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                                  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 THE QUARTERLY PERIOD ENDED JUNE 30, 2007
                         COMMISSION FILE NUMBER 1-31374

                                   BIW LIMITED
                                   -----------
             (Exact name of registrant as specified in its charter)

              Connecticut                                     04-3617838
              -----------                                     ----------
(State of Incorporation or 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 a large accelerated filer,
an accelerated filer, or non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

LARGE ACCELERATED FILER [ ]   ACCELERATED FILER [ ]   NON-ACCELERATED FILER [X]

     Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). YES [ ] 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 August 7, 2007
              -----                            -----------------------------
     COMMON STOCK, NO PAR VALUE                          1,679,579
================================================================================
<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,
                                                  2007           2006           2007           2006
                                                  ----           ----           ----           ----
<S>                                            <C>            <C>            <C>            <C>
Operating revenue                              $2,522,146     $2,428,901     $4,827,037     $4,468,998
                                               ----------     ----------     ----------     ----------

Operating expenses:
  Operating expenses                            1,519,471      1,480,457      2,868,462      2,839,614
  Maintenance expenses                            118,095        123,908        223,989        223,981
  Depreciation                                    273,750        268,751        547,500        537,502

  Taxes other than income taxes                   159,299        147,439        362,114        343,741
  Taxes on income                                  56,513         72,904         98,225         52,631
                                               ----------     ----------     ----------     ----------
Total operating expenses                        2,127,128      2,093,459      4,100,290      3,997,469
                                               ----------     ----------     ----------     ----------

Operating income                                  395,018        335,442        726,747        471,529

Other income, net (including allowance
  for funds used during construction of
  $20,000 in 2007 and $35,551 in 2006)             23,264         34,241         60,009         60,951
                                               ----------     ----------     ----------     ----------

Income before interest expense                    418,282        369,683        786,756        532,480

Interest and amortization of debt discount        277,842        190,996        540,414        392,524
                                               ----------     ----------     ----------     ----------

Net income                                        140,440        178,687        246,342        139,956

Retained earnings, beginning                    8,075,812      8,419,541      8,254,588      8,740,825
Dividends                                         284,679        282,979        569,357        565,532
                                               ----------     ----------     ----------     ----------

Retained earnings, ending                      $7,931,573     $8,315,249     $7,931,573     $8,315,249
                                               ==========     ==========     ==========     ==========

Earnings per share - basic                     $      .08     $      .11     $      .15     $      .08
                                               ==========     ==========     ==========     ==========

Earnings per share - diluted                   $      .08     $      .11     $      .15     $      .08
                                               ==========     ==========     ==========     ==========

Dividends per share                            $      .17     $      .17     $      .34     $      .34
                                               ==========     ==========     ==========     ==========
</TABLE>

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

                                        2
<PAGE>

                                   BIW Limited
                           CONSOLIDATED BALANCE SHEETS
<TABLE><CAPTION>
                                                   (Unaudited)
                                                     June 30,        Dec. 31,
                                                       2007            2006
                                                   ------------    ------------
<S>                                                <C>             <C>
ASSETS:

Utility plant                                      $ 44,030,434    $ 42,628,195
Accumulated depreciation                            (11,347,873)    (10,805,946)
                                                   ------------    ------------
Net utility plant                                    32,682,561      31,822,249
                                                   ------------    ------------
Other property, net                                     494,747         501,927
                                                   ------------    ------------

Current Assets:
      Accounts receivable, net of
       allowance for doubtful accounts                1,111,392       1,179,559
      Accrued utility revenue                           717,350         664,482
      Materials & supplies                              445,334         312,766
        Prepayments                                     225,082           8,135
                                                   ------------    ------------
                  Total current assets                2,499,158       2,164,942
                                                   ------------    ------------

Deferred charges                                        124,841         137,007
Unamortized debt expense                                246,135         276,999
Regulatory asset-income taxes recoverable               672,803         672,803
Other assets                                          1,009,026         910,847
                                                   ------------    ------------
                                                      2,052,805       1,997,656
                                                   ------------    ------------
                                                   $ 37,729,271    $ 36,486,774
                                                   ============    ============

STOCKHOLDERS' EQUITY AND LIABILITIES

Stockholders' Equity:
      Common stock, no par value, authorized
      5,000,000 shares; issued and outstanding
      1,674,579 at 6/30/07 and 12/31/06            $  3,125,329    $  3,125,329
      Additional paid in capital                         14,832          14,832
      Retained earnings                               7,931,573       8,254,588
                                                   ------------    ------------

