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 September 30, 1999        Commission file number 000-25209



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



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



                  1151 Flatbush Road, Kingston, New York 12401
 ------------------------------------------------------------------------------

               (Address of principal executive office) (Zip Code)


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


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


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

                                                            Yes __X__  No____

Common stock outstanding as of September 30, 1999                      136,382

Transitional Small Business Disclosure Format               Yes_____   No ___X_

                                       1

<PAGE>

PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
                                  BESICORP LTD.
                           CONSOLIDATED BALANCE SHEET
                                   (unaudited)
<TABLE>
<CAPTION>
<S>
                                                                                 <C>                      <C>
                                                                                 September 30,              March 31,
                                                                                     1999                     1999
                                                                                 ____________               _________
                        ASSETS

Current Assets:
    Cash and cash equivalents                                                  $   800,399               $ 1,824,139
    Trade accounts and notes receivable (less allowance
       for doubtful accounts of $28,906 as of September 30, 1999
          and $32,000 at March 31, 1999)                                         1,390,706                   988,589
    Due from affiliates                                                             66,470                   374,250
    Notes receivable:  (includes interest of $5,770 at
          September 30, 1999 and $4,057 at March 31, 1999)                          87,320                   107,951
    Inventories                                                                  1,818,608                 1,165,761
    Other current assets                                                           439,579                   465,566
                                                                                ----------                 ---------
          Total Current Assets                                                   4,603,082                 4,926,256
                                                                                ----------                 ---------

Property, Plant and Equipment:
    Land and improvements                                                          229,660                   229,660
    Buildings and improvements                                                   1,914,029                 1,914,029
    Machinery and equipment                                                        603,654                   726,958
    Furniture and fixtures                                                         237,424                   237,423
    Construction in progress                                                        23,369                         0
                                                                                ----------                 ---------
                                                                                 3,008,136                 3,108,070

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

See accompanying notes to consolidated financial statements.

</TABLE>

                                        2
<PAGE>


                                  BESICORP LTD.
                           CONSOLIDATED BALANCE SHEET
                                   (unaudited)

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

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

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


Shareholders' Equity:
    Common stock, $.01 par value:  authorized
       5,000,000 shares; issued 136,382
          at September 30, 1999 and 121,382 at March 31, 1999                        1,364              1,214
    Additional paid in capital                                                  10,135,677          9,490,827
    Unamortized deferred compensation                                             (587,308)                 0
    Retained earnings (deficit)                                                 (2,677,853)          (172,163)
                                                                                ----------          ----------
                                                                                 6,871,880          9,319,878
          Less: treasury stock at cost (100 shares and 0 shares,
              respectively)                                                         (4,300)                 0
                                                                                ----------          ----------
          Total Shareholders' Equity                                             6,867,580          9,319,878
                                                                                ----------          ----------

          TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                           $ 8,340,436        $10,612,901
                                                                                ==========         ==========


See accompanying notes to consolidated financial statements.

</TABLE>
                                        3

<PAGE>

                                  BESICORP LTD.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
<S>
                                                                     <C>                       <C>
                                                                     Three months ended September 30,
                                                                      1999                      1998
Revenues:                                                            ---------------------------------

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

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

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

See accompanying notes to consolidated financial statements.

</TABLE>

<PAGE>

                                  BESICORP LTD.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)

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

Provision (Credit) for Income Taxes                                      13,934             (1,415,300)
                                                                      ----------             ---------
Net Loss                                                         $   (2,505,690)       $    (2,764,246)
                                                                      =========              =========
Basic Loss per Share                                             $       (18.86)       $        (22.77)
Basic Weighted Average Number of Shares                               ==========             =========
    Outstanding                                                         132,851                121,382
                                                                      =========              =========

See accompanying notes to consolidated financial statements.

