SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 10-K

[X]             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended June 30, 2001

                                     OR

[  ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
              For the transition period from _______ to _______

                      Commission File Number 0-22618
                      VENTURE LENDING & LEASING, INC.
           (Exact name of registrant as specified in its charter)

               Maryland                                  13-3775187
   (State or other jurisdiction of                    (I.R.S. Employer
   incorporation or organization)                    Identification No.)

           2010 North First Street, Suite 310, San Jose, CA 95131
                 (Address of principal executive offices)
                               (Zip Code)

      Registrant's telephone number, including area code:  (408) 436-8577

Securities Registered Pursuant to Section 12(b) of the Act:   None
Securities Registered Pursuant to Section 12(g) of the Act:   Common Stock,
                                                              $0.001 par value

	Indicate by check mark whether the registrant has (i) filed all reports
required to be filed by Section 13 or 15(d) of the Securities and Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (ii) has been subject to
such filing requirements for the past 90 days: Yes X  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated be reference in Part II of this Form 10-K or any amendment to this
Form 10-K: X

As the registrant's shares are not publicly-traded, the aggregate market value
of the voting stock held by non-affiliates of the registrant cannot be
determined.

The number of shares outstanding of each of the issuer's classes of common
stock, as of September 15, 2001 was 48,318.58.

	DOCUMENTS INCORPORATED BY REFERENCE
<TABLE>
<CAPTION>
<S>                                                                                     <C>
DOCUMENT DESCRIPTION                                                                       10-K PART
Specifically Identified Portions of the Registrant's Proxy Statement for the
Annual Meeting of Shareholders to be held November 14, 2001                                  III
</TABLE>


PART I

ITEM 1.	BUSINESS.

INTRODUCTION.

	Venture Lending & Leasing, Inc. ("Fund") is a non-diversified closed-
end management investment company electing status as a "business development
company" ("BDC") under the Investment Company Act of 1940 ("1940 Act") whose
investment objective is to achieve a high total return.  The Fund provides
asset-based financing to carefully selected venture capital-backed companies,
in the form of secured loans, installment sales contracts or equipment leases.
The Fund generally receives warrants to acquire equity securities in connection
with its portfolio investments.  Westech Investment Advisors, Inc. ("Westech
Advisors") is the Fund's Investment Manager and Siguler Guff Advisers, L.L.C.
("Siguler Guff Advisers") is its Fund Manager. The Investment Manager and the
Fund Manager are referred to collectively as the "Managers."  The Fund was
incorporated in Maryland on September 29, 1993 and commenced business on
July 5, 1994.

	The Fund's shares of Common Stock, $.001 par value ('Shares") were sold
to subscribers pursuant to capital calls made through August 8, 1997. Total
committed capital of $46.6 million has been fully funded as of June 30, 2000.

INVESTMENT PROGRAM.

	GENERAL.  As a BDC, the Fund will invest at least 70% of its total
assets ("qualifying assets") in securities of companies that qualify as
"eligible portfolio companies."  An eligible portfolio company generally is a
United States company that is not an investment company and that (i) does not
have a class of securities registered on an exchange or included in the Federal
Reserve Board's over-the-counter margin list; (ii) is actively controlled by a
BDC and has an affiliate of a BDC on its board of directors; or (iii) meets
such other criteria as may be established by the SEC.  See "Regulation."  The
Fund may invest up to 30% of its total assets in non-qualifying assets,
including companies that are not eligible portfolio companies (for example,
because the company's securities are listed on the National Association of
Securities Dealers' Automated Quotation System) and eligible portfolio
companies as to which the Fund does not offer to make available significant
managerial assistance.  The foregoing percentages are determined, in the case
of financings in which the Fund commits to provide financing prior to funding
the commitment, by the amount of the Fund's total assets represented by the
value of the maximum amount of securities to be issued by the borrower or
lessee to the Fund pursuant to such commitment.

	VENTURE LOANS AND LEASES.  Venture loans generally consist of a
promissory note secured by the equipment or other assets to be purchased by
the borrower.  The Fund generally obtains a security interest in the assets
financed and receives periodic payments of interest and principal, and
generally receives a final payment constituting additional interest at the end
of the transaction's term.  Venture leases consist of a lease from the Fund to
the lessee of the assets to be financed, with periodic payments of rent and,
in most cases, with a put option to sell the assets to the borrower at the end
of the lease term for a predetermined or formula price.  The interest rate and
amortization terms of venture loans, the rental rate and put provisions of
leases and all other transaction terms are individually negotiated between the
Fund and each borrower or lessee.  Because the Fund seeks to qualify as a
"regulated investment company" ("RIC") under the Internal Revenue Code of 1986
("Internal Revenue Code"), provisions of the Internal Revenue Code restrict the
terms upon which the Fund may enter into venture leases and the extent to
which venture leases may be used, and the Fund anticipates structuring the
majority of its transactions as venture loans.

	Typically, loans or leases are structured as commitments by the Fund
to finance asset acquisitions by the borrower or lessee over a specified period
of time.  The commitment of the Fund to finance future asset acquisitions is
typically subject to the absence of any default under the loan or lease and
compliance by the borrower with requirements relating to, among other things,
the type of assets to be acquired.  Although the Fund's commitments generally
provide that the Fund is not required to continue to fund additional asset
purchases if there is a material adverse change in the borrower's or lessee's
financial condition, it is possible that a borrower's or lessee's financial
condition will not be as strong at the time the Fund finances an asset
acquisition as it was at the time the commitment was entered into.

	WARRANTS AND EQUITY SECURITIES.  The Fund generally acquires warrants
to purchase equity securities of the borrower or lessee in connection with
asset financings.  The terms of the warrants, including the expiration date,
exercise price and terms of the equity security for which the warrant may be
exercised, are negotiated individually with each borrower or lessee.
Substantially all the warrants and underlying equity securities are restricted
securities under the 1933 Act at the time of issuance; the Fund generally
negotiates registration rights with the borrower or lessee that may provide
(i) "piggyback" registration rights, which permit the Fund under certain
circumstances to include some or all of the securities owned by it in a
registration statement filed by the borrower or lessee or (ii) under rare
circumstances, "demand" registration rights permitting the Fund under certain
circumstances to require the borrower or lessee to register the securities
under the 1933 Act (in some cases at the Fund's expense).

INVESTMENT POLICIES.

	For purposes of these investment policies and unless otherwise
specified, references to the percentage of the Fund's total assets "invested"
in securities of a company will be deemed to refer, in the case of financings
in which the Fund commits to provide financing prior to funding the commitment,
to the amount of the Fund's total assets represented by the value of the
maximum amount of securities to be issued by the borrower or lessee to the Fund
pursuant to such commitment; the Fund will not be required to divest securities
in its portfolio or decline to fund an existing commitment because of a
subsequent change in the value of securities the Fund has previously acquired
or committed to purchase.

	DIVERSIFICATION STANDARDS.  The Fund is classified as a "non-
diversified" closed-end investment company under the 1940 Act.  However the
Fund seeks to qualify as a RIC, and therefore must meet diversification
standards under the Internal Revenue Code.

	To qualify as a RIC, the Fund must meet the issuer diversification
standards under the Internal Revenue Code that require that, at the close of
each quarter of the Fund's taxable year in which there is an acquisition of a
security, (i) not more than 25% of the market value of its total assets is
invested in the securities of a single issuer and (ii) at least 50% of the
market value of its total assets is represented by cash, cash items, government
securities, securities of other RICs and other securities (with each investment
in such other securities limited so that not more than 5% of the market value
of the Fund's total assets is invested in the securities of a single issuer and
the Fund does not own more than 10% of the outstanding voting securities of a
single issuer).  For purposes of the diversification requirements under the
Internal Revenue Code, the percentage of the Fund's total assets "invested" in
securities of a company will be deemed to refer, in the case of financings in
which the Fund commits to provide financing prior to funding the commitment,
to the amount of the Fund's total assets represented by the value of the
securities issued by the borrower or lessee to the Fund at the time each
portion of the commitment is funded.

	The Fund will invest no more than 25% of its total assets in securities
of companies in any single industry.  The broad industry categories in which
the Fund anticipates that most of its investments will fall (and within each of
which there may be several "industries" for purposes of the industry
diversification policy) include computer and semiconductor-related,
medical/biotechnology and communications.

	INVESTMENT GUIDELINES.  In selecting investments for the Fund's
portfolio, the Managers endeavor to meet the investment guidelines established
by the Fund's Board of Directors.  The Fund may, however, make investments that
do not conform to one or more of these guidelines when deemed appropriate by
the Managers.   Such investments might be made if the Managers believe that a
failure to conform in one area is offset by exceptional strength in another or
is compensated for by a higher yield, favorable warrant issuance or other
attractive transaction terms or features.

