______________________________________________________________

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                           FORM 10-K/A
                        (Amendment No. 1)

     [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934
           FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
                               OR
  [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934
                 COMMISSION FILE NUMBER 1-12527

                     BAYCORP HOLDINGS, LTD.
     (Exact name of registrant as specified in its charter)

                    DELAWARE                 02-0488443
                (State or other           (I.R.S. Employer
                jurisdiction of            Identification
                incorporation or                No.)
                 organization)


           ONE NEW HAMPSHIRE AVENUE,
                   SUITE 125
           PORTSMOUTH, NEW HAMPSHIRE            03801
             (Address of principal           (Zip Code)
               executive offices)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                         (603) 766-4990

   SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                  COMMON STOCK, $.01 PAR VALUE
                        (Title of Class)

                     AMERICAN STOCK EXCHANGE
           (Name of each exchange on which registered)

   SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                              NONE

  Indicate by check mark whether the registrant (1) has filed all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 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


  Indicate  by check mark if disclosure of delinquent  filers  to
Item 405 of Regulations S-K is not contained herein, and will not
be   contained,  to  the  best  of  registrant's  knowledge,   in
definitive  proxy  or  information  statements  incorporated   by
reference in Part III of this Form 10-K or any amendment to  this
Form 10-K.  X


  Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Act).  Yes     No  X


  As  of  June  30,  2004,  the aggregate  market  value  of  the
registrant's   Common  Stock  held  by  non-affiliates   of   the
registrant  was  approximately  $5,906,400  based  on  the   last
reported  sale  price  of the registrant's Common  Stock  on  the
American Stock Exchange.

  There  were  557,945 shares of Common Stock outstanding  as  of
March 24, 2005.

               DOCUMENTS INCORPORATED BY REFERENCE


         Incorporated Document            Location in Form 10-K
         _____________________            ____________________
  Portions of the Registrant's Proxy            Part III
Statement furnished to Stockholders in
  connection with the Annual Meeting
       to be held May 17, 2005.

 ______________________________________________________________


                                1

<Page>

                        EXPLANATORY NOTE

  BayCorp Holdings, Ltd. (the "Company") is filing this Amendment
No.  1 on Form 10-K/A to amend its Annual Report on Form 10-K for
the  year  ended  December  31, 2004  that  was  filed  with  the
Securities and Exchange Commission on March 31, 2005, to  include
a  revision to the language under "Changes in Internal  Controls"
under   Item  9A  and  to  include  revised  language  clarifying
applicable  dates in the Auditors Report, additional  income  tax
information  in  Footnote 2 and additional information  regarding
the  Company's  investment  in HoustonStreet  Exchange,  Inc.  in
Footnote 7, all in the Financial Statements included under  Items
8  and  15  of the Annual Report. This report speaks  as  of  the
original  filing  date  and, except as indicated,  has  not  been
updated  to  reflect events occurring subsequent to the  original
filing date.

                             PART II

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

  Financial statements and supplementary data are presented in
Part IV, Item 15 of this Report.

ITEM 9A.  CONTROLS AND PROCEDURES.

  Evaluation of Disclosure Controls and Procedures

  The  Chairman,  CEO, and President and the  Vice  President  of
Finance   of   the  Company  have  reviewed  and  evaluated   the
effectiveness of disclosure controls and procedures  (as  defined
in the Securities Exchange Act of 1934 (the "Exchange Act") Rules
240.13a-14(c) and 15d-14 (c)) within 90 days before the filing of
this Annual Report.  Based on that evaluation, the Chairman, CEO,
and  President  and the Vice President of Finance have  concluded
that their current disclosure controls and procedures are, in all
material  respects,  effective and timely,  providing  them  with
material information relating to that required to be disclosed in
the reports the Company files or submits under the Exchange Act.

  The  Company's  management, including  the  Chairman,  CEO  and
President and the Vice President of Finance, does not expect that
the  Company's disclosure controls and procedures or its internal
controls will prevent all error and all fraud.  A control system,
no  matter  how well conceived and operated, provides reasonable,
not absolute, assurance that the objectives of the control system
are  met.   The  design  of  a control system  reflects  resource
constraints; the benefits of controls must be considered relative
to  their  costs. Because there are inherent limitations  in  all
control  systems, no evaluation of controls can provide  absolute
assurance that all control issues and instances of fraud, if any,
within the Company have been or will be detected.  These inherent
limitations  include  the realities that judgments  in  decision-
making  can be faulty and that breakdowns occur because of simple
error or mistake.  Controls can be circumvented by the individual
acts  of some persons, by collusion of two or more people, or  by
management override of the control.  The design of any system  of
controls  is  based  in part upon certain assumptions  about  the
likelihood of future events.  There can be no assurance that  any
design  will  succeed  in achieving its stated  goals  under  all
future  conditions;  over time, controls  may  become  inadequate
because  of changes in conditions or deterioration in the  degree
of  compliance  with the policies or procedures. Because  of  the
inherent   limitations  in  a  cost-effective   control   system,
misstatements  due  to  error  or fraud  may  occur  and  not  be
detected.

Changes in Internal Controls

      There  have not been any changes in the Company's  internal
controls  or,  to  its  knowledge, in  other  factors  that  have
materially  affected,  or  are reasonably  likely  to  materially
affect,   these  controls  subsequent  to  the  date   of   their
evaluation.    The  Company  is  not  aware  of  any  significant
deficiencies or material weaknesses and, therefore, no corrective
actions were taken.

                             PART IV

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

  Documents filed as a part of this Form 10-K:

  1.  Financial    Statements.    The   Consolidated    Financial
      Statements  listed  in the Index to Consolidated  Financial
      Statements and Financial Statement Schedules are  filed  as
      part of this Annual Report on Form 10-K.


                                2

  <Page>

 2.  Exhibits.    The  Exhibits  listed  in  the  Exhibit   Index
      immediately preceding such Exhibits are filed  as  part  of
      this Annual Report on Form 10-K.



                                3


<Page>


                  INDEX TO FINANCIAL STATEMENTS

                     BAYCORP HOLDINGS, LTD.

                                                        PAGE

     Report of Independent Registered Public
     Accounting Firm . . . . . . . . . . . . . . . .    F-1

     Consolidated Balance Sheets as of
     December 31, 2004 and 2003  . . . . . . . . . .    F-2

     Consolidated Statements of Operations
      and Comprehensive
       Income (Loss) - Years Ended December 31, 2004,
       December 31, 2003 and December 31, 2002 . . .    F-3

     Consolidated Statements of Changes in
      Stockholders' Equity
       - Years Ended December 31, 2004,
         December 31, 2003 and December 31, 2002 . .    F-4

     Consolidated Statements of Cash Flows
       - Years Ended December 31, 2004,
         December 31, 2003 and December 31, 2002 . .    F-5

     Notes to Consolidated Financial Statements  . .    F-6





                                4


<Page>

     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors & Shareholders of
BayCorp Holdings, Ltd.

  We have audited the accompanying consolidated balance sheets of
BayCorp   Holdings,  Ltd.  (a  Delaware  corporation)   and   its
subsidiaries, as of December 31, 2004 and 2003, and  the  related
consolidated  statements of operations and  comprehensive  income
(loss),  changes in stockholders' equity and cash flows for  each
of  the three years in the period ended December 31, 2004.  These
financial  statements  are the responsibility  of  the  Company's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

  We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States.)  Those
standards  require that we plan and perform the audit  to  obtain
reasonable  assurance about whether the financial statements  are
free  of  material misstatement.  An audit includes consideration
of  internal  control over financial reporting  as  a  basis  for
designing   audit   procedures  that  are  appropriate   in   the
circumstances, but not for the purpose of expressing  an  opinion
on  the  effectiveness  of the Company's  internal  control  over
financial  reporting.  Accordingly, we express no  such  opinion.
An  audit  also  includes examining, on a  test  basis,  evidence
supporting   the  amounts  and  disclosures  in   the   financial
statements.   An  audit  also includes assessing  the  accounting
principles used and significant estimates made by management,  as
well  as evaluating the overall financial statement presentation.
We  believe  that our audits provide a reasonable basis  for  our
opinion.

  In  our opinion, the consolidated financial statements referred
to  above present fairly, in all material respects, the financial
position  of  BayCorp Holdings, Ltd. and its subsidiaries  as  of
December  31, 2004 and 2003, and the results of their  operations
and  cash  flows for each of the three years in the period  ended
December  31,  2004,  in  conformity with  accounting  principles
generally accepted in the United States.

                                  VITALE, CATURANO & COMPANY LTD.

Boston, Massachusetts
February 11, 2005,
(except  for certain matters discussed in paragraph 6 of Note  1A
and Note 8 as to which the date is March 16, 2005.)



                               F-1

<Page>


<Table>
<Caption>

                             BAYCORP HOLDINGS, LTD.

                           CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)


                                                           DECEMBER 31,    DECEMBER 31,
                                                               2004            2003
<S>                                                       <C>             <C>
ASSETS:
Current Assets:
  Cash & Cash Equivalents . . . . . . . . . . . . . . . .    $ 9,627         $ 7,469
  Accounts Receivable, net  . . . . . . . . . . . . . . .        639             339
  Prepayments & Other Assets  . . . . . . . . . . . . . .         83           1,085
                                                             _______         _______
          Total Current Assets  . . . . . . . . . . . . .     10,349           8,893
Long Term Assets:
  Restricted Cash -  Escrow . . . . . . . . . . . . . . .      2,500           2,500
  Unrealized Gain on Energy Contract - at market  . . . .          -               3
  Intangible Asset  . . . . . . . . . . . . . . . . . . .         45               -
  Gas and Oil Properties, net . . . . . . . . . . . . . .        670               -
  Other Long Term Assets  . . . . . . . . . . . . . . . .        518           1,508
                                                             _______         _______
       Total Other Assets . . . . . . . . . . . . . . . .      3,733           4,011

          Total Assets  . . . . . . . . . . . . . . . . .    $14,082         $12,904
                                                             =======         =======

LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
  Accounts Payable and Accrued Expenses . . . . . . . . .    $   769         $   965
  Accrued Taxes . . . . . . . . . . . . . . . . . . . . .         92              95
  Other Current Liabilities . . . . . . . . . . . . . . .        741           1,740
                                                             _______         _______
     Total Current Liabilities  . . . . . . . . . . . . .      1,602           2,800
Long Term Liabilities & Deferred Credits
  Deferred Gain on Energy Contract  . . . . . . . . . . .      1,534           1,798
  Unrealized Loss on Energy Contract - at market  . . . .      3,424               -
  Long Term Liability . . . . . . . . . . . . . . . . . .      2,479               -
  Minority Interest in Subsidiary . . . . . . . . . . . .        219               -
Commitments & Contingencies
Stockholders' Equity:
  Preferred stock, $0.01 par value
     Authorized - $1,000,000 shares; Issued
     and Outstanding - 0 shares . . . . . . . . . . . . .          -               -
  Common stock, $0.01 par value
     Authorized - 4,000,000 shares; Issued
     and Outstanding - 557,945 and 641,937 shares,
     Respectively . . . . . . . . . . . . . . . . . . . .          6               6
  Additional Paid-in Capital  . . . . . . . . . . . . . .    (21,475)        (20,531)
  Accumulated Earnings  . . . . . . . . . . . . . . . . .     26,293          28,831
                                                             _______         _______
       Total Stockholders' Equity . . . . . . . . . . . .      4,824           8,306
          Total Liabilities and Stockholders' Equity  . .    $14,082         $12,904
                                                             =======         =======

</Table>

   (The accompanying notes are an integral part of these consolidated financial
                                  statements.)


                                       F-2

  <Page>

  <Table>
  <Caption>


                             BAYCORP HOLDINGS, LTD.

         CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                            YEARS ENDED DECEMBER 31,
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

                                                      2004       2003        2002
                                                      ____       ____        ____
<S>                                                 <C>          <C>       <C>
Operating Revenues . . . . . . . . . . . . . . . .  $ 5,538      $ 4,001   $  48,788
Operating Expenses:
  Production . . . . . . . . . . . . . . . . . . .       93            0      21,089
  Transmission . . . . . . . . . . . . . . . . . .       33            0         845
  Purchased Power                                     4,058        3,901       4,706
  Unrealized (Gain) Loss on Firm Energy Trading
     Contracts . . . . . . . . . . . . . . . . . .    3,165        1,926        (115)
  Administrative & General . . . . . . . . . . . .    2,171        2,705      11,616
  Depreciation, Depletion & Amortization . . . . .       19            0       3,134
  Decommissioning Cost Accretion . . . . . . . . .        0            0       4,105
  Decommissioning Trust Fund Income  . . . . . . .        0            0      (1,133)
  Taxes Other than Income  . . . . . . . . . . . .      133          416       3,080
                                                    _______    _________   _________
     Total Operating Expenses  . . . . . . . . . .    9,672        8,948      47,327
Operating Income (Loss)  . . . . . . . . . . . . .   (4,134)      (4,947)      1,461
Other Income:
  Interest and Dividend Income . . . . . . . . . .     (215)        (503)       (883)
  Gain on Sale of Seabrook Asset . . . . . . . . .        0            0     (59,774)
  Other Deductions (Income)  . . . . . . . . . . .   (1,153)        (276)         45
                                                    _______    _________   _________
     Total Other Income  . . . . . . . . . . . . .   (1,368)        (779)    (60,612)
Income (Loss) Before Income Taxes, Minority
    Interest and Extraordinary Item  . . . . . . .   (2,766)      (4,168)     62,073
Provision for Income Taxes . . . . . . . . . . . .      (19)           0      (3,200)
Minority Interest Expense  . . . . . . . . . . . .      (31)           -           -
                                                    _______    _________   _________
Net Income (Loss) before Extraordinary
  Item . . . . . . . . . . . . . . . . . . . . . .   (2,816)      (4,168)     58,873
Extraordinary Item - Gain on Consolidation of
  Subsidiary, net of tax . . . . . . . . . . . . .      278            -           -
                                                    _______    _________   _________
Net Income (Loss)  . . . . . . . . . . . . . . . .   (2,538)      (4,168)     58,873
Other Comprehensive Income, net of tax . . . . . .        0            0         223
                                                    _______    _________   _________
Comprehensive Income (Loss)  . . . . . . . . . . .  $(2,538)   $  (4,168)  $  59,096
                                                    =======    =========   =========
Weighted Average Shares Outstanding - Basic  . . .  585,044    2,421,123   8,387,767
Weighted Average Shares Outstanding - Diluted  . .  585,044    2,421,123   8,671,328
Basic Net Income (Loss) per Share before
  Extraordinary Item . . . . . . . . . . . . . . .  $ (4.81)   $   (1.72)  $    7.02
Diluted Net Income (Loss) per Share before
  Extraordinary Item . . . . . . . . . . . . . . .  $ (4.81)   $   (1.72)  $    6.79
Basic and Diluted Net Income Per Share -
  Extraordinary Item . . . . . . . . . . . . . . .  $  0.47            -           -
Basic Net Income (Loss) per Share  . . . . . . . .  $ (4.34)   $   (1.72)  $    7.02
Diluted Net Income (Loss) per Share  . . . . . . .  $ (4.34)   $   (1.72)  $    6.79

</Table>

  (The accompanying notes are an integral part of these consolidated financial
                                  statements.)


                                       F-3

<Page>

<Table>
<Caption>
                             BAYCORP HOLDINGS, LTD.

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                             (DOLLARS IN THOUSANDS)



                        COMMON
                   STOCK, $0.01 PAR
                         VALUE
                                                                       ACCUMU-
                     ISSUED     ISSUED                                  LATED    RETAINED
                       AND       AND             LESS:        ADDI-     OTHER    EARNINGS   TOTAL
                      OUT-       OUT-          TREASURY      TIONAL    COMPRE-   (ACCUMU-   STOCK-
                    STANDING   STANDING          STOCK       PAID-IN   HENSIVE    LATED    HOLDERS'
                     SHARES     AMOUNT    SHARES    AMOUNT   CAPITAL    INCOME   DEFICIT)   EQUITY

                <C>         <C>     <C>         <C>        <C>       <C>     <C>       <C>
Balance at
December 31, 2001   8,586,316     $86     185,052  $ (1,396)  $100,383  $223    $(25,875) $ 73,422
  Stock Options
   Exercised          180,934       2            -        -      1,142     -           -     1,144
  Treasury Stock     (311,981)     (4)   (185,052)    1,396     (2,844)    -           -    (1,452)
  Other Incentive
   Stock Option
   Transactions             -       -           -         -      2,212     -           -     2,212
  Net Change in
   Unrealized
   Holding Gain             -       -           -         -          -  (223)          -      (223)
  Net Income                -       -           -         -          -     -      58,873    58,873
                   __________  ______  __________  ________   ________  ____    ________  ________

Balance at
December 31, 2002   8,455,269     $84           -  $      -   $100,893  $  0    $ 32,999  $133,976
  Stock Options
   Exercised          262,512       3           -         -      1,774     -           -     1,777
  Treasury Stock            -       -  (8,075,844) (119,918)         -     -           -  (119,918)
  Other Incentive
   Stock Option
   Transactions             -       -           -         -     (3,361)    -           -    (3,361)
  Shares Purchased
   and Retired     (8,075,844)    (81)  8,075,844   119,918   (119,837)    -           -         0
  Net Loss                  -       -           -         -          -     -      (4,168)   (4,168)
                   __________  ______  __________  ________   ________  ____    ________  ________
Balance at
December 31, 2003     641,937  $    6           -  $      -   $(20,531) $  0    $ 28,831  $  8,306
  Stock Options
   Exercised            4,559       -           -         -         41     -           -        41
  Other Incentive
   Stock Option
   Transactions             -       -           -         -        172     -           -       172
  Shares Purchased
   and Retired        (88,551)      -           -         -     (1,157)    -           -    (1,157)

Net Loss                    -       -           -         -          -     -      (2,538)   (2,538)
                   __________  ______  __________  ________   ________  ____    ________  _________
Balance at
December 31, 2004     557,945  $    6           -  $      -   $(21,475) $  0    $ 26,293  $  4,824
                   ==========  ======  ==========  ========   ========  ====    ========  ========



</Table>
  (The accompanying notes are an integral part of these consolidated financial
                                  statements.)


                                       F-4

  <Table>
  <Caption>


                             BAYCORP HOLDINGS, LTD.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            YEARS ENDED DECEMBER 31,
                             (DOLLARS IN THOUSANDS)

                                                        2004       2003        2002
                                                        ____       ____        ____

<S>                                                   <C>         <C>         <C>
Net cash flows from operating activities:
  Net income (loss)  . . . . . . . . . . . . . . . .  $(2,538)    $ (4,168)   $ 58,873
  Adjustments to reconcile net income (loss) to
     net cash provided by (used in) operating
     activities:
     Minority Interest expense . . . . . . . . . . .       31            -           -
     Extraordinary gain, net of income tax . . . . .     (278)           -           -
     Unrealized (gain) loss on the mark-to-market
       of energy contracts . . . . . . . . . . . . .    3,427        1,926        (115)
     Amortization of deferred gain on energy
       contract. . . . . . . . . . . . . . . . . . .     (263)           -           -
     Non-cash compensation expense . . . . . . . . .      172          410       2,468
     Depreciation, depletion and amortization  . . .       19            -       3,134
     Amortization of nuclear fuel  . . . . . . . . .        -            -       3,450
     Gain on sale of Seabrook asset  . . . . . . . .        -            -     (59,774)
     Decommissioning cost accretion  . . . . . . . .        -            -       4,105
     Decommissioning trust fund income . . . . . . .        -            -      (1,133)
     (Increase) decrease in accounts receivable  . .     (206)         (23)      5,975
     (Increase) decrease in materials & supplies . .        -            -          73
     (Increase) decrease in prepayments and other
         assets  . . . . . . . . . . . . . . . . . .    2,028          818      (2,055)
       Increase (decrease) in accounts payable and
         accrued expenses  . . . . . . . . . . . . .     (221)         551      (1,195)
       Increase (decrease) in accrued taxes  . . . .       (3)      (2,246)      1,724
       Increase (decrease) in miscellaneous and
         other Liabilities . . . . . . . . . . . . .    1,448       (2,051)       (386)
  Net cash provided by (used in) operating
   activities  . . . . . . . . . . . . . . . . . . .    3,616       (4,783)     15,144
Net cash flows from investing activities:                                            -
      Consolidation of HoustonStreet . . . . . . . .      393            -           -
      Purchase of intangibles  . . . . . . . . . . .      (45)           -           -
      Investment in oil and gas properties . . . . .     (690)           -           -
     Capital additions . . . . . . . . . . . . . . .        -            -      (1,417)
     Nuclear fuel additions  . . . . . . . . . . . .        -            -        (753)
     Payments to decommissioning fund  . . . . . . .        -            -      (1,161)
     Increase in restricted cash . . . . . . . . . .        -            -        (597)
     Seabrook sale-net cash proceeds . . . . . . . .        -            -     108,276
     Purchases of short-term investments . . . . . .        -            -     (16,625)
     Sales of short-term investments . . . . . . . .        -            -      16,329
                                                      _______     ________    ________
  Net cash provided by (used in) investing
   activities  . . . . . . . . . . . . . . . . . . .     (342)           -     104,052
Net cash flows from financing activities:
     Stock option exercise . . . . . . . . . . . . .       41        1,777       1,142
     Reacquired capital stock  . . . . . . . . . . .   (1,157)    (123,689)     (1,452)
                                                      _______     ________    ________
  Net cash used in financing activities  . . . . . .   (1,116)    (121,912)       (310)
Net increase (decrease) in cash and cash
  Equivalents  . . . . . . . . . . . . . . . . . . .    2,158     (126,695)    118,886
Cash and cash equivalents, beginning of period . . .    7,469      134,164      15,278
                                                      _______     ________    ________
Cash and cash equivalents, end of period . . . . . .  $ 9,627     $  7,469    $134,164
Supplemental disclosure of cash flow information
Cash paid for income taxes . . . . . . . . . . . . .  $    15     $  2,516    $  1,551

</Table>

  (The accompanying notes are an integral part of these consolidated financial
                                  statements).

                                       F-5



                     BAYCORP HOLDINGS, LTD.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2004

1.    SUMMARY   OF   OPERATIONS,  SIGNIFICANT  TRANSACTIONS   AND
 ACCOUNTING POLICIES

A. THE COMPANY

  BayCorp  Holdings,  Ltd. ("BayCorp" or  the  "Company")  is  an
unregulated holding company incorporated in Delaware in 1996.  As
of  December 31, 2004, BayCorp had five wholly owned subsidiaries
including  Great  Bay  Power Marketing,  Inc.,  Great  Bay  Hydro
Corporation,  Nacogdoches Power, LLC, Nacogdoches Gas,  LLC,  and
BayCorp Ventures, LLC.  BayCorp also held a majority interest  in
HoustonStreet Exchange, Inc. as of December 31, 2004.

  Until  January  1,  2003, BayCorp had two  principal  operating
subsidiaries  that  generated and traded  wholesale  electricity,
Great  Bay  Power Corporation ("Great Bay") and Little Bay  Power
Corporation ("Little Bay").  Their principal asset was a combined
15%  joint  ownership  interest in  the  Seabrook  Nuclear  Power
Project  in  Seabrook, New Hampshire (the "Seabrook  Project"  or
"Seabrook") until November 1, 2002, when BayCorp sold Great Bay's
and  Little Bay's interest in Seabrook.  That ownership  interest
entitled  Great Bay and Little Bay to approximately 174 megawatts
("MWs")  of  the  Seabrook Project's power output.   In  December
2002, BayCorp dissolved Great Bay and Little Bay.

  In  October  2002, BayCorp formed two subsidiaries,  Great  Bay
Power  Marketing, Inc. ("Great Bay Power Marketing") and  BayCorp
Ventures,  LLC. ("BayCorp Ventures").  Great Bay Power Marketing,
incorporated in Maine as a wholly owned subsidiary,  was  created
to  hold  the purchased power agreement that Great Bay  had  with
Unitil Power Corporation ("Unitil") and to arrange for the  power
supply  to  satisfy the agreement.  See "Note 4. Purchased  Power
Agreements."   Effective  January  1,  2003,  Great   Bay   Power
Marketing  assumed the Unitil contract and holds  the  letter  of
credit   established  to  secure  Great  Bay  Power   Marketing's
obligations  under the Unitil contract.  BayCorp  formed  BayCorp
Ventures, a Delaware limited liability company and a wholly owned
subsidiary,  to serve as a vehicle through which the Company  can
make  investments following the Seabrook sale and the  expiration
of the Company's tender offer that took place in 2003.

  In  September 2003, BayCorp formed Great Bay Hydro  Corporation
("Great  Bay  Hydro"), a New Hampshire corporation, as  a  wholly
owned  subsidiary.  Great Bay Hydro entered into a  purchase  and
sale  agreement,  dated  as of October 30,  2003,  with  Citizens
Communications  Company  ("Citizens") to acquire  the  generating
facilities  in Vermont owned by the Vermont Electric Division  of
Citizens.  Great Bay Hydro completed the acquisition and  assumed
operating responsibility of the generating facilities on April 1,
2004.    The   generating   facilities   include   an   operating
hydroelectric  facility of approximately 4 megawatts  located  in
Newport, Vermont, diesel engine generators totaling approximately
7   megawatts  located  in  Newport,  Vermont  and  non-operating
hydroelectric  facilities in Troy and West  Charleston,  Vermont.
Great  Bay  Hydro  uses  the output of the  Newport  plant  as  a
physical  hedge for a portion of BayCorp's contractual obligation
to supply 9.06 megawatts to Unitil through 2010.  Great Bay Hydro
paid  a  nominal  purchase price to Citizens for  the  generating
facilities  and  650 acres of real property associated  with  the
generating  facilities,  and  this amount  is  reflected  in  the
Company's financial statements.  In addition, Citizens agreed  to
indemnify Great Bay Hydro for the reasonably anticipated costs of
complying  with  the  requirements of the new  operating  license
issued  by  the Federal Energy Regulatory Commission ("FERC")  on
November 21, 2003.  On September 28, 2004, Great Bay Hydro agreed
to  terminate Citizens' indemnification requirements in  exchange
for  Citizens'  payment to Great Bay Hydro of approximately  $4.4
million,  since  the  receipt  of  which  Great  Bay  Hydro  paid
approximately  $1.2 million for costs incurred  through  December
31,  2004 for FERC compliance.  The balance sheet at December 31,
2004  reflects corresponding short-term and long-term liabilities
of  $719,000  and  $2,479,000, respectively,  for  the  estimated
remaining cost of FERC compliance.