</TABLE>

                                        4
<PAGE>



                                  BESICORP LTD.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (unaudited)

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

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

    Net cash provided (used) by financing activities                            (42,238)      1,813,689
                                                                              ---------       ---------
Investing Activities:
    Distribution from partnerships                                            2,034,579               0
    Acquisition of property, plant
       and equipment                                                            (54,546)        (70,637)
                                                                              ---------        ---------
    Net cash provided (used) by investing activities                          1,980,033         (70,637)
                                                                              ---------        ---------
Decrease in Cash and Cash Equivalents                                        (1,023,740)        (45,147)
Cash and Cash Equivalents - Beginning                                         1,824,139         104,428
                                                                              ---------        ---------
Cash and Cash Equivalents - Ending                                       $      800,399     $    59,281
                                                                              =========        =========
Supplemental Cash Flow Information:
    Interest paid                                                        $          287     $   161,955
    Income taxes paid                                                             6,456               0

See accompanying notes to consolidated financial statements.

</TABLE>

                                        5

<PAGE>

                                  BESICORP LTD.
              UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

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

                                       6

<PAGE>

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

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

C. Basic/Diluted Earnings per Common Share
Effective  December 15, 1997, the Company adopted the provisions of Statement of
Financial  Accounting  Standards  ("SFAS")  No.  128,  Earnings  per Share.  The
Statement  required  companies with a complex  capital  structure to report both
Basic Earnings per Share and Diluted  Earnings per Share.  Diluted  Earnings per
Share considers the effect of potential  common shares such as stock options and
warrants.  Loss per  common  share for the three- and  six-month  periods  ended
September 30, 1999 is based on the weighted  average number of shares of 136,370
and 132,851 outstanding during those respective  periods.  Loss per common share
for the three- and six-month  periods ended September 30, 1998 is computed based
on 121,382 shares being issued as adjusted after the  Distribution and Spin-Off.
Since  there  were no  potential  Common  Shares as of  September  30,  1999 and
September 30, 1998,  Basic and Diluted  Earnings per Share are the same for both
fiscal years.

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

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

                     September 30, 1999   March 31, 1999
                     __________________   ______________

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

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

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

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

</TABLE>

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

                                       7

<PAGE>

G.    Investments in Partnerships
Except for one  partnership,  which  management  anticipates  will be liquidated
around  December  1,  1999,  all  partnerships,   which  owned  or  leased  five
cogeneration  natural gas power plants,  were liquidated during the three months
ended  June  30,  1999,  and  the  applicable   liquidating   distributions   of
approximately  $2,000,000  were  received  by the  Company on June 1, 1999.  The
investment  in  partnerships  of  $1,692,414  at  September  30, 1999  primarily
represents (a) approximately  $250,000 which management expects will be received
by Besicorp Ltd. upon liquidation of the one unliquidated  partnership and which
may be increased or reduced depending upon the level of expenses incurred by the
partnership and (b)  approximately  $1.46 million (the  "Liquidated  Partnership
Funds") held in cash escrow  accounts which were  established in connection with
three  liquidated  partnerships.  The  Liquidated  Partnership  Funds  are to be
released, if any, to Besicorp Ltd. between June 2000 and May 2002 subject to the
satisfaction of certain conditions, as to which no assurance can be given.

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

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

<TABLE>
<CAPTION>
<S>

                                                 <C>                  <C>                      <C>                     <C>
                                                 Project               Product
September 30, 1999                               Segment               Segment                 Eliminations           Total
------------------                               -------               -------                 ------------           -----

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

September 30, 1998

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


</TABLE>

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

                                       8

<PAGE>


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

RESULTS OF OPERATIONS
Second Quarter Developments and Subsequent Events
On October 11, 1999, the Company announced that it had entered into an 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  $58.83  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.  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.

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. The Kingston Project involves the construction
of a  100  percent  recycled  newsprint  paper  manufacturing  facility  and  an
integrated  475 MW  combined-cycle  cogeneration  facility  to supply  steam and
electricity  to the paper  facility and  electricity  to the  deregulated  power
market.  KBR is to provide the preliminary design for the facilities and support
the environmental  permitting process relating to the project.  ENSR Corporation
of Acton,  Massachusetts  has been  retained  to  assist  the  Kingston  Project
principals in applying for the environmental  permits and approvals required for
the project.

