<PAGE>
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-Q/A

(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, 2002
                                       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.)

        51 DOW HIGHWAY, SUITE 7
              ELIOT, MAINE                                          03903
(Address of principal executive offices)                          (Zip Code)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (207) 451-9573

         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

                 Class                             Outstanding at April 30, 2002
---------------------------------------            -----------------------------
Common Stock, $0.01 Par Value per Share                       8,540,369
<PAGE>
                             BAYCORP HOLDINGS, LTD.

                                      INDEX

<TABLE>
<S>                                                                             <C>
PART I - FINANCIAL INFORMATION:

         Item 1 - Financial Statements:

         Consolidated Statements of Income and Comprehensive Income -
               Three Months Ended March 31, 2002 and 2001 ....................   3

         Consolidated Balance Sheets at March 31, 2002
             and December 31, 2001 ...........................................   4

         Consolidated Statements of Cash Flows -
             Three Months Ended March 31, 2002 and 2001 ......................   6

         Notes to Financial Statements .......................................   7

         Item 2 -  Management's Discussion and Analysis of Financial Condition
              and Results of Operations ......................................  13

         Item 3 -  Quantitative and Qualitative Disclosures About Market Risk   17

PART II - OTHER INFORMATION:

         Item 6 - Exhibits and Reports on Form 8-K ...........................  17

         Signature ...........................................................  18

         Certifications ......................................................  19

         Exhibit Index .......................................................  21
</TABLE>

                                       2
<PAGE>
                             BAYCORP HOLDINGS, LTD.



PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

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

<TABLE>
<CAPTION>
                                                               Three Months Ended          Three Months Ended
                                                                 March 31, 2002              March 31, 2001
                                                                  -----------                 -----------
<S>                                                               <C>                         <C>
Operating Revenues                                                $    15,368                 $    19,267

Operating Expenses

  Production                                                            6,586                       5,426
  Transmission                                                            248                         264
  Purchased Power                                                         192                      13,738
  Unrealized Gain on Firm Energy Trading Contracts                          0                      (6,314)
  Administrative & General                                              1,984                       1,815
  Depreciation & Amortization                                             941                         997
  Decommissioning Cost Accretion                                        1,231                         815
  Decommissioning Trust Fund Income                                      (357)                       (352)
  Taxes other than Income                                                 871                         963
                                                                  -----------                 -----------
      Total Operating Expenses                                         11,696                      17,352
Operating Income                                                        3,672                       1,915

Other (Income) Deductions:
  Interest and Dividend Income                                           (130)                       (170)
  Equity Loss in HoustonStreet Investment                                   0                         450
  Other Deductions                                                        158                          62
                                                                  -----------                 -----------
      Total Other Deductions                                               28                         342
Income Before Income Taxes                                              3,644                       1,573

Income Taxes                                                                0                           0
                                                                  -----------                 -----------
Net Income                                                              3,644                       1,573

Other Comprehensive Income, Net of Tax

  Unrealized Gain (Loss) on Securities                                   (496)                         37
                                                                  -----------                 -----------
Comprehensive Income                                              $     3,148                 $     1,610
                                                                  ===========                 ===========
Weighted Average Shares Outstanding - Basic                         8,423,241                   8,334,264
Weighted Average Shares Outstanding - Diluted                       8,573,790                   8,540,297
Basic Net Income Per Share                                        $      0.43                 $      0.19
Diluted Net Income Per Share                                      $      0.43                 $      0.19
</TABLE>

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

                                        3
<PAGE>
                             BAYCORP HOLDINGS, LTD.



                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                             (Dollars in Thousands)
<TABLE>
<CAPTION>
                                                              March 31,                December 31,
                                                                2002                      2001
                                                              ---------                 ---------
<S>                                                           <C>                       <C>
ASSETS
Current Assets:

  Cash & Cash Equivalents                                     $   3,986                 $  15,278
  Restricted Cash - Escrow                                        1,377                     1,903
  Short-term Investments, at market                              15,717                         0
  Accounts Receivable                                             4,938                     6,291
  Materials & Supplies, net                                       4,843                     4,708
  Prepayments & Other Assets                                      3,043                     1,372
                                                              ---------                 ---------
      Total Current Assets                                       33,904                    29,552

Property, Plant & Equipment and Fuel:
  Utility Plant Assets                                          124,087                   123,923
  Less: Accumulated Depreciation                                (23,719)                  (22,944)
                                                              ---------                 ---------
  Net Property, Plant & Equipment                               100,368                   100,979

  Nuclear Fuel                                                   23,399                    23,365
  Less: Accumulated Amortization                                (13,131)                  (12,096)
                                                              ---------                 ---------
  Net Nuclear Fuel                                               10,268                    11,269

      Net Property, Plant & Equipment and Fuel                  110,636                   112,248

Other Assets:
  Decommissioning Trust Fund                                     32,469                    32,048
  Deferred Debits & Other                                           150                       123
                                                              ---------                 ---------
      Total Other Assets                                         32,619                    32,171


TOTAL ASSETS                                                  $ 177,159                 $ 173,971
                                                              =========                 =========
</TABLE>

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

                                        4
<PAGE>
                             BAYCORP HOLDINGS, LTD.



                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                                                  March 31,              December 31,
                                                                                    2002                     2001
                                                                                  ---------               ---------
<S>                                                                               <C>                     <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts Payable and Accrued Expenses                                           $     479               $   1,607
  Miscellaneous Current Liabilities                                                   5,114                   5,534
                                                                                  ---------               ---------
          Total Current Liabilities                                                   5,593                   7,141

Operating Reserves:
  Decommissioning Liability                                                          86,755                  85,523
  Miscellaneous Other                                                                   386                     386
                                                                                  ---------               ---------
          Total Operating Reserves                                                   87,141                  85,909

Other Liabilities & Deferred Credits                                                  7,831                   7,500

Commitments & Contingencies

Stockholders' Equity:
  Common stock, $.01 par value,
      Authorized - 20,000,000 shares,
      Issued and Outstanding - 8,766,750 and 8,586,316, respectively                     88                      86
   Less: Treasury Stock - 226,381 and 185,052 shares,
      respectively, at cost                                                          (1,772)                 (1,396)
   Additional Paid-in Capital                                                       100,782                 100,383
   Accumulated Other Comprehensive Income                                              (273)                    223
   Accumulated Deficit                                                              (22,231)                (25,875)
                                                                                  ---------               ---------
          Total Stockholders' Equity                                                 76,594                  73,421

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                        $ 177,159               $ 173,971
                                                                                  =========               =========
</TABLE>

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

                                        5
<PAGE>
                             BAYCORP HOLDINGS, LTD.