  In  June  2004, Great Bay Hydro received FERC approval  of  its
designation as an exempt wholesale generator ("EWG").   In  order
to  maintain  EWG status, Great Bay Hydro must engage exclusively
in  the  business  of owning or operating one or  more  "eligible
facilities" and selling electricity only at wholesale  (i.e.  not
to  end users) and incidental activities.  An "eligible facility"
is  a  facility  used  for  the  generation  of  electric  energy
exclusively  at wholesale or used for the generation of  electric
energy  and  leased to one or more public utility companies.   In
the  case of Great Bay Hydro, its Vermont generating facility  is
an "eligible facility."

  In   October  2004,  BayCorp  formed  Nacogdoches  Power,   LLC
("Nacogdoches Power"), a New Hampshire limited liability company,
as  a  wholly owned subsidiary.  On October 19, 2004, Nacogdoches
Power  acquired the development rights to an approximate 1000  MW
natural  gas-fired  power plant project  in  Nacogdoches  County,
Texas,  located  in  east Texas.  The project  received  its  air
quality  permit  and  its  wastewater discharge  permit  and  has
options to acquire the land and a number of easements for the


                               F-6

<Page>

plant.   The  proposed plant site is located  near  the  Electric
Reliability  Council of Texas ("ERCOT") and the  Southwest  Power
Pool  high  voltage transmission lines as well  as  a  source  of
cooling  water  and  natural  gas lines.   Nacogdoches  Power  is
pursuing the development of this project with an initial focus on
securing gas supply and power offtake contracts.

  In   November  2004,  BayCorp  formed  Nacogdoches   Gas,   LLC
("Nacogdoches  Gas"), a New Hampshire limited liability  company,
as  a  wholly owned subsidiary.  In the fourth quarter  of  2004,
Nacogdoches  Gas  entered into agreements with Sonerra  Resources
Corporation  ("Sonerra"), an independent oil and gas exploration,
development  and  operating company, under which Nacogdoches  Gas
acquired  an  approximate 10% working  interest  (of  a  77%  net
revenue interest) in two natural gas and oil producing wells. Oil
and  gas investments in 2004 were approximately $690,000 for  the
10%  interests  in two wells.   Nacogdoches Gas entered  into  an
agreement,  dated  January  7, 2005  with  Sonerra,  under  which
Nacogdoches  Gas will fund the development of three  natural  gas
and  oil wells.  This agreement was amended as of March 14, 2005,
increasing the number of wells from three to four.  In  addition,
Nacogdoches  Gas  has  an  option  to  participate  in  Sonerra's
continued development of up to 15 additional natural gas and  oil
wells over the next two years.  Under the agreement with Sonerra,
Nacogdoches  Gas will fund the total cost of the new wells  (with
the  provision  that  up to 25% of the working  interest  may  be
funded and acquired by other parties) and will receive a priority
return  of 90% of the working interest funded until its aggregate
investment is recovered.  Once Nacogdoches Gas has recovered  all
of its investment in the wells from the net proceeds of all wells
and  any  other  revenues  from the  assets  acquired  under  the
development agreement, Sonerra and Nacogdoches Gas will own equal
amounts  of the working interests funded.  The working  interests
include  undivided leasehold interests in the gas units  and  the
production and gathering equipment.

  BayCorp  also owns shares representing approximately  59.7%  of
the  outstanding  common shares of HoustonStreet  Exchange,  Inc.
("HoustonStreet"), which was incorporated in  Delaware  in  1999.
HoustonStreet   developed  and  operates  HoustonStreet.com,   an
Internet-based independent crude oil and refined products trading
exchange in the United States.

  As   of   December  31,  1999,  the  Company  owned   100%   of
HoustonStreet.   HoustonStreet raised additional equity  in  2000
from  outside investors and as a result, as of December 4,  2000,
the  Company's ownership fell below 50%, to 45.9%.  Subsequently,
the  Company deconsolidated HoustonStreet as of December 4, 2000,
started  accounting for this investment on the equity method  and
suspended  recognition of additional HoustonStreet losses  as  of
that date.  A recapitalization of HoustonStreet was completed  in
the  second quarter of 2004, and as a result, BayCorp's ownership
interest  in HoustonStreet increased above 50%.  As a  result  of
this  recapitalization, BayCorp began consolidating its financial
statements with HoustonStreet as of May 1, 2004.

  Prior to April 30, 2004, in addition to its equity interest  in
HoustonStreet, the Company held an $8.4 million secured  note  in
HoustonStreet.   In  March 2001, HoustonStreet raised  additional
funding  by  selling senior secured notes to  BayCorp  and  other
investors.   Collectively, these notes were referred  to  as  the
"HoustonStreet  Series C Units."  The outstanding  principal  and
interest  of  this  note  to BayCorp as of  April  30,  2004  was
approximately  $11  million.  The Company had written  this  note
down  to zero as of December 31, 2000.  The notes were originally
due  and  payable  in December 2001, and the  maturity  date  was
subsequently  extended to January 15, 2004.  The notes  were  not
paid  when due, and in February 2004, HoustonStreet was  formally
notified  of  the payment default.  BayCorp and the other  senior
secured   noteholders  reserved  their  rights  and  proposed   a
recapitalization of HoustonStreet that would potentially  provide
effective  control  of  HoustonStreet to  the  noteholders.   The
recapitalization  was  approved by  the  Board  of  Directors  of
HoustonStreet  in  March 2004 and was approved  by  HoustonStreet
shareholders in April 2004.

  The   effect   of   the   recapitalization   was   to   convert
HoustonStreet's secured debt into equity and convert  outstanding
preferred stock in HoustonStreet into either the right to receive
nominal  cash  consideration or a nominal amount of HoustonStreet
common  stock.   All  outstanding shares of HoustonStreet  common
stock prior to the restructuring were cancelled.  As a result  of
the  restructuring, as of May 1, 2004, holders of senior  secured
promissory  notes held common stock of HoustonStreet representing
approximately  ninety-nine  percent of  the  outstanding  capital
stock   of  HoustonStreet.   Holders  of  preferred  stock   held
approximately one percent of the outstanding capital stock  as  a
result of the restructuring.

B.  PRINCIPLES OF CONSOLIDATION

  BayCorp's   Consolidated  Financial  Statements   include   the
accounts of the Company and all its subsidiaries.  Until November
1,  2002,  the  Company  had a 15% joint  ownership  interest  in
Seabrook.   The Company recorded in its financial statements  its
proportional   share  of  Seabrook's  assets,   liabilities   and
expenses.   In  November  2004, BayCorp formed  Nacogdoches  Gas,
which acquired an approximate 10% working interest in two natural
gas  and oil producing wells in the fourth quarter of 2004.   The
Company  recorded  in its financial statements  its  proportional
share  of  well revenues and expenses.  The Company  consolidates
all  majority owned and controlled subsidiaries and  applies  the
equity method of accounting for investments between 20% and 50%.


                               F-7

<Page>

All  significant intercompany transactions have been  eliminated.
All  sales  of  subsidiary  stock are accounted  for  as  capital
transactions in the consolidated financial statements.

 In  January 2003, the FASB issued Interpretation No. ("FIN") 46,
Consolidation  of Variable Interest Entities - An  Interpretation
of  ARB  No.  51,  as  amended by FIN  46R.   The  interpretation
requires  that a company consolidate the financial statements  of
an  entity  that  cannot finance its activities  without  outside
financial  support,  and  for which  that  company  provides  the
majority  of  support.  The Company deemed that  its  investment,
HoustonStreet,  was  not a variable interest entity.   Therefore,
prior to May 1, 2004 and when BayCorp held a minority interest in
HoustonStreet, the Company accounted for HoustonStreet under  the
equity method.  A recapitalization of HoustonStreet was completed
effective  May  1,  2004,  and as a result,  BayCorp's  ownership
interest  in HoustonStreet increased above 50%.   As a result  of
this  recapitalization, BayCorp began consolidating HoustonStreet
as of May 1, 2004.

  The  fair  value  of  current  assets  exceeded  BayCorp's  net
investment  in HoustonStreet by $278,000, resulting  in  negative
goodwill upon application of step acquisition accounting.   As  a
result,  the Company recognized an extraordinary gain of $278,000
in  the  second quarter of 2004 in accordance with SFAS  No.  141
"Business Combinations."

 The  Company has an agreement with HoustonStreet under which  it
is  providing certain accounting and administrative  services  to
HoustonStreet  for  the  periods April  1999  to  December  2004.
Income  related to such services was $30,000 for the  year  ended
December  31, 2004, $30,000 for the year ended December 31,  2003
and $60,000 for the year ended December 31, 2002.  See Note 7 for
further discussion.

C. SALE OF SEABROOK OWNERSHIP

  In   April   2002,  FPL  Energy  Seabrook,  LLC  ("FPL   Energy
Seabrook"),  a subsidiary of FPL Group, Inc., agreed to  purchase
88.2%  of  the  1,161  MW  Unit  1 and  88.2%  of  the  partially
constructed  Unit  2  of  Seabrook,  for  $836.6  million,  which
included  Great  Bay's and Little Bay's aggregate  15%  ownership
share,  subject to certain adjustments, with payment  deliverable
fully in cash at closing.  FPL Energy Seabrook assumed nearly all
of    the   Company's   Seabrook   liabilities   including    the
decommissioning liability for the acquired portion  of  Seabrook.
On November 1, 2002, the Company closed the sale of its interests
in  Seabrook and received approximately $113 million in cash  for
its  interests in the Seabrook Project (the "Seabrook  Closing").
The   Company  funded  certain  escrows  for  potential   closing
adjustments  and paid other costs of approximately $4.3  million.
The remaining escrow amounts were included in prepayments and the
potential  closing  adjustments were included  in  other  current
liabilities.   The amount escrowed was based on  an  estimate  of
those   expenses.   The  Company  received  a  one-time   payment
following the final reconciliation of and termination of all such
escrow  accounts  in 2004 in accordance with  the  terms  of  the
Escrow  Agreements among the selling owners.  As a result of  the
post-closing adjustments being settled for less than the  Company
had  previously  estimated and accrued for, the Company  recorded
other  income of approximately $572,000 in 2004.  Also  in  2004,
the  Company  negotiated  a  final settlement  of  the  remaining
accrued  liability  related  to the sale  of  Seabrook  and  paid
approximately  $168,000 in settlement of this  liability.   As  a
result  of this liability being settled for less than the Company
had  previously  estimated and accrued for, the Company  recorded
other income of approximately $634,000 in 2004.

  The  following unaudited pro forma income statement assumes the
disposition  of the Seabrook investment occurred on December  31,
2001.  The unaudited pro forma financial information is presented
for  comparative  purposes  only  and  is  not  intended  to   be
indicative of actual results of continuing operations that  would
have  been achieved had the sale been consummated as of  December
31,  2001, nor do they purport to indicate results which  may  be
attained in the future.


  <Table>
  <Caption>

                                             Year Ended December 31, 2002
                                          _________________________________

                                                    Seabrook
                                                    Investment(1)
                                      BayCorp       Pro-Forma      Pro-
                                     Historical     Adjustments    Forma
                                     __________     ___________    _____
                                                (Dollars in Thousands)
                                                     (Unaudited)
<S>                                <C>           <C>            <C>
Operating Revenues                 $  48,788     ($42,815)      $   5,973
Operating Expenses                    47,327      (34,689)         12,638
Operating Income (Loss)                1,461        8,126          (6,665)
Other (Income) Deductions            (60,612)      59,729            (883)
Net Income (Loss)                     58,873      (64,655)         (5,782)
Weighted Average Shares
 Outstanding - Basic               8,387,767                    8,387,767
Weighted Average Shares
 Outstanding - Diluted             8,671,328                    8,387,767
Basic Net Income (Loss)
 per share                             $7.02                       ($0.69)
Diluted Net Income (Loss)
 per share                             $6.79                       ($0.69)


</Table>
                                       F-8

<Page>

(1)     Pro  forma income statement amounts represent short  term
  sales  and  sales under the Unitil contract along with  related
  purchased   power.   The  Administrative  &  General   expenses
  include  the costs incurred by BayCorp to manage its investment
  in  Seabrook.   Pro  forma results do  not  consider  the  cost
  reductions  which  would be required if the Company  no  longer
  held  its Seabrook investment.  Pro forma results also  do  not
  include  assumed  earnings on the proceeds  from  the  sale  of
  Seabrook.

