<Page>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

(Mark one)
[ X ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

                 For the quarterly period ended   March 31, 2004
                                                  ---------------
                                       OR

[   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from      ______________ to _____________

     Commission file number                                 1-12527
                                                            -------

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

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

1 New Hampshire Avenue, Suite 125                                03801
     Portsmouth, New Hampshire
(Address of principal executive offices)                      (Zip Code)

       Registrant's telephone number, including area code: (603) 766-4990

     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 whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act.)

Yes        No  X
     ---      ---

              Class                               Outstanding at April 15, 2004
----------------------------------------          ------------------------------
Common Stock, $0.01 Par Value per Share                     611,697


<Page>

                                      INDEX

<Table>
<Caption>

PART I - FINANCIAL INFORMATION:

   <S>                                                                              <C>

   Item 1 - Financial Statements:

   Consolidated Statements of Income -
     Three Months Ended  March 31, 2004 and 2003 . . .  . . . . . . . . . . .         3

   Consolidated Balance Sheets at March 31, 2004
     and December 31, 2003  . . . . . . . . . . . . . . . . . . . . . . . . .         4

   Consolidated Statements of Cash Flows -
     Three Months Ended March 31, 2004 and 2003 . . . . . . . . . . . . . . .         5

   Notes to Financial Statements  . . . . . . . . . . . . . . . . . . . . . .         6

   Item 2 - Management's Discussion and Analysis of Financial Condition
     and Results of Operations  . . . . . . . . . . . . . . . . . . . . . . .        11

   Item 3 - Quantitative and Qualitative Disclosures About Market Risk  . . .        18

   Item 4 - Controls and Procedures . . . . . . . . . . . . . . . . . . . . .        18



PART II - OTHER INFORMATION:

   Item 2 - Changes in Securities and Use of Proceeds . . . . . . . . . . . .        19

   Item 5 - Other Information . . . . . . . . . . . . . . . . . . . . . . . .        19

   Item 6 - Exhibits and Reports on Form 8-K  . . . . . . . . . . . . . . . .        19

   Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        20

   Exhibit Index  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        21


</Table>
                                        2

<Page>

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements
----------------------------


                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
            (Dollars in thousands, except shares and per share data)

<Table>
<Caption>
                                                              Three Months Ended
                                                                  March 31,
                                                            <C>                <C>
<S>                                                        2004               2003
                                                           ----               ----

Operating Revenues                                       $1,034               $991

Operating Expenses
  Purchased Power                                         1,131              1,195
  Unrealized Loss on Energy Contracts                     1,637              1,083
  Administrative & General                                  415                756
  Taxes other than Income                                    13                128
                                                       --------           --------
      Total Operating Expenses                            3,196              3,162

Operating Loss                                           (2,162)            (2,171)

Other Income
  Interest and Dividend Income                               55                402
  Other Income                                                9                  7
                                                       --------           --------
      Total Other Income                                     64                409

Loss Before Income Taxes                                 (2,098)            (1,762)
  Income Taxes                                                0                  0
                                                       --------           --------
Net Loss                                                ($2,098)           ($1,762)
                                                       ========          =========

Weighted Average Shares Outstanding - Basic             629,353          7,844,102
Weighted Average Shares Outstanding - Diluted           629,353          7,844,102
Basic Net Loss Per Share                                 ($3.33)            ($0.22)
Diluted Net Loss Per Share                               ($3.33)            ($0.22)

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

</Table>

                                        3
<Page>

                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                             (Dollars in thousands)
<Table>
<Caption>

                                                       March 31,        December 31,
                                                          2004              2003
                                                       ---------         -----------
<S>                                                           <C>                 <C>
ASSETS

Current Assets:
  Cash & Cash Equivalents                                  $6,432              $7,469
  Restricted Cash - Escrow                                  2,500               2,500
  Accounts Receivable, net                                    339                 339
  Prepayments & Other Assets                                1,030               1,085
                                                        ---------           ---------
      Total Current Assets                                 10,301              11,393


Other Assets:
  Unrealized Gain on Energy Contracts -
   at market                                                    -                   3
  Other Long Term Assets                                    1,662               1,508
                                                        ---------           ---------
      Total Other Assets                                    1,662               1,511

TOTAL ASSETS                                              $11,963             $12,904
                                                        =========           =========


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts Payable                                           $868                $965
  Accrued Taxes                                                82                  95
  Miscellaneous Current Liabilities                         1,725               1,740
                                                        ---------           ---------
          Total Current Liabilities                         2,675               2,800

Deferred Gain on Energy Contract                            1,732               1,798
Unrealized Loss on Energy Contract -
   at market                                                1,699                   -

Commitments & Contingencies

Stockholders' Equity:
  Preferred stock, $.01 par value
      Authorized - 1,000,000 shares;
      Issued and Outstanding - 0 Shares                         -                   -