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


<TABLE>
<CAPTION>
                                                                       Three Months           Three Months
                                                                          Ended                  Ended
                                                                      March 31, 2002         March 31, 2001
                                                                         --------               --------
<S>                                                                   <C>                    <C>
Net cash flow from operating activities:

    Net income                                                           $  3,644               $  1,573
    Adjustments to reconcile net earnings to net
    cash (used in) provided by operating activities:
         Equity loss in HoustonStreet investment                                0                    450
         Depreciation and amortization                                        774                    914
         Amortization of nuclear fuel                                       1,035                  1,035
         Unrealized gain on firm energy trading contracts                       0                 (6,314)
         Non-cash compensation expense                                         31                      0
         Decommissioning trust accretion                                    1,231                    815
         Decommissioning trust interest and other charges                     (73)                  (354)
         (Increase) decrease in accounts receivable                         1,354                 (2,358)
         Increase in materials & supplies                                    (135)                  (146)
         Increase in prepaids and other assets                             (1,698)                (1,605)
         Decrease in accounts payable and accrued expenses                 (1,128)                (6,308)
         Increase (decrease) in misc. and other liabilities                   133                  8,241
                                                                         --------               --------
Net cash provided by (used in) operating activities                         5,168                 (4,057)

Net cash flows from investing activities:

  Capital additions                                                          (164)                  (364)
  Nuclear fuel additions                                                      (34)                   (83)
  Payments to decommissioning fund                                           (348)                  (654)
  Investment in HoustonStreet                                                   0                   (450)
  (Increase) decrease in restricted cash                                      526                  1,788
  Purchase of short term investments                                      (16,625)                     0
  Sales of short term investments                                             414                  3,059
                                                                         --------               --------
Net cash (used in) provided by investing activities                       (16,231)                 3,296

Net cash from financing activities:

  Stock option exercise                                                       147                      0
  Reacquired capital stock                                                   (376)                     0
  Other investments                                                             0                      0
                                                                         --------               --------
Net cash used in financing activities                                        (229)                     0

Net decrease in cash and cash equivalents                                 (11,292)                  (761)
Cash and cash equivalents, beginning of period                             15,278                  9,071
                                                                         --------               --------
Cash and cash equivalents, end of period                                 $  3,986               $  8,310
                                                                         ========               ========
Supplemental Disclosure of Non-cash Financing Activities:
  Stock option exercise in exchange for promissory notes                 $    739               $      0
                                                                         --------               --------
</TABLE>

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

                                        6
<PAGE>

                             BAYCORP HOLDINGS, LTD.


EXPLANATORY NOTE

         This Form 10-Q/A amends BayCorp Holdings, Ltd.'s quarterly report on
Form 10-Q for the quarter ended March 31, 2002 filed on May 15, 2002 and is
being filed to reflect amendments disclosed in the Company's Form 10-K/A for the
period ended December 31, 2001 filed January 30, 2003. The March 31, 2002 Form
10-Q is amended to (i) reflect an increase in paid in capital and an increase in
accumulated deficit of approximately $6.7 million as a result of the change in
2000 in the value of the Company's investment in HoustonStreet Exchange, Inc.
("HoustonStreet"); this increase in the Company's investment in HoustonStreet
increased the Company's 2000 loss by approximately $6.7 million, (ii) reflect an
increase in accumulated deficit of approximately $210,000 for a net increase in
2001 and 2000 general and administrative expenses including compensation costs
related to repriced and accelerated options, (iii) reflect an increase in
accumulated deficit of $225,000 based on actual taxes incurred in 2001, (iv)
reclassify decommissioning accretion and decommissioning interest on the
Consolidated Statements of Income from Other Income/Deductions to Operating
Expenses for all periods presented and, (v) reclassify loans to an officer and a
director from current assets to a deduction from stockholders' equity as of
March 31, 2002. These restatements are all non-cash adjustments to the Company's
financial statements. The amendments also include minor financial statement
reclassification and other modifications to the footnotes. This report speaks
as of the original filing date and, except as indicated, has not been updated to
reflect events occurring subsequent to the original filing date.

                          NOTES TO FINANCIAL STATEMENTS

NOTE A - THE COMPANY

          BayCorp Holdings, Ltd. ("BayCorp" or the "Company") is a holding
company incorporated in Delaware in 1996. BayCorp owns two subsidiaries that
generate and trade wholesale electricity, Great Bay Power Corporation ("Great
Bay") and Little Bay Power Corporation ("Little Bay"), each of which is
wholly-owned as of March 31, 2002. In addition, BayCorp owns 46.4% of
HoustonStreet Exchange, Inc. ("HoustonStreet"), an Internet-based independent
crude oil and refined products trading exchange.

         Great Bay and Little Bay are electric generating and trading companies.
Their principal asset is a combined 15% joint ownership interest in the Seabrook
Nuclear Power Project in Seabrook, New Hampshire (the "Seabrook Project" or
"Seabrook"). This ownership interest entitles the companies to approximately 174
megawatts ("MWs") of the Seabrook Project's power output. Great Bay and Little
Bay are exempt wholesale generators ("EWGs") under the Public Utility Holding
Company Act of 1935 ("PUHCA"). Unlike regulated public utilities, Great Bay and
Little Bay have no franchise area or captive customers. The companies sell their
power in the competitive wholesale power markets. HoustonStreet, an equity
investment of BayCorp, developed and operates HoustonStreet.com.

         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, will include their aggregate 15%
ownership share of the Seabrook Project in the current auction of NU's
subsidiaries' shares of the Seabrook Project. Under the terms of the agreement,
BayCorp will receive the sales price established by the auction process. In the
event that the sale yields proceeds for BayCorp of more than $87.2 million,
BayCorp and NU will share the excess proceeds. Should BayCorp's sales proceeds
be less than $87.2 million, NU will make up the difference below that amount on
a dollar for dollar basis up to a maximum of $17.4 million. Under the agreement,
BayCorp will be paid separately for nuclear fuel and inventory. The agreement
also limits any top-off amount required to be funded by BayCorp for
decommissioning as part of the sale process at the amount required by the
Nuclear Regulatory Commission ("NRC") regulations.

