SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                   Form 10-QSB


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


For the quarter ended December 31, 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 February 14, 2000                       135,986

Transitional Small Business Disclosure Format               Yes______ No ___X___

<PAGE>

PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS

                                  BESICORP LTD.
                           CONSOLIDATED BALANCE SHEET
                                   (unaudited)


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

Current Assets:
    Cash and cash equivalents                                                 $   474,159            $   1,824,139
    Trade accounts and notes receivable (less allowance
       for doubtful accounts of $28,906 as of
          December 31, 1999 and $32,000 at March 31, 1999)                        872,174                  988,589
    Due from affiliates                                                            69,305                  374,250
    Notes receivable:  (includes interest of $5,771 at
          December 31, 1999 and $4,057 at March 31, 1999)                          88,214                  107,951
    Inventories                                                                 1,998,091                1,165,761
    Other current assets                                                          349,842                  465,566
                                                                                ---------                ---------

          Total Current Assets                                                  3,851,785                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                                                       581,792                  726,958
    Furniture and fixtures                                                        237,423                  237,423
    Construction in progress                                                       94,572                        0
                                                                                ---------                ---------

                                                                                3,057,476                3,108,070

          Less:  accumulated depreciation and amortization                     (1,429,775)              (1,520,385)
                                                                                ---------                ---------

          Net Property, Plant and Equipment                                     1,627,701                1,587,685
                                                                                ---------                ---------

Other Assets:
    Patents and trademarks, less accumulated
       amortization of $3,243 at
          December 31, 1999 and $2,350, at March 31, 1999                          17,817                   12,530
    Investment in partnerships                                                          0                4,009,810
    Deferred costs                                                                919,283                        0
    Other assets                                                                1,567,956                   76,620
                                                                                ---------                ---------

          Total Other Assets                                                    2,505,056                4,098,960
                                                                                ---------                ---------

          TOTAL ASSETS                                                        $ 7,984,542             $ 10,612,901
                                                                                =========               ==========

</TABLE>

See accompanying notes to unaudited consolidated financial statements.



                                                           2
<PAGE>



                                  BESICORP LTD.
                           CONSOLIDATED BALANCE SHEET
                                   (unaudited)

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

Current Liabilities:
    Accounts payable and accrued expenses                                     $1,563,259              $   763,531
    Current portion of long-term debt                                             42,000                   20,000
    Current portion of accrued reserve and warranty expense                       66,954                  111,215
    Taxes other than income taxes                                                 98,122                  103,207
    Income taxes payable                                                          10,185                    5,300
                                                                               ---------                  -------

          Total Current Liabilities                                            1,780,520                1,003,253

Long-Term Accrued Reserve and Warranty Expense                                   198,677                  174,462
Long-Term Debt                                                                    51,070                  115,308
                                                                               ---------                ---------

          Total Liabilities                                                    2,030,267                1,293,023
                                                                               ---------                ---------



Shareholders' Equity:
    Common stock, $.01 par value:  authorized
       5,000,000 shares; issued 136,382
          at December 31, 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                                           (544,093)                       0
    Retained earnings (deficit)                                               (3,621,473)                (172,163)
                                                                               ---------                ---------
                                                                               5,971,475                9,319,878
          Less: treasury stock at cost (400 shares and 0 shares,
              respectively)                                                      (17,200)                       0
                                                                               ---------                ---------

          Total Shareholders' Equity                                           5,954,275                9,319,878
                                                                               ---------                ---------


          TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                         $ 7,984,542            $  10,612,901
                                                                               =========               ==========

</TABLE>

See accompanying notes to unaudited consolidated financial statements.


                                        3

<PAGE>


                                 BESICORP LTD.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
<S>
                                                              <C>                    <C>             <C>                     <C>
                                                               Three months ended December 31,       Nine months ended December 31,
                                                               -----------------------------------   -------------------------------
                                                                 1999                 1998             1999                   1998
                                                               ---------          ---------           ---------            --------
Revenues:
    Product sales                                             $ 1,855,884        $1,187,805         $6,143,793           $3,273,495
    Other revenues                                                108,728           179,520            314,791              406,841
    Income from partnerships                                      131,786                 -             56,599                    -
    Interest and other investment income                           23,808             5,200             87,030               18,404
    Other income                                                        0            26,808                  0               78,441
                                                                ---------         ---------           --------             ---------

                 Total Revenues                                 2,120,206         1,399,333          6,602,213             3,777,181
                                                                ---------         ---------           ---------            ---------

Costs and Expenses:
    Cost of product sales                                       1,586,174         1,162,704          5,283,389            3,144,571
    Selling, general and administrative expenses                1,475,563         2,058,474          4,751,746            6,577,230
    Interest expense                                                    0             6,927                287              111,234
    Other expense                                                       1                25                 79                8,832
                                                                ---------          --------          ----------           ----------

