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):
                           January 7, 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 1.01. Entry into a Material Definitive Agreement.
  
       On January 7, 2005, Nacogdoches Gas, LLC, a wholly owned
  subsidiary of BayCorp Holdings, Ltd. (the "Registrant"), entered
  into an agreement with Sonerra Resources, Inc. (the "Agreement")
  under which Nacogdoches Gas will fund the development of three
  natural gas and oil wells.  In addition, Nacogdoches Gas has an
  option to participate in Sonerra's continued development of
  natural gas and oil wells over the next two years.  Under the
  agreement with Sonerra, Nacogdoches Gas will receive a priority
  return until its aggregate investment is recovered.  Nacogdoches
  Gas' funding for the first three wells is estimated to total
  between $6,000,000 and $9,000,000.  Nacogdoches Gas plans on
  funding its participation in the development of additional wells
  through a combination of its existing cash and external
  financing.
  
       A press release relating to the Agreement, dated January 7,
  2005 is attached hereto as Exhibit 99.
  
  
  
  Item 9.01.  Financial Statements and Exhibits.
  
  (c) Exhibits.
  
            Exhibit 99     Press release dated January 7, 2005.
  
  
                                  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.
  
  
  
  January 11, 2005          By:   /s/ Frank W. Getman
                            -----------------------------------
                            Frank W. Getman Jr.
                            President and Chief Executive Officer
  
  
  
                                  3
  <Page>
  
  
                            EXHIBIT INDEX
  
  
  Exhibit
  Number       Description
  
  99           Press release dated January 7, 2005.
  
  
  
                                  4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "baycorp8kjan2005.txt", "description": "BAYCORP HOLDINGS, LTD. FORM 8-K", "secsgml_size_bytes": 3865}]
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": "05523134"}, "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):
                           January 7, 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 1.01. Entry into a Material Definitive Agreement.
  
       On January 7, 2005, Nacogdoches Gas, LLC, a wholly owned
  subsidiary of BayCorp Holdings, Ltd. (the "Registrant"), entered
  into an agreement with Sonerra Resources, Inc. (the "Agreement")
  under which Nacogdoches Gas will fund the development of three
  natural gas and oil wells.  In addition, Nacogdoches Gas has an
  option to participate in Sonerra's continued development of
  natural gas and oil wells over the next two years.  Under the
  agreement with Sonerra, Nacogdoches Gas will receive a priority
  return until its aggregate investment is recovered.  Nacogdoches
  Gas' funding for the first three wells is estimated to total
  between $6,000,000 and $9,000,000.  Nacogdoches Gas plans on
  funding its participation in the development of additional wells
  through a combination of its existing cash and external
  financing.
  
       A press release relating to the Agreement, dated January 7,
  2005 is attached hereto as Exhibit 99.
  
  Item 9.01.  Financial Statements and Exhibits.
  
  (c) Exhibits.
  
            Exhibit 99     Press release dated January 7, 2005.
  
                                  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.
  
  January 11, 2005          By:   /s/ Frank W. Getman
                            -----------------------------------
                            Frank W. Getman Jr.
                            President and Chief Executive Officer
  
                                  3
  EXHIBIT INDEX
  
  Exhibit
  Number       Description
  
  99           Press release dated January 7, 2005.
  
                                  4