                                       7
<PAGE>
                             BAYCORP HOLDINGS, LTD.



         On April 15, 2002, the Company announced that BayCorp and other selling
owners reached an agreement with FPL Group, Inc. ("FPL Group") for the sale of
approximately 88% of the Seabrook Project. Under the terms of the purchase and
sale agreement and BayCorp's agreement with NU, Baycorp expects to receive
approximately $117 million for its 15% ownership interest in Seabrook, nuclear
fuel and inventory. This amount assumes a December 31, 2002 closing and is based
upon expected balances for nuclear fuel and inventory and other purchase price
adjustments. This amount is also net of any top-off amount required to fund
BayCorp's share of the Seabrook decommissioning liability. Under the terms of
the agreement with FPL Group, BayCorp and the other selling owners are required
to top-off the decommissioning trust fund to ensure that the decommissioning
fund balance is sufficient to satisfy the requirements of the New Hampshire
Decommissioning Financing Committee at the time of closing. The decommissioning
top off and the amount received for nuclear fuel and inventory are subject to
adjustment to reflect actual values at the time of closing.

         As part of the sale, BayCorp will transfer to FPL Group nearly all of
its liabilities associated with Seabrook, including the decommissioning
liability, and retain all of its cash and other assets in addition to the
proceeds from the auction. The sale is subject to BayCorp shareholder approval
and various regulatory approvals, including the NHPUC, the CDPUC, the Federal
Energy Regulatory Commission ("FERC") and the NRC. BayCorp expects the closing
to occur around the end of 2002.

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, when read in conjunction with the Company's audited
financial statements for the year ended December 31, 2001 as filed in Form
10-K/A, 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/A. The results
for the interim periods are not necessarily indicative of the results to be
expected for the full fiscal year.

         Accumulated other comprehensive income and the current period charge
are as follows:

<TABLE>
<CAPTION>
                                           Three Month             Accumulated
                                           Unrealized                Other
                                              Loss                Comprehensive
                                          on Securities              Income
                                            ---------               ---------
<S>                                         <C>                     <C>
         Beginning Balance                  $ 223,000               $ 223,000
         Current Period Charge               (496,000)               (496,000)
                                            ---------               ---------
         Ending Balance                     $ 273,000               $ 273,000
                                            =========               =========
</TABLE>

         Previously, Great Bay utilized unit contingent and firm forward sales
contracts to maximize the value of its 174 MW power supply from the Seabrook
Project. Effective January 1, 1999, Great Bay adopted Emerging Issues Task Force
Issue ("EITF") No. 98-10, "Accounting for Contracts Involved in

                                        8
<PAGE>
                             BAYCORP HOLDINGS, LTD.



Energy Trading and Risk Management Activities." EITF 98-10 requires firm
energy-trading contracts to be recorded at fair value on the balance sheet, with
the changes in fair value included in earnings. The Company marked the related
contracts to market based on the estimated contract replacement value at each
balance sheet date. The Company had not entered into any forward firm energy
trading contracts as of March 31, 2002, nor does it expect to in 2002, in light
of its expected sale of its ownership interest in the Seabrook Project in 2002.
As a result, as of March 31, 2002, the Company had no unrealized loss or gain on
the mark-to-market of forward firm energy trading contracts recorded in accrued
expenses. The net change in unrealized gain/loss on firm forward energy trading
contracts included in the accompanying consolidated statements of income for the
quarters ended March 31, 2002 and March 31, 2001 was $0 and a gain of
approximately $6,314,000, respectively.

NOTE C - COMMITMENTS AND CONTINGENCIES

Nuclear Power, Energy and Utility Regulation.

          The Seabrook Project and Great Bay and Little Bay, as part owners of a
licensed nuclear facility, are subject to the broad jurisdiction of the NRC,
which is empowered to authorize the siting, construction and operation of
nuclear reactors after consideration of public health and safety, environmental
and antitrust matters. Great Bay and Little Bay have been, and will be, affected
to the extent of their proportionate share by the cost of any such requirements
made applicable to the Seabrook Project.

          Great Bay and Little Bay are also subject to the jurisdiction of the
FERC under Parts II and III of the Federal Power Act and, as a result, are
required to file with FERC all contracts for the sale of electricity. FERC has
the authority to suspend the rates at which Great Bay and Little Bay propose to
sell power, to allow such rates to go into effect subject to refund and to
modify a proposed or existing rate if FERC determines that such rate is not
"just and reasonable." FERC's jurisdiction also includes, among other things,
the sale, lease, merger, consolidation or other disposition of facilities,
interconnection of certain facilities, account and services and property
records.

          Because they both are EWG's, Great Bay and Little Bay are not subject
to the jurisdiction of the SEC under PUHCA. In order to maintain their EWG
status, Great Bay and Little Bay must continue to engage exclusively in the
business of owning and/or operating all or part of one or more "eligible
facilities" and to sell electricity only at wholesale (i.e. not to end users)
and activities incidental thereto. An "eligible facility" is a facility used for
the generation of electric energy exclusively at wholesale or used for the
generation of electric energy and leased to one or more public utility
companies. The term "facility" may include a portion of a facility. In the case
of Great Bay and Little Bay, their combined 15% joint ownership interest in the
Seabrook Project comprises an "eligible facility."

Utility Deregulation; Public Controversy Concerning Nuclear Power Plants

          The NHPUC and the regulatory authorities with jurisdiction over
utilities in New Hampshire and state legislatures of several other states in
which Great Bay and Little Bay sell electricity are considering or are
implementing initiatives relating to the deregulation of the electric utility
industry. Simultaneously with the deregulation initiatives occurring in each of
the New England states, the New England Power Pool ("NEPOOL") restructured to
create and maintain open, non-discriminatory, competitive, unbundled markets for
energy, capacity, and ancillary services. All of the deregulation initiatives
open electricity markets to competition in the affected states. While Great Bay
and Little Bay believe they are low-cost


                                       9
<PAGE>
                             BAYCORP HOLDINGS, LTD.



producers of electricity and will benefit from the deregulation of the electric
industry, it is not possible to predict the impact of these various initiatives
on the companies.

