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  December 31, 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-b-2 of the Exchange Act).

                               Yes [ ]     No [X]

Registrant had 5,346,084 shares of common stock outstanding as of February 10,
2005.

                        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 - Nine and Three Months
          ended December 31, 2004 and 2003 (unaudited)                    3 - 4

         Condensed Balance Sheets - as of December 31, 2004
          (unaudited) and March 31, 2004                                  5 - 6

         Condensed Statements of Cash Flows - Nine Months Ended
          December 31, 2004 and 2003 (unaudited)                              7

         Notes to Condensed Financial Statements (unaudited)             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     16 - 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

SIGNATURES                                                                   21

Exhibit 31.1 - Section 302 Officer Certification                             22

Exhibit 31.2 - Section 302 Officer Certification                             23

Exhibit 32.1 - Section 906 Officer Certification                             24

Exhibit 32.2 - Section 906 Officer Certification                             25

                                      -2-
<PAGE>

Item 1.
                             WINFIELD CAPITAL CORP.
                       CONDENSED STATEMENTS OF OPERATIONS
                       ----------------------------------
                                   (unaudited)

                                                        Nine Months Ended
                                                           December 31,
                                                    ---------------------------
                                                        2004           2003
                                                    ------------   ------------
Investment income
  Interest from small business concerns             $    685,785   $  1,059,107
  Interest from invested idle funds                       28,414         63,007
  Other income                                                --          7,076
                                                    ------------   ------------

       Total investment income                           714,199      1,129,190
                                                    ------------   ------------
Expenses
  Interest                                               837,497      1,305,449
  Payroll and payroll-related expenses                   422,618        460,347
  General and administrative expenses                    196,788        240,171
  Other operating expenses                               218,554        212,711
                                                    ------------   ------------

       Total investment expenses                       1,675,457      2,218,678
                                                    ------------   ------------

       Investment loss - net                            (961,258)    (1,089,488)

Realized gain on investments                             363,308        107,934
Change in unrealized depreciation
 of investments                                         (389,760)     2,180,230
                                                    ------------   ------------
       Net (decrease) increase in shareholders'
        equity resulting from operations            $   (987,710)  $  1,198,676
                                                    ============   ============
Per share net (decrease) increase in
 shareholders' equity resulting from operations

Basic                                               $      (0.18)  $       0.22
                                                    ============   ============
Diluted                                             $      (0.18)  $       0.22
                                                    ============   ============

                   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
                                                           December 31,
                                                    ---------------------------
                                                        2004           2003
                                                    ------------   ------------
Investment income
  Interest from small business concerns             $     72,016   $    359,488
  Interest from invested idle funds                        1,917         15,726
  Other income                                                --          2,225
                                                    ------------   ------------

       Total investment income                            73,933        377,439
                                                    ------------   ------------
Expenses
  Interest                                               157,830        384,360
  Payroll and payroll-related expenses                   143,568        156,705
  General and administrative expenses                     61,120         71,351
  Other operating expenses                                33,320         33,297
                                                    ------------   ------------

       Total investment expenses                         395,838        645,713
                                                    ------------   ------------

       Investment loss - net                            (321,905)      (268,274)

Realized (loss) gain on investments                     (426,131)       143,811
Change in unrealized depreciation
 of investments                                          582,332        870,194
                                                    ------------   ------------
       Net (decrease) increase in shareholders'
        equity resulting from operations            $   (165,704)  $    745,731
                                                    ============   ============
Per share net (decrease) increase in
 shareholders' equity resulting from operations

Basic                                               $      (0.03)  $       0.14
                                                    ============   ============
Diluted                                             $      (0.03)  $       0.14
                                                    ============   ============

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

                                       -4-
<PAGE>

                             WINFIELD CAPITAL CORP.
                            CONDENSED BALANCE SHEETS
                            ------------------------

                                     ASSETS
                                     ------

                                                    December 31,     March 31,
                                                        2004           2004
                                                    ------------   ------------
                                                     (unaudited)
Investments at value:
  Loans and notes receivable                        $  2,312,053   $  8,483,825
  Equity interests in small business
   concerns                                            7,220,880      9,817,227
                                                    ------------   ------------

       Total investments                               9,532,933     18,301,052

Cash and cash equivalents                                463,650      5,473,063
Accrued interest receivable                               63,579         62,070
Furniture and equipment (net of
 accumulated depreciation of
 $50,952 at December 31, 2004
 and $47,316 at March 31, 2004)                            7,452         11,088

Other assets                                              57,994         71,406
                                                    ------------   ------------

       Total assets                                 $ 10,125,608   $ 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
                      ------------------------------------

                                                    December 31,     March 31,
                                                        2004           2004
                                                    ------------   ------------
                                                    (unaudited)
Liabilities
  Debentures payable to the U.S. Small
   Business Administration                          $  8,438,858   $ 19,536,660
  Deferred income                                             --        101,922
  Accrued expenses                                        46,716      1,652,353
                                                    ------------   ------------

