SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549 
 FORM 10-Q (Mark One) x    QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2001 OR o   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 1-4923 WESTMINSTER
  CAPITAL, INC.(Exact name of registrant as specified in
  its charter)
  Delaware
  95-2157201(State or other jurisdiction of
  (IRS. Employer Identification No.)incorporation or organization)
  9665 Wilshire
  Boulevard, Suite M-10, Beverly Hills, CA
  90212(Address of principal executive office)
  (Zip Code)310 278-1930(Registrant's Telephone Number, Including
  Area Code)(Former name, former address and former
  fiscal year,if changed since last report)
   Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.x Yes   o  No  Indicate the number of shares outstanding of
each of the issuer's classes of common stock, as of the latest practicable date
8,124,607    PART I - FINANCIAL INFORMATION ITEM 1.  FINANCIAL
STATEMENTS WESTMINSTER CAPITAL, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS
OF FINANCIAL CONDITION AS OF
MARCH 31, 2001 (UNAUDITED) AND DECEMBER 31, 2000 (AUDITED) ASSETS
  March
  31, 2001
  December
  31, 2000Cash and cash
  equivalents
  $7,597,000
  $6,227,000Securities
  available-for-sale, at fair value
  14,867,000
  17,330,000Accounts receivable, net
  of reserve of $324,000 in 2001 and $376,000 in 2000
  4,549,000
  4,305,000Loans receivable, net
  5,416,000
  5,224,000Investment in limited
  partnerships that invest in securities
  2,166,000
  1,899,000Other investments
  490,000
  490,000Accrued interest receivable
  346,000
  381,000Income tax receivable
  453,000
  780,000Inventories
  496,000
  462,000Property and
  equipment, net
  5,649,000
  5,763,000Goodwill, net
  9,363,000
  9,513,000Other assets
  873,000
  845,000Total Assets
  $52,265,000
  $53,219,000LIABILITIES AND SHAREHOLDERS
  EQUITYLIABILITIES:Accounts payable
  $1,737,000
  $2,264,000Accrued expenses
  1,179,000
  1,404,000Due to sellers
  -
  510,000Other borrowings
  3,880,000
  4,262,000Deferred income taxes
  2,167,000
  1,831,000Minority interests
  1,140,000
  1,091,000Total Liabilities
  10,103,000
  11,362,000SHAREHOLDERS EQUITY:Common stock, $1 par
  value: 30,000,000 shares authorized: 
  8,125,000 shares issued and outstanding in 2001 and 2000
  8,125,000
  8,125,000Capital in excess of
  par value
  56,223,000
  56,223,000Accumulated deficit
  (22,191,000)
  (22,684,000)Accumulated other
  comprehensive income
  5,000
  193,000Total Shareholders Equity
  42,162,000
  41,857,000Total Liabilities and
  Shareholders Equity
  $52,265,000
  $53,219,000 See accompanying notes to consolidated
financial statements.  WESTMINSTER CAPITAL, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) THREE
  MONTHS
  THREE
  MONTHSENDED
  ENDEDMARCH
  31, 2001
  MARCH
  31, 2000REVENUES:Sales to packaging
  customers
  $2,955,000
  $2,807,000Equipment
  rental and sales
  2,429,000
  2,275,000Group purchasing
  revenues
  370,000
  302,000Finance and secured
  lending revenues
  843,000
  1,266,000Total Revenues
  6,597,000
  6,650,000COSTS
  AND EXPENSES:Cost of sales -
  packaging
  1,796,000
  1,660,000Cost of sales -
  equipment rental and sale
  1,585,000
  1,007,000Selling, general and
  administrative
  2,180,000
  3,014,000Depreciation and
  amortization
  469,000
  438,000Interest expense
  94,000
  22,000Total Costs and
  Expenses
  6,124,000
  6,141,000INCOME BEFORE INCOME
  TAXES AND MINORITY INTERESTS
  473,000
  509,000INCOME TAX PROVISION
  (248,000)
  (304,000)MINORITY INTERESTS,
  NET
  (49,000)
  (83,000)INCOME FROM CONTINUING
  OPERATIONS BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE
  176,000
  122,000DISCONTINUED
  OPERATIONS
  -
  693,000INCOME BEFORE
  CUMULATIVE EFFECT OF ACCOUNTING CHANGE
  176,000
  815,000CUMULATIVE EFFECT OF
  ACCOUNTING CHANGE NET OF INCOME TAXES
  317,000
  -NET INCOME
  $493,000
  $815,000 See accompanying notes to consolidated
financial statements.  WESTMINSTER CAPITAL, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) THREE
  MONTHS
  THREE
  MONTHSENDED
  ENDEDMARCH
  31, 2001
  MARCH
  31, 2000CASH FLOWS FROM OPERATING ACTIVITIES:Net income from
  continuing operations
  $493,000
  $122,000Cumulative effect of
  accounting change
  (530,000)
  -Adjustments to
  reconcile net income to net cash provided (used in) operating activities:Provisions for loan losses (recoveries) and
  doubtful receivables, net
  (52,000)
  -Depreciation,
  amortization, and accretion, net
  576,000
  438,000Loss on sales of
  securities available-for-sale
  1,000
  3,000Gain on sale of other
  investments
  -
  (450,000)Appreciation of
  derivative instruments
  (99,000)
  -Disposal of rental
  equipment
  45,000
  -Net change in deferred
  income taxes
  472,000
  -Unrealized gains on
  limited partnerships that invest in securities
  (267,000)
  (246,000)Gain from equity and
  other investments
  (8,000)
  (67,000)Change in assets and liabilities, net of
  effects from acquisitions of subsidiaries:Increase in accounts receivable
  (192,000)
  (577,000)Decrease in accrued interest receivable
  35,000
  57,000Net change in current income taxes
  327,000
  (102,000)Increase in other assets
  (20,000)
  (105,000)Increase in inventories
  (34,000)
  (139,000)(Decrease) increase in accounts payable
  (527,000)
  367,000(Decrease) increase in accrued expenses
  (225,000)
  161,000Net change in minority interests
  49,000
  30,000Net cash provided by (used
  in) operating activities
  44,000
  (508,000)CASH FLOWS FROM INVESTING
  ACTIVITIES:Purchase of securities
  (29,308,000)
  (2,170,000)Proceeds from sales
  and maturities of securities
  32,075,000
  2,764,000Loan originations
  (250,000)
  -Principal collected on
  loan receivables
  58,000
  -Proceeds from
  liquidation of limited partnership interest
  -
  125,000Proceeds from
  liquidation of other investments
  -
  750,000Purchases of property
  and equipment
  (357,000)
  (1,064,000)Net cash provided by
  investing activities
  2,218,000
  405,000CASH FLOWS FROM FINANCING
  ACTIVITIES:Seller financing
  repayments
  (510,000)
  (1,749,000)Repayment of
  installment debt and capital lease obligations
  (382,000)
  (28,000)Net cash used in financing activities
  (892,000)
  (1,777,000)Net cash provided by (used
  in) continuing operations
  1,370,000
  (1,880,000)Net cash provided by
  discontinued operations
  -
  957,000Net change in cash and cash
  equivalents
  1,370,000
  (923,000)Cash and cash equivalents,
  beginning of period
  6,227,000
  1,406,000Cash and cash equivalents,
  end of period
  $7,597,000
  $483,000 See accompanying notes to consolidated
financial statements.  WESTMINSTER CAPITAL, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS
OF COMPREHENSIVE INCOME (UNAUDITED) THREE
  MONTHS
  THREE
  MONTHSENDED
  ENDEDMARCH
  31, 2001
  MARCH
  31, 2000Net
  income
  $493,000
  $815,000Other
  comprehensive income, net of tax:Unrealized gains on securities:Unrealized holding (losses) gains
  arising during period, net
  (11,000)
  85,000Less: reclassification adjustment for
  gains included in net income, net
  (177,000)
  (1,000)Other
  comprehensive (loss) income
  (188,000)
  84,000Comprehensive
  income
  $305,000
  $899,000 See accompanying notes to consolidated
financial statements.  WESTMINSTER CAPITAL, INC. 
AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS MARCH 31, 2001 1.BASIS OF PRESENTATION AND CUMULATIVE ACCOUNTING CHANGE In
the opinion of Westminster Capital, Inc. and consolidated entities (the
"Corporation"), the accompanying unaudited consolidated financial
statements, prepared from the Corporation's books and records, contain all
adjustments (consisting of only normal recurring accruals) necessary for a fair
presentation of the Corporation's financial condition as of March 31, 2001 and
December 31, 2000, and the results of operations, statements of cash flows and
statements of comprehensive income for the periods ended March 31, 2001 and
2000. The
consolidated financial statements include the accounts of Westminster Capital,
Inc. and its subsidiaries including a 100% interest in Westland Associates,
Inc. (Westland), an 80% interest in One Source Industries, LLC (One
Source), a 70% interest in Physician Advantage, LLC (Physician Advantage)
and a 68% interest in Logic Technology Group, Inc., dba Matrix Visual Solutions
(Matrix). The
sale of Global Telecommunications on January 31, 2000 is reflected as a discontinued
operation in these consolidated financial statements. The
accompanying unaudited consolidated financial statements have been prepared in
accordance with the instructions to Form 10-Q and, therefore, do not include
all information and footnotes necessary to present the financial position,
results of operations, statements of cash flows and statements of comprehensive
income in conformity with accounting principles generally accepted in the
United States of America.  The material
set forth below under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations" is written with the
presumption that the users of the interim financial statements have read or
have access to the most recent report on Form 10-K for the year ended December
31, 2000, which contains the latest audited consolidated financial statements
and notes thereto, together with Management's Discussion and Analysis of
Financial Condition and Results of Operations as of December 31, 2000 and for
the year then ended. Statement
of Financial Accounting Standards 
(SFAS) No. 133, Accounting for
Derivative Instruments and Hedging Activities,is effective for all
fiscal years beginning after June 15, 2000. 
SFAS 133, as amended, establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts and for hedging activities. 
Under SFAS 133, certain contracts that were not formerly considered derivatives
may now meet the definition of a derivative. The
Corporation has adopted SFAS 133 effective
January 1, 2001.  The
Corporation may receive or invest in warrants in connection with its various
finance and secured lending activities. 
The adoption of SFAS 133 has resulted in a $317,000 cumulative effect
transition adjustment to net income relating to warrants held at December 31,
2000, which qualify as derivatives.  The
cumulative effect transition adjustment net of income tax is shown as a
cumulative effect accounting change in the Statement of Operations and was
determined using the Black Scholes pricing model.  The computed fair value of these warrants using this valuation
methodology results in an appreciation that is $165,000 greater than the intrinsic
value of the underlying common stock represented by these warrants, net of the
exercise price.  Prior to January 1,
2001, appreciation of these warrants was included in other comprehensive
income.Appreciation
on these warrants since January 1, 2001 of $99,000 is recognized in the
Statement of Operations under Finance and secured lending revenues.2.SECURITIES AVAILABLE-FOR-SALE