On   October   18,   1999,    the   Company    announced   the   engagement   of
PricewaterhouseCoopers  Securities LLC to provide project  financing and related
financial services for the Kingston Project.  PricewaterhouseCoopers  Securities
LLC is to  provide  financial  advisory  services  for  the  project,  including
placement of debt,  equity or  equity-related  securities with  institutional or
strategic investors necessary to bring the project to financial closing.

REVENUES
Consolidated
Consolidated revenues increased by $1,114,079,  or 90%, to $2,347,793 during the
three months ended September 30, 1999 as compared to $1,233,714 during the three
months ended September 30, 1998.  Consolidated revenues for the six months ended
September 30, 1998 increased by $2,179,346,  or 92%, to $4,557,194,  as compared
to $2,377,848 during the six months ended September 30, 1998.

Product Sales.  Revenues from product sales during the three-month  period ended
September 30, 1999 increased by $1,064,940, or 97%, to $2,162,837 as compared to
$1,097,897 for the three months ended  September 30, 1998.  During the six-month
period ended September 30, 1999, revenues increased by $2,202,219 to $4,287,909,
as compared to  $2,085,690  for the six months ended  September  30,  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  increased  by  $15,748,  or  12%,  for the
three-month  period ended  September 30, 1999 and decreased by $72,891,  or 26%,
for the six-month  period ended  September 30, 1999 versus the same periods last
year. Contract revenue may vary from quarter to quarter based upon the degree of
completion of the various tasks outlined in the applicable agreements.

Interest  and Other  Investment  Income.  Interest and other  investment  income
during the three months ended September 30, 1999 increased by $33,391 to $39,822
compared to $6,431 for the three months ended  September 30, 1998.  Interest and
other investment income during the six months ended September 30, 1999 increased
by $50,008 to $63,222 compared to $13,204 for the six months ended September 30,
1998.  The  increases  in both the 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-month  periods ended September 30, 1999 and
1998 were  $1,846,388 and $1,034,036,  respectively,  or 85% and 94% of revenues
attributable to product sales.  During the six-month periods ended September 30,
1999  and  1998,   cost  of  product  sales  was  $3,697,215   and   $1,981,867,
respectively,  or 86% and 95% 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 also contributed to higher margins.

Selling, General and Administrative Expenses
Selling,  general and administrative  expenses ("SG&A") decreased by $1,411,686,
or 45%, to $1,708,453  for the  three-month  period ended  September 30, 1999 as
compared to  $3,120,139  for the  three-month  period ended  September 30, 1998.
During the  six-month  period  ended  September  30,  1999,  SG&A  decreased  by
$1,186,230 or 27% to  $3,276,183,  as compared to  $4,462,413  for the six-month
period ended September 30, 1998.

SG&A for the three and six months ended  September 30, 1999,  decreased from the
corresponding  periods 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 $1,402,085.  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.  For the six-month period ended September 30,
1999,  this  decrease was  partially  offset by increased  marketing  expense of
$148,300  in the  Company's  Product  Segment,  increased  professional  fees of
$126,264 and increased  equipment rental expense of $54,545  associated with the
Company's lease agreement with Besicorp Group Inc.

Loss from Partnerships
Loss from  partnerships for the three- and six-month periods ended September 30,
1999 increased to $75,187 from $0 for the comparable prior periods.  The loss is
comprised primarily of adjustments made to reflect the expected realizable value
of the one  unliquidated  partnership  investment,  partially  offset  by income
recognized  in  connection  with certain  agreements  with Niagara  Mohawk Power
Corporation, the cash for which was received on November 10, 1999.