       Total liabilities                               8,485,574     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 December 31, 2004 and
    at March 31, 2004                                     53,461         53,461
 Additional paid-in capital                           18,391,954     18,391,954
 Accumulated deficit                                  (3,500,503)    (2,902,553)
 Unrealized depreciation on investments -
  Net                                                (13,304,878)   (12,915,118)
                                                    ------------   ------------

       Total shareholders' equity                      1,640,034      2,627,744
                                                    ------------   ------------
       Total liabilities and
        shareholders' equity                        $ 10,125,608   $ 23,918,679
                                                    ============   ============


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

                                       -6-
<PAGE>

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


                                                         Nine Months Ended
                                                           December 31,
                                                    ---------------------------
                                                        2004           2003
                                                    ------------   ------------
Cash flows from operating activities
  Net (decrease) increase in shareholders'
   equity resulting from operations                 $   (987,710)  $  1,198,676
  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)       (20,385)
  Change in unrealized depreciation
   on investments                                        389,760     (2,180,230)
  Realized (gain) on investments                        (363,308)      (107,122)
  Depreciation and amortization                            3,636          4,159
  (Accretion) amortization of interest to
   face value of notes and treasury bills               (118,495)      (306,779)
  Changes in assets and liabilities
   Accrued interest receivable                            (1,509)         4,682
   Other assets                                           13,412         21,134
   Accrued expenses                                   (1,605,637)       898,700
                                                    ------------   ------------

Net cash used in operating activities                 (2,771,773)      (487,165)
                                                    ------------   ------------
Cash flows from investing activities
  Proceeds from short-term marketable
   securities                                                 --      2,150,000
  Proceeds from sale of investments/return
   of capital                                          8,913,548        657,980
  Investments originated                                 (54,949)       (85,920)
  Proceeds from collection of loans                        1,563        423,085
  Purchase of furniture and fixtures                          --         (3,278)
                                                    ------------   ------------

Net cash provided by investing activities              8,860,162      3,141,867
                                                    ------------   ------------
Cash flows from financing activities
  Repayment of debentures payable to the
   U.S. Small Business Administration                (11,097,802)    (5,113,340)
                                                    ------------   ------------

Net cash used in financing activities                (11,097,802)    (5,113,340)
                                                    ------------   ------------

Decrease in cash and cash equivalents                 (5,009,413)    (2,458,638)

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

Cash and cash equivalents - end of period           $    463,650   $  1,937,568
                                                    ============   ============

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

                                       -7-
<PAGE>

                             WINFIELD CAPITAL CORP.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     ---------------------------------------
                                   (unaudited)

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 - Earnings (Loss) per Common Share:

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

                                                         Nine Months Ended
                                                            December 31,
                                                    ---------------------------
                                                        2004           2003
                                                    ------------   ------------
         Net (loss) income available for
          common stock equivalent shares
          deemed to have a dilutive effect          $   (987,710)  $  1,198,676
                                                    ============   ============
         (Loss) income per common share
           Basic                                    $      (0.18)  $       0.22
                                                    ============   ============
           Diluted                                  $      (0.18)  $       0.22
                                                    ============   ============
         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 nine months ended December 31, 2004 and December 31, 2003, the
          effect of exercising the outstanding stock options for 778,563 shares
          would have been anti-dilutive in fiscal 2004 due to the loss and in
          fiscal 2003, the common stock market price was lower than the exercise
          price. Therefore, the use of common stock equivalent shares was not
          considered.

                                       -8-
<PAGE>

                             WINFIELD CAPITAL CORP.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     ---------------------------------------
                                   (unaudited)

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

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

                                                        Three Months Ended
                                                            December 31,
                                                    ---------------------------
                                                        2004           2003
                                                    ------------   ------------
         Net (loss) income available for
          common stock equivalent shares
          deemed to have a dilutive effect          $   (165,704)  $    745,731
                                                    ============   ============
         (Loss) income per common share
           Basic                                    $      (0.03)  $       0.14
                                                    ============   ============
           Diluted                                  $      (0.03)  $       0.14
                                                    ============   ============
         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 December 31, 2004 and December 31, 2003,
          the effect of exercising the outstanding stock options for 778,563
          shares would have been anti-dilutive due to the loss in fiscal 2004
          and in fiscal 2003, the common stock market price was lower than the
          exercise price. 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
                     ---------------------------------------
                                   (unaudited)

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 $8.5 million as of December 31, 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 December 31,
         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
                     ---------------------------------------
                                   (unaudited)

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 December 31, 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 those plans had an exercise price equal to
         the market value of the underlying common stock on the date of the
         grant. For the nine months and three months ended December 31, 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.