                                                     11,071,734      11,394,749
                                                   ------------    ------------

Long-term debt                                        9,000,000       9,000,000
                                                   ------------    ------------

Current Liabilities:
      Note payable                                    8,880,000       7,330,000
      Accounts payable and accrued liabilities        1,182,393       1,249,576
                                                   ------------    ------------
                  Total current liabilities          10,062,393       8,579,576
                                                   ------------    ------------

Customers' advances for construction                    607,288         611,413
Contributions in aid of construction                  3,303,759       3,209,589
Accumulated provision for pension
  and postretirement benefits                           245,557         245,557
Regulatory liability-income taxes refundable            111,768         111,768
Deferred income taxes                                 3,326,772       3,334,122
                                                   ------------    ------------
                                                      7,595,144       7,512,449
                                                   ------------    ------------

                                                   $ 37,729,271    $ 36,486,774
                                                   ============    ============
</TABLE>

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

                                        3
<PAGE>

                                   BIW Limited
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE><CAPTION>
                                                                      Six Months Ended June 30,
Cash flows from operating activities                                   2007              2006
                                                                       ----              ----
<S>                                                                <C>               <C>
      Net income                                                   $    246,342      $    139,956
                                                                   ------------      ------------
Adjustments to reconcile net income to net
  cash provided by operating activities:
Depreciation and amortization                                           547,500           569,021
Amortization of deferred income, net of tax                                --                (242)
Deferred income taxes                                                    (7,350)           (7,350)
  Increases and decreases in assets and liabilities:
Accounts receivable and accrued utility revenue                          15,299           (48,694)
Materials and supplies                                                 (132,568)          (12,492)
Prepayments                                                            (216,947)         (180,490)
Accounts payable and accrued expenses                                   (67,183)          230,576
                                                                   ------------      ------------

Total adjustments                                                       138,751           550,329
                                                                   ------------      ------------

Net cash flows provided by operating activities                         385,093           690,285
                                                                   ------------      ------------

Cash flows from investing activities:
      Capital expenditures - utility plant                           (1,312,194)       (1,287,887)
      Capital expenditures - other property                                (320)          (22,974)
      Sales of utility plant                                              1,927            14,010
      Other assets and deferred charges                                 (55,149)          (77,902)
                                                                   ------------      ------------

Net cash flows used in investing activities                          (1,365,736)       (1,374,753)
                                                                   ------------      ------------

Cash flows from financing activities:
      Dividends paid                                                   (569,357)         (565,532)
      Advances on line of credit                                      1,550,000         1,250,000
                                                                   ------------      ------------
Net cash flows provided by
      financing activities                                              980,643           684,468
                                                                   ------------      ------------

Net change in cash & cash equivalents                                      --                --
Cash and cash equivalents, beginning                                       --                --
                                                                   ------------      ------------
Cash and cash equivalents, ending                                  $       --        $       --
                                                                   ============      ============

Supplemental disclosure of cash flow information:
      Cash paid for
         Interest $                                                     506,325      $    360,903
         Income taxes                                                     9,000             9,000

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                              1,402,239      $  1,287,887
                  Customers' advances for construction                   90,045              --
                                                                   ------------      ------------
                  Capital expenditures, net                        $  1,312,194      $  1,287,887
                                                                   ============      ============
</TABLE>

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

                                        4
<PAGE>

                                   BIW Limited
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

     BIW Limited (BIW or the Company) is the parent company of (i) Birmingham
Utilities, Inc. and its wholly-owned subsidiary Eastern Connecticut Regional
Water Company, Inc. (Eastern Division), (collectively BUI or Birmingham
Utilities), a regulated public water service company that provides water service
to customers in various cities and towns in Connecticut and (ii) Birmingham H2O
Services, Inc. (BHS or H2O Services), which provides non-regulated water-related
services to other water utilities, municipalities, contractors and individuals
throughout Connecticut.

     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.

     In addition, 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, 2006, 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 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.

     In the first quarter of 2006, the Company adopted Statement of Financial
Accounting Standards No. 123R, "Share-Based Payment" (SFAS 123R) using the
modified prospective method. Under

                                        5
<PAGE>

the modified prospective method, compensation cost is recognized for all
share-based payments granted after the adoption of SFAS 123R and for all awards
granted to employees prior to the adoption date of SFAS 123R that were unvested
on the adoption date. Accordingly, no restatements were made to prior periods.
Prior to the adoption of SFAS 123R, the Company applied 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 had chosen to apply Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" in accounting for its employee stock
compensation plans. Accordingly, no compensation expense was recognized for its
employee stock option issuances, as stock options were issued with an exercise
price at least equal to the closing price at the date of grant.