  Common stock, $.01 par value,
      Authorized - 4,000,000 shares
      Issued and Outstanding - 611,697 and
        641,937 shares, respectively                            6                   6
      Additional Paid-in Capital                          (20,882)            (20,531)
      Accumulated Earnings                                 26,733              28,831
                                                        ---------           ---------
          Total Stockholders' Equity                        5,857               8,306

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $11,963             $12,904
                                                        =========           =========

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

</Table>

                                        4
<Page>

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                             (Dollars in thousands)

<Table>
<Caption>

                                                              2004              2003
                                                              ----              ----
<S>                                                              <C>                <C>
Net cash flow from operating activities:
    Net loss                                                 ($2,098)           ($1,762)
    Adjustments to reconcile net loss to net
    cash used in operating activities:
         Unrealized loss on the mark-to-market of
           energy contract                                     1,703              1,149
         Amortization of deferred gain on energy
            contract                                             (66)               (66)
         Non-cash compensation expense                            43                 77
         Increase in accounts receivable                           0                (23)
         (Increase) decrease in prepaids and other
            assets                                               (98)             1,400
         Increase (decrease) in accounts payable and
           accrued expenses                                      (97)               710
         Decrease in taxes accrued                               (13)            (2,241)
         Decrease in miscellaneous and other
           liabilities                                           (16)            (3,058)
                                                            --------            --------
      Net cash used in operating activities                     (642)            (3,814)

Net cash used in financing activities:
  Stock option exercise                                            0              1,776
  Reacquired capital stock and options                          (395)          (123,623)
                                                            --------          ---------
      Net cash used in financing activities                     (395)          (121,847)

Net decrease in cash and cash equivalents                     (1,037)          (125,661)
Cash and cash equivalents, beginning of period                 7,469            134,164
                                                            --------          ---------
Cash and cash equivalents, end of period                    $  6,432          $   8,503
                                                            ========          =========
Supplemental disclosure of non-cash financing
activities:
  Cash paid during the period for income taxes              $     12          $   2,427
                                                            --------          ---------


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

</Table>

                                        5
<Page>

                          NOTES TO FINANCIAL STATEMENTS

NOTE A - THE COMPANY

  BayCorp Holdings, Ltd. ("BayCorp" or the "Company") is an unregulated holding
company incorporated in Delaware in 1996.  BayCorp currently owns three
subsidiaries including Great Bay Power Marketing, Inc., BayCorp Ventures, LLC
and Great Bay Hydro Corporation.  BayCorp also owns an equity investment in
HoustonStreet Exchange, Inc.

  Until January 1, 2003, BayCorp had two principal operating subsidiaries that
generated and marketed 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.
Great Bay and Little Bay were each wholly-owned by BayCorp.  In December 2002,
BayCorp legally dissolved Great Bay and Little Bay.

  In October 2002, BayCorp created two subsidiaries, Great Bay Power Marketing,
Inc. ("GBPM") and BayCorp Ventures, LLC. ("BCV").  GBPM 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 C. Commitments and Contingencies. Purchased Power Agreements."  Effective
January 1, 2003, GBPM assumed the Unitil contract, previously held by Great Bay,
and holds the letter of credit established to secure GBPM's obligations under
the Unitil contract.  BayCorp created BCV 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.

  In September 2003, BayCorp created a third subsidiary, Great Bay Hydro
Corporation ("GBH").  GBH, formed for this purpose, 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.  GBH completed the acquisition of the
Vermont generating facilities 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,
Vermont and West Charleston, Vermont.  GBH will use the output of the Newport
plant as a physical hedge for meeting a portion of BayCorp's supply obligations
under the long-term contract to supply 9.06 megawatts to Unitil.

  BayCorp also owns shares representing approximately 49.7% of the voting power
of all outstanding common and preferred shares of HoustonStreet Exchange, Inc.
("HoustonStreet").  HoustonStreet, incorporated in Delaware in 1999, is an
equity investment of BayCorp.  HoustonStreet developed and operates
HoustonStreet.com, an Internet-based independent crude oil and refined products
trading exchange in the United States.

                                        6

<Page>

Sale of Seabrook Ownership
--------------------------

  In October 2000, the Company announced that it reached an agreement with
Northeast Utilities ("NU") under which the Company's generating subsidiaries,
Great Bay and Little Bay, would include their aggregate 15% ownership share of
the Seabrook Project in the auction of NU's subsidiaries' shares of the Seabrook
Project.  As a result of the auction, which was conducted in 2001 and 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, for $836.6 million 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
are included in prepayments and the potential closing adjustments are included
in miscellaneous current liabilities.  The amount escrowed was based on an
estimate of those expenses.  A final reconciliation of and termination of all
such escrow accounts is scheduled to occur in the second quarter of 2004 in
accordance with the terms of the Escrow Agreements among the selling owners.
Although the Company expects the amounts accrued for final closing adjustments
as of March 31, 2004 to be adequate, should actual expenses be greater than the
amount escrowed, additional funds would be required.

