================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    FOR QUARTERLY PERIOD ENDED JUNE 30, 2003
                         COMMISSION FILE NUMBER 1-31374

                                   BIW LIMITED

             (Exact name of registrant as specified in its charter)


             CONNECTICUT                                      04-3617838
             -----------                                      ----------
(State of Incorporation of Organization)               (I.R.S Employer I.D. No.)

    230 BEAVER STREET, ANSONIA, CT                               06401
(Address of principal executive offices)                      (Zip Code)


       Registrant's telephone number, including area code: (203) 735-1888

     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 [X]                 NO [X]

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

                Class                            Outstanding at July 31, 2003
                -----                            ----------------------------
     COMMON STOCK, NO PAR VALUE                            1,637,076

================================================================================
<PAGE>

                          PART I. FINANCIAL INFORMATION
                          -----------------------------

ITEM 1. FINANCIAL STATEMENTS

                                   BIW Limited
                                   -----------
             CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
             -------------------------------------------------------
                                   (UNAUDITED)
                                   -----------
<TABLE><CAPTION>
                                                   Three Months Ended              Six Months Ended
                                                        June 30,                        June 30,
                                                  2003            2002            2003            2002
                                              -----------     -----------     -----------     -----------
<S>                                           <C>             <C>             <C>             <C>
Operating revenue                             $ 1,295,983     $ 1,220,901     $ 2,412,175     $ 2,287,674
                                              -----------     -----------     -----------     -----------
Operating expenses:

  Operating expenses                              733,569         702,037       1,463,538       1,392,080
  Maintenance expenses                             86,562          66,528         160,722         135,948

  Depreciation                                    145,000         137,500         290,000         274,998

  Taxes other than income taxes                   100,939          89,757         206,528         177,921
  Taxes on income                                  35,119          33,009          36,031          37,418
                                              -----------     -----------     -----------     -----------
Total operating expenses                        1,101,189       1,028,831       2,156,819       2,018,365
                                              -----------     -----------     -----------     -----------
Utility operating income                          194,794         192,070         255,356         269,309


Amortization of prior years'
  deferred income on land dispositions
  (net of income taxes)                            44,793          98,694          89,586         197,388

Other income, net (including allowance
  for funds used during construction of
  $46,451 in 2003 and $20,387 in 2002)              5,320          10,205          60,694          55,666
                                              -----------     -----------     -----------     -----------
Income before interest expense                    244,907         300,969         405,636         522,363


Interest and amortization of debt discount        103,738         106,581         207,479         213,166
                                              -----------     -----------     -----------     -----------

Net income                                        141,169         194,388         198,157         309,197


Retained earnings, beginning                    9,795,495      10,016,709       9,984,068      10,146,829

Dividends                                         245,561         245,035         491,122         489,964
                                              -----------     -----------     -----------     -----------
Retained earnings, ending                     $ 9,691,103     $ 9,966,062     $ 9,691,103     $ 9,966,062
                                              ===========     ===========     ===========     ===========

Earnings per share - basic                    $       .09     $       .12     $       .12     $       .19


Earnings per share - diluted                  $       .09     $       .12     $       .12     $       .19


Dividends per share                           $       .15     $       .15     $       .30     $       .30


The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

                                        2
<PAGE>

                                   BIW Limited
                                   -----------
                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------
<TABLE><CAPTION>
                                                              (Unaudited)
                                                                June 30,         Dec. 31,
                                                                  2003             2002
                                                              ------------     ------------
ASSETS:
-------
<S>                                                           <C>              <C>
Utility plant                                                 $ 27,741,571     $ 27,049,864
Accumulated depreciation                                        (8,310,485)      (8,013,941)
                                                              ------------     ------------
Net utility plant                                               19,431,086       19,035,923
                                                              ------------     ------------

Current Assets:
      Cash and cash equivalents                                    320,961          663,060
      Investments                                                                   737,141
      Accounts receivable, net of
       allowance for doubtful accounts                             451,132          457,932
      Accrued utility revenue                                      466,164          434,312
      Materials & supplies                                         141,540          115,568
        Prepayments                                                120,806           16,106
                                                              ------------     ------------
                  Total current assets                           1,500,603        2,424,119
                                                              ------------     ------------

