<PAGE>

                       As filed with the Securities and
                    Exchange Commission on October 22, 2001

                                                Registration No. 333- __________

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                      ----------------------------------

                                   FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                      ----------------------------------

                            BAYCORP HOLDINGS, LTD.
              (Exact name of issuer as specified in its charter)

                  Delaware                                02-0488443
        (State or other jurisdiction of                (I.R.S. Employer
        incorporation or organization)                Identification No.)

                      222 International Drive, Suite 125
                        Portsmouth, New Hampshire 03801
          (Address of Principal Executive Offices Including Zip Code)

          BAYCORP HOLDINGS, LTD. 2001 NON-STATUTORY STOCK OPTION PLAN
                             (Full title of plan)

                              FRANK W. GETMAN JR.
                     President and Chief Executive Officer
                            BayCorp Holdings, Ltd.
                      222 International Drive, Suite 125
                        Portsmouth, New Hampshire 03801
                                (603) 431-6600
               (Name, address, including zip code, and telephone
              number, including area code, of agent for service)

                     Copy to: RICHARD A. SAMUELS, ESQUIRE
                      McLane, Graf, Raulerson & Middleton
                           Professional Association
                         900 Elm Street, P.O. Box 326
                     Manchester, New Hampshire 03105-0326

                       --------------------------------
           Approximate date of proposed sales pursuant to the Plan:
   From time to time after the effective date of this Registration Statement

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------

Title of                                Proposed Maximum         Proposed Maximum      Amount of
Securities To       Amount To Be        Aggregate Offering       Aggregate             Registration
Be Registered       Registered/1/       Price Per Share/2/       Offering Price/2/     Fee

----------------------------------------------------------------------------------------------------
<S>                 <C>                 <C>                      <C>                   <C>
Common Stock
par value $.01      500,000                   $ 9.10                $4,550,000           $1,137.50
</TABLE>

------------------------
     /1/  This registration statement also covers an indeterminate number of
additional shares that may be offered or sold to prevent dilution resulting from
stock splits, stock dividends or similar transactions.

     /2/ Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (h) on the basis of the average high and low prices for the
Common Stock as reported on the American Stock Exchange on October 17, 2001.
<PAGE>

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>
                                                                       Page
                                                                       ----
<S>                                                                    <C>
AVAILABLE INFORMATION                                                    3

THE PLAN                                                                 3
         General                                                         3
         Adoption of the Plan                                            3
         Purpose of the Plan                                             3
         Administration                                                  3
         Eligible Employees                                              4
         Shares Available for Stock Options                              4
         Purchase Price                                                  4
         Payment                                                         4
         Transfer                                                        4
         Termination                                                     4
         Stock Option Agreement                                          4
         Adjustment and Acceleration                                     4
         Amendment                                                       6
         Effective Date and Duration of Plan                             6

SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES                       6

PERIODIC REPORTS TO STOCKHOLDERS                                         7

CERTAIN OTHER INFORMATION                                                7
</TABLE>

                                       2
<PAGE>

                                    PART I

                                 INTRODUCTION

     This Registration Statement on Form S-8 relates to the registration of
500,000 shares of BayCorp Holdings, Ltd. (the "Company") common stock, $.01 par
value per share, issuable upon exercise of options granted under the BayCorp
Holdings, Ltd. 2001 Non-Statutory Stock Option Plan (the "Plan").

                             AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements, and other information can be inspected and copied at the SEC's
public reference rooms at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the SEC's Regional Office located at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. The Company's SEC filings should also be available to the
public from commercial document retrieval services and at the Internet web site
maintained by the SEC at http://www.sec.gov.

     The Company will provide without charge to any person, including any
beneficial owner, to whom this Registration Statement is delivered, upon written
or oral request, a copy of its most recent annual report to stockholders and any
and all documents incorporated herein by reference (other than certain exhibits
to such documents). See "Certain Other Information." Written requests should be
directed to the President and Chief Executive Officer, BayCorp Holdings, Ltd.,
222 International Drive, Suite 125, Portsmouth, New Hampshire 03801. Telephone
requests may be directed to (603) 431-6600.


                                   THE PLAN

General. The following description of the Plan is intended to assist you in
-------
becoming familiar with the Plan, but does not purport to be complete and is
qualified in its entirety by reference to the complete text of the Plan, which
is attached hereto as Exhibit 99 or may be examined at the Company's Human
Resources Department. In the case of any conflict or apparent conflict between
the following description and the full text of the Plan, the full text will
control. Additional information about the Plan and the Plan administrators may
be obtained from the Company at the above address and telephone number.

Adoption of the Plan. The Plan was adopted by the Directors of the Company as of
--------------------
May 2, 2001.

Purpose of the Plan. The purpose of this plan is to secure for the Company and
-------------------
its shareholders the benefits arising from capital stock ownership by employees,
officers and directors of, and consultants or advisors to, the Company and its
parent and subsidiary corporations who are expected to contribute to the
Company's future growth and success. Except where the context otherwise
requires, the term "Company" includes the parent and all present and future
subsidiaries of the Company as defined in Sections 424(e) and 424(f) of the
Internal Revenue Code of 1986, as amended or replaced from time to time (the
"Code").

The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974.

Administration. The Plan is administered by the Board of Directors of the
--------------
Company (the "Board of Directors"). Employees of the Company may be elected to
the Board of Directors and, currently, one employee of the Company is a member
of the Board of Directors. The Board of Directors are elected at the annual
meeting of the stockholders of the Company by such stockholders as have the
right to vote on such election. Each director holds office until the next annual
meeting and until his successor is elected and qualified, or until his death,
resignation or removal. Any vacancy is filled by a vote of the majority of the
directors then in office. A director may be removed only for cause by the
affirmative vote of the holders of two thirds of the shares of the capital stock
of the corporation issued and outstanding and entitled to vote.

                                       3
<PAGE>

Eligible Employees. Options may be granted to persons who are, at the time of
------------------
grant, employees, officers or directors of, or consultants or advisors to, the
Company. A person who has been granted an option may, if he or she is otherwise
eligible, be granted additional options if the Board of Directors so determines.

Shares Available for Stock Options. Subject to adjustment for recapitalizations
----------------------------------
and related transactions the maximum number of shares of Common Stock which may
be issued and sold under the Plan is 500,000 shares. If an option granted under
the Plan will expire or terminate for any reason without having been exercised
in full, the unpurchased shares subject to such option will again be available
for subsequent option grants under the Plan. If shares issued upon exercise of
an option under the Plan are tendered to the Company in payment of the exercise
price of an option granted under the Plan, such tendered shares will again be
available for subsequent option grants under the Plan.

