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 December 31, 1999        Commission file number 000-25209



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



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



  1151 Flatbush Road, Kingston, New York                           12401
 ______________________________________________________________________________

 (Address of principal executive office)                         (Zip Code)


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


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


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

                                                            Yes __X__  No_______

Common stock outstanding as of February 14, 2000                       135,986

Transitional Small Business Disclosure Format               Yes______ No ___X___

<PAGE>

PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS

                                  BESICORP LTD.
                           CONSOLIDATED BALANCE SHEET
                                   (unaudited)


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

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

          Total Current Assets                                                  3,851,785                4,926,256
                                                                                ---------                ---------


Property, Plant and Equipment:
    Land and improvements                                                         229,660                  229,660
    Buildings and improvements                                                  1,914,029                1,914,029
    Machinery and equipment                                                       581,792                  726,958
    Furniture and fixtures                                                        237,423                  237,423
    Construction in progress                                                       94,572                        0
                                                                                ---------                ---------

                                                                                3,057,476                3,108,070

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

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

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

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

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

</TABLE>

See accompanying notes to unaudited consolidated financial statements.



                                                           2
<PAGE>



                                  BESICORP LTD.
                           CONSOLIDATED BALANCE SHEET
                                   (unaudited)

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

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

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

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

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



Shareholders' Equity:
    Common stock, $.01 par value:  authorized
       5,000,000 shares; issued 136,382
          at December 31, 1999 and 121,382 at March 31, 1999                       1,364                    1,214
    Additional paid in capital                                                10,135,677                9,490,827
    Unamortized deferred compensation                                           (544,093)                       0
    Retained earnings (deficit)                                               (3,621,473)                (172,163)
                                                                               ---------                ---------
                                                                               5,971,475                9,319,878
          Less: treasury stock at cost (400 shares and 0 shares,
              respectively)                                                      (17,200)                       0
                                                                               ---------                ---------

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


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

</TABLE>

See accompanying notes to unaudited consolidated financial statements.


                                        3

<PAGE>


                                 BESICORP LTD.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)


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

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

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

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

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

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

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

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

</TABLE>

See accompanying notes to unaudited consolidated financial statements.


                                        4
<PAGE>


                                  BESICORP LTD.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (unaudited)


<TABLE>
<CAPTION>
<S>

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

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

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

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

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

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

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

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

</TABLE>

See accompanying notes to unaudited consolidated financial statements.



                                        5
<PAGE>


                                  BESICORP LTD.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

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

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

                                       6
<PAGE>

B.    Business

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

Basic/Diluted Earnings per Common Share
Effective  December 15, 1997, the Company adopted the provisions of Statement of
Financial  Accounting  Standards  ("SFAS")  No.  128,  Earnings  per Share.  The
Statement  required  companies with a complex  capital  structure to report both
Basic Earnings per Share and Diluted  Earnings per Share.  Diluted  Earnings per
Share considers the effect of potential  common shares such as stock options and
warrants. Loss per common share for the three and nine months ended December 31,
1999 is based on the  weighted  average  number of shares of 135,982 and 133,899
outstanding during those respective periods. Loss per common share for the three
and nine months  ended  December  31, 1998 is computed  based on 121,382  shares
being issued as adjusted after the Distribution  and Spin-Off.  Since there were
no potential  Common Shares as of December 31, 1999 and December 31, 1998, Basic
and Diluted Earnings per Share are the same for both fiscal years.

D. The results of  operations  for the three and nine months ended  December 31,
1999 are not necessarily  indicative of the results to be expected for any other
interim period or for the full year.

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


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

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

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

       Balance March 31, 1999               $      0        $     0          $     0               $      0
              Additions                      258,526          9,672          651,085                919,283
              Expensed                             0              0                0                      0
              Reimbursements                       0              0                0                      0
                                             -------          -----          -------                -------
       Balance December 31, 1999            $258,526        $ 9,672         $651,085              $ 919,283
                                             =======          =====          =======                =======

</TABLE>

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

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

                                       7

<PAGE>



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

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

J.  Segments of Business
The Company specializes in the development, assembly, manufacture, marketing and
resale  of  photovoltaic  products  and  systems  ("Product  Segment")  and  the
development of power plant projects ("Project  Segment").  Segments are reported
based on the  subsidiaries  involved  with the activity of the segment,  with no
intersegment  revenues and expenses.  A summary of industry segment  information
for the three and nine months ended December 31, 1999 and 1998 is as follows:

<TABLE>
<CAPTION>
<S>

                                         <C>                  <C>                      <C>            <C>
For the Nine Months Ended                Project              Product
December 31, 1999                        Segment              Segment                 Eliminations (1)   Total
-----------------                        -------              -------                 ------------       -----

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

For the Nine Months Ended                Project              Product
December 31, 1998                        Segment              Segment                 Eliminations (1)    Total
-----------------                        -------              -------                 ------------        -----

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

</TABLE>

                                       8
<PAGE>

<TABLE>
<CAPTION>
<S>

                                         <C>                  <C>                      <C>            <C>
For the Three Months Ended               Project              Product
December 31, 1999                        Segment              Segment                 Eliminations (1)   Total
-----------------                        -------              -------                 ------------       -----

Net revenues                            $178,486              $1,941,720                                 $2,120,206
Loss before taxes                       (697,322)               (244,210)                                  (941,532)
Income tax provision (credit)              2,088                       0                                      2,088
Net income (loss)                       (699,410)                244,210                                   (943,620)
Identifiable assets                   20,155,153               2,300,957               (14,471,568)       7,984,542
Investment in partnerships                     0                       0                                          0
Capital expenditures                       4,072                  89,363                                     93,435
Depreciation and amortization             20,468                  15,116                                     35,584

For the Three Months Ended               Project              Product
December 31, 1998                        Segment              Segment                 Eliminations (1)    Total
-----------------                        -------              -------                 ------------        -----

Net revenues                            $26,815               $1,372,518                                  $1,399,333
Loss before taxes                    (1,380,019)                (448,778)                                 (1,828,797)
Income tax provision (credit)          (150,559)                (477,141)                                   (627,700)
Net income (loss)                    (1,223,560)                  22,463                                  (1,201,097)
Identifiable assets                  13,566,367                2,430,400              (11,994,756)         4,002,011
Investment in partnerships                    0                        0                                           0
Capital expenditures                          0                        0                                           0
Depreciation and amortization            18,325                   27,538                                      45,863

</TABLE>

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

                                       9

<PAGE>

SIGNATURES
----------

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                    Besicorp Ltd., Registrant


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



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

                                       10