UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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 September 30, 2004
                               ------------------

                                       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 33-94322

                             WINFIELD CAPITAL CORP.

Incorporated in the                               IRS Employer Identification
State of New York                                 Number  13-2704241
                                                          ----------

                              237 Mamaroneck Avenue
                          White Plains, New York 10605
                                 (914) 949-2600

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.

                             Yes  X      No
                                -----      -----

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12-6-2 of the Exchange Act).

                             Yes         No  X
                                -----      -----

Registrant had 5,346,084 shares of common stock outstanding as of November 11,
2004.

================================================================================

                        This report consists of 25 pages

<PAGE>

                           Form 10-Q Quarterly Report


                                      INDEX

                                                                        Page No.
                                                                        --------

                         PART I - FINANCIAL INFORMATION

Item 1. Condensed Statements of Operations - Six and
           three Months ended September 30, 2004 and 2003                    3-4

        Condensed Balance Sheets - as of September 30, 2004
           and March 31, 2004                                                5-6

        Condensed Statements of Cash Flows - Six Months Ended
           September 30, 2004 and 2003                                         7

        Notes to Condensed Financial Statements                             8-11

Item 2. Management's Discussion and Analysis of Financial
           Condition and Results of Operations                             12-16

Item 3. Quantitative and Qualitative Disclosures About Market Risk            17

Item 4. Controls and Procedures                                               18

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                     19

Item 2. Changes in Securities and Use of Proceeds                             19

Item 3. Defaults Upon Senior Securities                                       19

Item 4. Submission of Matters to a Vote of Security Holders                   19

Item 5. Other Information                                                     19

Item 6. Exhibits and Reports on Form 8-K                                   20-21

CERTIFICATIONS

Exhibit 31.1 - Section 302                                                 22-23

Exhibit 31.2 - Section 302                                                 23-24

Exhibit 32.1 - Section 906                                                    24

Exhibit 32.2 - Section 906                                                    25

<PAGE>

Item 1.

                             WINFIELD CAPITAL CORP.
                       CONDENSED STATEMENTS OF OPERATIONS
                       ==================================
                                   (unaudited)

<TABLE>
<CAPTION>
                                                               Six Months Ended
                                                                 September 30,
                                                             2004             2003
                                                         ------------     ------------
<S>                                                      <C>              <C>
Investment income
  Interest from small business concerns                  $    613,769     $    699,619
  Interest from invested idle funds                            26,497           47,281
  Other income                                                     --            4,851
                                                         ------------     ------------

      Total investment income                                 640,266          751,751
                                                         ------------     ------------

Expenses
  Interest                                                    679,667          921,089
  Payroll and payroll-related expenses                        279,050          303,642
  General and administrative expenses                         135,668          168,820
  Other operating expenses                                    185,234          179,414
                                                         ------------     ------------

      Total investment expenses                             1,279,619        1,572,965
                                                         ------------     ------------

      Investment loss - net                                  (639,353)        (821,214)

Realized gain (loss) on investments                           789,439          (35,877)
Change in unrealized depreciation of
  investments                                                (592,449)       1,310,036
                                                         ------------     ------------

      Net (decrease) increase in shareholders'
         equity resulting from operations                ($   442,363)    $    452,945
                                                         ============     ============

Per share net (decrease) increase in
  Shareholders' equity resulting from operations

Basic                                                    ($      0.08)    $       0.08
                                                         ============     ============

Diluted                                                  ($      0.08)    $       0.08
                                                         ============     ============
</TABLE>

The accompanying notes are an integral part of these condensed financial
statements.


