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):
                            November 16, 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>
  
  Item 3.01   Notice   of   Delisting  or  Failure  to  Satisfy   a
              Continued  Listing  Rule  or  Standard;  Transfer  of
              Listing
  
     As  a  result  of  the  consummation of the  merger  of  Sloan
  Acquisition   Corp.   ("Sloan   Acquisition"),   a   wholly-owned
  subsidiary  of Sloan Group, Ltd. ("Sloan Group"), with  and  into
  BayCorp Holdings, Ltd. (the "Company") on November 16, 2005  (the
  "Merger") pursuant to an Amended and Restated Agreement and  Plan
  of  Merger  dated  September 30, 2005 (the  "Merger  Agreement"),
  Sloan Group has become the sole shareholder of the Company.   The
  American Stock Exchange ("AMEX") has advised the Company that  it
  has  filed with the Securities Exchange Commission a Notification
  of  Removal from Listing and/or Registration Under Section  12(b)
  of  the Securities Exchange Act of 1934 on Form 25 regarding  the
  Company's  common stock.  The Company does not intend  to  oppose
  the  delisting  and  deregistration of  its  common  stock  under
  Section 12(b).
  
         ___________________________________________________
  
  
  Item 5.02   Departure   of   Directors  or  Principal   Officers;
              Election   of  Directors;  Appointment  of  Principal
              Officers
  
       Alexander Ellis III, Stanley I. Garnett II, James S.  Gordon
  and Thomas C. Leonard resigned from the board of directors of the
  Company  effective  as  of  the consummation  of  the  Merger  on
  November 16, 2005.
  
       At  a special meeting of the sole stockholder of the Company
  held  November  17,  2005, Jefferson R. Voss,  Tyler  Piercy  and
  Thomas  B.  Youth were elected to the board of directors  of  the
  Company, which was the surviving corporation in the Merger. Under
  the  Merger  Agreement, Messrs. Voss and Piercy, as directors  of
  Sloan Acquisition, were designated to be directors of the Company
  following the Merger.  Mr. Youth does not have any arrangement or
  understanding  with  any  person regarding  his  selection  as  a
  director of the Company.  It has not been determined whether  any
  of  these  new directors will be named to any committees  of  the
  Company's board of directors.
  
       Mr. Voss is an officer and director of Sloan Group, the sole
  stockholder of the Company as a result of the Merger.   On  March
  15,  2005,  the Company and all of its wholly owned  subsidiaries
  entered  into  a $10,250,000 convertible note (the "First  Note")
  with  Sloan Group.  On May 24, 2005, the Company, and all of  its
  wholly  owned subsidiaries, entered into a $10,000,000  multiple-
  draw  senior  convertible note (the "Second Note",  and  together
  with  the  First Note, the "Convertible Notes") with Sloan  Group
  and, as of September 30, 2005, had drawn $10,000,000 against  the
  Second  Note.  The total debt under the Convertible Notes,  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 any time
  after  the  occurrence and during the continuance of  a  material
  event of default under the Convertible Notes) into shares of  the
  Company's  common  stock  at a price of  $14.04  per  share.   In
  addition  to  the  Convertible Notes, on  October  7,  2005,  the
  Company and all of its wholly owned subsidiaries entered  into  a
  $7,750,000  multiple-draw senior secured note (the "Third  Note",
  and together with the Convertible Notes, the "Notes").  Any draws
  under the Third Note accrue interest at 8% per annum, are due  on
  April  1,  2006 and may be prepaid at any time, but  may  not  be
  reborrowed  once repaid.  The Third Note is not convertible  into
  the  Company's  stock.  As of October 30, 2005, the  Company  had
  drawn approximately $2.8 million against the Third Note.
  
         ___________________________________________________
  
  
  Item 5.03   Amendments  to Articles of Incorporation  or  Bylaws;
              Change in Fiscal Year
  
       At  a special meeting of the sole stockholder of the Company
  held  November 17, 2005, the sole stockholder adopted an  Amended
  and  Restated Certificate of Incorporation for the Company  which
  reduced  its  authorized capital stock from 4,000,000  shares  of
  common  stock, par value $0.01 per share, to 100,000 such  shares
  and from 1,000,000 shares of preferred stock, par value $0.01 per
  share,  to  25,000  of  such shares.  The  Amended  and  Restated
  Certificate  of  Incorporation became effective on  November  18,
  2005.   At the same meeting, the sole stockholder adopted Amended
  and Restated Bylaws which became effective on November 17, 2005.
  
         ___________________________________________________
  
  
  <Page>
  
  
  Item 8.01   Other Events
  
     The Company issued a press release on November 16, 2005
  disclosing the consummation of the Merger.  A copy of the press
  release is attached to this report as Exhibit 99.
  
         ___________________________________________________
  
  
  Item 9.01   Financial Statements and Exhibits
  
     (c)   Exhibits
  
  
  Exhibit No.    Description
  ___________    ___________
  
       99        Press  Release dated November 16, 2005 disclosing
                 the   consummation  of  the   merger   of   Sloan
                 Acquisition   Corp.   with   and   into   BayCorp
                 Holdings, Ltd.
  
