UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 2O549

                                  FORM lO-QSB

(Mark one)

[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 For the quarterly period ended December 31, 2003 or

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR l5(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________
Commission File Number 0-16097

BAY RESOURCES LTD.
(Exact name of Registrant as specified in its charter)

        Delaware                                98-0079697
(State or other jurisdiction of               (IRS Employer
incorporation or organisation)              Identification No.)


        Level 8, 580 St. Kilda Road, Melbourne, Victoria, 3004 Australia
                    (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code 0ll (613) 8532 2860

Indicate by check mark whether the Registrant (1) filed all reports  required to
be filed by  Section 13 or 15(d) of the  Exchange  Act during the past 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_____

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports required to be filed by Section 12,13 or 15(d) of the Exchange Act after
the distribution of securities under a plan confirmed by a court.

Yes_____ No_____

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common  stock,  as  of  the  latest   practicable  date.  There  were  6,344,589
outstanding shares of Common Stock as of December 31, 2003.

Transitional Small Business Disclosure Format (Check one) Yes_____ No__X__

<PAGE>

Table Of Contents

                                                                        PAGE NO
                                                                        -------
PART I. FINANCIAL INFORMATION

Item 1 Financial Statements                                                2
Item 2 Management's Discussion and Analysis or Plan of Operations          9
Item 3 Controls and Procedures                                            13

PART II OTHER INFORMATION

Item 1 Legal Proceedings                                                  14
Item 2 Changes in Securities and Use of Proceeds                          14
Item 3 Defaults Upon Senior Securities                                    15
Item 4 Submission of Matters to a Vote of Security Holders                15
Item 5 Other Information                                                  15
Item 6 Exhibits and Reports on Form 8-K                                   15

SIGNATURES                                                                16

EXHIBIT INDEX

Exh. 31.1       Certification
Exh. 31.2       Certification
Exh. 32.1       Certification
Exh. 32.2       Certification




<PAGE>

Item 1. FINANCIAL STATEMENTS

Introduction to Interim Financial Statements.

The interim financial statements included herein have been prepared by Bay
Resources Ltd. ("Bay Resources" or the "Company") without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission (The
"Commission"). Certain information and footnote disclosure normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading. These interim financial
statements should be read in conjunction with the financial statements and notes
thereto included in the Company's Annual Report on Form 10-K for the year ended
June 30, 2003.

In the opinion of management, all adjustments, consisting of normal recurring
adjustments and consolidating entries, necessary to present fairly the financial
position of the Company and subsidiaries as of December 31, 2003, the results of
its operations for the three and six month periods ended December 31, 2002 and
December 31, 2003, and the changes in its cash flows for the six month periods
ended December 31, 2002 and December 31, 2003 have been included. The results of
operations for the interim periods are not necessarily indicative of the results
for the full year.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.

UNLESS OTHERWISE INDICATED, ALL FINANCIAL INFORMATION PRESENTED IS IN
AUSTRALIAN DOLLARS.

<PAGE>


                      BAY RESOURCES LTD. AND SUBSIDIARIES
                           Consolidated Balance Sheet
                               December 31, 2003
                                  (Unaudited)
                                                                  A$000's
                                                                 ---------
ASSETS
------
Current Assets:
Cash                                                                    5
Receivable                                                              3
                                                                 ---------
Total Current Assets                                                    8
                                                                 ---------
Total Assets                                                            8
                                                                 =========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------

Current Liabilities:
Accounts Payable and Accrued Expenses                                 148
Short-Term Loan - Affiliate                                             1
                                                                 ---------
Total Current Liabilities                                             149
                                                                 ---------
Long-Term Debt - Affiliates                                         2,063
                                                                 ---------
Total Liabilities                                                   2,212
                                                                 ---------

Stockholders' Equity (Deficit):
Common Stock: $.0001 par value 25,000,000
shares authorized, 6,347,089 issued and
outstanding                                                             1
Less Treasury Stock at Cost, 2,500 shares                             (20)
Additional Paid-in-Capital                                         25,175
Retained (Deficit)                                                (27,360)
                                                                 ---------
Total Stockholders' Equity (Deficit)                               (2,204)
                                                                 ---------
Total Liabilities and Stockholders' Equity (Deficit)                    8
                                                                 =========