D.  REGULATION

  Great  Bay  and  Little  Bay  were subject  to  the  regulatory
authority of the FERC, the Nuclear Regulatory Commission ("NRC"),
the New Hampshire Public Utilities Commission ("NHPUC") and other
federal  and  state  agencies as to rates, operations  and  other
matters.   Great Bay Power Marketing, Great Bay Hydro and  Benton
Falls are subject to the regulatory authority of the FERC.  Great
Bay's  and  Little  Bay's  cost  of  service,  however,  was  not
regulated.   Great Bay Power Marketing's, Great Bay  Hydro's  and
Benton  Falls' cost of service is not regulated.  As such,  these
companies'  accounting policies were and are not subject  to  the
provisions   of  Statement  of  Financial  Accounting   Standards
("SFAS") No. 71, "Accounting for the Effects of Certain Types  of
Regulation."

E.  USE OF ESTIMATES

  The  preparation  of  financial statements in  conformity  with
generally  accepted accounting principles requires management  to
make  estimates and assumptions that affect the reported  amounts
of assets and liabilities and disclosure of contingent assets and
liabilities  at  the  date of the financial  statements  and  the
reported  amounts of revenues and expenses during  the  reporting
period.   Actual results could differ from those estimates.   The
Company's  significant estimates relate to the  estimate  of  the
mark-to-market  value of the Unitil PPA and the estimate  of  the
cost of FERC compliance to be performed by Great Bay Hydro.

  F.   DEPRECIATION

  Utility  plant was depreciated on the straight-line  method  at
rates  designed  to  fully depreciate all depreciable  properties
over  the  lesser  of  estimated useful  lives  or  the  Seabrook
Project's remaining NRC license life, which expires in 2026.

  Capital projects constituting retirement units were charged  to
electric  plant.   Minor  repairs  were  charged  to  maintenance
expense.  When properties were retired, the original costs,  plus
costs  of  removal, less salvage, were charged to the accumulated
provision for depreciation.

  The Company follows the successful efforts method of accounting
for  its  natural gas and oil activities.  Under  the  successful
efforts method, lease acquisition costs and all development costs
are  capitalized.  Unproved properties are reviewed quarterly  to
determine if there has been an impairment of the carrying  value,
and  any  such  impairment is charged to expense in that  period.
Exploratory drilling costs are capitalized until the results  are
determined.    If   proved  reserves  are  not  discovered,   the
exploratory  drilling  costs  are  expensed.   Other  exploratory
costs,  such  as  seismic  costs and geological  and  geophysical
expenses,   are   expensed  as  incurred.   The   provision   for
depreciation, depletion and amortization is based upon the  units
of production method.

G.  AMORTIZATION OF NUCLEAR FUEL

  The  cost of nuclear fuel was amortized to expense based on the
rate of burn-up of the individual assemblies comprising the total
core.   Great  Bay and Little Bay also provided for the  cost  of
disposing of spent nuclear fuel at rates specified by the  United
States Department of Energy ("DOE") under a contract for disposal
between  Great  Bay and Little Bay, through their managing  agent
North  Atlantic  Energy Service Corporation ("NAESCO"),  and  the
DOE.

H.  AMORTIZATION OF MATERIALS AND SUPPLIES

  Great  Bay and Little Bay recorded an expense designed to fully
amortize the cost of the material and supplies inventory that was
expected  to  be  on  hand  at  the expiration  of  the  Seabrook
Project's NRC operating license.


                               F-9
<Page>

I.  DECOMMISSIONING

  Great  Bay and Little Bay recognized a liability based  on  the
present  value of the estimated future cash outflows required  to
satisfy their obligations using a risk free rate.  As of December
31, 2004 and December 31, 2003, the decommissioning liability was
$0  as a result of the sale of Seabrook and FPL Energy Seabrook's
assumption of all decommissioning liability on November 1, 2002.

  Great  Bay and Little Bay accreted their share of the  Seabrook
Project's  decommissioning liability.  The accretion was  a  non-
cash charge and recognized their liability related to the closure
and  decommissioning  of  their nuclear  plant  in  current  year
dollars  over  the  licensing period of the plant.  The  non-cash
accretion   charge  recorded  in  the  accompanied   consolidated
statements  of  income was $0, $0, and $4,105,000 for  the  years
ended December 31, 2004, 2003 and 2002, respectively.

J.  OPERATING REVENUES

  The Company's revenues are recorded on an accrual basis.  Great
Bay Power Marketing and Great Bay Hydro revenues from the sale of
electricity are recorded in the period during which the  delivery
of  electricity  is made based on billing rates provided  for  in
contracts  and  approved by FERC on a gross  basis.   During  the
years ended December 31, 2004 and 2003, Great Bay Power Marketing
had  one long-term sales contract with Unitil that accounted  for
72.3% of the Company's total 2004 operating revenues and 100%  of
the  Company's  total 2003 operating revenues.  During  the  year
ended December 31, 2002, two customers accounted for 46% and  37%
of total operating revenues.  See Note 4 for further discussion.

  Great  Bay  Power  Marketing's revenues from  energy  commodity
trading  activity  are  recorded net on an  accrual  basis.    In
accordance with FASB's Emerging Issues Task Force Issue  No.  02-
03,  Issues Involved in Accounting for Derivative Contracts  Held
for Trading Purposes and Contracts Involved in Energy Trading and
Risk  Management  Activities  (EITF Issue  No.  02-03),  revenues
related  to  derivative  instruments classified  as  trading  are
reported  net  of related cost of sales.  The gross retail  sales
volume  of  such  activity was approximately $1,999,600  and  the
related costs of sales was approximately $1,917,600.

  Great  Bay  Hydro's  revenues  from  the  sale  of  NEPOOL  GIS
certificates  are  recorded  in  the  month  during   which   the
certificates are generated, and accounted for approximately  2.4%
of  the  Company's total 2004 operating revenues.  For  each  MWh
generated at Great Bay Hydro's Newport facility, Great Bay  Hydro
receives a corresponding credit in the NEPOOL GIS.  These credits
are  available for sale.  Great Bay Hydro's Newport  certificates
qualify  for Connecticut Class I renewable status during  certain
operating periods and in 2004 were sold in the Connecticut energy
market.

  Nacogdoches Gas operating revenues are recorded in the month of
production and are based on million cubic feet (MCF) produced and
sold.   All  gas  production is sold in the month of  production.
Nacogdoches Gas revenues accounted for approximately  1%  of  the
Company's total 2004 operating revenues.

  HoustonStreet  operating revenue consists  of  commissions  for
thousands of barrels (BBLS) traded on HoustonStreet.com  and  are
recorded  in the period during which the terms of the trade  have
been  accepted by both parties and the transaction  is  executed.
HoustonStreet revenues accounted for approximately 11.4%  of  the
Company's total 2004 operating revenues.

K.  TAXES ON INCOME

  The  Company  accounts for taxes on income under the  liability
method  required by SFAS No. 109, "Accounting for Income  Taxes."
Under  this  method,  deferred tax  assets  and  liabilities  are
determined  based on differences between the financial  reporting
and  tax  basis of assets and liabilities and are measured  using
enacted  tax rates.  A valuation allowance is established against
deferred tax assets unless the Company believes it is more likely
than not that the benefit will be realized.

L.  CASH EQUIVALENTS AND SHORT TERM INVESTMENTS

  For  purposes  of  the Statements of Cash  Flows,  the  Company
considers  all  highly  liquid  short-term  investments  with  an
original maturity of three months or less to be cash equivalents.
The carrying amounts approximate fair value because of the short-
term maturity of the investments.

  All  other  short-term investments with a maturity  of  greater
than  three  months  were  classified as  available-for-sale  and
reflected  as  a current asset at market value.  Changes  in  the
market value of such securities were reflected in equity.   There
were  no  short-term investments, and accordingly  no  unrealized
gains or losses on short-term investments, for the years ended


                              F-10

<Page>

December  31,  2004,  2003  and 2002.   The  cost  of  short-term
investments  that were sold was based on specific  identification
in   determining  realized  gains  and  losses  recorded  in  the
accompanying statement of operations.  The net realized  gain  is
recorded as a component of interest and dividend income.  The net
realized  loss  on the sale of available-for-sale investments  of
$296,200  in 2002 resulted from gross realized gains  of  $50,000
and gross realized losses of $346,200.

M.  SEGMENT INFORMATION

  The  Company  has  adopted  SFAS No.  131,  "Disclosures  about
Segments of an Enterprise and Related Information."  SFAS No. 131
establishes  standards  for the reporting  of  information  about
operating  segments  in annual and interim financial  statements.
Operating segments are defined as components of an enterprise for
which  separate  financial  information  is  available  that   is
evaluated  regularly by the chief operating decision maker(s)  in
deciding  how to allocate resources and in assessing performance.
SFAS  No.  131  also  requires  disclosures  about  products  and
services, geographic areas and major customers.

     BayCorp  is a holding company for Great Bay Power Marketing,
Great Bay Hydro, BayCorp Ventures, Nacogdoches Power, Nacogdoches
Gas  and  HoustonStreet.  The Company operates primarily  in  two
segments,  each  of  which  is managed  separately  because  each
segment  sells distinct products and services.  Great  Bay  Power
Marketing   and  Great  Bay  Hydro  constitute  the   electricity
generation  and trading business segment, whose principal  assets
are  the Unitil PPA and hydroelectric facilities of approximately
4 megawatts located in Newport, Vermont, diesel engine generators
totaling  approximately 7 megawatts located in  Newport,  Vermont
and  non-operating  hydroelectric facilities  in  Troy  and  West
Charleston,   Vermont.   HoustonStreet  developed  and   operates
HoustonStreet.com, an Internet-based independent  crude  oil  and
refined products trading exchange in the United States.

  Management  utilizes  more  than one measurement  and  multiple
views  of  data  to measure segment performance and  to  allocate
resources  to  the segments.  However, the dominant  measurements
are   consistent   with  the  company's  consolidated   financial
statements  and,  accordingly, are reported  on  the  same  basis
herein.  Management evaluates the performance of its segments and
allocates  resources to them primarily based on  cash  flows  and
overall economic returns.


<Table>
<Caption>
                              Great Bay Power
                                 Marketing,
                              Great Bay Hydro,
BayCorp Holdings, Ltd         Great Bay Power
As of and for the twelve            and        Houston
months ended                  Little Bay Power Street     Other     Intercompany
December 31 ($000's)                (1)          (2)       (3)      EliminaTions  Total
____________________            ____________   ______     _____     ____________  _____
<S>                              <C>           <C>       <C>        <C>          <C>
2004
____

Revenues                          $4,847       $629          $62          $0      $5,538
Operating Expenses                 8,041        557        1,432        (358)      9,672
Segment Net Income (Loss)         (3,077)        46          539         (46)     (2,538)
Total Assets                       8,769        586       20,191     (15,464)     14,082

2003
____

Revenues                         $ 4,001         $0           $0          $0      $4,001
Operating Expenses                 6,279          0        3,239        (570)      8,948
Segment Net Loss                  (2,237)         0       (1,931)          0      (4,168)
Total Assets                       4,602          0       23,088     (14,786)     12,904

2002
____

Revenues                         $48,788         $0           $0          $0     $48,788
Operating Expenses                43,823          0        7,104      (3,600)     47,327
Segment Net Income (Loss)         65,253          0       (6,380)          0      58,873
Total Assets                     214,178          0      203,581    (275,168)    142,591

</Table>

(1)Great  Bay Power Marketing was formed October 2002; Great  Bay
   Hydro  was  formed September 2003; Great Bay Power and  Little
   Bay  Power were dissolved as of December 31, 2002.  See  "Note
   A. The Company."
(2)BayCorp  began consolidating HoustonStreet as of May 1,  2004.
   See "Note A. The Company."
(3)Includes  BayCorp  Ventures, formed October 2002,  Nacogdoches
   Power,   formed  October  2004  and  Nacogdoches  Gas,  formed
   November 2004.
   See "Note A. The Company."


                              F-11

<Page>

N.  EARNINGS PER SHARE

  Basic  earnings  (loss) per share is computed by  dividing  net
earnings by the weighted number of common shares outstanding  for
all   periods  presented.   Diluted  earnings  (loss)  per  share
reflects  the  dilutive  effect of  shares  under  option  plans.
Potentially dilutive shares outstanding during 2004 and 2003 were
excluded  from  dilutive earnings (loss) per share because  their
effect would be antidilutive.

  Based on an average market price of common stock of $12.71  per
share for the year ended December 31, 2004, $13.06 per share  for
the  year  ended December 31, 2003 and $14.74 per share  for  the
year ended December 31, 2002, the following table reconciles  the
weighted average common shares outstanding to the shares used  in
the  computation  of  the basic and diluted  earnings  per  share
outstanding.