                 Total Costs and Expenses                       3,061,738         3,228,130         10,035,501            9,841,867
                                                                ---------          ---------         ----------           ----------

Loss Before Income Taxes                                         (941,532)       (1,828,797)        (3,433,288)          (6,064,686)

Provision (Credit) for Income Taxes                                 2,088          (627,700)            16,022           (2,062,000)
                                                                 --------         ---------          ---------            ----------

Net Loss                                                        $(943,620)      $(1,201,097)       $(3,449,310)         $(4,002,686)
                                                                  =======         =========          =========            ==========

Basic Loss per Share                                            $   (6.94)      $     (9.90)        $   (25.76)           $  (32.98)
                                                                  =======          ========          =========           ===========
Basic Weighted Average Number of Shares
    Outstanding                                                   135,982           121,382            133,899              121,382
                                                                  =======          =========         =========           ===========

</TABLE>

See accompanying notes to unaudited consolidated financial statements.


                                        4
<PAGE>


                                  BESICORP LTD.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (unaudited)


<TABLE>
<CAPTION>
<S>

                                                                                <C>                      <C>
                                                                                Nine months ended December 31,
                                                                                ------------------------------
                                                                                 1999                     1998
                                                                                ------------        -----------
Operating Activities:
    Net loss                                                                    $(3,449,310)       $ (4,002,686)
    Adjustments to reconcile net loss to net
       cash used by operating activities:
       Amortization of discounts on notes                                            (1,009)             (1,647)
       Income from partnerships                                                     (56,599)                  0
       Stock compensation                                                            83,707                   0
       Provision for uncollectibles                                                  (3,094)             45,929
       Depreciation and amortization                                                108,858             126,954
       Changes in assets and liabilities:
          Accounts and notes receivable                                             445,200            (288,089)
          Inventories                                                              (832,330)           (222,660)
          Accounts payable and accrued expenses                                     799,728            (305,892)
          Taxes payable/refundable                                                     (200)                571
          Other assets and liabilities, net                                        (644,814)          1,556,565
                                                                                -----------           ---------

    Net cash used by operating activities                                        (3,549,863)        (3,090,955)
                                                                                -----------          ---------

Financing Activities:
    Repayment of borrowings                                                         (42,238)        (3,742,133)
    Net transactions with Besicorp Group Inc.                                             0          6,821,694
                                                                                -----------          ----------

    Net cash provided by financing activities                                       (42,238)         3,079,561
                                                                                -----------          ---------

Investing Activities:
    Disposal of property, plant and equipment                                             0            73,829
    Distribution from partnerships                                                2,390,102                 0
    Acquisition of property, plant
       and equipment                                                               (147,981)          (70,637)
                                                                                -----------          ---------

    Net cash provided (used) by investing activities                              2,242,121             3,192
                                                                                -----------          ---------

Decrease in Cash and Cash Equivalents                                            (1,349,980)           (8,202)
Cash and Cash Equivalents - Beginning                                             1,824,139           104,428
                                                                                -----------          ---------
Cash and Cash Equivalents - Ending                                              $   474,159     $      96,226
                                                                                ===========          ========

Supplemental Cash Flow Information:
    Interest paid                                                               $       287     $      93,685
    Income taxes paid                                                                 8,556                 0

</TABLE>

See accompanying notes to unaudited consolidated financial statements.



                                        5
<PAGE>


                                  BESICORP LTD.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 December 31, 1999,  and March 31, 1999; the
results of operations  for the three and nine months ended December 31, 1999 and
1998; and the statement of cash flows for the corresponding nine 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 Oldco,  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  Oldco,  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 Oldco,  it was a condition  precedent to the Merger that Oldco,  prior to the
Merger,  spin-off its photovoltaic and independent power development  businesses
(the  "Distributed  Businesses") to its  shareholders.  Therefore,  Oldco formed
Besicorp Ltd. to assume the operations of the  Distributed  Businesses by having
Oldco  assign to Besicorp  Ltd.  all of its assets  relating to the  Distributed
Businesses  and  substantially  all of Oldco's  other assets (other than Oldco's
cash, securities,  the subsidiaries which held Oldco'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 Oldco in the aggregate  stated amount of  approximately $1
million)),  and by having Besicorp Ltd. (the "Company") assume substantially all
of Oldco's liabilities other than the following liabilities  (collectively,  the
"Permitted  Liabilities"):  (i)  the  liabilities  of  Oldco  and  any  Retained
Subsidiary  (actual or accrued) for unpaid federal income taxes for Oldco's 1999
fiscal year based on the  consolidated net income of Oldco through the effective
date of the Merger (i.e.  March 22, 1999),  (ii) the liabilities of Oldco 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,  Oldco would effect this  contribution of assets
to Besicorp Ltd. (and the assumption of these  liabilities by Besicorp Ltd.) 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,  Oldco  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 Oldco
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.