Purchase Price. The purchase price per share of stock deliverable upon the
--------------
exercise of an option will be determined by the Board of Directors.
Notwithstanding the foregoing, from and after the registration of the common
stock of the Company under the Exchange Act, the purchase price per share of
stock deliverable upon the exercise of an option will be determined either (i)
by the Board of Directors, of which all members will be "disinterested persons"
(as hereinafter defined), or (ii) by two or more directors having full authority
to act in the matter, each of whom will be a "disinterested person." For the
purposes of the Plan, a director is deemed to be a "disinterested person" only
if such person qualifies as a "disinterested person" within the meaning of Rule
16b-3, as such term is interpreted from time to time and also qualifies as an
"outside director" within the meaning of Section 162(m) of the Code, as such
term is interpreted from time to time.

Payment. The option price is to be paid in full by delivery of cash or a check
-------
to the order of the Company in an amount equal to the exercise price of such
options, or, to the extent provided in the applicable option agreement, (i) by
delivery to the Company of shares of Common Stock of the Company already owned
by the optionee having a fair market value equal in amount to the exercise price
of the options being exercised or (ii) by any other means (including, without
limitation, by delivery of a promissory note of the optionee payable on such
terms as are specified by the Board of Directors) which the Board of Directors
determines are consistent with the purpose of the Plan and with applicable laws
and regulations (including, without limitation, the provisions of Regulation T
promulgated by the Federal Reserve Board). The fair market value of any shares
of the Company's Common Stock or other non-cash consideration which may be
delivered upon exercise of an option will be determined by the Board of
Directors.

Transfer. Options are not assignable or transferable by the person to whom they
--------
are granted, either voluntarily or by operation of law, except by will or the
laws of descent and distribution, and, during the life of the optionee, will be
exercisable only by the optionee; provided, however, that options may be
transferred pursuant to a qualified domestic relations order (as defined in Rule
16b-3).

Termination. Subject to the provisions of the Plan, the Board of Directors will
-----------
determine the period of time during which an optionee may exercise an option
following (i) the termination of the optionee's employment or other relationship
with the Company or (ii) the death or disability of the optionee. Such periods
will be set forth in the agreement evidencing such option.

Stock Option Agreement. Each stock option will be confirmed by a stock option
----------------------
agreement which will be executed by the Chairman of the Board of Directors or
the President on behalf of the Company and by the person to whom such stock
option is granted.

Adjustment and Acceleration. If, through or as a result of any merger,
---------------------------
consolidation, sale of all or substantially all of the assets of the Company,
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other similar transaction, (i) the outstanding shares of
common stock of the Company ("Common Stock") are increased, decreased or
exchanged for a different number or kind of shares or other securities of the
Company, or (ii) additional shares or new or different shares or other
securities of the Company or other non-cash assets are distributed with respect
to such shares of Common Stock or other securities, an appropriate and
proportionate adjustment may be made in (x) the maximum number and kind of
shares reserved for issuance under the Plan, (y) the number and kind of shares
or other securities subject to any then outstanding options under the Plan, and
(z) the price for each share subject to any then outstanding options under the
Plan, without changing the aggregate purchase price as to which such options
remain exercisable.

                                       4
<PAGE>

     In the event of a consolidation or merger or sale of all or substantially
all of the assets of the Company in which outstanding shares of Common Stock are
exchanged for securities, cash or other property of any other corporation or
business entity or in the event of a liquidation of the Company, the Board of
Directors of the Company, or the board of directors of any corporation assuming
the obligations of the Company, may, in its discretion, take any one or more of
the following actions, as to outstanding options: (i) provide that such options
will be assumed, or equivalent options will be substituted, by the acquiring or
succeeding corporation (or an affiliate thereof), (ii) upon written notice to
the optionees, provide that all unexercised options will terminate immediately
prior to the consummation of such transaction unless exercised by the optionee
within a specified period following the date of such notice, (iii) in the event
of a merger under the terms of which holders of the Common Stock of the Company
will receive upon consummation thereof a cash payment for each share surrendered
in the merger (the "Merger Price"), make or provide for a cash payment to the
optionees equal to the difference between (A) the Merger Price times the number
of shares of Common Stock subject to such outstanding options (to the extent
then exercisable at prices not in excess of the Merger Price) and (B) the
aggregate exercise price of all such outstanding options in exchange for the
termination of such options, and (iv) provide that all or any outstanding
options will become exercisable in full immediately prior to such event.

     The Company may grant options under the Plan in substitution for options
held by employees of another corporation who become employees of the Company, or
a subsidiary of the Company, as the result of a merger or consolidation of the
employing corporation with the Company or a subsidiary of the Company, or as a
result of the acquisition by the Company, or one of its subsidiaries, of
property or stock of the employing corporation. The Company may direct that
substitute options be granted on such terms and conditions as the Board of
Directors considers appropriate in the circumstances.

     The Board of Directors may, in its sole discretion, (i) accelerate the date
or dates on which all or any particular option or options granted under the Plan
may be exercised or (ii) extend the dates during which all, or any particular,
option or options granted under the Plan may be exercised.

     Upon the death or disability (within the meaning of Section 22(e)(3) of the
Code) of an optionee, all options that were not yet exercisable by the optionee
will immediately be exercisable.

     Notwithstanding any other provision of the Plan and except as otherwise
provided in the relevant option agreement, in the event of a "Change in Control
of the Company" (as defined below), the exercise dates of all options then
outstanding will be accelerated in full and any restrictions on exercising
outstanding options issued pursuant to the Plan prior to any given date will
terminate. For purposes of the Plan, a "Change in Control of the Company" will
occur or be deemed to have occurred only if (i) any "person", as such term is
used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company,
any trustee or other fiduciary holding securities under an employee benefit plan
of the Company, or any corporation owned directly or indirectly by the
stockholders of the Company in substantially the same proportion as their
ownership of stock of the Company), is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 30% or more of the combined voting power
of the Company's then outstanding securities; (ii) during any period of two
consecutive years ending during the term of the Plan (not including any period
prior to the adoption of the Plan), individuals who at the beginning of such
period constitute the Board of Directors of the Company, and any new director
(other than a director designated by a person who has entered into an agreement
with the Company to effect any transaction described in clause (i), (iii) or
(iv) of this Section 12(d)) whose election by the Board of Directors or
nomination for election by the Company's stockholders was approved by a vote of
at least two-thirds of the directors then still in office who were either
directors at the beginning of the period or whose election or whose nomination
for election was previously so approved (collectively, the "Disinterested
Directors"), cease for any reason to constitute a majority of the Board of
Directors; (iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than (A) a merger
or consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 50% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation or (B) a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction) in which no
"person" (as hereinabove defined) acquires more than 30% of the combined voting
power of the Company's then outstanding securities or (C) a merger or
consolidation which has been approved by a majority of the Disinterested
Directors; or (iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for

                                       5
<PAGE>

the sale or disposition by the Company of all or substantially all of the
Company's assets which, in either case, has not previously been approved by a
majority of the Disinterested Directors. Notwithstanding the foregoing, the
Board of Directors of the Company may, in its sole discretion, by a resolution
adopted by two-thirds of the Disinterested Directors prior to the occurrence of
any of the events otherwise constituting a Change in Control of the Company,
declare that such event will not constitute a Change in Control of the Company
for the purposes of the Plan. If such resolution is adopted, such event will not
constitute a Change in Control of the Company for any purpose of the Plan.