  <Table>
  <Caption>

                                             December 31,   December 31,     December
                                                 2004           2003           31,
                                                 ____           ____           2002
                                                                               ____
<S>                                                 <C>              <C>          <C>
Weighted average number of common shares
  outstanding and used in basic EPS
  calculation                                   585,044        2,421,123    8,387,767
Weighted average number of common shares
  outstanding and used in diluted EPS
  calculation                                   585,044        2,421,123    8,671,328
Shares under option plans, excluded in
  computation of diluted EPS due to
  antidilutive effects                           70,538           36,380            -

</Table>

O.  ACCUMULATED OTHER COMPREHENSIVE INCOME

  In   accordance   with  SFAS  No.   130,   "Reporting
Comprehensive  Income" the Company reports  changes  in
stockholders' equity from all sources during the period
other   than   those  resulting  from  investments   by
stockholders  (i.e., issuance or repurchase  of  common
shares  and  dividends.)   The  composition  of   other
comprehensive income is as follows:


  <Table>
  <Caption

                                                Unrealized       Accumulated
                                                Gains               Other
                                                (Losses) on     Conprehensive
                                                Securities         Income
                                                __________      ____________
<S>                                             <C>               <C>
December 31, 2001 Beginning Balance             $222,692          $222,692
  2002 Change                                   (222,692)         (222,692)
                                                ________          ________
December 31, 2002                               $      0          $      0
  2003 Change                                          0                 0
                                                ________          ________
December 31, 2003                               $      0          $      0
  2004 Change                                          0                 0
                                                ________          ________
December 31, 2004                               $      0          $      0
                                                ========          ========

</Table>


P.  RECLASSIFICATIONS

  Certain  reclassifications have been  made  in  prior
years'    financial   statements    to    conform    to
classifications used in the current year.

Q.  FAIR VALUE OF FINANCIAL INSTRUMENTS

  The  estimated fair value of the Company's  financial
instruments  as of December 31, 2004 and  2003  are  as
follows:



  <Table>
  <Caption>

                                                  2004                       2003
                                                  ____                       ____
                                         Carrying      Fair      Carrying     Fair
                                         Amount       Value      Amount      Value
                                        ________      _____     ________     _____
                                                    (Dollars in Thousands)
                                                    ______________________
<S>                                      <C>         <C>        <C>         <C>
Cash & Cash Equivalents . . . .          $9,627      $9,627      $7,469     $7,469
Restricted Cash - Escrow  . . .           2,500       2,500       2,500      2,500
Accounts Receivable . . . . . .             639         639         339        339
Energy Trading Contracts  . . .          (3,424)     (3,424)          3          3

</Table>



 The  carrying amounts for all assets other than energy
trading contracts approximate fair value because of the
short maturity of these instruments.  The fair value of
the   energy  trading  contract  is  based  on  current
projections  of  power  prices over  the  life  of  the
contract.


                         F-12

<Page>

R.  DETAIL OF OTHER CURRENT LIABILITIES

  Other  current liabilities consisted of the following
as of December 31, 2004 and 2003:

                                 2004        2003
                                 ____        ____
                               (Dollars in Thousands)

Accrued Seabrook Costs . .       $  0        $1,740
Accrued Great Bay Hydro
 FERC Compliance Costs . .        719             0
Accrued Other  . . . . . .         22             0
                                 ____
                                 $741        $1,740
                                 ====        ======

  Accrued Seabrook costs represented management's  best
estimate  of  final  Seabrook closing  costs.   Accrued
Great   Bay   Hydro  FERC  compliance  costs  represent
management's  best estimate of the cost  of  compliance
with  the  requirements of the FERC  operating  license
issued  to Great Bay Hydro on November 1, 2003, and  is
net  of  the  long  term portion of approximately  $2.5
million.

S. ENRON CLAIM

  In  January  2002, BayCorp reported  that  Great  Bay
received  notice on December 21, 2001 from Enron  Power
Marketing,  Inc.  ("Enron") that Enron was  terminating
its  contracts  with Great Bay.  Enron owed  Great  Bay
$1,075,200 for power delivered prior to Enron's Chapter
11  bankruptcy filing on December 2, 2001.   Great  Bay
also  had  an  unliquidated  claim  against  Enron  for
damages   resulting   from  the  termination   of   the
contracts.  During the fourth quarter of 2001,  BayCorp
recorded  an  expense  of  $1,100,000  to  establish  a
reserve for doubtful accounts due to the uncertainty of
collecting remaining amounts owed by Enron to Great Bay
for  power  delivered  prior  to  Enron's  Chapter   11
bankruptcy   filing.    Enron   filed   a    plan    of
reorganization on July 11, 2003, which was approved  by
the  bankruptcy  court on July 15, 2004.   In  December
2003,  BayCorp sold a $1,041,600 portion of  its  power
delivery   claim  to  an  institutional  investor   for
$343,700.    In  September  2004,  BayCorp   sold   the
remaining $175,400 of the power delivery claim, as well
as  the  claim  for damages, to the same  institutional
investor  for  $77,200.  The Company recorded  each  of
these  transactions as a recovery of bad debt, reducing
total administrative and general expenses.

T. ISSUER TENDER OFFER

  On  January  31,  2003, BayCorp commenced  an  issuer
tender offer to purchase up to 8,500,000 shares of  its
common  stock  at  a  price of $14.85  per  share  (the
"Tender  Offer"  or "Offer").  At the  extended  Tender
Offer  expiration  date of March  18,  2003,  9,207,508
shares  had  been properly tendered and  not  withdrawn
(including  options  surrendered  for  repurchase   and
cancellation.)  The Company exercised its discretion to
purchase up to an additional 2% of outstanding  shares,
purchasing a total of 8,673,887 shares (and surrendered
options)  at  a purchase price of $14.85,  representing
approximately   94.3%  of  the  shares  (and   options)
tendered,  excluding  odd lots,  which  were  purchased
without  proration.  Payment for all  such  shares  and
options  was completed by March 24, 2003.  The  Company
distributed  approximately  $123,622,000  to  tendering
stockholders  and option holders.  As of  December  31,
2003  the  Company had 641,937 shares  outstanding  and
cash  and  cash  equivalents  and  restricted  cash  of
approximately $9,969,000.  As of December 31, 2004  the
Company  had  557,945 shares outstanding and  cash  and
cash  equivalents and restricted cash of  approximately
$12,127,000.

U. ENERGY MARKETING

  Forward  contracts (including the Unitil PPA) meeting
the  definition of a derivative and not designated  and
qualifying  for the normal purchases and  normal  sales
exception  or  as a hedge under Statement of  Financial
Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities (SFAS No.  133)  are
recorded  at  fair  value with changes  in  fair  value
recorded  in  earnings.   In  accordance  with   FASB's
Emerging  Issues  Task Force Issue  No.  02-03,  Issues
Involved  in  Accounting for Derivative Contracts  Held
for  Trading Purposes and Contracts Involved in  Energy
Trading and Risk Management Activities (EITF Issue  No.
02-03),  revenues  related  to  derivative  instruments
classified as trading are reported net of related  cost
of sales.

V. ACCOUNTING FOR STOCK OPTIONS

  The Company accounts for its stock option plans under
Accounting Principles Board Opinion No. 25 and  related
interpretations for options issued prior to  2003,  and
as  such  no compensation cost had been recognized  for
options granted at fair market value that had not  been
modified.  In prior years, the Company repriced certain
options,  accelerated  the  vesting  of  others,   made
limited  recourse  loans  for  certain  individuals  to
exercise  options and issued contingent  options.   The
Company recorded compensation expense related to  these
options.  On August 14, 2002 the Company announced that
it  would  expense the fair value of all stock  options
granted beginning January


                         F-13

<Page>

1,  2003  in  accordance with SFAS No. 123, "Accounting
for   Stock  Based  Compensation."   Awards  under  the
Company's plans vest over periods ranging from  one  to
three  years.   Therefore, the cost related  to  stock-
based    employee   compensation   included   in    the
determination  of net income for 2004,  2003  and  2002
differs  from that which would have been recognized  if
the  fair  value based method had been applied  to  all
awards  since the original effective date of  Statement
123.

 In  October  2001,  the Company  issued  240,000  non-
qualified  options  pursuant to the 2001  Non-Statutory
Stock  Option  Plan.  These options  have  an  exercise
price of $9.05 and vested upon the closing of the  sale
of   the   Seabrook  Project.   The  Company   recorded
compensation expense related to contingent and repriced
options  of  $0, $77,000 and $2,467,700 for 2004,  2003
and 2002, respectively.

 In  April  2003  and  July 2003,  the  Company  issued
132,000  and 10,000 options, respectively, pursuant  to
the  1996  Stock Option Plan and the 2001 Non-Statutory
Stock  Option  Plan.  These options  have  an  exercise
price  of  $14.45.   The  Company  accounts  for  these
options  using  the  fair  value  method  and  recorded
compensation  expense in 2004 and 2003 of $172,000  and
$153,000, respectively, for these options.

  Had compensation cost for these plans been determined
consistent  with  SFAS  No. 123, Accounting  for  Stock
Based  Compensation,  the  Company's  net  income   and
earnings  per  share  would have been  reduced  to  the
following  pro forma amounts (dollars are in thousands,
except per share amounts.)


  <Table>
  <Caption>

                                                2004      2003      2002
                                                ____      ____      ____
<S>                                            <C>        <C>        <C>
Net Income (Loss): as reported . . . . . .     $(2,538)   $(4,168)   $58,873
 Stock compensation expense included
  in net income/(loss)                             172        410      2,468
 Stock compensation expense determined
  using fair value method for all awards          (172)      (369)    (3,121)
     Pro Forma . . . . . . . . . . . . . .      (2,538)    (4,127)    58,220
Earnings (Loss) Per Share (Basic):
  as reported                                  $ (4.34)   $ (1.72)   $  7.02
     Pro Forma . . . . . . . . . . . . . .       (4.34)     (1.70)      6.94
Earnings (Loss) Per Share (Diluted):
  as reported                                  $ (4.34)   $ (1.72)   $  6.79
     Pro Forma . . . . . . . . . . . . . .       (4.34)     (1.70)      6.71

</Table>


  The  fair value of each option grant is estimated  on
the  date  of  grant  using  the  Black-Scholes  option
pricing  model with the following assumptions used  for
grants  in 2003 and 2002 respectively: weighted average
risk-free  interest  rates  of  3.4  and  4.9  percent,
expected dividend yields of 0 % and expected lives of 7
and  5  years and expected volatility of 47%  and  47%,
respectively.  There were no option grants in 2004.

W. NEW ACCOUNTING PRONOUNCEMENT

  FASB  Statement  No. 123 (Revised 2004),  Share-Based
Payment (SFAS 123R) was issued in December 2004.   SFAS
123R  replaces SFAS No. 123, Accounting for Stock-Based
Compensation (SFAS 123), and supersedes APB Opinion No.
25,  Accounting  for Stock Issued to  Employees.   SFAS
123R  requires companies to recognize in the  financial
statements the compensation cost related to share-based
payment  transactions with employees.  The compensation
cost  is  measured  based upon the fair  value  of  the
instrument     issued.     Share-based     compensation
transactions  with employees covered within  SFAS  123R
include   share   options,  restricted   share   plans,
performance-based  awards, share  appreciation  rights,
and employee share purchase plans.

  SFAS  123R will be effective as of the first  interim
or  annual reporting period that begins after June  15,
2005.   Since January 2003, the Company used  the  fair
value   based   method  recognition   of   compensation
expense   and   is  required  to  apply  the   modified
prospective  application transition method  under  SFAS
123R.   The modified prospective application transition
method requires the application of this standard to all
new   awards  issued  after  the  effective  date,  all
modifications, repurchased or cancellations of existing
awards after the effective date, and unvested awards at
the effective date.

  For unvested awards, the compensation cost related to
the remaining service period that has not been rendered
at  the  effective  date  will  be  determined  by  the
compensation cost calculated currently under SFAS  123.
The  Company  will be adopting the modified prospective
application of SFAS 123R.  Based on the current options
outstanding,  the Company anticipates the  adoption  of
this statement to not result in the recognition of  any
incremental compensation cost to be recognized  in  the
year of adoption.