Deferred charges                                                   264,811          120,050
Unamortized debt expense                                            97,367          105,491
Regulatory asset - income taxes recoverable                        342,257          342,257
Other assets                                                       375,804          293,449
                                                              ------------     ------------
                                                                 1,080,239          861,247
                                                              ------------     ------------
                                                              $ 22,011,928     $ 22,321,289
                                                              ============     ============

STOCKHOLDERS' EQUITY AND LIABILITIES
------------------------------------

Stockholders' Equity:

      Common Stock, no par value, authorized
      5,000,000 shares; issued and outstanding at 6/30/03
      and 12/31/02, 1,637,076 shares                          $  2,905,190     $  2,905,190
      Retained earnings                                          9,691,103        9,984,068
                                                              ------------     ------------
                                                                12,596,293       12,889,258
                                                              ------------     ------------

Long-term debt                                                   4,042,000        4,042,000
                                                              ------------     ------------

Current Liabilities:
      Current portion of long-term debt                             94,000           94,000
      Accounts payable and accrued liabilities                     689,954          631,340
                                                              ------------     ------------
                  Total current liabilities                        783,954          725,340
                                                              ------------     ------------

Customers' advances for construction                               450,609          428,684
Contributions in aid of construction                             2,013,522        2,013,522
Regulatory liability-income taxes refundable                       142,059          142,059
Deferred income taxes                                            1,827,610        1,797,075
Deferred income on disposition of land                             155,881          283,351
                                                              ------------     ------------
                                                                 4,589,681        4,664,691
                                                              ------------     ------------

                                                              $ 22,011,928     $ 22,321,289
                                                              ============     ============

The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
                                        3
<PAGE>

                                   BIW Limited
                                   -----------
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                                   (UNAUDITED)
                                   -----------
<TABLE>
                                                                                         Six Months Ended June 30,
Cash flows from operating activities                                                        2003            2002
                                                                                        -----------     -----------
<S>                                                                                     <C>             <C>
      Net income                                                                        $   198,157     $   309,197
                                                                                        -----------     -----------
Adjustments to reconcile net income to net cash provided by operating
      activities:

Depreciation and amortization                                                               311,490         303,154
Amortization of deferred income, net of tax                                                 (89,586)       (197,388)
Deferred income taxes                                                                        (7,350)         (7,350)
      Increases and decreases in assets and liabilities:

Accounts receivable and accrued utility revenue                                             (25,052)        (36,247)
Materials and supplies                                                                      (25,972)        (29,962)
Prepayments                                                                                (104,700)        (84,800)
Accounts payable and accrued expenses                                                        58,613         (53,038)
                                                                                        -----------     -----------

Total adjustments                                                                           117,443        (105,631)
                                                                                        -----------     -----------

Net cash flows provided by operating activities                                             315,600         203,566
                                                                                        -----------     -----------
Cash flows from investing activities:

      Net construction expenditures                                                        (669,782)       (667,487)
      Sale of investments                                                                   737,141            --
      Customer refunds                                                                         --            (4,880)
      Other assets and deferred charges, net                                               (233,936)        (39,726)
                                                                                        -----------     -----------

Net cash flows used in investing activities                                                (166,577)       (712,093)
                                                                                        -----------     -----------

Cash flows from financing activities:

      Dividends paid - net                                                                 (491,122)       (454,450)
                                                                                        -----------     -----------

Net cash flows used in
      financing activities:                                                                (491,122)       (454,450)
                                                                                        -----------     -----------

Net decrease in cash & cash equivalents                                                    (342,099)       (962,977)

Cash and cash equivalents, beginning                                                        663,060       3,039,640
                                                                                        -----------     -----------
Cash and cash equivalents, ending                                                       $   320,961     $ 2,076,663
                                                                                        ===========     ===========

Supplemental disclosure of cash flow information:

      Cash paid for

         Interest                                                                       $   199,355     $   203,886
         Income taxes                                                                   $     9,000     $   108,000

