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

                                  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 MARCH 31, 2006
                         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 May 5, 2006
                -----                          --------------------------
      COMMON STOCK, NO PAR VALUE                        1,662,079

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<PAGE>

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

ITEM 1.  FINANCIAL STATEMENTS
         --------------------

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

                                                      Three Months Ended
                                                           March 31,
                                                ------------------------------
                                                    2006              2005
                                                ------------      ------------

Operating revenue                               $  2,040,097      $  1,968,436
                                                ------------      ------------

Operating expenses:
  Operating expenses                               1,359,157         1,294,230
  Maintenance expenses                               100,073           142,019
  Depreciation                                       268,751           185,000
  Taxes other than income taxes                      196,302           168,433
  Taxes on income                                    (20,273)            5,887
                                                ------------      ------------
Total operating expenses                           1,904,010         1,795,569
                                                ------------      ------------

Operating income                                     136,087           172,867

Amortization of deferred income
 on land dispositions (net of income taxes)              242             1,241

Other income, net (including allowance
  for funds used during construction of
  $14,318 in 2006 and $17,295 in 2005)                26,468            34,420
                                                ------------      ------------

Income before interest expense                       162,797           208,528

Interest and amortization of debt discount           201,528           154,335
                                                ------------      ------------

Net income (loss)                               $    (38,731)     $     54,193

Retained earnings, beginning                    $  8,740,825      $  9,211,405
Dividends                                            282,553           282,128
                                                ------------      ------------
Retained earnings, ending                       $  8,419,541      $  8,983,470
                                                ============      ============

Earnings (loss) per share, basic                $       (.02)     $        .03
                                                                  ============
Earnings (loss) per share, diluted              $       (.02)     $        .03
                                                                  ============
Dividends per share                             $        .17      $        .17
                                                ============      ============


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

                                       2
<PAGE>

                                   BIW Limited
                                   -----------
                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------

                                                  (Unaudited)
                                                   March 31,         Dec. 31,
                                                     2006              2005
                                                 ------------      ------------
ASSETS:

Utility plant                                    $ 39,345,315      $ 38,736,311
Accumulated depreciation                          (10,252,417)       (9,978,362)
                                                 ------------      ------------
Net utility plant                                  29,092,898        28,757,949
                                                 ------------      ------------
Other property, net                                   543,711           529,837
                                                 ------------      ------------

Current Assets:
      Accounts receivable, net of
       allowance for doubtful accounts                936,284         1,193,815
      Accrued utility revenue                         575,300           552,125
      Materials & supplies                            394,281           386,946
        Prepayments                                   313,848            44,821
                                                 ------------      ------------
                  Total current assets              2,219,713         2,177,707
                                                 ------------      ------------

Deferred charges                                      137,613           137,007
Unamortized debt expense                              317,684           333,444
Regulatory asset-income taxes recoverable             473,851           473,851
Other assets                                          355,123           332,225
                                                 ------------      ------------
                                                    1,284,271         1,276,527
                                                 ------------      ------------
                                                 $ 33,140,593      $ 32,742,020
                                                 ============      ============

STOCKHOLDERS' EQUITY AND LIABILITIES

Stockholders' Equity:
      Common stock, no par value, authorized
      5,000,000 shares; issued and outstanding
      1,662,079 at 3/31/06 and 12/31/05          $  2,987,704      $  2,987,704
      Retained earnings                             8,419,541         8,740,825
                                                 ------------      ------------
                                                   11,407,245        11,728,529
                                                 ------------      ------------

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

Current Liabilities:
      Note payable                                  5,605,000         4,755,000
      Accounts payable and accrued liabilities        545,431           669,212
                                                 ------------      ------------
                  Total current liabilities         6,150,431         5,424,212
                                                 ------------      ------------

Customers' advances for construction                  436,186           438,631
Contributions in aid of construction                3,101,165         3,101,165
Regulatory liability-income taxes refundable          119,340           119,340
Deferred income taxes                               2,926,043         2,929,554
Deferred income on disposition of land                    183               589
                                                 ------------      ------------
                                                    6,582,917         6,589,279
                                                 ------------      ------------

                                                 $ 33,140,593      $ 32,742,020
                                                 ============      ============

