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):  March 15,
                                  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                        03801
        Portsmouth, New Hampshire          -----------------
        -------------------------              (Zip Code)
          (Address of principal
           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 1 - Registrant's Business and Operations
  
  Item 1.01  Entry into a Material Definitive Agreement.
  
       On March 15, 2005, BayCorp Holdings, Ltd., a Delaware
  corporation ("BayCorp"), and all of its wholly owned subsidiaries
  entered into a $10,250,000 Convertible Note (the "Note") and a
  Pledge Agreement (the "Pledge Agreement") with Sloan Group Ltd.,
  a Bahamas corporation (the "Sloan Group").  The financing is more
  fully described in Item 2.03 below.
  
       On March 16, 2005, Great Bay Hydro Maine, LLC ("GBH Maine"),
  a wholly owned subsidiary of BayCorp, and Great Bay Hydro Benton,
  LLC ("GBH Benton"), a wholly owned subsidiary of GBH Maine,
  entered into a Purchase and Sale Agreement (the "Purchase
  Agreement") to purchase the partnership interests of Benton Falls
  Associates, L.P., a New York limited partnership ("Benton
  Falls").  The acquisition is more fully described in Item 2.01
  below.
  
  Section 2 - Financial Information
  
  Item 2.01 Completion of Acquisition or Disposition of Assets.
  
       On March 16, 2005, GBH Maine and GBH Benton completed their
  acquisition of Benton Falls pursuant to the Purchase Agreement.
  For a combined purchase price of approximately $2.2  million, GBH
  Maine purchased the 50% general partnership interest in Benton
  Falls from Arcadia Energy II, LLC ("Arcadia II") and GBH Benton
  purchased the 50% limited partnership interest in Benton Falls
  from Arcadia Energy III, LLC ("Arcadia III").
  
       Benton Falls owns and operates a 4.3 megawatt hydroelectric
  generation plant on the Sebasticook River in Benton, Maine (the
  "Facility"). The Facility was issued a 50-year operating license
  by FERC in 1984 and began commercial operation in 1988.  The
  output from the Facility is sold to Central Maine Power
  Corporation ("CMP") under a power purchase agreement that expires
  in December 2007 (the "PPA").  The rates under the PPA are
  indexed to CMP's standard rates for energy and capacity purchases
  established annually by the Maine Public Utilities Commission.
  
       There is no material relationship between BayCorp (including
  its subsidiaries) and any of the Arcadia Companies (including
  Arcadia II and Arcadia III).  The funds for the purchase were
  raised by BayCorp as part of the convertible debt financing with
  the Sloan Group closed on March 15, 2005 and disclosed in Items
  1.01 and 2.03.
  
       On March 16, 2005, BayCorp issued a press release reporting
  the completion of the acquisition of Benton Falls.
  
  Item 2.03  Creation of a Direct Financial Obligation or an
  Obligation under an Off-Balance Sheet Arrangement of a
  Registrant.
  
       On March 15, 2005, BayCorp closed the $10,250,000
  convertible debt financing with the Sloan Group pursuant to the
  Note.  The debt, which accrues interest at 8% per annum and is
  due and payable in full on December 15, 2005, is convertible by
  the Sloan Group at any time between November 15, 2005 and
  December 15, 2005 (or anytime after the occurrence and during the
  continuance of a material event of default under the Note) into
  shares of BayCorp's common stock, $.01 par value at a price of
  $14.04 per share.  The Note does not allow BayCorp to prepay the
  debt and provides for a 2% premium on the interest rate in the
  event of a default.  Payment of the Note may be accelerated in
  the event of a material event of default, which are customary for
  this type of financing.
  
                                  2
  
  <Page
  
       In addition to BayCorp, the borrowers under the Note include
  the following subsidiaries of BayCorp: GBH Maine, GBH Benton,
  Great Bay Power Marketing, Inc., Great Bay Hydro Corporation,
  BayCorp Ventures, LLC, Nacogdoches Power, LLC, and Nacogdoches
  Gas, LLC ("Nacogdoches Gas").  As security for the Note, the
  borrowers entered into the Pledge Agreement with the Sloan Group.
  Under the Pledge Agreement, BayCorp pledged its equity interests
  in GBH Maine and Nacogdoches Gas to the Sloan Group, GBH Maine
  pledged its equity interests in GBH Benton and Benton Falls to
  the Sloan Group, GBH Benton pledged its equity interests in
  Benton Falls to the Sloan Group, and Nacogdoches Gas, GBH Maine
  and GBH Benton pledged to the Sloan Group any equity interest
  that they may obtain in other entities while the debt is
  outstanding.
  