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

                                       6
<PAGE>

B.    Business

Besicorp  Ltd. specializes in the development, assembly, manufacture,  marketing
and  resale of  photovoltaic products  and  systems and the development of power
plant projects.

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 nine months ended December 31,
1999 is based on the  weighted  average  number of shares of 135,982 and 133,899
outstanding during those respective periods. Loss per common share for the three
and nine months  ended  December  31, 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 December 31, 1999 and December 31, 1998, Basic
and Diluted Earnings per Share are the same for both fiscal years.

D. The results of  operations  for the three and nine months ended  December 31,
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 December 31, 1999 and March 31, 1999, consist of:


                                 December 31, 1999            March 31, 1999
                                 -----------------            --------------
Assembly parts                    $   452,081                   $  263,761
Finished goods                      1,546,010                      902,000
                                    ---------                 ---------
                                   $1,998,091                   $1,165,761
                                    =========                    =========

F.  Deferred Costs
Deferred  costs and  reimbursable  costs at December 31, 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                      258,526          9,672          651,085                919,283
              Expensed                             0              0                0                      0
              Reimbursements                       0              0                0                      0
                                             -------          -----          -------                -------
       Balance December 31, 1999            $258,526        $ 9,672         $651,085              $ 919,283
                                             =======          =====          =======                =======

</TABLE>

In  accordance  with  its  existing   policy,   the  Company  is  deferring  all
reimbursable 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  "Empire
Newsprint Project").

G.    Investments in Partnerships
As  of  December  31,  1999,  the  partnerships,  which  owned  or  leased  five
cogeneration  natural gas power plants,  had been  liquidated.  During the three
months ended December 31, 1999, the Company received  liquidating  distributions
totaling  approximately  $350,000 from the last  unliquidated  partnership.  All
other  partnerships were liquidated during the three months ended June 30, 1999,
and the applicable  liquidating  distributions of approximately  $2,000,000 were
received  on  June 1,  1999.  Cash  held in  escrow  accounts  (the  "Liquidated
Partnerships Funds"), which had been classified as Investment in Partnerships in
prior filings, are now classified as Other Assets (non-current) (see Note H).

                                       7

<PAGE>



Other Assets
Included in Other Assets is  approximately  $1.48 million which  represents  the
Company's   share  of  the  Liquidated   Partnerships   Funds.   The  Liquidated
Partnerships  Funds (if any) are to be released to Besicorp  Ltd.  between  June
2000 and May 2002 subject to the satisfaction of certain conditions, as to which
no assurance can be given.

I.  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.

J.  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 nine months ended December 31, 1999 and 1998 is as follows:

<TABLE>
<CAPTION>
<S>

                                         <C>                  <C>                      <C>            <C>
                                         Project              Product
December 31, 1999                        Segment              Segment                 Eliminations       Total
-----------------                        -------              -------                 ------------       -----

Net revenues                           $   210,512           $ 6,391,701                              $ 6,602,213
Loss before taxes                       (2,597,758)            (835,530)                               (3,433,288)
Income tax provision (credit)               14,281                1,741                                    16,022
Net income (loss)                       (2,612,039)            (837,271)                               (3,449,310)
Identifiable assets                     20,155,153            2,300,957               ($14,471,568)     7,984,542
Investment in partnerships                       0                    0                                         0
Capital expenditures                        21,801              126,180                                   147,981
Depreciation and amortization               78,384               30,474                                   108,858

                                         Project              Product
December 31, 1998                        Segment              Segment                 Eliminations        Total
-----------------                        -------              -------                 ------------        -----

Net revenues                           $   114,750           $ 3,662,431                              $ 3,777,181
Loss before taxes                       (4,711,364)           (1,353,322)                             ( 6,064,686)
Income tax provision (credit)           (1,592,626)             (469,374)                              (2,062,000)
Net income (loss)                       (3,118,738)             (883,948)                              (4,002,686)
Identifiable assets                     13,566,367             2,430,400               ($11,994,756)    4,002,011
Investment in partnerships                       0                     0                                        0
Capital expenditures                        35,508                35,129                                   70,637
Depreciation and amortization               82,389                44,565                                  126,954

</TABLE>

                                       8

<PAGE>

Item 1.  LEGAL PROCEEDINGS

         In February 2000, the New York Supreme Court (New York County)
dismissed with prejudice the lawsuit captioned  Fenster v. Besicorp Group Inc.
et. al. The complaint alleged, among other things, that the merger consideration
paid to  shareholders of Oldco in the merger  consummated in  March 1999 was
inadequate.