         Nuclear units in the United States have been subject to widespread
criticism and opposition, which has led to construction delays, cost overruns,
licensing delays and other difficulties. Various groups have sought to prohibit
the completion and operation of nuclear units and the disposal of nuclear waste
by litigation, legislation and participation in administrative proceedings. The
Seabrook Project was the subject of significant public controversy during its
construction and licensing and remains controversial. An increase in public
concerns regarding the Seabrook Project or nuclear power in general could
adversely affect the operating license of Seabrook Unit 1. While the Company
cannot predict the ultimate effect of such controversy, it is possible that it
could result in a premature shutdown of the unit.

         In the event of a permanent shutdown of any unit, NRC regulations
require that the unit be completely decontaminated of any residual
radioactivity. While the owners of the Seabrook Project are accumulating monies
in a trust fund to pay decommissioning costs, if these costs exceed the amount
of the trust fund, the current owners at such time will be liable for the
excess.

Decommissioning Liability

         Based on the Financial Accounting Standards Board's ("FASB") tentative
conclusions, reflected on the February 7, 1996 Exposure Draft titled "Accounting
for Certain Liabilities Related to Closure and Removal of Long-Lived Assets,"
Great Bay and Little Bay have recognized as a liability their proportionate
share of the present value of the estimated cost of Seabrook Project
decommissioning. For Great Bay, the initial recognition of this liability was
capitalized as part of the Fair Value of the Utility Plant at November 23, 1994.
For Little Bay, the amount was provided for in the purchase price allocation.

         New Hampshire enacted a law in 1981 requiring the creation of a
state-managed fund to finance decommissioning of any nuclear units in the state.
The Seabrook Project's decommissioning estimate and funding schedule is subject
to review each year by the New Hampshire Nuclear Decommissioning Financing
Committee ("NDFC"). This estimate is based on a number of assumptions. Changes
in assumptions for such things as labor and material costs, technology,
inflation and timing of decommissioning could cause these estimates to change,
possibly materially, in the near term. During November 2001, the NDFC issued an
order that established a decommissioning funding schedule in anticipation of the
sale of a majority of the ownership interests in Seabrook. The NDFC set an
accelerated funding schedule for the years 2002 through 2006. For the years 2007
and beyond, the funding schedule assumes contributions will be made until 2026.
The order also established the requirement for a lump sum "top-off" payment at
closing. The current estimated cost to decommission the Seabrook Project (based
on NDFC Docket 2001-1) is approximately $555.6 million in 2001 dollars, assuming
for decommissioning purposes, a remaining 25-year life for the facility and a
future cost escalation of 5.25%.

          The Staff of the SEC has questioned certain of the current accounting
practices of the electric utility industry regarding the recognition,
measurement and classification of decommissioning costs for nuclear generating
stations and joint owners in the financial statements of these entities. In
response to these questions, the FASB agreed to review the accounting for
nuclear decommissioning costs and, as a result, in August 2001, the FASB
approved the issuance of Statement of Financial Accounting Standards (SFAS) No.
143, "Accounting for Retirement Obligations." SFAS No. 143 provides accounting


                                       10
<PAGE>
                             BAYCORP HOLDINGS, LTD.



requirements for the recognition and measurement of liabilities associated with
the retirement of long-lived assets and requires entities to record the fair
value of a liability for an asset retirement obligation in the period in which
it is incurred. Great Bay's and Little Bay's accounting for decommissioning is
based on the initial FASB exposure draft. The new statement requires that an
obligation associated with the retirement of a tangible long-lived asset be
recognized as a liability when incurred, and that the amount of the liability
resulting from (a) the passage of time and (b) revisions to either the timing or
amount of estimated cash flows should also be recognized. The new statement also
requires that, upon initial recognition of a liability for an asset retirement
obligation, an entity capitalize that cost by recognizing an increase in the
carrying amount of the related long-lived asset.

         The new statement requires the initial measurement of the liability to
be based on fair value, where the fair value is the amount that an entity would
be required to pay in an active market to settle the asset retirement obligation
in a current transaction in circumstances other than a forced liquidation or
settlement. Because in most circumstances, a market for settling asset
retirement obligations does not exist, the FASB described an expected present
value technique for estimating fair value. If the new statement is adopted,
Great Bay's and Little Bay's decommissioning liability and annual provision for
decommissioning accretion could change relative to 2001. The new statement is
effective for fiscal years beginning after June 15, 2002, with earlier adoption
encouraged. Great Bay and Little Bay have not quantified the impact, if any,
that the new statement will have on the consolidated financial statements.

         Great Bay and Little Bay, based on the initial FASB exposure draft,
have been recognizing a liability based on the present value of the estimated
future cash outflows required to satisfy their obligations using a risk free
rate. As of March 31, 2002, the estimated undiscounted cash outflows for Great
Bay and Little Bay, for decommissioning, based on the November 2001 NDFC study,
with decommissioning expenditures starting in 2024 and being completed in 2046,
was $418.3 million, which discounted at an average rate of 5.25%, over the
funding period, to March 31, 2002, represented a liability of $86.8 million
reflected in the accompanying balance sheet. In accordance with the initial FASB
exposure draft, the company's wholly-owned subsidiaries record any adjustments
to the decommissioning liability due to changes in estimates in the utility
plant account.

         Great Bay and Little Bay accrete their share of the Seabrook Project's
decommissioning liability. This accretion is a non-cash charge and recognizes
their liability related to the closure and decommissioning of their nuclear
plant in current year dollars over the licensing period of the plant. The
non-cash accretion charge recorded in the accompanied consolidated statements of
income was $1,231,500 and $815,000 for the three months ended March 31, 2002 and
March 31, 2001, respectively. The change in the accretion between years reflects
adjustments to the estimated decommissioning by the NDFC.

         Funds collected by Seabrook for decommissioning are deposited in an
external irrevocable trust pending their ultimate use. The earnings on the
external trusts also accumulate in the fund balance. The trust funds are
restricted for use in paying the decommissioning of Unit 1. The investments in
the trusts are available for sale. Great Bay and Little Bay have therefore
reported their investment in trust fund assets at market value and any
unrealized gains and losses are reflected in equity. There was an unrealized
holding loss of approximately $578,000 as of March 31, 2002.