	LEVERAGE.  The Fund is permitted to borrow money from and issue debt
securities to banks, insurance companies and other lenders to obtain additional
funds to originate venture loans and leases.  Under the 1940 Act, the Fund may
not incur borrowings unless, immediately after the borrowing is incurred, such
borrowings would have "asset coverage" of at least 200 percent.  "Asset
coverage" means the ratio which the value of the Fund's total assets, less all
liabilities not represented by the borrowings and any other liabilities
constituting "senior securities" under the 1940 Act, bears to the aggregate
amount of such borrowings and senior securities.  The practical effect of this
limitation is to limit the Fund's borrowings and other senior securities to
50% of its total assets less its liabilities other than the borrowings and
other senior securities.

	The use of leverage increases investment risk.  The Fund's lenders
require that the Fund pledge portfolio assets as collateral for loans.  If the
Fund is unable to service the borrowings, the Fund may risk the loss of such
pledged assets.  Lenders also require that the Fund agree to loan covenants
limiting the Fund's ability to incur additional debt or otherwise limiting the
Fund's flexibility, and loan agreements may provide for acceleration of the
maturity of the indebtedness if certain financial tests are not met.

	TEMPORARY INVESTMENTS.  Pending investment in asset financing
transactions and pending distributions, the Fund invests excess cash in (i)
securities issued or guaranteed by the U.S. government, its agencies or
instrumentalities, (ii) repurchase agreements fully collateralized by U.S.
government securities or (iii) short-term high-quality debt instruments of U.S.
corporations.  All such investments will mature in one year or less.  The U.S.
government securities in which the Fund may invest include U.S. government
securities backed by the full faith and credit of the U.S. government (such as
Treasury bills, notes and bonds) as well as securities backed only by the
credit of the issuing agency.  Corporate securities in which the Fund may
invest include commercial paper, bankers' acceptances and certificates of
deposit of domestic or foreign issuers.

	The Fund also may enter into repurchase agreements that are fully
collateralized by U.S. government securities with banks or recognized
securities dealers, in which the Fund purchases a U.S. government security from
the institution and simultaneously agrees to resell it to the seller at an
agreed-upon date and price.  The repurchase price is related to an agreed-upon
market rate of interest rather than the coupon of the debt security and, in
that sense, these agreements are analogous to secured loans from the Fund to
the seller.  Repurchase agreements carry certain risks not associated with
direct investments in securities, including possible declines in the market
value of the underlying securities and delays and costs to the Fund if the
other party to the transaction defaults.

	OTHER INVESTMENT POLICIES.  The Fund will not sell securities short,
purchase securities on margin (except to the extent the Fund's permitted
borrowings are deemed to constitute margin purchases), write puts or calls,
purchase or sell commodities or commodity contracts or purchase or sell real
estate.  The Fund will not underwrite the securities of other companies, except
to the extent the Fund may be deemed an underwriter upon the disposition of
restricted securities acquired in the ordinary course of the Fund's business.

	THE FUND'S INVESTMENT OBJECTIVE, INVESTMENT POLICIES AND INVESTMENT
GUIDELINES (OTHER THAN ITS STATUS AS A BDC) ARE NOT FUNDAMENTAL POLICIES AND
MAY BE CHANGED BY THE FUND'S BOARD OF DIRECTORS AT ANY TIME WITHOUT
SHAREHOLDER APPROVAL.

REGULATION.
	Generally, to be eligible to elect BDC status, a company must engage in
the business of furnishing capital and offering significant managerial
assistance to "eligible portfolio companies," as defined below.  More
specifically, in order to qualify as a BDC, a company must (i) be a domestic
company; (ii) have registered as a class of its securities or have filed a
registration statement with the SEC pursuant to Section 12 of the Securities
Exchange Act of 1934; (iii) operate for the purpose of investing in the
securities of certain types of eligible portfolio companies; (iv) offer to
extend significant managerial assistance to such eligible portfolio companies;
(v) have a majority of disinterested directors; and (vi) file (or under certain
circumstances, intend to file) a proper notice of election with the SEC.

	"Making available significant managerial assistance" is defined under
the 1940 Act, in relevant part, as (i) an arrangement whereby the business
development company, through its officers, directors, employees or general
partners, offers to provide and, if accepted, does provide, significant
guidance and counsel concerning the management, operations or business
objectives of a portfolio company; or (ii) the exercise by a business
development company of a controlling influence over the management or polices
of the portfolio company by the business development company acting
individually or as part of a group acting together which controls the portfolio
company.  The officers of the Fund intend to offer to provide managerial
assistance, including advice on equipment acquisition and financing, cash flow
and expense management, general financing opportunities, acquisition
opportunities and opportunities to access the public securities markets, to the
great majority of companies to whom the Fund provides venture loans or leases.
In some instances, officers of the Fund might serve on the board of directors
of borrowers or lessees.

	An "eligible portfolio company" generally is a United States company
that is not an investment company and that (i) does not have a class of
securities registered on an exchange or included in the Federal Reserve Board's
over-the-counter margin list; (ii) is actively controlled by a BDC and has an
affiliate of a BDC on its board of directors; or (iii) meets such other
criteria as may be established by the SEC.  Control under the 1940 Act is
presumed to exist where a BDC owns more than 25% of the outstanding voting
securities of the eligible portfolio company.

	The 1940 Act prohibits or restricts companies subject to the 1940 Act
from investing in certain types of companies, such as brokerage firms,
insurance companies, investment banking firms, and investment companies.
Moreover, the 1940 Act limits the type of assets that BDCs may acquire to
certain prescribed qualifying assets and certain assets necessary for its
operations (such as office furniture, equipment, and facilities) if, at the
time of acquisition, less than 70% of the value of BDC's assets consist of
qualifying assets.  Qualifying assets include: (i) privately acquired
securities of companies that were eligible portfolio companies at the time such
BDC acquired their securities; (ii) securities of bankrupt or insolvent
companies; (iii) securities of eligible portfolio companies controlled by a
BDC; (iv) securities received in exchange for or distributed in or with respect
to any of the foregoing; and (v) cash items, government securities and high-
quality short-term debt.  The 1940 Act also places restrictions on the nature
of transactions in which, and the persons from whom, securities can be
purchased in order for the securities to be considered qualifying assets.  Such
restrictions include limiting purchases to transactions not involving a public
offering and the requirement that securities be acquired directly from either
the portfolio company or its officers, directors or affiliates.

	The Fund, as a BDC, may sell its securities at a price that is below
its net asset value per share, provided that a majority of the Fund's
disinterested directors has determined that such sale would be in the best
interests of the Fund and its shareholders and upon the approval by the holders
of a majority of its outstanding voting securities, including a majority of the
voting securities held by non-affiliated persons, of such policy or practice
within one year of such sale.  A majority of the disinterested directors also
must determine in good faith, in consultation with the underwriters of the
offering if the offering is underwritten, that the price of the securities
being sold is not less than a price which closely approximates  market value
of the securities, less any distribution discounts or commissions.  As defined
in the 1940 Act, the term "majority of the outstanding voting securities" of
the Fund means the vote of (i) 67% or more of the Fund's Shares present at a
meeting, if the holders of more than 50% of the outstanding Shares are
present or represented by proxy, or (ii) more than 50% of the Fund's
outstanding Shares, whichever is less.

	Many of the transactions involving a company and its affiliates (as
well as afiliates of those afiliates) which were prohibited without the prior
approval of the SEC under the 1940 Act prior to its amendment by the 1980
Provisions are permissible for BDCs, including the Fund, upon the prior
approval of a majority of the Fund's disinterested directors and a majority of
the directors having no financial interest in the transactions.  However,
certain transactions involving certain persons related to the Fund, including
its directors, officers, and the Managers, may still require the prior approval
of the SEC.  In general, (i) any person who owns, controls, or holds
power to vote, more than 5% of the Fund's outstanding Shares (ii) any director,
executive officer, or general partner of that person; and (iii) any person who
directly or indirectly controls, is controlled by, or is under common control
with, that person, must obtain the prior approval of a majority of the Fund's
disinterested directors, and, in some situations, the prior approval of the
SEC, before engaging in certain transactions involving the person or any
company controlled by the Fund.  The 1940 Act generally does not restrict
transactions between the Fund and its eligible portfolio companies.  While a
BDC may change the nature of its business so as to cease being a BDC (and in
connection therewith withdraw its election to be treated as a BDC) only if
authorized to do so by a majority vote (as defined by the 1940 Act) of its
outstanding voting securities, shareholder approval of changes in other
fundamental investment policies of a BDC is not required (in contrast to the
general 1940 Act requirement, which requires shareholder approval for a change
in any fundamental investment policy).

DIVIDENDS AND DISTRIBUTIONS.

	The Fund intends to distribute to shareholders substantially all of its
net investment income and net realized capital gains, if any, as determined for
income tax purposes.  Applicable law, including provisions of the 1940 Act, may
limit the amount of dividends and other distributions payable by the Fund.
Income dividends will generally be paid quarterly to shareholders of record on
the last day of each preceding calendar quarter end.  Substantially all of the
Fund's net capital gain (the excess of net long-term capital gain over net
short-term capital loss) and net short-term capital gain, if any, will be
distributed annually with the Fund's final quarterly dividend distribution for
the year.