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
         -----------------------------------------------------------------------

FORWARD LOOKING STATEMENTS

Certain  statements in this Quarterly Report on Form 10-QSB constitute  "forward
looking  statements"  within the meaning of Section 27A of the Securities Act of
1933,  as amended,  and Section 21E of the  Securities  Exchange Act of 1934, as
amended,  including  without  limitation,  statements  concerning  the Company's
future or anticipated operating results or capital and other commitments and the
sources of funding for such commitments.  These forward looking  statements rely
on a number of  assumptions  concerning  future  events,  including  anticipated
operating results of the Company's various business activities and the status of
the Empire Newsprint Project and management's belief as to the viability of such
project.   These  forward  looking   statements  are  subject  to  a  number  of
uncertainties  and other  factors  many of which are  outside the control of the
Company  that  could  cause  actual  results  to  differ  materially  from  such
statements.  The Company  disclaims  any  intention or  obligation  to update or
revise any forward looking  statements  whether as a result of new  information,
future events or otherwise.

RESULTS OF OPERATIONS
Third Quarter Developments and Subsequent Events
------------------------------------------------
The Company  has entered  into an amended  and  restated  agreement  and plan of
merger (the  "Agreement") with Besicorp  Holdings,  Ltd. (the "Parent") and Besi
Acquisition  Corp.,  a  wholly-owned  subsidiary  of Parent.  The  Agreement  is
generally  structured as a cash merger whereby Besi  Acquisition  Corp.  will be
merged into Besicorp Ltd., which will then be wholly-owned by Besicorp Holdings,
Ltd. Michael F. Zinn, the President and CEO of Besicorp Ltd.,  controls Besicorp
Holdings, Ltd.

Generally,  pursuant to the terms of the Agreement,  shareholders of the Company
(other than shares of Company  common  stock owned by the Parent)  will  receive
approximately  $58.87  in cash for each  share of stock  that  they own plus the
right to receive additional cash distributions,  if any, during the next several
years in the event the surviving  corporation  receives  certain funds and/or to
the extent monies are released from the $6.5 million escrow fund  established in
connection with Oldco's merger in March 1999. No assurance can be given that any
such funds will be received.

Consummation  of the  merger  is  subject  to the  satisfaction  of a number  of
conditions,  including approval by the Company's shareholders.  No assurance can
be given that the merger will be consummated.

REVENUES
Consolidated
Consolidated  revenues  increased by $720,873,  or 52%, to $2,120,206 during the
three months ended  December  31, 1999 from  $1,399,333  during the three months
ended  December  31,  1998.  Consolidated  revenues  for the nine  months  ended
December 31, 1999 increased by $2,825,032, or 75%, to $6,602,213, as compared to
$3,777,181 during the nine months ended December 31, 1998.

Product Sales.  Revenues from product sales during the three-month  period ended
December 31, 1999  increased by $668,079,  or 56%, to  $1,855,884 as compared to
$1,187,805 for the three months ended December 31, 1998.  During the nine months
ended  December  31,  1999,  revenues  increased  by  $2,870,298,   or  88%,  to
$6,143,793,  from  $3,273,495  for the nine months ended  December 31, 1998. The
increase  for both  periods  is due  primarily  to  increased  sales  volume  of
photovoltaic  products  primarily  as a result  of  increases  to the  sales and
marketing  support staff made primarily during the fourth quarter of Fiscal 1998
and to the general  increase in demand for solar  electric  products  associated
with Year 2000 expectations.  No assurance can be given that the Company will be
able to maintain such revenue levels or that revenues will not decrease.

                                       9
<PAGE>

Other  Revenues.  Other  revenues are  primarily  comprised of contract  revenue
received from various sources,  including the New York State Energy Research and
Development  Authority and Motorola,  Inc. in accordance with funding agreements
with the Company.  Other  revenues  decreased by $70,792,  or 39%, for the three
months ended  December 31, 1999 and  decreased by $92,050,  or 23%, for the nine
months ended December 31, 1999 from the corresponding periods in the prior year.
Contract  revenue  may vary from  quarter  to  quarter  based upon the degree of
completion of the various tasks outlined in the applicable agreements.

Income from Partnerships. Income from partnerships for the three and nine months
ended December 31, 1999 was $131,786 and $56,599,  respectively,  compared to $0
for the  corresponding  periods  in the prior  year.  The  income  is  comprised
primarily  of  final  adjustments  made  at  the  time  of  liquidation  of  the
partnerships which owned or leased five natural gas cogeneration power plants.

Interest  and Other  Investment  Income.  Interest and other  investment  income
during the three months ended  December 31, 1999 increased by $18,608 to $23,808
from $5,200 for the three  months ended  December  31, 1998.  Interest and other
investment  income  during the nine months  ended  December  31, 1999  increased
$68,628 to $87,030  compared to $18,404 for the nine months  ended  December 31,
1998. The increases in both current periods are due primarily to higher invested
principal  balances and to interest earned on the Liquidated  Partnership  Funds
(see  Note  G,  Investments  in  Partnerships,  of the  Notes  to the  Unaudited
Consolidated Financial Statements included herein).