         Although the owners of Seabrook are accumulating funds in an external
trust to defray decommissioning costs, these costs could substantially exceed
the value of the trust fund, and the owners, including Great Bay and Little Bay,
would remain liable for the excess.

                                       11
<PAGE>
                             BAYCORP HOLDINGS, LTD.



          In June 1998, the New Hampshire State legislature enacted legislation
that provides that in the event of a default by Great Bay on its payments to the
decommissioning fund, the other Seabrook joint owners would be obligated to pay
their proportional share of such default. As a result of the enactment of this
legislation, the staff of the NRC notified Great Bay in July 1998 of the staff's
determination that Great Bay complies with the decommissioning funding assurance
requirements under NRC regulations.

          In response to the obligations imposed on the other joint owners under
the New Hampshire legislation, Great Bay agreed to make accelerated payments to
the Seabrook decommissioning fund such that Great Bay will have contributed
sufficient funds by the year 2015 to allow sufficient monies to accumulate, with
no further payments by Great Bay to the fund, to the full estimated amount of
Great Bay's decommissioning obligation by the time the current Seabrook
operating license expires in 2026. Based on the currently approved funding
schedule and Great Bay's accelerated funding schedule, Great Bay's
decommissioning payments will be approximately $1.4 million in 2002 and escalate
at 4% each year thereafter through 2015. Little Bay's share of decommissioning
costs was prefunded by Montaup, the owner of the 2.9% interest in the Seabrook
Project that Little Bay acquired in November 1999, and as such, periodic
payments have not been required. As part of that acquisition, Montaup
transferred approximately $12.4 million into Little Bay's decommissioning
account, an irrevocable trust earmarked for Little Bay's share of Seabrook
decommissioning expenses. As of March 31, 2002 the fair market value of the
Little Bay decommissioning account was $13.6 million.

          On November 15, 1992, Great Bay, the Bondholder's Committee and the
Predecessor's former parent, Eastern Utilities ("EUA") entered into a settlement
agreement that resolved certain proceedings against EUA brought by the
Bondholder's Committee. Under the settlement agreement EUA reaffirmed its
guarantee of up to $10 million of Great Bay's future decommissioning costs of
Seabrook Unit 1.

NOTE D - INVESTMENT IN HOUSTONSTREET

          As of December 31, 1999, the Company owned 100% of HoustonStreet.
HoustonStreet raised additional equity in 2000 from outside investors and as a
result, as of December 4, 2000, the Company's ownership fell below 50%, to
45.9%. Subsequently, the Company deconsolidated HoustonStreet as of December 4,
2000, started accounting for this investment on the equity method and suspended
recognition of additional HoustonStreet losses as of that date. Prior year
financial statements are presented in conformance with the equity method of
accounting. Prior to the deconsolidation, the Company recognized its share of
the losses of HoustonStreet in the consolidated financial statements. Summarized
financial information for the Company's investment in HoustonStreet, as
accounted for by the equity method, is as follows:

       HoustonStreet:

<TABLE>
<CAPTION>
                                     Three months ended      Year ended           Year ended
                                       March 31, 2002     December 31, 2001    December 31, 2000
                                        ------------        ------------         ------------
<S>                                     <C>                 <C>                  <C>
         Total assets                   $  1,757,100        $  1,256,400         $ 11,958,600
         Total liabilities                14,675,000          14,784,100           15,395,800
         Commission Revenues                 281,200           1,899,500              523,400
         Other Revenues                      725,000                --                   --
         Net income (loss)                   609,700         (14,936,900)         (40,046,800)
         Company's equity in net
         income (loss)                       282,900          (6,856,000)         (22,259,000)
</TABLE>

                                       12
<PAGE>
                             BAYCORP HOLDINGS, LTD.



         As of March 31, 2002, the Company had no investments or receivables
from HoustonStreet recognized on the accompanying balance sheet.

NOTE E - EQUITY

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

         In March 2002, in connection with the exercise of stock options, the
Company received limited recourse promissory notes and stock pledge agreements
from its President, Frank Getman, and a director, John Tillinghast. Mr. Getman
was given two separate loans dated March 27, 2002, one for $167,502 and one for
$108,123. On March 7, 2002, Mr. Tillinghast was given a loan for $461,502. The
loans are secured by stock pledge agreements between the individuals and the
Company. The notes, which were approved by the Company's full board of
directors, bear interest at 5%. The notes and agreements were executed in order
to allow for the exercise of certain stock options before they expired. The
notes were given in lieu of cash payments for the exercise price of the options.
The total exercise price of these options was $737,127. Mr. Getman has pledged
56,250 shares under his agreements and Mr. Tillinghast has pledged 94,184 shares
under his agreement. The notes are due on the earlier of (i) December 31, 2003
or (ii) 30 days after the payment to Great Bay, Little Bay and BayCorp or its
common shareholders, as the case may be, of the proceeds of the sale of (a)
Great Bay's and Little Bay's interests in the Seabrook Project or (b) BayCorp
shares of capital stock of Great Bay and Little Bay or (c) the outstanding
shares of capital stock of BayCorp by merger, share exchange or otherwise. The
security agreements provide that the borrowers must maintain at least two times
the principal loan value in the event of partial repayments. The Company has no
agreements, formal or informal, to forgive the loans or change the terms on the
loans.

         Upon maturity, the outstanding balance, and all accrued but unpaid
interest, shall be due and payable in full. The Company's current expectation is
that the Company's sale of its Seabrook asset will take place on November 1,
2002, with proceeds transferred at that time. The promissory notes issued to Mr.
Getman and Mr. Tillinghast will be repaid within 30 days of this closing, or on
or before December 1, 2002. The loans have been reflected in the accompanying
balance sheet as a reduction in equity as required by generally accepted
accounting principles. Compensation expense related to the exercise of these
stock options is measured based on the current market price of the Company's
common stock and the number of options exercised.