	Until July 5, 1998, the Managers reinvested the proceeds of matured,
repaid or resold investments, net of required distributions to shareholders,
principal payments on borrowings and expenses or other obligations of the Fund,
in new loans or leases.  Following that date, the Fund has begun to distribute
to investors all proceeds received from principal payments and sales of
investments, net of reserves and expenses, principal repayments on the Fund's
borrowings, amounts required to fund financing commitments entered into before
such date, and any amounts paid on exercise of warrants.  Distributions of such
amounts are likely to cause annual distributions to exceed the earnings and
profits of the Fund available for distribution, in which case such excess will
be considered a tax free return of capital to a shareholder to the extent of
the shareholder's adjusted basis in his shares and then as capital gain. The
Fund may borrow money to fund shareholder distributions, to the extent
consistent with the 1940 Act and a prudent capital structure.

COMPETITION.

	Other entities and individuals compete for investments similar to those
proposed to be made by the Fund, some of whom may have greater resources than
the Fund.  Furthermore, the Fund's need to comply with provisions of the 1940
Act pertaining to BDCs and provisions of the Internal Revenue Code pertaining
to RICs might restrict the Fund's flexibility as compared with its competitors.
The need to compete for investment opportunities may make it necessary for the
Fund to offer borrowers or lessees more attractive transaction terms than
otherwise might be the case.

EMPLOYEES.

	The Fund has no employees; all of its officers are officers and
employees of the Managers, and all of its required services are performed by
officers and employees of the Managers.

ITEM 2.	PROPERTIES.

	All of the Fund's office space is provided by the Managers.

ITEM 3.	LEGAL PROCEEDINGS.

	 In December 1997, an alleged breach of contract case was filled
against the Fund arising out of the Fund's refusal to fund a secured loan in
September 1994 due to the borrower's failure to satisfy conditions precedent in
the agreement, including, but not limited to, providing adequate security for
the loan.  The case was settled without a material effect on the Fund.

ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

	No matters were submitted to a vote of the Fund's security holders
during the last quarter of the fiscal year ended June 30, 2001.


The following are the executive officers of the Fund.  All officers serve at
the pleasure of the Board.

EXECUTIVE OFFICERS OF THE FUND
<TABLE>
<CAPTION>
NAME AND POSITION WITH FUND  AGE  OCCUPATION DURING PAST FIVE YEARS
---------------------------  ---  ---------------------------------
<S>                          <C>  <C>
Ronald W. Swenson, Director, 56   President and Director, Westech Investment Advisors since 1994, and President and Director,
Chairman and Chief Executive      Western Technology Investments since 1980
Officer

Salvador O. Gutierrez,       58   Senior Vice President and Director, Westech Investment Advisors since 1994, and Senior Vice
Director, President               President, Western Technology Investment since 1987.

George W. Siguler,           54   Managing Director, Siguler Guff Advisers & affiliates since 1995; Managing Director of Mitchell
Executive Vice President          Hutchins Institutional Investors from 1991 to 1995.  Director and President, Associated Capital
and Advisory Director             Advisers, Inc. (investment management firm) from 1990 to 1991, Vice Chairman and a director of
                                  Monarch Capital Corporation (financial services holding company) from 1984 to 1991.

Brian R. Best                35   Vice President, Westech Investment Advisors since 1999; Associate, Westech Investment Advisors
Vice President, CFO, and          since 1997
Secretary

Donald P. Spencer,           46   Managing Director, Siguler Guff Advisers and affiliates since 1995; Senior Vice President (and
Vice President                    other positions), Mitchell Hutchins Institutional Investors and affiliates from 1989 to 1995.
and Assistant Secretary
</TABLE>

	PART II.

ITEM 5.	MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS.

	The Fund's Common Stock is not listed on any securities exchange, and
all holders of the Fund's Common Stock are subject to agreements significantly
restricting the transferability of their shares.

	The approximate number of holders of record of the Fund's Common Stock
at September 15, 2001 was 52.

	The Fund has established a policy of declaring dividends on a quarterly
basis, with the most recent dividend being paid on July 3, 2001 to holders of
record on May 31, 2001, in the amount of $99.35 per share.  See "Dividends and
Distributions" under Item 1 for a description of the Fund's dividend policies.

ITEM 6.	SELECTED FINANCIAL DATA.

	The following table summarizes certain financial data and should be
read in conjunction with the "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the financial statements and notes
thereto included elsewhere in this Form 10-K. The selected financial data set
forth below has been derived from the audited financial statements.

<TABLE>
<CAPTION>
                                            For the Year      For the Year      For the Year      For the Year      For the Year
                                                Ended             Ended             Ended             Ended             Ended
                                           June 30, 2001     June 30, 2000     June 30, 1999     June 30, 1998     June 30, 1997
                                           -------------     -------------     -------------     -------------     -------------
<S>                                        <C>               <C>               <C>               <C>               <C>
Statement of Operations Data:
Investment Income:
    Interest on Loans and Leases              $2,030,110        $5,608,289       $11,545,419       $12,793,441        $7,314,618
    Interest on Short - Term investments         221,781           531,738           209,677           381,161           268,329
                                           -------------     -------------     -------------     -------------     -------------
	Total Investment Income                2,251,891         6,140,027        11,755,096        13,174,602         7,582,947
                                           -------------     -------------     -------------     -------------     -------------
Expenses:
    Management Fee                               601,841         2,138,686         1,905,721         2,307,014         1,438,118
    Interest Expense                              98,541         1,123,283         2,136,991         2,928,409         1,701,039
    Other OperatingExpense                       273,210           728,139           638,121           564,975           341,791
                                           -------------     -------------     -------------     -------------     -------------
	Total Expenses                           973,592         3,990,108         4,680,833         5,800,398         3,480,948
                                           -------------     -------------     -------------     -------------     -------------
Net Investment Income                          1,278,299         2,149,919         7,074,263         7,374,204         4,101,999
Net Change in Unrealized Gain
From Investments                             (12,478,870)       (7,861,062)       21,910,372           (41,374)          865,498
Net Realized Gain From Investments             4,936,451       230,101,137         4,185,108         4,993,372         1,463,670
Incentive Fee                                  1,252,824       (44,871,425)                -                 -                 -
                                           -------------     -------------     -------------     -------------     -------------
  Income (Loss) before cumulative effect
of change in accounting principle             (5,011,296)      179,518,569        33,169,743        12,326,202         6,431,167

Cumulative effect on prior years of
change in accounting principle                         -        (9,302,185)                -                 -                 -
                                           -------------     -------------     -------------     -------------     -------------
Net Income (Loss)                            $(5,011,296)     $170,216,384       $33,169,743       $12,326,202        $6,431,167
                                           =============     =============     =============     =============     =============

Amounts Per Common Share:
  Income (Loss) before cumulative effect
of change in accounting principle               $(103.71)        $3,715.28           $686.47           $260.30           $212.22
Cumulative effect on prior years of
change in accounting principle                         -           (192.52)                -                 -                 -
                                           -------------     -------------     -------------     -------------     -------------

Net Income (Loss) Per Share:                    $(103.71)        $3,522.76           $686.47           $260.30           $212.22
                                           =============     =============     =============     =============     =============

Weighted Average Shares Outstanding               48,319            48,319            48,319            47,354            30,304
                                           =============     =============     =============     =============     =============

Balance Sheet Data:                            As of             As of             As of             As of             As of
                                           June 30, 2001     June 30, 2000     June 30, 1999     June 30, 1998     June 30, 1997
                                           -------------     -------------     -------------     -------------     -------------

Total Assets                                 $17,257,933       $52,182,571       $81,705,700       $88,489,083       $71,848,759
Bank Loans                                   $         -        $8,292,805       $22,894,335       $36,114,059       $30,000,000
</TABLE>

ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.


RESULTS OF OPERATIONS --     YEARS ENDED JUNE 30, 2001 AND 2000

	Total investment income for the years ended June 30, 2001 and 2000 was
$2.3 million and $6.1 million, respectively, of which $2.0 million and $5.6
million, respectively, consisted of interest on venture loans outstanding.
Remaining income consisted primarily of interest on the temporary investment of
cash, pending investment in venture loans, distributions to shareholders or
application to the Fund's expenses.  The decrease in investment income
primarily reflects the decrease in loans outstanding from approximately $20.1
million as of June 30, 2000 to approximately $5.0 million as of June 30, 2001.

	Expenses for the years ended June 30, 2001 and 2000 were $1.0 million
and $4.0 million, respectively, Interest expense declined to $0.1 million for
the year ended June 30, 2001 from $1.1 million for the year ended
June 30, 2000, reflecting the complete reduction of bank loans from $8.3
million on June 30, 2000 to $0 on June 30, 2001. Management fees decreased from
$2.1 million for the year ended June 30, 2000 to $0.6 million for the year
ended June 30, 2000 reflecting a decreased asset base upon which fees are
calculated for the period.