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

<PAGE>

                      BAY RESOURCES LTD. AND SUBSIDIARIES
                     Consolidated Statements of Operations
                  Three and Six Months Ended December 31 2003,
                             and December 31, 2002
                                  (Unaudited)

                        Three           Three           Six             Six
                        Months          Months          Months          Months
                        Ended           Ended           Ended           Ended
                        Dec 31          Dec 31          Dec 31          Dec 31
                        2003            2002            2003            2002
                        A$000's         A$000's         A$000's         A$000's
                        -------         -------         -------         -------
Revenues:                    $-              $-              $-              $-
                        --------------------------------------------------------

Costs and Expenses:

Exploration Expenditure      17              94              26             111
Interest Expense             45              32              85              62
Legal, Accounting &
 Professional                17              22              27              28
Administrative               76              69             139             126
                        --------------------------------------------------------
                            155             217             277             327
                        --------------------------------------------------------

Loss from Operations       (155)           (217)           (277)           (327)
                        --------------------------------------------------------
Income (Loss) before
 Income Tax                (155)           (217)           (277)           (327)
Provision for Income Tax      -               -               -               -
                        --------------------------------------------------------

Net Income (Loss)          (155)           (217)           (277)           (327)
                        --------------------------------------------------------

(Loss) Per Common
 Equivalent Share         $(.02)          $(.03)          $(.04)          $(.05)
                        --------------------------------------------------------

Weighted Number of
 Common Equivalent
 Shares Outstanding
 (in thousands)           6,345           6,345           6,345           6,345





              The accompanying notes are an integral part of these
                       consolidated financial statements

<PAGE>

                       BAY RESOURCES LTD. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                   Six Months Ended December 31, 2003 and 2002
                                   (Unaudited)

                                                2003            2002
                                             A$000's         A$000's
                                             -------         -------


Cash Flows from Operating Activities

Net Income (Loss)                              $(277)          $(327)

Adjustments

Accrued interest added to principal               85               -
Net Change in:
Receivables                                        -               -
Accounts Payable and Accrued Liabilities          (9)             99
Short-Term Loan - Affiliate                        -             (16)
                                             -----------------------
Net Cash Provided (Used) in
 Operating Activities                           (201)           (244)
                                             -----------------------

Cash Flow from Financing Activities

Net Borrowings from Affiliates                   205             245
                                             -----------------------
Net Cash Provided (Used) in
 Financing Activities                            205             245
                                             -----------------------
Net Increase (Decrease) in Cash                    4               1

Cash at Beginning of Period                        1               -
                                             -----------------------
Cash at End of Period                             $5              $1
                                             -----------------------

Supplementary Disclosures

Interest Paid                                      -               -


              The accompanying notes are an integral part of these
                       consolidated financial statements

<PAGE>


                       BAY RESOURCES LTD. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                December 31, 2003

(1) Organisation
----------------

Bay Resources Ltd. (Bay Resources) is incorporated in the State of Delaware. The
principal  shareholder of Bay Resources is Edensor Nominees  Proprietary Limited
(Edensor), an Australian corporation. Edensor owned 78.9% of Bay Resources as of
December 31, 2003. During fiscal 1998, Bay Resources  incorporated a subsidiary,
Baynex.com  Pty Ltd  (formerly  Bayou  Australia  Pty  Ltd),  under  the laws of
Australia.  Baynex.com Pty Ltd has not traded since incorporation. On August 21,
2000, Bay Resources  incorporated a new wholly owned  subsidiary,  Bay Resources
(Asia)  Pty  Ltd  (formerly   Bayou   International   Pty  Ltd),  a  corporation
incorporated under the laws of Australia. In June 2002, the Company incorporated
a new wholly owned  subsidiary,  4075251 Canada Inc, a corporation  incorporated
under the laws of Canada. 4075251 Canada Inc is the vehicle that will be used by
the Company to undertake exploration activities for gold in Canada.