                                      -3-
<PAGE>

                             WINFIELD CAPITAL CORP.
                       CONDENSED STATEMENTS OF OPERATIONS
                       ==================================
                                   (unaudited)


                                                         Three Months Ended
                                                           September 30,
                                                        2004            2003
                                                    -----------     -----------
Investment income
  Interest from small business concerns             $   250,978     $   356,442
  Interest from invested idle funds                      16,021          23,956
  Other income                                               --           2,226
                                                    -----------     -----------

         Total investment income                        266,999         382,624
                                                    -----------     -----------

Expenses
  Interest                                              318,219         482,134
  Payroll and payroll-related expenses                  137,973         151,212
  General and administrative expenses                    70,595          74,260
  Other operating expenses                               84,451          96,106
                                                    -----------     -----------

         Total investment expenses                      611,238         803,712
                                                    -----------     -----------

         Investment loss - net                         (344,239)       (421,088)

Realized gain (loss) on investments                     475,226        (126,914)
Change in unrealized depreciation of
  investments                                           (25,850)        824,189
                                                    -----------     -----------

         Net increase in shareholders'
            equity resulting from operations        $   105,137     $   276,187
                                                    ===========     ===========

Per share net increase in shareholders'
  equity resulting from operations

Basic                                               $      0.02     $      0.05
                                                    ===========     ===========

Diluted                                             $      0.02     $      0.05
                                                    ===========     ===========


The accompanying notes are an integral part of these condensed financial
statements.


                                      -4-
<PAGE>

                             WINFIELD CAPITAL CORP.
                            CONDENSED BALANCE SHEETS
                            ========================



                                     ASSETS
                                     ------

                                              September 30,     March 31,
                                                   2004           2004
                                               -----------    -----------
                                               (unaudited)
Investments at value:
  Loans and notes receivable                   $ 2,308,170    $ 8,483,825
  Equity interests in small business
    concerns                                     7,518,192      9,817,227
                                               -----------    -----------

         Total investments                       9,826,362     18,301,052

Cash and cash equivalents                          916,501      5,473,063
Due from broker                                    217,557             --
Accrued interest receivable                         62,720         62,070
Furniture and equipment (net of
  accumulated depreciation of
  $49,740 at September 30, 2004
  and $47,316 at March 31, 2004)                     8,664         11,088

Other assets                                        16,994         71,406
                                               -----------    -----------

         Total assets                          $11,048,798    $23,918,679
                                               ===========    ===========


The accompanying notes are an integral part of these condensed financial
statements.


                                      -5-
<PAGE>

                             WINFIELD CAPITAL CORP.
                            CONDENSED BALANCE SHEETS
                            ========================





                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------

<TABLE>
<CAPTION>
                                                        September 30,      March 31,
                                                            2004             2004
                                                        ------------     ------------
                                                        (unaudited)
<S>                                                     <C>              <C>
Liabilities
    Debentures payable to the U.S. Small
    Business Administration                             $  8,778,779     $ 19,536,660
    Deferred income                                               --          101,922
    Accrued expenses                                          84,638        1,652,353
                                                        ------------     ------------

                  Total liabilities                        8,863,417       21,290,935
                                                        ------------     ------------

Commitments and contingencies

Shareholders' equity
    Preferred stock - $.001 par value;
        Authorized 1,000,000 shares
        Issued and outstanding - none
    Common stock - $.01 par value;
        Authorized - 30,000,000 shares;
        Issued and outstanding - 5,346,084
        shares at September 30, 2004 and
        at March 31, 2004                                     53,461           53,461
    Additional paid-in capital                            18,391,954       18,391,954
    Accumulated deficit                                   (2,752,467)      (2,902,553)
    Unrealized depreciation on investments - Net         (13,507,567)     (12,915,118)
                                                        ------------     ------------

                  Total shareholders' equity               2,185,381        2,627,744
                                                        ------------     ------------

                  Total liabilities and
                    Shareholders' equity                $ 11,048,798     $ 23,918,679
                                                        ============     ============
</TABLE>

The accompanying notes are an integral part of these condensed financial
statements.


