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

                                  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 SEPTEMBER 30, 2004
                         COMMISSION FILE NUMBER 1-31374



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



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

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                                            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 November 4, 2004
           --------------------------         -------------------------------
           COMMON STOCK, NO PAR VALUE                    1,657,542

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

                          PART I. FINANCIAL INFORMATION
                          -----------------------------
ITEM 1.  FINANCIAL STATEMENTS
         --------------------

                                   BIW LIMITED
             CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
                                   (UNAUDITED)

<TABLE><CAPTION>
                                                       Three Months Ended                  Nine Months Ended
                                                          September 30,                       September 30,
                                                  ----------------------------        ----------------------------
                                                     2004              2003              2004              2003
                                                  ----------        ----------        ----------        ----------
<S>                                               <C>               <C>               <C>               <C>
Operating revenue                                 $2,704,104        $1,835,209        $7,241,861        $4,247,384
                                                  ----------        ----------        ----------        ----------

Operating expenses:
  Operating expenses                               1,806,489           956,006         4,722,133         2,419,544
  Maintenance expenses                               108,424            63,409           360,267           224,131
  Depreciation                                       185,000           182,685           555,000           472,685
  Taxes other than income taxes                      163,795           104,115           435,054           310,643
  Taxes on income                                     85,425           134,109           219,275           170,140
                                                  ----------        ----------        ----------        ----------
Total operating expenses                           2,349,133         1,440,324         6,291,729         3,597,143
                                                  ----------        ----------        ----------        ----------

Operating income                                     354,971           394,885           950,132           650,241

Amortization of prior years'
  deferred income on land dispositions
  (net of income taxes)                                2,835            44,793             8,506           134,379

Other income, net (including allowance
  for funds used during construction of
  $125,107 in 2004 and $58,339 in 2003)               46,590            13,368           157,112            74,062
                                                  ----------        ----------        ----------        ----------

Income before interest expense                       404,396           453,046         1,115,750           858,682

Interest and amortization of debt discount           139,124           103,748           409,851           311,227
                                                  ----------        ----------        ----------        ----------

Net income                                        $  265,272        $  349,298        $  705,899        $  547,455

Retained earnings, beginning                       9,704,360        $9,691,103         9,822,197        $9,984,068
Dividends                                            281,782           245,562           840,246           736,684
                                                  ----------        ----------        ----------        ----------

Retained earnings, ending                         $9,687,850        $9,794,839        $9,687,850        $9,794,839
                                                  ==========        ==========        ==========        ==========

Earnings per share - basic                        $     0.16        $     0.21        $     0.43        $     0.33
                                                  ==========        ==========        ==========        ==========
Earnings per share - diluted                      $     0.16        $     0.20        $     0.42        $     0.32
                                                  ==========        ==========        ==========        ==========
Dividends per share                               $     0.17        $     0.15        $     0.51        $     0.45
                                                  ==========        ==========        ==========        ==========
</TABLE>

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

                                        2
<PAGE>

                                   BIW Limited
                                   -----------
                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------
<TABLE><CAPTION>
                                                                    (Unaudited)
                                                                   September 30,          Dec. 31,
                                                                       2004                 2003
                                                                   ------------         ------------
ASSETS:
-------
<S>                                                                <C>                  <C>
Utility plant                                                      $ 34,913,171         $ 33,213,665
Accumulated depreciation                                             (9,111,206)          (8,578,855)
                                                                   ------------         ------------
Net utility plant                                                    25,801,965           24,634,810
                                                                   ------------         ------------
Other Property                                                          412,819              388,678
                                                                   ------------         ------------

Current Assets:
      Cash and cash equivalents                                          67,966              148,618
      Accounts receivable, net of
       allowance for doubtful accounts                                1,333,016              916,985
      Accrued utility revenue                                           595,627              561,560
      Materials & supplies                                              311,085              280,319
        Prepayments                                                     179,246              302,482
                                                                   ------------         ------------
                  Total current assets                                2,486,940            2,209,964
                                                                   ------------         ------------