(2) Long Term Debt
------------------

                                                                A$000's
                                                                -------

 The following is a summary of Bay Resources
 borrowing arrangements from related entities:

Loan from Chevas, a corporation affiliated with the
 President of Bay Resources. Interest accrued at
 8.60% - 9.10% (2002: 8.00%-8.75%) which is the ANZ
 Banking Group Limited rate plus 1% for overdrafts
 over $100,000. Repayment of loan not required before
 December 31, 2004. (1)                                           1,382

 Loan from Mr JI Gutnick, President of Bay Resources.
 Repayment of non interest bearing loan not
 required before December 31, 2004.                                  57


Loan from AXIS Consultants, a corporation affiliated
with  the President of Bay Resources. Interest accrued
at 10.10% - 10.60% being the National Australia Bank
rate plus 1.5% for overdrafts over $100,000. Repayment
of loan not required before  December 31, 2004.                     624

                                                        ---------------

                                                                  2,063
                                                        ===============
<PAGE>

                       BAY RESOURCES LTD. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                December 31, 2003

     (2)  Long Term Debt (Cont'd)
          -----------------------

(1)  During the year ended June 30, 2000, the Company issued  8,000,000  options
     to purchase  previously  unissued  stock.  The  options to purchase  shares
     expire  January 20, 2010 and the exercise  price is US$1.00 per share.  The
     options were issued to Edensor,  a company affiliated with the President of
     Bay  Resources.  Edensor  advised the Company in June 2003 that it had sold
     2,000,000  options to Delkern  Investments  Ltd. At December 31, 2003,  all
     8,000,000 options are outstanding.

(3) Affiliate Transactions
--------------------------

Bay Resources advances to and receives advances from various affiliates. All
advances between consolidated affiliates are eliminated on consolidation. During
each of the six months ending December 31, 2003 and 2002, Bay Resources paid
management fees to AXIS Consultants in the amount A$60,000. At December 31,
2003, the Company owed AXIS Consultants A$623,707 for services provided in
accordance with the Service Agreement. During the six months ending December 31,
2003 and 2002, AXIS Consultants charged interest of A$27,530 and A$23,281
respectively on outstanding balances. This entity is affiliated through common
management and ownership.

Chevas Pty Ltd, a company associated with the President of the Company, Joseph
Gutnick, has provided loan funds to enable the Company to meet its liabilities
and has paid certain expenses on behalf of the Company. At June 30 2002, the
Company owed Chevas A$783,743. During the six months ending December 31, 2002,
Chevas loaned a further A$206,525 and charged A$38,772 in interest to the
Company on the loan account. At June 30, 2003, the Company owed Chevas
A$1,239,315. During the six months ending December 31, 2003, Chevas loaned a
further A$85,209 and charged A$57,775 in interest to the Company on the loan
account. At December 31, 2003 the Company owed Chevas A$1,382,299

During fiscal 2002, Tahera Corporation incurred certain exploration and
administration costs in Canada on behalf of the Company amounting to A$36,365
and this amount was owing to Tahera at June 30, 2002. During the six months
ending December 31, 2002 Tahera incurred further exploration and administration
costs in Canada on behalf of the Company amounting to A$38,147. During the six
months ending December 31, 2002, Tahera did not charge the Company interest on
amounts outstanding. At June 30, 2003, the Company owed Tahera A$1,361. During
the six months ending December 31, 2003 Tahera incurred further exploration and
administration costs in Canada on behalf of the Company amounting to A$9,130.
During the six months ending December 31, 2003 , Tahera did not charge the
Company interest on amounts outstanding. At December 31, 2003, the Company owed
Tahera A$1,339, which is included in short-term loan - affiliate in the
accompanying balance sheet. Mr. JI Gutnick, the President of the Company, ceased
to be the President and Chairman of Tahera

<PAGE>

                      BAY RESOURCES LTD. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                               December 31, 2003

(3) Affiliate Transactions (Cont'd)
-----------------------------------

in October 2003 and the Company's  principal  stockholder,  Edensor Nominees Pty
Ltd., of which Mr. Gutnick is a director and  shareholder,  ceased to be a major
stockholder of Tahera in October 2003.