COSTS AND EXPENSES
Cost of Product Segment Sales
-----------------------------
Cost of product sales for the three months ended  December 31, 1999 and 1998 was
$1,586,174 and $1,162,704, respectively, or 85% and 98% of revenues attributable
to product sales.  During the nine months ended December 31, 1999 and 1998, cost
of product sales was $5,283,389 and $3,144,571,  respectively, or 86% and 96% of
revenues attributable to product sales. The decrease in cost of sales percentage
in both periods is due primarily to the overall  increase in product sales which
has resulted in increased  coverage of fixed costs  resulting in higher  margins
and to a lesser extent, to improved  efficiencies in the  manufacturing  process
which also contributed to higher margins.

Selling, General and Administrative Expenses
--------------------------------------------
Selling,  general and administrative expenses ("SG&A") decreased by $582,911, or
28%, to $1,475,563 for the three months ended December 31, 1999 from  $2,058,474
for the three-month period ended December 31, 1998. During the nine months ended
December 31, 1999,  SG&A  decreased by  $1,825,484  or 28% to  $4,751,746,  from
$6,577,230 for the nine months ended December 31, 1998.

The decrease in the three months ended  December 31, 1999 is due  primarily to a
decrease in  professional  fees of $237,000 and a decrease of $30,000 in general
and administrative wages.

SG&A  for  the  nine  months  ended  December  31,  1999,   decreased  from  the
corresponding  period in the prior year  primarily  because  the results for the
prior year include the  write-off,  during the second quarter of Fiscal 1999, of
project costs  previously  deferred of $1,402,000.  These costs were written off
due to the uncertain  political and economic  conditions in the countries  where
the  projects  are  located.  Management  determined,  in  accordance  with  its
accounting policy,  that due to the uncertain  development of the projects,  the
carrying amounts may be impaired.  Also contributing to the decrease in SG&A for
the  nine  months  ended  December  31,  1999  was a  decrease  in  general  and
administrative  wages  of  $159,000,  and a  decrease  in  professional  fees of
$98,000. These decreases were partially offset by increased marketing expense of
$198,000 in the Company's Product Segment and increased equipment rental expense
of $80,000 associated with the Company's lease agreement with Oldco

                                       10

<PAGE>


Interest Expense
----------------
Interest  expense for the three months ended  December 31, 1999  compared to the
three months ended December 31, 1998 decreased by $6,927 to $0. Interest expense
for the nine months ended  December 31, 1999  decreased by $110,947 to $287 from
$111,234 for the nine months ended  December 31, 1998.  The decrease in both the
three and nine month periods is due primarily to the Company's  repayment of all
its interest bearing debt during the second and third quarter of Fiscal 1999.

Provision for Income Taxes
--------------------------
The provision for income taxes increased  during the three months ended December
31,  1999 by  $629,788  to $2,088  compared  to the credit  for income  taxes of
$627,700  for the same  period last year.  During the  nine-month  period  ended
December 31, 1999, the provision for income taxes  increased by  $2,078,022,  or
101%, to $16,022  compared to the credit for income taxes of $2,062,000  for the
same period last year. The Company provides federal and state income taxes based
on enacted statutory rates adjusted for projected benefits of tax operating loss
carry forwards and other credits.  The tax benefit associated with the operating
loss for the current period was offset by a corresponding  increase in valuation
allowance.

Net Loss
--------
The Company's net loss for the three months ended December 31, 1999 decreased by
$257,477,  or 21%, to  $943,620  from the net loss of  $1,201,097  for the three
months ended December 31, 1998.  During the nine-month period ended December 31,
1999, the Company's net loss decreased by $553,376,  or 14%, to $3,449,310  from
the net loss of  $4,002,686  for the nine months ended  December  31, 1998.  The
factors contributing to the decrease in net loss are discussed above.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 1999, the Company had working  capital of $2,071,265 and cash of
$474,159 and at January 31, 2000, the Company had cash of $19,440. The Company's
working  capital  decreased by $1,851,738  from $3,923,003 at March 31, 1999, to
$2,071,265  at December 31, 1999 as a result of the Company's  operating  losses
which  resulted in a decrease in cash,  a decrease  in accounts  receivable,  an
increase  in  accounts  payable and  accrued  expenses,  partially  offset by an
increase in inventory.  Other than cash generated by the Company's  photovoltaic
activities,  which  is  generally  expended  in  these  activities,   management
anticipates no significant cash inflows in the near future.  Given the Company's
current  net cash use rate of  approximately  $500,000  to  $600,000  per month,
(after  giving  effect to the salary  deferment  program which has resulted in a
monthly cash savings of approximately $45,000 to $50,000),  management estimates
that,  after  drawing on the Parent  Loans (as  defined),  the Company will have
sufficient  funds to  continue  operations  only  until  the end of March  2000.
Accordingly,  the Company will not, without additional funds, be able to pay its
obligations as they become due. It is anticipated  that the Company's  liquidity
and capital resource  difficulties will be resolved subsequent to the Merger, at
which  time is it  anticipated  that the  Company  will be funded by or with the
assistance of the Parent or its affiliates.  Other than the  consummation of the
Agreement,  the Company has not developed any other  acceptable  alternatives to
its liquidity and capital resource problems. If the Merger is not consummated by
the end of March,  no  assurance  can be given that the Company  will be able to
continue operations.

