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 June 30, 1999            Commission file number 000-25209



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



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



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


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


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


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15 (d) of the  Exchange  Act during the  preceding  12 months (or for such
shorter period that the  Registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                                                     Yes __X__         No_____

Common stock outstanding as of August 12, 1998                 136,382

Transitional Small Business Disclosure Format        Yes______         No __X___


                                        1

<PAGE>

PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS


                                  BESICORP LTD.
                           CONSOLIDATED BALANCE SHEET
                                   (unaudited)

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

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

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

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

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

See accompanying notes to consolidated financial statements.

</TABLE>

                                        2

<PAGE>

                                  BESICORP LTD.
                           CONSOLIDATED BALANCE SHEET
                                   (unaudited)

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

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

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



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

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

See accompanying notes to consolidated financial statements.

</TABLE>

                                        3
<PAGE>

                                  BESICORP LTD.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (unaudited)

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

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

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



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


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

See accompanying notes to consolidated financial statements.


</TABLE>


                                        4

<PAGE>

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

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

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

See accompanying notes to consolidated financial statements.


</TABLE>

                                        5

<PAGE>


                                  BESICORP LTD.
              UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

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


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

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

                                       6

<PAGE>

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

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

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


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

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

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


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

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

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

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

</TABLE>


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

                                       7

<PAGE>



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

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

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

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

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

June 30, 1998

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

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

</TABLE>

                                       8

<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
         -----------------------------------------------------------------------
The  information  set forth below is, except to the extent  otherwise  expressly
provided or as the content otherwise requires,  current as of June 30, 1999. For
information  regarding the Company's (as defined) activities  subsequent to such
date (including without limitation,  the Amended and Restated Agreement and Plan
of Merger  entered  into by the Company and  entities  controlled  by Michael F.
Zinn, the Chairman of the Board, Chief Executive  Officer,  and President of the
Company),  please see the  Company's  filings with the  Securities  and Exchange
Commission (the "Commission") subsequent to such date.

RESULTS OF OPERATIONS
---------------------
First Quarter Developments and Subsequent Events
On June 24, 1999,  the Company  announced that it had received from its Chairman
of the Board and Chief Executive Officer,  an offer to purchase the business and
assets of the  Company,  subject  to all of its  liabilities,  for an  aggregate
purchase  price of $6.2 million in cash or  approximately  $45.46 per share (the
"Transaction").

The offer  further  provides  that the  holders of the  shares of the  Company's
Common Stock outstanding  prior to the consummation of the proposed  transaction
would be entitled to participate on a pro-rata basis in the funds,  if any, that
may be released from the  approximately  $6.5 million escrow fund established in
connection with the merger involving the Company's former parent, Besicorp Group
Inc. As  currently  structured,  the  Company  would be the  beneficiary  of any
residual  funds which  remain in said escrow.  Josephthal  & Co.,  Inc. has been
retained to, among other things,  assist in evaluating  the offer.  No assurance
can be given that such transaction or any other transaction will be consummated.

On July 15, 1999, the Company  announced that Kellogg Brown & Root Inc.  ("KBR")
of  Houston,  Texas has been  chosen to  provide  engineering  and  construction
services to the Kingston  Project.  KBR will provide the preliminary  design for
the  facilities  and will  support  the  environmental  permitting  process  now
underway.  Also in connection  with the Kingston  Project,  ENSR  Corporation of
Acton,  Massachusetts  has been  retained  to assist the project  principals  in
applications  for  environmental   permits  and  approvals  required  for  plant
construction. For more details on the Kingston Project, see the Company's Annual
Report on Form 10-KSB for fiscal year ended March 31, 1999.

REVENUES
--------
Consolidated
Consolidated revenues increased by $1,065,267,  or 93%, to $2,209,401 during the
three  months  ended June 30, 1999 as compared  to  $1,144,134  during the three
months ended June 30, 1998.

Product Sales.  Revenues from product sales during the three-month  period ended
June 30, 1999  increased by  $1,137,279,  or 115%,  to $2,125,072 as compared to
$987,793 for the three  months ended June 30, 1998.  The increase for the period
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 such revenue trend will continue.

Other Revenues.  Other revenues are primarily comprised of contract revenue from
the New York State  Energy  Research  and  Development  Agency  ("NYSERDA")  and
Motorola,  Inc. in accordance with agreements they have with the Company.  Other
revenues derived from the Project and Product Segments decreased by $63,772,  or
51%, for the three-month period ended June 30, 1999 to $60,929 from $124,701 for
the same period last year.  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.  Contract  revenue may vary from quarter to quarter
based  upon the  degree of  completion  of the  various  tasks  outlined  in the
applicable agreements.

                                       9

<PAGE>

Interest  and Other  Investment  Income.  Interest and other  investment  income
during the three months ended June 30, 1999  increased by $16,627,  or 245%,  to
$23,400  compared  to $6,773  for the three  months  ended  June 30,  1998.  The
increase in the current  period is due  primarily to higher  invested  principal
balances.

