content: UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
  
                              FORM 8-K
  
                           CURRENT REPORT
                 Pursuant to Section 13 OR 15(d) of
                 The Securities Exchange Act of 1934
  
            Date of Report (Date of earliest event reported):
                              May 24, 2005
  
  
                         BayCorp Holdings, Ltd.
          -----------------------------------------------------
         (Exact name of registrant as specified in its charter)
  
  
                                Delaware
              ---------------------------------------------
             (State or other jurisdiction of incorporation)
  
  
  
                 1-12527                       02-0488443
        -------------------------         --------------------
         Commission File Number              (IRS Employer
                                          Identification No.)
  
  
         1 New Hampshire Avenue
                Suite 125
        Portsmouth, New Hampshire                03801
       ---------------------------         -----------------
          (Address of principal                (Zip Code)
           executive offices)
  
  
  
           Registrant's telephone number, including area code:
                             (603) 766-4990
  
  
                                   N/A
       -----------------------------------------------------------
       Former name or former address, if changed since last report
  
  
  Check the appropriate box below if the Form 8-K filing is
  intended to simultaneously satisfy the filing obligation of the
  registrant under any of the following provisions:
  
  [ ] Written communications pursuant to Rule 425 under the
  Securities Act (17 CFR 230.425)
  
  [ ] Soliciting material pursuant to Rule 14a-12 under the
  Exchange Act (17 CFR 240.14a- 12)
  
  [ ] Pre-commencement communications pursuant to Rule 14d-2(b)
  under the Exchange Act (17 CFR 240.14d-2(b))
  
  [ ] Pre-commencement communications pursuant to Rule 13e-4(c)
  under the Exchange Act (17 CFR 240.13e-4(c))
  
  
  
  <Page>
  
  Section 2 - Financial Information
  
  Item  2.03   Creation  of  a Direct Financial  Obligation  or  an
  Obligation   under   an  Off-Balance  Sheet  Arrangement   of   a
  Registrant.
  
       On   May  24,  2005,  BayCorp  Holdings,  Ltd.,  a  Delaware
  corporation   ("BayCorp"),  and   all   of   its   wholly   owned
  subsidiaries,    entered   into   a   $10,000,000   multiple-draw
  convertible  debt facility  (the "Facility") and an  Amended  and
  Restated  Pledge  Agreement (the "Pledge Agreement")  with  Sloan
  Group Ltd., a Bahamas corporation (the "Sloan Group").  Any draws
  under  the Facility, which will accrue interest at 8% and be  due
  on  December  15,  2005,  are convertible  at  any  time  between
  November  15,  2005  and December 15, 2005  into  shares  of  the
  Company's common stock at a price of $14.04 per share.
  
       In  addition  to BayCorp, the borrowers under  the  Facility
  include  the following subsidiaries of BayCorp: Great  Bay  Hydro
  Maine,  LLC  ("GBH  Maine"), Great Bay Hydro  Benton,  LLC  ("GBH
  Benton"),  Great Bay Power Marketing, Inc. ("GBPMI"),  Great  Bay
  Hydro   Corporation  ("GBHC"),  BayCorp  Ventures,  LLC  ("BCV"),
  Nacogdoches  Power,  LLC  ("NPL"),  and  Nacogdoches   Gas,   LLC
  ("Nacogdoches Gas").  As security for the Facility, the borrowers
  amended  the  Pledge  Agreement with the  Sloan  Group  that  was
  entered  as  of  March  15, 2005.  Under  the  Pledge  Agreement,
  BayCorp pledged its equity interests in GBH Maine and Nacogdoches
  Gas,  GBH  Maine pledged its equity interests in GBH  Benton  and
  Benton  Falls Associates, L.P. ("Benton Falls"), and  GBH  Benton
  pledged  its equity interests in Benton Falls.  Nacogdoches  Gas,
  GBH  Maine  and GBH Benton pledged any equity interest that  they
  may  obtain  in other entities while the debt is outstanding  and
  Nacogdoches Gas and NPL pledged certain of their contract rights.
  