Amendment. The Board of Directors may at any time, and from time to time, modify
---------
or amend the Plan in any respect, except that if at any time the approval of the
shareholders of the Company is required under Rule 16b-3, the Board of Directors
may not effect such modification or amendment without such approval.

     The termination or any modification or amendment of the Plan will not,
without the consent of an optionee, affect his or her rights under an option
previously granted to him or her. With the consent of the optionee affected, the
Board of Directors may amend outstanding option agreements in a manner not
inconsistent with the Plan. The Board of Directors will have the right to amend
or modify the terms and provisions of the Plan and of any outstanding option to
the extent necessary to ensure the qualification of the Plan under Rule 16b-3.

Effective Date and Duration of Plan. The date of adoption of the Plan is May 2,
-----------------------------------
2001. No stock option may be granted under the Plan subsequent to May 2, 2011.

              SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES

     Because nonstatutory stock options granted under the Plan are not
transferable and will not be actively traded on an established market, an option
holder will not recognize income on the grant of a nonstatutory stock option.

     An option holder will recognize ordinary income at the time of the exercise
of a nonstatutory stock option provided the shares issued pursuant to such
exercise are either transferable or not subject to a substantial risk of
forfeiture. The amount of such ordinary income will be equal to the excess, if
any, of the fair market value of the shares at the time of exercise over the
exercise price.

     When ordinary income is recognized by an option holder in connection with
the receipt of shares on the exercise of a nonstatutory stock option, the
Company will be entitled to a deduction, in the amount of ordinary income so
recognized by the option holder, provided the Company satisfies certain federal
income tax withholding requirements.

     Gain or loss from the sale or exchange of shares acquired on the exercise
of a nonstatutory stock option will generally be treated as capital gain or loss
provided the shares are held as capital assets at the time of sale or exchange.
If such shares have been held for the requisite holding period, then the capital
gain or loss will generally be treated as long-term capital gain or loss.
Currently, the requisite holding period for long-term capital gain treatment
upon the sale or exchange of shares acquired upon the exercise of a nonstatutory
stock option is more than one year.

     The Plan is not qualified under Section 401(a) of the Code.

Consultation With Tax Advisor
-----------------------------

     The rules governing the tax treatment of options and shares acquired on the
exercise thereof are quite technical, so that the above description of tax
consequences is necessarily general in nature and does not purport to be
complete. Moreover, statutory provisions are, of course, subject to change, as
are their interpretations, and their application may vary in individual
circumstances. Option holders are urged to consult with their tax advisers for
information with respect to the results which would pertain to their particular
circumstances.

     The consequences, under applicable state and local income tax laws, of the
grant or exercise of nonstatutory stock options, and the sale or exchange of
shares acquired on exercise, may not be the same as under the federal income tax
laws.

                                       6
<PAGE>

                       PERIODIC REPORTS TO STOCKHOLDERS


     The Company furnishes its stockholders with audited financial statements
for each fiscal year and furnishes stockholders of record with summary unaudited
financial results for the first three quarters of each fiscal year. Copies of
these documents, and any other communications sent to the Company's stockholders
generally, will also be furnished to all participants in the Plan.

                           CERTAIN OTHER INFORMATION

     The Company has filed with the Commission a Registration Statement on Form
S-8 under the Securities Act of 1933 with respect to the Company's common stock
offered under the Plan. Documents incorporated by reference in Item 3 of Part II
of this Registration Statement, and any other documents required to be delivered
to employees pursuant to Rule 428(b) of the Securities Act of 1933 are
available, without charge, upon oral or written request to the President and
Chief Executive Officer, BayCorp Holdings, Ltd., 222 International Drive, Suite
125 Portsmouth, New Hampshire 03801 and telephone number (603) 431-6600. All of
the documents referred to in this Registration Statement and additional
information concerning the Company may be inspected and copied at the public
reference facilities maintained by the Commission at the addresses set forth in
the "Available Information" section of this Registration Statement. In addition,
all documents incorporated by reference in Item 3 of Part II of this
Registration Statement are incorporated by reference into the prospectus.

                                       7
<PAGE>

                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3.  Incorporation of Documents by Reference.
         ----------------------------------------

         The following documents filed by the Company with the Commission are
incorporated herein by reference:

         1.    Annual Report on Form 10-K for the Fiscal Year Ended December 31,
               2000.

         2.    Quarterly Reports on Form 10-Q for the quarters ended March 31,
               2001 and June 30, 2001.

         3.    The description of the Common Stock which is contained in the
               Company's Registration Statement filed pursuant to Section 12 of
               the Exchange Act, and any amendment or report filed for the
               purpose of updating such description.

         All documents filed by the Company after the date of this prospectus
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters such securities then
remaining unsold, will be deemed to be incorporated herein by reference and to
be a part hereof from the date of filing such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein will
be deemed to be modified or superseded for purposes of this prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded will be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.

Item 6.  Indemnification of Directors and Officers
         -----------------------------------------

         Delaware Code Title 8 Section 145 empowers a corporation, subject to
certain limitations, to indemnify its directors and officers against expenses
(including attorneys' fees, judgments, fines and amounts paid in settlement)
actually and reasonably incurred by them in connection with any civil or
criminal suit or proceeding (other than a derivative action) to which they are
parties or threatened to be made parties by reason of being directors or
officers, if they acted in good faith and in a manner reasonably believed to be
in or not opposed to the best interests of the corporation (and with respect to
any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful). The power to indemnify in connection with an action or
suit by or in the right of the corporation (a derivative action) is more
limited. Indemnification against expenses actually and reasonably incurred is
required if a director or officer is wholly successful in defense of an action,
suit or proceeding of the type where indemnity is permitted by the statute.
Unless ordered by a court, indemnification under the statute, other than
mandatory indemnification against expenses, may be made only if a determination
that indemnification is proper has been made by a prescribed vote of the board
of directors, special legal counsel in certain cases, by the shareholders or by
the prescribed vote of a committee duly designated by the board of directors, in
certain cases. Indemnification provided for by Delaware Code Title 8 Section 145
is not exclusive and a corporation is empowered to maintain insurance on behalf
of its directors and officers against any liability asserted against them in
that capacity, whether or not the corporation would have the power under that
section to indemnify them.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing or any existing arrangement or otherwise,
the Company has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy and is, therefore,
unenforceable.