During the year ended June 30, 2003, Mr JI Gutnick paid certain amounts owing to
Tahera on behalf of the Company and at December 31, 2003, the amount of A$56,557
was owing to Mr Gutnick.

Quantum  Resources  Limited  ("QUR")  incurred  certain  costs on  behalf of the
Company amounting to A$43,941 (US$29,308) in respect to the Company's activities
in Tibet  China as a result of QUR's  contacts  in China.  This  amount  remains
outstanding and is included in accounts payable and accrued expenses at December
31, 2003

(4) Going Concern
-----------------

The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles, which contemplates
continuation of Bay Resources as a going concern. However, Bay Resources has
sustained recurring losses and has a net working capital deficiency which raises
substantial doubts as to its ability to continue as going a concern. Bay
Resources anticipates that it will be able to defer repayment of certain of its
short term and long-term loan commitments until it has sufficient liquidity to
enable these loans to be repaid or other arrangements to be put in place. In
addition Bay Resources has historically relied on loans and advances from
corporations affiliated with the President of Bay Resources. Based on
discussions with these affiliate companies, Bay Resources believes this source
of funding will continue to be available. Other than the arrangements noted
above, Bay Resources has not confirmed any other arrangement for ongoing
funding. As a result Bay Resources may be required to raise funds by additional
debt or equity offerings in order to meet its cash flow requirements during the
forthcoming year.

(5) Income Taxes
----------------

Bay Resources files its income tax returns on an accrual basis. Bay Resources
should have carry forward losses of approximately US$18.8 million as of June 30,
2003 which will expire in the years 2004 through 2022. Bay Resources will need
to file tax returns for those years having losses on which returns have not been
filed to establish the tax benefits of the net operating loss carry forwards.
Due to the uncertainty of the availability and future utilization of those
operating loss carry forwards, management has provided a full valuation against
the related tax benefit.

<PAGE>

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

FUND COSTS CONVERSION

The consolidated statements of operations and other financial and operating data
contained elsewhere here in and the consolidated balance sheets and financial
results have been reflected in Australian dollars unless otherwise stated.

The following table shows the average rate of exchange of the Australian dollar
as compared to the US dollar during the periods indicated:

        6 months ended December 31, 2002 A$1.00 = U.S. $.5650
        6 months ended December 31, 2003 A$1.00 = U.S. $.6802

RESULTS OF OPERATION

Three Months Ended December 31, 2003 vs. Three Months Ended December 31, 2002.

Costs and expenses decreased from A$217,000 in the three months December 31,
2002 to A$155,000 in the three months ended December 31, 2003. The Company's
financial statements are prepared in Australian dollars (A$). Since December 31,
2002 the A$ compared to the United States dollar (US$) has appreciated by 20%. A
number of the costs and expenses of the Company are incurred in US$ and the
conversion of these costs to A$ means that the comparison of December 2003 to
December 2002 does not always present a true comparison. The increase in
expenses is a net result of:

     a)   an increase in interest  expense  from  A$32,000  for the three months
          ended  December  31,  2002 to  A$45,000  for the  three  months  ended
          December 31, 2003 as a result of the increase in long term debt of the
          Company required to fund the Company's operations

     b)   a decrease in legal accounting and professional  expense from A$22,000
          for the three months ended December 31, 2002 to A$17,000 for the three
          months  ended  December  31,  2003  as a  result  of the  increase  in
          accounting fees in the three months ending December 31, 2003 following
          the change in  independent  accountants  compared to the three  months
          ending December 31,2002, a further increase in independent accountants
          fees as a result of work  required on subsidiary  companies  financial
          statements,  both  of  which  were  offset  by  an  over  accrual  for
          independent  accountants  fees for the year  ended June 30,  2003.  In
          addition, legal fees were higher in the current quarter in relation to
          work undertaken in respect to the Company's share register.  There was
          no comparable work in the comparable quarter of the prior year. In the
          prior  comparable  quarter of 2002 the Company  incurred legal fees in
          respect to negotiations in Tibet in respect to a potential acquisition
          of  exploration  interests  and  there was no  comparable  work in the
          current period.

     c)   an increase in administrative  costs including  salaries from A$69,000
          in the three months  ended  December 31, 2002 to A$74,000 in the three
          months ended  December 31, 2003 as a result of the costs of engaging a
          consultant to undertaken  business  development and investor relations
          work  for the  Company.  There  was no  comparable  cost in the  prior
          comparable quarter.