	The Fund's policy is to place a loan on nonaccrual status when either
principal or interest has become past due for 90 days or more. When a loan is
placed on nonaccrual status, all interest previously accrued but not collected
is reversed. As of June 30, 2001 and 2000, the Fund had loans with a fair
value of $0.2 million and $0.6 million respectively and a cost basis of $0.6
million and $2.6 million respectively to borrowers that were carried on a
nonaccrual basis.

	Realized gain of the Fund's publicly traded stock and warrant portfolio
for the years ended June 30, 2001 and 2000 was $4.9 million and $230.1 million
respectively .  These realized gains were a combination of the realization of
previously unrealized gains from the previous years as well as the realization
of additional gains from sales of securities.  The realized gains for the year
ended June 30, 2000 were much larger than a typical year due to the number and
dollar value of warrant and stock gains.  A majority of the decrease in
realized gains is due to a more normalized transaction level and volume.

	The Fund had a negative change in unrealized gains from investments of
$12.5 million and $7.9 million for the years ended June 30, 2001 and 2000
respectively. The increase in unrealized loss of the Fund's portfolio was
primarily attributable to the realization of previously unrealized gains of the
Fund's warrants to purchase stock in equity securities as well as the general
price decline of the public securities held by the Fund.  This is consistent
with the reduction in the stock markets in general during the year ended
June 30, 2001. Included in the net change in unrealized gain from investments
for the year ended June 30, 2001 and 2000, is a net increase of unrealized loss
on loans and leases of $1.6 and $2.1 million respectively resulting from the
write off of several loans.

	Incentive fee for the year ended June 30, 2000 was $44.9 million.
Incentive fee for the year ended June 30, 2001 was ($1.3 million).  The
negative amount of incentive fees for the year ended June 30, 2001 was due to
the net loss for the period and primarily reflects the decreasing value of the
investment in securities.

	The Fund had a net loss prior to cumulative effect of change in
accounting principle of $5.0 million for the year ended June 30, 2001 and net
 income prior to cumulative effect of change in accounting principle of $179.5
million for the year ended June 30, 2000. The Fund had a net loss of $5.0
million for the year ended June 30, 2001 and net income of $170.2 million for
the year ended June 30, 2000.

	On a per share basis, for the years ended June 30, 2001 and 2000 net
income (loss) before cumualative effect of change in accounting principle was
$(103.71) and $3,715.28 respectively, and net income (loss) was $(103.71) and
$3,522.76 respectively.


LIQUIDITY AND CAPITAL RESOURCES --     JUNE 30, 2001 AND JUNE 30, 2000

	Total capital committed to the purchase of Shares pursuant to
subscription agreements was approximately $46.6 million at June 30, 2001 and
2000.  As of June 30, 2001 and 2000, 100% of this committed capital was called
to fund investments in venture loans and leases and to meet the Fund's
expenses.

	The Fund had in place an $8.5 million  securitization debt facility to
finance the acquisition of asset-based loans as of June 30, 2000 which expired
during the fiscal year ended June 30, 2001.  The principal balance was a
47-month term loan  As of June 30, 2000, $8.3 million was outstanding under
this facility.  As of June 30, 2001, the facility had been paid off and was not
renewed.  The Fund had also entered into interest rate swap transactions to
hedge its interest rate on the debt facility. The effect of these swap
transactions was convert the variable LIBOR rate into a fixed rate on the
contract notional value. At June 30, 2001, the Fund had no interest rate swap
transactions outstanding.

	As of June 30, 2001 41% of the Fund's assets consisted of cash and
cash equivalents, compared with 21% as of June 30, 2000.  The Fund no longer
expends cash for additional venture loans. Net loan amounts outstanding after
amortization decreased by approximately $15.1 million.

<TABLE>
<CAPTION>
========================= ========================= ========================= ========================== ========================
<S>                       <C>                       <C>                       <C>                        <C>
Year Ending                       Amount Disbursed    Principal Amortization        Balance Outstanding      Unfunded Commitments
------------------------- ------------------------- ------------------------- -------------------------- ------------------------
June 30, 2001                       $144.4 million            $139.4 million               $5.0 million             $36.8 million
------------------------- ------------------------- ------------------------- -------------------------- ------------------------
June 30, 2000                       $144.4 million            $124.3 million              $20.1 million             $36.8 million
========================= ========================= ========================= ========================== ========================
</TABLE>


	Because venture loans are privately negotiated transactions,
investments in these assets are relatively illiquid. All of the unfunded
commitments have expired and will never be funded.

	The Fund seeks to meet the requirements to qualify for the special
pass-through status available to "regulated investment companies" ("RICs")
under the Internal Revenue Code, and thus to be relieved of federal income tax
on that part of its net investment income and realized capital gains that it
distributes to shareholders.   To qualify as a RIC, the Fund must distribute to
its shareholders for each taxable year at least 90% of its investment company
taxable income (consisting generally of net investment income and net
short-term capital gain) ("Distribution Requirement").  To the extent that the
terms of the Fund's venture loans provide for the receipt by the Fund of
additional interest at the end of the loan term or the terms of venture leases
provide for the receipt by the Fund of a purchase price for the asset at the
end of the lease term ("residual income"), the Fund would be required to
accrue such residual income over the life of the loan or lease, and to include
such accrued income in its gross income for each taxable year even if it
receives no portion of such residual income in that year.  Thus, in order to
meet the Distribution Requirement and avoid payment of income taxes or an
excise tax on undistributed income, the Fund may be required in a particular
year to distribute as a dividend an amount in excess of the total amount of
income it actually receives.  Those distributions will be made from the Fund's
cash assets, from amounts received through amortization of loans or leases or
from borrowed funds.

QUARTERLY RESULTS

	This information has been derived from unaudited financial statements
that, in the opinion of management, include all normal recurring adjustments
necessary for a fair presentation of such information.  The operating results
for any quarter are not necessarily indicative of results for any future
period.

JUNE 30, 2001 (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                  Three Months Ended
                                               -------------------  -------------------  -------------------  -------------------
                                                September 30, 2000    December 31, 2000       March 31, 2001        June 30, 2001
                                               -------------------  -------------------  -------------------  -------------------
<S>                                            <C>                   <C>                  <C>                 <C>
Investment Income:
   Interest on Loans and Leases                           $718,448             $557,801             $474,965             $278,896
   Interest on Short -Term Investments                      76,274               43,287               62,901               39,319
                                               -------------------  -------------------  -------------------  -------------------
       Total Investment Income                             794,722              601,088              537,866              318,215
                                               -------------------  -------------------  -------------------  -------------------
Expenses:
   Management Fee                                          178,057              169,249              146,673              107,862
   Interest Expense                                         92,685                5,855                    -                    -
   Other Operating Expense                                  76,476               75,552               63,065               58,118
                                               -------------------  -------------------  -------------------  -------------------
      Total Expenses                                       347,218              250,656              209,738              165,980
                                               -------------------  -------------------  -------------------  -------------------

Net Investment Income                                     $447,504             $350,432             $328,128             $152,235
Net Change in Unrealized Gain From Investments          (9,703,192)           2,201,527             (548,951)          (4,428,254)
Net Realized Gain (Loss) From Investments                1,191,680               13,230             (522,638)           4,254,180
Incentive Fee                                            1,612,801             (513,038)             148,692                4,368
                                               -------------------  -------------------  -------------------  -------------------
Net Income (Loss)                                       (6,451,207)           2,052,151             (594,769)             (17,471)
                                               ===================  ===================  ===================  ===================

Net Income  Per Share                                     $(133.51)              $42.47              $(12.31)              $(0.36)
                                               ===================  ===================  ===================  ===================
Average Shares Outstanding                               48,318.58            48,318.58            48,318.58            48,318.58
                                               ===================  ===================  ===================  ===================
</TABLE>


JUNE 30, 2000 (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                   Three Months Ended
                                                -------------------  -------------------  -------------------  -------------------
                                                 September 30, 1999    December 31, 1999       March 31, 2000        June 30, 2000
                                                -------------------  -------------------  -------------------  -------------------
<S>                                              <C>                  <C>                  <C>                  <C>
Investment Income:
   Interest on Loans and Leases                          $1,817,832           $1,544,963           $1,342,571             $902,923
   Interest on Short -Term Investments                       36,062              202,885              196,397               96,394
                                                -------------------  -------------------  -------------------  -------------------

       Total Investment Income                            1,853,894            1,747,848            1,538,968              999,317
                                                -------------------  -------------------  -------------------  -------------------
Expenses:
   Management Fee                                           729,015              777,895              304,252              327,524
   Interest Expense                                         373,565              312,260              262,230              175,228
   Other Operating Expense                                  326,447              137,120              143,927              120,645
                                                -------------------  -------------------  -------------------  -------------------
      Total Expenses                                      1,429,027            1,227,275              710,409              623,397
                                                -------------------  -------------------  -------------------  -------------------