Short-Term Commitments
----------------------
The Company's principal short-term material commitments (i.e.,  expenditures the
Company plans to make during the twelve months ending  December 31, 2000) are as
follows:

         *        the internal  overhead and employee costs associated with
                  monitoring its power plant  initiatives and projects and
                  internal costs ascribed with the  development  of new projects
                  (approximately $400,000);

         *        funds (approximately $800,000) required to fund SunWize's
                  operating losses;

         *        approximately  $2 million  required  for the  construction  of
                  a 30,000  square foot  facility in Kingston to house the solar
                  electric  product  development  and  manufacturing  operations
                  (the "SunWize Facility");


                                       11

<PAGE>

         *        third-party costs of approximately  $250,000  associated with
                  the  Company's  foreign  development projects and initiatives;
                  and

         *        approximately  $1.2  million in  connection  with  the  Empire
                  Newsprint Project.

The  Company  currently  intends  to  address  these  commitments  in the manner
described  below,  though  the  Company  reserves  the  right  to  address  such
commitments  differently  than  in the  manner  contemplated  below  should,  in
management's discretion, circumstances so dictate.

SunWize
-------
SunWize's  operating  losses  (currently  approximately  $45,000 to $65,000  per
month) are currently  being funded by the Company's  cash on hand and the Parent
Loans.  The  construction of the SunWize  Facility will be financed  through the
issuance of an industrial  development  agency bond, which bond is to be secured
by a letter of credit to be issued by HSBC Bank USA and secured by the  building
and the  interest of SunWize in the real  property  upon which this  facility is
situated. The Company expects this financing to be completed in April 2000.

Foreign Development Project Initiatives
---------------------------------------
Activity with respect to the foreign development initiatives are being funded by
cash on hand and the Parent Loans.

Empire Newsprint Project
------------------------
Management  intends to fund its  commitments  (which includes  approximately  $1
million of Total  Development  Costs (as  defined))  with  respect to the Empire
Newsprint  Project  through  the  Parent  Loans  (as  defined)  and  the  Barter
Arrangements (as defined).

Long-Term Capital Commitments
-----------------------------
The principal  long-term  material  capital  commitments  of the Company are the
estimated  (i) $5  million  to $7 million  of total  development  costs  ("Total
Development  Costs") required to bring the Empire Newsprint Project to the point
where it is able to obtain  long-term  financing for actual  construction of the
facilities contemplated by this project (the "Financial Close"), which funds are
to be  expended  over the next 24 to 30  months  and (ii) $650  million  cost of
constructing the Empire Newsprint Project ("Total  Construction  Costs").  It is
anticipated that the funds required for the Total  Development  Costs would come
in the form of advances of cash or services from,  among other sources,  vendors
interested  in  participation  in the  construction  of the project (the "Barter
Arrangements");  such vendors  generally  would be repaid in whole or in part at
Financial Close. The Company has also engaged PricewaterhouseCoopers  Securities
LLC ("PWC") to provide financial  advisory  services for the project,  including
placement of debt,  equity or  equity-related  securities with  institutional or
strategic  investors  necessary  to finance the Total  Development  Costs and to
bring  this  project  to  Financial  Close.  The  Company  has not  specifically
identified the manner in which it will finance the Total  Construction Costs but
it anticipates that (i) it will have to surrender part of its equity interest in
this project in connection  with the financing of the Total  Construction  Costs
and (ii) PWC may assist it in obtaining such financing.

Parent Loans and Financial Support
----------------------------------
Pursuant to the  Agreement,  the Parent  agreed to lend the Company (the "Parent
Loans") such amounts as the Company reasonably  requests in order to satisfy its
obligations  with respect to certain  operating  expenses of the Company and its
subsidiaries;  provided,  however,  that  Parent is not  required  to make loans
within a thirty day period in excess of $350,000, loans with a cumulative amount
in excess of $1,050,000,  or under certain other  circumstances  relating to the
status of the Agreement and the merger  contemplated  thereby.  Through February
11, 2000,  an aggregate of $562,500 in Parent Loans have been made.  The Company
has obtained  options to acquire land to be used in  connection  with the Empire
Newsprint  Project.  These options require the Company to make certain  periodic
payments.  In  connection  therewith  and in addition to the Parent  Loans,  the
Parent or its affiliate has caused a letter of credit to be issued in the amount
of $450,000 to secure the  Company's  obligation  with  respect to these  option
payments. This letter of credit will be reduced as the option payments are made.