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 has 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 is subject to the
approval of creditors and the bankruptcy court.  In October 2003, BayCorp sold a
portion of its power delivery claim in the amount of $1,041,600 to an
institutional investor for $343,700, which it received in December 2003.
BayCorp recorded this transaction as a recovery of bad debt.  BayCorp retains
the remaining portion of the power delivery claim as well as the claim for
damages.  Any recovery by the Company on account of this remaining claim against
Enron is uncertain.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  The unaudited financial statements included herein have been prepared on
behalf of the Company pursuant to the rules and regulations of the Securities
and Exchange Commission ("SEC") and include, in the opinion of management, all
adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation of interim period results.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been omitted or condensed
pursuant to such rules and regulations.  The Company believes, however, its
disclosures herein,

                                        7

<Page>

when read in conjunction with the Company's audited financial statements for the
year ended December 31, 2003 as filed in Form 10-K on March 26, 2004 are
adequate to make the information presented not misleading. The Company's
significant accounting policies are described in Note 1 of Notes to Consolidated
Financial Statements included in the Company's 10-K.  The results for the
interim periods are not necessarily indicative of the results to be expected for
the full fiscal year.

  The Company currently utilizes forward and spot market purchases to maximize
the value of its long-term power sales contract with Unitil (the "Unitil PPA").
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 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.

NOTE C - COMMITMENTS AND CONTINGENCIES

Purchased Power Agreements
--------------------------

  In anticipation of the Seabrook sale, the Unitil PPA was amended as of
November 1, 2002.  The amendment primarily modified the existing PPA to reduce
the amount of power delivered to 9.06 megawatts and the price that Unitil pays
for power to $50.34 per megawatt hour, and provide 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 Third Mortgage that secured Great Bay's performance of the PPA.
In connection with the amended 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 Federal Energy Regulatory Commission ("FERC")
approval.  Great Bay assigned the Unitil PPA to GBPM as of January 1, 2003.

  This contract meets the definition of a derivative under SFAS No. 133.  All
sales, purchases and market value adjustments related to the Unitil PPA are
reflected gross in the Company's financial statements as the Company has
designated this forward contract as non-trading in accordance with EITF Issue
No. 02-03.  Additionally, in accordance with EITF Issue No. 02-03, the inception
gain (initial value of $2.1 million) on the contract has been deferred and will
be recognized over the life of the contract.  For the quarter ended March 31,
2004, the Company had an unrealized loss on the mark-to-market of the Unitil PPA
of $1,703,000 and had recognized a portion of the deferred gain on the Unitil
PPA of $66,000.  The deferred gain on the Unitil PPA was $1,732,000 as of March
31,2004.  For the quarter ended March 31, 2003, the Company had an unrealized
loss on the mark-to-market of purchase contracts of $7,500 and an unrealized
loss on the mark-to-market of the Unitil PPA of $1,141,000 and had recognized a
portion of the deferred gain on the Unitil PPA of $66,000.  The deferred gain on
the Unitil PPA was $1,995,000 as of March 31, 2003.

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

                                        8

<Page>

  Included in operating revenues for the quarter ended March 31, 2004 is a
$38,000 realized net gain on energy commodity contract trading activity.  The
gross retail sales volume of such activity was approximately $450,000, recorded
net of $412,000 of related cost of sales.  There was no such activity in the
quarter ended March 31, 2003.

NOTE D -  INVESTMENT IN UNCONSOLIDATED AFFILIATES

  The Company consolidates all majority-owned and controlled subsidiaries and
applies the equity method of accounting for investments between 20% and 50%.
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 has deemed that its investment, HoustonStreet, is not a variable
interest entity.   Therefore, the Company does not currently consolidate
HoustonStreet.

 As of March 31, 2004, the Company owned shares representing approximately
49.7% of the voting power of all outstanding common and preferred shares of
HoustonStreet.  Summarized financial information for HoustonStreet is as
follows:

 <Table>
 <Caption>
                                      Three Months        Year ended          Year ended
                                    ended March 31,      December 31,        December 31,
    HoustonStreet:                        2004               2003                2002
    --------------                  ---------------      -------------       ------------
                                                    (Dollars in Thousands)
    <S>                                       <C>               <C>                <C>
    Total Assets                             $564              $606               $585
    Total Liabilities                      13,835            13,525             12,558
    Revenues                                  168               860              1,690
    Net Income (Loss)                        (342)             (956)             1,383
    Company's Proportional
      Equity in Net Income (Loss)            (170)             (449)               642
    Income (Loss) Reflected
      in BayCorp Financials                    $0                $0                 $0

