SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* D.B. ZWIRN & CO., L.P. (Last) (First) (Middle) 745 FIFTH AVENUE 18TH FLOOR (Street) NEW YORK NY 10151 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/06/2004	3. Issuer Name and Ticker or Trading Symbol BAYCORP HOLDINGS LTD [ MWH ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, par value $.01 per share	57,500	I(1)(2)(3)	See Notes(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* D.B. ZWIRN & CO., L.P. (Last) (First) (Middle) 745 FIFTH AVENUE 18TH FLOOR (Street) NEW YORK NY 10151 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ZWIRN DANIEL B (Last) (First) (Middle) 745 FIFTH AVENUE, 18TH FLOOR (Street) NEW YORK NY 10151 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HCM/Z Special Opportunities LLC (Last) (First) (Middle) C/O DB ZWIRN & CO. LP 745 FIFTH AVENUE (Street) NEW YORK NY 10151 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD. (Last) (First) (Middle) C/O GOLDMAN SACHS (CAYMAN) TRUST, LTD. HARBOUR CENTRE, 2ND FLOOR (Street) GRAND CAYMAN E9 896 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P. (Last) (First) (Middle) C/O GOLDMAN SACHS CAYMAN TR LTD P O BOX 896 HOBOUR CTE 2ND FL (Street) GRAND CAYMAN E9 00000 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ZWIRN HOLDINGS, LLC (Last) (First) (Middle) C/O D.B. ZWIRN & CO., L.P. 745 FIFTH AVENUE, 18TH FLOOR (Street) NEW YORK NY 10151 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DBZ GP, LLC (Last) (First) (Middle) 745 FIFTH AVENUE 18TH FLOOR (Street) NEW YORK NY 10151 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. As of the date of this filing, D.B. Zwirn Special Opportunities Fund, Ltd., HCM/Z Special Opportunities LLC, D.B. Zwirn Special Opportunities Fund, L.P. and a managed account of D.B. Zwirn Special Opportunities Fund, L.P. beneficially own 7,995, 32,830, 14,675 and 2,000 shares of BayCorp Holdings, Ltd.'s (the "Issuer") common stock, par value $.01 per share (the "Common Stock"), respectively.

2. D.B. Zwirn & Co., L.P. is the trading manager of each of D.B. Zwirn Special Opportunities Fund, Ltd., D.B. Zwirn Special Opportunities Fund, L.P., the managed account of D.B. Zwirn Special Opportunities Fund, L.P. and HCM/Z Special Opportunities LLC and consequently has voting control and investment discretion over the securities held by each of D.B. Zwirn Special Opportunities Fund, Ltd., D.B. Zwirn Special Opportunities Fund, L.P. and HCM/Z Special Opportunities LLC. Daniel B. Zwirn is the managing member of and thereby controls Zwirn Holdings, LLC, which in turn is the managing member of and thereby controls DBZ GP, LLC, which in turn is the general partner of and thereby controls D.B. Zwirn & Co., L.P.

3. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock owned by another Reporting Person to the extent such beneficial ownership exceeds such Reporting Person's pecuniary interest.

	D.B. ZWIRN & CO, L.P.; By: DBZ GP, LLC, its General Partner; By: Zwirn Holdings, LLC, its Managing Member; /s/ Daniel B. Zwirn; By: Daniel B. Zwirn, Managing Member	04/01/2005
	DANIEL B. ZWIRN; /s/ Daniel B. Zwirn	04/01/2005
	HCM/Z SPECIAL OPPORTUNITIES LLC; /s/ Hugh Thompson; By: Hugh Thompson, Director	04/01/2005
	D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD.; By: D.B. Zwirn & Co., L.P.; By: DBZ GP, LLC, its General Partner; By: Zwirn Holdings, LLC, its Managing Member; /s/ Daniel B. Zwirn; By: Daniel B. Zwirn, Managing Member	04/01/2005
	D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.; By: D.B. Zwirn & Co., L.P.; By: DBZ GP, LLC, its General Partner; By: Zwirn Holdings, LLC, its Managing Member; /s/ Daniel B. Zwirn; By: Daniel B. Zwirn, Managing Member	04/01/2005
	ZWIRN HOLDINGS, LLC; /s/ Daniel B. Zwirn; By: Daniel B. Zwirn, Managing Member	04/01/2005
	DBZ GP, LLC; By: Zwirn Holdings, LLC, its Managing Member; /s/ Daniel B. Zwirn; By: Daniel B. Zwirn, Managing Member	04/01/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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