UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                  STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

[ ]  Check  box if no  longer  subject  to  Section  16.  Form 4 or  Form 5
obligations may continue. See Instruction 1(b)

                                     FORM 4

    Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f)
                     of the Investment Company Act of 1940

(Print or Type Responses)

1.     Name and Address of Reporting Person*

       Elliott Associates, L.P.
       712 Fifth Avenue
       New York, New York 10019

2.     Issuer Name and Ticker or Trading Symbol

       BayCorp Holdings, Ltd. (MWH)

3.     IRS or Social Security Number of Reporting Person (Voluntary)

4.     Statement for Month/Day/Year

       3/19/2003

5.     If Amendment, Date of Original (Month/Day/Year)

6.     Relationship of Reporting Person(s) to Issuer (Check all applicable)

       [ ] Director
       [ ] Officer (give title below)
       [x] 10% Owner
       [ ] Other (specify below)

7.     Individual or Joint/Group Filing (Check applicable line)

       [x] Form filed by One Reporting Person
       [ ] Form filed by More than One Reporting Person




*If the form is filed by more than one reporting person, see
 Instruction 4(b)(v).



Table I - Non-Derivative Securities Acquired,  Disposed of, or Beneficially
          Owned

1.     Title of Security (Instr. 3)

        (a)  Common Stock
        (b)  Common Stock

2.     Transaction Date (Month/Day/Year)

        (a)  3/19/03
        (b)  3/19/03

2A.    Deemed Execution Date, if any (Month/Day/Year)

             N/A

3.     Transaction Code (Inst. 8)

        (a)   J (Disposition pursuant to a self tender offer by the Issuer)

        (b)   S

4.     Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

             Amount

        (a)  883,084 (1)
        (b)  2,850

             (A) or (D)

        (a)  (D)
        (b)  (D)

             Price

        (a)  $14.85
        (b)  $13.16

5.     Amount of Securities Beneficially Owned Following Reported Transaction(s)

             51,525 (1)

6.     Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

             D

7.     Nature of Indirect Beneficial Ownership (Instr. 4)

             N/A

Reminder:   Report  on  a  separate  line  for  each  class  of  securities
beneficially owned directly or indirectly.

- --------------------
(1) The  number of shares  reported  as  disposed  pursuant  to the
Issuer's  self tender  offer is an  approximation  based on the  Issuer's  press
release dated March 19, 2003, in which the Issuer announced that it had accepted
for purchase 94.2% of the aggregate shares tendered.  The exact number of shares
actually sold pursuant to such tender offer is not known as of this date.


Table II - Derivative  Securities  Acquired,  Disposed of, or  Beneficially
           Owned (e.g., puts, calls, warrants, options, convertible securities)

1.     Title of Derivative Security (Instr. 3)



2.     Conversion or Exercisable Price of Derivative Security



3.     Transaction Date (Month/Day/Year)



3A.    Deemed Execution Date, if any (Month/Day/Year)



4.     Transaction Code (Instr. 8)

             Code



5.     Number of Derivative Securities Acquired (A) or Disposed of (D)
       (Instr. 3, 4 and 5)

             (A)



             (D)


6.     Date Exercisable and Expiration Date (Month/Day/Year)

             Date Exercisable:



             Expiration Date:



7.     Title and Amount of Underlying Securities (Instr. 3 and 4)

             Title:



             Amount or Number of Shares:



8.     Price of Derivative Security (Inst. 5)



9.     Number of Derivative Securities Beneficially Owned Following Reported
       Transaction(s)



10.    Ownership Form of Derivative Security:  Direct (D) or Indirect (I)
       (Instr. 4)



11.    Nature of Indirect Beneficial Ownership (Instr. 4)




Explanation of Responses:


**Intentional   misstatement  or  omissions  of  facts  constitute  Federal
Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

       Date: March 20, 2003

                 ELLIOTT ASSOCIATES, L.P.
                 By: Elliott Capital Advisors, L.P., as General Partner

                      By: Braxton Associates, Inc., as General Partner


                           By: /s/ Elliot Greenberg
                               ----------------------
                                   Elliot Greenberg
                                   Vice President

                 **Signature of Reporting Person