<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                        September  30, 2001
                                       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.)

222 INTERNATIONAL DRIVE, SUITE 125
PORTSMOUTH, NEW HAMPSHIRE                                   03801-6819
(Address of principal executive offices)                    (Zip Code)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (603) 431-6600

         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 November 5, 2001
---------------------------------------         -------------------------------
Common Stock, $0.01 Par Value per Share                    8,519,316

<PAGE>

                             BAYCORP HOLDINGS, LTD.

                                      INDEX

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

         Item 1 - Financial Statements:

         Consolidated Statements of Income and Comprehensive Income -
               Three and Nine Months Ended September 30, 2001 and 2000 ...............................      3

         Consolidated Balance Sheets at September 30, 2001
             and December 31, 2000....................................................................    4-5

         Consolidated Statements of Cash Flows -
             Nine Months Ended September 30, 2001 and 2000............................................     6

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

         Item 2 -  Management's Discussion and Analysis of Financial Condition
             and Results of Operations ...............................................................   13-18

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

PART II - OTHER INFORMATION:

         Item 5 - Other Information...................................................................      18

         Item 6 - Exhibits and Reports on Form 8-K....................................................      18


         Signature....................................................................................      19

         Exhibit Index................................................................................      20
</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 September 30,     Nine Months Ended September 30,
                                                                   2001              2000              2001              2000
                                                               -----------       -----------       -----------       -----------
<S>                                                            <C>               <C>               <C>               <C>
Operating Revenues                                             $    22,359       $    17,255       $    61,096       $    46,893

Operating Expenses
  Production                                                         5,995             5,880            16,934            17,666
  Transmission                                                         211               266               745               823
  Purchased Power                                                    5,604               561            22,931             4,302
  Unrealized (Gain) Loss on Firm Energy Trading Contracts           (1,316)            1,776           (14,636)            8,819
  Administrative & General                                           1,704             1,903             4,882             5,383
  Depreciation & Amortization                                          998               994             2,993             2,980
  Taxes other than Income                                              919             1,012             2,833             3,252
                                                               -----------       -----------       -----------       -----------
      Total Operating Expenses                                      14,115            12,392            36,682            43,225
Operating Income                                                     8,244             4,863            24,414             3,668

Other (Income) Deductions:
  Interest and Dividend Income                                         (78)             (264)             (401)             (573)
  Decommissioning Cost Accretion                                       816               908             2,446             2,724
  Decommissioning Trust Fund Income                                   (424)             (371)           (1,184)           (1,004)
  Equity Loss in HoustonStreet Investment                                0             6,126               450            18,202
  Other (Income) Deductions                                             59               381               116              (133)
                                                               -----------       -----------       -----------       -----------
      Total Other Deductions                                           373             6,780             1,427            19,216
Income (Loss) Before Income Taxes                                    7,871            (1,917)           22,987           (15,548)
Income Taxes                                                             0                 0                 0                 0
                                                               -----------       -----------       -----------       -----------
Net Income (Loss)                                                    7,871            (1,917)           22,987           (15,548)

Other Comprehensive Income, Net of Tax
  Unrealized Gain (Loss) on Securities                                 (48)              938              (261)              722
                                                               -----------       -----------       -----------       -----------
Comprehensive Income (Loss)                                    $     7,823       ($      979)      $    22,726       ($   14,826)
                                                               ===========       ===========       ===========       ===========

Weighted Average Shares Outstanding - Basic                      8,334,264         8,303,173         8,334,264         8,282,261
Weighted Average Shares Outstanding - Diluted                    8,579,467         8,303,173         8,575,993         8,282,261
Basic Net Income (Loss) Per Share                              $      0.94       ($     0.23)      $      2.76       ($     1.88)
Diluted Net Income (Loss) Per Share                            $      0.92       ($     0.23)      $      2.68       ($     1.88)
</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>
                                                                  September 30,   December 31,
                                                                       2001            2000
                                                                    ---------       ---------
<S>                                                               <C>             <C>
ASSETS
Current Assets:
  Cash & Cash Equivalents                                           $  14,947       $   9,071
  Restricted Cash - Escrow                                                234           2,016
  Short-term Investments, at market                                         0           3,022
  Accounts Receivable                                                   7,075           3,131
  Materials & Supplies, net                                             4,829           4,760
  Unrealized Gain on Firm Forward Contracts                             1,756               0
  Prepayments & Other Assets                                            2,926           1,135
                                                                    ---------       ---------
      Total Current Assets                                             31,767          23,135

