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):
                           September 30, 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>
  
  Item 1.01  Entry into a Definitive Material Agreement.
  
  Merger Agreement with Sloan Group
  
     On  September 13, 2005, BayCorp Holdings, Ltd. (the "Company")
  entered  into  an  Agreement and Plan of  Merger  (the  "Original
  Merger  Agreement")  with Sloan Group, Ltd. ("Sloan  Group")  and
  Sloan Acquisition Corp., a wholly-owned subsidiary of Sloan Group
  ("Sloan Acquisition"). On September 30, 2005, the Company entered
  into  an  Amended and Restated Agreement and Plan of Merger  (the
  "Amended   Merger   Agreement")  with  Sloan  Group   and   Sloan
  Acquisition  that  replaces  the  Original  Merger  Agreement  to
  address the need to secure a certain regulatory approval.  To the
  extent  that  the  Amended  Merger  Agreement  conforms  to   the
  provisions of the Original Merger Agreement, it shall be referred
  to simply as the "Merger Agreement" in the disclosures below.
  
     Pursuant  to  the Original Merger Agreement, Sloan Acquisition
  had  agreed to commence a cash tender offer to acquire all of the
  outstanding shares of the Company's common stock other  than  any
  shares  already  owned by Sloan Group or its subsidiaries,  at  a
  price  of  $14.19  per  share.   The  Original  Merger  Agreement
  required  that  Sloan Acquisition commence the  tender  offer  no
  later than September 27, 2005 (10 business days after the initial
  public announcement of the execution of the Merger Agreement) and
  keep  the  tender  offer open until the 20th business  day  after
  commencement,  although the tender offer may  be  extended.   The
  Amended  Merger Agreement requires Sloan Acquisition to  commence
  the  tender  offer  as  soon as practicable following  regulatory
  approval by the Vermont Public Service Board (the "VPSB") or  the
  favorable   recommendation  for  such  an  approval  by   Vermont
  Department  of Public Service to the VPSB.  Consummation  of  the
  tender  offer  is  conditioned upon  the  Company's  stockholders
  validly tendering and not withdrawing prior to the expiration  of
  the  offer  a  number of shares that, when added  to  any  shares
  already owned by Sloan Group or its subsidiaries, constitutes  at
  least  66  2/3%  of  the Company's outstanding shares  of  common
  stock.  Sloan Group's obligation to accept shares tendered in the
  offering is subject to other customary conditions, which are  set
  forth in the Merger Agreement.
  
     The    Merger    Agreement   contemplates   that,    following
  consummation  of  the  tender offer, Sloan  Acquisition  will  be
  merged with and into the Company.  Shares of the Company's common
  stock  not tendered, other than any shares already owned by Sloan
  Group  or Sloan Acquisition or by stockholders who have perfected
  dissenters'  rights, will be converted into a  right  to  receive
  $14.19  per share in cash, without interest.  Outstanding  common
  stock  options will be cancelled at the time of the  merger,  and
  the  holders of options will be entitled to receive an amount  in
  cash  equal  to  the difference between $14.19 and  the  exercise
  price of each cancelled option share.
  
     The  Merger Agreement also contains customary representations,
  warranties,  and  covenants including that the Company  will  not
  solicit   alternative  transactions  or,   subject   to   certain
  exceptions,  enter  into  discussions  concerning,   or   provide
  confidential  information  in  connection  with,  an  alternative
  transaction,  subject  to  the  Company's  Board  of   Directors'
  fiduciary  obligations.  Following Sloan Acquisition's acceptance
  of shares in the tender offer, Sloan Acquisition will be entitled
  to  designate  a  number of directors to the Company's  Board  of
  Directors proportionate to its and its affiliates' shareholdings.
  The   Merger  Agreement  provides  certain  termination   rights,
  including  that either Sloan Group or the Company  may  terminate
  the  Agreement if no shares have been accepted for payment in the
  tender offer before November 15, 2005, and further provides  that
  upon   the  occurrence  of  certain  events  resulting   in   the
  termination or following termination of the Merger Agreement, the
  Company  will  reimburse Sloan Group for its  reasonable  out-of-
  pocket  expenses incurred in connection with the Merger Agreement
  transactions.
  