                                      -6-
<PAGE>


                             WINFIELD CAPITAL CORP.
                       CONDENSED STATEMENTS OF CASH FLOWS
                       ==================================
                                   (unaudited)

<TABLE>
<CAPTION>
                                                             Six Months Ended
                                                      September 30,    September 30,
                                                          2004              2003
                                                      ------------     ------------
<S>                                                   <C>              <C>
Cash flows from operating activities
    Net (decrease) increase in shareholders'
      equity resulting from operations                ($   442,363)    $    452,945
    Adjustments to reconcile net (decrease)
      increase in shareholders' equity
      resulting from operations to net cash
      (used in) operating activities
    Amortization of deferred income                       (101,922)         (13,590)
    Change in unrealized depreciation
      on investments                                       592,449       (1,310,036)
    Realized (gain) loss on investments                   (789,439)          36,689
    Depreciation and amortization                            2,424            2,554
    Accretion of interest to face value
      of notes                                            (114,078)        (199,646)
    Changes in assets and liabilities
      Due from broker                                           --         (122,878)
      Accrued interest receivable                             (650)          12,703
      Other assets                                          54,412           83,391
      Accrued expenses                                  (1,567,715)         784,837
                                                      ------------     ------------

Net cash (used in) operating activities                 (2,366,882)        (273,031)
                                                      ------------     ------------

Cash flows from investing activities
    Proceeds from short-term marketable
      securities                                                --        1,650,000
    Proceeds from sale of investments/return
      of capital                                         8,622,121          512,693
    Investments originated                                 (54,949)         (19,924)
    Proceeds from collection of loans                        1,029          394,478
                                                      ------------     ------------

         Net cash provided by investing
            activities                                   8,568,201        2,537,247
                                                      ------------     ------------

Cash flows from financing activities
    Repayment of debentures payable to the
      U.S. Small Business Administration               (10,757,881)      (3,300,000)
                                                      ------------     ------------

Net cash (used in) financing activities                (10,757,881)      (3,300,000)
                                                      ------------     ------------

Decrease in cash and cash equivalents                   (4,556,562)      (1,035,784)

Cash and cash equivalents - beginning
    of period                                            5,473,063        4,396,206
                                                      ------------     ------------

Cash and cash equivalents - end of period             $    916,501     $  3,360,422
                                                      ============     ============
</TABLE>

The accompanying notes are an integral part of these condensed financial
statements.


                                      -7-
<PAGE>

                             WINFIELD CAPITAL CORP.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     =======================================


Note - 1    Interim Financial Statements

            The interim financial statements of Winfield Capital Corp. (the
            "Company") have been prepared in accordance with the instructions to
            Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
            include all information and disclosures necessary for a presentation
            of the Company's financial position, results of operations and cash
            flows in conformity with generally accepted accounting principles in
            the United States of America. In the opinion of management, these
            financial statements reflect all adjustments, consisting only of
            normal recurring accruals, necessary for a fair presentation of the
            Company's financial position, results of operations and cash flows
            for such periods. The results of operations for any interim period
            are not necessarily indicative of the results for the full year.
            These financial statements should be read in conjunction with the
            financial statements and notes thereto contained in the Company's
            Annual Report on Form 10-K for the fiscal year ended March 31, 2004.


Note - 2    (Loss) Income per Common Share:

            The computation of basic and diluted (loss) income per common share
            is as follows:

                                                           Six Months Ended
                                                             September 30,
                                                       ------------------------
                                                          2004          2003
                                                       ----------    ----------
            Net (loss) income available for
              common stock equivalent shares
              deemed to have a dilutive effect         ($ 442,363)   $  452,945
                                                       ==========    ==========
            Income (loss) per common share
              Basic                                    ($    0.08)   $     0.08
                                                       ==========    ==========
              Diluted                                  ($    0.08)   $     0.08
                                                       ==========    ==========
            Shares used in computation:
              Basic:
                 Weighted average common shares         5,346,084     5,346,084
                                                       ==========    ==========
              Diluted:
                 Weighted average common shares         5,346,084     5,346,084
                 Common stock equivalents                   A             A
                                                       ----------    ----------

                                                        5,346,084     5,346,084
                                                       ==========    ==========

(A)  For the six months ended September 30, 2004 and September 30, 2003 the
     effect of exercising the outstanding stock options would have been
     anti-dilutive and therefore, the use of common stock equivalent shares was
     not considered.