Property, Plant & Equipment and Fuel:
  Utility Plant Assets                                                112,478         111,491
  Non-Utility Plant Assets                                                104             104
                                                                    ---------       ---------
  Total Property, Plant & Equipment                                   112,582         111,595
  Less: Accumulated Depreciation                                      (22,421)        (19,776)
                                                                    ---------       ---------
  Net Property, Plant & Equipment                                      90,161          91,819

  Nuclear Fuel                                                         19,358          18,348
  Less: Accumulated Amortization                                      (11,061)         (7,956)
                                                                    ---------       ---------
  Net Nuclear Fuel                                                      8,297          10,392

      Net Property, Plant & Equipment and Fuel                         98,458         102,211

Other Assets:
  Decommissioning Trust Fund                                           30,874          28,146
  Deferred Debits & Other                                                 107             102
                                                                    ---------       ---------
      Total Other Assets                                               30,981          28,248

Equity Investment in HoustonStreet, Inc.                                    0               0

TOTAL ASSETS                                                        $ 161,206       $ 153,594
                                                                    =========       =========
</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>
                                                    September 30,    December 31,
                                                         2001            2000
                                                      ---------       ---------
<S>                                                 <C>              <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts Payable and Accrued Expenses               $   1,424       $   8,187
  Unrealized Loss on Firm Forward Contracts                   0          12,879
  Miscellaneous Current Liabilities                       3,277           1,786
                                                      ---------       ---------
          Total Current Liabilities                       4,701          22,852

Operating Reserves:
  Decommissioning Liability                              74,063          71,618
  Miscellaneous Other                                       470             470
                                                      ---------       ---------
          Total Operating Reserves                       74,533          72,088

Other Liabilities & Deferred Credits                      7,707           7,115

Commitments & Contingencies

Stockholders' Equity:
  Common stock, $.01 par value,
      Authorized - 20,000,000 shares,
      Issued and Outstanding - 8,519,316                     86              86
   Less: Treasury Stock - 185,052 shares at cost         (1,396)         (1,396)
   Additional Paid-in Capital                            92,934          92,934
   Accumulated Other Comprehensive Income                    57             318
   Accumulated Deficit                                  (17,416)        (40,403)
                                                      ---------       ---------
          Total Stockholders' Equity                     74,265          51,539

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY            $ 161,206       $ 153,594
                                                      =========       =========
</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>
                                                                   Nine Months             Nine Months
                                                                       Ended                  Ended
                                                                 September 30, 2001    September 30, 2000
                                                                 ------------------    ------------------
<S>                                                              <C>                   <C>
Net cash flow from operating activities:
    Net income (loss)                                                 $ 22,987                ($15,548)
    Adjustments to reconcile net income (loss) to net
    cash provided by operating activities:
         Equity loss in HoustonStreet investment                           450                  18,202
         Depreciation and amortization                                   2,645                   2,980
         Amortization of nuclear fuel                                    3,105                   3,726
         Unrealized (gain) loss on firm energy trading contracts       (14,636)                  8,819
         Decommissioning trust accretion                                 2,446                   2,724
         Decommissioning trust interest and other charges                 (765)                 (1,004)
         Increase in accounts receivable                                (3,943)                 (3,343)
         (Increase) decrease in materials & supplies                       (68)                    148
         Increase in prepaids and other assets                          (1,796)                 (1,798)
         Decrease in accounts payable                                   (6,764)                   (710)
         Increase (decrease) in taxes accrued                             (342)                    116
         Increase in other liabilities                                   2,425                     652
                                                                      --------                --------
Net cash provided by operating activities                                5,744                  14,964

Net cash flows from investing activities:
  Capital additions                                                       (988)                 (1,125)
  Nuclear fuel additions                                                (1,010)                 (5,823)
  Payments to decommissioning fund                                      (1,963)                 (1,323)
  Investment in HoustonStreet                                             (450)                      0
  Short term investments, net                                            2,761                  (3,419)
                                                                      --------                --------
Net cash used in investing activities                                   (1,650)                (11,690)

Net cash from financing activities:
  Stock option exercise                                                      0                     476
  Other investments                                                          0                     238
                                                                      --------                --------
Net cash provided by financing activities                                    0                     714

Net increase in cash and cash equivalents                                4,094                   3,988

Cash and cash equivalents, beginning of period                          11,087                   5,549
                                                                      --------                --------
Cash and cash equivalents, end of period                              $ 15,181                $  9,537
                                                                      ========                ========
</TABLE>


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


                                        6
<PAGE>

                             BAYCORP HOLDINGS, LTD.