   </Table>

  On March 30, 2001, HoustonStreet raised approximately $2.9 million in
additional funding, including $450,000 from BayCorp, by selling senior secured
notes, warrants to purchase HoustonStreet preferred stock and warrants to
purchase HoustonStreet common stock.  Collectively, these securities are
referred to as the "HoustonStreet Series C Units."  In March 2001, BayCorp
authorized HoustonStreet to convert BayCorp's $7 million loan made in 2000,
along with approximately $1 million in accrued interest and penalties on the
note and past due management fees, into $8 million of Series C Units.  The
senior secured promissory note issued to the Company by HoustonStreet on March
30, 2001, with a face value of $8.4 million, is one of a series of notes.  These
notes bear interest on the outstanding principal from the date issued until the
notes are paid in full at prime plus 5%.  The outstanding principal and interest
of this note to BayCorp as of March 31, 2004 was approximately $11 million of
the approximate $13.7 million total in senior secured promissory notes

                                        9

<Page>

outstanding at HoustonStreet.  Accrued interest is payable, at the sole option
of the holder, in cash or in warrants to purchase shares of Series C convertible
preferred stock.  The notes are secured by a first priority security interest in
all the assets of HoustonStreet.  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 have reserved their rights and have proposed a restructuring that
would potentially provide effective control of HoustonStreet to the noteholders.
The restructuring was approved by the Board of Directors of HoustonStreet in
March 2004 and has been recommended to the HoustonStreet shareholders for
approval.  If approved, the restructuring is expected to occur in the second
quarter of 2004.

 As of March 31, 2004, the Company had no investments in or receivables from
HoustonStreet recognized on the accompanying balance sheet.

NOTE E - EQUITY

  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").  The Company disclosed in the Offer to Purchase
mailed to stockholders that the Board may decide to reduce the number of shares
purchased in the Offer to preserve the Company's ability to use its
approximately $90 million in net operating loss ("NOL") carryforwards.  The
Offer was scheduled to expire on March 3, 2003.

  On March 4, 2003, in view of the response to the Offer and the significant
proration that would have been necessary to preserve the Company's NOL
carryforwards, the Board determined and announced that it would not exercise its
reserved right to prorate the shares tendered in the Offer to preserve the
Company's ability to use the NOL carryforwards without limitation.  The Company
extended the expiration date of the Tender Offer to March 18, 2003 to provide
stockholders additional time to tender shares that had not been tendered or to
withdraw shares that had been tendered.  At the extended 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 March 31, 2004 there were 611,697 shares outstanding and options to
purchase 221,656 shares, 119,990 of which were exercisable.  The Company had
cash and cash equivalents and restricted cash of approximately $8,932,000.

  BayCorp has never paid cash dividends on its common stock.  Any future
dividends depend on future earnings, BayCorp's financial condition and other
factors.

NOTE F - STOCK OPTIONS

                                       10

<Page>

  The Company accounted for its stock option plans under Accounting Principles
Board Opinion No. 25 and related interpretations, and as such no compensation
cost was recognized on options that were granted prior to 2003 at fair market
value and that had not been modified.  On August 14, 2002 the Company announced
that it would begin to account for all employee awards granted, modified, or
settled after January 1, 2003 in accordance with SFAS No. 123, "Accounting for
Stock Based Compensation" and SFAS 148, "Accounting for Stock Based Compensation
- Transition and Disclosure" on a prospective basis.  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 and 2003 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. The following table illustrates the effect on
net income and earnings per share if the fair value based method had been
applied to all outstanding and unvested awards in each period.

  <Table>

                                                        3/31/04         3/31/03
                                                        -------         -------
     <S>                                                      <C>             <C>
     Net Loss: As Reported                               ($2,098)        ($1,762)
     Stock compensation expense included
        in net loss                                           43              77

     Stock compensation expenses determined
        using fair value method for all
        awards                                               (43)           (240)
                                                          -------        --------
          Pro Forma . . . . . . . . . . . . . . .        ($2,098)        ($1,925)
     Loss Per Share (Basic): as reported . . .            ($3.33)         ($0.22)
          Pro Forma . . . . . . . . . . . . . . .         ($3.33)         ($0.25)
     Loss Per Share (Diluted): as reported . .            ($3.33)         ($0.22)
          Pro Forma . . . . . . . . . . . . . . .         ($3.33)         ($0.25)

  </Table>

 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.  The
Company recorded compensation expense related to contingent and repriced options
of $0 and $77,000, respectively, for the three months ended March 31, 2004 and
2003.

 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 of $43,000 in the first quarter of 2004 for these options.

NOTE G - NEW ACCOUNTING PRONOUNCEMENTS

None applicable to the Company.

Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations.
          -----------------------------------------------------------------

Overview

  BayCorp derived all of its revenue through energy sales activities by GBPM in
the first quarter of 2004 and the first quarter of 2003. GBPM currently holds
one purchased power contract with Unitil.  Expenses for the first quarter of
2004 and 2003 primarily consisted of the cost of purchased power and general and
administrative costs.

                                       11

<Page>

  The following discussion focuses solely on operating revenues and operating
expenses and are presented in a substantially consistent manner for all of the
periods presented.