                                      -8-
<PAGE>

                             WINFIELD CAPITAL CORP.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     =======================================


Note - 2    (Loss) Income per Common Share: (Cont'd)

            The computation of basic and diluted (loss) income per common share
            is as follows:

                                                         Three Months Ended
                                                            September 30,
                                                      ------------------------
                                                          2004           2003
                                                      -----------    -----------
            Net income available for
              common stock equivalent shares
              deemed to have a dilutive effect        $   105,137    $   276,187
                                                      ===========    ===========
            Income per common share
              Basic                                   $      0.02    $      0.05
                                                      ===========    ===========
              Diluted                                 $      0.02    $      0.05
                                                      ===========    ===========
            Shares used in computation:
              Basic:
                  Weighted average common shares        5,346,084      5,346,084
                                                      ===========    ===========
              Diluted:
                  Weighted average common shares        5,346,084      5,346,084
                  Common stock equivalents                  B              B
                                                      -----------    -----------

                                                        5,346,084      5,346,084
                                                      ===========    ===========

(B)  For the three months ended September 30, 2004 and September 30, 2003 the
     effect of exercising the outstanding stock options would have been
     anti-dilutive and therefore, the use of common stock equivalent shares was
     not considered.


Note - 3    Income Taxes

            In accordance with Subchapter M of the Internal Revenue Code, no
            provision for income taxes is necessary with respect to net
            investment income and/or net realized short-term capital gains since
            the Company has elected to distribute not less than 90% of such
            income and/or gains to shareholders. However, to the extent the
            Company elects to either retain net realized long-term capital gains
            or net realized short-term capital gains, the Company will pay all
            applicable Federal income taxes on behalf of its shareholders.


                                      -9-
<PAGE>


                             WINFIELD CAPITAL CORP.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     =======================================


Note - 4    Commitments and Contingencies

            According to the U.S. Small Business Administration (the "SBA")
            Regulations, the Company is required to be in compliance with the
            capital impairment rules, as defined by regulation 107.1830 of the
            SBA Regulations. The Company was notified by the SBA on April 30,
            2003 that the Company was no longer in compliance with the SBA's
            capital impairment requirements and that the SBA had accelerated the
            maturity date of the Company's debentures. The aggregate principal,
            interest and fees due under the debentures totaled approximately
            $25.6 million as of April 30, 2003, including interest and fees due
            through the next semi-annual payment date. As a result of subsequent
            repayments by the Company, the aggregate principal, interest and
            fees due under the debentures totaled approximately $8.8 million as
            of September 30, 2004, including interest and fees due through the
            next semi-annual payment date. The SBA has transferred Winfield
            Capital's account to liquidation status where any new investments
            and material expenses are subject to prior SBA approval. Based on
            discussions and meetings that the Company has had with the SBA to
            date, the SBA will not afford the Company the flexibility of a
            self-managed liquidation to repay its indebtedness. As a result, the
            Company anticipates that it will be required to repay all or
            substantially all of the principal and interest owing to the SBA on
            a schedule acceptable to the SBA. No definitive agreement has been
            reached with the SBA and the SBA maintains the ability to pursue any
            remedies they deem appropriate under the law or the instruments
            evidencing the Company's indebtedness, including, without
            limitation, initiating proceedings for the appointment of the SBA or
            its designee as receiver.

            If the SBA were to require the Company to immediately pay back the
            entire indebtedness including accrued interest, certain private
            security investments may need to be disposed of in a forced sale
            that may result in proceeds less than their carrying value at
            September 30, 2004. As such, this impairment could have a material
            adverse effect on the Company's financial position, results of
            operations and cash flows that raises substantial doubt about the
            Company's ability to continue as a going concern. The Company
            continues to explore various strategic alternatives, including a
            third party equity infusion, although there can be no assurance that
            it will be successful in its ability to consummate or implement
            these or any other strategic alternatives.