                          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 has two wholly owned
subsidiaries that generate and sell wholesale electricity, Great Bay Power
Corporation ("Great Bay") and Little Bay Power Corporation ("Little Bay"). In
addition, BayCorp owns a 45.9% equity interest in HoustonStreet, Inc.
("HoustonStreet"), a software and services provider to the energy industry and
an Internet-based energy trading and information business. The Company accounts
for HoustonStreet under the equity method.

         Great Bay and Little Bay's principal asset is a combined 15% joint
ownership interest in the Seabrook Nuclear Power Project in Seabrook, New
Hampshire (the "Seabrook Project"). 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.

         On October 10, 2000, the Company entered into 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 upcoming 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.

          On October 2, 2001, the Company announced that the New Hampshire
Public Utilities Commission ("NHPUC") and the Connecticut Department of Public
Utility Control ("CDPUC") selected J.P. Morgan as their financial advisor for
the sale of ownership interests in the Seabrook Project. J.P. Morgan will manage
the sale under the oversight of the NHPUC and the CDPUC. J.P. Morgan managed the
recent sales of the Millstone Connecticut and Vermont Yankee nuclear plants.
While no firm schedule has yet been set by the NHPUC, CDPUC or J.P. Morgan,
BayCorp anticipates the selection of a winning bidder in the auction of the
Seabrook Project in the first half of 2002 with a closing before the end of
2002. The timing of the auction is principally controlled by the NHPUC as part
of the move to electricity deregulation in New Hampshire. Therefore, there can
be no assurances regarding the timing of the auction or the closing.

         HoustonStreet is a software and services provider to the energy
industry. HoustonStreet developed and operates HoustonStreet.com, an
Internet-based independent exchange, currently offering crude oil and refined
products trading. In July 2001, HoustonStreet announced that it was accepted by
Microsoft as a Microsoft Certified Partner, specializing in .NET technology.
Through the Microsoft Certified Partners Program, Microsoft supports
HoustonStreet in its efforts to provide .NET-based trading platforms and
technology solutions for the energy industry. HoustonStreet also has a majority
interest in HoustonStreet Exchange, Ltd., the operating company for
HoustonStreet's European operations.


                                       7
<PAGE>

                             BAYCORP HOLDINGS, LTD.

BayCorp remains the largest shareholder in HoustonStreet with an equity interest
of 45.9% as of September 30, 2001.

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, 2000 as filed in Form 10-K,
are adequate to make the information presented not misleading. 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              Nine Month
                                                  Unrealized               Unrealized
                                                 Income (Loss)            Income (Loss)
                                                 on Securities            on Securities
<S>                                              <C>                      <C>
            Beginning Balance                     $  105,611               $  318,032
            Current Period Charge                    (48,410)                (260,831)
                                                  ----------               ----------
            Ending Balance                        $   57,201               $    57,201
                                                  ==========               ===========
</TABLE>

         The Company utilizes 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 Energy Trading and
Risk Management Activities." EITF 98-10 requires energy-trading contracts to be
recorded at fair value on the balance sheet, with the changes in fair value
included in earnings. The Company is marking the related contracts to market
based on the estimated contract replacement value at each balance sheet date.
The Company had a net unrealized gain included in current assets of
approximately $1,756,000 as of September 30, 2001 and a net unrealized loss
included in current liabilities of approximately $12,879,000 as of December 31,
2000. The net change in unrealized gain/loss on firm forward contracts included
in the accompanying consolidated statements of income for the third quarter
ended September 30, 2001 was a gain of approximately $1,316,000 and for the
third quarter ended September 30, 2000 was a loss of approximately $1,776,000.
For the nine months ended September 30, 2001 the net change in unrealized
gain/loss was a gain of approximately $14,636,000 and for the nine months ended
September 30, 2000 was a loss of approximately $8,819,000.

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


                                       8
<PAGE>

                             BAYCORP HOLDINGS, LTD.


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
Federal Energy Regulatory Commission ("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, accounts,
service and property records.

         Because Great Bay and Little Bay are EWG's, they 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 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 owners, including Great Bay and Little Bay, will be
liable for the excess.


                                       9
<PAGE>

                             BAYCORP HOLDINGS, LTD.


