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):
                             April 20, 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 2 - Financial Information
  
  Item 2.01 Completion of Acquisition or Disposition of Assets.
  
       On April 19, 2005, Nacogdoches Gas, LLC, ("Nacogdoches Gas")
  a  wholly-owned subsidiary of BayCorp Holdings, Ltd. ("BayCorp"),
  completed  its  acquisition of natural gas production  assets  in
  Nacogdoches  County, Texas formerly owned by SunStone Corporation
  ("SunStone") for approximately $3.4 million.
  
       The acquired assets include a 90% undivided interest in:
  
            Net revenue interests ranging from approximately 20% to
            approximately  30% in four producing  gas  wells.   The
            current   production  attributed  to  the  net  revenue
            interests  in  these  four wells is  approximately  250
            thousand  cubic  feet of natural gas per  day  and  the
            estimated  reserves  attributed  to  the  net   revenue
            interests being acquired are approximately 1.25 bcf.
  
            A  75.6%  ownership interest in 3D seismic survey  data
            that   covers   approximately  49   square   miles   in
            Nacogdoches County.
  
            A  37.8%  undivided leasehold interest in approximately
            3,800  acres within the area covered by the 3D  seismic
            survey data.
  
       Nacogdoches  Gas  acquired SunStone's assets  in  accordance
  with the terms of the Project Development Agreement dated January
  7,  2005  between  Sonerra Resources Corporation ("Sonerra")  and
  Nacogdoches Gas and the Acquisition Agreement dated as  of  March
  22,   2005  among  Sonerra,  Pinnacle  Energy  Group,  L.C.   and
  Nacogdoches  Gas.  Under its agreement with Sonerra,  Nacogdoches
  Gas will have a 90% interest and Sonerra will have a 10% interest
  in  these assets until 110% of the $3.4 million purchase price of
  the   SunStone  assets  and  all  of  the  funding  provided   by
  Nacogdoches  Gas  for  wells drilled under the  January  7,  2005
  agreement  is  recovered.   Once  Nacogdoches  Gas  recovers  its
  investment and other operating costs, its interest in all  assets
  will become 50% and Sonerra will own the other 50%.
  
       Other  than  the transactions described above, there  is  no
  material    relationship   between   BayCorp    (including    its
  subsidiaries)  and  SunStone.  The funds for  the  purchase  were
  raised by BayCorp as part of the convertible debt financing  with
  the  Sloan  Group Ltd. closed on March 15, 2005 and disclosed  in
  BayCorp's Current Report on Form 8-K filed on March 18, 2005.
  
       On  April 20, 2005, BayCorp issued a press release reporting
  the completion of the acquisition of the SunStone assets.
  
  Section 9 - Financial Statements and Exhibits
  
  Item 9.01 Financial Statements and Exhibits.
  
       (a)  Financial Statements of Business Acquired.
  
            As  permitted  by  Item 9.01(a)(4)  of  Form  8-K,  the
            financial  statements required by  Item  9.01(a)(1)  of
            Form 8-K will be filed pursuant to an amendment to this
            Current  Report on Form 8-K not later than seventy  one
            (71)  calendar days after the date this current  report
            must be filed.
  
       (b)  Pro Forma Financial Information.
  
                                  2
  
  <Page>
  
            As  permitted by Item 9.01(b)(2) for Form 8-K, the  pro
            forma financial information required by Item 9.01(b)(1)
            of  Form 8-K will be filed pursuant to an amendment  to
            this  Current Report of Form 8-K not later than seventy
            one  (71)  calendar  days after the date  this  current
            report must be filed.
  
       (c)  Exhibits.
  
            Exhibit 2.1* Acquisition   Agreement   among    Sonerra
                         Resources  Corporation,  Pinnacle   Energy
                         Group,  L.C., and Nacogdoches Gas,  L.L.C.
                         relating  to  the acquisition  of  certain
                         assets  of SunStone Corporation  dated  as
                         of March 22, 2005.
  
            Exhibit 2.2  Project   Development  Agreement   between
                         Sonerra    Resources    Corporation    and
                         Nacogdoches Gas, L.L.C. dated  January  7,
                         2005  and  filed  as Exhibit  2.4  to  the
                         Company's  Annual  Report  on  Form   10-K
                         (File  No. 1-12527) on March 31, 2005  and
                         incorporated herein by reference.
  
            Exhibit 99   Press   release  dated  April   20,   2005
                         reporting    the   completion    of    the
                         acquisition of certain assets of  SunStone
                         Corporation.
  
  *Certain  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.
  
  
  
  APRIL 25, 2005         By: /s/ Anthony M. Callendrello
                            -------------------------------
                            Anthony M. Callendrello
                            Secretary and Chief Operating Officer
  
  
  
                                  4
  
  <Page>
  
  <Table>
  <Caption
  
  EXHIBIT INDEX
  
  
    Exhibit
    Number     Description
  
      <S>      <C>
     2.1*      Acquisition   Agreement  among   Sonerra   Resources
               Corporation,  Pinnacle  Energy  Group,   L.C.,   and
               Nacogdoches  Gas, L.L.C. relating to the acquisition
               of  certain assets of SunStone Corporation dated  as
               of March 22, 2005.
  
      2.2      Project   Development  Agreement   between   Sonerra
               Resources  Corporation and Nacogdoches  Gas,  L.L.C.
               dated  January 7, 2005 and filed as Exhibit  2.4  to
               the  Company's Annual Report on Form 10-K (File No0.
               1-12527)  on March 31, 2005 and incorporated  herein
               by reference.
  
      99       Press  release  dated April 20, 2005  reporting  the
               completion of the acquisition of certain  assets  of
               SunStone Corporation.
  
