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):
                            February 17, 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 2.02.  Results of Operations and Financial Condition.
  
  On February 17, 2005 BayCorp Holdings, Ltd. issued a press
  release reporting its financial results for the fourth quarter
  ended December 31, 2004.
  
  The information furnished pursuant to this Item 2.02, including
  Exhibit 99, shall not be deemed "filed" for purposes of Section
  18 of the Securities Exchange Act of 1934, as amended, nor shall
  it be deemed incorporated by reference in any filing under the
  Securities Act of 1933, as amended, except as shall be expressly
  set forth by specific reference in such filing.
  
  Item 9.01.  Financial Statements and Exhibits.
  
  (c) Exhibits.
  
  The following Exhibit is furnished as part of this report:
  
    Exhibit 99     Press release dated February 17, 2005 reporting
                   the financial results of BayCorp Holdings, Ltd.
                   for the fourth quarter ended December 31, 2004.
  
  
                                  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.
  
  
  
  FEBRUARY 22, 2005      By:  /s/ Frank W. Getman Jr.
                            -------------------------
                            Frank W. Getman Jr.
                            President and Chief Executive Officer
  
  
                                  3
  <Page>
  
                            EXHIBIT INDEX
  
  
  Exhibit
  Number      Description
  
  99          Press release dated February 17, 2005 reporting the
              financial results of BayCorp Holdings, Ltd. for the
              fourth quarter ended December 31, 2004.
  
  
                                  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": "05629902"}, "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):
                            February 17, 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 2.02.  Results of Operations and Financial Condition.
  
  On February 17, 2005 BayCorp Holdings, Ltd. issued a press
  release reporting its financial results for the fourth quarter
  ended December 31, 2004.
  
  The information furnished pursuant to this Item 2.02, including
  Exhibit 99, shall not be deemed "filed" for purposes of Section
  18 of the Securities Exchange Act of 1934, as amended, nor shall
  it be deemed incorporated by reference in any filing under the
  Securities Act of 1933, as amended, except as shall be expressly
  set forth by specific reference in such filing.
  
  Item 9.01.  Financial Statements and Exhibits.
  
  (c) Exhibits.
  
  The following Exhibit is furnished as part of this report:
  
    Exhibit 99     Press release dated February 17, 2005 reporting
                   the financial results of BayCorp Holdings, Ltd.
                   for the fourth quarter ended December 31, 2004.
  
                                  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.
  
  FEBRUARY 22, 2005      By:  /s/ Frank W. Getman Jr.
                            -------------------------
                            Frank W. Getman Jr.
                            President and Chief Executive Officer
  
                                  3
  EXHIBIT INDEX
  
  Exhibit
  Number      Description
  
  99          Press release dated February 17, 2005 reporting the
              financial results of BayCorp Holdings, Ltd. for the
              fourth quarter ended December 31, 2004.
  
                                  4