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 March 2000, the NDFC issued an
order that adjusted the decommissioning collection period and funding levels as
if decommissioning would begin in 2015 and the decommissioning fund would be
fully funded by 2015. In November 2001, the NDFC issued a final order and
report regarding the estimated cost of decommissioning and the related funding
schedule. In its report and order the NDFC found the current estimated cost to
decommission the Seabrook Project to be approximately $555.5 million in 2001
dollars, assuming for decommissioning funding purposes, a remaining 25-year life
for the facility and a future cost escalation rate 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 has recently issued FASB Statement 143.
Great Bay and Little Bay's accounting for decommissioning is based on the FASB's
original tentative conclusions. This 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 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. Upon adoption, the statement
would be effective for financial statements issued for fiscal years beginning in
2003.

         The 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. As a result of this statement, Great
Bay and Little Bay's decommissioning liability, utility plant and annual
provision for decommissioning accretion will change relative to 2001. Great Bay
and Little Bay have not quantified the impact, if any, that the statement will
have on the consolidated financial statements.

         Great Bay and Little Bay, based on the initial exposure draft that
proposed FASB Statement 143, 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 December 31, 2000, the estimated
undiscounted cash outflows for Great Bay and Little Bay, for decommissioning,
based on the March 2000 NDFC study, with decommissioning expenditures starting
in 2013 and being completed in 2042, was $217.2 million, which discounted at an
average rate of 4.75% to December 31, 2000, represented a liability of $71.6
million. As of September 30, 2001 this liability was $74.1 million as reflected
in the accompanying balance sheet. In accordance with the original exposure
draft the companies record any adjustments to the decommissioning liability due
to changes in estimates in the utility plant account.




                                       10
<PAGE>

                             BAYCORP HOLDINGS, LTD.


         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 accompanying consolidated statements
of income was $816,000 and $2,446,000, and $908,000 and $2,724,000, for the
three months and nine months ended September 30, 2001 and September 30, 2000,
respectively.

         Funds collected by the Seabrook Project 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 trust 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 gain of $57,200 as of September 30, 2001.

         Although the owners of the Seabrook Project 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.

         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 complied with the decommissioning funding assurance
requirements under NRC regulations. In July 2001, the New Hampshire legislature
enacted legislation that modified the state's decommissioning requirements in
anticipation of the sale of interests in the Seabrook Project. Under this
legislation, the obligation of the other Seabrook joint owners terminates after
Great Bay sells its interest in Seabrook.

         In response to the obligations imposed on the other Joint Owners under
the 1998 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 $2.6 million in 2001 and
escalate at 4% each year thereafter through 2015. Little Bay's share of
decommissioning costs was prefunded by Montaup Electric Company ("Montaup"), the
owner of the 2.9% interest in the Seabrook Project that Little Bay acquired in
November 1999. 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 Project decommissioning expenses.
As of September 30, 2001, the fair market value of the Little Bay
decommissioning account was approximately $13.4 million.


                                       11
<PAGE>

                             BAYCORP HOLDINGS, LTD.


              On November 15, 1992, Great Bay, the Bondholder's Committee and
the Predecessor's former parent, Eastern Utilities Associates ("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 and is presenting
this investment on the equity method. Prior year financial statements are
presented on a comparative basis. As BayCorp's investment in HoustonStreet on an
equity basis as of December 4, 2000 was negative, the Company suspended the
recognition of additional operating losses. Summarized financial information for
the Company's investment in HoustonStreet is as follows:

       HoustonStreet:

<TABLE>
<CAPTION>
                                          Nine months ended         Year ended                 Year ended
                                          ------------------        ----------                 ----------
                                          September 30, 2001     December 31, 2000           December 31, 1999
                                          ------------------     -----------------           -----------------
<S>                                       <C>                    <C>                         <C>
       Total assets                          $ 4,571,100            $11,958,600                $ 2,984,400
       Total liabilities                      15,303,900             15,395,800                  6,201,400
       Net sales                               1,269,800                523,400                     59,200
       Net loss                               (7,500,600)           (40,047,000)                (3,397,000)
       Company's equity in net loss           (3,442,800)           (22,259,000)                (3,397,000)
</TABLE>

         During 2000, the Company loaned $7,000,000 to HoustonStreet at an
annual interest rate of 10%. Due to continued losses at HoustonStreet, the
Company wrote down its equity investment in HoustonStreet and subsequently its
loan and receivable from HoustonStreet. As of September 30, 2001, the Company
had no investments or loan receivable recognized on the accompanying
consolidated balance sheet.

