by operating activities                                    (2,961,535)     (1,788,199)
                                                                              ---------       ---------
Financing Activities:
    Repayment of borrowings                                                     (42,238)     (3,049,076)
    Net transactions with Besicorp Group Inc.                                         0       4,862,765
                                                                              ---------       ---------

    Net cash provided (used) by financing activities                            (42,238)      1,813,689
                                                                              ---------       ---------
Investing Activities:
    Distribution from partnerships                                            2,034,579               0
    Acquisition of property, plant
       and equipment                                                            (54,546)        (70,637)
                                                                              ---------        ---------
    Net cash provided (used) by investing activities                          1,980,033         (70,637)
                                                                              ---------        ---------
Decrease in Cash and Cash Equivalents                                        (1,023,740)        (45,147)
Cash and Cash Equivalents - Beginning                                         1,824,139         104,428
                                                                              ---------        ---------
Cash and Cash Equivalents - Ending                                       $      800,399     $    59,281
                                                                              =========        =========
Supplemental Cash Flow Information:
    Interest paid                                                        $          287     $   161,955
    Income taxes paid                                                             6,456               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 September 30, 1999, and March 31, 1999; the
results of operations for the three- and six-month  periods ended  September 30,
1999 and 1998; and the statement of cash flows for the  corresponding  six-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, as amended,  filed
by the Company for the year ended March 31, 1999.

Besicorp Group Inc.  (Oldco),  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.

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.

                                       6

<PAGE>

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").

C. 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- and  six-month  periods  ended
September 30, 1999 is based on the weighted  average number of shares of 136,370
and 132,851 outstanding during those respective  periods.  Loss per common share
for the three- and six-month  periods ended September 30, 1998 is computed based
on 121,382 shares being issued as adjusted after the  Distribution and Spin-Off.
Since  there  were no  potential  Common  Shares as of  September  30,  1999 and
September 30, 1998,  Basic and Diluted  Earnings per Share are the same for both
fiscal years.

D. The  results  of  operations  for the  three-  and  six-month  periods  ended
September 30, 1999 are 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 September 30, 1999 and March 31, 1999, consist of:

                     September 30, 1999   March 31, 1999
                     __________________   ______________

Assembly parts        $  411,472             $  263,761
Finished goods         1,407,136                902,000
                       ---------              ---------
                      $1,818,608             $1,165,761
                       =========              =========

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

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

                                                   Internal Costs             Third
                                             Payroll        Expenses         Party Costs               Total
                                             -------        --------         -----------               -----
       Balance March 31, 1999                     $0              $0                $0                    $0
              Additions                      160,907          13,041           208,771               382,719
              Expensed                             0               0                 0                     0
              Reimbursements                       0               0                 0                     0
                                            --------         -------           -------               -------
       Balance September 30, 1999           $160,907         $13,041          $208,771              $382,719
                                            ========         =======           =======               =======

</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  December  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  $1,692,414  at  September  30, 1999  primarily
represents (a) approximately  $250,000 which management expects will be received
by Besicorp Ltd. upon liquidation of the one unliquidated  partnership and which
may be increased or reduced depending upon the level of expenses incurred by the
partnership and (b)  approximately  $1.46 million (the  "Liquidated  Partnership
Funds") held in cash escrow  accounts which were  established in connection with
three  liquidated  partnerships.  The  Liquidated  Partnership  Funds  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  subsidiaries  involved  with the activity of the segment,  with no
intersegment  revenues and expenses.  A summary of industry segment  information
for the three and six months ended September 30, 1999 and 1998 is as follows:

<TABLE>
<CAPTION>
<S>

                                                 <C>                  <C>                      <C>                     <C>
For the Six Months Ended                         Project               Product
September 30, 1999                               Segment               Segment                 Eliminations (1)       Total
------------------                               -------               -------                 ------------           -----

Net revenues                                     $  107,213          $4,449,981                                     $4,557,194
Loss before taxes                                (1,900,436)           (591,320)                         0          (2,491,756)
Income tax provision (credit)                        12,193               1,741                                         13,934
Net income (loss)                                (1,912,629)           (593,061)                                    (2,505,690)
Identifiable assets                              18,970,736           2,196,060               $(12,826,360)          8,340,436
Investment in partnerships                        1,692,414                   0                          0           1,692,414
Capital expenditures                                 17,729              36,817                                         54,546
Depreciation and amortization                        57,916              15,358                                         73,274

For the Six Months Ended                          Project             Product                 Eliminations (1)        Total
September 30, 1998                                Segment             Segment                 ------------            -----
------------------                                -------             -------

Net revenues                                     $   87,935          $2,289,913                         0          $2,377,848
Loss before taxes                                (3,275,002)           (904,544)                                   (4,179,546)
Income tax provision                             (1,417,067)              1,767                                    (1,415,300)
Net income (loss)                                (1,857,835)           (906,411)                                   (2,764,246)
Identifiable assets                              17,130,957           2,213,466             $(15,193,811)           4,150,612
Investment in partnerships                                0                   0                         0                   0
Capital expenditures                                 35,508              35,129                                        70,637
Depreciation and amortization                        64,064              16,977                                        81,091


</TABLE>


                                       8

<PAGE>

<TABLE>
<CAPTION>
<S>
                                                 <C>                   <C>                     <C>                    <C>
For the Three Months Ended                       Project               Product
September 30, 1999                               Segment               Segment                 Eliminations (1)       Total
------------------                               -------               -------                 ------------           -----

Net revenues                                      $56,726              $2,291,067                                     $2,347,793
Loss before taxes                                (977,968)               (304,295)                                    (1,282,263)
Income tax provision                                2,795                     381                                          3,176
Net income (loss)                              (1,042,935)               (242,504)                                    (1,285,439)
Identifiable assets                            18,970,736               2,196,060              $(12,826,360)           8,340,436
Investment in partnerships                      1,692,414                       0                                      1,692,414
Capital expenditures                               17,729                  25,502                                         43,231
Depreciation and amortization                      21,855                   5,795                                         27,650

For the Three Months Ended                        Project             Product                 Eliminations (1)        Total
September 30, 1998                                Segment             Segment                 ------------            -----
------------------                                 -------             -------

Net revenues                                      $44,689             $1,189,025                                    $1,233,714
Loss before taxes                              (2,302,748)              (636,011)                                   (2,938,759)
Income tax provision                             (994,500)                 1,200                                      (993,300)
Net income (loss)                               1,508,756               (436,703)                                   (1,945,459)
Identifiable assets                            17,130,957              2,213,466               $(15,193,811)         4,150,612
Investment in partnerships                              0                      0                          0                  0
Capital expenditures                               35,508                 35,508                                        70,637
Depreciation and amortization                      24,196                  6,431                                        30,627


</TABLE>

(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.



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 13, 1999                       /s/ Michael F. Zinn
       -----------------                        -------------------
                                                Michael F. Zinn
                                                President
                                                (principal executive officer)


Date:  April 13, 1999                      /s/ James E. Curtin
       -----------------                       -------------------
                                               James E. Curtin
                                               Vice President and Controller
                                               (principal accounting officer)

                                       9