  
  
  *Certain  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.
  
  
  </Table>
  
  
                                  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):
                             April 20, 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 2 - Financial Information
  
  Item 2.01 Completion of Acquisition or Disposition of Assets.
  
       On April 19, 2005, Nacogdoches Gas, LLC, ("Nacogdoches Gas")
  a  wholly-owned subsidiary of BayCorp Holdings, Ltd. ("BayCorp"),
  completed  its  acquisition of natural gas production  assets  in
  Nacogdoches  County, Texas formerly owned by SunStone Corporation
  ("SunStone") for approximately $3.4 million.
  
       The acquired assets include a 90% undivided interest in:
  
            Net revenue interests ranging from approximately 20% to
            approximately  30% in four producing  gas  wells.   The
            current   production  attributed  to  the  net  revenue
            interests  in  these  four wells is  approximately  250
            thousand  cubic  feet of natural gas per  day  and  the
            estimated  reserves  attributed  to  the  net   revenue
            interests being acquired are approximately 1.25 bcf.
  
            A  75.6%  ownership interest in 3D seismic survey  data
            that   covers   approximately  49   square   miles   in
            Nacogdoches County.
  
            A  37.8%  undivided leasehold interest in approximately
            3,800  acres within the area covered by the 3D  seismic
            survey data.
  
       Nacogdoches  Gas  acquired SunStone's assets  in  accordance
  with the terms of the Project Development Agreement dated January
  7,  2005  between  Sonerra Resources Corporation ("Sonerra")  and
  Nacogdoches Gas and the Acquisition Agreement dated as  of  March
  22,   2005  among  Sonerra,  Pinnacle  Energy  Group,  L.C.   and
  Nacogdoches  Gas.  Under its agreement with Sonerra,  Nacogdoches
  Gas will have a 90% interest and Sonerra will have a 10% interest
  in  these assets until 110% of the $3.4 million purchase price of
  the   SunStone  assets  and  all  of  the  funding  provided   by
  Nacogdoches  Gas  for  wells drilled under the  January  7,  2005
  agreement  is  recovered.   Once  Nacogdoches  Gas  recovers  its
  investment and other operating costs, its interest in all  assets
  will become 50% and Sonerra will own the other 50%.
  
       Other  than  the transactions described above, there  is  no
  material    relationship   between   BayCorp    (including    its
  subsidiaries)  and  SunStone.  The funds for  the  purchase  were
  raised by BayCorp as part of the convertible debt financing  with
  the  Sloan  Group Ltd. closed on March 15, 2005 and disclosed  in
  BayCorp's Current Report on Form 8-K filed on March 18, 2005.
  
       On  April 20, 2005, BayCorp issued a press release reporting
  the completion of the acquisition of the SunStone assets.
  
  Section 9 - Financial Statements and Exhibits
  
  Item 9.01 Financial Statements and Exhibits.
  
       (a)  Financial Statements of Business Acquired.
  
            As  permitted  by  Item 9.01(a)(4)  of  Form  8-K,  the
            financial  statements required by  Item  9.01(a)(1)  of
            Form 8-K will be filed pursuant to an amendment to this
            Current  Report on Form 8-K not later than seventy  one
            (71)  calendar days after the date this current  report
            must be filed.
  
       (b)  Pro Forma Financial Information.
  
                                  2
  As  permitted by Item 9.01(b)(2) for Form 8-K, the  pro
            forma financial information required by Item 9.01(b)(1)
            of  Form 8-K will be filed pursuant to an amendment  to
            this  Current Report of Form 8-K not later than seventy
            one  (71)  calendar  days after the date  this  current
            report must be filed.
  
       (c)  Exhibits.
  
            Exhibit 2.1* Acquisition   Agreement   among    Sonerra
                         Resources  Corporation,  Pinnacle   Energy
                         Group,  L.C., and Nacogdoches Gas,  L.L.C.
                         relating  to  the acquisition  of  certain
                         assets  of SunStone Corporation  dated  as
                         of March 22, 2005.
  
            Exhibit 2.2  Project   Development  Agreement   between
                         Sonerra    Resources    Corporation    and
                         Nacogdoches Gas, L.L.C. dated  January  7,
                         2005  and  filed  as Exhibit  2.4  to  the
                         Company's  Annual  Report  on  Form   10-K
                         (File  No. 1-12527) on March 31, 2005  and
                         incorporated herein by reference.
  
            Exhibit 99   Press   release  dated  April   20,   2005
                         reporting    the   completion    of    the
                         acquisition of certain assets of  SunStone
                         Corporation.
  
  *Certain  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
  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.
  
  APRIL 25, 2005         By: /s/ Anthony M. Callendrello
                            -------------------------------
                            Anthony M. Callendrello
                            Secretary and Chief Operating Officer
  
                                  4
  2.1*      Acquisition   Agreement  among   Sonerra   Resources
               Corporation,  Pinnacle  Energy  Group,   L.C.,   and
               Nacogdoches  Gas, L.L.C. relating to the acquisition
               of  certain assets of SunStone Corporation dated  as
               of March 22, 2005.
  
      2.2      Project   Development  Agreement   between   Sonerra
               Resources  Corporation and Nacogdoches  Gas,  L.L.C.
               dated  January 7, 2005 and filed as Exhibit  2.4  to
               the  Company's Annual Report on Form 10-K (File No0.
               1-12527)  on March 31, 2005 and incorporated  herein
               by reference.
  
      99       Press  release  dated April 20, 2005  reporting  the
               completion of the acquisition of certain  assets  of
               SunStone Corporation.
  
  *Certain  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