Securities
available-for-sale are carried at estimated fair value.  The amortized cost and estimated fair value
of securities available for sale at March 31, 2001 and December 31, 2000 are as
follows (in thousands):Gross
  GrossUnrealized
  Unrealized
  EstimatedAmortized
  Cost
  Gains
  Losses
  Fair
  ValueMarch 31, 2001:U.S. Treasury and
  Agency Securities
  $14,216
  $2
  $-
  $14,218Equity and Other Debt
  Securities
  629
  20
  -
  649Total
  $14,845
  $22
  $-
  $14,867December 31, 2000:U.S. Treasury and
  Agency Securities
  $16,983
  $24
  $-
  $17,007Equity and Other Debt
  Securities
  -
  323
  -
  323Total
  $16,983
  $347
  $-
  $17,330Maturities
of U.S. Treasury and Agency Securities were as follows at March 31, 2001(in
thousands):

Amortized
  FairCost
  ValueDue within one year
  $14,216
  $14,218Due after one year
  through five years
  -
  -$14,216
  $14,218Gross
unrealized gains include the value ascribed to warrants, which have a readily
determinable value, whether detached or attached to securities.3.LOANS RECEIVABLE

The
Corporations loans receivable outstanding at March 31, 2001 and December 31,
2000 were comprised of the following (in thousands):March
  31, 2001
  December
  31, 2000Loans, net of loan fees, secured
  by trust deeds or mortgages
  $5,166
  $5,224Loans secured by other collateral
  250
  -Total
  $5,416
  $5,2244.GOODWILL

The
Corporations investments in operating businesses include purchased goodwill
recorded as follows (in thousands):Accumulated
  Amortization
  NetPurchased
  Amortization
  for
  3 months
  UnamortizedGoodwill
  At
  1/1/01
  ended
  3/31/01
  cost
  at 3/31/01March 31, 2001:One Source Industries
  $5,825
  $(509)
  $(75)
  $5,241Matrix Visual Solutions
  3,411
  (189)
  (42)
  3,180Westland Associates
  888
  (277)
  (22)
  589Touch Controls
  456
  (92)
  (11)
  353Total
  $10,580
  $(1,067)
  $(150)
  $9,363

Accumulated
  Amortization
  NetPurchased
  Amortization
  for
  12 months
  UnamortizedGoodwill
  at
  1/1/00
  Ended
  12/31/00
  cost
  at 12/31/00December 31, 2000One Source Industries
  $5,825
  $(240)
  $(269)
  $5,316Matrix Visual Solutions
  3,411
  (18)
  (171)
  3,222Physician Advantage
  1,577
  (99)
  (1,478)
  Westland Associates
  888
  (188)
  (89)
  611Touch Controls
  456
  (46)
  (46)
  364Total
  $12,157
  $(591)
  $(2,053)
  $9,513

5.OTHER BORROWINGS

Other
borrowings include bank credit facilities comprised of a term loan and two
revolving lines of credit. The term loan is in the principal amount of $750,000
and requires monthly principal and interest payments amortizing over a
five-year term beginning April 2000. The outstanding principal balance at March
31, 2001 was $562,500.The
revolving line of credit for working capital purposes in the nominal principal
amount of $750,000 has a maturity date of March 2004 and requires monthly
payments of interest only.  At March 31,
2001 the outstanding principal balance was $470,000.The
revolving line of credit for equipment purchases in the nominal amount of
$2,200,000 has a maturity of April 2005, and requires monthly payments of
interest only through March 2001, and thereafter amortizes in 48 equal monthly
payments of principal plus accrued interest. At March 31, 2001, the outstanding
principal balance on the equipment line of credit was $2,200,000.Each
loan is secured by Matrix assets and bears interest at the banks prime rate
(8.00% at March 31, 2001).In
addition to Matrix bank lines of $3,232,500, other borrowings are comprised of
various capitalized leases and other installment debt of $647,500.The
Matrix credit facilities require compliance with three covenants.  Matrix was not in compliance with two of
these covenants at March 31, 2001, which non-compliance has been waived by the
bank until June 30, 2001.6.SUPPLEMENTAL CASH FLOW INFORMATION

Three
  months ended
  Three
  months endedMarch
  31, 2001
  March
  31, 2000Supplemental schedule of cash flow
  information:Interest paid
  $94,000
  $22,000Income taxes paid
  $22,000
  $867,000Supplemental schedule
  of non-cash investing and financing activities:Tax effect of
  unrealized gains on securities available-for-sale
  $(7,000)
  $61,000

7.SEGMENT INFORMATION

Revenues,
gross profit and other financial data for continuing operations of the
Corporations industry segments for the quarters ended March 31, 2001 and 2000
are set forth below.  All revenues are
earned in the United States of America (dollars in thousands).Point-of-
  
  
  
