SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                              ---------------------

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                              ---------------------

                                 March 15, 2000

                Date of Report (Date of earliest event reported)



                                  BESICORP LTD.
             (Exact name of registrant as specified in its charter)


  New York                          000-25209                   14-1809375
(State or other                    (Commission                (I.R.S. Employer
jurisdiction of                     File Number)             Identification No.)
Incorporation)

1151 Flatbush Road
Kingston, New York                                               12401
(Address of principal executive offices)                       (Zip Code)


Registrant's telephone number, including area code: (914) 336-7700




Item 4.           Changes in Registrant's Certifying Accountant

         On or about March 15, 2000,  Besicorp Ltd. (the  "Company"),  dismissed
Citrin Cooperman & Company,  LLP (the "Former Auditor") as its principal outside
accountant.  The Former Auditor's reports on the Company's financial  statements
during  any of the past two  years  did not  contain  an  adverse  opinion  or a
disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit
scope, or accounting  principles  except that the Former Auditor's  reports with
respect to the  consolidated  balance  sheet of the Company as at March 31, 1999
and 1998 and the  related  consolidated  statements  of  operations,  changes in
shareholders  equity and cash flows for the two years  then  ended  contained  a
going concern explanatory paragraph.

         The decision to change  accountants  was not recommended or approved by
any audit or similar committee or the board of directors.

          During the Company's  two most recent fiscal years and all  subsequent
interim  periods  preceding the dismissal there were no  disagreements  with the
Former  Auditor on any matter of accounting  principles or practices,  financial
statement disclosure, or auditing scope or procedure, which disagreement, if not
resolved to the satisfaction of the Former Auditor, would have caused it to make
a reference to the subject  matter of the  disagreement  in connection  with its
report.

         On March 15,  2000,  the Company  engaged  Urbach Kahn & Werlin P.C. as
their principal accountant to audit the Company's financial statements.

Item 7.           Financial Statements and Exhibits

         (c)      Exhibits

Exhibit No.       Title of Exhibit

10.6              Amendment No. 1 to Escrow Agreement

16.1              Letter  from  Citrin  Cooperman & Company, LLP dated March 15,
                  2000.







                                                     SIGNATURE



                  Pursuant to the requirements of the Securities Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.




                              BESICORP LTD.



                           /s/Michael F. Zinn
                              Michael F. Zinn, Chairman of the Board, President
                              and Chief Executive Officer


Dated:   March 15, 2000
         Kingston, New York