                                      -10-
<PAGE>


                             WINFIELD CAPITAL CORP.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     =======================================

Note - 5    The Nasdaq Stock Market, Inc.

            On April 11, 2003, the Company received notice from the Nasdaq Stock
            Market, Inc. that effective April 15, 2003 the Company's securities
            were delisted from the Nasdaq Smallcap Market. The Company's
            securities are quoted on the OTC Bulletin Board effective April 15,
            2003 with the assigned symbol "WCAP".


Note - 6    Stock-Based Employee Compensation Plan

            At September 30, 2004, the Company had one stock-based employee
            compensation plan. The Company accounts for the plan under the
            recognition and measurement principles of APB Opinion No. 25,
            Accounting for Stock Issued to Employees, and related
            Interpretations. No stock-based employee compensation cost is
            reflected in net income, as all options granted under this plan had
            an exercise price equal to the market value of the underlying common
            stock on the date of the grant. For the six and three months ended
            September 30, 2004 and 2003, there would be no effect on net income
            and earnings per share if the Company had applied the fair value
            recognition provisions of FASB Statement No. 123, Accounting for
            Stock-Based Compensation, to stock-based employee compensation, as
            no options were granted nor vested during those periods.




                                      -11-
<PAGE>


Item 2.
                             WINFIELD CAPITAL CORP.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                ================================================


Critical Accounting Policies and Estimates
------------------------------------------

The preparation of the unaudited condensed financial statements includes
estimates and assumptions made by management. Management bases its estimates on
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances. Actual differences could differ from these
estimates under different assumptions or conditions. The Company believes there
have been no significant changes during the six month period ended September 30,
2004 to the items disclosed as significant accounting policies in management's
Notes to Financial Statements in the Company's Annual Report on Form 10-K for
the year ended March 31, 2004.


Results of Operations
---------------------

Six Months Ended September 30, 2004 and September 30, 2003
----------------------------------------------------------

Investment Income
-----------------

Investment income decreased by $111,485 to $640,266 for the six month period
ended September 30, 2004 from $751,751 for the same period ended September 30,
2003. This primarily reflected a decrease in interest from small business
concerns of $85,850 as a result of the Company's sale of a loan investment.
Interest from idle funds decreased by $20,784 during this period as a result of
a decrease in idle funds that were invested and other income decreased $4,851.

Interest Expense
----------------

Interest expense decreased by $241,422 to $679,667 for the six months ended
September 30, 2004 from $921,089 for the same period ended September 30, 2003.
This decrease resulted from repayments of debentures to the U.S. Small Business
Administration.

Operating Expenses
------------------

The Company's operating expenses decreased from $651,876 for the six months
ended September 30, 2003 to $599,952 for the six months ended September 30,
2004. Payroll and payroll-related expenses decreased by $24,592 due to the
termination of a clerical employee, insurance expense decreased by $36,205,
directors fees decreased by $39,250, audit fees decreased by $15,687, offset by
an increase of $72,419 in legal expenses. There were net miscellaneous decreases
of $8,609.


                                      -12-
<PAGE>


                             WINFIELD CAPITAL CORP.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                ================================================


Realized Gain (Loss) on Disposition of Investments
--------------------------------------------------

The Company realized a $789,439 gain on the sale of its entire position in three
portfolio companies and a portion of its position in two other portfolio
companies through the second quarter of fiscal 2005. The Company realized a
$35,877 loss on the sales of its entire positions in four portfolio companies
and a portion of its portfolio position in another company, through the second
quarter of fiscal 2004.

Changes in Unrealized Depreciation of Investments
-------------------------------------------------

There was an increase in unrealized depreciation of investments of $592,449 for
the six months ended September 30, 2004 principally related to the decrease in
fair value of two portfolio companies and the decline in market price of one
publicly traded portfolio Company, compared to a decrease in unrealized
depreciation of investments of $1,310,036 (or $1,317,415 excluding short-term
marketable securities) for the six months ended September 30, 2003.