       The  Company  intends to draw upon the Facility to  continue
  the  development of natural gas and oil wells in East Texas under
  its   Project   Development  Agreement  with  Sonerra   Resources
  Corporation  and  for  other  strategic  and  general   corporate
  purposes.
  
       On  March 25, 2005, BayCorp issued a press release reporting
  the  closing of the multiple-draw convertible debt facility  with
  the  Sloan  Group.   (The $14.05 conversion price  in  the  press
  release should have been reported as $14.04.)
  
  Section 9 - Financial Statements and Exhibits
  
  Item 9.01 Financial Statements and Exhibits.
  
  
       (c)  Exhibits.
  
               Exhibit 99  Press   release  dated  May   25,   2005
                           reporting the closing of the $10,000,000
                           multiple-draw convertible debt  facility
                           with the Sloan Group.
  
  
                                  2
  
  
  
  <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, hereunto duly authorized.
  
                         BAYCORP HOLDINGS, LTD.
  
  
  
  MAY 31, 2005       By: /s/ Frank W. Getman Jr.
                         ---------------------------------------
                         Frank W. Getman Jr.
                         President and Chief Executive Officer
  
  
                                  3
  
  <Page>
  
  
                            EXHIBIT INDEX
  
  Exhibit
  Number       Description
  
  
  Exhibit 99   Press  release dated May 25, 2005 reporting  the
               closing   of   the   $10,000,000   multiple-draw
               convertible debt facility with the Sloan Group.
  
  
  
  
  
  
                                  4
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metadata_filer: {"company-data": {"conformed-name": "BAYCORP HOLDINGS LTD", "cik": "0001012127", "assigned-sic": "4911", "irs-number": "020488443", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-12527", "film-number": "05866756"}, "business-address": {"street1": "1 NEW HAMPSHIRE AVENUE", "street2": "SUITE 125", "city": "PORTSMOUTH", "state": "NH", "zip": "03801", "phone": "(603) 766-4990"}, "mail-address": {"street1": "1 NEW HAMPSHIRE AVENUE", "street2": "SUITE 125", "city": "PORTSMOUTH", "state": "NH", "zip": "03801"}, "former-company": {"former-conformed-name": "GREAT BAY HOLDINGS CORP", "date-changed": "19960424"}}
text: UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
  
                              FORM 8-K
  
                           CURRENT REPORT
                 Pursuant to Section 13 OR 15(d) of
                 The Securities Exchange Act of 1934
  
            Date of Report (Date of earliest event reported):
                              May 24, 2005
  
                         BayCorp Holdings, Ltd.
          -----------------------------------------------------
         (Exact name of registrant as specified in its charter)
  
                                Delaware
              ---------------------------------------------
             (State or other jurisdiction of incorporation)
  
                 1-12527                       02-0488443
        -------------------------         --------------------
         Commission File Number              (IRS Employer
                                          Identification No.)
  
         1 New Hampshire Avenue
                Suite 125
        Portsmouth, New Hampshire                03801
       ---------------------------         -----------------
          (Address of principal                (Zip Code)
           executive offices)
  
           Registrant's telephone number, including area code:
                             (603) 766-4990
  
                                   N/A
       -----------------------------------------------------------
       Former name or former address, if changed since last report
  
  Check the appropriate box below if the Form 8-K filing is
  intended to simultaneously satisfy the filing obligation of the
  registrant under any of the following provisions:
  
  [ ] Written communications pursuant to Rule 425 under the
  Securities Act (17 CFR 230.425)
  
  [ ] Soliciting material pursuant to Rule 14a-12 under the
  Exchange Act (17 CFR 240.14a- 12)
  
  [ ] Pre-commencement communications pursuant to Rule 14d-2(b)
  under the Exchange Act (17 CFR 240.14d-2(b))
  
  [ ] Pre-commencement communications pursuant to Rule 13e-4(c)
  under the Exchange Act (17 CFR 240.13e-4(c))
  Section 2 - Financial Information
  
  Item  2.03   Creation  of  a Direct Financial  Obligation  or  an
  Obligation   under   an  Off-Balance  Sheet  Arrangement   of   a
  Registrant.
  