Results of Operations: First Quarter of 2004 Compared to the First Quarter
of 2003
--------------------------------------------------------------------------

Operating Revenues

  BayCorp's operating revenues increased by approximately $43,000, or 4.3%, to
$1,034,000 in the first quarter of 2004 as compared to $991,000 in the first
quarter of 2003.  In the first quarter of 2004, operating revenues of $996,000
were from the sale of power pursuant to the power sales contract with Unitil.
In addition, the Company had net revenues of approximately $38,000 from other
power sales activity in the ISO New England ("ISO NE") spot market.  In the
first quarter of 2003, all operating revenues were derived from the sale of
power pursuant to the power contract with Unitil.

Expenses

  The Company purchases power to satisfy its power supply obligations.
Purchased power expenses decreased by approximately $64,000, or 5.4%, to
$1,131,000 in the first quarter of 2004 as compared to $1,195,000 in the first
quarter of 2003.

  The Company recorded a non-cash charge for an unrealized loss on the mark-to-
market of its long term power sales contract and recorded the amortization of
the deferred gain on this contract for a total net unrealized loss of
approximately $1,637,000 in the first quarter of 2004 as compared to a net
unrealized loss of approximately $1,083,000 in the first quarter of 2003.  The
mark-to-market value of this long-term contract is based on current projections
of power prices over the life of the contract.  Forward power prices increased
during 2003 and have continued to rise in the first quarter of 2004 primarily
due to increases in the forward price of natural gas.  Power generating plants
that use natural gas as a fuel source are increasingly on the margin and
therefore setting the forward price of power in the New England Power Pool
("NEPOOL").  Accordingly, the price of power in NEPOOL is highly dependent on
the price of natural gas.

  Administrative and general expenses decreased approximately $341,000, or 45%,
from $756,000 in the first quarter of 2003 to $415,000 in the first quarter of
2004.  The Company incurred costs related to the Tender Offer in the first
quarter of 2003; there were no such costs incurred in the first quarter of 2004.
In addition, the Company undertook numerous cost savings measures, including
relocating its corporate offices to smaller space, reducing headcount and
reducing the salaries of its President and its COO in the second quarter of 2003
that have reduced administrative and general expenses in the first quarter of
2004 as compared to the first quarter of 2003.

  Taxes other than income decreased $115,000, or 90%, from $128,000 in the first
quarter of 2003 to $13,000 in the first quarter of 2004.  This decrease was
primarily the result of higher payroll related taxes in the first quarter of
2003 as compared to the first quarter of 2004.

  Other income for the first quarter of 2004 was approximately $64,000 and
included interest income of approximately $55,000.  Other income for the first
quarter of 2003 was approximately $409,000 and included approximately $402,000
in interest income.  Cash balances in the first quarter of 2003 were
significantly higher than in the first quarter of 2004.  The average cash
balance in the first quarter of 2003 was approximately $123,000,000 as compared
to an average cash balance of approximately $10,900,000 in the first

                                       12

<Page>

quarter of 2004.  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 Company exercised its discretion to purchase up to an additional 2%
of outstanding shares, purchasing a total of 8,673,887 shares and options,
representing approximately 94.3% of the shares and options tendered.  The
Company distributed approximately $123,603,000 to tendering shareholders and
options holders by March 24, 2003.  See "Note E. Equity."

Net Income

  As a result of the above factors, for the first quarter of 2004, the Company
recorded a net loss of $2,098,000, or approximately $3.33 per share, as compared
to a net loss of approximately $1,762,000, or approximately $0.22 per share, for
the first quarter of 2003.

Liquidity and Capital Resources

  As of March 31, 2004, BayCorp had approximately $6,432,000 in cash and cash
equivalents and approximately $2,500,000 in restricted cash.  The Company also
had approximately $1,662,000 in a cash deposit at ISO NE.  The Company purchases
a portion of its power needed for resale from ISO NE and ISO NE requires
financial assurance to protect the NEPOOL against a payment default of one of
its participants.  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.

  BayCorp's cash generation for the first quarter ended March 31, 2004 was not
sufficient to cover the cash requirements of the Company during this period.
The Company believes that its current cash, together with the anticipated
proceeds from the sale of electricity by GBPM and GBH, will be sufficient to
enable the Company to meet the anticipated cash requirements of its current
operations in 2004.  However if the prices at which GBPM must purchase its power
supply increase significantly from current levels, BayCorp or GBPM could be
required to raise additional capital, either through a debt financing or an
equity financing, to meet ongoing cash requirements.  There can be no assurance
that BayCorp or GBPM will be able to raise additional capital on acceptable
terms or at all.