         In March 2001, HoustonStreet received commitments to receive
approximately $4,035,700 in additional funding in two installments. This
financing involved the sale by HoustonStreet of 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."

           Commitments for the initial closing were approximately $2,928,200 and
as of April 13, 2001, HoustonStreet had received these committed funds.
Commitments for the second closing were approximately $1,107,500 and payment was
tied to the successful implementation of a posting agreement between
HoustonStreet and Enron. In the summer of 2000, HoustonStreet signed an
agreement with Enron to provide a link with EnronOnline ("EOL") enabling
electricity and natural gas prices listed on EOL to be simultaneously posted on
HoustonStreet. Although HoustonStreet successfully completed the link, Enron
provided HoustonStreet with a notice of termination of the agreement after the
link was completed but prior to the link going live. Accordingly, the second
closing has not occurred and is not expected to occur.


                                       12
<PAGE>

                             BAYCORP HOLDINGS, LTD.


          In April 2001, BayCorp converted the $7,000,000 loan made in 2000,
along with approximately $1,000,000 in accrued interest and penalties on the
note and past due management fees, into approximately $8,000,000 of
HoustonStreet Series C Units. The loan, accrued interest and receivables from
HoustonStreet had been written down to zero as of December 31, 2000 and as such,
the conversion of these amounts had no accounting impact on BayCorp.

NOTE E - EQUITY

         BayCorp has never paid cash dividends on its common stock and currently
expects that it will retain all of its future earnings and does not anticipate
paying a dividend in the foreseeable future.

NOTE F - NEW ACCOUNTING PRONOUNCEMENTS

         In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes accounting and
reporting standards requiring that every derivative instrument (including
certain derivative instruments embedded in other contracts) be recorded in the
balance sheet as either an asset or liability measured at its fair value. SFAS
No. 133 requires that changes in the derivative's fair value be recognized
currently in earnings unless specific hedge accounting criteria are met. Special
accounting for qualifying hedges allows a derivative's gains and losses to
offset related results on the hedged item in the income statement, and requires
that a company must formally document, designate and assess the effectiveness of
transactions that receive hedge accounting.

         SFAS No. 133, as amended by SFAS No. 137, was effective for all fiscal
quarters of all fiscal years beginning after June 15, 2000. SFAS No. 133 must be
applied to (a) derivative instruments and (b) certain derivative instruments
embedded in hybrid contracts that were issued, acquired, or substantively
modified after December 31, 1997 (and, at the company's election, before January
1, 1998.)

         The Company completed its review and implementation of SFAS No. 133,
effective January 1, 2001. The Company has taken an inventory of its contracts
and identified the forward sale and purchase contracts that are currently marked
to market in accordance with EITF 98-10 as derivatives under SFAS No. 133. The
Company did not identify any other contracts to be derivatives under SFAS No.
133. The Company will continue to mark to market its forward sale and purchase
contracts in accordance with EITF 98-10 and EITF 00-17. The adoption of SFAS No.
133 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.

         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: Third Quarter of 2001 Compared to the Third Quarter of
2000


                                       13
<PAGE>

                             BAYCORP HOLDINGS, LTD.


Operating Revenues

         BayCorp's operating revenues increased by approximately $5,104,000, or
29.6%, to $22,359,000 in the third quarter of 2001 as compared to $17,255,000 in
the third quarter of 2000. The increase in operating revenues was primarily
attributable to an increase in kilowatt hours ("kWhs") sold during the third
quarter of 2001 as compared to the third quarter of 2000. Sales of electricity
increased by approximately 30% to 507,548,900 kWhs during the third quarter of
2001 compared to approximately 390,334,000 kWhs in the third quarter of 2000.
The increase in kWhs sold was primarily attributable to an increase in purchased
power during the third quarter of 2001 as compared to the third quarter of 2000.
The capacity factor at the Seabrook Plant for the third quarter of 2001 was
99.2% compared to 100% for the third quarter of 2000. During the three months
ended September 30, 2001, Great Bay's average selling price increased 2.6%, to
4.41 cents per kWh as compared with an average selling price of 4.30 cents per
kWh for the same period in 2000.

