Exhibit 3.1



                  CERTIFICATE OF INCORPORATION

                               OF

                     BAYCORP HOLDINGS, LTD.

                 (as amended through March 2005)

     FIRST.  The name of the Corporation is:

               BAYCORP HOLDINGS, LTD.

     SECOND.  The address of its registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle.  The name of its
registered agent at such address is The Corporation Trust
Company.

     THIRD.  The nature of the business or purposes to be
conducted or promoted by the Corporation is as follows:

     To engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law
of Delaware.

     FOURTH.  The total number of shares of all classes of stock
which the Corporation shall have authority to issue is 4,000,000
shares of Common Stock, $0.01 par value per share ("Common
Stock") and 1,000,000 shares of Preferred Stock, $0.01 par value
per share ("Preferred Stock").

     The following is a statement of the designations and the
powers, privileges and rights, and the qualifications,
limitations or restrictions thereof in respect of each class of
capital stock of the Corporation.

A.   COMMON STOCK.

     1.   General.  The voting, dividend and liquidation rights of the
holders of the Common Stock are subject to and qualified by the
rights of the holders of the Preferred Stock of any series as may
be designated by the Board of Directors upon any issuance of the
Preferred Stock of any series.

     2.   Voting.  The holders of the Common Stock are entitled to one
vote for each share held at all meetings of stockholders (and
written actions in lieu of meetings).  There shall be no
cumulative voting.

          The number of authorized shares of Common Stock may be
increased or decreased (but not below the number of shares
thereof then outstanding) by the affirmative vote of the holders
of a majority of the stock of the Corporation entitled to vote,
irrespective of the provisions of Section 242(b)(2) of the
General Corporation Law of Delaware.

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     3.   Dividends.  Dividends may be declared and paid on the Common
Stock from funds lawfully available therefor as and when
determined by the Board of Directors and subject to any
preferential dividend rights of any then outstanding Preferred
Stock.

     4.   Liquidation.  Upon the dissolution or liquidation of the
Corporation, whether voluntary or involuntary, holders of Common
Stock will be entitled to receive all assets of the Corporation
available for distribution to its stockholders, subject to any
preferential rights of any then outstanding Preferred Stock.



B.   PREFERRED STOCK.

          Preferred Stock may be issued from time to time in one
or more series, each of such series to have such terms as stated
or expressed herein and in the resolution or resolutions
providing for the issue of such series adopted by the Board of
Directors of the Corporation as hereinafter provided.  Any shares
of Preferred Stock which may be redeemed, purchased or acquired
by the Corporation may be reissued except as otherwise provided
by law.  Different series of Preferred Stock shall not be
construed to constitute different classes of shares for the
purposes of voting by classes unless expressly provided.

          Authority is hereby expressly granted to the Board of
Directors from time to time to issue the Preferred Stock in one
or more series, and in connection with the creation of any such
series, by resolution or resolutions providing for the issue of
the shares thereof, to determine and fix such voting powers, full
or limited, or no voting powers, and such designations,
preferences and relative participating, optional or other special
rights, and qualifications, limitations or restrictions thereof,
including without limitation thereof, dividend rights, special
voting rights, conversion rights, redemption privileges and
liquidation preferences, as shall be stated and expressed in such
resolutions, all to the full extent now or hereafter permitted by
the General Corporation Law of Delaware.  Without limiting the
generality of the foregoing, the resolutions providing for
issuance of any series of Preferred Stock may provide that such
series shall be superior or rank equally or be junior to the
Preferred Stock of any other series to the extent permitted by
law.  Except as otherwise specifically provided in this
Certificate of Incorporation, no vote of the holders of the
Preferred Stock or Common Stock shall be a prerequisite to the
issuance of any shares of any series of the Preferred Stock
authorized by and complying with the conditions of this
Certificate of Incorporation, the right to have such vote being
expressly waived by all present and future holders of the capital
stock of the Corporation.