  Totalpurchase
  Equipment
  Group
  Finance and
  Reportabledisplay and
  rental and
  purchasing
  secured
  Segmentpackaging
  sales
  services
  lending
  Totals2001Revenues
  $2,955
  $2,429
  $370
  $843
  $6,597Gross
  profit
  1,159
  844
  370
  843
  3,216Selling,
  general and administrative
  734
  483
  385
  578
  2,180Depreciation,
  amortization, accretion, net (1)
  112
  301
  41
  15
  469Interest
  expense
  14
  77
  3
  -
  94Income
  (loss) before income taxes  (2)
  299
  (17)
  (59)
  250
  473Total assets
  9,058
  10,005
  1,567
  31,635
  52,2652000Revenues
  $2,807
  $2,275
  $302
  $1,266
  $6,650Gross
  profit
  1,147
  1,268
  302
  1,266
  3,983Selling,
  general and administrative
  764
  840
  787
  623
  3,014Depreciation,
  amortization, accretion, net (1)
  102
  231
  84
  21
  438Interest
  expense
  5
  13
  4
  -
  22Income
  (loss) before income taxes  (2)
  276
  184
  (573)
  622
  509Total
  assets
  8,772
  4,969
  3,096
  33,826
  50,663(1) Excludes depreciation and amortization charges
to cost of sales.
(2) Income (loss) before taxes represents
income before taxes and minority interests.8.NET INCOME PER COMMON SHARE

Net
income per common share is computed in accordance with Statement of Financial
Accounting Standards No. 128, Earnings Per Share, and is calculated on
the basis of the weighted average number of common shares outstanding during
each period plus the additional dilutive effect of common stock
equivalents.  The dilutive effect of
outstanding stock options is calculated using the treasury stock method.  Diluted earnings per common share exclude
incremental shares related to employee stock options due to their antidilutive
effect for the current quarter ended March 31, 2001.

Three
  months ended
  Three
  months endedMarch
  31, 2001
  March
  31, 2000Net Income Per Common
  Share:Basic:Income from continuing operations
  before cumulative effect of accounting change
  $.02
  $.02Cumulative effect of accounting change
  .04
  -Income from discontinued operations
  -
  .08Net income
  $.06
  $.10Diluted:Income from continuing operations
  before cumulative effect of accounting change
  $.02
  $.02Cumulative effect of accounting change
  .04
  -Income from discontinued operations
  -
  .08Net income
  $.06
  $.10Weighted Average Shares Outstanding:Basic
  8,125,000
  7,835,000Diluted
  8,125,000
  7,950,000ITEM  2.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

This
report contains forward-looking statements regarding various aspects of the
Corporation's business and affairs, including statements about the adequacy of
collateral for loans in default and the future cash needs of the Corporation.  The words "expect,"
estimate," "believe" and similar expressions and variations are
intended to identify forward-looking statements.  These forward-looking statements involve substantial risks and
uncertainties.  The actual results could
differ materially from those discussed in the forward-looking statements.  Statements about future earnings and
revenues and the adequacy of cash resources for future needs are uncertain
because of the unpredictability of future events affecting such
statements.  Statements about the
adequacy of real estate collateral involve predictions as to what a buyer will
be willing to pay for the property in the future, which cannot be known with
certainty.  Readers are cautioned not to
put undue reliance on such forward-looking statements.  The Corporation undertakes no obligation to
publicly revise these forward-looking statements to reflect events or
circumstances that arise after the date hereof.

RESULTS OF OPERATIONS

For
the Three Months Ended March 31, 2001 and 2000

Revenues

Our
revenues decreased by $53,000 or 1% from $6,650,000 for the quarter ended March
31, 2000 to $6,597,000 for the quarter ended March 31, 2001. Revenues decreased
due to reduced revenues of $423,000 from the finance and secured lending
segment, offset by increases in revenues from other business segments as
follows:

   Sales to packaging customers increased by
$148,000.
   Equipment rental and sales revenues
increased by $154,000.
   Group purchasing revenues increased by
$68,000.Revenues
of One Source, reported under Sales to packaging customers in the
Consolidated Statements of Operations, were $2,955,000 during the quarter ended
March 31, 2001, compared to $2,807,000 during the quarter ended March 31,
2000.  Revenues increased by $148,000 or
5% due to increased sales of display packaging to consumer product
manufacturers.