  BayCorp's cash and cash equivalents decreased approximately $1,037,000 during
the first quarter of 2004.  The Company had a net loss of approximately
$2,098,000 in the first quarter of 2004.  Included in this net loss was a non-
cash charge to earnings of approximately $43,000 for compensation expense
related to the accounting for stock options.  Also included was a non-cash
charge for the loss on the mark-to-market of the Unitil PPA of approximately
$1,703,000 and a non-cash recognition of deferred gain on the Unitil PPA of
approximately $66,000.  A decrease of approximately $98,000 in prepaids and
other assets was primarily attributable to expense recognition for insurance
coverage for the first quarter of 2004.  A decrease in accounts payable and
accrued expenses of approximately $97,000 was primarily attributable to a
reduction in accrued legal expenses and other payables in the first quarter of
2004.  During the first quarter of 2004, the Company repurchased 30,240 shares
of its common stock for approximately $395,000, at an average per share price of
approximately $13.05.

                                       13

<Page>

  The Company's contractual obligations as of March 31, 2004 were as follows:

  <Table>

Contractual                       Less Than One                                More Than 5
Obligations            Total          Year        1-3 Years      3-5 Years        Years
-----------          --------     ------------    ----------    ----------     ----------

<S>                       <C>            <C>         <C>            <C>           <C>
Office Space
 Lease             $   22,000     $   22,000           0              0             0
Seabrook
 Liability          1,741,000      1,741,000           0              0             0
                   ----------     ----------         ---            ---           ---
Total              $1,725,000     $1,725,000           0              0             0

</Table>

  Following the sale of Seabrook and the completion of the Company's Tender
Offer, the Company has evaluated and pursued a number of energy-related
investment opportunities.  The Company continues to focus on the acquisition of
electric generating assets, an area where it feels that it has a solid
understanding of the market and the value of and risks related to those assets.
BayCorp is interested in acquiring either complete or partial ownership of
generating facilities.  There are a large number of generating assets currently
offered for sale.  These plants consist of both merchant and contracted
facilities using a variety of fuels and located both domestically and
internationally.  There is also growing competition for the acquisition of these
assets, with a number of new participants entering the market, including private
equity funds, hedge funds, insurance companies and investment banks.  The
Company is focused on pursuing opportunities and assets that it believes will
provide a return to stockholders commensurate with the risks.

 Generally, the Company has targeted the following assets: (1) merchant plants
in regions with developed wholesale power markets such as New England, New York,
PJM and Texas that are fueled by means other than natural gas (e.g. hydro, coal,
nuclear), (2) international assets that have long-term off-take contracts with
sovereign governments or sovereign-backed utilities, and (3) either merchant or
contracted renewable assets that qualify for renewable energy credits.  The
Company believes that renewable energy will become an increasingly important
part of our national energy policy and is seeking to position itself to take
advantage of this major national and global trend.  BayCorp is also considering
other energy-related investments and the further development of HoustonStreet.

  BayCorp's first acquisition in the post-Seabrook period was the acquisition
of the generating plants owned by Citizens Communications through BayCorp's
wholly-owned subsidiary, Great Bay Hydro.  Great Bay Hydro entered into a
purchase and sale agreement in October 2003 with Citizens to acquire all of the
generating facilities in Vermont owned by the Vermont Electric Division of
Citizens.  The generating facilities include an operating hydroelectric facility
of approximately 4 MWs located in Newport, Vermont, diesel engine generators
totaling approximately 7 MWs located in Newport, Vermont and non-operating
hydroelectric facilities in Troy, Vermont and West Charleston, Vermont.  On
April 1, 2004, BayCorp announced that Great Bay Hydro completed this
acquisition.  Great Bay Hydro assumed operating responsibility for these
facilities on April 1, 2004 and will use the output of the Newport plant as a
physical hedge for meeting a portion of BayCorp's supply obligations under the
long-term contract to supply 9.06 megawatts to Unitil.

  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.  In addition, Citizens has agreed to indemnify Great Bay Hydro for
the reasonably anticipated costs of complying with the requirements of the new
operating license issued by the FERC on November 21, 2003.  Great Bay Hydro and
Citizens will share the savings if the costs of compliance during the next three
years are less than the anticipated amount.

                                       14

<Page>

  The Company may pursue investments that would require additional equity or
debt financing.  The Company believes that such financing is available, but
there can be no assurance that the Company would be successful in obtaining such
financing.  If the Company is not successful in obtaining additional financing,
the Company may not be able to pursue certain investment alternatives.  In such
case, the Company may be limited to opportunities that it can pursue given its
current resources.  The income from the Company's current and near-term expected
operating businesses (the Unitil PPA and Great Bay Hydro acquisition) is
insufficient to pay current operating expenses.  The Company believes that its
current cash, together with the anticipated proceeds from the sale of
electricity by GBPM and GBH, will be sufficient to enable the Company to meet
the anticipated cash requirements of its current operations in 2004.  If the
Company is unsuccessful in identifying and making additional investments, the
Company may seek alternative strategies, including liquidation.  If the Company
decides to liquidate, cash may be reserved to pay for the expected expenses of
liquidation and other liabilities of the Company, including potential runoff
insurance policies and severance obligations that would be triggered.