         The bylaws of the Company provide that it will indemnify any director
or officer to the fullest extent allowed by law. The Company currently maintains
insurance on behalf of its directors and officers against liability asserted
against them in that capacity.

                                       8
<PAGE>

Item 8.  Exhibits
         --------

         The exhibits listed on the Exhibit Index on page 13 of this
Registration Statement are filed herewith or are incorporated herein by
reference to other filings.

Item 9.  Undertakings
         ------------

(a)      The undersigned Registrant hereby undertakes:

         (1)   To file, during any period in which offers or sales are being
               made, a post-effective amendment to the Registration Statement

               (i)    to include any prospectus required by Section 10(a) (3) of
                      the Securities Act of 1933;

               (ii)   to reflect in the prospectus any facts or events arising
                      after the effective date of the Registration Statement (or
                      the most recent post-effective amendment thereof) which,
                      individually or in the aggregate, represent a fundamental
                      change in the information set forth in the Registration
                      Statement; and

               (iii)  to include any material information with respect to the
                      plan of distribution not previously disclosed in the
                      Registration Statement or any material change to such
                      information in the Registration Statement;

               provided, however, that paragraphs (i) and (ii) do not apply if
               the information required to be included in a post-effective
               amendment by those paragraphs is contained in periodic reports
               filed by the Registrant pursuant to Section 13 or Section 15(d)
               of the Securities Exchange Act of 1934 that are incorporated by
               reference in the Registration Statement.

         (2)   That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment will
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time will be deemed to be the initial bona fide offering
               thereof.

         (3)   To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

(b)      The Company hereby undertakes that for the purpose of determining any
         liability under the Securities Act, each filing of the Company's annual
         report pursuant to Section 13(a) or Section 15(d) of the Securities Act
         that is incorporated by reference in the Registration Statement will be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time will
         be deemed to be the initial bona fide offering thereof.

(e)      The undersigned Company hereby undertakes to deliver or cause to be
         delivered with the prospectus, to each person to whom the prospectus is
         sent or given, the latest annual report to security holders that is
         incorporated by reference in the prospectus and furnished pursuant to
         and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
         Securities Exchange Act of 1934; and, where interim financial
         information required to be presented by Article 3 of Regulation S-X is
         not set forth in the prospectus, to deliver, or cause to be delivered
         to each person to whom the prospectus is sent or given, the latest
         quarterly report that is specifically incorporated by reference in the
         prospectus to provide such interim financial information.

(h)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the Company pursuant to the provisions set forth in Item 6,
         or otherwise, the Company has been advised that in the opinion of the
         Securities and Exchange Commission

                                       9
<PAGE>

         such indemnification is against public policy as expressed in the
         Securities Act and is, therefore, unenforceable. In the event that a
         claim for indemnification against such liabilities (other than the
         payment by the Company expenses incurred or paid by a director, officer
         or controlling person of the Company in the successful defense of any
         action, suit or proceeding) is asserted by such director, officer or
         controlling person in connection with the securities being registered
         the Company will, unless in the opinion of its counsel the matter has
         been settled by controlling precedent, submit to a court of appropriate
         jurisdiction the question whether such indemnification by it is against
         public policy as expressed in the Securities Act of 1933 and will be
         governed by the final adjudication of such issue.

                                       10
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portsmouth, and State of New Hampshire, on October 5,
2001.

                                         BAYCORP HOLDINGS, LTD.

                                         /s/ Frank W. Getman, Jr.

                                         By:
                                            Frank W. Getman Jr., President and
                                            Chief Executive Officer

                               Power of Attorney

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Frank W. Getman Jr. his or her true and lawful
attorney-in-fact and agent with full power of substitution, for him or her and
in his or her name, place and stead, in any and all capacities to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming that said attorney-in-fact and agent or his or her
substitute may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
       Signature                              Title                          Dated
       ---------                              -----                          -----
<S>                           <C>                                       <C>
/s/ Frank W. Getman Jr.       President, Chief Executive Officer and    October 5, 2001
---------------------------   Director (Principal Executive Officer)
Frank W. Getman Jr.


/s/ Patrycia Barnard          Treasurer (Principal Financial Officer)   October 5, 2001
---------------------------
Patrycia Barnard


/s/ Alexander Ellis           Director                                  October 5, 2001
---------------------------
Alexander Ellis


/s/ Stanley I. Garnett        Director                                  October 18, 2001
---------------------------
Stanley I. Garnett


/s/ Michael R. Latina         Director                                  October 5, 2001
---------------------------
Michael R. Latina


/s/ Lawrence M. Robbins       Director                                  October 18, 2001
---------------------------
Lawrence M. Robbins
</TABLE>


                                       11
<PAGE>

<TABLE>
<S>                           <C>                                       <C>
/s/ John A. Tillinghast       Director                                  October 5, 2001
---------------------------
John A. Tillinghast


/s/ James S. Gordon           Director                                  October 18, 2001
---------------------------
James S. Gordon
</TABLE>

     Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on
October 5, 2001.

                                       BAYCORP HOLDINGS, LTD.
                                       (Board of Directors)



                                    By: /s/ Frank W. Getman Jr.
                                       ------------------------------------
                                       Frank W. Getman Jr.
                                       Director

                                       12
<PAGE>

                               INDEX OF EXHIBITS


         Exhibit
         Number      Description of Exhibits
         -------     -----------------------

         4.1         BayCorp Holdings, Ltd. Certificate of Incorporation is
                     incorporated by reference to Exhibit 4.1 and was filed as
                     an exhibit to the Registration Statement of BayCorp
                     Holdings, Ltd. on Form S-4 (Registration Statement 333-
                     3362) filed on July 12, 1996.

         4.2         Bylaws of BayCorp Holdings, Ltd. are incorporated by
                     reference to Exhibit 4.2 and were filed as an exhibit to
                     the Registration Statement of BayCorp Holdings, Ltd. on
                     Form S-4 (Registration Statement 333-3362) filed on July
                     12, 1996.

         5           Opinion of McLane, Graf, Raulerson & Middleton,
                     Professional Association re: Legality.

         24.1        Consent of McLane, Graf, Raulerson & Middleton,
                     Professional Association is contained in Exhibit 5 filed
                     herewith.

