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

                        (Amendment No. 1)

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

          For the quarterly period ended June 30, 2005

                               Or

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

 For the transition period from ______________ to _____________

Commission file number                       1-12527
                                             ________

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


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

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

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

     Indicate by check mark whether the registrant (1) has  filed
all  reports required to be filed by Section 13 or 15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.

Yes    X     No
      __          __

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

Yes          No    X
      __          __


                                            Outstanding at
            Class                            July 15, 2005
  ________________________                 ________________
   Common Stock, $0.01 Par                      571,364
       Value per Share



<Page>

                        EXPLANATORY NOTE

       BayCorp  Holdings,  Ltd.,  a  Delaware  corporation,  (the
"Company") is filing this Amendment No. 1 (the "Amendment No. 1")
to  its Quarterly Report on Form 10-Q for the quarter ended  June
30, 2005, as filed with the Securities and Exchange Commission on
August  5,  2005 (the "Original Form 10-Q"), to amend Item  6  of
Part  II to include as an exhibit thereto a $10,000,000 multiple-
draw convertible debt facility and an Amended and Restated Pledge
Agreement   into   which  the  Company  and  its   wholly   owned
subsidiaries   entered   with  Sloan  Group   Ltd.,   a   Bahamas
corporation,  on  May  24, 2005 (as more  fully  described  in  a
Current  Report on Form 8-K filed by the Company on May 31,  2005
and  in  the  Original Form 10-Q). Except as  identified  in  the
preceding  sentence,  no  other  amendments  or  changes  to  the
Original  Form  10-Q are made by this Amendment  No.  1  and  the
remainder of the Original Form 10-Q shall remain in effect as  of
the  date of filing of the Original Form 10-Q. Additionally, this
Amendment  No.  1  does  not purport  to  provide  an  update  or
discussion of any other developments subsequent to the filing  of
the Original Form 10-Q.

                   PART II - OTHER INFORMATION

Item 6.  Exhibits

  See Exhibit Index.


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<Page>

                           SIGNATURES

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




                      BayCorp Holdings, Ltd.


September 23, 2005     /s/  Frank W. Getman Jr.
                     ______________________________
                     Frank W. Getman Jr.
                     President and Chief Executive Officer and
                     Principal Financial Officer








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<Page>

                          EXHIBIT INDEX


 Exhibit
   No.    Description

  10.1    $10,000,000 Convertible Note from BayCorp Holdings, Ltd.
          and  its  wholly owned subsidiaries to Sloan Group  Ltd.
          dated May 24, 2005.

  10.2    Amended  and  Restated  Pledge Agreement  among  BayCorp
          Holdings, Ltd., its wholly owned subsidiaries and  Sloan
          Group Ltd. dated May 24, 2005.

  31.1    Certification  of President and Chief Executive  Officer
          (principal  executive officer) pursuant to Exchange  Act
          Rules 13a-14 and 15d-14.*

  31.2    Certification  of President and Chief Executive  Officer
          (principal  financial officer) pursuant to Exchange  Act
          Rules 13a-14 and 15d-14.*

  31.3    Certification of Vice President of Finance and Treasurer
          (chief  accounting  officer) pursuant  to  Exchange  Act
          Rules 13a-14 and 15d-14.*

  32.1    Certification  of  Chief  Executive  Officer  and  Chief
          Financial Officer pursuant to 18 U.S.C. Section 1350, as
          adopted  pursuant  to Section 906 of the  Sarbanes-Oxley
          Act of 2002.*

  32.2    Certification of Vice President of Finance and Treasurer
          pursuant  to 18 U.S.C. Section 1350, as adopted pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002.*

   99     BayCorp  Holdings, Ltd. Earnings Release for the quarter
          ended June 30, 2005.*



* Previously filed with the Company's Quarterly Report on Form 10-
Q for the quarter ended June 30, 2005 as filed with the
Securities Exchange Commission on August 5, 2005.









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