NOTE F - NEW ACCOUNTING PRONOUNCEMENTS

         SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of," requires that long-lived assets held
and used by an entity be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. In performing the review of the recoverability, the entity should
estimate the future cash flows expected to result from the use of the asset and
its eventual disposition. If the sum of the expected future cash flows
(undiscounted and without interest charges) is less than the carrying amount of
the asset, an impairment loss is recognized. Otherwise, an impairment loss is
not recognized. This statement requires that long-lived assets and certain
identifiable intangibles to be disposed of be reported at the lower of carrying
amount or fair value less cost to sell. The sales agreement with NU established
a minimum expected value for the Company's investment in the Seabrook plant and
the expected deal with FPL Group established a fair value. The Company estimates
that the current carrying amount for the respective investment is the lower of
the carrying amount or fair value less cost to sell in accordance with SFAS No.
121.

         In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-lived Assets," which replaces SFAS No. 121. This
new statement addresses financial accounting and reporting for the impairment or
disposal of long-lived assets. Although SFAS No. 144 supersedes SFAS No. 121, it
retains the fundamental provisions of SFAS No. 121 regarding measurement of
long-lived assets to be disposed of by sale. Under SFAS No. 144, asset
write-downs from discontinuing a business segment will be treated the same as
other assets held for sale. The new statement also broadens the financial
statement presentation of discontinued operations to include the disposal of an
asset group (rather than a segment of a business segment.) SFAS No. 144 was
effective beginning January 1, 2002 and will be applied prospectively. The
initial adoption of SFAS No. 144 did not have an impact on the Company's
financial position or results of operations.

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

Overview

         BayCorp derives substantially all of its revenue through its energy
sales and trading activities and its 100% equity interest in Great Bay and
Little Bay. Great Bay and Little Bay are electric generating companies whose
principal asset is a combined 15% joint ownership interest in the Seabrook
Project.

                                       13



<PAGE>
                             BAYCORP HOLDINGS, LTD.


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

Results of Operations: First Quarter of 2002 Compared to the First Quarter of
2001

Operating Revenues

      BayCorp's operating revenues decreased by approximately $3,899,000, or
20.2%, to $15,368,000 in the first quarter of 2002 as compared to $19,267,000 in
the first quarter of 2001. The decrease in operating revenues was primarily
attributable to a decrease in selling prices in the first quarter of 2002 as
compared to the first quarter of 2001. During the three months ended March 31,
2002, Great Bay's average selling price decreased 17.3%, to 4.07 cents per
kilowatt hour ("kWh") as compared to an average selling price of 4.92 cents per
kWh for the same period in 2001. Sales of electricity decreased by approximately
3.3% to 378,038,000 kWhs during the first quarter of 2002 as compared to
approximately 390,766,900 kWhs in the first quarter of 2001. The decrease in
kWhs sold was primarily attributable to a decrease in purchased power during the
first quarter of 2002 as compared to the first quarter of 2001. The capacity
factor at the Seabrook Project for the first quarter of 2002 was 100% compared
to 50.8% for the first quarter of 2001. During the first quarter of 2001, the
capacity factor was adversely impacted by the extended 4th quarter 2000
refueling outage and unscheduled maintenance outages. There were no scheduled or
unscheduled outages during the first quarter of 2002.

Expenses

      Production and transmission expenses increased approximately $1,144,000,
or 20.1%, to $6,834,000 in the first quarter of 2002 as compared to $5,690,000
in the first quarter of 2001. This increase was primarily attributable to an
increase in the accrual for outage costs and increased plant maintenance
expenses. Purchased power costs decreased approximately $13,546,000, from
$13,738,000 in the first quarter of 2001 to $192,000 in the first quarter of
2002. During the first quarter ended March 31, 2001, Great Bay purchased power
for resale primarily to cover its firm contracts during the refueling outage and
other unscheduled outages that occurred during the first quarter of 2001.
Administrative and general expenses increased approximately $169,000, or 9.3%,
to $1,984,000 in the first quarter of 2002 as compared to $1,815,000 in the
first quarter of 2001. This increase was primarily attributable to higher
administrative and general expenses at Seabrook during the first quarter of 2002
as compared to the first quarter of 2001. Depreciation expense decreased
approximately $56,000, or 5.6%, and taxes other than income decreased
approximately $92,000, or 9.6%, during the first quarter of 2002 as compared to
the same period in 2001.

      In the first quarter of 2001, Great Bay recorded unrealized gains on firm
forward energy trading contracts of $6,314,000. The unrealized gain in the first
quarter of 2001 was due in part to Great Bay committing to sell less power under
firm forward contracts as of March 31, 2001 as compared to December 31, 2000. As
of December 31, 2001 all firm energy trading contracts had been fulfilled. Sales
for the first quarter ended March 31, 2002 were made on a unit contingent basis
as opposed to firm sales and as such, there was no replacement power risk and no
unrealized gain or loss to be recorded.

      Interest income decreased approximately $40,000 primarily due to lower
interest rates during the first quarter of 2002 as compared to interest rates
during the first quarter of 2001. Decommissioning cost accretion increased
$416,000, or 51%. This accretion is a non-cash charge that reflects Great Bay's
liability related to the closure and decommissioning of the Seabrook Project in
current year dollars over

                                       14
<PAGE>
                             BAYCORP HOLDINGS, LTD.


the period during which the Seabrook Project is licensed to operate. The change
in accretion between periods reflects adjustments to the estimated
decommissioning cost by the NDFC. Other deductions increased approximately
$96,000, to $158,000 in the first quarter of 2002 as compared to $62,000 in the
first quarter of 2001. This increase was primarily due to costs associated with
the relocation of BayCorp headquarters.

      BayCorp made no investments in HoustonStreet in the first quarter of 2002.
BayCorp invested $450,000 in HoustonStreet in the first quarter of 2001 and
recorded this investment as an equity loss in investment.

Net Income

      As a result of the above factors, during the first quarter of 2002, the
Company recorded net income of $3,644,000, or income of approximately $0.43 per
share, as compared to net income of approximately $1,573,000, or income of
approximately $0.19 per share, during the first quarter of 2001.

Liquidity and Capital Resources

      As of March 31, 2002, BayCorp's cash position was approximately
$21,080,000 in cash and cash equivalents, restricted cash and short-term
investments. BayCorp's cash generation for the three months ended March 31, 2002
was sufficient to cover the ongoing 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 Great Bay and Little Bay,
will be sufficient to enable the Company to meet its anticipated cash
requirements. However, if the Seabrook Project operates at a capacity factor
significantly below historical levels, or if expenses associated with the
ownership or operation of the Seabrook Project are materially higher than
anticipated, or if the prices at which Great Bay is able to sell its share of
the Seabrook Project electricity decrease significantly from current levels,
BayCorp or Great Bay 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 Great Bay will be able
to raise additional capital on acceptable terms or at all.