Supplemental disclosure of non-cash investing activities: Birmingham Utilities
      receives contributions of plant from builders and developers. These
      contributions of plant are reported in utility plant and in customers'
      advances for construction. The contributions are deducted from
      construction expenditures by BUI

                  Gross plant, additions                                                    691,707         667,487
                  Customers' advances for construction                                      (21,925)           --
                                                                                        -----------     -----------
                  Capital expenditures, net                                             $   669,782     $   667,487
                                                                                        ===========     ===========

The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
                                        4
<PAGE>

                                   BIW Limited
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

     BIW Limited (the Company), formed in March 2002, is a non-operating holding
company whose income is derived from Birmingham Utilities, Inc. (BUI or
Birmingham Utilities), a specially chartered public service corporation in the
business of collecting and distributing water for domestic, commercial and
industrial uses and fire protection and Birmingham H2O Services, Inc. (BHS or
Birmingham H2O Services), which provides water related services to other water
utilities, contractors and individuals throughout Connecticut. Birmingham
Utilities provides water to Ansonia and Derby, Connecticut and in small parts of
the contiguous Town of Seymour with a population of approximately 31,000 people.
BIW Limited became the holding company for Birmingham Utilities, Inc. pursuant
to an Agreement and Plan of Merger and Share Exchange effective June 28, 2002
(See Note 9).

     Birmingham Utilities is subject to the jurisdiction of the Connecticut
Department of Public Utility Control (DPUC) as to accounting, financing,
ratemaking, disposal of property, the issuance of long-term securities and other
matters affecting its operations. The Connecticut Department of Public Health
(the Health Department or DPH) has regulatory powers over BUI under state law
with respect to water quality, sources of supply, and the use of watershed land.
The Connecticut Department of Environmental Protection (DEP) is authorized to
regulate BUI's operations with regard to water pollution abatement, diversion of
water from streams and rivers, safety of dams and the location, construction and
alteration of certain water facilities. BUI's activities are also subject to
regulation with regard to environmental and other operational matters by
federal, state and local authorities, including, without limitation, zoning
authorities.

     Birmingham Utilities is subject to regulation of its water quality under
the Federal Safe Drinking Water Act (SDWA). The United States Environmental
Protection Agency has granted to the Health Department the primary enforcement
responsibility in Connecticut under the SDWA. The Health Department has
established regulations containing maximum limits on contaminants, which have or
may have an adverse effect on health.

NOTE 1 - QUARTERLY FINANCIAL DATA
---------------------------------

     The accompanying consolidated financial statements of BIW Limited have been
prepared in accordance with accounting principles generally accepted in the
United States of America, without audit, except for the Balance Sheet for the
year ended December 31, 2002, which has been audited. The interim financial
information conforms to the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X and, as applied in the case of rate-regulated public utilities,
complies with the Uniform System of Accounts and ratemaking practices prescribed
by the DPUC. In management's opinion, these consolidated financial statements
include all adjustments (consisting only of normal recurring adjustments)
necessary for a fair presentation of the results of operations for the

                                        5
<PAGE>

interim periods presented. Certain information and footnote disclosures required
by accounting principles generally accepted in the United States of America have
been omitted, pursuant to such rules and regulations; although the Company
believes that the disclosures are adequate to make the information presented not
misleading.

     The Company applies Statement of Financial Accounting Standards No. 123,
"Accounting for Stock Based Compensation" (SFAS 123) to account for its stock
option plans. As permitted by SFAS 123, the Company has chosen to continue to
apply Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued
to Employees" (APB 25) and, accordingly, no compensation cost has been
recognized for stock options in the financial statements.

     For further information, refer to the financial statements and accompanying
footnotes included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2002.

     Birmingham Utilities' business of selling water is to a certain extent
seasonal because water consumption normally increases during the warmer summer
months. Another factor affecting the comparability of various accounting periods
includes the timing of rate increases. BUI has filed an application with the
DPUC to increase its rates and charges in 2003 (See Note 6). In addition,
Birmingham H2O Services' business activities will essentially begin as the
winter period ends. Accordingly, annualization of the results of operations for
the six months ended June 30, 2003 and 2002 would not necessarily accurately
forecast the annual results of each year.