Deferred charges                                                        242,737              226,034
Unamortized debt expense                                                404,522               89,242
Regulatory asset - income taxes recoverable                             439,050              439,050
Other assets                                                            496,132              411,691
                                                                   ------------         ------------
                                                                      1,582,441            1,166,017
                                                                   ------------         ------------
                                                                   $ 30,284,165         $ 28,399,469
                                                                   ============         ============
STOCKHOLDERS' EQUITY AND LIABILITIES
------------------------------------
Stockholders' Equity:
      Common Stock, no par value, authorized
      5,000,000 shares; issued and outstanding at 9/30/04 -
      1,657,542 shares; 12/31/03 - 1,637,076 shares                $  2,979,672         $  2,900,913
      Retained earnings                                               9,687,850            9,822,197
                                                                                        ------------
                                                                     12,667,522           12,723,110
                                                                   ------------         ------------

Long-term debt                                                        9,000,000            3,948,000
                                                                   ------------         ------------
Current Liabilities:
      Current portion of long-term debt                                    --                 94,000
      Note payable                                                    2,105,000            4,705,000
      Accounts payable and accrued liabilities                          930,518            1,411,227
                                                                   ------------         ------------
                  Total current liabilities                           3,035,518            6,210,227
                                                                   ------------         ------------

Customers' advances for construction                                    555,371              503,897
Contributions in aid of construction                                  2,485,353            2,454,304
Regulatory liability-income taxes refundable                            134,486              134,486
Deferred income taxes                                                 2,392,023            2,397,034
Deferred income on disposition of land                                   13,892               28,411
                                                                   ------------         ------------
                                                                      5,581,125            5,518,132
                                                                   ------------         ------------

                                                                   $ 30,284,165         $ 28,399,469
                                                                   ============         ============
</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>
                                                                                          Nine Months Ended September 30,
                                                                                        ---------------------------------
Cash flows from operating activities:                                                       2004                 2003
                                                                                        ------------         ------------
<S>                                                                                     <C>                  <C>
      Net income                                                                        $    705,899         $    547,455
                                                                                        ------------         ------------
Adjustments to reconcile net income to net cash provided by operating
      activities:
Depreciation and amortization                                                                645,517              510,007
Amortization of deferred income, net of tax                                                   (8,506)            (134,379)
Deferred income taxes                                                                        (11,024)             (11,025)
                                                                                        ------------         ------------
      Increases and decreases in assets and liabilities:
Accounts receivable and accrued utility revenue                                             (450,098)            (433,316)
Materials and supplies                                                                       (30,766)             (21,500)
Prepayments                                                                                  123,236              (46,689)
Accounts payable and accrued expenses                                                       (480,709)               2,485
                                                                                        ------------         ------------

Total adjustments                                                                           (212,350)            (134,417)
                                                                                        ------------         ------------


Net cash flows provided by operating activities                                              493,549              413,038
                                                                                        ------------         ------------

Cash flows from investing activities:
Net construction expenditures                                                             (1,641,124)          (1,050,638)
Sales of investments                                                                            --                737,141
Other assets and deferred charges, net                                                      (529,581)            (398,182)
                                                                                        ------------         ------------

Net cash flows used in
      investing activities                                                                (2,170,705)            (711,679)
                                                                                        ------------         ------------

Cash flows from financing activities:
      Dividends paid                                                                        (840,246)            (736,684)
      Exercise of stock options                                                               78,750                 --
      Increase in long-term debt                                                           9,000,000              565,000
      Repayment of long-term debt                                                         (4,042,000)             (94,000)
      Advances (repayments) on line of credit, net                                        (2,600,000)                --
                                                                                        ------------         ------------
Net cash flows provided by (used in)
      financing activities:                                                                1,596,504             (265,684)
                                                                                        ------------         ------------

Net decrease in cash & cash equivalents                                                      (80,652)            (564,325)
Cash & cash equivalents, beginning                                                           148,618              663,060
                                                                                        ------------         ------------
Cash & cash equivalents, ending                                                         $     67,966         $     98,735
                                                                                        ============         ============
Supplemental disclosure of cash flow formation:
      Cash paid for
         Interest $                                                                          324,356         $    398,710
         Income taxes                                                                         23,169                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                                                $  1,723,647         $  1,146,503
                  Customers' advances for construction                                       (82,523)             (95,865)
                                                                                        ------------         ------------
                  Capital expenditures, net                                             $  1,641,124         $  1,050,638
                                                                                        ============         ============
</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 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 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, 2003, 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.

                                       5
<PAGE>

                                   BIW Limited
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

            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, 2003.