      As of March 31, 2002, the Company had approximately $15,717,000 of its
total cash in short term investments. BayCorp's cash and cash equivalents
decreased approximately $11,818,000 during the first three months of 2002
primarily due to the transfer of cash to short term investments.

      The Company had net income of approximately $3,644,000 during the first
quarter ended March 31, 2002. During the first quarter of 2002 there were cash
expenditures of approximately $164,000 for capital additions, $34,000 for
nuclear fuel additions and $348,000 for decommissioning fund payments. An
increase of approximately $1,698,000 in prepaids and other assets was primarily
attributable to the timing of payments made to the Seabrook Project to fund
Seabrook operating expenses. A decrease in accounts payable and accrued expenses
of approximately $1,128,000 was primarily attributable to payments made in the
first quarter of 2002 for purchased power that was included in the December 31,
2001 accounts payable balance. In the first quarter of 2002, the Company
repurchased 41,329 shares of its stock for approximately $376,000.

      Offsetting these cash expenditures were non-cash charges to income of
approximately $774,000 for depreciation, $1,035,000 for nuclear fuel
amortization and $1,158,000 for net decommissioning

                                       15
<PAGE>
                             BAYCORP HOLDINGS, LTD.


accretion and decommissioning trust fund interest and other charges. In
addition, there was a decrease in accounts receivable of approximately
$1,354,000 in the first quarter of 2002.

      In the first quarter of 2002, cash received from stock option exercise
transactions was $147,000.

      The Company anticipates that its share of the Seabrook Project's capital
expenditures for the 2002 fiscal year will total approximately $5.3 million for
nuclear fuel and various capital projects.

      The Seabrook Project from time to time experiences both scheduled and
unscheduled outages. BayCorp incurs losses during outage periods due to the loss
of all revenue from the sale of generation and additional costs associated with
the outages as well as continuing operating and maintenance expenses and
depreciation. Unscheduled outages or operation of the unit at reduced capacity
can occur due to the automatic operation of safety systems following the
detection of a malfunction. In addition, it is possible for the unit to be shut
down or operated at reduced capacity based on the results of scheduled and
unscheduled inspections and routine surveillance by Seabrook Project personnel.
It is not possible for BayCorp to predict the frequency or duration of any
future unscheduled outages; however, it is likely that such unscheduled outages
will occur. Refueling outages are generally scheduled every 18 months depending
upon the Seabrook Project capacity factor and the rate at which the nuclear fuel
is consumed. The 2002 refueling outage began on May 4, 2002. The Company expects
that its portion of refueling outage and maintenance expenses for this outage
will be approximately $4,750,000.

      With continued uncertainty about the possibility of additional terrorist
activities in the United States, the Nation's nuclear power plants, including
the Seabrook Project, remain at a high level of security. Immediately after the
attacks in New York and Washington D.C. on September 11, 2001, management of the
Seabrook Project activated enhanced security measures. On February 25, 2002, the
NRC issued an order to all nuclear plant licensees, requiring them to take
certain additional interim compensatory measures to address the generalized
high-level threat environment. These additional compensatory requirements will
provide the NRC with reasonable assurance that public health and safety and the
common defense and security continue to be adequately protected in the current
generalized high-level threat environment. These requirements will remain in
effect pending notification from the NRC that a significant change in the threat
environment occurs, or until the NRC determines that other changes are needed
following a more comprehensive reevaluation of current safeguards and security
programs. Seabrook remains at a high level of security and the management of
Seabrook has assured the joint owners of Seabrook that it will take actions
necessary to comply with the NRC order setting out the requirements for interim
compensatory measures. Compliance with these requirements will result in
additional incremental operating and capital costs, a proportionate share of
which will be paid by Great Bay and Little Bay. Should additional security
measures be required by the NRC, additional operating or capital costs could be
incurred at the Seabrook Project.

Forward - Looking Statements

      This Quarterly Report on Form 10-Q/A contains forward-looking statements.
For this purpose, any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the foregoing, the words "believes", "expects", "anticipates", "plans",
"intends" and similar expressions are intended to identify forward-looking
statements. Forward looking statements include, without limitation, statements
concerning the closing date of the Seabrook sale and the expected proceeds,
forward firm energy trading contracts, the ability to meet future anticipated
cash requirements and BayCorp's share of Seabrook's 2002 capital expenditures
and 2002

                                       16
<PAGE>
                             BAYCORP HOLDINGS, LTD.


refueling and outage expenses. There are a number of important factors that
could cause the results of BayCorp and/or it subsidiaries to differ materially
from those indicated by such forward-looking statements. Among the important
factors that could cause actual results to differ materially from those
indicated by such forward-looking statements are the factors set forth in the
Company's Annual Report on Form 10-K under the caption Management's Discussion
and Analysis of Financial Condition and Results of Operation - Certain Factors
That May Affect Future Results, which are incorporated by reference herein.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Commodity Price Risk

      The price of electricity is subject to fluctuation resulting from changes
in supply and demand. Great Bay sold a portion of its electricity through
forward, fixed-price energy trading contracts in prior years, including in 2001.
Until December 31, 2001, Great Bay tracked its market exposure for these forward
energy trading contracts in a mark-to-market model that was updated daily with
current market prices and it was reflected in the company's balance sheet. The
positive, or negative, value of Great Bay's portfolio of firm power commitments
represented an estimation of the gain, or loss, that Great Bay would have
experienced if open firm commitments were covered at then-current market prices.
As of December 31, 2001 and as of March 31, 2002, Great Bay had no firm forward,
fixed price energy trading contracts.

PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

      (a)   See Exhibit Index.

      (b)   There were no reports on Form 8-K submitted for the three months
            ended March 31, 2002.


                                       17
<PAGE>
                             BAYCORP HOLDINGS, LTD.


                                    SIGNATURE

      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.


February 4, 2003                           /s/ Frank W. Getman Jr.
                                           ----------------------------------
                                           Frank W. Getman Jr.
                                           President and Chief Executive Officer


                                       18
<PAGE>
                             BAYCORP HOLDINGS, LTD.