     The  items disclosed under "Other Arrangements" in the Current
  Report  on  Form  8-K disclosing the execution  of  the  Original
  Merger  Agreement are unaffected by the execution of the  Amended
  Merger  Agreement and remain valid, operative and  applicable  to
  the Merger Agreement.
  
     The  Company's  Board  of Directors unanimously  approved  the
  terms of the tender offer and merger and will recommend that  the
  stockholders  of the Company accept the offer.  No assurance  can
  be   given  that  the  conditions  to  closing  the  transactions
  contemplated by the Merger Agreement will be
  
  
                                  2
  
  <Page>
  
  satisfied,   or   that  the  transactions  ultimately   will   be
  consummated.   The  Company  intends to  file  a  Schedule  14D-9
  Solicitation/Recommendation Statement  with  the  Securities  and
  Exchange  Commission relating to the transaction as  promptly  as
  practicable  upon the commencement of the tender offer  by  Sloan
  Acquisition.
  
     The  Board  of  Directors has received  an  opinion  from  its
  financial   advisor,  Jefferies  &  Company,   Inc.,   that   the
  consideration  proposed  to be paid to the  stockholders  in  the
  transaction is fair, from a financial point of view,  to  Company
  stockholders.
  
     Unrelated to the transactions disclosed in this Item  1.01  of
  this  Current Report, Sloan Group is the holder of a  $10,250,000
  convertible  note (the "First Note") and a $10,000,000  multiple-
  draw  convertible note (the "Second Note" and together  with  the
  First  Note, the "Notes") from the Company and all of its  wholly
  owned  subsidiaries.   The First Note and  any  draws  under  the
  Second  Note accrue interest at 8% per annum, are due on December
  15,  2005,  and are convertible at any time between November  15,
  2005 and December 15, 2005 (or any time after the occurrence  and
  during  the continuance of a material event of default under  the
  First  or Second Note) into shares of the Company's common  stock
  at a price of $14.04 per share.  At December 15, 2005, the end of
  the  conversion period, the principal and interest of  the  First
  and   Second   Notes  would  be  convertible  into  approximately
  1,510,730 shares, which would represent approximately 66 per cent
  of  the Company's common stock on a fully diluted basis (based on
  770,483  currently outstanding shares and options).    The  Notes
  do  not allow the Company to prepay the debt and provide for a 2%
  premium  on the interest rate in the event of a default.  Payment
  of  the Notes may be accelerated in the event of a material event
  of  default.   The  Notes are secured by certain  assets  of  the
  Company.
  
     The  above  description  of  the  Merger  Agreement  does  not
  purport  to  be  complete and is qualified  in  its  entirety  by
  reference  to the Merger Agreement, which is Exhibit  2  to  this
  Current   Report.    The  Merger  Agreement  contains   customary
  representations  and  warranties that the parties  made  to  each
  other as of specific dates.  Those representations and warranties
  were made solely for purposes of the Merger Agreement and may  be
  subject to important qualifications and limitations agreed to  by
  the  parties  in connection with negotiating its terms.   Persons
  should  not  rely  on  the  representations  and  warranties   as
  statements of factual information.
  
      ________________________________________________________
  
  
  Item 9.01    Financial Statements and Exhibits
  
     (c)  Exhibits.
  
  
  Exhibit No.      Description
  ___________      ___________
  
  
       2           Amended  and  Restated Agreement  and  Plan  of
                   Merger  dated  as of September 30,  2005  among
                   BayCorp  Holdings, Ltd., Sloan Group  Ltd.  and
                   Sloan Acquisition Corp.
  
      ________________________________________________________
  
  
  
  
  
  
  
                                  3
  
  
  
  
  <Page>
  
                              SIGNATURE
  
     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.
                                (Registrant)
  
  
  Date: October 6, 2005         /s/ Frank W. Getman Jr.
                                ________________________
                                Frank W. Getman Jr.
                                President and CEO
  
  
  
  
  
  
                                  4
  
  
  <Page>
  
  
                              EXHIBIT INDEX
  
  
  Exhibit No.    Description
  ___________    ___________
  
  
       2         Amended and Restated Agreement and Plan of Merger
                 dated  as  of  September 30, 2005  among  BayCorp
                 Holdings,  Ltd.,  Sloan  Group  Ltd.  and   Sloan
                 Acquisition Corp.
  