                                       10

<PAGE>

COSTS AND EXPENSES
------------------
Cost of Product Segment Sales
-----------------------------
Cost of product sales for the  three-month  periods ended June 30, 1999 and 1998
was  $1,850,827  and  $947,831,   respectively,  or  87%  and  96%  of  revenues
attributable to product sales.  The decrease in cost of sales  percentage is due
primarily  to the  overall  increase in  products  sales  which has  resulted in
increased  coverage  of  fixed  costs  resulting  in  higher  margins.  Improved
efficiencies in the manufacturing process also contributed to higher margins.

Selling, General and Administrative Expenses
---------------------------------------------
Selling,  general and administrative expenses ("SG&A") increased by $225,456, or
17%, to $1,567,730 for the three-month period ended June 30, 1999 as compared to
$1,342,274 for the three-month period ended June 30, 1998.

The increase in the current  period is due  primarily to increased  professional
fees of  $125,814,  increased  marketing  expenses  of $45,241 in the  Company's
Product  Segment,  and expenses of $39,322  associated  with the Company's lease
agreement with Besicorp Group Inc.

Interest Expense
----------------
Interest  expense for the  three-month  period ended June 30, 1999  decreased by
$94,096,  or 100%, to $287 compared to $94,383 for the three-month  period ended
June 30, 1998. The decrease in the current  three-month  period is due primarily
to the  Company's  repayment of all its interest  bearing debt during the second
and third quarter of Fiscal 1999.

Provision (Credit) for Income Taxes
-----------------------------------
The provision for income taxes increased  during the three months ended June 30,
1999 by $432,758, or 103%, to $10,758 compared to the credit for income taxes of
$422,000 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 June 30, 1999  increased by
$401,464,  or 49%, to  $1,220,251  from the net loss of  $818,787  for the three
months ended June 30, 1998. The factors contributing to the decrease in net loss
are discussed above.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
The Company's working capital increased by $577,833 from $3,923,003 at March 31,
1999, to $4,500,836 at June 30, 1999  primarily as a result of increases in cash
and inventory  partially  offset by an increase in accounts  payable and accrued
expenses.

The Company does not have any short-term material capital commitments associated
with the development of its power plant  initiatives and projects other than the
overhead and employee costs  associated  with  monitoring  such projects and the
development of new projects and  approximately  $750,000 (the  "Commitment")  in
connection with the Kingston Project.  Management currently  anticipates that of
the sum to be expended in connection  with the Kingston  Project,  $250,000 (the
"Initial  Commitment"),  will be expended  within the next month and the balance
will be  expended  during  the twelve  months  thereafter.  Management  has not
specifically  identified  the manner in which it will fund its material  capital
commitments with respect to the Kingston Project,  other than for the balance of
the Commitment  which it is anticipated  will be funded by the Parent Loans (as
defined).  One  possibility  contemplated  by  management  with  respect  to the
estimated $5 million to $7 million of total development costs required  to bring
the project to the point where it is able to obtain long term  financing for the
actual  construction  of the project (the  "Financial  Close") 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; such vendors
generally  would be  repaid in  whole or in  part  at  Financial  Close. (No
arrangements  have yet been made to finance

                                       11

<PAGE>


the estimated  $650 million cost of  constructing  the Kingston  Project  though
management  anticipates  that it will have to surrender  part of its interest in
this project in  connection  with the financing  process.)  Amounts paid through
July 31, 1999 to third  parties in  connection  with the  Kingston  Project have
totaled  approximately  $149,000.  The  Company has cash of  approximately  $1.6
million  (as of August  13,  1999). Other than cash  generated  by the Company's
photovoltaic activities,  which is generally expended in these activities, and a
liquidating  distribution of  approximately  $100,000 to $300,000,  which may be
received from one  partnership  around October 1999,  management  anticipates no
significant  cash inflows in the near future.  Given the  Company's net cash use
rate  of  approximately $500,000 to $600,000 per  month (as of August 13, 1999),
the Company will have  sufficient funds to continue operations for approximately
two to three months from August 13, 1999. After the expiration of the applicable
period, Besicorp Ltd. may, without  additional  funds or a significant reduction
of its operating expenses,  not be  able to pay its obligations as  they  become
due. This would  materially and adversely effect Besicorp Ltd. and require it to
curtail operations.  As  one  means of reducing cash outflow,  the  Company  has
developed a salary deferment plan under which executive officers and certain key
employees have begun to defer portions of their salary ranging  in amounts  from
15% to 67%. The deferral arrangements are for a one-year term and are  resulting
in  a  monthly cash savings of  approximately $35,000 to $40,000. The Company is
also evaluating the Transaction (see "First Quarter  Developments and Subsequent
Events").  As  discussed  previously,  Besicorp Ltd. has  retained  a  financial
advisor to render financial and other general advise, including an evaluation of
the fairness of the  Transaction  from a financial  point of view, and to assist
the  Company  in responding  to proposed  alternative transactions,  if any.  No
assurance  can  be  given  that  the Transaction  will  be  completed  or  that
alternative  transactions will be available.  The Company has attempted but  not
developed any alternatives to  its liquidity and capital reserve problems and no
assurance can be given that any alternatives will be identified.