                                 CERTIFICATIONS

I, Frank W. Getman Jr., President and CEO of BayCorp Holdings, Ltd., certify
that:

      1.    I have reviewed this quarterly report on Form 10-Q/A of BayCorp
            Holdings, Ltd.;

      2.    Based on my knowledge, this quarterly report does not contain any
            untrue statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this quarterly report;

      3.    Based on my knowledge, the financial statements, and other financial
            information included in this quarterly report, fairly present in all
            material respects the financial condition, results of operations and
            cash flows of BayCorp as of, and for, the periods presented in this
            quarterly report;

      4.    BayCorp's other certifying officer and I are responsible for
            establishing and maintaining disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
            and we have:

            a)    designed such disclosure controls and procedures to ensure
                  that material information relating to BayCorp, including its
                  consolidated subsidiaries, is made known to us by others
                  within those entities, particularly during the period in which
                  this quarterly report is being prepared;

            b)    evaluated the effectiveness of BayCorp's disclosure controls
                  and procedures as of a date within 90 days prior to the filing
                  date of this quarterly report (the "Evaluation Date"); and

            c)    presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

      5.    BayCorp's other certifying officer and I have disclosed, based on
            our most recent evaluation, to BayCorp's auditors and the audit
            committee of BayCorp's board of directors (or persons performing the
            equivalent function):

            a)    all significant deficiencies in the design or operation of
                  internal controls which could adversely affect BayCorp's
                  ability to record, process, summarize and report financial
                  data and have identified for BayCorp's auditors any material
                  weaknesses in internal controls; and

            b)    any fraud, whether or not material, that involves management
                  or other employees who have a significant role in BayCorp's
                  internal controls; and

      6.    BayCorp's other certifying officer and I have indicated in this
            quarterly report whether or not there were significant changes in
            internal controls or in other factors that could significantly
            affect internal controls subsequent to the date of our most recent
            evaluation, including any corrective actions with regard to
            significant deficiencies and material weaknesses.

Date: February 4, 2003                     /s/ Frank W. Getman Jr.
                                           -------------------------------------
                                           Frank W. Getman Jr.
                                           President and Chief Executive Officer


                                       19
<PAGE>
                             BAYCORP HOLDINGS, LTD.


I, Patrycia T. Barnard, Chief Accounting Officer and Treasurer of BayCorp
Holdings, Ltd., certify that:

      1.    I have reviewed this quarterly report on Form 10-Q/A of BayCorp
            Holdings, Ltd.;

      2.    Based on my knowledge, this quarterly report does not contain any
            untrue statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this quarterly report;

      3.    Based on my knowledge, the financial statements, and other financial
            information included in this quarterly report, fairly present in all
            material respects the financial condition, results of operations and
            cash flows of BayCorp as of, and for, the periods presented in this
            quarterly report;

      4.    BayCorp's other certifying officer and I are responsible for
            establishing and maintaining disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
            and we have:

            a)    designed such disclosure controls and procedures to ensure
                  that material information relating to BayCorp, including its
                  consolidated subsidiaries, is made known to us by others
                  within those entities, particularly during the period in which
                  this quarterly report is being prepared;

            b)    evaluated the effectiveness of BayCorp's disclosure controls
                  and procedures as of a date within 90 days prior to the filing
                  date of this quarterly report (the "Evaluation Date"); and

            c)    presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

      5.    BayCorp's other certifying officer and I have disclosed, based on
            our most recent evaluation, to BayCorp's auditors and the audit
            committee of BayCorp's board of directors (or persons performing the
            equivalent function):

            a)    all significant deficiencies in the design or operation of
                  internal controls which could adversely affect BayCorp's
                  ability to record, process, summarize and report financial
                  data and have identified for BayCorp's auditors any material
                  weaknesses in internal controls; and

            b)    any fraud, whether or not material, that involves management
                  or other employees who have a significant role in BayCorp's
                  internal controls; and

      6.    BayCorp's other certifying officer and I have indicated in this
            quarterly report whether or not there were significant changes in
            internal controls or in other factors that could significantly
            affect internal controls subsequent to the date of our most recent
            evaluation, including any corrective actions with regard to
            significant deficiencies and material weaknesses.

Date: February 4, 2003                    /s/ Patrycia T. Barnard
                                          --------------------------------------
                                          Patrycia T. Barnard
                                          Chief Accounting Officer and Treasurer


                                       20
<PAGE>
                             BAYCORP HOLDINGS, LTD.


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.                         Description
-----------                         -----------
<S>             <C>
10.1            Purchase and Sale Agreement for the Seabrook Nuclear Power
                Station by and among North Atlantic Energy Corporation, The
                United Illuminating Company, Great Bay Power Corporation, New
                England Power Company, The Connecticut Light and Power Company,
                Canal Electric Company, Little Bay Power Corporation and New
                Hampshire Electric Cooperative, Inc. as Sellers and North
                Atlantic Energy Service Corporation and FPL Energy Seabrook, LLC
                as Buyer dated April 13, 2002.(1)

10.2            Promissory Note, dated March 27, 2002, by and between Frank W.
                Getman Jr. in favor of BayCorp Holdings, Ltd.(1)

10.3            Stock Pledge Agreement, dated March 27, 2002, by and between
                Frank W. Getman Jr. and BayCorp Holdings, Ltd.(1)

10.4            Promissory Note, dated March 27, 2002, by and between Frank W.
                Getman Jr. in favor of BayCorp Holdings, Ltd.(1)

10.5            Stock Pledge Agreement, dated March 27, 2002, by and between
                Frank W. Getman Jr. and BayCorp Holdings, Ltd.(1)

99.1            Certain Factors That May Affect Future Results, set out on pages
                19-22 of the Company's Annual Report on Form 10-K for the period
                ended December 31, 2001. Such Form 10-K shall not be deemed to
                be filed except to the extent that portions thereof are
                expressly incorporated by reference herein.

99.2            Certification pursuant to Section 906 of the Sarbanes-Oxley Act
                of 2002.

99.3            Certification pursuant to Section 906 of the Sarbanes-Oxley Act
                of 2002.

                (1) Filed as an exhibit to the Company's Quarterly Report on
                Form 10-Q (File No. 1- 12527) on May 15, 2002.
</TABLE>


                                       21