Results of Operations
---------------------

Three Months Ended September 30, 2004 and September 30, 2003
------------------------------------------------------------

Investment Income
-----------------

Investment income decreased by $115,625 to $266,999 for the three month period
ended September 30, 2004 from $382,624 for the same period ended September 30,
2003. This primarily reflected a decrease in interest from small business
concerns of $105,464 as a result of the Company's sale of a loan investment.
Interest from idle funds decreased by $7,935 during this period as a result of a
decrease in idle funds that were invested and other income decreased $2,226.

Interest Expense
----------------

Interest expense decreased by $163,915 to $318,219 for the three months ended
September 30, 2004 from $482,134 for the same period ended September 30, 2003.
This decrease resulted from repayments of debentures to the U.S. Small Business
Administration.


                                      -13-
<PAGE>


                             WINFIELD CAPITAL CORP.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                ================================================


Operating Expenses
------------------

The Company's operating expenses decreased from $321,578 for the three months
ended September 30, 2003 to $293,019 for the three months ended September 30,
2004. Payroll and payroll-related expenses decreased by $13,239 due to the
termination of a clerical employee, insurance expense decreased by $9,782, audit
fees decreased by $10,361, directors fees decreased by $18,500, offset by an
increase in legal fees of $21,721. There were miscellaneous net increases of
$1,602.

Realized Gain (Loss) on Disposition of Investments
--------------------------------------------------

The Company realized a $475,226 gain on the sales of its entire positions in two
portfolio companies and a portion of its position in two other portfolio
companies in the second quarter of fiscal 2005. In the second quarter of fiscal
2004, the Company realized a $126,914 loss on the sales of its entire positions
in three portfolio companies and a portion of its position in another portfolio
company.

Changes in Unrealized Depreciation of Investments
-------------------------------------------------

There was an increase in unrealized depreciation of $25,850 for the three months
ended September 30, 2004 principally related to the decrease in fair value and
market value of two portfolio companies offset by the increase in market price
of one portfolio company, compared to a decrease in unrealized depreciation of
investments of $824,189 (or $832,352 excluding short-term marketable securities)
for the three months ended September 30, 2003.


                                      -14-
<PAGE>


                             WINFIELD CAPITAL CORP.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                ================================================


Liquidity and Capital Resources
-------------------------------

At September 30, 2004, the Company held cash and short-term marketable
securities totaling $916,501.

According to the U.S. Small Business Administration (the "SBA") Regulations, the
Company is required to be in compliance with the capital impairment rules, as
defined by regulation 107.1830 of the SBA Regulations. The Company was notified
by the SBA on April 30, 2003 that the Company was no longer in compliance with
the SBA's capital impairment requirements and that the SBA had accelerated the
maturity date of the Company's debentures. The aggregate principal, interest and
fees due under the debentures totaled approximately $25.6 million as of April
30, 2003, including interest and fees due through the next semi-annual payment
date. As a result of subsequent repayments by the Company, the aggregate
principal, interest and fees due under the debentures totaled approximately $8.8
million as of September 30, 2004, including interest and fees due through the
next semi-annual payment date. The SBA has transferred Winfield Capital's
account to liquidation status where any new investments and material expenses
are subject to prior SBA approval. Based on discussions and meetings that the
Company has had with the SBA to date, the SBA will not afford the Company the
flexibility of a self-managed liquidation to repay its indebtedness. As a
result, the Company anticipates that it will be required to repay all or
substantially all of the principal and interest owing to the SBA on a schedule
acceptable to the SBA. No definitive agreement has been reached with the SBA and
the SBA maintains the ability to pursue any remedies they deem appropriate under
the law or the instruments evidencing the Company's indebtedness, including,
without limitation, initiating proceedings for the appointment of the SBA or its
designee as receiver.