NOTE 2 - PRINCIPLES OF CONSOLIDATION
------------------------------------

     The consolidated financial statements include the accounts of BIW Limited
and its wholly owned subsidiaries Birmingham Utilities, Inc. and Birmingham H2O
Services, Inc. All significant intercompany balances and transactions have been
eliminated in consolidation.

NOTE 3 - RECLASSIFICATIONS
--------------------------

     Certain June 30, 2002 balances have been reclassified to conform to the
June 30, 2003 presentation.

                                        6
<PAGE>

NOTE 4 - CALCULATION OF WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED
---------------------------------------------------------------------

     The following table summarizes the number of common shares used in the
calculation of earnings per share.
<TABLE><CAPTION>
                                                Three Months Ended           Six Months Ended
                                               6/30/03       6/30/02       6/30/03       6/30/02
                                              ---------     ---------     ---------     ---------
<S>                                           <C>           <C>           <C>           <C>
Weighted average shares outstanding
 for earnings per share, basic                1,637,076     1,632,880     1,637,076     1,632,880
Incremental shares from assumed
 conversion of stock options                     31,044        37,026        31,805        36,479
                                              ---------     ---------     ---------     ---------
Weighted average shares outstanding
 for earnings per share, diluted              1,668,120     1,669,906     1,668,881     1,669,359
                                              =========     =========     =========     =========
</TABLE>

NOTE 5 - PURCHASE AND SALE AGREEMENT
------------------------------------

     As of May 19, 2003 BIW Limited's wholly-owned subsidiaries Birmingham
Utilities, Inc. (BUI) and Birmingham H2O Services, Inc. (BHS) entered into a
Purchase Agreement (the Purchase Agreement) with Philadelphia Suburban
Corporation (PSC). The Purchase Agreement provides for the acquisition by BUI of
all of the issued and outstanding shares of common stock of Eastern Connecticut
Regional Water Company, Inc., as well as certain assets used in regulated water
utility operations in Connecticut. BUI will also acquire all of the issued and
outstanding stock of five regulated water companies located in and operating in
the State of New York. Pursuant to the Purchase Agreement, BHS will purchase
certain non-regulated assets that consist largely of operating and maintenance
agreements with respect to various unregulated water supply systems located in
eastern and central Connecticut.

     The aggregate purchase price for the regulated and unregulated Connecticut
operations and the New York operations to be purchased by Birmingham Utilities
and Birmingham H2O Services pursuant to the Purchase Agreement is $5,000,000.
The purchase price is subject to certain adjustments based on changes in the
rate base and working capital of the Connecticut and New York regulated
companies. These adjustments may not increase the purchase price by more than
$1,200,000 in the aggregate.

     On July 31, 2003, PSC purchased the Aqua Source utility and non-utility
systems, which include the Connecticut and New York operations from Aqua Source,
Inc., pursuant to a previously announced purchase agreement among PSC, Aqua
Source and DQE Inc. The sale of the Connecticut and New York regulated
operations to Birmingham Utilities is subject to Connecticut and New York
regulatory approval. Applications for approval were filed with the Connecticut
DPUC on July 3, 2003.

     On August 1, 2003 PSC and Birmingham H2O Services signed a professional
service agreement whereby BHS will operate the Connecticut operations for PSC
until such time that the transaction is approved by the Connecticut and New York
Commissions. A closing will be scheduled shortly after the transactions are
approved.

                                        7
<PAGE>

NOTE 6 - WATER SERVICES RATE APPLICATION
----------------------------------------

     On February 11, 2003, Birmingham Utilities filed an application with the
DPUC for a 34.55 percent water service rate increase designed to provide a
$1,576,183 increase in annual water service revenues. On August 7, 2003, the
DPUC granted the company a 27.74 percent water service rate increase designed to
provide a $1,264,178 annual increase in revenues and a 10.5 percent return on
common equity.

NOTE 7 - FORMATION OF BIRMINGHAM H2O SERVICES, INC.
---------------------------------------------------

     On November 22, 2002, Birmingham H2O Services, Inc., a non-regulated
subsidiary of BIW Limited, was formed. This company provides water related
services to other water utilities, developers and individuals.