     In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans, an Amendment of FASB
Statements No. 87, 88, 106, and 132(R)" (SFAS 158). SFAS 158 requires companies
to recognize the overfunded or underfunded status of a defined benefit
postretirement plan as an asset or liability in its balance sheet and to
recognize changes in the funded status in the year in which the changes occur
through comprehensive income. SFAS 158 also requires the funded status of a plan
to be measured as of the balance sheet date. The Company adopted the provisions
of SFAS 158 effective December 31, 2006. The adoption of SFAS 158 did not have a
material impact on the Company's 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, 2006.

     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. In addition, H2O Services' business
activities slow in the winter months. Accordingly, annualization of the results
of operations for the three and six months ended June 30, 2007 and 2006 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 - PLAN OF MERGER

     On June 29, 2007, BIW Limited entered into an Agreement and Plan of Merger
with South Central Connecticut Regional Water Authority (RWA) and RWA 21, Ltd.
The Agreement and Plan of Merger provides that, upon the terms and subject to
the conditions set forth in the Agreement and Plan of Merger, RWA21, Ltd. will
merge with and into BIW Limited, and BIW Limited will become a wholly-owned
subsidiary of RWA. At the effective time and as a result

                                        6
<PAGE>

of the merger, each share of BIW Limited common stock that is outstanding at the
effective time of the merger will be converted into the right to receive $23.75
in cash, resulting in aggregate consideration of approximately $40 million. On
June 29, 2007, in connection with the Agreement and Plan of Merger, BIW, Eastern
Connecticut Regional Water Company, Inc. (ECRWC), an indirect, wholly-owned
subsidiary of BIW Limited, and The Connecticut Water Company (CWC) entered into
an Asset Purchase Agreement pursuant to which CWC agreed to purchase certain
assets and to assume certain liabilities of ECRWC including assets that RWA is
not lawfully permitted to acquire in connection with the merger. The purchase
price for these assets is $3,490,000 to be paid in cash. The closing of the sale
of assets pursuant to the Asset Purchase Agreement is conditioned upon the
simultaneous consummation of the merger pursuant to the Agreement and Plan of
Merger. The transaction is subject to approval by the shareholders of the
Company, the Representative Policy Board of the RWA, and the State of
Connecticut Department of Public Utility Control (DPUC). On July 13, 2007, the
Company filed a joint application with the RWA and with CWC to the DPUC
requesting approval of the transaction. On July 18, 2007, the RWA filed an
application with the Representative Policy Board for similar approval. The
Company plans to issue a proxy statement in August 2007 to all shareholders and
a September 26, 2007 shareholder meeting has been scheduled to vote on the
transaction.

NOTE 4 - WATER SERVICE RATE INCREASE

     On November 27, 2006, the DPUC granted Birmingham Utilities a 16.2 percent
water service rate increase designed to provide a $1,172,148 annual increase in
revenues and a 10.2 percent ratemaking cost of common equity. The rate order
allowed BUI to combine its Ansonia and Eastern divisions for ratemaking
purposes.

     In October 2005, the Ansonia division of Birmingham Utilities filed an
application with the DPUC for a 4.4%, $258,655 water service rate increase to
account specifically for increases in purchased water costs and property taxes.
This limited rate filing is allowed under Section 16-32c of the Connecticut
General Statutes. The DPUC granted BUI's request in its entirety in January
2006.

NOTE 5 - 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>
                                            Six Months Ended           Three Months Ended
                                          6/30/07      6/30/06        6/30/07      6/30/06
                                        ----------   ----------     ----------   ----------
<S>                                     <C>          <C>            <C>          <C>
Weighted average shares outstanding
 for earnings per share, basic           1,674,579    1,662,797      1,674,579    1,663,508

Incremental shares from assumed
 conversion of stock options                 6,052       13,569          6,485       12,623
                                        ----------   ----------     ----------   ----------

Weighted average shares outstanding
 for earnings per share, diluted         1,680,631    1,676,366      1,681,064    1,676,131
                                        ==========   ==========     ==========   ==========
</TABLE>

                                        7
<PAGE>

NOTE 6 - PENSION AND OTHER POSTRETIREMENT BENEFITS

Net periodic pension and other postretirement benefit costs include the
following components:

