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                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                        September 30, 1996
                                                            ------------------
                                       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                                       333-3362
                                                                   --------
 

                             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.)


COCHECO FALLS MILLWORKS, 100 MAIN STREET, SUITE 201
               DOVER, NEW HAMPSHIRE                                  03820
   (Address of principal executive offices)                        (Zip Code)


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (603) 742-3388

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND
(b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE
FORMAT.

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 has filed all documents required
to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court.

Yes X   No
   ---    ---

               Class                            Outstanding at November 8, 1996
---------------------------------------         -------------------------------
Common Stock, $0.01 Par Value per Share                     1,000



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                             BAYCORP HOLDINGS, LTD.

                                      INDEX

Part I. Financial Information:

   Item 1 - Financial Statements:

   Balance Sheet at September 30, 1996 ...................................  3

   Notes to Balance Sheet ................................................  3

   Item 2 - Management's Discussion and Analysis of Financial Condition
            and Results of Operations ....................................  4

Part II. Other Information:

   Item 6 - Exhibits and Reports on Form 8-K ............................   4

   Signature ............................................................   5

   Exhibit Index ........................................................   6


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     PART I. FINANCIAL INFORMATION

     ITEM 1. FINANCIAL STATEMENTS
             --------------------

                             BAYCORP HOLDINGS, LTD.
                                  BALANCE SHEET
                                   (UNAUDITED)

                                              September 30,
                                                  1996
                                              -------------
      ASSETS

       Cash ..................................   $1,000
                                                 ------
            Total Assets .....................   $1,000
                                                 ======

     STOCKHOLDERS' EQUITY

     Stockholders' Equity:

       Common stock, $.01 par value
         Authorized - 20,000,000 shares
         Issued and Outstanding - 1,000 shares   $   10
       Preferred Stock, $.01 par value
         Authorized - 5,000,000 shares
         Issued and outstanding - none .......        0
       Additional paid-in capital ............      990

                                                 ------
           Total Stockholders' Equity ........   $1,000
                                                 ======


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


NOTES TO BALANCE SHEET

Note A - ORGANIZATION

     BayCorp Holdings, Ltd., formerly Great Bay Holdings Corp. ("Holding
Company"), is a Delaware corporation formed on March 21, 1996 and currently is a
wholly owned subsidiary of Great Bay Power Corporation ("Great Bay"). Holding
Company is not engaged in any business activities other than in connection with
a proposed merger with Great Bay. If the merger is consummated, Holding Company
will be the sole shareholder of Great Bay.

Note B - ACCOUNTING POLICIES

     The Holding Company expects to adopt the accounting policies of Great Bay
if and when the merger is approved.

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                             BAYCORP HOLDINGS, LTD.
    

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        -----------------------------------------------------------------------
        OF OPERATIONS.
        -------------

     There has been no activity during the third quarter of 1996 for BayCorp
Holdings, Ltd.


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
          September 30, 1996.



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                             BAYCORP HOLDINGS, LTD.


     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.
                                              
                                               /s/ John A. Tillinghast
                                               -----------------------
                                               John A. Tillinghast
                                               President, Treasurer and Chief 
                                                 Executive Officer
                                               (Principal Accounting Officer)
                                     
Dated: November 14, 1996


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                             BAYCORP HOLDINGS, LTD.

                                  EXHIBIT INDEX

Exhibit No.            Description
-----------            -----------

27                     Financial Data Schedule


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