  
  
  
  
  
  
                                  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):
                           September 30, 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))
  Item 1.01  Entry into a Definitive Material Agreement.
  
  Merger Agreement with Sloan Group
  
     On  September 13, 2005, BayCorp Holdings, Ltd. (the "Company")
  entered  into  an  Agreement and Plan of  Merger  (the  "Original
  Merger  Agreement")  with Sloan Group, Ltd. ("Sloan  Group")  and
  Sloan Acquisition Corp., a wholly-owned subsidiary of Sloan Group
  ("Sloan Acquisition"). On September 30, 2005, the Company entered
  into  an  Amended and Restated Agreement and Plan of Merger  (the
  "Amended   Merger   Agreement")  with  Sloan  Group   and   Sloan
  Acquisition  that  replaces  the  Original  Merger  Agreement  to
  address the need to secure a certain regulatory approval.  To the
  extent  that  the  Amended  Merger  Agreement  conforms  to   the
  provisions of the Original Merger Agreement, it shall be referred
  to simply as the "Merger Agreement" in the disclosures below.
  
     Pursuant  to  the Original Merger Agreement, Sloan Acquisition
  had  agreed to commence a cash tender offer to acquire all of the
  outstanding shares of the Company's common stock other  than  any
  shares  already  owned by Sloan Group or its subsidiaries,  at  a
  price  of  $14.19  per  share.   The  Original  Merger  Agreement
  required  that  Sloan Acquisition commence the  tender  offer  no
  later than September 27, 2005 (10 business days after the initial
  public announcement of the execution of the Merger Agreement) and
  keep  the  tender  offer open until the 20th business  day  after
  commencement,  although the tender offer may  be  extended.   The
  Amended  Merger Agreement requires Sloan Acquisition to  commence
  the  tender  offer  as  soon as practicable following  regulatory
  approval by the Vermont Public Service Board (the "VPSB") or  the
  favorable   recommendation  for  such  an  approval  by   Vermont
  Department  of Public Service to the VPSB.  Consummation  of  the
  tender  offer  is  conditioned upon  the  Company's  stockholders
  validly tendering and not withdrawing prior to the expiration  of
  the  offer  a  number of shares that, when added  to  any  shares
  already owned by Sloan Group or its subsidiaries, constitutes  at
  least  66  2/3%  of  the Company's outstanding shares  of  common
  stock.  Sloan Group's obligation to accept shares tendered in the
  offering is subject to other customary conditions, which are  set
  forth in the Merger Agreement.
  
     The    Merger    Agreement   contemplates   that,    following
  consummation  of  the  tender offer, Sloan  Acquisition  will  be
  merged with and into the Company.  Shares of the Company's common
  stock  not tendered, other than any shares already owned by Sloan
  Group  or Sloan Acquisition or by stockholders who have perfected
  dissenters'  rights, will be converted into a  right  to  receive
  $14.19  per share in cash, without interest.  Outstanding  common
  stock  options will be cancelled at the time of the  merger,  and
  the  holders of options will be entitled to receive an amount  in
  cash  equal  to  the difference between $14.19 and  the  exercise
  price of each cancelled option share.
  
     The  Merger Agreement also contains customary representations,
  warranties,  and  covenants including that the Company  will  not
  solicit   alternative  transactions  or,   subject   to   certain
  exceptions,  enter  into  discussions  concerning,   or   provide
  confidential  information  in  connection  with,  an  alternative
  transaction,  subject  to  the  Company's  Board  of   Directors'
  fiduciary  obligations.  Following Sloan Acquisition's acceptance
  of shares in the tender offer, Sloan Acquisition will be entitled
  to  designate  a  number of directors to the Company's  Board  of
  Directors proportionate to its and its affiliates' shareholdings.
  The   Merger  Agreement  provides  certain  termination   rights,
  including  that either Sloan Group or the Company  may  terminate
  the  Agreement if no shares have been accepted for payment in the
  tender offer before November 15, 2005, and further provides  that
  upon   the  occurrence  of  certain  events  resulting   in   the
  termination or following termination of the Merger Agreement, the
  Company  will  reimburse Sloan Group for its  reasonable  out-of-
  pocket  expenses incurred in connection with the Merger Agreement
  transactions.
  