NOTE 8 - LAND SALES
-------------------

     On September 27, 2002, Birmingham Utilities sold 27 acres of unimproved
land in Seymour, Connecticut to the State of Connecticut, Department of
Environmental Protection (DEP) for $537,500. The after tax gain on this
transaction amounted to $311,092, of which 16% or $49,775, was allocated by the
DPUC to an account stipulated as an offset to rate base for a period of 40
years. The rate base offset account does not represent a claim by ratepayers on
any asset of BUI. Rather, at the time of BUI's next rate case, the rate base
offset account will be utilized in calculating rate base.

NOTE 9 - CORPORATE RESTRUCTURING
--------------------------------

     On January 17, 2002, Birmingham Utilities, Inc., in accordance with Section
16-47 of the Connecticut General Statutes, filed an application with the DPUC
requesting approval for the establishment of a holding company. The Company
believes the holding company structure will better support business
opportunities that exist in the marketplace and separate these activities from
regulated company activities. On May 8, 2002 the DPUC issued a decision granting
approval of the holding company structure. Shareholders subsequently approved
the holding company structure on June 25, 2002 at BUI's Annual Meeting and on
June 28, 2002 a Certificate of Merger was filed with the Secretary of the State
of Connecticut and became effective.

     In order to implement the plan of merger and share exchange, Birmingham
Utilities, Inc. formed BIW Limited as Birmingham Utilities, Inc.'s wholly-owned
subsidiary. BIW Limited, in turn, formed its own wholly-owned subsidiary,
Birmingham Mergings, Inc. The plan of merger and share exchange was unanimously
approved by the boards of directors of Birmingham Utilities, Inc., BIW Limited
and Birmingham Mergings, Inc., by Birmingham Utilities, Inc. as the sole
stockholder of BIW Limited, and by BIW Limited as the sole stockholder of
Birmingham Mergings, Inc. On June 28, 2002, the following events ocurred:

     o    Birmingham Mergings, Inc. merged with and into Birmingham Utilities,
          Inc. with Birmingham Utilities, Inc. being the surviving corporation;

                                        8
<PAGE>

     o    Each outstanding share of Birmingham Mergings common stock was
          automatically converted into one share of Birmingham Utilities, Inc.
          common stock;

     o    Each previously outstanding share of Birmingham Utilities, Inc. common
          stock was automatically converted into one share of BIW Limited common
          stock; and

     o    Each share of BIW Limited common stock owned by Birmingham Utilities,
          Inc. was automatically cancelled.

Neither the certificate of incorporation of Birmingham Utilities, Inc., nor
Birmingham Utilities, Inc.'s bylaws, was affected by the plan of merger and
share exchange. BIW Limited is governed by its own separate certificate of
incorporation that was filed with the Secretary of State of the State of
Connecticut on March 13, 2002 and by its own separate bylaws. Upon effectiveness
of the merger, each of the directors and officers of Birmingham Utilities, Inc.
also became the directors and officers of BIW Limited.

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

     Management's Discussion and Analysis of the Financial Condition and Results
of Operations contained in the Company's Annual Report on Form 10K for the year
ended December 31, 2002 should be read in conjunction with the comments below.

CAPITAL RESOURCES AND LIQUIDITY

     Completion of Birmingham Utilities' Long Term Capital Improvement Program
will be funded from the proceeds available from the 2001 and 2002 land sales,
the internal generation of funds, including rate relief, as well as the
Company's ability to raise capital from external sources. For the six months
ended June 30, 2003 and 2002, BUI's additions to utility plant, net of customer
advances, were $669,782 and $667,487, respectively (See Statement of Cash
Flows). These additions were financed primarily from proceeds of land sales.

     Birmingham Utilities has outstanding $4,136,000 principal amount of
Mortgage Bonds, due September 1, 2011, issued under its Mortgage Indenture. The
Mortgage Indenture limits the issuing of additional First Mortgage Bonds and the
payment of dividends. It does not, however, restrict the issuance of either long
term or short-term debt, which is either unsecured or secured with liens
subordinate to the lien of the Mortgage Indenture.