Critical Accounting Policies
----------------------------

  Preparation of the Company's financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosures of contingent assets and liabilities and revenues and expenses.
Note 1 to the Consolidated Financial Statements in the Company's Form 10-K,
filed March 26, 2004, is a summary of the significant accounting policies used
in the preparation of the Company's financial statements.  The following is a
discussion of the most critical accounting policies used historically by the
Company.

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 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 and 2003 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.

Principles of Consolidation

  The Company consolidates all majority-owned and controlled subsidiaries and
applies the equity method of accounting for investments between 20% and 50%.
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 has deemed that

                                       15

<Page>

its investment, HoustonStreet, is not a variable interest entity.  Therefore,
the Company does not currently consolidate HoustonStreet.

Energy Marketing

  The Company currently utilizes forward and spot market purchases to maximize
the value of its long-term power sales contract with Unitil.  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 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.

Forward Looking Statements and Certain Factors That May Affect Future Results
-----------------------------------------------------------------------------

  This Quarterly Report contains forward-looking statements.  For this purpose,
any statements contained in this report that are not statements of historical
fact may be deemed to be forward-looking statements.  Without limiting the
foregoing, the words "believes," "anticipates," "plans," "expects," "intends"
and similar expressions are intended to identify forward-looking statements.
There are a number of important factors that could cause the results of BayCorp
and/or its subsidiaries to differ materially from those indicated by such
forward-looking statements.  These factors include, without limitation, those
set forth below and elsewhere in this report.

  Business Opportunities and Development.  As described in "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Liquidity and Capital Resources," the Company has evaluated and pursued energy-
related investment opportunities, has focused on the acquisition of electric
generating assets and is considering other energy-related investments and the
further development of HoustonStreet.  There can be no assurance that the
Company will be able to identify business opportunities that it believes to be
attractive, or that it will be successful in pursuing any such opportunities, in
view of factors that include competition for the acquisition of assets, the fact
that many energy-related activities are subject to government regulatory
requirements, the Company's limited resources and the probable need to obtain
debt or equity financing in order to pursue certain opportunities.

  History of Losses.  BayCorp reported an operating loss for the first quarter
of 2004 and for the year 2003 and reported operating income for the years 2002
and 2001.  Prior to 2001, BayCorp had never reported an operating profit for any
year since its incorporation.

  Liquidity Need.  As of March 31, 2004, BayCorp had approximately $8.9 million
in cash and cash equivalents and restricted cash.  The Company believes that
such cash, together with the anticipated proceeds from the sale of electricity
by GBPM and GBH will be sufficient to enable the Company and its wholly owned
subsidiaries to meet their cash requirements in 2004.  The direction of the
Company's business and circumstances, foreseen or unforeseen, may cause cash
requirements to be materially higher than anticipated and the Company or its
wholly-owned subsidiaries may be required to raise additional capital, either
through a debt financing or an equity financing, to meet ongoing cash
requirements.  There is no assurance that the Company or its subsidiaries would
be able to raise such capital or that the terms on

                                        16

<Page>

which any additional capital is available would be acceptable.  Moreover, the
Company's need to raise additional capital in order to pursue certain
opportunities may affect the Company's competitive position with respect to such
opportunities.  If additional funds are raised by issuing equity securities,
dilution to then existing stockholders will result.

  Primary Reliance on a Single Asset.  BayCorp's principal source of revenue in
the first quarter of 2004 was GBPM's contract to sell power to Unitil.
Accordingly, BayCorp's results of operations significantly depended on the
successful and continued performance under the Unitil contract.  On April 1,
2004, BayCorp announced that Great Bay Hydro completed the acquisition of all of
the generating facilities in Vermont owned by the Vermont Electric Division of
Citizens.  Great Bay Hydro assumed operating responsibility for these facilities
on April 1, 2004 and will use the output of the Newport plant as a physical
hedge for meeting a portion of BayCorp's supply obligations under the Unitil
contract.

  Risks Associated with Post-Closing Obligations from the Seabrook Sale.  On
November 1, 2002, Great Bay and Little Bay sold their interests in the Seabrook
Project.  In the Purchase and Sale Agreement for the Seabrook Project, the
buyer, FPL Energy Seabrook agreed to indemnify Great Bay and Little Bay against
certain claims specified in the agreement.  Great Bay and Little Bay also agreed
to indemnify FPL Energy Seabrook against certain claims specified in the
Purchase and Sale Agreement.  If a claim is brought against Great Bay and Little
Bay for which FPL Energy Seabrook is required to indemnify Great Bay and Little
Bay but FPL Energy Seabrook fails to provide such indemnity, or if Great Bay is
required to indemnify FPL Energy Seabrook pursuant to the agreement, then the
Company's results of operations could be materially different.  In addition,
Great Bay and Little Bay have deposited funds into an escrow account for the
payment of Seabrook expenses incurred prior to Closing.  The amount escrowed was
based on an estimate of those expenses.  A final reconciliation of and
termination of all such escrow accounts is scheduled to occur in the second
quarter of 2004 in accordance with the terms of the Escrow Agreements among the
selling owners.  Although the Company expects the amounts accrued for final
closing adjustments as of March 31, 2004 to be adequate, should actual expenses
be greater than the amount escrowed, additional funds will be required.