<TABLE><CAPTION>
                                               Pension Benefits         Postretirement Benefits
                                              for the six months          for the six months
                                                ended June 30,              ended June 30,
                                              2007          2006          2007          2006
                                            --------      --------      --------      --------
<S>                                         <C>           <C>           <C>           <C>
Components of net periodic benefit cost:
  Service cost                                36,842      $ 34,664      $ 14,606      $ 14,558
  Interest cost                               60,534        59,474        23,902        22,246
  Expected return on plan assets             (52,246)      (45,700)      (26,294)      (23,028)
Amortization of unrecognized
  transition obligation                        2,936         2,936        12,690        12,690
Amortization of unrecognized
 prior service cost                            2,586         2,586          --            --
Recognized net actuarial loss (gain)            --           1,906          --             (98)
                                            --------      --------      --------      --------
Net periodic benefit cost                   $ 50,652      $ 55,866      $ 24,904      $ 26,368
                                            ========      ========      ========      ========
</TABLE>

NOTE 7 - CONTINGENCIES

In the ordinary course of business, the Company is subject to claims and legal
proceedings. In the opinion of management, these matters will not have a
material adverse impact on the operations of the Company.

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, 2006 should be read in conjunction with the comments below.

     Birmingham Utilities, a regulated public water service company, collects
and distributes water for domestic, commercial and industrial uses and fire
protection in the Naugatuck Valley towns of Ansonia, Derby and small parts of
Seymour, Connecticut. The Company refers to this operation as its Ansonia
Division. Water service is also provided for domestic and commercial use in 33
satellite water operations in 15 towns in eastern Connecticut, which form BUI's
Eastern Division. This division, which was acquired in 2003, was the former
Eastern Connecticut Regional Water Company, Inc.

     H2O Services, the Company's non-regulated subsidiary, offers a consumer
protection program for residential service lines and provides water related
services to other water utilities, municipalities, contractors and individuals
throughout Connecticut. H2O Services operates from both the Ansonia and Eastern
Divisions as well as from another location in Guilford, CT. Non-regulated
operations from the Ansonia Division principally relate to construction
activities including the installation of water mains, services and other water
related infrastructure. Non-

                                        8
<PAGE>

regulated operations at the Eastern Division principally relate to the operation
of other water systems not owned by the Company through contract operations.
Non-regulated operations from our Guilford, CT location relate to Rhodes Pump
Service, a residential pump and filter services business.

CAPITAL RESOURCES AND LIQUIDITY

     Completion of Birmingham Utilities' Long Term Capital Improvement Program
will be funded from the internal generation of funds, including rate relief, as
well as BUI's ability to raise capital from external sources. For the six months
ended June 30, 2007 and 2006, BUI's additions to utility plant, net of customer
advances, were $1,312,194 and $1,287,887 respectively (See Statement of Cash
Flows).

     Birmingham Utilities has outstanding a series of first mortgage bonds in
the amount of $9,000,000 due on April 15, 2011, issued under its Mortgage
Indenture. The bonds carry an interest rate of 5.21%. The terms of the indenture
provide, among other things, limitations on (a) payment of cash dividends; and
(b) incurrence of additional bonded indebtedness. Interest is payable
semi-annually on the 15th day of April and October.

     Note Payable consists of a $9,000,000 unsecured line of credit, which will
expire in September 2007. During the revolving period, Birmingham Utilities 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 only interest during the revolving
period. The principal is payable in full at maturity. The line of credit
requires the maintenance of certain financial ratios and net worth of
$7,500,000. BUI was in compliance with all covenants as of June 30, 2007. The
Company believes that it will be able to extend or replace the existing line of
credit upon its expiration.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED AND THREE MONTHS ENDED
JUNE 30, 2007 AND 2006

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

     Net income for the six months ended June 30, 2007 was $246,342 compared
with $139,956 for the same 2006 period. The increase is primarily due to the
16.2% rate increase granted to Birmingham Utilities, which became effective on
November 27, 2006. Net income for the three months ended June 30, 2007 was
$140,440 compared with $178,687 for the comparable 2006 period. The impact of
the rate increase was offset by a decrease in H2O Services income in the second
quarter of 2007 compared with 2006 due to the timing of a number of large jobs
that are scheduled to be completed and billed in the third and fourth quarters
of 2007.

