SecProbe.io

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Mail Stop 3561

							September 22, 2005

Frank W. Getman
President and Chief Executive Officer
BayCorp Holdings, Ltd.
1 New Hampshire Avenue, Suite 125
Portsmouth, NH  03801

	RE:	BayCorp Holdings, Ltd.
		Form 10-KSB for the Year Ended December 31, 2004 filed
March 31, 2005
		Form 10-Q for the Quarter Ended June 30, 2005 filed
August
5, 2005
            	File No. 1-12527

Dear Mr. Getman:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Item 9A - Controls and Procedures, page 24
1. In future filings please revise the section on changes in
internal
controls over financial reporting to identify "any changes," not
just
"significant" changes, that have materially affected, or are
reasonably likely to materially affect, your internal controls
over
financial reporting.

Report of Independent registered Public Accounting Firm, page F-1
2. Your auditor`s have dual dated their report for certain matters
discussed in Notes 1 and 8.  Since note 1 is nine pages long with
over 20 subsections, it is not clear exactly what information is
related to the dual dating.  In future filings, if applicable,
please
request your auditors to be more specific with regard to the
information that the dual dating relates to.

Note 2 - Taxes on Income, page F-14
3. Please tell us why you have only presented two years of income
tax
information related to income statement items.  The disclosures in
SFAS 109 that are required "for each year presented" should be
presented for all three years.  Please either amend your Form 10-K
or
show us what the disclosures will look like and revise future
filings.

Note 7 - Investment in HoustonStreet, page F-19
4. In note 7 to indicate that prior to consolidation of
HoustonStreet
the company`s equity in HoustonStreet`s earnings were $6.6
million.
Please tell us where this item is reported in your income
statement.
If you have netted these earnings against any losses please
justify
your treatment under GAAP.  We may have additional comment.

Exhibit 31
5. In future filings on Forms 10-K and 10-Q please delete the
title
of the officer in the opening sentence of the Certifications .
The
representations should be made by the individuals in all
capacities,
not just the capacity of the person`s title.  See question 11 of
the
Division of Corporation Finance: Sarbanes-Oxley Act of 2002 -
Frequently Asked Questions dated November 8, 2002 (revised
November
14, 2002).

            Please respond to these comments within 10 business
days
or tell us when you will provide us with a response.  If you
disagree
with any of our comments we will consider your explanation as to
why
our comment is inapplicable or a future revision is unnecessary.
Please be as detailed as necessary in your explanation.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosures in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

		You may contact Robert Burnett, Staff Accountant, at
(202)
551-3330 or me at (202) 551-3841 if you have questions regarding
comments on the financial statements and related matters.

								Sincerely,

								Michael Moran
								Accounting Branch Chief

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Frank W. Getman
BayCorp Holdings, Ltd.
September 22, 2005
Page 3

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