     The  items disclosed under "Other Arrangements" in the Current
  Report  on  Form  8-K disclosing the execution  of  the  Original
  Merger  Agreement are unaffected by the execution of the  Amended
  Merger  Agreement and remain valid, operative and  applicable  to
  the Merger Agreement.
  
     The  Company's  Board  of Directors unanimously  approved  the
  terms of the tender offer and merger and will recommend that  the
  stockholders  of the Company accept the offer.  No assurance  can
  be   given  that  the  conditions  to  closing  the  transactions
  contemplated by the Merger Agreement will be
  
                                  2
  satisfied,   or   that  the  transactions  ultimately   will   be
  consummated.   The  Company  intends to  file  a  Schedule  14D-9
  Solicitation/Recommendation Statement  with  the  Securities  and
  Exchange  Commission relating to the transaction as  promptly  as
  practicable  upon the commencement of the tender offer  by  Sloan
  Acquisition.
  
     The  Board  of  Directors has received  an  opinion  from  its
  financial   advisor,  Jefferies  &  Company,   Inc.,   that   the
  consideration  proposed  to be paid to the  stockholders  in  the
  transaction is fair, from a financial point of view,  to  Company
  stockholders.
  
     Unrelated to the transactions disclosed in this Item  1.01  of
  this  Current Report, Sloan Group is the holder of a  $10,250,000
  convertible  note (the "First Note") and a $10,000,000  multiple-
  draw  convertible note (the "Second Note" and together  with  the
  First  Note, the "Notes") from the Company and all of its  wholly
  owned  subsidiaries.   The First Note and  any  draws  under  the
  Second  Note accrue interest at 8% per annum, are due on December
  15,  2005,  and are convertible at any time between November  15,
  2005 and December 15, 2005 (or any time after the occurrence  and
  during  the continuance of a material event of default under  the
  First  or Second Note) into shares of the Company's common  stock
  at a price of $14.04 per share.  At December 15, 2005, the end of
  the  conversion period, the principal and interest of  the  First
  and   Second   Notes  would  be  convertible  into  approximately
  1,510,730 shares, which would represent approximately 66 per cent
  of  the Company's common stock on a fully diluted basis (based on
  770,483  currently outstanding shares and options).    The  Notes
  do  not allow the Company to prepay the debt and provide for a 2%
  premium  on the interest rate in the event of a default.  Payment
  of  the Notes may be accelerated in the event of a material event
  of  default.   The  Notes are secured by certain  assets  of  the
  Company.
  
     The  above  description  of  the  Merger  Agreement  does  not
  purport  to  be  complete and is qualified  in  its  entirety  by
  reference  to the Merger Agreement, which is Exhibit  2  to  this
  Current   Report.    The  Merger  Agreement  contains   customary
  representations  and  warranties that the parties  made  to  each
  other as of specific dates.  Those representations and warranties
  were made solely for purposes of the Merger Agreement and may  be
  subject to important qualifications and limitations agreed to  by
  the  parties  in connection with negotiating its terms.   Persons
  should  not  rely  on  the  representations  and  warranties   as
  statements of factual information.
  
      ________________________________________________________
  
  Item 9.01    Financial Statements and Exhibits
  
     (c)  Exhibits.
  
  Exhibit No.      Description
  ___________      ___________
  
       2           Amended  and  Restated Agreement  and  Plan  of
                   Merger  dated  as of September 30,  2005  among
                   BayCorp  Holdings, Ltd., Sloan Group  Ltd.  and
                   Sloan Acquisition Corp.
  
      ________________________________________________________
  
                                  3
  SIGNATURE
  
     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.
                                (Registrant)
  
  Date: October 6, 2005         /s/ Frank W. Getman Jr.
                                ________________________
                                Frank W. Getman Jr.
                                President and CEO
  
                                  4
  EXHIBIT INDEX
  
  Exhibit No.    Description
  ___________    ___________
  
       2         Amended and Restated Agreement and Plan of Merger
                 dated  as  of  September 30, 2005  among  BayCorp
                 Holdings,  Ltd.,  Sloan  Group  Ltd.  and   Sloan
                 Acquisition Corp.
  
                                  5