Net Investment Income                                      $424,867             $520,573             $828,559            $375,920
Net Change in Unrealized Gain From Investments           24,109,454          (14,206,453)         (23,271,439)          5,507,376
Net Realized Gain From Investments                       22,577,529          163,513,630           33,333,757          10,676,221
Incentive Fee                                           (10,110,957)         (29,270,596)          (2,177,969)         (3,311,903)
                                                -------------------  -------------------  -------------------  -------------------
   Net Income before cumulative effect of
change in accounting principle                           37,000,893          120,557,154            8,712,908          13,247,614
   Cumulative effect of change in
accounting principle                                     (9,302,185)                   -                    -                   -
                                                -------------------  -------------------  -------------------  -------------------
Net Income                                               27,698,708          120,557,154            8,712,908           13,247,614
                                                ===================  ===================  ===================  ===================

Net Income  Per Share                                       $573.25            $2,495.05              $180.32              $274.17
                                                ===================  ===================  ===================  ===================
Average Shares Outstanding                                48,318.58            48,318.58            48,318.58            48,318.58
                                                ===================  ===================  ===================  ===================
</TABLE>


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Fund's business activities contain elements of risk. The Fund considers the
principal types of market risk to be interest rate risk and valuation risk. The
Fund considers the management of risk essential to conducting its businesses
and to maintaining profitability. Accordingly, the Fund's risk management
procedures are designed to identify and analyze the Fund's risks, to set
appropriate policies and limits and to continually monitor these risks and
limits by means of reliable administrative and information systems and other
policies and programs.

The Fund manages its market risk by maintaining a portfolio that is diverse by
industry, size of investment, stage of development, and borrower.  The Fund
primarily invests in private business enterprises.   Since there is typically
no public market for the equity interests of the companies in which the Fund
invests, the valuation of the equity interests in the Fund's portfolio is
subject to the estimate of the Fund's management. In the absence of a readily
ascertainable market value, the estimated value of the Fund's portfolio of
equity interests may differ significantly from the values that would be placed
on the portfolio if a ready market for the equity interests existed. Any
changes in estimated value are recorded in the Fund's statement of operations
as "Net change in unrealized gains from investments." The Fund has some
exposure to public market price fluctuations for the equity interests that it
holds which have a public market.   Each hypothetical 1% increase or decrease
in value of the Fund's portfolio of equity interests of $5.0 million at
June 30, 2001 would have resulted in unrealized gains or losses and would have
increased or decreased net income for the nine months period by approximately
1.0%.

Based on the model used for the sensitivity of interest income net of interest
expense, if the balance sheet were to remain constant and no actions were
taken to alter the existing interest rate sensitivity, a hypothetical immediate
100 basis point change in interest rates would have affected net income by less
than 1% during the quarter. Although management believes that this measure is
indicative of the Fund's sensitivity to interest rate changes, it does not
adjust for potential changes in credit quality, size and composition of the
balance sheet and other business developments that could affect net income.
Accordingly, no assurances can be given that actual results would not differ
materially from the potential outcome simulated by this estimate.



ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

	See Item 14

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

	Not applicable.

PART III

ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

	The information required by this item is contained in part under the
caption "Executive Officers of the Fund" in Part I hereof, and the remainder is
contained in the Fund's Proxy Statement for the Annual Meeting of Shareholders
to be held November 14, 2001 ("2001 Proxy Statement") under the caption
"Proposal 1 -- To Elect Eight Directors of the Fund" and is incorporated
herein by reference.

ITEM 11.	EXECUTIVE COMPENSATION

	The information required by this item is contained in the Fund's 2001
Proxy Statement under the caption "Proposal 1 -- To Elect eight Directors of
the Fund" and is incorporated herein by reference.

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

	The information required by this item is contained in the Fund's 2001
Proxy Statement under the caption "Annex A -- Beneficial Ownership of Fund
Shares" and is incorporated herein by reference.

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

	The information required by this item is contained in the Fund's 2001
Proxy Statement under the captions: "Other Information -- Managers" and is
incorporated herein by reference.


PART IV.

ITEM 14.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)		INDEX TO FINANCIALS STATEMENTS AND FINANCIAL STATEMENT
SCHEDULES

<TABLE>
<CAPTION>
                                                                                                         Page
                                                                                                        ------
<S>                                                                                                     <C>
Report of Independent Public Accountants                                                                 F-1

Statements of Financial Position as of June 30, 2001 and 2000                                            F-2

Statements of Operations for the Years ended June 30, 2001 and 2000                                      F-3

Statements of Changes in Shareholders' Equity for the Years ended June 30, 2001                          F-4
and 2000

Statements of Cash Flows for the Years ended June 30, 2001 and 2000                                      F-5

Notes to Financial Statements                                                                            F-6
</TABLE>

Financial Statement Schedules for the Years Ended June 30, 2001 and 2000
included in Item 14(d):

No schedules are required because the required information is not present or
not present in amounts sufficient to require submission of the schedule, or
because the required information is included in the financial statements and
the notes thereto.

LISTING OF EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number	        Exhibit Title
--------        ---------------------------------
<S>             <C>
3.1             Articles of Incorporation -- incorporated by reference to the Fund's Registration Statement on Form 10 filed with
                the Securities and Exchange Commission ("Commission") on October 13, 1984.

3.2             By-Laws, as amended to date - incorporated by reference to the Fund's 1998 Form 10K.

3.3             Bank Loan Agreement - incorporated by reference to the Fund's December 31, 1997 Form 10Q

10.1            Management Agreement, dated as of December 22, 1995, between the Fund on the one hand, and Westech Advisors and
                Siguler Guff Advisers, on the other hand - incorporated by reference to the Fund's 1998 Form 10K.
</TABLE>

REPORTS ON FORM 8-K

	The Fund filed no reports on Form 8-K with the Commission during the
fiscal quarter ended June 30, 2001.


Signatures

	Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

VENTURE LENDING & LEASING, INC.
(Registrant)

By:     /S/ Ronald W. Swenson               By:        /S/ Brian R. Best
        ---------------------                          -----------------
Ronald W. Swenson                           Brian R. Best
Chairman and Chief Executive Officer        Chief Financial Officer
Date:   September 28, 2001                  Date:   September 28, 2001

	Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                NAME                                  TITLE                                 DATE
<S>                                   <C>                                   <C>

By:     /S/ John F. Cogan                           Director                         September 28, 2001
        -----------------
John F. Cogan

By:     /S/ J. Michael Egan                         Director                         September 28, 2001
        -------------------
J. Michael Egan

By:     /S/ Salvador O. Gutierrez             President & Director                   September 28, 2001
        -------------------------
Salvador O. Gutierrez

By:     /S/ Scott C. Malpass                        Director                         September 28, 2001
        ---------------------
Scott C. Malpass

By:     /S/ Roger V. Smith                          Director                         September 28, 2001
        ------------------
Roger V. Smith

By:     /S/Arthur C. Spinner                        Director                         September 28, 2001
        --------------------
Arthur C. Spinner

By:     /S/ Ronald W. Swenson                     CEO & Director                     September 28, 2001
        ---------------------
Ronald W. Swenson

By:     /S/ George H. Von Gehr                      Director                         September 28, 2001
        ----------------------
George H. Von Gehr
</TABLE>




REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Shareholders of
Venture Lending & Leasing, Inc.:

We have audited the accompanying statements of financial position of Venture
Lending & Leasing, Inc. (a Maryland corporation) as of June 30, 2001 and 2000,
and the related statements of operations, changes in shareholders' equity and
cash flows for the years then ended. These financial statements are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Venture Lending & Leasing,
Inc. as of June 30, 2001 and 2000, and the results of its operations and its
cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States.

As explained in Note 9 to the financial statements, effective October 1, 1999,
the Fund changed its method of accounting for incentive management fees.



/S/Arthur Andersen LLP


San Francisco, California,
August 10, 2001

<PAGE>





                         VENTURE LENDING & LEASING, INC.

                        STATEMENTS OF FINANCIAL POSITION
                           AS OF JUNE 30, 2001 AND 2000

<TABLE>
<CAPTION>
                                                                                          2001               2000
                                                                                    --------------      --------------
<S>                                                                                  <C>                <C>
                                         ASSETS

Loans, at estimated fair value (cost of $5,410,425 and $22,072,985 in
2001 and 2000, respectively)                                                          $  5,015,485       $  20,127,985
Investments in securities, at estimated fair value (cost of $960,999 and
$1,271,145 in 2001 and 2000, respectively)                                               5,032,449          19,371,525
Cash and cash equivalents                                                                7,097,401          11,121,890
Other assets                                                                               112,598           1,561,171
                                                                                    --------------      --------------
	Total assets                                                                 $  17,257,933       $  52,182,571
                                                                                    ==============      ==============
                          LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
  Bank loans                                                                                  $  -        $  8,292,805
  Accrued management and incentive fees                                                  3,460,233           8,934,282
  Accounts payable and other accrued liabilities                                           388,217             533,523
                                                                                    --------------      --------------
	Total liabilities                                                                3,848,450          17,760,610
                                                                                    --------------      --------------

Shareholders' equity:
  Common stock, $.001 par value:
    Authorized-100,000,000 shares
    Issued and outstanding-48,318.58 shares as of June 30, 2001 and 2000
Decimal figure OK as is                                                                         49                 49
Capital in excess of par value                                                          46,641,051         46,641,051
Accumulated distributions                                                             (252,899,671)      (236,898,489)
Accumulated earnings                                                                   219,668,054        224,679,350
                                                                                    --------------      --------------
	Total shareholders' equity                                                      13,409,483         34,421,961
                                                                                    --------------      --------------
	Total liabilities and shareholders' equity                                   $  17,257,933      $  52,182,571
                                                                                    ==============      ==============
</TABLE>

	The accompanying notes are an integral part of these statements.