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

                                       3
<PAGE>

                                   BIW Limited
                                   -----------
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                                   (UNAUDITED)
<TABLE><CAPTION>
                                                                               Three Months
                                                                              Ended March 31,
                                                                       ----------------------------
                                                                          2006              2005
                                                                       ----------        ----------
<S>                                                                    <C>               <C>
 Cash Flows From Operating Activities
      Net income (loss)                                                $  (38,731)       $   54,193
                                                                       ----------        ----------
Adjustments to reconcile net income (loss) to
      net cash provided by operating activities:
Depreciation and amortization                                             284,511           197,658
Amortization of deferred income, net of tax                                  (242)           (1,241)
Deferred income taxes                                                      (3,675)           (3,675)
      Increases and decreases in assets
      and liabilities:
Accounts receivable and accrued utility revenue                           234,355           183,454
Materials and supplies                                                     (7,335)          (44,867)
Prepayments                                                              (269,026)         (114,254)
Accounts payable and accrued liabilities                                 (123,781)           33,212
                                                                       ----------        ----------

Total adjustments                                                         114,807           250,287
                                                                       ----------        ----------

Net cash flows provided by
       operating activities                                                76,076           304,480
                                                                       ----------        ----------
Cash flows from investing activities:
      Net capital expenditures                                           (633,823)         (722,349)
      Sale of assets                                                       13,804            41,050
      Other assets and deferred charges, net                              (23,504)         (156,596)
                                                                       ----------        ----------

Net cash flows used in investing activities                              (643,523)         (837,895)
                                                                       ----------        ----------

Cash flows from financing activities:
      Dividends paid                                                     (282,553)         (282,128)
      Borrowings under line of credit                                     850,000           850,000
                                                                       ----------        ----------

Net cash flows provided by
       financing activities:                                              567,447           567,872
                                                                       ----------        ----------

Net  increase (decrease) in cash and cash equivalents                           0            34,457
Cash and cash equivalents, beginning                                            0                 0
                                                                       ----------        ----------
Cash and cash equivalents, ending                                      $        0        $   34,457
                                                                       ==========        ==========

Supplemental disclosure of cash flow information:
      Cash paid for
         Interest                                                      $   68,543        $   24,455
         Income taxes                                                           0            76,900

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                                $  631,378        $  733,023
                  Customers' advances for construction                      2,445           (10,674)
                                                                       ----------        ----------
                  Capital expenditures, net                            $  633,823        $  722,349
                                                                       ==========        ==========
</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, 2005, 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

                                        5
<PAGE>

omitted, pursuant to such rules and regulations; although the Company believes
that the disclosures are adequate to make the information presented not
misleading.

     On January 1, 2006, the Company adopted Statement of Financial Accounting
Standards No. 123R, "Share-Based Payment" (SFAS 123R) utilizing the modified
prospective transition method. SFAS 123R requires employee stock options to be
valued at fair value on the date of grant and charged to expense over the
applicable vesting period. Under the modified prospective method, compensation
expense is recognized for all share based payments issued on or after January 1,
2006 and for all share payments issued to employees prior to January 1, 2006
that remain unvested. The adoption of SFAS 123R did not have a material impact
on the Company's results of operations for the three months ended March 31,
2006.

     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, 2005.

     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 March 31, 2006 and 2005 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 - RATE RELIEF REQUEST
----------------------------

In May 2006, Birmingham Utilities intends to file an application with the
Department of Public Utility Control seeking a water service rate increase for
all its regulated operations. As part of the water service rate application, BUI
will be requesting that Birmingham Utilities Eastern Division regulated
operations be combined with Birmingham Utilities Ansonia Division regulated
operations for ratemaking purposes. BUI's Ansonia Division last received full
rate relief in 2003 while its Eastern Division's last rate case was in 1997. As
part of that application, Birmingham Utilities will be seeking to earn on
approximately $10,000,000 in rate base additions since 2003, which includes the
rate base of the Eastern Division acquired in 2003. In addition, BUI will be
seeking to recover increases in operating costs as well as increases in
depreciation expense and property taxes. BUI expects this rate application to be
adjudicated sometime during the fourth quarter of 2006.