2.  TAXES ON INCOME

  The following is a summary of the provision (benefit)
for income taxes for the years ended December 31, 2004,
2003 and 2002:


                         F-14

<Page>
  <Table>
  <Caption>

                   December 31,   December 31,      December 31,
                       2004           2003              2002
                   ____________   ____________      ____________
<S>                    <C>            <C>            <C>
Federal
  Current              $ 2,000        $-             $        -
  Deferred                   -         -                      -
                       _______        __             __________
                       $ 2,000        $-             $        -
                       _______        __             __________
State
  Current              $17,000        $-             $3,281,000
  Deferred                   -         -                      -
                       _______        __             __________
                       $17,000        $-             $3,281,000
                       =======        ==             ==========

</Table>

  Accumulated deferred income taxes consisted of the following at December 31,
  2004 and 2003:


  <Table>
  <Caption>
                                                    2004             2003
                                                    ____             ____
<S>                                               <C>              <C>
Assets
  Net operating loss carryforwards                $10,732,000      $ 3,700,000
  Financial reserves                                   29,000           14,000
  Unrealized gain/loss                              2,136,000          820,000
  Other, net                                          228,000          484,000
                                                  ___________      ___________
Accumulated deferred income tax asset              13,125,000        5,018,000
Valuation allowance                               (13,125,000)     ( 5,018,000)
                                                  ___________      ___________
Accumulated deferred income tax asset, net        $         -      $         -
                                                  ===========      ===========

</Table>

  The  following table reconciles the statutory federal income tax rate to those
reflected in the federal income tax provision set forth above:

  <Table>
  <Caption>

                                       December 31,    December 31,      December 31,
                                           2004            2003              2002
                                       ____________    ____________      ____________
<S>                                  <C>               <C>             <C>
Loss before taxes                    ($2,538,000)      ($4,167,504)    $62,073,000
Federal statutory rate                        34%               34%             34%
Federal income tax liability
   (benefit) at   statutory
   levels                               (863,000)       (1,416,951)     21,105,000
Decrease (increase) from
   statutory levels State tax
   net of federal tax benefit                  -                 -       2,153,000
State tax net of federal tax
   benefit                                20,000                 -               -
 Valuation allowance                     906,000         1,416,951     (20,923,000)
 Other                                   (30,000)                -         946,000
                                     ____________      ___________     ___________
Total Provision                      $    33,000       $         -     $ 3,281,000
                                     ===========       ===========     ===========

</Table>


  Valuation  allowances have been provided against  any
deferred  tax  assets (net), due to the limitations  on
the  use  of  carryforwards, discussed below,  and  the
uncertainty associated with future taxable income.

  At  December 31, 2003 and 2004, the Company  had  net
operating  loss  carryforwards  ("NOLs")  for   federal
income  tax purposes of approximately $167 million  and
$188    million,   respectively,   before   limitations
discussed  in  the following paragraph.  The  Company's
NOL  before  limitations at December 31, 2004  includes
$167  million attributable to BayCorp and  $21  million
attributable  to HoustonStreet.  The Company's  federal
NOLs  will expire during the years ending December  31,
2005  through 2023 if not used to offset future taxable
income.

  An  ownership  change occurs within  the  meaning  of
Internal  Revenue  Code ("IRC") Section  382  when  the
ownership percentage of 5% or greater shareholders in a
company  increases by more than 50% over  a  three-year
period.  The Company believes that the Tender Offer  in
March  2003  and  related transactions  resulted  in  a
change  in  ownership of BayCorp within the meaning  of
IRC  Section  382.  As such, BayCorp may  be  precluded
from  utilizing its federal and state NOLs  originating
prior to the ownership change.  BayCorp estimates  that
approximately $165 million of its NOL is subject to  an
annual  limitation for purposes of IRC Section  382  of
approximately $390,000 per year.  As a result  of  this
limitation,  all or a portion of BayCorp's federal  and
state  NOLs  may  expire unused.  Additional  NOLs  and
other tax attributes generated subsequent to the Tender
Offer  may  be  limited in the event of certain  future
changes of ownership by significant shareholders.   The
Company  also  believes  that  all  or  a  portion   of
HoustonStreet's NOLs may be subject to an  IRC  Section
382  limitation.   Accordingly, all  or  a  portion  of
HoustonStreet's  federal  and  state  NOLs  may  expire
unused.


                         F-15

  <Page>

  The   Company  has  recorded  a  valuation  allowance
against  its deferred tax assets.  In assessing whether
deferred   tax  assets  will  be  realized,  management
considers   all  available  evidence,  historical   and
prospective,  with greater weight given  to  historical
evidence, in determining whether it is more likely than
not that some portion or all of its deferred tax assets
will  not  be  realized.  Realization of the  Company's
deferred tax assets is dependent upon resolution of the
matters  described  in  the  preceding  paragraph   and
generation of future taxable income.

  Deferred  tax assets and related valuation  allowance
of  $2.5  million  related to the  net  operating  loss
carryforward  results  from the  exercise  of  employee
stock   options,  the  tax  benefit  of   which,   when
recognized,  will  be accounted  for  as  a  credit  to
additional  paid-in capital rather than a reduction  of
income tax expense.

  The  Company  filed its 2002 tax return in  September
2003  and  requested a refund of approximately $941,000
from the State of New Hampshire for overpayment of 2002
state   income  taxes.   The  State  of  New  Hampshire
Department of Revenue Administration ("NHDRA") began an
examination  of the Company's 2000, 2001 and  2002  tax
returns in December 2003.  Given the uncertainty as  to
the  outcome of the audit, the Company did  not  record
the  requested  refund as of December  31,  2003.   The
audit was concluded in January 2005.  A settlement  was
reached  between the Company and the NHDRA in  February
2005, and the Company received a refund of $225,000  in
Feburary  2005, which it will record as  income  during
2005.

3.  ENERGY MARKETING

  Until  November  1, 2002, the Company  utilized  unit
contingent and firm forward sales contracts to maximize
the  value of its 174 MW power supply from the Seabrook
Project.   It currently utilizes firm forward and  spot
purchases to maximize the value of the Unitil  PPA  and
currently sells its generation from Great Bay Hydro  in
the  spot  market.  The net unrealized loss on  trading
activities  was $3,165,000 for the year ended  December
31, 2004 and $1,926,000 for the year ended December 31,
2003  and  is included in the accompanying consolidated
statement  of  operations for 2004 and 2003.   The  net
unrealized  gain  on trading activities  for  the  year
ended December 31, 2002 was $115,300 and is included in
the  accompanying consolidated statement of  operations
for 2002.

  The  Company purchases a portion of its power  needed
for  resale  from ISO New England ("ISO NE".)   ISO  NE
requires financial assurance to protect the New England
Power Pool ("NEPOOL") against a payment default of  one
of  its  participants.  The Company has  provided  this
assurance in the form of a cash deposit at ISO NE.  The
amount of this deposit was approximately $518,000 as of
December  31,  2004 and $1,508,000 as of  December  31,
2003.   The  amount of collateral needed is  calculated
based  upon  formulas developed by ISO NE  and  NEPOOL.
This  deposit is reflected as an Other Long Term  Asset
in the Company's financial statements.

4.  PURCHASED POWER AGREEMENTS

  Great  Bay  was party to a purchased power  contract,
dated as of April 1, 1993, (the "Unitil PPA" or "PPA"),
with  Unitil  that provided for Great Bay  to  sell  to
Unitil  0.8696% of the energy and capacity of Seabrook,
or  approximately 10 MWs.  The Unitil PPA commenced  on
May 1, 1993 and continues through October 31, 2010.  On
November  first  of  each year the  purchase  price  is
subject to increase at the rate of inflation less  four
percent.

  In  anticipation of the Seabrook sale, the Unitil PPA
was  amended  as  of November 1, 2002.   The  amendment
primarily  modified the existing Unitil PPA  to  reduce
the amount of power delivered to 9.06 MWs and the price
that  Unitil  pays  for power to $50.34  per  MW  hour,
subject  to an annual increase at the rate of inflation
less  four  percent, and provided that Great Bay  would
supply  the  power  regardless of whether  Seabrook  is
providing the power.

  The  amendment also provided alternative security for
Unitil's benefit, to replace and discharge the mortgage
on Seabrook that secured Great Bay's performance of the
Unitil PPA.  In connection with the amended Unitil PPA,
the Company was required to deposit $2.5 million into a
restricted  account for the benefit  of  Unitil  should
Great   Bay  default.   The  amount  is  reflected   as
restricted cash in the accompanying balance sheet.  The
amendment  received FERC approval.  Great Bay  assigned
the  Unitil  PPA  to Great Bay Power  Marketing  as  of
January 1, 2003.

  Unitil  has an option, expiring November 1, 2005,  to
extend  the Unitil PPA for up to 12 years, until  2022.
If  Unitil exercises its option to extend the PPA,  the
purchase  price  for power for the first  year  of  the
extended  term,  beginning November 1,  2010,  will  be
$65.00  per MW hour (in 1992 dollars) multiplied  by  a
factor  that  equals  the  cumulative  inflation   from
October  1992 through October 2010.  For the  remaining
term  of  the  extension, the purchase  price  will  be
increased  annually by the rate of inflation  over  the
previous year.


                         F-16

<Page>

  Forward  contracts (including the Unitil PPA) meeting
the  definition of a derivative and not designated  and
qualifying  for the normal purchases and  normal  sales
exception   under  Statement  of  Financial  Accounting
Standards    No.   133,   Accounting   for   Derivative
Instruments and Hedging Activities (SFAS No.  133)  are
recorded at fair value.  In accordance with the  FASB's
EITF  issue no. 02-03 the inception gain (initial value
of  $2.1  million) on the Unitil PPA has been  deferred
and  will  be recognized over the life of the contract.
The  fair  value  of the contract was a  negative  $3.4
million  as of December 31, 2004 and was $3,400  as  of
December  31, 2003.  The deferred gain on the  contract
was  $1.5  million  as of December 31,  2004  and  $1.8
million  as  of December 31, 2003.  These  amounts  are
reflected in the Company's balance sheet.

  On March 17, 2003, Unitil announced the approval of a
contract  with  Mirant  Americas Energy  Marketing,  LP
("Mirant"),  which provided for the  sale  of  Unitil's
existing power supply entitlements, including  the  PPA
with  Great Bay Power Marketing, effective  on  May  1,
2003.  Great Bay Power Marketing's PPA with Unitil  has
not  been  assigned  to  Mirant.   Rather,  Unitil  has
appointed  Mirant  as  their  agent  for  purposes   of
administering  the PPA with Great Bay  Power  Marketing
and Mirant is purchasing Unitil's entitlement under the
PPA.

5.  STOCK BASED COMPENSATION

  In  April 1995, the Board of Directors of the Company
established  the  1995  Stock Option  Plan  (the  "1996
Plan").   In  May 2001, the Board of Directors  of  the
Company established the 2001 Non-Statutory Stock Option
Plan (the "2001 Plan"). Options granted pursuant to the
1996 Plan may be either incentive stock options meeting
the requirements of Section 422 of the Internal Revenue
Code or nonstatutory options, which are not intended to
meet  the requirements of Section 422.  Options granted
pursuant to the 2001 plan will be non-statutory options
that  are  not  intended to meet  the  requirements  of
Section  422  of the Internal Revenue Code.   The  1996
Plan and the 2001 Plan are administered by the Board of
Directors of the Company and may be modified or amended
by  the  Board  in any respect, subject to  stockholder
approval  in certain instances in the case of the  1996
Plan.

  FASB  Interpretation No. 44, Accounting  for  Certain
Transactions involving Stock Compensation  ("FIN  44"),
effective   July  1,  2000  and  applied  prospectively
(except  for  direct or indirect option repricings  and
the  definition  of  an  employee  in  which  case  the
effective   date  is  December  15,  1998),   addresses
compensation  issues  regarding the  definition  of  an
employee,  modifications  to plan  awards,  changes  in
grantee   status,  business  combinations   and   share
repurchase features.  For transactions subject  to  the
December  15,  1998  effective  date,  no  compensation
expense  is recognized for the period between  December
15,  1998  and July 1, 2000.  FIN 44 requires  variable
accounting  when direct or indirect reductions  of  the
exercise  price  occur.  The following events  occurred
which  were  deemed  to  be modifications  and  created
variable  accounting  for  options  impacted  by  those
events.

  On  December 3, 1998, the Board of Directors  of  the
Company voted to reprice all of the outstanding options
of  the  Company, at that date, as the then outstanding
options  were  "out  of  the  money."   The  Board   of
Directors determined that the then outstanding  options
no  longer  had  the  desired  motivational  effect  or
compensatory benefit for the employees.  The  repricing
of the options was based on the current market value of
the stock as of December 18, 1998.  Simultaneously with
the repricing, 139,583 existing options were forfeited.
During  2000,  the Board of Directors  of  the  Company
accelerated the vesting period of the options  held  by
certain employees of the Company.

  In  October  2001,  the Company issued  240,000  non-
qualified  options  pursuant to the 2001  Non-Statutory
Stock Option Plan.  These options had an exercise price
of $9.05 and vested upon the closing of the sale of the
Seabrook  Project.  In March 2002, the  Company  issued
loans of $756,029 to its President, Frank Getman, and a
director,  John  Tillinghast,  in  order  for  them  to
exercise 150,384 options for common stock.  These loans
had limited recourse and were repaid in November 2002.

  In  January  2003,  the Board of Directors  voted  to
allow  cashless  exercise of all  outstanding  options.
All  options previously not accounted for as a variable
plan  as of January 2003 were subject to variable  plan
accounting through the date of exercise.

  In  accordance  with APB 25 and FIN 44,  the  Company
recorded  compensation  expense related  to  contingent
options, repriced options and options accounted for  as
a variable plan of $0, $77,000 and $2,467,700 for 2004,
2003  and 2002, respectively.  As of December 31,  2004
and  2003,  70,538  and  79,713 options,  respectively,
continue to be subject to variable plan accounting.