<PAGE>






                         VENTURE LENDING & LEASING, INC.

                            STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000


<TABLE>
<CAPTION>
                                                                                          2001               2000
                                                                                    --------------      --------------
<S>                                                                                  <C>                <C>
INVESTMENT INCOME:
  Interest on loans                                                                   $  2,030,110        $  5,608,289
  Interest on short-term investments                                                       221,781             531,738
                                                                                    --------------      --------------
	Total investment income                                                          2,251,891           6,140,027

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

EXPENSES:


  Management fees                                                                          601,841          2,138,686
  Interest expense                                                                          98,541          1,123,283
  Other operating expenses                                                                 273,210            728,139

                                                                                    --------------      --------------
	Total expenses                                                                     973,592           3,990,108

                                                                                    --------------      --------------
	Net investment income                                                            1,278,299           2,149,919
NET CHANGE IN UNREALIZED GAIN FROM INVESTMENTS                                         (12,478,870)         (7,861,062)
NET REALIZED GAIN FROM INVESTMENTS                                                       4,936,451         230,101,137
INCENTIVE FEE                                                                            1,252,824         (44,871,425)

                                                                                    --------------      --------------
	Income (loss) before cumulative effect on prior
years of a change in accounting principle                                               (5,011,296)        179,518,569
CUMULATIVE EFFECT ON PRIOR YEARS OF A CHANGE IN
ACCOUNTING PRINCIPLE (Note 9)                                                                    -          (9,302,185)

                                                                                    --------------      --------------
	Net income (loss)                                                            $  (5,011,296)     $  170,216,384
                                                                                    ==============      ==============

AMOUNTS PER COMMON SHARE:
  Income (loss) before cumulative effect of a change in
accounting principle                                                                      $(103.71)        $  3,715.28
  Cumulative effect on prior years of a change in accounting
principle (Note 9)                                                                               -             (192.52)

                                                                                    --------------      --------------
	Net income (loss)                                                                 $(103.71)        $  3,522.76
                                                                                    ==============      ==============

WEIGHTED AVERAGE SHARES OUTSTANDING                                                         48,319              48,319
                                                                                    ==============      ==============
PRO FORMA AMOUNTS ASSUMING THE NEW METHOD IS APPLIED
RETROACTIVELY (Note 9):
    Net income (loss)                                                                  $(5,011,296)       $179,518,569
    Net income (loss) per common share                                                    $(103.71)          $3,715.28
</TABLE>


	The accompanying notes are an integral part of these statements.
<PAGE>



                          VENTURE LENDING & LEASING, INC.

                    STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                      FOR THE YEARS ENDED JUNE 30, 2001 AND 2000

<TABLE>
<CAPTION>
                                   COMMON STOCK        CAPITAL IN
                              ---------- ----------    EXCESS OF       ACCUMULATED       ACCUMULATED
                               SHARES      AMOUNT      PAR VALUE       DISTRIBUTION      EARNINGS            TOTAL
                              ----------  ----------  ---------------  ---------------  ---------------  ---------------
<S>                           <C>         <C>         <C>              <C>              <C>              <C>

BALANCE, JUNE 30, 1999         48,318.58       $  49    $  46,641,051  $  (43,050,082)    $  54,462,966    $  58,053,984
  Distributions                        -           -                -    (193,848,407)                -     (193,848,407)
  Net income                           -           -                -               -       170,216,384      170,216,384
                              ----------  ----------  ---------------  ---------------  ---------------  ---------------
BALANCE, JUNE 30, 2000         48,318.58          49       46,641,051    (236,898,489)      224,679,350       34,421,961

  Distributions                        -           -                -     (16,001,182)                -      (16,001,182)
  Net loss                             -           -                -               -        (5,011,296)      (5,011,296)
                              ----------  ----------  ---------------  ---------------  ---------------  ---------------
BALANCE, JUNE 30, 2001         48,318.58       $  49    $  46,641,051  $  (252,899,671)  $  219,668,054    $  13,409,483
                              ==========  ==========  ===============  ===============  ===============  ===============
</TABLE>



	The accompanying notes are an integral part of these statements.

<PAGE>









                         VENTURE LENDING & LEASING, INC.

                            STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000
<TABLE>
<CAPTION>

                                                                                          2001               2000
                                                                                    --------------      --------------
<S>                                                                                 <C>                 <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                                   $  (5,011,296)     $  170,216,384
Adjustments to reconcile net income (loss) to net cash used in
operating activities:
  Amortization of deferred assets, net of additions                                        42,293              79,643
  Net realized gain from investments                                                   (4,936,451)       (230,101,137)
  Net change in unrealized gain from investments                                       12,478,870           7,861,062
  Decrease (increase) in other assets                                                   1,406,280          (1,512,650)
  Net increase (decrease) in accounts payable, other accrued
  liabilities and management fees                                                      (5,619,356)          8,710,424
                                                                                    --------------      --------------
	Net cash used in operating activities                                          (1,639,660)        (44,746,274)
                                                                                    --------------      --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of loans                                                                          -          (2,201,681)
  Principal payments on loans                                                          15,759,704          29,565,531
  Acquisition of warrants and stock                                                      (189,263)         (1,934,538)
  Proceeds from sale of securities                                                      6,338,717         167,768,855
                                                                                    --------------      --------------
	Net cash provided by investing activities                                      21,909,158         193,198,167
                                                                                    --------------      --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions to shareholders                                                  (16,001,182)       (124,476,884)
  Repayment of bank loan                                                               (8,292,805)        (14,601,529)
                                                                                    --------------      --------------
	Net cash used in financing activities                                         (24,293,987)       (139,078,413)
                                                                                    --------------      --------------
	Net increase (decrease) in cash and cash equivalents                           (4,024,489)          9,373,480

CASH AND CASH EQUIVALENTS:
  Beginning of year                                                                    11,121,890           1,748,410
                                                                                    --------------      --------------
  End of year                                                                        $  7,097,401       $  11,121,890
                                                                                    ==============      ==============

CASH PAID DURING THE YEAR FOR INTEREST                                                 $  104,106        $  1,140,656

NONCASH TRANSACTIONS: Distributions of investment securities to shareholders                    -          69,371,523
</TABLE>


	The accompanying notes are an integral part of these statements.
<PAGE>

                          VENTURE LENDING & LEASING, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                No date per request


1. ORGANIZATION AND OPERATIONS OF THE COMPANY:

Venture Lending & Leasing, Inc. (the Fund) was incorporated in Maryland on
September 29, 1993, as a nondiversified, closed-end management investment
company electing status as a business development company under the Investment
Company Act of 1940. The purpose of the Fund is to provide asset-based
financing to venture-capital-backed companies in the form of secured loans,
installment sales contracts, or equipment leases. Prior to commencing its
operations on July 5, 1994, the Fund had no operations other than the sale to
Mitchell Hutchins Institutional Investors, Inc. (Mitchell Hutchins), which is
an indirect wholly owned subsidiary of PaineWebber Group Inc., of one share of
common stock, $.001 par value, for $1,000. As of June 30, 2001, the Fund meets
the requirements, including diversification requirements, to qualify as a
regulated investment company (RIC) under the Internal Revenue Code of 1986.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

BASIS OF ACCOUNTING

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of cash on hand and demand deposits in banks
with original maturities of 90 days or less.

VALUATION OF LOANS AND INVESTMENTS

Venture loans are privately negotiated transactions, and there is no
established trading market in which such loans or leases can be sold.
Investments in loans are valued at their original purchase price less
amortization of principal unless, pursuant to procedures established by the
Fund's Board of Directors, the Fund's Managers determine that amortized cost
does not represent fair value.

Substantially all of the Fund's investment securities are warrants and stock.
Most of the Fund's securities are restricted and cannot be sold publicly
without prior agreement with the issuer to register the securities under the
Securities and Exchange Act of 1933 (the 1933 Act) or by selling the securities
under Rule 144 or other rules under the 1933 Act, which permit only limited
sales under specified conditions.

Warrants that are received in connection with loan transactions generally will
be assigned a minimal value at the time of acquisition. Thereafter, warrants on
equity securities with readily ascertainable market values will be assigned a
fair value based on the difference, if any, between the exercise price of the
warrant and the market value of the equity securities for which the warrant may
be exercised, adjusted for illiquidity.