  Extensive Government Regulation. The electric energy industry is subject to
extensive regulation by federal and state agencies.  GBPM is subject to the
jurisdiction of the FERC and, as a result, is required to file with FERC all
contracts for the sale of electricity.  FERC's jurisdiction also includes, among
other things, the sale, lease, merger, consolidation or other disposition of
facilities, interconnection of certain facilities, accounts, service and
property records.

  Risks Related to HoustonStreet.  HoustonStreet's revenues depend on continued
and expanded use of Internet-based wholesale energy trading platforms.
Electronic trading of wholesale energy is new and evolving, and thus may not
achieve widespread market acceptance or emerge as a sustainable business.  In
addition, HoustonStreet will need to enhance trading liquidity in order to
increase and sustain revenues.  As a technology dependent business,
HoustonStreet's business could suffer due to computer or communications systems
interruptions or failures, technological change or adverse competitive
developments.  Further, as electronic commerce evolves, federal, state and
foreign agencies could adopt regulations covering issues such as user privacy,
content and taxation of products and services.  If enacted, government
regulations could materially adversely affect HoustonStreet's business.
Although HoustonStreet currently is not aware that it infringes any other
patents, it is possible that HoustonStreet's technology infringes patents held
by third parties.  If HoustonStreet were to be found infringing, the owner of
the patent could sue HoustonStreet for damages, prevent HoustonStreet from
making, selling or using the owner's patented technology or could

                                       17

<Page>

impose substantial royalty fees for those privileges.  If any of the foregoing
risks materialize, or other risks develop that adversely affect HoustonStreet,
or if HoustonStreet fails to grow its revenues and net income, BayCorp could
lose all of the value of its investment in HoustonStreet.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
-------------------------------------------------------------------

Commodity Price Risk

  The prices of electricity are subject to fluctuations resulting from changes
in supply and demand.  GBPM tracks market exposure for any forward firm energy
contracts in a mark-to-market model that is updated daily with current market
prices and is reflected in the company's balance sheet.  See "Note B - Summary
of Significant Accounting Policies."  The positive, or negative, value of the
portfolio of forward firm power commitments represents an estimation of the
gain, or loss, that GBPM would have experienced if open firm commitments were
covered at then-current market prices.  GBPM had a net unrealized loss of
$1,637,000 on its forward firm fixed energy sales contract as of March 31, 2004
and an unrealized loss of approximately $1,083,000 as of March 31, 2003.

Item 4. 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 Quarterly 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.

                                       18

<Page>

Changes in Internal Controls

 There have not been any significant 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 II - OTHER INFORMATION

Item 2 - Changes in Securities and Use of Proceeds
--------------------------------------------------

Share Repurchase Plan

 In September 2003, the Company's Board of Directors authorized the repurchase
of up to ten percent of its fully diluted Common Stock on the open market or in
negotiated transactions.

 The following table summarizes repurchases of BayCorp stock in the quarter
ended March 31, 2004:

<Table>
<Caption>


                                                                   Maximum Number of
                                                                 Shares that May Yet Be
                        Shares                                    Purchased Under the
    Period          Repurchased(1)     Average Price Per Share            Plan
    ------       --------------------  -----------------------  -----------------------
      <S>                <C>                     <C>                      <C>
 February 2004          30,240                 $13.05                    51,610

</Table>

(1)  All shares were repurchased pursuant to the Company's repurchase
     plan announced September 29, 2003.

Item 5.  Other Information
--------------------------

  On April 23, 2004, the Company issued its first quarter 2004 earnings release.
The earnings release is attached as Exhibit 99 to this Form 10-Q.

Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------

  (a)  See Exhibit Index.

  (b)  The following report on 8-K was filed during the three months ended
       March 31, 2004.

  Form 8-K filed on April 15, 2004 reported the press release issued April 1,
  2004 announcing that BayCorp's wholly owned subsidiary, Great Bay Hydro
  Corporation, completed the acquisition of the Vermont generating facilities
  of Citizens Communications Company.

                                       19

<Page>


                                   SIGNATURES

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




                         BayCorp Holdings, Ltd.


April 23, 2004           /s/ Frank W. Getman Jr.
                         ---------------------------
                         Frank W. Getman Jr.
                         President and Chief Executive Officer


                                       20

<Page>

                                  EXHIBIT INDEX
<Table>
<Caption>


      <S>       <C>
  Exhibit No.   Description
  -----------   -----------

     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.

      99        BayCorp Holdings, Ltd. Earnings Release for the quarter ended
                March 31, 2004.


</Table>

                                       21