                                       12

<PAGE>


During the nine months ended  December 31, 1999,  cash of $3,549,863 was used in
operations  primarily as a result of the net loss for the period of  $3,449,310.
Net changes in other assets and liabilities  produced  additional  negative cash
flow of $232,416. These uses  of cash were partially offset by non-cash items of
$131,863.

The  Company's  investing  activities  provided  cash of  $2,242,121  during the
nine-month period ended December 31, 1999 primarily as a result of distributions
from  partnerships  of  $2,390,102,  partially  offset  by  the  acquisition  of
property,  plant and  equipment of $147,981.  The  distributions  received  from
partnerships are  non-recurring in nature and primarily  represent the Company's
share of the  proceeds  from  the sale of  certain  pollution  control  emission
allowances and distributions made upon liquidation of certain partnerships.

For the nine months ended December 31, 1999, the Company's financing  activities
resulted in a decrease in cash of $42,238, due to the repayment of borrowings.

Year 2000
---------
The  disclosure  set forth  below  includes  actions  taken by Oldco  (including
actions taken by Oldco's Year 2000  Management  Committee)  with respect to Year
2000 issues.

Besicorp does not expect additional expenditures for the balance of Fiscal 2000.
Besicorp has not experienced any material Year 2000  difficulties  subsequent to
December 31, 1999.

Many existing computer systems and software  applications use two digits, rather
than four, to record years, i.e., "98" instead of "1998." Unless modified,  such
systems will not properly record or interpret years after 1999, which could lead
to business disruptions, including, among other things, a temporary inability to
process  transactions,  send  invoices,  determine  whether  payments  have been
received or engage in similar normal business  activities.  This is known as the
Year 2000 issue.

Besicorp relies on computer hardware, software, and related technology primarily
in its internal operations, such as billing and accounting.  During Fiscal 1998,
Besicorp  formed a Year 2000  Management  Committee  to  address  the  potential
financial and business consequences of Year 2000 issues, such as the disruptions
mentioned above, the failure to receive  essential  supplies and services or the
loss  of  customers,  with  respect  to  both  Besicorp's  hardware,   software,
applications  and interfaces  (collectively,  "IT Systems") and  non-information
technology  systems  such  as  telemetry,  security,  power  and  transportation
(collectively,  the  "Non-IT  Systems").  In general,  the Year 2000  Management
Committee divided its efforts with respect to both the IT Systems and the Non-IT
Systems into three phases:  (1)  inventory and  assessment  ("Phase  One"),  (2)
strategy and contingency  planning  ("Phase Two") and (3) upgrades,  conversions
and other solutions,  at the end of which the systems are tested to confirm Year
2000 compliance ("Phase Three").

With  respect  to the IT  Systems,  Besicorp  completed  its  evaluation  of its
hardware,  software  and  other  IT  Systems  and  has  migrated  from  a 486 PC
environment to an Intel Pentium environment.  All workstations and software have
been  replaced as  necessary  to assure Y2K  compliance.  All key  vendors  have
supplied  written  documentation  of their Y2K  compliance.  Systems were tested
through January 2000 and no significant problems arose.

With respect to the Non-IT Systems, Besicorp relies on outside providers for its
basic needs such as electricity,  telephone service and other utilities. As part
of its  evaluation of its Non-IT  Systems,  the Year 2000  Management  Committee
generally   contacted  the  utilities  and  other   providers   through  written
correspondence. All Non-IT systems indicate that they are compliant except voice
mail, which is scheduled for an upgrade in the summer of 1999.

Besicorp has communicated with certain of its vendors,  suppliers, and customers
to both monitor and encourage their respective  remedial efforts  regarding Year
2000 issues.  Besicorp has  contacted by letter or phone all of its  significant
vendors and suppliers and its largest customers to determine the extent to which
Besicorp's  systems might be vulnerable as a result of third parties' failure to
resolve  their  own  Year  2000  issues.  Besicorp's  photovoltaic  business  is
dependent on components  provided by photovoltaic  module suppliers.  Failure by
vendors and  suppliers  to  successfully  address  their Year 2000 issues  could

                                       13

<PAGE>


result in delays in their providing  various  products and services to Besicorp.
However,  Besicorp has determined  that it is not necessary to seek  replacement
vendors to assure  availability of products and services.  At present,  Besicorp
has no reason to believe it will not be able to obtain  all  necessary  products
and services,  either from the present  vendors and  suppliers,  or  replacement
vendors and  suppliers.  Failure by customers  could  disrupt  their  ability to
maximize  their use of Besicorp's  products and services and lead to a reduction
in revenues;  therefore, Besicorp has sent a newsletter to its product customers
to help  develop  each  customer's  awareness  of Year  2000  issues  and  their
implications.