Restricted equity securities for which a public market exists are valued at a
discount with reference to the market price for unrestricted equity securities
of the same issuers. The discount for these equity securities takes into
consideration the following factors: the nature of the market in which the
securities are traded, the existence and terms of any registration rights, the
proportion of the issuer's securities held by the Fund, and other factors that
may affect their fair value. As the restriction period and other restrictive
factors decrease, the discount applied to the securities also decreases.

NONACCRUAL LOANS

The Fund's policy is to place a loan on nonaccrual status when either principal
or interest has become past due for 90 days or more. When a loan is placed on
nonaccrual status, all interest previously accrued but not collected is
reversed for the quarter in which the loan was placed on nonaccrual status. Any
uncollected interest related to quarters prior to when the loan was placed on
nonaccrual status is added to the principal balance, and the aggregate balance
of the principal and interest is evaluated in accordance with the valuation of
loans.

Loans with a fair value of $169,697 and $644,594 and a cost of $564,637 and
$2,589,594 have been classified as nonaccrual at June 30, 2001 and 2000,
respectively.

COMMITMENT FEES

Unearned income and commitment fees on loans are recognized using the
effective-interest method over the term of the loan or lease. Commitment fees
are carried as liabilities when received for commitments upon which no draws
have been made. When the first draw is made, the fee is included in unearned
income and is recognized as described above.

INTEREST RATE SWAPS

The Financial Accounting Standards Board (FASB) Statement of Accounting
Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging
Activities, " as amended by SFAS No. 138, establishes accounting and reporting
standards requiring that every derivative instrument (including certain
derivative instruments embedded in other contracts) be recorded in the balance
sheet as either an asset or liability measured at its fair value. For
investment companies such as the Fund, SFAS No. 133 requires that changes in
the derivative's fair value be recognized currently in earnings. The Fund
adopted SFAS No. 133 effective July 1, 2000.

From time to time, the Fund enters into interest rate swaps to hedge its
interest rate on its bank loans. The net interest received or paid on the swap
transactions is included in interest expense. The fair value of the swaps is
recorded in other assets or other liabilities, and the change in fair value is
recorded as a change in unrealized gain (loss) from investments. As of
June 30, 2001, the Fund had no interest rate swap transactions.

TAX STATUS

As long as the Fund qualifies as a RIC, it will not pay any federal or state
corporate income tax on income that is distributed to shareholders (pass-
through status). Should the Fund lose its qualification as a RIC, it could be
taxed as an ordinary corporation on its taxable income for that year (even if
that income is distributed to its shareholders), and all distributions out of
its earnings and profits will be taxable to shareholders as ordinary income.

RECLASSIFICATIONS

Certain amounts in the prior year financial statements have been reclassified
to conform with the current financial statement presentation. These
 reclassifications had no impact on previously reported net income or
shareholders' equity.

3. SUMMARY OF INVESTMENTS:

Loans generally are made to borrowers pursuant to commitments whereby the
Fund commits to finance the borrower up to a specified amount for the term of
the commitments, upon the terms and subject to the conditions specified by
such commitment. As of June 30, 2001 and 2000, the Fund's investments in loans
are entirely within the United States and are diversified among the following
industries. The percentage of net assets (shareholders' equity) that each
industry group represents is shown with the industry totals. (The sum of the
percentages does not equal 100 percent because the percentages are based on
net assets as opposed to total loans.)

<TABLE>
<CAPTION>
                                                                               ESTIMATED FAIR VALUE
                                                                     --------------------  --------------------
                                                                              2001                 2000
                                                                     --------------------  --------------------
<S>                                                                  <C>                   <C>
Biotechnology:
  Biosys, Inc.                                                                      $   -            $  10,677
  Ceres, Inc.                                                                     605,670              892,999
  Gene Logic, Inc.                                                                      -              392,260
  Nobex (Protein Delivery, Inc.)                                                  221,631              327,277
  Regen Biologics, Inc.                                                                 -              133,642
  Telik, Inc.                                                                           -               41,522
                                                                     --------------------  --------------------
	Total biotechnology (6.2% and 5.2% of net assets)                         827,301            1,798,377
                                                                     --------------------  --------------------

Communications equipment:
  Brocade Communications, Inc.                                                          -              170,697
  Cisco Systems (Cerent)                                                          297,129            1,250,683
  Mdiversity (Silicon Wireless, Inc.)                                             431,056              843,829
  Yago Systems, Inc                                                                     -               58,344
                                                                     --------------------  --------------------
	Total communications equipment (5.4% and 6.8%)                            728,185            2,323,553
                                                                     --------------------  --------------------

Communications service providers:
  Exodus Communications, Inc.                                                        $  -         $  1,310,286
  IAsia Works (Aunet Corporation)                                                       -              237,033
                                                                     --------------------  --------------------
	Total communications service providers (0.0% and 4.5%)                          -            1,547,319
                                                                     --------------------  --------------------

Computer and peripherals:
  Applied Magnetics Corporation (DAS Devices)                                           -              101,738
  Aptix Corporation                                                                     -              253,647
  Headway Technologies, Inc.                                                      206,476            2,450,560
  Quantum 3D                                                                            -               43,832
                                                                     --------------------  --------------------
	Total computer and peripherals (1.5% and 8.3%)                            206,476            2,849,777
                                                                     --------------------  --------------------

Internet:
  Active Software, Inc.                                                                 -               59,308
  Adforce, Inc.                                                                   169,697              668,226
  Keynote Systems Incorporated                                                     59,913              165,218
  Netratings, Inc.                                                                 61,932              113,138
  Visual Networks (Inverse Network Technology)                                     50,972              147,632
                                                                     --------------------  --------------------
	Total Internet* (2.6% and 3.4%)                                           342,514            1,153,522
                                                                     --------------------  --------------------
Medical devices:
  Aerogen, Inc.                                                                         -               89,465
  Encelle, Inc.                                                                    13,546               41,609
  Heartstent Corporation                                                           18,124               32,836
  Integ Incorporated                                                              674,559            2,044,483
  Intratherapeutics, Inc.                                                               -              839,736
  Myelotec, Inc.                                                                        -              138,433
  Oratec Interventions, Inc.                                                            -               21,982
  Spinal Concepts, Inc.                                                                 -              143,808
  Survivalink Corporation                                                         104,655              284,910
  Visionary BioMedical                                                             58,412                    -
  Volumetrics Medical Imaging Inc.                                                      -              296,764
                                                                     --------------------  --------------------
	Total medical devices (6.5% and 11.4%)                                    869,296            3,934,026
                                                                     --------------------  --------------------

Photonics:
  Lightwave Microsystems Corporation                                               48,870               164,943
                                                                     --------------------  --------------------
	Total photonics (0.4% and 0.5%)                                            48,870               164,943
                                                                     --------------------  --------------------

Semiconductor equipment:
  Abpac                                                                                 -               145,540
                                                                     --------------------  --------------------
	Total semiconductor equipment (0.0% and 0.4%)                                   -               145,540
                                                                     --------------------  --------------------

Semiconductors:
  Equator Technologies, Inc.                                                            -               492,218
  i-Compression, Inc.                                                              23,632                85,830
  I-Cube, Inc.                                                                     34,222               345,797
  Neomagic Corporation                                                                  -                20,908
  Hot Rail, Inc.                                                                  111,814               307,732
  Sirf Technology                                                                       -               363,956
  Telecruz Technology, Inc.                                                       119,113               285,378
  Transmeta Corporation                                                           675,437             1,697,199
                                                                     --------------------  --------------------
	Total semiconductors (7.2% and 10.5%)                                     964,218             3,599,018
                                                                     --------------------  --------------------

Software:
  0-In Design Automation, Inc.                                                  $  49,423            $  146,806
  Calico Technology, Inc.                                                               -                54,360
  Commerce One, Inc.                                                                    -                60,613
  Documentum                                                                            -                88,381
  E.piphany (Rightpoint Software, Inc.)                                            18,466                91,983
  Mineshare Corporation                                                           115,805               200,292
  Optimal Networks Corporation                                                          -                83,410
  Optivision                                                                            -                89,876
  Personic Software, Inc.                                                         196,042               310,176
  Releasenow.com                                                                        -                37,373
  Solopoint, Inc.                                                                       -                 6,686
  Tenth Planet Exploration, Inc.                                                        -                65,284
  Wink Communications, Inc.                                                             -               140,306
                                                                     --------------------  --------------------
Total software (2.8% and 4.0%)                                                    379,736             1,375,546
                                                                     --------------------  --------------------

Other:
  Larex, Inc.                                                                           -               221,883
  WebVan-Bay Area Inc.                                                            648,889             1,014,481
                                                                     --------------------  --------------------
	Total other (4.8% and 3.6%)                                               648,889             1,236,364
                                                                     --------------------  --------------------
Total loans (cost: $5,410,425 and $22,072,985)                               $  5,015,485         $  20,127,985
                                                                     ====================  ====================
</TABLE>

The Fund provides asset-based financing primarily to start-up and emerging
growth venture-capital-backed companies. As a result, the Fund is subject to
general credit risk associated with such companies. At June 30, 2001 and 2000,
the Fund has unfunded commitments to borrowers of $36,773,351. All of these
commitments have expired.