Expenses

         Production and transmission expenses increased approximately $60,000,
or 1%, to $6,206,000 in the third quarter of 2001 as compared to $6,146,000 in
the third quarter of 2000. Purchased power costs increased approximately
$5,043,000 in the third quarter of 2001 as compared to the third quarter of
2000. Great Bay purchased more power for resale in the third quarter of 2001 as
compared to the third quarter of 2000. Administrative and general expenses
decreased approximately $199,000, or 10.5%, to $1,704,000 in the third quarter
of 2001 compared to $1,903,000 in the third quarter of 2000. This decrease was
primarily attributable to decreased administrative and general expenses at
BayCorp's headquarters during the third quarter of 2001 as compared to the third
quarter of 2000. Taxes other than income decreased approximately $93,000, or
9.2%, during the third quarter of 2001 as compared to the same period in 2000.
This decrease was primarily attributable to reduced property tax expenses in the
third quarter of 2001 as compared to the third quarter of 2000 resulting from
settlement agreements made in 1999 with certain towns to reduce the assessed
value of the Seabrook Project.

         In the third quarter of 2001, Great Bay recorded unrealized gains on
firm forward energy contracts of $1,316,000 as compared to unrealized losses on
firm forward energy contracts of $1,776,000 in the third quarter of 2000. The
unrealized gain in the third quarter of 2001 as compared to the unrealized loss
for the same period in 2000 was due in part to Great Bay committing to sell less
power under firm forward contracts as of September 30, 2001 as compared to
September 30, 2000. In addition, forward power prices in the Northeast decreased
during the third quarter of 2001 as compared to the third quarter of 2000
resulting in a mark to market gain for Great Bay's forward sales.

         Interest income decreased approximately $186,000 primarily due to lower
interest rates and lower cash balances during the third quarter of 2001 as
compared to the interest rates and cash balances during the third quarter of
2000. Decommissioning cost accretion decreased $92,000, or 10.1%, and
decommissioning trust fund income increased $53,000, or 14.3%, in the third
quarter of 2001 as compared to the same period in 2000. 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 the period
during which the Seabrook Project is licensed to operate. In the third quarter
of 2001, the


                                       14
<PAGE>

                             BAYCORP HOLDINGS, LTD.


Company had other deductions of approximately $59,000 as compared to other
deductions of approximately $381,000 in the third quarter of 2000.

         Equity loss in HoustonStreet was zero in the third quarter of 2001.
During the third quarter of 2000, the Company had a majority ownership interest
in HoustonStreet and recorded an equity loss in HoustonStreet of approximately
$6,126,000 for that period. In December 2000, the month in which BayCorp's
equity interest in HoustonStreet first dropped below 50%, the Company
deconsolidated HoustonStreet, started accounting for this investment on the
equity method and suspended recognition of additional HoustonStreet losses as of
that date. As such, no losses were recorded for the third quarter ended
September 30, 2001. Prior year financial statements are presented in accordance
with the equity method.

Net Income (Loss)

         As a result of the above factors, during the third quarter of 2001, the
Company recorded net income of $7,871,000, or income of approximately $0.94 per
basic share and $0.92 per diluted share, as compared to a net loss of
approximately $1,917,000, or a loss of $0.23 per basic and diluted share, during
the third quarter of 2000.

Results of Operations: First Nine Months of 2001 Compared to the First Nine
Months of 2000

Operating Revenues

            BayCorp's operating revenues increased by approximately $14,203,000,
or 30.3%, to $61,096,000 in the first nine months of 2001 as compared to
$46,893,000 in the first nine months of 2000. The increase in operating revenues
was attributable to several factors. Sales of electricity increased by
approximately 14.6% to 1,379,979,000 kWhs in the first nine months of 2001 as
compared to 1,204,155,000 kWhs in the first nine months of 2000. The capacity
factor at the Seabrook Project was 83.2% for the nine months ended September 30,
2001 as compared to a capacity factor of 97.5% for the nine months ended
September 30, 2000. Though the Seabrook Project generation was lower in the
first nine months of 2001 due to unscheduled outages for maintenance and repairs
in the first nine months of 2001, the Company purchased a significant amount of
power for resale during 2001. Purchased power expenses for the nine months ended
September 30, 2001 were approximately $22,931,000 as compared to approximately
$4,302,000 for the nine months ended September 30, 2000. The Company also
realized higher selling prices in the first nine months of 2001. For the nine
months ended September 30, 2001, the average selling price increased 15.1% to
4.43 cents per kWh as compared to an average sales price of 3.85 cents per kWh
for the same period in 2000.