Revenues
of Matrix, reported under Equipment rental and sales in the Consolidated
Statements of Operations were $2,429,000 during the quarter ended March 31,
2001, compared to $2,275,000 during the quarter ended March 31, 2000.  Revenues increased by $154,000 or 7%
reflecting the growth in the business due to expanded sales efforts, including
increased sales staff and the expansion of newly established staging and trade
show product lines.

Revenues
of Westland represented by gross sales less cost of sales, reported on a net
basis under Group purchasing revenues in the Consolidated Statements of
Operations, were $237,000 in 2001 compared to $227,000 in 2000.  Revenues increased by 4% due to expanded
product offerings from new and existing vendor relationships.

Revenues
of Physician Advantage, reported under Group purchasing revenues in the
Consolidated Statements of Operations, were $133,000 in 2001 compared to
$75,000 in 2000.  Revenues increased by
$58,000 due to increased sales to physicians resulting in increased commissions
earned from third party distributors.

Finance
and secured lending revenues were $843,000 for the quarter ended March 31, 2001
compared to $1,266,000 for the quarter ended March 31, 2000. The net decline in
finance and secured lending revenues of $423,000 is attributable to the
following:


  During
  the quarter ended March 31, 2000, we recorded a gain of $450,000 from the
  sale of an equity investment with no such gain in the current quarter.
  The
  gain on our equity interest in Touch Controls was $8,000 in the quarter ended
  March 31, 2001, compared to a gain of $67,000 in the quarter ended March 31,
  2000.
  Interest
  on loans was $181,000 lower in the current quarter.Significant
countervailing impacts to the net decline in finance and secured lending
revenues in the current quarter were:


  The
  recording of a gain of $99,000 from the appreciation of derivative
  instruments in the current quarter with no such appreciation in the
  corresponding prior year quarter.
  The
  receipt of $154,000 in legal settlement revenues with no such revenues in the
  corresponding prior year quarter.Interest
on loans was $2,000 for the quarter ended March 31, 2001 as compared to $183,000
for the quarter ended March 31, 2000, due mainly to the non-accrual of interest
on a non-performing loan in the current quarter ended March 31, 2000 (see Loans
Receivable and Past Due Loans below). 
Interest on securities available-for-sale and money market funds was
$308,000 during the quarter ended March 31, 2001 as compared to $288,000 during
the quarter ended March 31, 2000.

During
the quarter ended March 31, 2001, we recorded unrealized gains on limited
partnerships that invest in securities of $267,000 compared to unrealized gains
of $246,000 during the quarter ended March 31, 2000.  These limited partnerships invest in equity and debt securities
and we record gains and losses on these investments based upon the equity
method of accounting.  The unrealized
gain for 2000 is net of a permanent impairment write-down of $144,000 on one of
these limited partnership investments.

Gross Profit

Gross
profit generated by One Source was $1,159,000 in 2001, compared to $1,147,000
in 2000.  Cost of sales for this segment
of $1,796,000 for 2001 and $1,660,000 for 2000 is included under the caption
Cost of sales.  The gross profit as a
percentage of revenues decreased from 40.9% to 39.2% compared to 2000, due
mainly to increases in material costs and allocated overhead for both the
clamshell and point-of-purchase product lines.

Gross
profit generated by Matrix was $844,000 in 2001, compared to $1,268,000 in
2000.  Cost of sales for this segment of
$1,585,000 for 2001 and $1,007,000 for 2000 is included under the caption Cost
of sales.  Gross profit is lower in
2001 due to the reclassification of certain expenses to cost of sales in 2001
compared to 2000.

Group
purchasing revenues of $370,000, representing revenues of $237,000 and $133,000
generated by Westland and Physician Advantage, respectively, are net revenues
earned from group purchasing activities, and, as such, represent the gross
profits earned by these entities.

Selling, General and Administrative Expenses

Selling,
general and administrative expenses decreased by $834,000 from $3,014,000 for
the quarter ended March 31, 2000 to $2,180,000 for the quarter ended March 31,
2001.  The decrease reflects reductions
in selling, general and administrative expenses in all business segments.