Included in the net change in unrealized gain from investment transactions for
the years ended June 30, 2001 and 2000, is an unrealized loss on loans of
$1,550,060 and $2,056,223, respectively. This amount represents a reduction in
the estimated fair value of loans determined by the Fund's Managers in
accordance with the procedures established by the Fund's Board of Directors.

The Fund's investments in warrants are entirely within the United States and
are diversified among the following industry groups. The percentage of net
assets that each industry group represents is shown with the industry totals:

<TABLE>
<CAPTION>
                                                            2001
                                              ---------------- ----------------
                                                Estimated        Percentage of
                                                Fair Value       Net Assets
                                              ---------------- ----------------
<S>                                           <C>              <C>
Semiconductor:
  Transmeta                                      $  1,372,783           10.24%
  Other                                                56,000            0.42
                                              ---------------- ----------------
	Total semiconductor                         1,428,783           10.66

Other warrants                                        393,051            2.93
                                              ---------------- ----------------
	Total warrants (cost: $453,700)          $  1,821,834           13.59%
                                              ================ ================
</TABLE>


<TABLE>
<CAPTION>
                                                            2000
                                              ---------------- ----------------
                                                Estimated        Percentage of
                                                Fair Value       Net Assets
                                              ---------------- ----------------
<S>                                           <C>              <C>

Medical devices                                   $  1,147,890            3.33%
Other warrants                                       1,460,457            4.25
                                              ---------------- ----------------
	Total warrants (cost: $572,600)           $  2,608,347            7.58%
                                              ================ ================
</TABLE>

The Fund's investments in stock are entirely within the United States and are
diversified among the following industries. The percentage of net assets that
each industry group represents is shown with the industry totals, as follows:


<TABLE>
<CAPTION>
                                                                   2001
                                               --------------- --------------- ---------------
                                                  SHARES          ESTIMATED     PERCENTAGE OF
                                                                  FAIR VALUE    NET ASSETS
                                               --------------- --------------- ---------------
<S>                                            <C>             <C>             <C>

Communications equipment: Optical Networks             113,468    $  2,532,606         18.89%
Medical devices                                         53,677         398,069          2.97
Other common stock                                     130,297         279,940          2.08
                                               --------------- --------------- ---------------
Total common stock (cost: $507,299)                    297,442    $  3,210,615         23.94%
                                               =============== =============== ===============
</TABLE>

<TABLE>
<CAPTION>
                                                                   2000
                                               --------------- --------------- ---------------
                                                  SHARES          ESTIMATED     PERCENTAGE OF
                                                                  FAIR VALUE    NET ASSETS
                                               --------------- --------------- ---------------
<S>                                            <C>             <C>             <C>

Communications equipment: ONI Systems                  233,468   $  14,217,068          41.30%
Software                                               101,057       1,488,741           4.33
Other common stock                                      31,965       1,057,369           3.07
                                               --------------- --------------- ---------------
	Total common stock (cost: $698,545)            366,490   $  16,763,178          48.70%
                                               =============== =============== ===============
</TABLE>


4. WARRANTS AND STOCK:

At June 30, 2001 and 2000, the Fund held warrants to purchase shares of common
and preferred stock in 29 and 39 companies, respectively, of which 7 and 5
companies, respectively, are publicly traded. Warrants issued by private
companies whose equity securities do not have a readily ascertainable market
value are carried at a minimal value assigned at the time of acquisition. These
private warrants had a value of $244,000 and $438,600 at June 30, 2001 and
2000, respectively. The following is a summary of the activity for investments
in warrants and investments in stocks for the years ended June 30, 2001 and
2000:

<TABLE>
<CAPTION>
                                                    2001           2000
                                                ------------  ------------
<S>                                             <C>           <C>

Investments in warrants:
  Balance, beginning of year                    $ 2,608,347   $ 15,839,952
    Disposition of warrants                         (14,000)       (20,000)
    Write-off of public warrants                     (4,000)       (80,000)
    Write-off of private warrants                   (73,500)       (33,000)
    Conversion of warrants to stock                 (27,400)      (316,750)
    Net change in unrealized gain                  (667,613)   (12,781,855)
                                                ------------  ------------
Balance, end of year                            $ 1,821,834    $ 2,608,347
                                                ============  ============

Investments in stocks:
  Balance, beginning of year                   $ 16,763,178   $ 13,927,078
    Cash exercises and purchases of stock           189,263      1,954,538
    Conversion of warrants to stock                  27,400        316,750
    Write-off of private stock                            -        (72,327)
    Cost basis of stock sold                       (407,909)    (2,227,431)
    Net change in unrealized gain               (13,361,317)     2,864,570
                                                ------------  ------------
Balance, end of year                            $ 3,210,615   $ 16,763,178

                                                ============  ============
</TABLE>

5. LONG-TERM DEBT FACILITY:

The Fund had in place an $8.5 million securitization debt facility to finance
the acquisition of asset-based loans. The principal balance was a 47-month term
loan. The Fund completely paid off and terminated this facility on
November 27, 2000.

6. CAPITAL STOCK:

As of June 30, 2001 and 2000, there are 100,000,000 shares of $.001 par value
common stock authorized and 48,318.58 shares are issued and outstanding.

The Fund has subscription agreements in effect with its shareholders under
which shareholders will purchase shares of the Fund, up to their full committed
capital amount, upon capital calls delivered at least 15 days before payment is
due. As of June 30, 2001, all capital commitments have been received.

7. EARNINGS PER SHARE:

Basic earnings per share are computed by dividing net income by the weighted-
average common shares outstanding. Diluted earnings per share are computed by
dividing net income by the weighted-average common shares outstanding,
including the dilutive effects of potential common shares (e.g., stock
options). The Fund has no options, preferred stock or other instruments that
would be potential common shares; thus, reported basic and diluted earnings are
the same.

8. MANAGEMENT:

Westech Advisors serves as the Fund's investment manager, and Siguler Guff
Advisers, L.L.C. (the Adviser) serves as its fund manager. As compensation for
their services to the Fund, Westech Advisors and the Adviser (the Managers)
receive a management fee (the Management Fee) computed and paid at the end of
each quarter at an annual rate of 2.5 percent of the Fund's total assets
(including amounts derived from borrowed funds) as of the last day of each
fiscal quarter thereafter. Fees of $601,841 and $2,138,686 were recognized for
the years ended June 30, 2001 and 2000, respectively.

In addition to the Management Fee, the Managers will together receive a monthly
incentive fee (the Incentive Fee) after shareholders have received a return of
funds (Payout) equal to the following: (a) cumulative dividends and
distributions equal to 100 percent of all amounts paid, as of the date of
calculation, by shareholders to the Fund (and not including placement fees paid
to the placement agent by certain of the shareholders) for the purchase of
shares plus (b) a preferred return on all amounts contributed, as of the date
of calculation, equal to an 8 percent cumulative noncompounded annual return on
such amounts. After Payout has been achieved, all amounts available to be paid
as dividends and distributions to shareholders in accordance with the Fund's
distribution policies will be distributed as follows: 80 percent as dividends
to the Fund's shareholders and 20 percent to the Managers as the Incentive Fee.
The Incentive Fee shall not be paid until the Fund is no longer permitted to
make capital calls under the subscription agreements or irrevocably waives any
right to do so.

The Incentive Fee expense for the years ended June 30, 2001 and 2000, was
($1,252,824) and $54,173,610, respectively (see Note 9). The amounts paid to
the Managers for incentive fees, based on the Fund's distribution policies,
were $4,000,296 and $45,568,120 for the years ended June 30, 2001 and 2000,
respectively.

Certain officers and directors of the Fund also serve as officers and directors
of Westech Advisors and the Adviser.

9. CHANGE IN ACCOUNTING PRINCIPLE:

In the second quarter of the fiscal year ended June 30, 2000, the Fund changed
its method of accounting for its Incentive Fee. The previous method was to
record the Incentive Fee as the Fund became legally obligated. The new method
is to record the Incentive Fee based on the Fund's current income. According
to the management of the Fund, this change was made to more closely match the
Incentive Fee to current performance. The new method has been applied to
Incentive Fee calculations of prior years. The $9,302,185 cumulative effect of
the change on prior years is included in income of the year ended
June 30, 2000. The effect of the change on the year ended June 30, 2000, was
to increase income before cumulative effect of a change in accounting principle
by $696,695 ($14.42 per share).

The pro forma amounts presented with the results of operations for the year
ended June 30, 2000, reflect the effect of retroactive application of the
Incentive Fee had the provision for Incentive Fee been made during prior years.