                                       10

<PAGE>


Interest Expense
Interest expense for the three-month period ended September 30, 1999 compared to
the  three-month  period  ended  September  30, 1998  decreased by $9,924 to $0.
Interest  expense for the six-month period ended September 30, 1999 decreased by
$104,020 to $287 compared to $104,307 for the six-month  period ended  September
30, 1998. The decrease in both the three- and six-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 September
30, 1999 by $996,476, or 100%, to $3,176 compared to the credit for income taxes
of $993,300  for the same period last year.  During the  six-month  period ended
September 30, 1999,  the  provision for income taxes  increased by $1,429,234 to
$13,934  compared  to the  credit for income  taxes of  $1,415,300  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  September 30, 1999  decreased
by $660,020, or 34%, to $1,285,439 from the net loss of $1,945,459 for the three
months ended September 30, 1998. During the six-month period ended September 30,
1999,  the Company's net loss decreased by $258,556,  or 9%, to $2,505,690  from
the net loss of  $2,764,246  for the six months ended  September  30, 1998.  The
factors contributing to the decrease in net loss are discussed above.

LIQUIDITY AND CAPITAL RESOURCES
The Company does not have any short-term material capital commitments other than
the  construction  of the SunWize  Facility (as defined),  overhead and employee
costs  associated with  monitoring its power plant  initiatives and projects and
the development of new projects and approximately  $750,000 in third party costs
(of which  approximately  $238,000 has been expended through September 30, 1999)
in connection with the Kingston  Project.  The balance of the commitment will be
expended during the next nine to twelve months. Other than cash generated by the
Company's  photovoltaic  activities,   which  is  generally  expended  in  these
activities,  and a liquidating  distribution of  approximately  $250,000,  which
management  assumes will be received from one partnership  around December 1999,
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,  management  estimates that the Company has sufficient  funds to continue
operations only until  mid-December  1999.  After such time,  Besicorp Ltd. may,
without additional funds, not be able to pay its obligations as they become due.
The  following  action  has been taken to address  the  Company's  cash flow and
liquidity  problems  (though these actions may be  insufficient to correct these
problems):

(i)       Pursuant to the Agreement, the Parent agreed to lend  the Company 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  proposed  merger.

(ii)      The  Company implemented, as of July 5, 1999, a salary deferment  plan
          under which executive  officers and  certain key employees  have been
          deferring portions of their salary ranging in amounts from 15% to 67%.
          Effective October 10, 1999 the Chief  Executive  Officer increased his
          deferment to  100%. The deferral arrangements are  for a one-year term
          and are resulting in a monthly cash savings of  approximately  $45,000
          to $50,000.

Other than the consummation of the Agreement, the loans to be made by the Parent
and the salary  deferment  program,  the  Company  has not  developed  any other
acceptable alternatives to its liquidity and capital resource problems.

                                       11

<PAGE>

The Company's working capital decreased by $551,101 from $3,923,003 at March 31,
1999, to $3,371,902 at September 30, 1999 primarily as a result of a decrease in
cash, an increase in accounts payable and accrued  expenses  partially offset by
increases  in  inventory  and accounts  receivable.  At November  12, 1999,  the
Company had approximately $580,000 in cash.

During the six months ended  September 30, 1999,  cash of $2,961,535 was used in
operations  primarily  as a result of the net loss for the period of  $2,505,690
and net changes in other assets and  liabilities  which produced a negative cash
flow of $653,771. These were partially offset by non-cash items of $197,926.

The  Company's  investing  activities  provided  cash of  $1,980,033  during the
six-month period ended September 30, 1999 primarily as a result of distributions
from  partnerships  of  $2,034,579,  partially  offset  by  the  acquisition  of
property,  plant and  equipment  of $54,546.  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 six months ended September 30, 1999, the Company's financing  activities
resulted in a decrease in cash of $42,238, due to the repayment of borrowings.

The Company is currently  arranging,  through an industrial  development  agency
bond, 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 ("SunWize"). This facility is estimated
to cost  approximately  $2.0 million and would replace space currently  occupied
under a lease  whose  term  expires  May 31,  2000.  The  bond  that  will  fund
construction  of the facility will be secured by a letter of credit to be issued
by HSBC Bank USA.  The letter of credit will be secured by the  building and the
interest of SunWize in the real property upon which the building will sit.