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

     Operating revenues for the first six months of 2007 of $4,827,037 were 8%
or $358,039 higher than the comparable 2006 period. An increase of $469,701 for
the regulated operations

                                        9
<PAGE>

due to the 16.2% rate increase was partially offset by decreased revenues of
$111,662 from H2O Services.

     H2O Services revenues decreased by $111,662 due in part to a decline in
Rhodes Pump Service revenues of $30,594 due to less demand for services. The
balance of the decline in H2O Services is attributable to the timing of work in
the Naugatuck Valley. Large jobs are expected to be completed and billed in the
third and fourth quarters of 2007.

     Operating revenues for the three months ended June 30, 2006 were $93,245 or
4% higher than the comparable 2006 period. Increased revenues of $164,984 from
the regulated operations were offset by lower H2O Services revenues of $71,739.

     H2O Services revenues decreased by $71,739 for the three month period ended
June 30, 2007 as compared with the same period in 2006. Increased revenues due
to more contract work done in the Eastern Division of $50,617 was more than
offset by lower revenues of $126,436 due to the timing of contract work done in
the Naugatuck Valley.

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

     Operating and Maintenance expenses for the first six months of 2007 of
$3,092,451 were $28,856 higher than operating and maintenance expenses of
$3,063,595 recorded in the first six months of 2006. Increased purchased water
and power costs in the regulated operations were offset by decreased salary
expense due to a smaller workforce achieved through a combining of positions in
the two divisions as well as lower H2O Services expenses due to less activity.
The operating and maintenance expenses for the three month period ended June 30,
2007 are slightly higher than the comparable 2006 period for the same reasons
noted above.

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

     Depreciation expense of $547,500 for the first six months of 2007 was
$9,998 higher than the comparable 2006 period, due to plant additions and
improvements made over the last two years. Depreciation expense for the three
month period ended June 30, 2007 was $4,999 higher than the comparable 2006
period for the same reason as noted above.

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

     Taxes other than income taxes for the six month period ended June 30, 2007
were $18,373 higher than the comparable 2006 period. Increased municipal
property taxes as a result of plant additions and improvements accounts for this
increase. Taxes other than income taxes for the three month period ended June
30, 2007 are $11,860 higher for the same reason as noted above.

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

     Other income for the first six months of 2007 was flat compared to the
comparable period in 2006. Other income for the three month period ended June
30, 2007 was $10,977 lower than the second quarter of 2006. Decreased AFUDC
relating to long term capital projects is the reason for the decrease.

                                       10
<PAGE>

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

     Interest expense of $540,414 recorded in the six month period ended June
30, 2007 is $147,890 higher than the comparable 2006 period. Increased borrowing
on the line of credit as well as higher variable interest rates on the line of
credit accounts for the difference. Interest expense for the three month period
ended June 30, 2007 is $86,846 higher than same period in 2006 also due to
increased borrowings and higher interest rates as noted above.


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, 2006.

ITEM 4T. 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.

     As of June 30, 2007, 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. 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 as of June 30, 2007.

     There have been no changes in the Company's internal control over financial
reporting during the quarter ended June 30, 2007 that have materially affected,
or are reasonably likely to materially affect the Company internal control over
financial reporting.

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<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On July 3, 2007, Dream Developers of Cape Cod, Inc. filed an action against BIW
Limited and its subsidiaries in Connecticut Superior Court (Judicial District of
Middlesex) seeking to recover an alleged overpayment that it claims it made to
the Company in connection with the provision of water service to its residential
development in Middlefield, Connecticut. Dream Developers also seeks to recover
damages on various contract and tort theories, including for claimed lost or
delayed sales and damage to its reputation. The Company is defending the claim
and intends to pursue a claim for additional costs it incurred in connection
with the provision of water service to the development that Dream Developers has
failed to pay.

ITEM 5. OTHER INFORMATION

On June 29, 2007, in connection with entering into an Agreement and Plan of
Merger with the South Central Connecticut Regional Water Authority and its
subsidiary RWA21, Ltd., BIW Limited and its directors entered into a Voting
Agreement with the South Central Connecticut Regional Water Authority pursuant
to which each member of the BIW board of directors agreed to vote his or her
shares (representing approximately 22% of BIW Limited's outstanding common
stock) in favor of the Agreement and Plan of Merger. The foregoing description
of the Voting Agreement does not purport to be complete and is qualified in its
entirety by reference to the Voting Agreement, a copy of which is filed as an
Exhibit 10.1 hereto and incorporated herein by reference.

ITEM 6. EXHIBITS

10.1  Voting Agreement
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



                                   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 14, 2007

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


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