  Effective  January 1, 2003, the Company adopted  SFAS
123 pursuant to the prospective method as described  in
SFAS  148.  In 2003, the Company issued 142,000 options
pursuant to the 1996 Stock Option Plan and the 2001 Non-
Statutory  Stock  Option Plan.  These options  have  an
exercise  price  of $14.45.  The Company  accounts  for
these  options using the fair value method and recorded
compensation  expense in 2004 and 2003 of $172,000  and
$153,000, respectively, for these options.


                         F-17

<Page>

  A  summary  of  the Company's stock  option  plan  at
December  31,  2004, 2003 and 2002, and changes  during
the  years  then ended, is presented in the  table  and
narrative below:


<Table>
<Caption>

                                   2004                   2003                   2002
                                   ____                   ____                   ____
                                       Weighted               Weighted               Weighted
                                       Average                Average                Average
                                       Exercise               Exercise               Exercise
                             Shares     Price      Shares      Price     Shares       Price
                             _______   _______     ______     ________   ______      ________
<S>                          <C>       <C>       <C>          <C>        <C>          <C>
Outstanding at
 beginning of year . . . . . 221,713   $13.05     945,767     $ 8.33     1,046,701    $ 7.39
Granted  . . . . . . . . . .       0        -     142,000     $14.45        80,000    $12.22
Exercised  . . . . . . . . . (4,559)   $ 9.05    (865,554)    $ 8.06      (180,934)   $ 4.91
Forfeited  . . . . . . . . .      0         -           0          -             0         -
Expired  . . . . . . . . . .  (4,616)  $12.23        (500)    $10.25             0         -
Outstanding at end of
Year . . . . . . . . . . . . 212,538   $13.16    221,713      $13.05       945,767    $ 8.33
Exercisable at end of
Year . . . . . . . . . . . . 170,038   $12.83    120,047      $12.45       902,434    $ 8.20
Weighted average fair
value of options
granted  . . . . . . . . . .                -                 $14.45                  $12.22

</Table>


  The following table summarizes information concerning
outstanding and exercisable options at December 31, 2004, 2003
and 2002




  <Table>
  <Caption>

                                            Weighted
                                            Exercise
                                           Remaining    Weighted                Weighted
                               Number of  Contractual   Average      Number     Average
                                Shares        Life      Exercise   of Shares    Exercise
Range of Exercise Prices      Outstanding   in Years     Price    Exercisable    Price
________________________      ___________  _________    ________  ___________    ______
<S>                          <C>           <C>         <C>          <C>          <C>
2004
____

$8.88 - $9.05                   12,669        2.6        $ 8.91       12,669    $ 8.91
$9.06 - $12.69                  57,869        3.6        $10.91       57,869    $10.91
$12.70 - $14.45                142,000        5.3        $14.45       99,500    $14.45
  Total                        212,538        4.7        $13.16      170,038    $12.83

2003
____

$8.88 - $9.05                   17,228        4.1        $ 8.95       17,228    $ 8.95
$9.06 - $12.69                  62,485        4.3        $11.00       45,819    $11.28
$12.70 - $14.45                142,000        6.3        $14.45       57,000    $14.45
  Total                        221,713        5.2        $13.05      120,047    $12.45

2002
____

$2.88 - $4.32                   40,000        3.3        $ 2.88       40,000    $ 2.88
$4.33 - $6.50                  120,167        2.8        $ 4.74      120,167    $ 4.74
$6.51 - $9.74                  545,100        4.8        $ 8.25      535,100    $ 8.32
$9.75 - $12.69                 240,500        5.1        $ 4.62      207,167    $11.13
  Total                        945,767        4.4        $ 8.33      902,434    $ 8.20

  </Table>

  The     Company's    majority    owned     subsidary,
HoustonStreet,  adopted  the HoustonStreet  1999  Stock
Option  Plan  in June 1999 ("HS 1999 Plan").    Options
granted  pursuant  to the HS 1999 Plan  may  be  either
incentive  stock  options meeting the  requirements  of
Section   422   of   the  Internal  Revenue   Code   or
nonstatutory  options, which are not intended  to  meet
the  requirements of Section 422.  The HS 1999 Plan  is
administered by the Board of Directors of HoustonStreet
and  may  be  modified or amended by the Board  in  any
respect.    Pursant   to   the   recapitalization    of
HoustonStreet  (see  Note 7), all  options  outstanding
under the plan were exchanged for common stock.

  In December 2004, HoustonStreet issued 25,000 options
to  its  President under the HS 1999 Plan.  The options
were granted in three tranches with exercise prices  of
$6.47, $12.95 and $25.89. The options vest monthly over
a 3-year period.  HoustonStreet did not record a charge
with  respect to these options in accordance  with  APB
No.  25,  as  the  fair market value  of  HoustonStreet
common  stock  was equal to or less than  each  of  the
exercise prices.

  In  April  2004, the Company issued 32,000 shares  of
common stock to two of its customers in connection with
marketing  agreements.  The common  stock  was  granted
subject to certain performance criteria.  HoustonStreet
recorded an expense of $43,500 in connection with  this
common stock grant


                         F-18

<Page>

6.  COMMITMENTS AND CONTINGENCIES

  BayCorp  and  its  wholly  owned  subsidiaries  lease
office space under a short-term noncancelable operating
lease  that  is  renewable every  six  months.   Rental
expense under operating lease agreements for the  years
ended  December  31, 2004, 2003 and 2002  was  $52,800,
$52,800 and $81,144, respectively.

  Future minimum commitments for operating leases as of
December 31, 2004 are as follows:

     Year Ending          Operating Lease
     ___________          _______________
  December 31, 2004           $8,800

7.  INVESTMENT IN HOUSTONSTREET

  BayCorp owns shares representing approximately  59.7%
of the voting power of all outstanding common shares of
HoustonStreet.   HoustonStreet developed  and  operates
HoustonStreet.com, an Internet-based, independent crude
oil and refined products trading exchange in the United
States.

  Prior  to  April 30, 2004, in addition to its  equity
interest  in  HoustonStreet, the Company held  an  $8.4
million secured note in HoustonStreet.  In March  2001,
HoustonStreet  raised  additional  funding  by  selling
senior  secured  notes to BayCorp and other  investors.
Collectively,  these  notes were  referred  to  as  the
"HoustonStreet   Series  C  Units."   The   outstanding
principal  and  interest of the note to BayCorp  as  of
April  30,  2004  was approximately $11  million.   The
Company  had  written this note  down  to  zero  as  of
December 31, 2000.  The notes were originally  due  and
payable  in  December 2001, and the maturity  date  was
subsequently extended to January 15, 2004.   The  notes
were   not  paid  when  due,  and  in  February   2004,
HoustonStreet  was  formally notified  of  the  payment
default.    BayCorp  and  the  other   senior   secured
noteholders  reserved  their  rights  and  proposed   a
recapitalization    of   HoustonStreet    that    would
potentially  provide effective control of HoustonStreet
to  the noteholders.  The recapitalization was approved
by  the  Board of Directors of HoustonStreet  in  March
2004 and was approved by HoustonStreet shareholders  in
April 2004.

  The  effect  of the recapitalization was  to  convert
HoustonStreet's  secured debt into equity  and  convert
outstanding  preferred  stock  in  HoustonStreet   into
either  the right to receive nominal cash consideration
or a nominal amount of HoustonStreet common stock.  All
outstanding shares of HoustonStreet common stock  prior
to  the  restructuring were cancelled.  As a result  of
the restructuring, as of May 1, 2004, holders of senior
secured   promissory  notes  held   common   stock   of
HoustonStreet  representing  approximately  ninety-nine
percent   of   the   outstanding   capital   stock   of
HoustonStreet.    Holders  of  preferred   stock   held
approximately  one  percent of the outstanding  capital
stock as a result of the restructuring.

  This  recapitalization at HoustonStreet was completed
in  the second quarter of 2004 and as a result, BayCorp
owns  shares  representing approximately 59.7%  of  the
outstanding   common  shares  of   HoustonStreet     In
accordance  with EITF Topic D-84, the Company  followed
step     acquisition    accounting    to    consolidate
HoustonStreet.   The  fair  value  of  current   assets
exceeded  BayCorp's net investment in HoustonStreet  by
$278,000   resulting   in   negative   goodwill    upon
application  of  step  acquisition  accounting.   As  a
result, the Company recognized an extraordinary gain of
$278,000  in  the second quarter of 2004 in  accordance
with SFAS No. 141 "Business Combinations."

  Prior   to  the  recapitalization,  BayCorp  held   a
minority   ownership  interest  in  HoustonStreet   and
accounted  for  HoustonStreet under the equity  method.
The  Company  ceased recording losses in  HoustonStreet
during  2001 when the carrying value of its  investment
(including all advances and notes payable) was  reduced
to  zero.   The Company has no obligation to  fund  and
does  not  guarantee  any  outstanding  obligations  of
HoustonStreet.   The  Company  has  not  recorded   any
portion of its share of HoustonStreet's earnings during
2004  (preceding  the consolidation of  HoustonStreet),
2003  or 2002 since any such earnings were fully offset
by suspended losses.

   Summarized  financial information for HoustonStreet,
prior to consolidation, is as follows:


  <Table>
  <Caption>

HoustonStreet:                     2004           2003          2002
______________                     ____           ____          ____
                                           (Dollars in Thousands)
<S>                              <C>            <C>           <C>
Total Assets                     $   523        $   606       $   585
Total Liabilities                     57         13,525        12,558
Net Sales                            224            860         1,689
Net Income (Loss)                 13,318           (956)        1,383
Company's equity in Net
 Income (Loss)                     6,619           (449)          641

</Table>


                         F-19

<Page>

8. SUBSEQUENT EVENTS

  Nacogdoches  Gas  entered  into  an  agreement  dated
January  7,  2005 with Sonerra, under which Nacogdoches
Gas  will fund the development of three natural gas and
oil  wells.  This agreement was amended as of March 14,
2005,  increasing  the number of wells  from  three  to
four.   In  addition, Nacogdoches Gas has an option  to
participate in Sonerra's continued development of up to
15  additional natural gas and oil wells over the  next
two   years.    Under  the  agreement   with   Sonerra,
Nacogdoches  Gas will fund the total cost  of  the  new
wells (with the provision that up to 25% of the working
interest  may be funded and acquired by other  parties)
and  will  receive  a priority return  of  90%  of  the
working  interest funded until its aggregate investment
is  recovered.  Once Nacogdoches Gas has recovered  all
of its investment in the wells from the net proceeds of
all  wells  and  any  other revenues  from  the  assets
acquired  under the development agreement, Sonerra  and
Nacogdoches  Gas will own equal amounts of the  working
interests   funded.   The  working  interests   include
undivided leasehold interests in the gas units and  the
production and gathering equipment.

  Since  entering  the January 7, 2005  agreement  with
Sonerra, Nacogdoches Gas has funded the development  of
three  wells for a total of approximately $8.6 million.
The  net  revenue interest in each of the  wells  being
funded by Nacogdoches Gas is 77%, which means that  the
working  interests bear 100% of the operating costs  of
the  wells but receive 77% of the net revenues from the
wells  with the remaining 23% of the net revenues  paid
to  the lessor and other royalty interests.  The  first
of those wells, Round Mountain, a James Lime horizontal
natural gas well, began production in January 2005  and
through  the  end  of  February 2005  has  produced  95
million  cubic feet of natural gas.  The  second  well,
Wicked Wolf, a James Lime horizontal natural gas  well,
began  production in early March 2005.  The third well,
Painted Horse, a Rodessa vertical natural gas well,  is
being developed.

  Under  the terms of the January 7, 2005 agreement  as
amended,   Sonerra  will  sequentially   present   five
additional  sets of three well prospects to Nacogdoches
Gas.   Upon  the  presentation of a set of  three  well
prospects,  Nacogdoches Gas at its option, may  proceed
with  the  development of those three  well  prospects.
Should  Nacogdoches Gas decide not to proceed with  the
development  of any given set of three well  prospects,
its right to participate in future wells terminates.

  The total cost of an individual well typically ranges
from  $2.0  million to $3.5 million  and  includes  the
acquisition  of leases for the land, the  drilling  and
completion  of  the  wells  and  the  construction   of
extensions of the gas gathering system.  The total cost
depends  on  the  type  of well,  the  amount  of  land
required  for  the production unit, the length  of  gas
gathering pipeline and the completion technique.

  In  March 2005, BayCorp formed Great Bay Hydro Maine,
LLC  ("GBH Maine"), a Maine limited liability  company,
as  a  wholly  owned subsidiary, and formed  Great  Bay
Hydro  Benton, LLC ("GBH Benton"), also a Maine limited
liability company, as a wholly owned subsidiary of  GBH
Maine.   On  March 16, 2005, GBH Maine and  GBH  Benton
acquired Benton Falls Associates, a limited partnership
that owns a 4.3 megawatt hydroelectric generation plant
in  Benton,  Maine  ("Benton Falls") from  The  Arcadia
Companies for approximately $2.2 million.   The Company
assumed operating responsibility for Benton Falls,  the
output  of  which  is  sold  to  Central  Maine   Power
Corporation  ("CMP") under a power  purchase  agreement
("CMP  PPA") that expires in December 2007.  The  rates
under  the CMP PPA are indexed to CMP's standard  rates
for  energy and capacity purchases established annually
by the Maine Public Utilities Commission.