<PAGE>

     d)   a decrease in the  exploration  expenditure  expense from A$94,000 for
          the three  months  ended  December  31, 2002 to A$17,000 for the three
          months ended December 31, 2003. During the current quarter,  there was
          less exploration planning being undertaken as the Company was awaiting
          the grant of rights to explore on the land it has made application for
          in the Committee Bay Greenstone Belt. In the prior comparable  period,
          the Company commenced  exploration  activities in Canada for the first
          time. In addition,  in the  comparable  quarter in the prior year, the
          Company  pegged  land  in  the  Committee  Bay  Greenstone   Belt  for
          exploration   purposes  and  incurred   costs  in   monitoring   those
          applications.

As a result of the foregoing,  the loss from operations decreased from A$217,000
for the three months ended  December 31, 2002 to A$153,000  for the three months
ended December 31, 2003.

The net loss was A$153,000 for the three months ended December 31, 2003 compared
to a net loss of A$217,000 for the three months ended December 31, 2002.

Six Months Ended December 31, 2003 vs. Six Months Ended December 31, 2002.

Costs and expenses  decreased from A$327,000 in the six months December 31, 2002
to A$277,000 in the six months ended December 31, 2003. The Company's  financial
statements are prepared in Australian  dollars (A$). Since December 31, 2002 the
A$ compared to the United States dollar (US$) has  appreciated  by 20%. A number
of the costs and expenses of the Company are incurred in US$ and the  conversion
of these costs to A$ means that the comparison of December 2003 to December 2002
does not always  present a true  comparison.  The  increase in expenses is a net
result of:

     e)   an increase in interest expense from A$62,000 for the six months ended
          December 31, 2002 to A$85,000  for the six months  ended  December 31,
          2003 as a result of the  increase  in long  term  debt of the  Company
          required to fund the Company's operations

     f)   a decrease in legal accounting and professional  expense from A$28,000
          for the six months  ended  December  31, 2002 to A$27,000  for the six
          months  ended  December  31,  2003  as a  result  of the  increase  in
          accounting  fees in the six months ending  December 31, 2003 following
          the  change in  independent  accountants  compared  to the six  months
          ending   December  31,  2002,  a  further   increase  in   independent
          accountants fees as a result of work required on subsidiary  companies
          financial statements, both of which were offset by an over accrual for
          independent  accountants  fees for the year  ended June 30,  2003.  In
          addition,  legal fees were higher in the  current six month  period in
          relation  to  work  undertaken  in  respect  to  the  Company's  share
          register.  There was no comparable  work in the  comparable  six month
          period of the prior year. In the prior  comparable six month period of
          2002, the Company  incurred legal fees in respect to  negotiations  in
          Tibet in respect to a potential  acquisition of exploration  interests
          and there was no comparable work in the current period.

     g)   an increase in administrative  costs including salaries from A$126,000
          in the six months  ended  December  31, 2002 to  A$139,000  in the six
          months ended  December 31, 2003 as a result of the costs of engaging a
          consultant to undertaken  business  development and investor relations
          work  for the  Company.  There  was no  comparable  cost in the  prior
          comparable quarter.

<PAGE>


     d)   a decrease in the exploration  expenditure  expense from A$111,000 for
          the six months ended  December 31, 2002 to A$26,000 for the six months
          ended December 31, 2003.  During the current half year, there was less
          exploration  planning being undertaken as the Company was awaiting the
          grant of rights to explore on the land it has made  application for in
          the Committee Bay Greenstone Belt. In the prior comparable period, the
          Company commenced exploration activities in Canada for the first time.
          In addition,  in the comparable quarter in the prior year, the Company
          pegged  land in the  Committee  Bay  Greenstone  Belt for  exploration
          purposes and incurred costs in monitoring those applications.