         24.2        Consent of Arthur Andersen, LLP

         99          BayCorp Holdings, Ltd. 2001 Non-Statutory Stock Option
                     Plan.

                                       13
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 41922}]
{"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": "S-8", "act": "33", "file-number": "333-71976", "film-number": "1763311"}, "business-address": {"street1": "222 INTERNATIONAL DRIVE", "street2": "SUITE 125", "city": "PORTSMOUTH", "state": "NH", "zip": "03801-6819", "phone": "(603) 431-6600"}, "mail-address": {"street1": "222 INTERNATIONAL DRIVE", "street2": "SUITE 125", "city": "PORTSMOUTH", "state": "NH", "zip": "03801-6819"}, "former-company": {"former-conformed-name": "GREAT BAY HOLDINGS CORP", "date-changed": "19960424"}}
As filed with the Securities and
                    Exchange Commission on October 22, 2001

                                                Registration No. 333- __________

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                      ----------------------------------

                                   FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                      ----------------------------------

                            BAYCORP HOLDINGS, LTD.
              (Exact name of issuer as specified in its charter)

                  Delaware                                02-0488443
        (State or other jurisdiction of                (I.R.S. Employer
        incorporation or organization)                Identification No.)

                      222 International Drive, Suite 125
                        Portsmouth, New Hampshire 03801
          (Address of Principal Executive Offices Including Zip Code)

          BAYCORP HOLDINGS, LTD. 2001 NON-STATUTORY STOCK OPTION PLAN
                             (Full title of plan)

                              FRANK W. GETMAN JR.
                     President and Chief Executive Officer
                            BayCorp Holdings, Ltd.
                      222 International Drive, Suite 125
                        Portsmouth, New Hampshire 03801
                                (603) 431-6600
               (Name, address, including zip code, and telephone
              number, including area code, of agent for service)

                     Copy to: RICHARD A. SAMUELS, ESQUIRE
                      McLane, Graf, Raulerson & Middleton
                           Professional Association
                         900 Elm Street, P.O. Box 326
                     Manchester, New Hampshire 03105-0326

                       --------------------------------
           Approximate date of proposed sales pursuant to the Plan:
   From time to time after the effective date of this Registration Statement

                        CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------

Title of                                Proposed Maximum         Proposed Maximum      Amount of
Securities To       Amount To Be        Aggregate Offering       Aggregate             Registration
Be Registered       Registered/1/       Price Per Share/2/       Offering Price/2/     Fee

----------------------------------------------------------------------------------------------------
Common Stock
par value $.01      500,000                   $ 9.10                $4,550,000           $1,137.50
------------------------
     /1/  This registration statement also covers an indeterminate number of
additional shares that may be offered or sold to prevent dilution resulting from
stock splits, stock dividends or similar transactions.

     /2/ Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (h) on the basis of the average high and low prices for the
Common Stock as reported on the American Stock Exchange on October 17, 2001.
TABLE OF CONTENTS
                               -----------------
Page
                                                                       ----
AVAILABLE INFORMATION                                                    3

THE PLAN                                                                 3
         General                                                         3
         Adoption of the Plan                                            3
         Purpose of the Plan                                             3
         Administration                                                  3
         Eligible Employees                                              4
         Shares Available for Stock Options                              4
         Purchase Price                                                  4
         Payment                                                         4
         Transfer                                                        4
         Termination                                                     4
         Stock Option Agreement                                          4
         Adjustment and Acceleration                                     4
         Amendment                                                       6
         Effective Date and Duration of Plan                             6

SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES                       6

PERIODIC REPORTS TO STOCKHOLDERS                                         7

CERTAIN OTHER INFORMATION                                                7
2
PART I

                                 INTRODUCTION

     This Registration Statement on Form S-8 relates to the registration of
500,000 shares of BayCorp Holdings, Ltd. (the "Company") common stock, $.01 par
value per share, issuable upon exercise of options granted under the BayCorp
Holdings, Ltd. 2001 Non-Statutory Stock Option Plan (the "Plan").

                             AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements, and other information can be inspected and copied at the SEC's
public reference rooms at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the SEC's Regional Office located at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. The Company's SEC filings should also be available to the
public from commercial document retrieval services and at the Internet web site
maintained by the SEC at http://www.sec.gov.

     The Company will provide without charge to any person, including any
beneficial owner, to whom this Registration Statement is delivered, upon written
or oral request, a copy of its most recent annual report to stockholders and any
and all documents incorporated herein by reference (other than certain exhibits
to such documents). See "Certain Other Information." Written requests should be
directed to the President and Chief Executive Officer, BayCorp Holdings, Ltd.,
222 International Drive, Suite 125, Portsmouth, New Hampshire 03801. Telephone
requests may be directed to (603) 431-6600.

                                   THE PLAN

General. The following description of the Plan is intended to assist you in
-------
becoming familiar with the Plan, but does not purport to be complete and is
qualified in its entirety by reference to the complete text of the Plan, which
is attached hereto as Exhibit 99 or may be examined at the Company's Human
Resources Department. In the case of any conflict or apparent conflict between
the following description and the full text of the Plan, the full text will
control. Additional information about the Plan and the Plan administrators may
be obtained from the Company at the above address and telephone number.

Adoption of the Plan. The Plan was adopted by the Directors of the Company as of
--------------------
May 2, 2001.

Purpose of the Plan. The purpose of this plan is to secure for the Company and
-------------------
its shareholders the benefits arising from capital stock ownership by employees,
officers and directors of, and consultants or advisors to, the Company and its
parent and subsidiary corporations who are expected to contribute to the
Company's future growth and success. Except where the context otherwise
requires, the term "Company" includes the parent and all present and future
subsidiaries of the Company as defined in Sections 424(e) and 424(f) of the
Internal Revenue Code of 1986, as amended or replaced from time to time (the
"Code").

The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974.

Administration. The Plan is administered by the Board of Directors of the
--------------
Company (the "Board of Directors"). Employees of the Company may be elected to
the Board of Directors and, currently, one employee of the Company is a member
of the Board of Directors. The Board of Directors are elected at the annual
meeting of the stockholders of the Company by such stockholders as have the
right to vote on such election. Each director holds office until the next annual
meeting and until his successor is elected and qualified, or until his death,
resignation or removal. Any vacancy is filled by a vote of the majority of the
directors then in office. A director may be removed only for cause by the
affirmative vote of the holders of two thirds of the shares of the capital stock
of the corporation issued and outstanding and entitled to vote.

                                       3
Eligible Employees. Options may be granted to persons who are, at the time of
------------------
grant, employees, officers or directors of, or consultants or advisors to, the
Company. A person who has been granted an option may, if he or she is otherwise
eligible, be granted additional options if the Board of Directors so determines.