            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 will slow in the winter months. Accordingly, annualization
of the results of operations for the three months ended September 30, 2004 and
2003 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 - ACQUISITION
--------------------

            On October 31, 2003, Birmingham Utilities purchased from Aqua
America, formerly the Philadelphia Suburban Corporation (PSC) for $4,651,000 all
of the issued and outstanding shares of common stock of Eastern Connecticut
Regional Water Company, Inc., and H2O Services purchased certain non-regulated
assets consisting largely of operating maintenance agreements with various
unregulated water supply systems located in eastern Connecticut and Rhodes Pump
Service, Inc. located in Guilford, Connecticut. The purchase price was funded
through the issuance of long-term debt. See Note 5.

            The acquisition has been accounted for in accordance with Statement
of Financial Accounting Standards No. 141, "Business Combinations." Accordingly,
the cost of the acquisition was allocated to the assets acquired and liabilities
assumed based on estimates of their respective fair values at the date of
acquisition.

            In 2003, Birmingham Utilities entered into a Purchase Agreement with
PSC to purchase all of the issued and outstanding shares of common stock of five
small regulated water companies located in eastern New York. The purchase price
for the New York

                                       6
<PAGE>


                                   BIW Limited
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

operations is $1,000,000 subject to certain adjustments based on changes in rate
base and working capital. These adjustments may not increase the purchase price
by more than $450,000. The closing of this transaction is subject to regulatory
approval. Applications for regulatory approval were filed with the New York
State Public Service Commission in July 2003. A decision is expected in 2004.
See Note 5.


NOTE 4 - WATER SERVICE RATE INCREASE
------------------------------------

            On August 7, 2003, the DPUC granted Birmingham Utilities 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. This rate
increase does not apply to the newly acquired Eastern Division.


NOTE 5 - FIRST MORTGAGE ISSUANCE
--------------------------------

            On April 30, 2004, the Company issued First Mortgage Bonds in the
principal amount of $9,000,000. The bonds carry an interest rate of 5.21%. The
proceeds from the bond issue were used to repay the $4,042,000 outstanding
principal of the existing Mortgage Bonds, which carried an interest rate of
9.64%, repay $4,280,000 of short-term debt used to fund the purchase of the
Connecticut regulated and non-regulated operations from PSC, and may be used to
fund the purchase of the New York operations from PSC.


NOTE 6 - 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                  Nine Months Ended
                                           ----------------------------        ----------------------------
                                             9/30/04           9/30/03          9/30/04            9/30/03
                                           ----------        ----------        ----------        ----------
<S>                                         <C>               <C>               <C>               <C>
Weighted average shares outstanding         1,649,342         1,637,076         1,643,863         1,637,076
 for earnings per share, basic
Incremental shares from assumed
 conversion of stock options                   24,483            31,406            29,553            31,671
                                           ----------        ----------        ----------        ----------

Weighted average shares outstanding
 for earnings per share, diluted            1,673,825         1,668,482         1,673,416         1,668,747
                                           ==========        ==========        ==========        ==========
</TABLE>
                                       7
<PAGE>


                                   BIW Limited
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 7 - 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 nine months               For the nine months
                                               ended September 30,                ended September 30,
                                            -------------------------         -------------------------
                                              2004             2003             2004             2003
                                            --------         --------         --------         --------
<S>                                           <C>              <C>              <C>              <C>
Components of Net Periodic
Benefit Cost:
  Service cost                                43,524           44,638           20,561           20,864
  Interest cost                               72,859           69,472           28,137           26,960
  Expected return on plan assets             (51,141)         (47,468)         (27,728)         (21,822)
Amortization of unrecognized
  transition obligation                        4,404            4,404           19,034           19,034
Amortization of unrecognized
 prior service cost                            3,878            3,878             --               --
Recognized net actuarial loss (gain)           3,842            3,932           (2,066)            --
                                            --------         --------         --------         --------
Net periodic benefit cost                     77,366           78,856           37,938           45,036
                                            ========         ========         ========         ========
</TABLE>

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, 2003 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 internal generation of funds, including rate
relief, as well as the Company's ability to raise capital from external sources.
For the nine months ended September 30, 2004 and 2003, BUI's additions to
utility plant, net of customer advances, were $1,641,124 and $1,050,638
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 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 $7,000,000 1-year, unsecured line of
credit expiring in December 2004. This note replaced the $5,000,000 1-year
unsecured line of credit which expired in October 2003. 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

                                       8
<PAGE>

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.