       On   May  24,  2005,  BayCorp  Holdings,  Ltd.,  a  Delaware
  corporation   ("BayCorp"),  and   all   of   its   wholly   owned
  subsidiaries,    entered   into   a   $10,000,000   multiple-draw
  convertible  debt facility  (the "Facility") and an  Amended  and
  Restated  Pledge  Agreement (the "Pledge Agreement")  with  Sloan
  Group Ltd., a Bahamas corporation (the "Sloan Group").  Any draws
  under  the Facility, which will accrue interest at 8% and be  due
  on  December  15,  2005,  are convertible  at  any  time  between
  November  15,  2005  and December 15, 2005  into  shares  of  the
  Company's common stock at a price of $14.04 per share.
  
       In  addition  to BayCorp, the borrowers under  the  Facility
  include  the following subsidiaries of BayCorp: Great  Bay  Hydro
  Maine,  LLC  ("GBH  Maine"), Great Bay Hydro  Benton,  LLC  ("GBH
  Benton"),  Great Bay Power Marketing, Inc. ("GBPMI"),  Great  Bay
  Hydro   Corporation  ("GBHC"),  BayCorp  Ventures,  LLC  ("BCV"),
  Nacogdoches  Power,  LLC  ("NPL"),  and  Nacogdoches   Gas,   LLC
  ("Nacogdoches Gas").  As security for the Facility, the borrowers
  amended  the  Pledge  Agreement with the  Sloan  Group  that  was
  entered  as  of  March  15, 2005.  Under  the  Pledge  Agreement,
  BayCorp pledged its equity interests in GBH Maine and Nacogdoches
  Gas,  GBH  Maine pledged its equity interests in GBH  Benton  and
  Benton  Falls Associates, L.P. ("Benton Falls"), and  GBH  Benton
  pledged  its equity interests in Benton Falls.  Nacogdoches  Gas,
  GBH  Maine  and GBH Benton pledged any equity interest that  they
  may  obtain  in other entities while the debt is outstanding  and
  Nacogdoches Gas and NPL pledged certain of their contract rights.
  
       The  Company  intends to draw upon the Facility to  continue
  the  development of natural gas and oil wells in East Texas under
  its   Project   Development  Agreement  with  Sonerra   Resources
  Corporation  and  for  other  strategic  and  general   corporate
  purposes.
  
       On  March 25, 2005, BayCorp issued a press release reporting
  the  closing of the multiple-draw convertible debt facility  with
  the  Sloan  Group.   (The $14.05 conversion price  in  the  press
  release should have been reported as $14.04.)
  
  Section 9 - Financial Statements and Exhibits
  
  Item 9.01 Financial Statements and Exhibits.
  
       (c)  Exhibits.
  
               Exhibit 99  Press   release  dated  May   25,   2005
                           reporting the closing of the $10,000,000
                           multiple-draw convertible debt  facility
                           with the Sloan Group.
  
                                  2
  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, hereunto duly authorized.
  
                         BAYCORP HOLDINGS, LTD.
  
  MAY 31, 2005       By: /s/ Frank W. Getman Jr.
                         ---------------------------------------
                         Frank W. Getman Jr.
                         President and Chief Executive Officer
  
                                  3
  EXHIBIT INDEX
  
  Exhibit
  Number       Description
  
  Exhibit 99   Press  release dated May 25, 2005 reporting  the
               closing   of   the   $10,000,000   multiple-draw
               convertible debt facility with the Sloan Group.
  
                                  4