Shares Available for Stock Options. Subject to adjustment for recapitalizations
----------------------------------
and related transactions the maximum number of shares of Common Stock which may
be issued and sold under the Plan is 500,000 shares. If an option granted under
the Plan will expire or terminate for any reason without having been exercised
in full, the unpurchased shares subject to such option will again be available
for subsequent option grants under the Plan. If shares issued upon exercise of
an option under the Plan are tendered to the Company in payment of the exercise
price of an option granted under the Plan, such tendered shares will again be
available for subsequent option grants under the Plan.

Purchase Price. The purchase price per share of stock deliverable upon the
--------------
exercise of an option will be determined by the Board of Directors.
Notwithstanding the foregoing, from and after the registration of the common
stock of the Company under the Exchange Act, the purchase price per share of
stock deliverable upon the exercise of an option will be determined either (i)
by the Board of Directors, of which all members will be "disinterested persons"
(as hereinafter defined), or (ii) by two or more directors having full authority
to act in the matter, each of whom will be a "disinterested person." For the
purposes of the Plan, a director is deemed to be a "disinterested person" only
if such person qualifies as a "disinterested person" within the meaning of Rule
16b-3, as such term is interpreted from time to time and also qualifies as an
"outside director" within the meaning of Section 162(m) of the Code, as such
term is interpreted from time to time.

Payment. The option price is to be paid in full by delivery of cash or a check
-------
to the order of the Company in an amount equal to the exercise price of such
options, or, to the extent provided in the applicable option agreement, (i) by
delivery to the Company of shares of Common Stock of the Company already owned
by the optionee having a fair market value equal in amount to the exercise price
of the options being exercised or (ii) by any other means (including, without
limitation, by delivery of a promissory note of the optionee payable on such
terms as are specified by the Board of Directors) which the Board of Directors
determines are consistent with the purpose of the Plan and with applicable laws
and regulations (including, without limitation, the provisions of Regulation T
promulgated by the Federal Reserve Board). The fair market value of any shares
of the Company's Common Stock or other non-cash consideration which may be
delivered upon exercise of an option will be determined by the Board of
Directors.

Transfer. Options are not assignable or transferable by the person to whom they
--------
are granted, either voluntarily or by operation of law, except by will or the
laws of descent and distribution, and, during the life of the optionee, will be
exercisable only by the optionee; provided, however, that options may be
transferred pursuant to a qualified domestic relations order (as defined in Rule
16b-3).

Termination. Subject to the provisions of the Plan, the Board of Directors will
-----------
determine the period of time during which an optionee may exercise an option
following (i) the termination of the optionee's employment or other relationship
with the Company or (ii) the death or disability of the optionee. Such periods
will be set forth in the agreement evidencing such option.

Stock Option Agreement. Each stock option will be confirmed by a stock option
----------------------
agreement which will be executed by the Chairman of the Board of Directors or
the President on behalf of the Company and by the person to whom such stock
option is granted.

Adjustment and Acceleration. If, through or as a result of any merger,
---------------------------
consolidation, sale of all or substantially all of the assets of the Company,
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other similar transaction, (i) the outstanding shares of
common stock of the Company ("Common Stock") are increased, decreased or
exchanged for a different number or kind of shares or other securities of the
Company, or (ii) additional shares or new or different shares or other
securities of the Company or other non-cash assets are distributed with respect
to such shares of Common Stock or other securities, an appropriate and
proportionate adjustment may be made in (x) the maximum number and kind of
shares reserved for issuance under the Plan, (y) the number and kind of shares
or other securities subject to any then outstanding options under the Plan, and
(z) the price for each share subject to any then outstanding options under the
Plan, without changing the aggregate purchase price as to which such options
remain exercisable.

                                       4
In the event of a consolidation or merger or sale of all or substantially
all of the assets of the Company in which outstanding shares of Common Stock are
exchanged for securities, cash or other property of any other corporation or
business entity or in the event of a liquidation of the Company, the Board of
Directors of the Company, or the board of directors of any corporation assuming
the obligations of the Company, may, in its discretion, take any one or more of
the following actions, as to outstanding options: (i) provide that such options
will be assumed, or equivalent options will be substituted, by the acquiring or
succeeding corporation (or an affiliate thereof), (ii) upon written notice to
the optionees, provide that all unexercised options will terminate immediately
prior to the consummation of such transaction unless exercised by the optionee
within a specified period following the date of such notice, (iii) in the event
of a merger under the terms of which holders of the Common Stock of the Company
will receive upon consummation thereof a cash payment for each share surrendered
in the merger (the "Merger Price"), make or provide for a cash payment to the
optionees equal to the difference between (A) the Merger Price times the number
of shares of Common Stock subject to such outstanding options (to the extent
then exercisable at prices not in excess of the Merger Price) and (B) the
aggregate exercise price of all such outstanding options in exchange for the
termination of such options, and (iv) provide that all or any outstanding
options will become exercisable in full immediately prior to such event.

     The Company may grant options under the Plan in substitution for options
held by employees of another corporation who become employees of the Company, or
a subsidiary of the Company, as the result of a merger or consolidation of the
employing corporation with the Company or a subsidiary of the Company, or as a
result of the acquisition by the Company, or one of its subsidiaries, of
property or stock of the employing corporation. The Company may direct that
substitute options be granted on such terms and conditions as the Board of
Directors considers appropriate in the circumstances.

     The Board of Directors may, in its sole discretion, (i) accelerate the date
or dates on which all or any particular option or options granted under the Plan
may be exercised or (ii) extend the dates during which all, or any particular,
option or options granted under the Plan may be exercised.

     Upon the death or disability (within the meaning of Section 22(e)(3) of the
Code) of an optionee, all options that were not yet exercisable by the optionee
will immediately be exercisable.

     Notwithstanding any other provision of the Plan and except as otherwise
provided in the relevant option agreement, in the event of a "Change in Control
of the Company" (as defined below), the exercise dates of all options then
outstanding will be accelerated in full and any restrictions on exercising
outstanding options issued pursuant to the Plan prior to any given date will
terminate. For purposes of the Plan, a "Change in Control of the Company" will
occur or be deemed to have occurred only if (i) any "person", as such term is
used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company,
any trustee or other fiduciary holding securities under an employee benefit plan
of the Company, or any corporation owned directly or indirectly by the
stockholders of the Company in substantially the same proportion as their
ownership of stock of the Company), is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 30% or more of the combined voting power
of the Company's then outstanding securities; (ii) during any period of two
consecutive years ending during the term of the Plan (not including any period
prior to the adoption of the Plan), individuals who at the beginning of such
period constitute the Board of Directors of the Company, and any new director
(other than a director designated by a person who has entered into an agreement
with the Company to effect any transaction described in clause (i), (iii) or
(iv) of this Section 12(d)) whose election by the Board of Directors or
nomination for election by the Company's stockholders was approved by a vote of
at least two-thirds of the directors then still in office who were either
directors at the beginning of the period or whose election or whose nomination
for election was previously so approved (collectively, the "Disinterested
Directors"), cease for any reason to constitute a majority of the Board of
Directors; (iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than (A) a merger
or consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 50% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation or (B) a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction) in which no
"person" (as hereinabove defined) acquires more than 30% of the combined voting
power of the Company's then outstanding securities or (C) a merger or
consolidation which has been approved by a majority of the Disinterested
Directors; or (iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for