     FIFTH.  The name and mailing address of the sole
incorporator are as follows:

          NAME                     MAILING ADDRESS

     Jane B. Eiselein, Esq.        c/o Hale and Dorr
                                   60 State Street
                                   Boston, MA  02109

     SIXTH.  In furtherance of and not in limitation of powers
conferred by statute, it is

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further provided:

          1.   Election of directors need not be by written
ballot.

          2.   The Board of Directors is expressly authorized to
adopt, amend or repeal the By-Laws of the Corporation.

     SEVENTH.  Whenever a compromise or arrangement is proposed
between this corporation and its creditors or any class of them
and/or between this corporation and its stockholders or any class
of them, any court of equitable jurisdiction within the State of
Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this
corporation under the provisions of section 291 of Title 8 of the
Delaware Code or on the application of trustees in dissolution or
of any receiver or receivers appointed for this corporation under
the provisions of section 279 of Title 8 of the Delaware Code
order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as
the case may be, to be summoned in such manner as the said court
directs.  If a majority in number representing three-fourths in
value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the
case may be, agree to any compromise or arrangement and to any
reorganization of this corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and
the said reorganization shall, if sanctioned by the court to
which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders
or class of stockholders, of this corporation, as the case may
be, and also on this corporation.

     EIGHTH.  Except to the extent that the General Corporation
Law of Delaware prohibits the elimination or limitation of
liability of directors for breaches of fiduciary duty, no
director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for any
breach of fiduciary duty as a director, notwithstanding any
provision of law imposing such liability.  No amendment to or
repeal of this provision shall apply to or have any effect on the
liability or alleged liability of any director of the Corporation
for or with respect to any acts or omissions of such director
occurring prior to such amendment.

     NINTH.

     1.   Actions, Suits and Proceedings Other than by or in the Right
of the Corporation.  The Corporation shall indemnify each person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Corporation), by reason
of the fact that he is or was, or has agreed to become, a
director or officer of the Corporation, or is or was serving, or
has agreed to serve, at the request of the Corporation, as a
director, officer or trustee of, or in a similar capacity with,
another corporation, partnership, joint venture, trust or other
enterprise (including any employee benefit plan) (all such
persons being referred to hereafter as an "Indemnitee"), or by
reason of any action alleged to have been taken or omitted in
such capacity, against all expenses (including attorneys' fees),
judgments, fines and

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amounts paid in settlement actually and reasonably incurred by
him or on his behalf in connection with such action, suit or
proceeding and any appeal therefrom, if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.  The termination of any action,
suit or proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in, or
not opposed to, the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.  Notwithstanding
anything to the contrary in this Article, except as set forth in
Section 7 below, the Corporation shall not indemnify an
Indemnitee seeking indemnification in connection with a
proceeding (or part thereof) initiated by the Indemnitee unless
the initiation thereof was approved by the Board of Directors of
the Corporation.  Notwithstanding anything to the contrary in
this Article, the Corporation shall not indemnify an Indemnitee
to the extent such Indemnitee is reimbursed from the proceeds of
insurance, and in the event the Corporation makes any
indemnification payments to an Indemnitee and such Indemnitee is
subsequently reimbursed from the proceeds of insurance, such
Indemnitee shall promptly refund such indemnification payments to
the Corporation to the extent of such insurance reimbursement.

     2.   Actions or Suits by or in the Right of the Corporation.  The
Corporation shall indemnify any Indemnitee who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he is
or was, or has agreed to become, a director or officer of the
Corporation, or is or was serving, or has agreed to serve, at the
request of the Corporation, as a director, officer or trustee of,
or in a similar capacity with, another corporation, partnership,
joint venture, trust or other enterprise (including any employee
benefit plan), or by reason of any action alleged to have been
taken or omitted in such capacity, against all expenses
(including attorneys' fees) and, to the extent permitted by law,
amounts paid in settlement actually and reasonably incurred by
him or on his behalf in connection with such action, suit or
proceeding and any appeal therefrom, if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the Corporation, except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the
Court of Chancery of Delaware shall determine upon application
that, despite the adjudication of such liability but in view of
all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses (including
attorneys' fees) which the Court of Chancery of Delaware shall
deem proper.