Selling,
general and administrative expenses for One Source were $734,000 for the
quarter ended March 31, 2001, compared to $764,000 for the quarter ended March
31, 2000.

Selling,
general and administrative expenses for Matrix were $483,000 for the quarter
ended March 31, 2001, compared to $840,000 for the quarter ended March 31,
2000.  The significant reduction in
expenses during the current quarter reflects a reclassification of direct labor
and indirect operating expenses from selling, general and administrative
expenses to cost of sales during the quarter ended March 31, 2001, as compared
to the quarter ended March 31, 2000.

Selling,
general and administrative expenses for the group purchasing segment were
$385,000 for the quarter ended March 31, 2001, compared to $787,000 for the
quarter ended March 31, 2000.  This
significant reduction in expense is attributable to lower payroll and marketing
costs during the current quarter attributable to various cost cutting
initiatives and to web site development costs incurred in the quarter ended
March 31, 2000, which did not recur in the quarter ended March 31, 2001.

Selling,
general and administrative expenses for the finance and secured lending segment
were $578,000 for the quarter ended March 31, 2001, compared to $623,000 for
the quarter ended March 31, 2000.  This
decrease relates mainly to lower legal and business consulting expenses.

Depreciation and Amortization

Depreciation
and amortization increased from $438,000 for the quarter ended March 31, 2000
to $469,000 for the quarter ended March 31, 2001. The increase is attributable
to an increased depreciable base of operating assets, offset by a reduction of
goodwill amortization of $39,000 as a result of a previous permanent impairment
write-down of Physician Advantages goodwill.

Income Tax

An
income tax provision of $248,000 was recorded for 2001.  This provision represents a combined federal
and state effective tax rate of 52%.  In
2000, an income tax provision of $304,000 was recorded, representing a 60%
effective tax rate.  The effective rate
is higher than the statutory tax rate due to permanent tax differences as a
result of non-deductible costs.

Minority Interests

The
minority interests in net income decreased from $83,000 for the quarter ended
March 31, 2000 to $49,000 for the quarter ended March 31, 2001, due mainly to
the lower net income attributable to the minority shareholder of Matrix of
$38,000.

Discontinued Operations

On
January 31, 2000 we sold Global Telecommunications.  In connection with this sale, we recorded a gain on disposal of
$693,000, net of estimated income taxes of $461,000 during the quarter ended
March 31, 2000.

Cumulative Effect of Accounting Change

The
adoption of SFAS 133 has resulted in a $317,000 cumulative effect transition
adjustment to net income relating to warrants held at December 31, 2000, which
qualify as derivatives. The cumulative effect transition adjustment is shown as
a cumulative effect accounting change net of income taxes in the Statement of
Operations.  This appreciation of
warrants held was included in other comprehensive income at December 31, 2000.

Net Income

During
the quarter ended March 31, 2001 we earned net income of $176,000, as compared
to net income of $815,000 for the quarter ended March 31, 2000.  Basic and diluted earnings per share were
$0.06 in 2001 versus $0.10 in 2000. 
Basic and diluted earnings per share from continuing operations before
the cumulative effect of accounting change were $0.02 in 2001 versus $0.02 in
2000.  Basic and diluted earnings per share
from the cumulative effect of accounting change were $0.04.

FINANCIAL CONDITION

Loans Receivable and Past Due Loans

Loan
originations occur as opportunities arise which management believes to be
attractive after considering the proposed term, including yield, duration,
collateral coverage and credit-worthiness of the borrower.

The
Corporations loans receivable were $5,416,000 at March 31, 2001 and $5,224,000
at December 31, 2000.  A loan of
$250,000 was advanced during the quarter ended March 31, 2001. During the
quarter principal repayments of $58,000 were received on a defaulted loan
pursuant to a settlement agreement entered into in September 2000.

We
originated a loan in the amount of $4,218,500 in December 1999, which went into
default in November 2000.  We are
seeking judicial foreclosure of the collateral and intend to vigorously pursue
these proceedings to foreclose on the real property and other collateral and,
if necessary, recover on the guarantee. 
We ceased to accrue interest on this loan as of December 31, 2000.  We expect full recovery of the principal and
accrued interest on this loan.