     Birmingham Utilities also maintains a $5,000,000 one-year, unsecured
revolving line of credit that expires in October 2003. During the revolving
period, BUI can choose between variable rate options of 30, 60, 90 or 180-day
LIBOR plus 100 basis points or prime. BUI is required to pay interest only
during the revolving period. The loan is

                                        9
<PAGE>

payable in full at maturity. There were no outstanding borrowings on the
revolving line of credit on June 30, 2003.

Results of Operations for the six months ended and three months ended June 30,
------------------------------------------------------------------------------
2003 and 2002
-------------

Net Income
----------

     Net income for the six months ended June 30, 2003 was $198,157 compared
with $309,197 for the same 2002 period. Operating income for the six months
ended June 30, 2003 has decreased $111,040 from the comparable 2002 period.
Deferred income from land sales for the six months ended June 30, 2003 which
decreased $107,802 from the comparable 2002 period principally accounts for the
decline. Net income for the three months ended June 30, 2003 was $141,169
compared with $194,388 for the comparable 2002 period. Operating income for the
second quarter of 2003 is $53,219 below the comparable 2002 period due to the
same reason noted above for the six month period.

Operating Revenues
------------------

     Operating revenues for the first six months of 2003 of $2,412,175 are
$124,501 above the comparable 2002 period. Increased revenues from Birmingham
Utilities accounts for $44,819 of the increase due to higher consumption, while
the remaining increase of $79,682 is attributable to higher revenue from
Birmingham H2O Services. Operating revenues for the three month period ended
June 30, 2003 were $75,082 above the comparable 2002 quarter. Birmingham
Utilities accounts for $2,690 of the increase, while the remaining $72,392 is
attributable to Birmingham H2O Services.

Operating and Maintenance Expenses
----------------------------------

     Operating and Maintenance expenses for the first six months of 2003 of
$1,624,260 are $96,232 higher than operating and maintenance expenses of
$1,528,028 recorded in the first six months of 2002. Increased property,
liability and workers' compensation insurance costs for Birmingham Utilities as
well as the higher operating costs relating to Birmingham H2O Services accounts
for this increase. Somewhat offsetting these increases are lower shareholder
expenses as the Company had incurred higher expenses in 2002 associated with the
formation of BIW Limited. Increases in these expenses, also offset by the
decrease in shareholder expenses, caused operating and maintenance expenses for
the three month period ending June 30, 2003 to exceed the comparable 2002
period.

Depreciation
------------

     Depreciation for the first six months of 2003 and for the three month
period ended June 30, 2003 were $15,002 and $7,500, higher than the comparable
2002 periods due to depreciation relating to plant additions that have continued
throughout 2002 and into the first half of 2003.

                                       10
<PAGE>

Taxes Other Than Income Taxes
-----------------------------

     Taxes other than income taxes for the six month period ended June 30, 2003
were $28,607 higher than the comparable 2002 period. Increased payroll taxes and
property taxes due to new additions to utility plant account for this increase.
Taxes other than income taxes for the three month period ended June 30, 2003
were $11,182 higher than the comparable 2002 period. Increased payroll taxes and
property taxes also account for this variance.

Other Income
------------

     Other income for the first six months of 2003 was $5,028 higher than the
comparable period in 2002. An increase in allowance for funds used during
construction partially offset by lower investment interest income accounts for
this slight increase. Other income for the three month period ended June 30,
2003 was $4,885 lower than the second quarter of 2003. Decreases in investment
interest income also accounts for this decrease.

Interest Expense
----------------

     Interest Expense of $207,479 recorded in the six month period ended June
30, 2003 is $5,687 lower than the comparable 2002 period due to the annual
sinking fund payment relating to Birmingham Utilities' Mortgage Bonds. The
interest expense for the three month period ended June 30, 2003 is $2,843 lower
also because of the sinking fund payment.

Land Dispositions
-----------------

     When Birmingham Utilities disposes of land, any gain recognized, net of
tax, is shared between ratepayers and stockholders based upon a formula approved
by the DPUC.

