SecProbe.io

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                     BAYCORP HOLDINGS, LTD.
                1 New Hampshire Avenue, Suite 125
                      Portsmouth, NH 03801
            Phone (603) 766-4990  Fax (603) 766-4991

September 27, 2005

Michael Moran
Accounting Branch Chief
Division of Corporate Finance
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549-0308

   Re: BayCorp Holdings, Ltd.
       Form 10-K 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. Moran:

Set  forth  below  are the Company's responses  to  the  comments
contained  in the Staff's letter to BayCorp Holdings, Ltd.  dated
September 22, 2005 relating to the above-mentioned filings.   For
convenience of reference, the text of the comments in the Staff's
letter has been reproduced herein.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004

Item 9A - Controls and Procedures, page 24

Comment 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.

Response

Future  filings will reflect this change.  Note our intention  to
file a 10-K/A as described on page 4.

Report of Independent registered Public Accounting Firm, page F-1

Comment 2

Your  auditors  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.

<Page>

Michael Moran                           BayCorp Holdings, Ltd.
Page 2
September 27, 2005

Response

In  future  filings, the auditor's report will be  specific  with
regard to the information to which any dual dating relates.  Note
our intention to file a 10-K/A as described on page 4.

Note 2 - Taxes on Income, page F-14
Comment 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.

Response

The  omission of the third historical year was an oversight.  The
correct  disclosure  would have appeared as  follows.   Note  our
intention to file a 10-K/A as described on page 4.

2.  TAXES ON INCOME

The following is a summary of the provision (benefit) for income
taxes for the years ended December 31, 2004, 2003 and 2002:

                December 31,   December 31,   December 31,
                    2004           2003           2002
                 __________     __________    ___________
  Federal
    Current        $ 2,000       $     -      $        -
    Deferred             -             -               -
                   $ 2,000       $     -      $        -
                   _______       _______      __________
  State
    Current        $17,000       $     -      $3,281,000
    Deferred             -             -               -
                   _______       _______      __________
                   $17,000       $     -      $3,281,000
                   =======       =======      ==========

  Accumulated deferred income taxes consisted of the following at
December 31, 2004 and 2003:

                                       2004            2003
                                       ____            ____
Assets
  Net operating loss
   Carryforwards . . . . . . .      $10,732,000     $3,700,000
  Financial reserves . . . . .           29,000         14,000
  Unrealized gain/loss . . . .        2,136,000        820,000
  Other, net . . . . . . . . .          228,000        484,000
                                    ___________     __________
Accumulated deferred income
   tax asset . . . . . . . . .       13,125,000      5,018,000
Valuation allowance  . . . . .      (13,125,000)    (5,018,000)
                                    ___________     __________
Accumulated deferred income
   Tax asset, net  . . . . . .      $         -     $        -
                                    ===========     ==========

<Page>

Michael Moran                           BayCorp Holdings, Ltd.
Page 3
September 27, 2005

  The following table reconciles the statutory federal income tax
rate to those reflected in the federal income tax provision set
forth above:

                            December 31, December 31,   December 31,
                                2004         2003           2002
                             __________   __________     __________

Loss before taxes . . . .   ($2,538,000)  ($4,167,504)   $62,073,000
Federal statutory rate. .           34%           34%            34%
Federal income tax
  liability (benefit)
  at statutory levels . .      (863,000)   (1,416,951)    21,105,000
Decrease (increase) from
  statutory levels
State tax net of federal
  tax benefit . . . . . .             -             -      2,153,000
State tax net of federal
  tax benefit . . . . . .        20,000             -              -
  Valuation allowance . .       906,000     1,416,951    (20,923,000)
  Other . . . . . . . . .       (30,000)            -        946,000
                            ___________   ___________    ___________
Total Provision . . . . .       $33,000   $         -     $3,281,000
                            ===========   ===========    ===========

Note 7 - Investment in HoustonStreet, page F-19

Comment 4

In   note   7  you  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.