       BayCorp intends to use the proceeds from the financing to
  continue the development of natural gas and oil wells in East
  Texas under its Project Development Agreement with Sonerra
  Resources Corporation, to finance the acquisition of Benton Falls
  by GBH Maine and GBH Benton as described in Items 1.01 and 2.01
  above, and for other strategic and general corporate purposes.
  
       On March 15, 2005, BayCorp issued a press release reporting
  the closing of the convertible debt financing with the Sloan
  Group.
  
  Section 9 - Financial Statements and Exhibits
  
  Item 9.01 Financial Statements and Exhibits.
  
       (a)  Financial Statements of Business Acquired.
  
            Not applicable.
  
       (b)  Pro Forma Financial Information.
  
            Not applicable.
  
       (c)  Exhibits.
  
            Exhibit 2    Purchase and Sale Agreement among Arcadia
                         Energy II, LLC, Arcadia Energy III, LLC,
                         Great Bay Hydro Maine, LLC, and Great Bay
                         Hydro Benton, LLC relating to the
                         acquisition of all of the Partnership
                         Interests of Benton Falls Associates,
                         L.P. dated March 16, 2005. (1)
  
            Exhibit 99.1 Press release dated March 15, 2005
                         reporting the closing of the $10.25
                         million convertible debt financing with
                         Sloan Group, Ltd.
  
            Exhibit 99.2 Press release dated March 16, 2005
                         reporting the completion of the
                         acquisition of Benton Falls Associates,
                         L.P
  
  -------------------
  (1) All disclosure schedules and exhibits have been omitted
  pursuant to Item 601(b)(2) of Regulation S-K.  The
  Registrant will furnish supplementally a copy of any omitted
  schedule or exhibit to the Securities and Exchange Commission
  upon request.
  
                                  3
  
  <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.
  
  
  
  MARCH 18, 2005         By:    /s/ Frank W. Getman Jr.
                         ---------------------------------
                         Frank W. Getman Jr.
                         President and Chief Executive Officer
  
  
                                  4
  
  <Page>
  
                            EXHIBIT INDEX
  
  
  Exhibit
  Number          Description
  
  Exhibit 2       Purchase and Sale Agreement among Arcadia Energy
                  II, LLC, Arcadia Energy III, LLC, Great Bay
                  Hydro Maine, LLC, and Great Bay Hydro Benton,
                  LLC relating to the acquisition of all of the
                  Partnership Interests of Benton Falls
                  Associates, L.P. dated March 16, 2005. (2)
  
  Exhibit 99.1    Press release dated March 15, 2005 reporting the
                  closing of the $10.25 million convertible debt
                  financing with Sloan Group, Ltd.
  
  Exhibit 99.2    Press release dated March 16, 2005 reporting the
                  completion of the acquisition of Benton Falls
                  Associates, L.P.
  
  
  -------------------
  (2)  All disclosure schedules and exhibits have been omitted
  pursuant to Item 601(b)(2) of Regulation S-K.  The
  Registrant will furnish supplementally a copy of any omitted
  schedule or exhibit to the Securities and Exchange Commission
  upon request.
  
                                  5
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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):  March 15,
                                  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                        03801
        Portsmouth, New Hampshire          -----------------
        -------------------------              (Zip Code)
          (Address of principal
           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 1 - Registrant's Business and Operations
  
  Item 1.01  Entry into a Material Definitive Agreement.
  
       On March 15, 2005, BayCorp Holdings, Ltd., a Delaware
  corporation ("BayCorp"), and all of its wholly owned subsidiaries
  entered into a $10,250,000 Convertible Note (the "Note") and a
  Pledge Agreement (the "Pledge Agreement") with Sloan Group Ltd.,
  a Bahamas corporation (the "Sloan Group").  The financing is more
  fully described in Item 2.03 below.
  