     The portion of land disposition income applicable to stockholders is
recognized in the year of disposition. There were no land sales in the second
quarter of 2003 and 2002.

     Land disposition income applicable to ratepayers is recognized in the
financial statements as a component of operating income on the line entitled
"Amortization of Deferred Income on Dispositions of Land". These amounts
represent the recognition of income deferred on land dispositions, which
occurred in prior years. The amortization of deferred income on land
dispositions, net of tax, was $89,586 and $197,388 for the six months ended June
30, 2003 and 2002, and $44,793 and $98,694 for the three months ended June 30,
2003 and 2002.

                                       11
<PAGE>

     Recognition of deferred income will continue over time periods ranging from
three to fifteen years, depending upon the amortization period ordered by the
DPUC for each particular disposition except for the 2002 sale in which the
deferred portion will remain as an offset to rate base for a period of 40 years.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------------------------------------------------------------------

     The Company has certain exposures to market risk related to changes in
interest rates. There have been no material changes in market risk since the
filing of the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002.

ITEM 4 - CONTROLS AND PROCEDURES
--------------------------------

     The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in the Company's Exchange
Act reports is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to the Company's management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure based on the definition of "disclosure
controls and procedures" in Rule 13a-15(e). In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

     The Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and the Company's Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures as of June 30, 2003. Based on the foregoing, the Company's Chief
Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures were effective.

     There have been no changes in the Company's internal controls that have
materially affected, or are reasonably likely to materially affect the internal
controls over financial reporting during the quarter ended June 30, 2003.

                                       12
<PAGE>

                           PART II. OTHER INFORMATION
                           --------------------------

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------

     During the quarter ended June 30, 2003, the only matters submitted to a
vote of the holders of the Company's common stock, its only class of voting
stock, were submitted at the Company's Annual Meeting of Shareholders held on
May 7, 2003, as set forth below. There were no broker non-votes on the listed
matters.

(a) Election of Directors - All nominees for Director were elected, as follows:

                                Votes        % O/S         Votes
    Director                     For         Shares       Against
Michael J. Adanti             1,349,581        82          7,772
Mary Jane Burt                1,348,269        82          9,084
James E. Cohen                1,347,980        82          9,373
Alvaro da Silva               1,351,181        82          6,172
Betsy Henley-Cohn             1,348,269        82          9,084
Themis Klarides               1,350,748        82          6,605
Aldore J. Rivers, Jr.         1,351,956        82          5,397
B. Lance Sauerteig            1,351,981        82          5,372
Kenneth E. Schaible           1,351,692        82          5,661
John S. Tomac                 1,351,981        82          5,372

(b)  Approval of Auditors

     Dworken, Hillman, LaMorte & Sterczala, P.C. were approved as independent
auditors for the Company for 2003. Total votes cast were 1,357,353, representing
83% of all outstanding shares. 1,342,208, representing 82% of all outstanding
shares, were cast in favor of the appointment of Dworken, Hillman, LaMorte &
Sterczala, P.C.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------

(a)  Exhibits

     2.1   Purchase Agreement dated May 19, 2003 by and among Birmingham
           Utilities, Inc., Birmingham H2O Services, Inc. and Philadelphia
           Suburban Corporation (incorporated by reference to Exhibit 99.1 to
           the Company's Form 8-K filed May 28, 2003)

     31.1  Certification of CEO pursuant to Section 302 of Sarbanes Oxley Act.

     31.2  Certification of CFO pursuant to Section 302 of Sarbanes Oxley Act.

     32.1  Certification of CEO and CFO pursuant to Section 906 of Sarbanes
           Oxley Act.

(b)  Reports on Form 8-K

     The Company filed a Form 8-K on May 28, 2003 reporting pursuant to Item 5
     thereof that it entered into an agreement with Philadelphia Suburban
     Corporation ("PSC") to purchase certain subsidiaries of PSC and related
     assets.

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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.

                                 BIW Limited

                                 Registrant

Date: August 13, 2003

                                 By:  /s/ John S. Tomac
                                     -----------------------------
                                     John S. Tomac, President
                                     (Duly authorized officer, and chief
                                      financial and accounting officer)











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