Response

The  Company supplementally advises the Staff that the equity  in
HoustonStreet's earnings is not reported in the Company's  income
statement.   The amount has been netted against suspended  losses
related to the Company's investment in HoustonStreet.  Accounting
Principles Board Opinion Number 18 (APB 18) "The Equity Method of
Accounting for Investments in Common Stock," paragraph 19i states
the following:

     "The  investor  ordinarily should discontinue  applying  the
     equity  method  when the investment (and  net  advances)  is
     reduced to zero and should not provide for additional losses
     unless  the  investor  has  guaranteed  obligations  of  the
     investee  or  is  otherwise  committed  to  provide  further
     financial  support  for  the  investee.   If  the   investee
     subsequently reports net income, the investor should  resume
     applying the equity method only after its share of that  net
     income  equals the share of net losses not recognized during
     the period the equity method was suspended."

The  Company ceased recording losses in HoustonStreet during 2001
when the carrying value of its investment (including all advances
and  notes  payable)  was reduced to zero.  The  Company  has  no
obligation  to  fund  and  does  not  guarantee  any  outstanding
obligations  of  HoustonStreet.  The Company did not  record  any
portion of its $6.6 million share of HoustonStreet's earnings  in
the  period  preceding the consolidation of HoustonStreet  during
2004,  since such earnings were fully offset by suspended  losses
in the period between 2001 and January 1, 2004.

<Page>

Michael Moran                           BayCorp Holdings, Ltd.
Page 4
September 27, 2005

Note  our intention to file a 10-K/A as described below.  We will
revise the disclosure in Note 7 to include the following:

"Prior to the recapitalization, BayCorp held a minority ownership
interest in HoustonStreet and accounted for HoustonStreet under
the equity method.  The Company ceased recording losses in
HoustonStreet during 2001 when the carrying value of its
investment (including all advances and notes payable) was reduced
to zero.  The Company has no obligation to fund and does not
guarantee any outstanding obligations of HoustonStreet.  The
Company has not recorded any portion of its share of
HoustonStreet's earnings during 2004 (preceding the consolidation
of HoustonStreet), 2003 or 2002 since any such earnings were
fully offset by suspended losses."

Exhibit 31

Comment 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).

Response

Future filings will reflect this change.  Note our intention to
file a 10-K/A as described below.

We ask that you kindly review this response to your September 22,
2005 comment letter.  As disclosed in a Current Report on Form 8-
K filed by the Company on September 16, 2005, a tender offer for
the outstanding common stock of the Company that will be
recommended by the unanimous vote of the Company's board of
directors is about to commence.  In view of that expectation, and
in the interest of the Company's shareholders, who are
anticipating the imminent commencement of the tender offer, we
would appreciate receiving notification of acceptance of the
foregoing responses (or any further comment) at your earliest
convenience.  Please note that because we expect that the
Company's 2004 10-K will be referred to in tender offer materials
and incorporated by reference in filings that will be made with
the SEC, despite the fact that we anticipate that Staff's
comments and the Company's response may not result in a
requirement that the Company's filings be amended, we wish to
reflect requests for future modifications in disclosures in the
Company's most recently filed 10-K.   Accordingly, we plan to
file an Amendment No. 1 on Form 10-K/A promptly upon being
notified that the Staff has accepted our responses.

As  requested  in the SEC comment letter, BayCorp Holdings,  Ltd.
acknowledges 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.

<Page>

Michael Moran                           BayCorp Holdings, Ltd.
Page 5
September 27, 2005

If  you  should have any questions or comments about any  of  the
items  responded to in this letter, please call me at (603)  766-
4993.

                         Sincerely,

                         /s/ Patrycia T. Barnard
                         _______________________
                         Patrycia T. Barnard
                         Vice President - Finance

cc:  Frank W. Getman - President and CEO BayCorp Holdings, Ltd.
     Richard A. Samuels - McLane, Graf, Raulerson & Middleton,
     Professional Association
     Richard Condon - Vitale, Caturano & Company Ltd.

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