Results of Operations for the nine months ended and three months ended
----------------------------------------------------------------------
September 30, 2004 and 2003
---------------------------

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

            Net income for the nine months ended September 30, 2004 was $705,899
compared with $547,455 for the same 2003 period. Additional income as a result
of the water service rate increase granted Birmingham Utilities in August 2003,
along with increased activity in H2O Services accounts for the increase. The
increase is partially offset by additional expenses related to the Eastern
Division and lower amortization of deferred income related to land sales. The
increased expenses related to the Eastern Division have a greater impact on the
quarterly results. Net income for the three months ended September 30, 2004 was
$265,272 compared with $349,298 for the comparable 2003 period. This decrease is
due primarily to increased expenses related to the newly acquired Eastern
Division and a decrease in the amortization of deferred income related to land
sales.

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

            Operating revenues for the first nine months of 2004 of $7,241,861
are $2,994,477 above the comparable 2003 period. Increased revenues from
Birmingham Utilities of $1,472,209 includes additional revenue of $637,594 from
the newly acquired Eastern Division, and $834,615 is due to the rate increase.
Increased revenues of $1,522,268 from H2O Services accounts for the balance of
the total increase. Operating revenues for the three month period ended
September 30, 2004 are $868,895 above the comparable 2003 quarter. Birmingham
Utilities accounts for $303,498, which is due to the addition of revenues from
the newly acquired Eastern Division of $106,551 and $196,947 due to the rate
increase. Increased revenues of $565,397 from Birmingham H2O accounts for the
remaining balance of the increase in revenues for the three month period ended
September 30, 2004.

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

            Operating and Maintenance expenses for the first nine months of 2004
of $5,082,400 are $2,438,725 higher than operating and maintenance expenses of
$2,643,675 recorded in the first nine months of 2003. Increased H2O Services
costs of $1,469,613 and additional costs relating to the acquired operations of
the Eastern Division of $820,198 account for part of the increase. The balance
is due to increased costs of Birmingham Utilities related to shareholder
matters, additional amortization of regulatory costs, and higher personnel
costs. The operating and maintenance expenses

                                       9
<PAGE>

for the three month period ended September 30, 2004 exceeded the comparable 2003
period for the same reasons.

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

            Depreciation for the first nine months of 2004 and for the three
month period ended September 30, 2004 were $82,315 and $2,315, higher than the
comparable 2003 period. Depreciation for the newly acquired Eastern Division
began in the third quarter of 2003 which is why the variance for the year is
much greater than the variance for the quarter ended September 30, 2004.

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

            Taxes other than income taxes for the nine month period ended
September 30, 2004 were $124,411 higher than the comparable 2003 period.
Increased payroll taxes as a result of higher wages as well as additional
property taxes as a result of plant additions, including the newly acquired
Eastern Division, account for this increase. Taxes other than income taxes for
the three month period ended September 30, 2004 were $59,680 higher than the
comparable 2003 period. Increased payroll taxes and property taxes also account
for this variance.

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

            Other income for the first nine months of 2004 was $83,050 higher
than the comparable period in 2003. Increased AFUDC relating to Eastern Division
and increased income from the managed water systems, is partially offset by
lower investment income from cash and investments. Other income for the three
month period ended June 30, 2004 was $33,222 higher than the second quarter of
2004. Increased revenues from the managed water systems accounts for the
increase.

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

            Interest Expense of $409,851 recorded in the nine month period ended
September 30, 2004 is $98,624 higher than the comparable 2003 period. The
increase is related to borrowings for the acquisition of the Eastern Division,
which includes borrowing on the line of credit as well as amortization of
closing costs and expenses related to the issuance of the new long term debt.
The interest expense for the three month period ended September 30, 2004 is
$35,376 higher than same period in 2003 also due to increased borrowings as
explained above related to the Eastern Division acquisition.


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.

                                       10
<PAGE>

            The portion of land disposition income applicable to stockholders is
recognized in the year of disposition. There were no land sales in 2004 and
2003.

            Land disposition income applicable to ratepayers is also 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 $8,506 and $134,379 for the nine months ended
September 30, 2004 and 2003, and $2,835 and $44,793 for the three months ended
September 30, 2004 and 2003.

            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, 2003.


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 September 30, 2004. 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.

                                       11
<PAGE>

            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 September
30, 2004.


                           PART II. OTHER INFORMATION

ITEM 6 - EXHIBITS
-----------------

       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:     November 12, 2004
          -----------------
                                       By:  /s/ John S. Tomac
                                       ----------------------------
                                       John S. Tomac, President
                                       (Duly authorized officer, and chief
                                       financial officer)





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