Expenses

         Production and transmission expenses decreased approximately $810,000,
or 4.4%, to $17,679,000 in the first nine months of 2001 as compared to
$18,489,00 in the first nine months of 2000. This reduction was primarily
attributable to a reduction in miscellaneous operation costs at the Seabrook
Project during the first nine months of 2001 as compared to the first nine
months of 2000. Purchased power costs increased approximately $18,629,000 to
$22,931,000 in the first nine months of 2001 as compared to $4,302,000 in the
first nine months of 2000. This increase was primarily attributable to Great
Bay's purchases of replacement power to cover its firm contracts during the
unscheduled outages in the first nine months of 2001. In particular, the
significantly lower capacity factor in the first quarter of 2001 as compared to
the first quarter of 2000 made it necessary for Great Bay to purchase more power
to


                                       15
<PAGE>

                             BAYCORP HOLDINGS, LTD.


cover these contracts in the first quarter of 2001 as compared to the first
quarter of 2000. Administrative and general expenses decreased approximately
$501,000, or 9.3%, to $4,882,000 in the first nine months of 2001 as compared to
$5,383,000 in the first nine months of 2000. This decrease was primarily
attributable to decreased BayCorp corporate legal expenses during the first nine
months of 2001 as compared to the first nine months of 2000. Taxes other than
income decreased approximately $419,000, or 12.9%, during the first nine months
of 2001 as compared to the same period in 2000. This decrease was primarily
attributable to reduced property tax expenses in the first nine months of 2001
as compared to the first nine months of 2000 resulting from settlement
agreements made in 1999 with certain towns to reduce the assessed value of the
Seabrook Project.

         In the first nine months of 2001, Great Bay recorded unrealized gains
on firm forward energy contracts of $14,636,000 as compared to unrealized losses
on firm forward energy contracts of $8,819,000 in the first nine months of 2000.
The unrealized gain in the first nine months of 2001 as compared to the
unrealized loss for the same period in 2000 was due in part to Great Bay
committing to sell less power under firm forward contracts as of September 30,
2001 as compared to September 30, 2000. In addition, forward power prices in the
Northeast decreased during the first nine months of 2001 as compared to the
first nine months in 2000 resulting in a mark to market gain for Great Bay's
forward sales.

         Decommissioning cost accretion decreased $278,000, or 10.2%, and
decommissioning trust fund income increased $180,000, or 17.9%, in the first
nine months of 2001 as compared to the same period in 2000. 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 the
licensing period during which the Seabrook Project is licensed to operate. The
Company had other deductions of approximately $116,000 for the first nine months
of 2001 as compared to other income of approximately $133,000 for the first nine
months of 2000.

         Equity loss in HoustonStreet was $450,000 in the first nine months of
2001. During the first nine months ended September 30, 2000, the Company had a
majority ownership interest in HoustonStreet and recorded an equity loss in
HoustonStreet of approximately $18,202,000 for that period. In December 2000,
the month in which BayCorp's equity interest in HoustonStreet first dropped
below 50%, the Company deconsolidated HoustonStreet, started accounting for this
investment on the equity method and suspended recognition of additional
HoustonStreet operating losses as of that date. As such, no operating losses
were recorded for the nine months ended September 30, 2001. During the nine
months ended September 30, 2001, BayCorp invested $450,000 in HoustonStreet and
recorded this as an equity loss in HoustonStreet for the period. Prior year
financial statements are presented in accordance with the equity method.

Net Income (Loss)

         As a result of the above factors, during the first nine months of 2001,
the Company recorded net income of approximately $22,987,000, or income of $2.76
per basic share and $2.68 per diluted share, as compared to a net loss of
approximately $15,548,000, or a loss of $1.88 per basic and diluted share,
during the first nine months of 2000.

Liquidity and Capital Resources

           As of September 30, 2001, BayCorp's cash position was approximately
$15,181,000 in cash, cash equivalents and restricted cash. BayCorp's cash
generation for the nine months ended September 30,


                                       16
<PAGE>

                             BAYCORP HOLDINGS, LTD.


2001 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 future cash requirements.
However, if the Seabrook Project operates at a capacity factor below historical
levels, or if expenses associated with the ownership or operation of the
Seabrook Project, including without limitation decommissioning costs, 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 from current
levels, BayCorp or Great Bay would be required to raise additional capital,
either through a debt financing or an equity financing, to meet ongoing cash
requirements. Nonetheless, there can be no assurance that BayCorp or Great Bay
will be able to raise additional capital on acceptable terms or at all.