     3.   Indemnification for Expenses of Successful Party.
Notwithstanding the other provisions of this Article, to the
extent that an Indemnitee has been successful, on the merits or
otherwise, in defense of any action, suit or proceeding referred
to in Sections 1 and 2 of this Article, or in defense of any
claim, issue or matter therein, or on appeal from any such
action, suit or proceeding, he shall be indemnified against all
expenses (including attorneys' fees) actually and reasonably
incurred by him or on his behalf in connection therewith.
Without

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limiting the foregoing, if any action, suit or proceeding is
disposed of, on the merits or otherwise (including a disposition
without prejudice), without (i) the disposition being adverse to
the Indemnitee, (ii) an adjudication that the Indemnitee was
liable to the Corporation, (iii) a plea of guilty or nolo
contendere by the Indemnitee, (iv) an adjudication that the
Indemnitee did not act in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the Corporation, and (v) with respect to any criminal
proceeding, an adjudication that the Indemnitee had reasonable
cause to believe his conduct was unlawful, the Indemnitee shall
be considered for the purposes hereof to have been wholly
successful with respect thereto.

     4.   Notification and Defense of Claim.  As a condition precedent
to his right to be indemnified, the Indemnitee must notify the
Corporation in writing as soon as practicable of any action,
suit, proceeding or investigation involving him for which
indemnity will or could be sought.  With respect to any action,
suit, proceeding or investigation of which the Corporation is so
notified, the Corporation will be entitled to participate therein
at its own expense and/or to assume the defense thereof at its
own expense, with legal counsel reasonably acceptable to the
Indemnitee.  After notice from the Corporation to the Indemnitee
of its election so to assume such defense, the Corporation shall
not be liable to the Indemnitee for any legal or other expenses
subsequently incurred by the Indemnitee in connection with such
claim, other than as provided below in this Section 4.  The
Indemnitee shall have the right to employ his own counsel in
connection with such claim, but the fees and expenses of such
counsel incurred after notice from the Corporation of its
assumption of the defense thereof shall be at the expense of the
Indemnitee unless (i) the employment of counsel by the Indemnitee
has been authorized by the Corporation, (ii) counsel to the
Indemnitee shall have reasonably concluded that there may be a
conflict of interest or position on any significant issue between
the Corporation and the Indemnitee in the conduct of the defense
of such action or (iii) the Corporation shall not in fact have
employed counsel to assume the defense of such action, in each of
which cases the fees and expenses of counsel for the Indemnitee
shall be at the expense of the Corporation, except as otherwise
expressly provided by this Article.  The Corporation shall not be
entitled, without the consent of the Indemnitee, to assume the
defense of any claim brought by or in the right of the
Corporation or as to which counsel for the Indemnitee shall have
reasonably made the conclusion provided for in clause (ii) above.

     5.   Advance of Expenses.  Subject to the provisions of Section 6
below, in the event that the Corporation does not assume the
defense pursuant to Section 4 of this Article of any action,
suit, proceeding or investigation of which the Corporation
receives notice under this Article, any expenses (including
attorneys' fees) incurred by an Indemnitee in defending a civil
or criminal action, suit, proceeding or investigation or any
appeal therefrom shall be paid by the Corporation in advance of
the final disposition of such matter; provided, however, that the
payment of such expenses incurred by an Indemnitee in advance of
the final disposition of such matter shall be made only upon
receipt of an undertaking by or on behalf of the Indemnitee to
repay all amounts so advanced in the event that it shall
ultimately be determined that the Indemnitee is not entitled to
be indemnified by the Corporation as authorized in this Article.
Such undertaking shall be accepted without reference to the
financial ability of the Indemnitee to make such repayment.