The Year 2000 Management  Committee believes that Besicorp's internal operations
will not be affected by Year 2000 problems. Besicorp does not rely solely on its
IT  Systems  in order  to  produce  products  it  sells  or to  develop  project
opportunities.  In fact, in July 1998,  Besicorp=s IT Systems temporarily ceased
to function due to a lightning  strike that  destroyed  many  components  of the
system, and while inconvenienced, the business operated, deadlines were met, and
relationships were cultivated.

Besicorp  did not develop a  contingency  plan.  Based on  Besicorp's  research,
evaluation,  and actions in preparation for Year 2000, Besicorp had no reason to
believe it would be unable to obtain all  necessary  products and services  from
present vendors and suppliers.  In the unlikely event that  replacement  vendors
and suppliers are required,  a situation that our current  vendors and suppliers
do not believe will occur,  Besicorp believes such replacements can be made with
little difficulty.  Further,  Besicorp does not rely solely on its IT systems in
order to produce  products it sells or to develop  project  opportunities.  Many
functions  are done by hand or via in  person  communication.  Transitioning  to
manual  accounting can be  accommodated  in the event of an unexpected Year 2000
emergency.

Short of any third  party  disaster  that  Besicorp is unable to control and for
which  Besicorp  cannot  develop  contingency  plans,  such as the  failure of a
utility  providing  power or  telecommunications,  Besicorp does not believe its
business will be  detrimentally  impacted by potential Year 2000  problems.  The
most  reasonably  likely worst case Year 2000 scenario  would be minor delays in
production  and  distribution  (and for a brief period higher costs) which could
reduce revenues and income, and perhaps a reduction in sales.

Through December  31, 1999  Besicorp spent $194,327 on Year 2000 compliance.  Of
this amount,  $138,836 was spent during Fiscal 1999, $17,042 in Fiscal 2000, and
the balance was spent in Fiscal 1997 and 1998.

                                       14

<PAGE>

Item 6. - EXHIBITS AND REPORTS ON FORM 8-K
(a.)     Exhibits

<TABLE>
<CAPTION>
<S>
                                                                           <C>
Exhibit           Exhibit
Number

2.1               Form of Contribution and Distribution Agreement by and between Besicorp Ltd. (the "Company")
                  and Oldco ("BGI"). (B)

2.2               Amended and Restated Agreement and Plan of Merger dated as of November 24, 1999 by and between
                  the Company, Besicorp Holdings, Ltd., and Besi Acquisition Corp. (C)

3(i)              Certificate of Incorporation of the Company. (A)

3(ii)             By-Laws of the Company. (A)

10.1              Form of Indemnification Agreement by and among the Company, BGI Acquisition LLC ("LLC") and BGI
                  Acquisition Corp. ("Acquisition")(A)

10.2              Form of Escrow Agreement by and among the Company, BGI, LLC and Acquisition. (A)

10.3              Form of Lease by and between the Company and BGI. (B)

10.4              1999 Incentive Plan. (B)

10.5              Memorandum of Understanding by and between Empire State Newsprint LLC and Besicorp Development,
                  Inc. (D)

27                Financial Data Schedule - 9 Months ended December 31, 1999

27.1              Financial Data Schedule - 9 Months ended December 31, 1998

</TABLE>

Notes:

A.       Incorporated by reference to the  corresponding  exhibit filed with the
         Form 10-SB of the Company filed on December 23, 1998.

B.       Incorporated  by  reference  to the  corresponding  exhibit  filed with
         Post-Effective Amendment No. 2 to the Form 10-SB/A of the Company filed
         on March 22, 1999.

C.       Incorporated  by reference  to Exhibit 2.1  to  the  Company's  Current
         Report on Form 8-K filed on or about December 16, 1999.

D.       Incorporated by reference to the corresponding exhibit filed on January
         26, 2000 on the  Company's  Quarterly  Report on Form  10-QSB/A for the
         period ended June 30, 1999.

(b)      Reports on Form 8-K

         On or about  October 19, 1999 and December 16, 1999,  the Company filed
reports  on  Form 8-K announcing  under  "Item 5. Other Events" certain  matters
regarding the Agreement.


                                       15
<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:  February 15, 2000                       /s/ Michael F. Zinn
       -----------------                           --------------------------
                                                   Michael F. Zinn
                                                   President
                                                  (principal executive officer)



Date: February 15, 2000                       /s/ James E. Curtin
      -----------------                           -----------------------------
                                                  James E. Curtin
                                                  Vice President and Controller
                                                  (principal accounting officer)

                                       16