As a result of the foregoing, the loss from operations decreased from A$327,000
for the six months ended December 31, 2002 to A$277,000 for the six months ended
December 31, 2003.

The net loss was A$277,000 for the six months ended December 31, 2003 compared
to a net loss of A$327,000 for the six months ended December 31, 2002.

Liquidity and Capital Resources

As of December 31, 2003 the Company had short-term obligations of A$149,000
comprising accounts payable, accrued expenses and a short term loan from an
affiliate and long term debt of A$2,063,000.

The Company anticipates that it will be able to defer repayment of certain of
its short-term loan commitments, until it has sufficient liquidity to enable
these loans to be repaid, of which there can be no assurance. In addition the
Company has historically relied upon loans and advances from affiliates to meet
a significant portion of the Company's cash flow requirements which the Company
believes, based on discussions with such affiliates, will continue to be
available during fiscal 2004.

Other than the arrangements above the Company has not confirmed any further
arrangements for ongoing funding. As a result the Company will be required to
raise funds from additional debt or equity offerings in order to meet its cash
flow requirements during the forthcoming year. The Company will require
substantial additional capital over the next year in order to satisfy existing
liabilities and to provide funding to achieve its current business plan. Failure
to obtain such capital could adversely impact the Company's operations and
prospects.

<PAGE>

Cautionary Safe Harbor Statement under the United States Private Securities
Litigation Reform Act of 1995.

Certain information contained in this Form 10-QSB is forward looking information
within the meaning of the Private Securities Litigation Act of 1995 (the "Act")
which became law in December 1995. In order to obtain the benefits of the "safe
harbor" provisions of the act for any such forwarding looking statements, the
Company wishes to caution investors and prospective investors about significant
factors which among others have affected the Company's actual results and are in
the future likely to affect the Company's actual results and cause them to
differ materially from those expressed in any such forward looking statements.
This Form 10- QSB report contains forward looking statements relating to future
financial results. Actual results may differ as a result of factors over which
the Company has no control including, without limitation, the risks of
exploration and development stage projects, political risks of development in
foreign countries, risks associated with environmental and other regulatory
matters, mining risks and competition and the volatility of gold and copper
prices, and movements in the foreign exchange rate. Additional information which
could affect the Company's financial results is included in the Company's June
30, 2003 Form 10-K on file with the Securities and Exchange Commission.











<PAGE>

Item 3. CONTROLS AND PROCEDURES

The Company's Chief Executive Officer and Chief Financial Officer conducted an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Exchange Act Rule 13a-14 as of the end of
the period covered by this report. Based upon that evaluation, such officers
concluded that our disclosure controls and procedures are effective to ensure
that information is gathered, analyzed and disclosed on a timely basis.

Internal Control Over Financial Reporting. There have not been any changes in
the Company's internal control over financial reporting during the fiscal
quarter to which this report relates that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting.

















<PAGE>

                                     PART II
                                OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

     Not Applicable

Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     The  Company  has  agreed to a change in the terms of the  options  held by
     Edensor Nominees Pty Ltd by the inclusion of the following clause 4:

     (a)  The  options  may be  exercised,  in whole at any time or in part from
          time to time,  commencing  on January 21, 2002 and prior to 5:00 P.M.,
          New York City time, on the Expiry Date January 20, 2010 by the Holder:

          (i)  by  the   surrender   of  this  option   certificate   (with  the
               subscription form at the end hereof duly executed) at the address
               set forth on the option certificate hereof,  together with proper
               payment of the Aggregate Option Price, or the proportionate  part
               thereof if the options are  exercised  in part,  with payment for
               Options made by certified or official  bank check  payable to the
               order of the Company; or
          (ii) by the  surrender of this option  certificate  (with the cashless
               exercise  form at the end  hereof  duly  executed)  (a  "Cashless
               Exercise") at the address set forth on option  certificate.  Such
               presentation  and  surrender  shall be  deemed  a  waiver  of the
               Holder's  obligation  to pay the Aggregate  Option Price,  or the
               proportionate  part thereof if the Options are exercised in part.
               In the event of a Cashless  Exercise,  the Holder shall  exchange
               its  Options  for that  number of Option  Shares  subject to such
               Cashless  Exercise  multiplied  by a fraction,  the  numerator of
               which shall be the  difference  between the then  Current  Market
               Price Per Share of Common Stock and the Per Share  Option  Price,
               and the  denominator  of which shall be the then  Current  Market
               Price  Per  Share  of  the  Common  Stock.  For  purposes  of any
               computation  under this Section  1(a),  the then  Current  Market
               Price  shall be based on the  trading  day prior to the  Cashless
               Exercise.

     The then "Current  Market Price" per share (the "Current  Market Price") as
     of any date shall be deemed to be the last sale  price of the Common  Stock
     on the  trading day prior to such date or, in case no such  reported  sales
     take  place on such day,  the  average of the last  reported  bid and asked
     prices of the Common  Stock on such day,  in either  case on the  principal
     national  securities  exchange  on which the Common  Stock is  admitted  to
     trading or  listed,  or if not  listed or  admitted  to trading on any such
     exchange,  the  representative  closing  bid price of the  Common  Stock as
     reported by the National Association of Securities Dealers, Inc., Automated
     Quotations System ("NASDAQ"), or other similar organization if NASDAQ is no
     longer reporting such information,  or, if the Common Stock is not reported
     on  NASDAQ,  the high per  share  bid  price  for the  Common  Stock in the
     over-the-counter market as reported by the National Quotation


<PAGE>


     Bureau or similar  organization,  or if not so  available,  the fair market
     value of the Common  Stock as  determined  in good  faith by the  Company's
     Board of Directors.

Item 3. DEFAULTS UPON SENIOR SECURITIES

     Not Applicable

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not Applicable

Item 5. OTHER INFORMATION

     Not Applicable

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibit No.   Description
          -----------   -----------

          31.1          Certification of Chief Executive Officer required by
                         Rule 13a-14(a)/15d-14(a) under the Exchange Act

          31.2          Certification of Chief Financial Officer required by
                         Rule 13a-14(a)/15d-14(a) under the Exchange Act

          32.1          Certification of Chief Executive Officer pursuant to
                         18 U.S.C. Section 1350, as adopted pursuant to Section
                         906 of Sarbanes-Oxley act of 2002

          32.2          Certification of Chief Financial Officer pursuant to
                         18 U.S.C. Section 1350, as adopted pursuant to Section
                         906 of Sarbanes-Oxley act of 2002 (b) The Company did
                         not file any Report on Form 8-K during the three months
                         ended December 31, 2003.

<PAGE>



                                 (FORM 10-QSB)

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 the reinto duly authorised.

                                BAY RESOURCES LTD.

                                By:     /s/ Joseph I. Gutnick
                                        ----------------------------------------
                                        Joseph I. Gutnick
                                        Chairman of the Board, President and
                                        Chief Executive Officer
                                        (Principal Executive Officer)

                                By:     /s/ Peter Lee
                                        ----------------------------------------
                                        Peter Lee
                                        Peter Lee, Director, Secretary and
                                        Chief Financial Officer
                                        (Principal Financial Officer)

                            Dated February 11, 2004


<PAGE>

                                 EXHIBIT INDEX

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

          31.1          Certification of Chief Executive Officer required by
                         Rule 13a-14(a)/15d-14(a) under the Exchange Act

          31.2          Certification of Chief Financial Officer required by
                         Rule 13a-14(a)/15d-14(a) under the Exchange Act

          32.1          Certification of Chief Executive Officer pursuant to
                         18 U.S.C. Section 1350, as adopted pursuant to Section
                         906 of Sarbanes-Oxley act of 2002

          32.2          Certification of Chief Financial Officer pursuant to
                         18 U.S.C. Section 1350, as adopted pursuant to Section
                         906 of Sarbanes-Oxley act of 2002 (b) The Company did
                         not file any Report on Form 8-K during the three months
                         ended December 31, 2003.



<PAGE>