Note - 7 Subsequent Events

         During January and February to date in 2005, the Company sold a portion
         of its equity position in Open Solutions, Inc. and redeemed its entire
         debt position in RITA Medical Systems, Inc. The sale and the redemption
         resulted in total proceeds of approximately $740,000 which were then
         used by the Company to repay certain debentures to the U.S. Small
         Business Administration.

                                      -11-
<PAGE>

Item 2.

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

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 nine month period ended December 31,
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.

Nine Months Ended December 31, 2004 and December 31, 2003
---------------------------------------------------------

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

Investment income decreased by $414,991 to $714,199 for the nine month period
ended December 31, 2004 from $1,129,190 for the same period ended December 31,
2003. This primarily reflected a decrease in interest from small business
concerns of $373,322 as a result of the Company's sale of a loan investment.
Interest from idle funds decreased $34,593 during this period as a result of a
decrease in interest rates and a decrease in idle funds that were invested and
other income decreased $7,076.

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

Interest expense decreased by $467,952 to $837,497 for the nine months ended
December 31, 2004 from $1,305,449 for the same period ended December 31, 2003.
This decrease resulted from repayments of certain debentures to the U.S. Small
Business Administration.

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

The Company's operating expenses decreased from $913,229 for the nine months
ended December 31, 2003 to $837,960 for the nine months ended December 31, 2004.
Payroll and payroll-related expenses decreased by $37,729 due to the termination
of a clerical employee, insurance expense decreased by $47,368, directors fees
decreased by $45,500, audit fees decreased by $17,922 offset by an increase in
legal expense of $79,880. There were miscellaneous net decreases of $6,630.

                                      -12-
<PAGE>

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

Realized Gain on Disposition of Investments
-------------------------------------------

The Company realized a $363,308 gain on the sale of its entire position in four
portfolio companies and a portion of its position in two other portfolio
companies through the third quarter of fiscal 2005. The Company realized a
$107,934 gain on the sales of its entire positions in five portfolio companies
through the third quarter of fiscal 2004.

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

There was an increase in unrealized depreciation of investments of $389,760 for
the nine months ended December 31, 2004 principally related to sales of shares
in one publicly traded portfolio company (which resulted in the reversal of
unrealized depreciation), offset by 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
$2,180,230 (or $2,194,214 excluding short-term marketable securities) for the
nine months ended December 31, 2003 principally related to the increase in
market price of one publicly traded portfolio security, partially offset by the
decrease in fair value of one portfolio security.

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

Three Months Ended December 31, 2004 and December 31, 2003
----------------------------------------------------------

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

Investment income decreased by $303,506 to $73,933 for the three month period
ended December 31, 2004 from $377,439 for the same period ended December 31,
2003. This primarily reflected a decrease in interest from small business
concerns of $287,472 as a result of the Company's sale of a loan investment.
Interest from idle funds decreased $13,809 during this period as a result of a
decrease in interest rates and a decrease in idle funds that were invested.
Other income decreased by $2,225.

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

Interest expense decreased by $226,530 to $157,830 for the three months ended
December 31, 2004 from $384,360 for the same period ended December 31, 2003.
This decrease resulted from repayment of certain 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 $261,353 for the three months
ended December 31, 2003 to $238,008 for the three months ended December 31,
2004. Payroll and payroll-related expenses decreased by $13,137 due to the
termination of a clerical employee, insurance expense decreased by $11,163 and
directors fees decreased by $6,250, and legal expense increased by $7,401. There
were miscellaneous net decreases of $196.

Realized Gain on Disposition of Investments
-------------------------------------------

The Company realized a $426,131 loss on the sale of its entire position in a
portfolio company in the third quarter of fiscal 2005. The Company realized a
$143,811 gain on the sale of its entire position in a portfolio company in the
third quarter of fiscal 2004.

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

There was a decrease in the unrealized depreciation in the value of investments
of $582,332 for the three months ended December 31, 2004 principally related to
the sale of shares in one publicly held portfolio company (which resulted in the
reversal of unrealized depreciation) and the increase in market price of one
publicly held portfolio company partially offset by the decrease in market price
of one publicly held portfolio company. There was a decrease in unrealized
depreciation of investments of $870,194 (or $876,799 excluding short-term
marketable securities) for the three months ended December 31, 2003, related to
the increase in market price of four publicly traded securities, partially
offset by the decreases in fair value of one portfolio security and two publicly
traded securities in the third quarter of fiscal 2004.

                                      -14-
<PAGE>

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

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

At December 31, 2004, the Company held cash and short-term marketable securities
totaling $463,650.

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 $8.5
million as of December 31, 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 December 31, 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.

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.

                                      -16-
<PAGE>

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


Quantitative and Qualitative Disclosures About Market Risk (Cont'd)
----------------------------------------------------------

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 December 31, 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 traded 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 December 31, 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 of 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 third 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

         None.

Item 5.  Other Information

         None.

                                      -19-
<PAGE>

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

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 third 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: February 11, 2005

                                      -21-