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 "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.

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  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.

                                       12

<PAGE>

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.

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.

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  October 1, 1999 the Company has spent $194,327 on Year 2000 compliance.
Of this  amount,  $138,836  was spent during Fiscal 1999.

The Company does not expect  additional  expenditures  for the balance of Fiscal
2000.

                                       13
<PAGE>


                           PART II - OTHER INFORMATION

Item 1. - LEGAL PROCEEDINGS
For a more  extensive  discussion  of  various  legal  proceedings  in which the
Company is involved,  including the proceedings  described  below,  see "Item 3.
Legal  Proceedings"  of the Company's  Annual Report on Form 10-KSB for the year
ended March 31, 1999.

On March 29, 1993 James Lichtenberg commenced a shareholder's  derivative action
now pending in New York Supreme Court,  Ulster County,  entitled  Lichtenberg v.
Michael  F.  Zinn,  Steven I.  Eisenberg,  and Martin E.  Enowitz,  et al.  (the
"Lichtenberg  Litigation").   Oldco  is  named  as  nominal  defendant  in  this
shareholder's  derivative  action and the other  defendants  were  directors and
officers of Oldco at the time the action was filed.  The complaint  alleges that
the directors  breached their fiduciary  duties to Oldco by, among other things,
the issuance of stock to themselves in lieu of cash compensation,  allegedly for
inadequate  consideration,  and by the  accounting  treatment  given to  Oldco's
interest  in  various   partnerships  which  owned  and  operated   cogeneration
facilities,  which allegedly depressed the price of Oldco's stock. The plaintiff
is  seeking  an award of  damages  to  Oldco,  including  punitive  damages  and
interest,  an accounting and the return of assets to Oldco,  the  appointment of
independent  members to the Oldco Board,  the  cancellation of shares  allegedly
improperly granted,  and the award to the plaintiff of costs and expenses of the
lawsuit  including  legal fees.  The Court  dismissed  this action  based on the
recommendation of the Oldco's Board's special litigation committee (comprised of
independent  outside directors of Oldco) that concluded that the continuation of
such litigation was not in the best interests of Oldco.  The plaintiff's  appeal
of this decision was dismissed in April 1999 by the  Appellate  Division,  Third
Department. The plaintiff's motion with the Appellate Division, Third Department
seeking  leave to appeal to the Court of Appeals has been denied.  On August 17,
1999, plaintiff  moved for  leave  to appeal  directly  to the Court of Appeals,
which motion was denied in November 1999.

                                       ***

                                       14

<PAGE>



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

Exhibit           Exhibit
Number            -------
------

2.1               Form of Contribution and Distribution Agreement by and between
                  Besicorp Ltd. (the "Company")and Besicorp Group Inc.("BGI").**

2.2               Agreement  and  Plan of Merger  dated as of October 7, 1999 by
                  and  between  the Company, Besicorp Holdings, Ltd., and  Besi
                  Acquisition Corp.***

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

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

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

10.2              Form  of Escrow  Agreement by and  among the Company, BGI, LLC
                  and Acquisition.*

10.3              Form of Lease  by and between the Company and BGI.**

10.4              1999 Incentive Plan.**

27                Financial Data Schedule - 6 Months ended September 30, 1999

27.1              Financial Data Schedule - 6 Months ended September 30, 1998

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

**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.

***Incorporated  by reference to Exhibit 2.1 to the Company's  Current Report on
   Form 8-K filed on or about October 19, 1994.

(b.)     Reports on Form 8-K

         On or about  October 19, 1999,  the Company  filed a report on Form 8-K
announcing under "Item 5. Other Events" that it had entered into 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:  November 18, 1999                    /s/ Michael F. Zinn
       -----------------                        -------------------
                                                Michael F. Zinn
                                                President
                                                (principal executive officer)


Date:  November 18, 1999                   /s/ James E. Curtin
       -----------------                       -------------------
                                               James E. Curtin
                                               Vice President and Controller
                                               (principal accounting officer)

                                       16