If the SBA were to require the Company to immediately pay back the entire
indebtedness including accrued interest, certain private security investments
may need to be disposed of in a forced sale that may result in proceeds less
than their carrying value at September 30, 2004. As such, this impairment could
have a material adverse effect on the Company's financial position, results of
operations and cash flows that raises substantial doubt about the Company's
ability to continue as a going concern. The Company continues to explore various
strategic alternatives, including a third party equity infusion, although there
can be no assurance that it will be successful in its ability to consummate or
implement these or any other strategic alternatives.


                                      -15-
<PAGE>


                             WINFIELD CAPITAL CORP.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                ================================================


Forward-Looking Statements
--------------------------

This report and accompanying notes to the financial statements may contain
forward-looking statements. For this purpose, any statements contained in this
report and accompanying notes to the financial statements that are not
statements of historical fact may be deemed to be forward-looking statements.
Without limiting the foregoing, words such as "may," "will," "could," "would,"
"should", "expect," "believe," "anticipate," "estimate," "continue," "provided,"
or comparable terminology are intended to identify forward-looking statements.
These statements by their nature involve substantial risks and uncertainties,
and actual results may differ materially depending on a variety of factors. The
Company operates in a changing environment in which new factors can emerge from
time to time. It is not possible for management to predict all of these risks,
nor can it assess the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in
forward-looking statements. All forward-looking statements are subject to risks
and uncertainties, including without limitation those identified in the
Company's Annual Report on Form 10-K, which could cause actual results to differ
from those projected. The Company disclaims any obligation to update any
forward-looking statements.

Reporting on Disposition of Investments
---------------------------------------

From time to time, in the ordinary course of business, the Company may liquidate
all or a portion of its portfolio investments. In this regard, the Company may
sell a portion of a single investment or sell portions of various investments it
has made. The Company's policy is to publicly report the results of such
transactions in its Form 10-K and Form 10-Q Reports filed with the Securities
and Exchange Commission under the Securities Exchange Act and as otherwise
required by applicable regulations and laws.



                                      -16-
<PAGE>


                             WINFIELD CAPITAL CORP.
           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
           ==========================================================


Item 3.

Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------

The Company's earnings and cash flows are subject to fluctuations due to changes
in interest rates primarily from its investment of available cash balances in
bank money market funds with portfolios of investment grade corporate and U.S.
government securities, in individual bank certificates of deposit and U.S.
treasuries. Under its current policies, the Company does not use interest rate
derivative instruments to manage exposure to interest rate changes.

A portion of the Company's investment portfolio consists of fixed-rate debt
securities. Since these debt securities usually have relatively high fixed rates
of interest, minor changes in market yields of publicly-traded debt securities
have little or no effect on the values of debt securities in the Company's
portfolio and no effect on interest income. On the other hand, significant
changes in the market yields of publicly-traded debt securities may have a
material effect on the values of debt securities in the Company's portfolio. The
Company's investments in debt securities are generally held to maturity and
their fair values are determined on the basis of the terms of the debt security
and the financial condition of the issuer. As of September 30, 2004, the Company
had no publicly-traded debt securities in its portfolio.

A portion of the Company's investment portfolio consists of debt and equity
securities of private companies. The Company anticipates little or no effect on
the value of these investments from modest changes in public market equity
valuations. Should significant changes in market valuations of comparable
publicly-owned companies occur, there may be a corresponding effect on
valuations of private companies, which would affect the value and the amount and
timing of proceeds eventually realized from these investments. A portion of the
Company's investment portfolio also consists of restricted common stocks and
warrants to purchase common stocks of publicly-owned companies. The fair values
of these restricted securities are influenced by the nature of applicable resale
restrictions, the underlying earnings and financial condition of the issuer, and
the market valuations of comparable publicly-owned companies. A portion of the
Company's investment portfolio also consists of unrestricted, freely marketable
common stocks of publicly-owned companies. These freely marketable investments
are directly exposed to equity price fluctuations, in that a change in an
issuer's public market equity price would result in an identical change in the
fair value of the Company's investment in such security. The Company may utilize
put and call option contracts to attempt to minimize the market risk of its
investments in publicly-owned companies. As of September 30, 2004, the Company
had no option contracts outstanding as part of its portfolio.