The
Corporation originates and, from time to time, purchases loans that are secured
by real estate, personal property or other collateral.  In connection with each loan proposal, the
Corporation considers the value and quality of the real estate or other
collateral available to secure the loan compared to the loan amount requested,
the proposed interest rate and repayment terms and the quality of the borrower.
Loan originations occur as opportunities arise which management believes to be
attractive.  As a result, the volume of
loans originated may vary from quarter to quarter, and new loan originations
may not occur in every quarter.

Borrowings

At
March 31, 2001, $3,880,000 was owed under various debt agreements, of which
$3,232,000 represents amounts owed by Matrix under various credit facilities.
Under these credit facilities, Matrix is required to meet three covenants, of
which only one was in compliance at both March 31, 2001 and December 31,
2000.  The bank has waived the
non-compliance of the debt covenants until June 30, 2001.

LIQUIDITY

The
Corporation held cash and cash equivalents of $7,597,000 and U.S. government
and agency securities with a fair value of $14,867,000 at March 31, 2001,
compared to cash and cash equivalents of $6,227,000 and U.S. government and
agency securities with a fair value of $17,330,000 at December 31, 2000.

The
Corporations cash and cash equivalents increased by $1,370,000 during the
quarter ended March 31, 2001. The increase in cash and cash equivalents was due
mainly to a repositioning of the investment portfolio because of the inverted
yield curve that existed toward the end of March 31, 2001.  As such, the Corporation held investments in
commercial paper (a cash equivalent) in the amount of $6,547,000 at March 31,
2001.

The
Corporations sources of cash during the quarter were $2,767,000 from the net
sale of investment securities (proceeds from the sale and maturities of
$32,075,000 net of purchases of $29,308,000), $58,000 in collections on notes
receivable and $44,000 from operations. 
The Corporations uses of cash during the quarter included $510,000 in
seller financing repayments, $357,000 for purchases of property and equipment,
$382,000 in debt repayments and $250,000 in loan originations

The
Corporation intends to pursue the acquisition of one hundred percent or
substantial interests in additional operating businesses.  However, no assurances can be given that the
Corporation will be able to identify attractive opportunities, or if it does,
that it will be able to complete acquisitions on acceptable terms.  As the Corporation acquires interests in
other operating businesses, it intends to liquidate securities
available-for-sale as may be necessary to consummate acquisitions.

In
the opinion of management, the Corporation has sufficient cash and liquid
assets to fund its growth and operating plans for the foreseeable future.

Market Risk

The
Corporation is exposed to certain market risks, which are inherent in the
Corporations financial instruments and arise from transactions entered into in
the normal course of business.  The
Corporation has not entered into and does not enter into derivative financial
instruments for speculative purposes.  A
discussion of the Corporations primary market risk disclosure in financial
instruments is presented below and should be read in conjunction with the
forward-looking statement included herein.

The
Corporation is subject to interest rate risk on its marketable securities
portfolio and loans receivable.  The
marketable securities portfolio matures in less than two years.  The loan receivable portfolio comprises of
short-term fixed rate loans. The Corporation is subject to equity price risk on
its investments in limited partnerships that invest in securities.  At March 31, 2001, these investments
represent less than 5% of total assets.

ITEM  3.           QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

The information required by this item is
incorporated herein by reference to the section entitled Market Risk in
Managements Discussion of Financial Condition and Analysis of Results of
Operations (Part 1, Item 2).

PART II-OTHER INFORMATION

ITEM 6.  EXHIBITS
AND REPORTS ON FORM 8-K

NoneSIGNATURES

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

Dated:  May 15, 2001
  WESTMINSTER
  CAPITAL, INC.(Registrant)By
  /s/  William BelzbergWilliam
  BelzbergChairman
  of the Board ofDirectors
  and ChiefExecutive
  OfficerBy
  /s/  Rui GuimaraisRui GuimaraisChief Financial Officer