                                       5
the sale or disposition by the Company of all or substantially all of the
Company's assets which, in either case, has not previously been approved by a
majority of the Disinterested Directors. Notwithstanding the foregoing, the
Board of Directors of the Company may, in its sole discretion, by a resolution
adopted by two-thirds of the Disinterested Directors prior to the occurrence of
any of the events otherwise constituting a Change in Control of the Company,
declare that such event will not constitute a Change in Control of the Company
for the purposes of the Plan. If such resolution is adopted, such event will not
constitute a Change in Control of the Company for any purpose of the Plan.

Amendment. The Board of Directors may at any time, and from time to time, modify
---------
or amend the Plan in any respect, except that if at any time the approval of the
shareholders of the Company is required under Rule 16b-3, the Board of Directors
may not effect such modification or amendment without such approval.

     The termination or any modification or amendment of the Plan will not,
without the consent of an optionee, affect his or her rights under an option
previously granted to him or her. With the consent of the optionee affected, the
Board of Directors may amend outstanding option agreements in a manner not
inconsistent with the Plan. The Board of Directors will have the right to amend
or modify the terms and provisions of the Plan and of any outstanding option to
the extent necessary to ensure the qualification of the Plan under Rule 16b-3.

Effective Date and Duration of Plan. The date of adoption of the Plan is May 2,
-----------------------------------
2001. No stock option may be granted under the Plan subsequent to May 2, 2011.

              SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES

     Because nonstatutory stock options granted under the Plan are not
transferable and will not be actively traded on an established market, an option
holder will not recognize income on the grant of a nonstatutory stock option.

     An option holder will recognize ordinary income at the time of the exercise
of a nonstatutory stock option provided the shares issued pursuant to such
exercise are either transferable or not subject to a substantial risk of
forfeiture. The amount of such ordinary income will be equal to the excess, if
any, of the fair market value of the shares at the time of exercise over the
exercise price.

     When ordinary income is recognized by an option holder in connection with
the receipt of shares on the exercise of a nonstatutory stock option, the
Company will be entitled to a deduction, in the amount of ordinary income so
recognized by the option holder, provided the Company satisfies certain federal
income tax withholding requirements.

     Gain or loss from the sale or exchange of shares acquired on the exercise
of a nonstatutory stock option will generally be treated as capital gain or loss
provided the shares are held as capital assets at the time of sale or exchange.
If such shares have been held for the requisite holding period, then the capital
gain or loss will generally be treated as long-term capital gain or loss.
Currently, the requisite holding period for long-term capital gain treatment
upon the sale or exchange of shares acquired upon the exercise of a nonstatutory
stock option is more than one year.

     The Plan is not qualified under Section 401(a) of the Code.

Consultation With Tax Advisor
-----------------------------

     The rules governing the tax treatment of options and shares acquired on the
exercise thereof are quite technical, so that the above description of tax
consequences is necessarily general in nature and does not purport to be
complete. Moreover, statutory provisions are, of course, subject to change, as
are their interpretations, and their application may vary in individual
circumstances. Option holders are urged to consult with their tax advisers for
information with respect to the results which would pertain to their particular
circumstances.

     The consequences, under applicable state and local income tax laws, of the
grant or exercise of nonstatutory stock options, and the sale or exchange of
shares acquired on exercise, may not be the same as under the federal income tax
laws.

                                       6
PERIODIC REPORTS TO STOCKHOLDERS

     The Company furnishes its stockholders with audited financial statements
for each fiscal year and furnishes stockholders of record with summary unaudited
financial results for the first three quarters of each fiscal year. Copies of
these documents, and any other communications sent to the Company's stockholders
generally, will also be furnished to all participants in the Plan.

                           CERTAIN OTHER INFORMATION

     The Company has filed with the Commission a Registration Statement on Form
S-8 under the Securities Act of 1933 with respect to the Company's common stock
offered under the Plan. Documents incorporated by reference in Item 3 of Part II
of this Registration Statement, and any other documents required to be delivered
to employees pursuant to Rule 428(b) of the Securities Act of 1933 are
available, without charge, upon oral or written request to the President and
Chief Executive Officer, BayCorp Holdings, Ltd., 222 International Drive, Suite
125 Portsmouth, New Hampshire 03801 and telephone number (603) 431-6600. All of
the documents referred to in this Registration Statement and additional
information concerning the Company may be inspected and copied at the public
reference facilities maintained by the Commission at the addresses set forth in
the "Available Information" section of this Registration Statement. In addition,
all documents incorporated by reference in Item 3 of Part II of this
Registration Statement are incorporated by reference into the prospectus.

                                       7
PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference.
         ----------------------------------------

         The following documents filed by the Company with the Commission are
incorporated herein by reference:

         1.    Annual Report on Form 10-K for the Fiscal Year Ended December 31,
               2000.

         2.    Quarterly Reports on Form 10-Q for the quarters ended March 31,
               2001 and June 30, 2001.

         3.    The description of the Common Stock which is contained in the
               Company's Registration Statement filed pursuant to Section 12 of
               the Exchange Act, and any amendment or report filed for the
               purpose of updating such description.

         All documents filed by the Company after the date of this prospectus
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters such securities then
remaining unsold, will be deemed to be incorporated herein by reference and to
be a part hereof from the date of filing such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein will
be deemed to be modified or superseded for purposes of this prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded will be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.

Item 6.  Indemnification of Directors and Officers
         -----------------------------------------

         Delaware Code Title 8 Section 145 empowers a corporation, subject to
certain limitations, to indemnify its directors and officers against expenses
(including attorneys' fees, judgments, fines and amounts paid in settlement)
actually and reasonably incurred by them in connection with any civil or
criminal suit or proceeding (other than a derivative action) to which they are
parties or threatened to be made parties by reason of being directors or
officers, if they acted in good faith and in a manner reasonably believed to be
in or not opposed to the best interests of the corporation (and with respect to
any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful). The power to indemnify in connection with an action or
suit by or in the right of the corporation (a derivative action) is more
limited. Indemnification against expenses actually and reasonably incurred is
required if a director or officer is wholly successful in defense of an action,
suit or proceeding of the type where indemnity is permitted by the statute.
Unless ordered by a court, indemnification under the statute, other than
mandatory indemnification against expenses, may be made only if a determination
that indemnification is proper has been made by a prescribed vote of the board
of directors, special legal counsel in certain cases, by the shareholders or by
the prescribed vote of a committee duly designated by the board of directors, in
certain cases. Indemnification provided for by Delaware Code Title 8 Section 145
is not exclusive and a corporation is empowered to maintain insurance on behalf
of its directors and officers against any liability asserted against them in
that capacity, whether or not the corporation would have the power under that
section to indemnify them.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing or any existing arrangement or otherwise,
the Company has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy and is, therefore,
unenforceable.