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     6.   Procedure for Indemnification.  In order to obtain
indemnification or advancement of expenses pursuant to Section 1,
2, 3 or 5 of this Article, the Indemnitee shall submit to the
Corporation a written request, including in such request such
documentation and information as is reasonably available to the
Indemnitee and is reasonably necessary to determine whether and
to what extent the Indemnitee is entitled to indemnification or
advancement of expenses.  Any such indemnification or advancement
of expenses shall be made promptly, and in any event within
60 days after receipt by the Corporation of the written request
of the Indemnitee, unless with respect to requests under
Section 1, 2 or 5 the Corporation determines within such 60-day
period that the Indemnitee did not meet the applicable standard
of conduct set forth in Section 1 or 2, as the case may be.  Such
determination shall be made in each instance by (a) a majority
vote of the directors of the Corporation consisting of persons
who are not at that time parties to the action, suit or
proceeding in question ("disinterested directors"), whether or
not a quorum, (b) a majority vote of a quorum of the outstanding
shares of stock of all classes entitled to vote for directors,
voting as a single class, which quorum shall consist of
stockholders who are not at that time parties to the action, suit
or proceeding in question, (c) independent legal counsel (who
may, to the extent permitted by law, be regular legal counsel to
the Corporation), or (d) a court of competent jurisdiction.

     7.   Remedies.  The right to indemnification or advances as
granted by this Article shall be enforceable by the Indemnitee in
any court of competent jurisdiction if the Corporation denies
such request, in whole or in part, or if no disposition thereof
is made within the 60-day period referred to above in Section 6.
Unless otherwise required by law, the burden of proving that the
Indemnitee is not entitled to indemnification or advancement of
expenses under this Article shall be on the Corporation.  Neither
the failure of the Corporation to have made a determination prior
to the commencement of such action that indemnification is proper
in the circumstances because the Indemnitee has met the
applicable standard of conduct, nor an actual determination by
the Corporation pursuant to Section 6 that the Indemnitee has not
met such applicable standard of conduct, shall be a defense to
the action or create a presumption that the Indemnitee has not
met the applicable standard of conduct.  The Indemnitee's
expenses (including attorneys' fees) incurred in connection with
successfully establishing his right to indemnification, in whole
or in part, in any such proceeding shall also be indemnified by
the Corporation.

     8.   Subsequent Amendment.  No amendment, termination or repeal
of this Article or of the relevant provisions of the General
Corporation Law of Delaware or any other applicable laws shall
affect or diminish in any way the rights of any Indemnitee to
indemnification under the provisions hereof with respect to any
action, suit, proceeding or investigation arising out of or
relating to any actions, transactions or facts occurring prior to
the final adoption of such amendment, termination or repeal.

     9.   Other Rights.  The indemnification and advancement of
expenses provided by this Article shall not be deemed exclusive
of any other rights to which an Indemnitee seeking
indemnification or advancement of expenses may be entitled under
any law (common or statutory), agreement or vote of stockholders
or disinterested directors or otherwise, both as to

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action in his official capacity and as to action in any other
capacity while holding office for the Corporation, and shall
continue as to an Indemnitee who has ceased to be a director or
officer, and shall inure to the benefit of the estate, heirs,
executors and administrators of the Indemnitee.  Nothing
contained in this Article shall be deemed to prohibit, and the
Corporation is specifically authorized to enter into, agreements
with officers and directors providing indemnification rights and
procedures different from those set forth in this Article.  In
addition, the Corporation may, to the extent authorized from time
to time by its Board of Directors, grant indemnification rights
to other employees or agents of the Corporation or other persons
serving the Corporation and such rights may be equivalent to, or
greater or less than, those set forth in this Article.

     10.  Partial Indemnification.  If an Indemnitee is entitled under
any provision of this Article to indemnification by the
Corporation for some or a portion of the expenses (including
attorneys' fees), judgments, fines or amounts paid in settlement
actually and reasonably incurred by him or on his behalf in
connection with any action, suit, proceeding or investigation and
any appeal therefrom but not, however, for the total amount
thereof, the Corporation shall nevertheless indemnify the
Indemnitee for the portion of such expenses (including attorneys'
fees), judgments, fines or amounts paid in settlement to which
the Indemnitee is entitled.