         ___________________________________________________
  
  
  <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: November 18, 2005    By:   /s/ Frank W. Getman Jr.
                                  __________________________
                                  Frank W. Getman Jr.
                                  President and CEO
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "baycorp8k11182005.txt", "description": "FORM 8-K", "secsgml_size_bytes": 8006}]
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": "051215596"}, "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):
                            November 16, 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))
  Item 3.01   Notice   of   Delisting  or  Failure  to  Satisfy   a
              Continued  Listing  Rule  or  Standard;  Transfer  of
              Listing
  
     As  a  result  of  the  consummation of the  merger  of  Sloan
  Acquisition   Corp.   ("Sloan   Acquisition"),   a   wholly-owned
  subsidiary  of Sloan Group, Ltd. ("Sloan Group"), with  and  into
  BayCorp Holdings, Ltd. (the "Company") on November 16, 2005  (the
  "Merger") pursuant to an Amended and Restated Agreement and  Plan
  of  Merger  dated  September 30, 2005 (the  "Merger  Agreement"),
  Sloan Group has become the sole shareholder of the Company.   The
  American Stock Exchange ("AMEX") has advised the Company that  it
  has  filed with the Securities Exchange Commission a Notification
  of  Removal from Listing and/or Registration Under Section  12(b)
  of  the Securities Exchange Act of 1934 on Form 25 regarding  the
  Company's  common stock.  The Company does not intend  to  oppose
  the  delisting  and  deregistration of  its  common  stock  under
  Section 12(b).
  
         ___________________________________________________
  
  Item 5.02   Departure   of   Directors  or  Principal   Officers;
              Election   of  Directors;  Appointment  of  Principal
              Officers
  
       Alexander Ellis III, Stanley I. Garnett II, James S.  Gordon
  and Thomas C. Leonard resigned from the board of directors of the
  Company  effective  as  of  the consummation  of  the  Merger  on
  November 16, 2005.
  
       At  a special meeting of the sole stockholder of the Company
  held  November  17,  2005, Jefferson R. Voss,  Tyler  Piercy  and
  Thomas  B.  Youth were elected to the board of directors  of  the
  Company, which was the surviving corporation in the Merger. Under
  the  Merger  Agreement, Messrs. Voss and Piercy, as directors  of
  Sloan Acquisition, were designated to be directors of the Company
  following the Merger.  Mr. Youth does not have any arrangement or
  understanding  with  any  person regarding  his  selection  as  a
  director of the Company.  It has not been determined whether  any
  of  these  new directors will be named to any committees  of  the
  Company's board of directors.
  
       Mr. Voss is an officer and director of Sloan Group, the sole
  stockholder of the Company as a result of the Merger.   On  March
  15,  2005,  the Company and all of its wholly owned  subsidiaries
  entered  into  a $10,250,000 convertible note (the "First  Note")
  with  Sloan Group.  On May 24, 2005, the Company, and all of  its
  wholly  owned subsidiaries, entered into a $10,000,000  multiple-
  draw  senior  convertible note (the "Second Note",  and  together
  with  the  First Note, the "Convertible Notes") with Sloan  Group
  and, as of September 30, 2005, had drawn $10,000,000 against  the
  Second  Note.  The total debt under the Convertible Notes,  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 any time
  after  the  occurrence and during the continuance of  a  material
  event of default under the Convertible Notes) into shares of  the
  Company's  common  stock  at a price of  $14.04  per  share.   In
  addition  to  the  Convertible Notes, on  October  7,  2005,  the
  Company and all of its wholly owned subsidiaries entered  into  a
  $7,750,000  multiple-draw senior secured note (the "Third  Note",
  and together with the Convertible Notes, the "Notes").  Any draws
  under the Third Note accrue interest at 8% per annum, are due  on
  April  1,  2006 and may be prepaid at any time, but  may  not  be
  reborrowed  once repaid.  The Third Note is not convertible  into
  the  Company's  stock.  As of October 30, 2005, the  Company  had
  drawn approximately $2.8 million against the Third Note.
  
         ___________________________________________________
  
  Item 5.03   Amendments  to Articles of Incorporation  or  Bylaws;
              Change in Fiscal Year
  
       At  a special meeting of the sole stockholder of the Company
  held  November 17, 2005, the sole stockholder adopted an  Amended
  and  Restated Certificate of Incorporation for the Company  which
  reduced  its  authorized capital stock from 4,000,000  shares  of
  common  stock, par value $0.01 per share, to 100,000 such  shares
  and from 1,000,000 shares of preferred stock, par value $0.01 per
  share,  to  25,000  of  such shares.  The  Amended  and  Restated
  Certificate  of  Incorporation became effective on  November  18,
  2005.   At the same meeting, the sole stockholder adopted Amended
  and Restated Bylaws which became effective on November 17, 2005.
  
         ___________________________________________________
  Item 8.01   Other Events
  
     The Company issued a press release on November 16, 2005
  disclosing the consummation of the Merger.  A copy of the press
  release is attached to this report as Exhibit 99.
  
         ___________________________________________________
  
  Item 9.01   Financial Statements and Exhibits
  
     (c)   Exhibits
  
  Exhibit No.    Description
  ___________    ___________
  
       99        Press  Release dated November 16, 2005 disclosing
                 the   consummation  of  the   merger   of   Sloan
                 Acquisition   Corp.   with   and   into   BayCorp
                 Holdings, Ltd.
  
         ___________________________________________________
  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: November 18, 2005    By:   /s/ Frank W. Getman Jr.
                                  __________________________
                                  Frank W. Getman Jr.
                                  President and CEO