       On March 16, 2005, Great Bay Hydro Maine, LLC ("GBH Maine"),
  a wholly owned subsidiary of BayCorp, and Great Bay Hydro Benton,
  LLC ("GBH Benton"), a wholly owned subsidiary of GBH Maine,
  entered into a Purchase and Sale Agreement (the "Purchase
  Agreement") to purchase the partnership interests of Benton Falls
  Associates, L.P., a New York limited partnership ("Benton
  Falls").  The acquisition is more fully described in Item 2.01
  below.
  
  Section 2 - Financial Information
  
  Item 2.01 Completion of Acquisition or Disposition of Assets.
  
       On March 16, 2005, GBH Maine and GBH Benton completed their
  acquisition of Benton Falls pursuant to the Purchase Agreement.
  For a combined purchase price of approximately $2.2  million, GBH
  Maine purchased the 50% general partnership interest in Benton
  Falls from Arcadia Energy II, LLC ("Arcadia II") and GBH Benton
  purchased the 50% limited partnership interest in Benton Falls
  from Arcadia Energy III, LLC ("Arcadia III").
  
       Benton Falls owns and operates a 4.3 megawatt hydroelectric
  generation plant on the Sebasticook River in Benton, Maine (the
  "Facility"). The Facility was issued a 50-year operating license
  by FERC in 1984 and began commercial operation in 1988.  The
  output from the Facility is sold to Central Maine Power
  Corporation ("CMP") under a power purchase agreement that expires
  in December 2007 (the "PPA").  The rates under the PPA are
  indexed to CMP's standard rates for energy and capacity purchases
  established annually by the Maine Public Utilities Commission.
  
       There is no material relationship between BayCorp (including
  its subsidiaries) and any of the Arcadia Companies (including
  Arcadia II and Arcadia III).  The funds for the purchase were
  raised by BayCorp as part of the convertible debt financing with
  the Sloan Group closed on March 15, 2005 and disclosed in Items
  1.01 and 2.03.
  
       On March 16, 2005, BayCorp issued a press release reporting
  the completion of the acquisition of Benton Falls.
  
  Item 2.03  Creation of a Direct Financial Obligation or an
  Obligation under an Off-Balance Sheet Arrangement of a
  Registrant.
  
       On March 15, 2005, BayCorp closed the $10,250,000
  convertible debt financing with the Sloan Group pursuant to the
  Note.  The debt, which accrues interest at 8% per annum and is
  due and payable in full on December 15, 2005, is convertible by
  the Sloan Group at any time between November 15, 2005 and
  December 15, 2005 (or anytime after the occurrence and during the
  continuance of a material event of default under the Note) into
  shares of BayCorp's common stock, $.01 par value at a price of
  $14.04 per share.  The Note does not allow BayCorp to prepay the
  debt and provides for a 2% premium on the interest rate in the
  event of a default.  Payment of the Note may be accelerated in
  the event of a material event of default, which are customary for
  this type of financing.
  
                                  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.
  
  MARCH 18, 2005         By:    /s/ Frank W. Getman Jr.
                         ---------------------------------
                         Frank W. Getman Jr.
                         President and Chief Executive Officer
  
                                  4
  EXHIBIT INDEX
  
  Exhibit
  Number          Description
  
  Exhibit 2       Purchase and Sale Agreement among Arcadia Energy
                  II, LLC, Arcadia Energy III, LLC, Great Bay
                  Hydro Maine, LLC, and Great Bay Hydro Benton,
                  LLC relating to the acquisition of all of the
                  Partnership Interests of Benton Falls
                  Associates, L.P. dated March 16, 2005. (2)
  
  Exhibit 99.1    Press release dated March 15, 2005 reporting the
                  closing of the $10.25 million convertible debt
                  financing with Sloan Group, Ltd.
  
  Exhibit 99.2    Press release dated March 16, 2005 reporting the
                  completion of the acquisition of Benton Falls
                  Associates, L.P.
  
  -------------------
  (2)  All disclosure schedules and exhibits have been omitted
  pursuant to Item 601(b)(2) of Regulation S-K.  The
  Registrant will furnish supplementally a copy of any omitted
  schedule or exhibit to the Securities and Exchange Commission
  upon request.
  
                                  5