     11.  Insurance.  The Corporation may purchase and maintain
insurance, at its expense, to protect itself and any director,
officer, employee or agent of the Corporation or another
corporation, partnership, joint venture, trust or other
enterprise (including any employee benefit plan) against any
expense, liability or loss incurred by him in any such capacity,
or arising out of his status as such, whether or not the
Corporation would have the power to indemnify such person against
such expense, liability or loss under the General Corporation Law
of Delaware.


     12.  Merger or Consolidation.  If the Corporation is merged into
or consolidated with another corporation and the Corporation is
not the surviving corporation, the surviving corporation shall
assume the obligations of the Corporation under this Article with
respect to any action, suit, proceeding or investigation arising
out of or relating to any actions, transactions or facts
occurring prior to the date of such merger or consolidation.

     13.  Savings Clause.  If this Article or any portion hereof shall
be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify
each Indemnitee as to any expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection
with any action, suit, proceeding or investigation, whether
civil, criminal or administrative, including an action by or in
the right of the Corporation, to the fullest extent permitted by
any applicable portion of this Article that shall not have been
invalidated and to the fullest extent permitted by applicable
law.

     14.  Definitions.  Terms used herein and defined in
Section 145(h) and Section 145(i) of the General Corporation Law
of Delaware shall have the respective meanings assigned to such
terms in such Section 145(h) and Section 145(i).

     15.  Subsequent Legislation.  If the General Corporation Law of
Delaware is amended after adoption of this Article to expand
further the indemnification permitted to Indemnitees, then


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the Corporation shall indemnify such persons to the fullest
extent permitted by the General Corporation Law of Delaware, as
so amended.

     TENTH.  The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by
statute and this Certificate of Incorporation, and all rights
conferred upon stockholders herein are granted subject to this
reservation.

     ELEVENTH.      This article is inserted for the management
of the business and for the conduct of the affairs of the
Corporation.

     1.   Number of Directors.  The number of directors of the
Corporation shall not be less than three.  The exact number of
directors within the limitations specified in the preceding
sentence shall be fixed from time to time by, or in the manner
provided in, the Corporation's By-Laws.

     2.   Election of Directors.  Elections of directors need not
be by written ballot except as and to the extent provided in the
By-Laws of the Corporation.

     3.   Removal.  Directors of the Corporation may be removed
only for cause by the affirmative vote of the holders of at least
two-thirds of the shares of the capital stock of the Corporation
issued and outstanding and entitled to vote.

     4.   Amendments to Article.  Notwithstanding any other
provisions of law, this Certificate of Incorporation or the By-
Laws of the Corporation, and notwithstanding the fact that a
lesser percentage may be specified by law, the affirmative vote
of the holders of at least seventy-five percent (75%) of the
shares of capital stock of the Corporation issued and outstanding
and entitled to vote shall be required to amend or repeal, or to
adopt any provision inconsistent with, this Article ELEVENTH.

     TWELFTH.  Stockholders of the Corporation may not take any
action by written consent in lieu of a meeting.  Notwithstanding
any other provisions of law, the Amended and Restated Certificate
of Incorporation or the By-Laws of the Corporation, and
notwithstanding the fact that a lesser percentage may be
specified by law, the affirmative vote of the holders of at least
seventy-five percent (75%) of the shares of capital stock of the
Corporation issued and outstanding and entitled to vote shall be
required to amend or repeal, or to adopt any provision
inconsistent with, this article TWELFTH.

     THIRTEENTH.  Special meetings of stockholders may be called
at any time by only the Chairman of the Board of Directors, the
Chief Executive Officer (or if there is no Chief Executive
Officer, the President) or the Board of Directors.  Business
transacted at any special meeting of stockholders shall be
limited to matters relating to the purpose or purposes stated in
the notice of meeting.  Notwithstanding any other provision of
law, this Amended and Restated Certificate of Incorporation or
the By-Laws of the Corporation, and notwithstanding the fact that
a lesser percentage may be specified by law, the affirmative vote
of the holders of at least

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seventy-five percent (75%) of the shares of capital stock of the
Corporation issued and outstanding and entitled to vote shall be
required to amend or repeal, or to adopt any provisions
inconsistent with, this Article THIRTEENTH.





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