  On  March 15, 2005, the Company and all of its wholly
owned   subsidiaries   entered   into   a   $10,250,000
Convertible  Note  (the "Note") and a Pledge  Agreement
(the  "Pledge  Agreement") with  Sloan  Group  Ltd.,  a
Bahamas corporation (the "Sloan Group").
  The debt, which accrues interest at 8% per annum  and
is  due  and payable in full on December 15,  2005,  is
convertible  by  the Sloan Group at  any  time  between
November  15, 2005 and December 15, 2005 (or  any  time
after  the occurrence and during the continuance  of  a
material  event of default under the Note) into  shares
of BayCorp's common stock, $.01 par value at a price of
$14.04  per share.  The Note does not allow BayCorp  to
prepay  the debt and provides for a 2% premium  on  the
interest  rate in the event of a default.   Payment  of
the  Note may be accelerated in the event of a material
event  of default, which is customary for this type  of
financing.

  In  addition to BayCorp, the borrowers under the Note
include  the  following subsidiaries  of  BayCorp:  GBH
Maine, GBH Benton, Great Bay Power Marketing, Great Bay
Hydro,   BayCorp   Ventures,  Nacogdoches   Power   and
Nacogdoches  Gas.   As  security  for  the  Note,   the
borrowers  entered into the Pledge Agreement  with  the
Sloan  Group.   Under  the  Pledge  Agreement,  BayCorp
pledged   its  equity  interests  in  GBH   Maine   and
Nacogdoches  Gas to the Sloan Group, GBH Maine  pledged
its equity interests in GBH Benton and Benton Falls  to
the   Sloan  Group,  GBH  Benton  pledged  its   equity
interests  in  Benton  Falls to the  Sloan  Group,  and
Nacogdoches  Gas, GBH Maine and GBH Benton  pledged  to
the  Sloan  Group  any equity interest  that  they  may
obtain in other entities while the debt is outstanding.


                         F-20



<Page>

                      SIGNATURES

  Pursuant  to the requirements of Section 13 or  15(d)
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.

                       BAYCORP HOLDINGS, LTD.

September 30, 2005     By: /s / Frank W. Getman Jr.
                          _________________________
                          Frank W. Getman Jr.
                          President

  Pursuant   to  the  requirements  of  the  Securities
Exchange Act of 1934, this report has been signed below
by  the  following persons on behalf of the  registrant
and in the capacities and on the dates indicated.


  SIGNATURE                          TITLE                   DATE

  /s/ Frank W. Getman Jr.            President, Director     September 30, 2005
  _____________________________      And Chief Executive
  Frank W. Getman Jr.                Officer (principal
                                     executive officer,
                                     principal financial
                                     officer and principal
                                     accounting officer)



                                     Director
  _____________________________
  Anthony M. Callendrello


  /s/ Alexander Ellis III            Director                September 30, 2005
  _____________________________
  Alexander Ellis III


  /s/ Stanley I. Garnett II          Director                September 30, 2005
  _____________________________
  Stanley I. Garnett II


  /s/ James S. Gordon                Director                September 30, 2005
  _____________________________
  James S. Gordon


  /s/ Thomas C. Leonard              Director                September 30, 2005
  _____________________________
  Thomas C. Leonard






                         F-21


<Page>

EXHIBIT INDEX

    EXHIBIT
     NUMBER  DESCRIPTION OF EXHIBIT
    _______  ______________________

      2.1    Purchase and Sale Agreement for the Seabrook Nuclear  Power
             Station  by  and  among North Atlantic Energy  Corporation,
             The   United   Illuminating  Company,   Great   Bay   Power
             Corporation,  New  England Power Company,  The  Connecticut
             Light  and  Power  Company, Canal Electric Company,  Little
             Bay   Power   Corporation   and  New   Hampshire   Electric
             Cooperative,  Inc.  as  Sellers and North  Atlantic  Energy
             Service  Corporation and FPL Energy Seabrook, LLC as  Buyer
             dated  April  13,  2002,  filed  as  Exhibit  10.1  to  the
             Company's Quarterly Report on Form 10-Q (File No.  1-12527)
             on May 15, 2002 and incorporated herein by reference.

      2.2    Purchase    and    Sale    Agreement    between    Citizens
             Communications  Company  and Great  Bay  Hydro  Corporation
             dated  as of October 30, 2003, filed as Exhibit 2.1 to  the
             Company's Quarterly Report on Form 10-Q (File No.  1-12527)
             on November 6, 2003 and incorporated herein by reference.

      2.3    Agreement and Plan of Merger of HSEMergerCo, Inc. with  and
             into  HoustonStreet Exchange, Inc. dated as  of  April  22,
             2004,  filed as Exhibit 2 to the Company's Quarterly Report
             on  Form  10-Q  (File No. 1-12527) on August  6,  2004  and
             incorporated herein by reference.

      2.4    Project  Development  Agreement between  Sonerra  Resources
             Corporation  and  Nacogdoches Gas,  LLC  dated  January  7,
             2005,  filed as Exhibit 2.4 to the Company's Annual  Report
             on  Form  10-K  (File  No.  1-12527)  for  the  year  ended
             December 31, 2004 and incorporated herein by reference. 1

      2.5    Purchase  and Sale Agreement among Arcadia Energy  II,  LLC
             and  Arcadia  Energy III, LLC, as sellers,  and  Great  Bay
             Hydro  Maine,  LLC  and  Great Bay Hydro  Benton,  LLC,  as
             Buyers,  relating  to  the  acquisition  of  all   of   the
             Partnership  Interests  of Benton  Falls  Associates,  L.P.
             dated  as  of  March 16, 2005, filed as Exhibit  2  to  the
             Company's Current Report on Form 8-K on March 18, 2005  and
             incorporated herein by reference.

      3.1    Certificate of Incorporation of BayCorp Holdings, Ltd.,  as
             amended,  filed  as  Exhibit 3.1 to  the  Company's  Annual
             Report  on Form 10-K (File No. 1-12527) for the year  ended
             December 31, 2004 and incorporated herein by reference.

      3.2    By-laws of BayCorp Holdings, Ltd., filed as Exhibit 3.2  to
             the   Registration  Statement  on  Form  S-4   of   BayCorp
             Holdings, Ltd. (Registration Statement 333-3362)  filed  on
             April 11, 1996 and incorporated herein by reference.

      10.1   Amended  and  Restated  Purchase  Power  Agreement  between
             Unitil  Power Corp. and Great Bay Power Corporation,  dated
             as  of  November  1,  2002, filed as Exhibit  10.4  to  the
             Company's  Annual  Report on Form 10-K (File  No.  1-12527)
             for  the  year  ended  December 31, 2003  and  incorporated
             herein by reference.

      10.2   Third Amended and Restated Rights of First Refusal and  Co-
             Sale  Agreement dated as of March 30, 2001,  by  and  among
             BayCorp  Holdings, Ltd., HoustonStreet Exchange,  Inc.  and
             the other parties named therein, filed as Exhibit 10.46  to
             the  Company's  Annual Report on Form  10-K  (File  No.  1-
             12527)   for   the  year  ended  December  31,   2001   and
             incorporated herein by reference.

     10. 3*  1996  Stock  Option  Plan  of BayCorp  Holdings,  Ltd.,  as
             amended,  filed  as  Annex III to  the  Prospectus  in  the
             Registration  Statement on Form S-8  of  BayCorp  Holdings,
             Ltd.  (Registration Statement 333-3362) filed on  June  12,
             1996 and incorporated herein by reference.

     10. 4*  2001  Non-Statutory Stock Option Plan of BayCorp  Holdings,
             Ltd., filed as Exhibit 99 to the Registration Statement  on
             Form  S-8 of BayCorp Holdings, Ltd. (Registration Statement
             333-71976)  filed  on  October 22,  2001  and  incorporated
             herein by reference.

     10.5*   Stock  Option Agreement, dated May 25, 2000, by and between
             Anthony  M. Callendrello and BayCorp Holdings, Ltd.,  filed
             as Exhibit 10.26 to the Company's Annual Report on Form 10-
             K  (File No. 1-12527) for the year ended December 31,  2001
             and incorporated herein by reference.


                                    F-22

    <Page>

     10.6*   Non-Statutory Stock Option Agreement and related  Incentive
             Stock  Option  Agreement, each dated May 2,  2001,  by  and
             between  Anthony  M.  Callendrello  and  BayCorp  Holdings,
             Ltd.,  filed  as  Exhibit  10.27 to  the  Company's  Annual
             Report  on Form 10-K (File No. 1-12527) for the year  ended
             December 31, 2001 and incorporated herein by reference.

     10.7*   Retention  and  Incentive  Agreement,  dated  November  30,
             2001,  by  and between Anthony M. Callendrello and  BayCorp
             Holdings,  Ltd.,  filed as Exhibit 10.26 to  the  Company's
             Annual Report on Form 10-K (File No. 1-12527) for the  year
             ended   December  31,  2002  and  incorporated  herein   by
             reference.

     10.8*   Retention and Incentive Agreement dated December  3,  2001,
             by  and  between Frank W. Getman Jr. and BayCorp  Holdings,
             Ltd.,  filed  as  Exhibit  10.27 to  the  Company's  Annual
             Report  on Form 10-K (File No. 1-12527) for the year  ended
             December 31, 2002 and incorporated herein by reference.

     10.9*   1999  Stock Incentive Plan of HoustonStreet Exchange, Inc.,
             filed  as  Exhibit 10.24 to the Company's Annual Report  on
             Form  10-K  (File No. 1-12527) for the year ended  December
             31, 1999 and incorporated herein by reference.

     10.10   $10,250,000  Convertible Note from BayCorp  Holdings,  Ltd.
             and  its  wholly  owned subsidiaries to  Sloan  Group  Ltd.
             dated  March  15,  2005,  filed as  Exhibit  10.10  to  the
             Company's  Annual  Report on Form 10-K (File  No.  1-12527)
             for  the  year  ended  December 31, 2004  and  incorporated
             herein by reference.

     10.11   Pledge  Agreement among BayCorp Holdings, Ltd., its  wholly
             owned  subsidiaries and Sloan Group Ltd.  dated  March  15,
             2005,  filed  as  Exhibit  10.11 to  the  Company's  Annual
             Report  on Form 10-K (File No. 1-12527) for the year  ended
             December 31, 2004 and incorporated herein by reference.

     10.12*  Incentive  Stock Option Agreement dated December  10,  2004
             by  and between Frank W. Getman and HoustonStreet Exchange,
             Inc.,  filed  as  Exhibit  10.12 to  the  Company's  Annual
             Report  on Form 10-K (File No. 1-12527) for the year  ended
             December 31, 2004 and incorporated herein by reference.

       14    Code  of  Business  Conduct filed  as  Exhibit  14  to  the
             Company's  Annual  Report on Form 10-K (File  No.  1-12527)
             for  the  year  ended  December 31, 2003  and  incorporated
             herein by reference.

       21    List  of  Subsidiaries of BayCorp Holdings, Ltd.  filed  as
             Exhibit  21  to the Company's Annual Report  on  Form  10-K
             (File  No.  1-12527) for the year ended December  31,  2004
             and incorporated herein by reference.

      23**   Consent of Vitale, Caturano & Company P.C.

     31.1**  Certification  of  President and  Chief  Executive  Officer
             (principal  executive  officer) pursuant  to  Exchange  Act
             Rules 13a-14 and 15d-14.

     31.2**  Certification  of  President and  Chief  Executive  Officer
             (principal  financial  officer) pursuant  to  Exchange  Act
             Rules 13a-14 and 15d-14.

     31.3**  Certification  of Vice President of Finance  and  Treasurer
             (chief  accounting officer) pursuant to Exchange Act  Rules
             13a-14 and 15d-14.

     32.1**  Certification   of  Chief  Executive  Officer   and   Chief
             Financial  Officer pursuant to 18 U.S.C. Section  1350,  as
             adopted  pursuant to Section 906 of the Sarbanes-Oxley  Act
             of 2002.

     32.2**  Certification  of Vice President of Finance  and  Treasurer
             pursuant to 18 U.S.C. Section 1350, as adopted pursuant  to
             Section 906 of the Sarbanes-Oxley Act of 2002.

  *   Management  contract  or  compensatory  plan   or
  arrangement.

  ** Filed herewith.

1.  All  disclosure  schedules and exhibits  have  been
omitted  pursuant to Item 601(b)(2) of Regulation  S-K.
The  Registrant will furnish supplementally a  copy  of
any  omitted schedule or exhibit to the Securities  and
Exchange Commission upon request.



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