         BayCorp's cash and cash equivalents increased approximately $4,094,000
during the first nine months of 2001. The Company had net income of
approximately $22,987,000 during the first nine months of 2001. This net income
included a non-cash gain of approximately $14,636,000 for the unrealized gain on
firm forward energy trading contracts. In addition, during the first nine months
of 2001 there were cash expenditures of approximately $988,000 for capital
additions, $1,010,000 for nuclear fuel additions and $1,963,000 for
decommissioning fund payments. Other cash items included an increase in accounts
receivable of approximately $3,943,000 due to increased sales in September 2001
as compared to sales in December 2000 when there was an outage at the Seabrook
Project. An increase of approximately $1,796,000 in prepaids and other assets
was primarily attributable to the timing of payments made to the Seabrook
Project to fund Seabrook operating expenses. This increase resulted from timing
differences between Seabrook funding schedules and actual expenses incurred,
which often occurs during unscheduled outage periods. A decrease in accounts
payable of approximately $6,764,000 was primarily attributable to payments made
in the first quarter of 2001 for purchased power that was included in the
December 31, 2000 accounts payable balance. A decrease in taxes accrued of
approximately $342,000 was primarily attributable to lower property taxes for
the nine months ended September 30, 2001 as compared to the nine months ended
September 30, 2000.

         Offsetting these cash expenditures were non-cash charges to income of
approximately $2,645,000 for depreciation, $3,105,000 for nuclear fuel
amortization and $1,681,000 for net decommissioning trust fund accretion and
decommissioning trust fund income and other charges. In addition, there was an
increase in miscellaneous current liabilities of approximately $2,425,000
primarily attributable to the Company's accrual for the refueling outage
scheduled for May 2002.

         The Company anticipates that its share of the Seabrook Project's
capital expenditures for the 2001 fiscal year will total approximately $6.7
million for nuclear fuel and various capital projects.

         The Seabrook Project from time to time experiences both scheduled and
unscheduled outages and power reductions. The Company incurs losses during these
periods due to the loss of operating revenues and due to the additional costs
associated with outages and power reductions as well as continuing operating and
maintenance expenses and depreciation.

Attacks of September 11, 2001

         Since the attacks in New York and Washington, D.C. on September 11,
2001, security at the nation's nuclear power plants, including the Seabrook
Project, has been at a heightened alert level. Based on current security plans,
the Company does not expect a material effect on its financial results in 2001
to result from additional security measures that have been implemented and are
scheduled to be implemented at the Seabrook Project in 2001.

Forward-Looking Statements

         This Quarterly Report on Form 10-Q 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. 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


                                       17
<PAGE>

                             BAYCORP HOLDINGS, LTD.


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

Credit Price Risk

         The prices of electricity are subject to fluctuations resulting from
changes in supply and demand. Great Bay sells a portion of its physical
electricity output through forward, fixed price power contracts, see Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations. The net carrying and fair value for replacing such contracts as of
September 30, 2001 would have resulted in a gain of $1,756,300.


PART II - OTHER INFORMATION

Item 5.   Other Information

         On August 10, 2001, BayCorp entered into a sublease with 119
International Drive, L.L.C. for office space for its corporate headquarters.
On November 9, 2001, BayCorp relocated its corporate headquarters to 15 Rye
Street on the Pease International Tradeport in Portsmouth, New Hampshire. The
lease is for 5,300 square feet and has a term of five years commencing November
1, 2001.

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, 2001.


                                       18
<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.


November 14, 2001                By:  /s/  Frank W. Getman Jr.
                                      ------------------------
                                      Frank W. Getman Jr.
                                      President and Chief Executive Officer


                                       19
<PAGE>

                             BAYCORP HOLDINGS, LTD.


                                  EXHIBIT INDEX


Exhibit No.           Description

10.1     Sublease Between 119 International Drive, L.L.C. as Sublessor and
         BayCorp Holdings, Ltd. as Sublessee, 15 Rye Street, Portsmouth, New
         Hampshire 03801, dated as of August 10, 2001.

99.1     Certain Factors That May Affect Future Results, set out on pages 21-28
         of the Company's Annual Report on Form 10-K for the period ended
         December 31, 2000. Such Form 10-K shall not be deemed to be filed
         except to the extent that portions thereof are expressly incorporated
         by reference herein.


                                       20