During the quarter ended June 30, 1999,  cash of $885,902 was used in operations
primarily  as a result of the net loss for the period of  $1,220,251,  partially
offset by changes in other assets and liabilities which produced a positive cash
flow of $267,774 and non-cash items of $66,575.

The  Company's  investing  activities  provided  cash of  $1,998,590  during the
quarter  primarily as a result of distribution  from partnerships of $2,009,905,
partially offset by the acquisition of property, plant and equipment of $11,315.
The   distributions   received   from   partnerships   during  the  quarter  are
non-recurring  in nature and  primarily  represent  the  Company's  share of the
proceeds  of the sale of  certain  pollution  control  emission  allowances  and
distributions made upon liquidation of certain partnerships.

During the current quarter,  the Company's  financing  activities  resulted in a
decrease in cash of $42,238, due to the repayment of borrowings.

The Company is currently  seeking financing for the construction of a 30,000 sq.
ft. facility at the site of the corporate  headquarters in Kingston to house the
solar electric product development and manufacturing operations.  This facility,
estimated  to cost no less than  $1.5  million  would  replace  space  currently
occupied under a cancelable lease.

The Company has no significant  capital  commitments  for Fiscal 2000 other than
those  which  may arise in the  ordinary  course of  business  and the  Kingston
Project.

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.

Many existing computer systems and software  applications use two digits, rather
than four, to record years, i.e., "98" instead of A1998." 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.

                                       12

<PAGE>

The  Company  relies on computer  hardware,  software,  and  related  technology
primarily in its internal  operations,  such as billing and  accounting.  During
Fiscal 1998, the Company 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 the Company'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 is dividing 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,  the Company has 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.  The Company expects to
test systems through January 2000.

With respect to the Non-IT Systems,  the Company 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.

The  Company  has  communicated  with  certain of its  vendors,  suppliers,  and
customers  to both  monitor and  encourage  their  respective  remedial  efforts
regarding Year 2000 issues.  The Company has contacted by letter or phone all of
its significant vendors and suppliers and its largest customers to determine the
extent to which the  Company's  systems might be vulnerable as a result of third
parties'  failure  to  resolve  their  own  Year  2000  issues.   The  Company'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  result in delays in their  providing  various  products  and
services to the  Company.  However,  the Company has  determined  that it is not
necessary to seek  replacement  vendors to assure  availability  of products and
services.  At present,  the Company 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 the  Company's  products  and
services and lead to a reduction in revenues;  therefore, the Company 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  the  Company's internal
operations will not be affected by Year 2000 problems. The Company 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,  the  Company'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.

The  Company  does not  intend  to  develop  a  contingency  plan.  Based on the
Company's  research,  evaluation,  and actions in preparation  for Year 2000, at
present,  the Company has no reason to believe it will not be able 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,  the Company
believes such  replacements  can be made with little  difficulty.  Further,  the
Company  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.

                                       13

<PAGE>

Short of any third party  disaster that the Company is unable to control and for
which the Company cannot  develop  contingency  plans,  such as the failure of a
utility providing power or telecommunications,  the Company 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  August 17, 1999 the Company has spent $193,681 on Year 2000 compliance.
Of this  amount,  $138,836  was spent during Fiscal 1999.

The Company expects that its  expenditures for Year 2000 related issues will not
exceed $50,000 in Fiscal 2000.

                                       14

<PAGE>


Item 6. - EXHIBITS AND REPORTS ON FORM 8-K
  a.     Exhibits
         10.5            Memorandum of Understanding by and between Empire State
                         Newsprint  LLC and  Besicorp Development, Inc.

         27.1            Financial Data Schedule - 3 months ended June 30, 1998*

         27.2            Financial Data Schedule - 3 months ended June 30, 1999*

*    Incorporated  by reference to the corresponding exhibits filed on August 6,
1999  with  the Quarterly Report on Form 10-QSB for the period  ended  June  30,
1999.

  b.     Reports on Form 8-K

         On July 14, 1999, the Company filed a report on Form 8-K/A to amend the
report on Form 8-K filed on March 22, 1999.  The report  contained  the Combined
Financial  Statements  and Exhibits of the  Distributed  Businesses  of Besicorp
Group Inc.


                                       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:  January 25, 2000                      /s/ Michael F. Zinn
       ----------------                          -------------------
                                                 Michael F. Zinn
                                                 President
                                                 (principal executive officer)



Date:  January 25, 2000                      /s/ James E. Curtin
       ----------------                          -------------------
                                                 James E. Curtin
                                                 Vice President and Controller
                                                 (principal accounting officer)

                                       16