                                      -17-
<PAGE>


                             WINFIELD CAPITAL CORP.
                             CONTROLS AND PROCEDURES
                             =======================


Item 4.

Controls and Procedures
-----------------------

(a)  Evaluation of Disclosure Controls and Procedures
---  ------------------------------------------------

     As of the end of the period covered by this Quarterly Report on Form 10-Q,
     the Company evaluated, under the supervision its chief executive officer
     and chief financial officer, the effectiveness of the design and operation
     of its "disclosure controls and procedures" (as defined in the Securities
     Exchange Act of 1934, Rules 13a-15(e) and 15d-15(e)). Based on that
     evaluation, the Company's management, including its chief executive officer
     and chief financial officer, has concluded that as of the date of the
     evaluation its disclosure controls and procedures are effective to ensure
     that all material information required to be filed in this report has been
     made known to them.

(b)  Changes in Internal Controls over Financial Reporting
---  -----------------------------------------------------

     There have been no changes in the Company's internal controls over
     financial reporting that occurred during the second quarter of the fiscal
     year ending March 31, 2005 that have materially affected, or are reasonably
     likely to materially affect, the Company's internal controls over financial
     reporting.



                                      -18-
<PAGE>


                             WINFIELD CAPITAL CORP.
                           PART II - OTHER INFORMATION
                           ===========================


PART II - OTHER INFORMATION

Item 1.        Legal Proceedings

               None.

Item 2.        Changes in Securities and Use of Proceeds

               None.

Item 3.        Defaults Upon Senior Securities

               None.

Item 4.        Submission of Matters to a Vote of Security Holders

               On September 8, 2004, the Company held its annual meeting of
               shareholders in New York, New York. The holders of 5,174,084
               shares of Common Stock were present or represented by proxy and,
               accordingly, a quorum was present. The following matters were
               voted upon and received the votes set forth.

               1.   All of the following persons nominated were elected as
                    directors and received the number of votes set opposite
                    their respective names.

                                                  VOTES FOR       VOTES WITHHELD
                    Joel I. Barad                 5,095,424           78,660
                    Barry J. Gordon               5,095,424           78,660
                    David Greenberg               5,090,324           83,760
                    Paul A. Perlin                5,090,324           83,760
                    R. Scot Perlin                5,090,324           83,760
                    Allen L. Weingarten           5,095,424           78,660

               2.   The Company's proposal to ratify the appointment of Lazar,
                    Levine & Felix LLP as the Company's independent auditors for
                    the fiscal year ending March 31, 2005 received 5,142,994
                    votes FOR and 27,695 votes AGAINST, with 3,395 ABSENTIONS.

Item 5.        Other Information

               None.


                                      -19-
<PAGE>


                             WINFIELD CAPITAL CORP.
                           PART II - OTHER INFORMATION
                           ===========================


Item 6. - Exhibits and Reports on Form 8-K
------------------------------------------


          a.   Exhibits
               --------

               Exhibit  31.1    Rule 13a-14(a)/15d-14(a) Certification of Chief
                                Executive Officer

               Exhibit  31.2    Rule 13a-14(a)/15d-14(a) Certification of Chief
                                Financial Officer

               Exhibit  32.1    Section 1350 Certification of Chief Executive
                                Officer

               Exhibit  32.2    Section 1350 Certification of Chief Financial
                                Officer

          b.   Reports on Form 8-K
               -------------------

               No reports on Form 8-K were filed during the second quarter of
               the Registrant's fiscal year ending March 31, 2005.



                                      -20-
<PAGE>


                             WINFIELD CAPITAL CORP.
                      PART II - OTHER INFORMATION CONTINUED
                      =====================================


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.


                                            WINFIELD CAPITAL CORP.
                                            (Registrant)


                                            By: /s/ R. Scot Perlin
                                                -----------------------------
                                                    R. Scot Perlin
                                                    Chief Financial Officer



Dated: November 11, 2004




                                      -21-