                                        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.

                                                        Three Months Ended
                                                       3/31/06       3/31/05
                                                      ---------     ---------
Weighted average shares outstanding
 for earnings per share, basic                        1,662,079     1,658,244
Incremental shares from assumed
 conversion of stock options                             14,527        18,734
                                                      ---------     ---------
Weighted average shares outstanding
 for earnings per share, diluted                      1,676,606     1,676,978
                                                      =========     ==========



NOTE 5 - 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 three months              For the three months
                                                 ended March 31,                   ended March 31,
                                              2006             2005             2006             2005
                                            --------         --------         --------         --------
<S>                                         <C>              <C>              <C>              <C>
Components of net periodic benefit cost:
  Service cost                              $ 17,332         $ 24,554         $  7,279         $  7,254
  Interest cost                               29,737           27,451           11,123           10,457
  Expected return on plan assets             (22,850)         (19,927)         (11,514)         (10,501)
Amortization of unrecognized
  transition obligation                        1,468            1,468            6,345            6,345
Amortization of unrecognized
 prior service cost                            1,293            1,293             --               --
Recognized net actuarial loss (gain)             953            1,640              (49)             (40)
                                            --------         --------         --------         --------
Net periodic benefit cost                   $ 27,933         $ 36,479         $ 13,184         $ 13,515
                                            ========         ========         ========         ========
</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, 2005 should be read in conjunction with the comments below.

                                        7
<PAGE>

     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 16 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-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 three
months ended March 31, 2006 and 2005, BUI's additions to utility plant, net of
customer advances, were $633,823 and $722,349 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 $7,000,000 1-year, unsecured line of credit,
which was extended in April 2006 and will expire in July 2006. 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. The Company is in compliance with
all covenants as of March 31, 2006.

                                        8
<PAGE>

Results of Operations for the Three Months Ended March 31, 2006 and 2005
------------------------------------------------------------------------

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

     Operating revenues of $2,040,097 for the first three months of 2006 are
$71,661 higher than the comparable 2005 period. Increased revenues of $23,195
from Birmingham Utilities Eastern Division regulated operations due to growth in
customer base accounts for part of the increase. Although the Ansonia Division
regulated operations received a pass through rate increase of 4.4% effective
January 25, 2006, this was more than offset by decreased consumption.

     H2O Services had increased revenues of $29,548 due to new maintenance
contracts obtained in Eastern Connecticut. In addition, H2O Services' Rhodes
Pump business had increased revenues of $17,151 in 2006 over the same 2005
period due to increased demand for services.

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

     Operating and maintenance expenses for the first three months of 2006 of
$1,459,230 are 2% higher than comparable costs for the first three months of
2005. Increased purchased water costs and power costs in the regulated
operations are offset by decreased maintenance expenses due to operating
efficiencies achieved through capital improvements. Operating expenses for H2O
Services increased due to additional maintenance contracts obtained in Eastern
Connecticut as well as increased volume for the Rhodes Pump Service business in
2006 when compared with 2005.

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

     Depreciation for the first three months of 2006 of $268,751 is $83,751
higher than the comparable 2005 period, due to substantial plant additions and
improvements made over the last two years.

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

     Taxes other than income taxes for the three month period ended March 31,
2006 is $27,869 higher than the comparable 2005 period. An increase in payroll
taxes in 2006 as a result of higher wages as well as increased municipal
property taxes as a result of plant additions and improvements accounts for this
increase.

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

     Other income for the first three months of 2006 of $26,468 is $7,952 lower
than the comparable three month period in 2005. Decreased AFUDC due to smaller
capital projects accounts for the difference.

                                        9
<PAGE>

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

     Interest expense of $201,528 recorded in the first three months of 2006 is
$47,193 higher than the comparable 2005 period. The increase in short term
borrowings as well as higher interest rates account for the additional expense.

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, 2005.

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.

     As of March 31, 2006, 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 March 31, 2006.

     There have been no changes in the Company's internal control over financial
reporting during the quarter ended March 31, 2006 that have materially affected,
or are reasonably likely to materially affect the Company internal control over
financial reporting.

                           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

                                       10
<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: May 15, 2006

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























                                       11