         The bylaws of the Company provide that it will indemnify any director
or officer to the fullest extent allowed by law. The Company currently maintains
insurance on behalf of its directors and officers against liability asserted
against them in that capacity.

                                       8
Item 8.  Exhibits
         --------

         The exhibits listed on the Exhibit Index on page 13 of this
Registration Statement are filed herewith or are incorporated herein by
reference to other filings.

Item 9.  Undertakings
         ------------

(a)      The undersigned Registrant hereby undertakes:

         (1)   To file, during any period in which offers or sales are being
               made, a post-effective amendment to the Registration Statement

               (i)    to include any prospectus required by Section 10(a) (3) of
                      the Securities Act of 1933;

               (ii)   to reflect in the prospectus any facts or events arising
                      after the effective date of the Registration Statement (or
                      the most recent post-effective amendment thereof) which,
                      individually or in the aggregate, represent a fundamental
                      change in the information set forth in the Registration
                      Statement; and

               (iii)  to include any material information with respect to the
                      plan of distribution not previously disclosed in the
                      Registration Statement or any material change to such
                      information in the Registration Statement;

               provided, however, that paragraphs (i) and (ii) do not apply if
               the information required to be included in a post-effective
               amendment by those paragraphs is contained in periodic reports
               filed by the Registrant pursuant to Section 13 or Section 15(d)
               of the Securities Exchange Act of 1934 that are incorporated by
               reference in the Registration Statement.

         (2)   That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment will
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time will be deemed to be the initial bona fide offering
               thereof.

         (3)   To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

(b)      The Company hereby undertakes that for the purpose of determining any
         liability under the Securities Act, each filing of the Company's annual
         report pursuant to Section 13(a) or Section 15(d) of the Securities Act
         that is incorporated by reference in the Registration Statement will be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time will
         be deemed to be the initial bona fide offering thereof.

(e)      The undersigned Company hereby undertakes to deliver or cause to be
         delivered with the prospectus, to each person to whom the prospectus is
         sent or given, the latest annual report to security holders that is
         incorporated by reference in the prospectus and furnished pursuant to
         and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
         Securities Exchange Act of 1934; and, where interim financial
         information required to be presented by Article 3 of Regulation S-X is
         not set forth in the prospectus, to deliver, or cause to be delivered
         to each person to whom the prospectus is sent or given, the latest
         quarterly report that is specifically incorporated by reference in the
         prospectus to provide such interim financial information.

(h)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the Company pursuant to the provisions set forth in Item 6,
         or otherwise, the Company has been advised that in the opinion of the
         Securities and Exchange Commission

                                       9
such indemnification is against public policy as expressed in the
         Securities Act and is, therefore, unenforceable. In the event that a
         claim for indemnification against such liabilities (other than the
         payment by the Company expenses incurred or paid by a director, officer
         or controlling person of the Company in the successful defense of any
         action, suit or proceeding) is asserted by such director, officer or
         controlling person in connection with the securities being registered
         the Company will, unless in the opinion of its counsel the matter has
         been settled by controlling precedent, submit to a court of appropriate
         jurisdiction the question whether such indemnification by it is against
         public policy as expressed in the Securities Act of 1933 and will be
         governed by the final adjudication of such issue.

                                       10
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portsmouth, and State of New Hampshire, on October 5,
2001.

                                         BAYCORP HOLDINGS, LTD.

                                         /s/ Frank W. Getman, Jr.

                                         By:
                                            Frank W. Getman Jr., President and
                                            Chief Executive Officer

                               Power of Attorney

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Frank W. Getman Jr. his or her true and lawful
attorney-in-fact and agent with full power of substitution, for him or her and
in his or her name, place and stead, in any and all capacities to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming that said attorney-in-fact and agent or his or her
substitute may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature                              Title                          Dated
       ---------                              -----                          -----
/s/ Frank W. Getman Jr.       President, Chief Executive Officer and    October 5, 2001
---------------------------   Director (Principal Executive Officer)
Frank W. Getman Jr.

/s/ Patrycia Barnard          Treasurer (Principal Financial Officer)   October 5, 2001
---------------------------
Patrycia Barnard

/s/ Alexander Ellis           Director                                  October 5, 2001
---------------------------
Alexander Ellis

/s/ Stanley I. Garnett        Director                                  October 18, 2001
---------------------------
Stanley I. Garnett

/s/ Michael R. Latina         Director                                  October 5, 2001
---------------------------
Michael R. Latina

/s/ Lawrence M. Robbins       Director                                  October 18, 2001
---------------------------
Lawrence M. Robbins
11
/s/ John A. Tillinghast       Director                                  October 5, 2001
---------------------------
John A. Tillinghast

/s/ James S. Gordon           Director                                  October 18, 2001
---------------------------
James S. Gordon
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on
October 5, 2001.

                                       BAYCORP HOLDINGS, LTD.
                                       (Board of Directors)

                                    By: /s/ Frank W. Getman Jr.
                                       ------------------------------------
                                       Frank W. Getman Jr.
                                       Director

                                       12
INDEX OF EXHIBITS

         Exhibit
         Number      Description of Exhibits
         -------     -----------------------

         4.1         BayCorp Holdings, Ltd. Certificate of Incorporation is
                     incorporated by reference to Exhibit 4.1 and was filed as
                     an exhibit to the Registration Statement of BayCorp
                     Holdings, Ltd. on Form S-4 (Registration Statement 333-
                     3362) filed on July 12, 1996.

         4.2         Bylaws of BayCorp Holdings, Ltd. are incorporated by
                     reference to Exhibit 4.2 and were filed as an exhibit to
                     the Registration Statement of BayCorp Holdings, Ltd. on
                     Form S-4 (Registration Statement 333-3362) filed on July
                     12, 1996.

         5           Opinion of McLane, Graf, Raulerson & Middleton,
                     Professional Association re: Legality.

         24.1        Consent of McLane, Graf, Raulerson & Middleton,
                     Professional Association is contained in Exhibit 5 filed
                     herewith.

         24.2        Consent of Arthur Andersen, LLP

         99          BayCorp Holdings, Ltd. 2001 Non-Statutory Stock Option
                     Plan.

                                       13