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

                  STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

[x]  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

       3/25/2003

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)

             Common Stock

2.     Transaction Date (Month/Day/Year)

             3/25/03

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

             N/A

3.     Transaction Code (Inst. 8)

             S

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

             Amount

                 38,597

             (A) or (D)

                 D

             Price

                 $12.67

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

             7,516 (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 in this Form 4 reflect the number
of shares  beneficially  owned by the Reporting Person. The Form 4s filed by the
Reporting  Person  since March 20, 2003 had  reflected an  approximation  of the
shares it owned based on the Issuer's  press  release  dated March 19, 2003,  in
which the Issuer  announced  that  pursuant  to its self  tender  offer,  it had
accepted for purchase only 94.2% of the  aggregate  shares  tendered.  The exact
number of shares  actually  accepted for purchase by the Issuer pursuant to such
tender offer have been accounted for in this Form 4.




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 26, 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