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, 2002
                               _________________________________________________

                                       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
                                 ______     ______


Registrant had 5,346,084 shares of common stock outstanding as of September 30,
2002.


--------------------------------------------------------------------------------
                        This report consists of 21 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, 2002 and 2001                               3-4

        Condensed Balance Sheets - as of September 30, 2002 and
          March 31, 2002                                                  5-6

        Condensed Statements of Cash Flows - Six Months Ended
          September 30, 2002 and 2001                                       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      16-17

Item 4. Controls and Procedures                                         17-19

                           PART II - OTHER INFORMATION

Item 5. Other Information                                                  20

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

Exhibit 99.1 - Officer Certification                                       21


<PAGE>



                             WINFIELD CAPITAL CORP.
                       CONDENSED STATEMENTS OF OPERATIONS


                                                          Six Months Ended
                                                            September 30,
                                                        2002             2001
                                                   -----------      -----------
Investment income
  Interest from small business concerns ......     $    30,608      $   147,392
  Interest from invested idle funds ..........         256,217          521,388
  Other income ...............................           5,053            6,578
                                                   -----------      -----------
       Total investment income ...............         291,878          675,358
                                                   -----------      -----------
Expenses
  Interest ...................................         944,849          976,661
  Payroll and payroll related expenses .......         439,089          406,049
  General and administrative expenses ........         177,249          172,346
  Other operating expenses ...................         188,083          247,395
                                                   -----------      -----------
       Total investment expenses .............       1,749,270        1,802,451
                                                   -----------      -----------
       Investment loss - net .................      (1,457,392)      (1,127,093)

Realized (loss) gain on investments ..........         (45,512)       1,369,429
Change in unrealized (depreciation)
  appreciation of investments ................      (1,867,056)      (7,141,069)
                                                   -----------      -----------
       Net (decrease) in shareholders'
         equity resulting from operations ....     ($3,369,960)     ($6,898,733)
                                                   ===========      ===========

Per share net (decrease) in shareholders'
  equity resulting from operations
Basic ........................................     ($     0.63)     ($     1.29)
                                                   ===========      ===========
Diluted ......................................     ($     0.63)     ($     1.29)
                                                   ===========      ===========



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

                                       -3-

<PAGE>



                             WINFIELD CAPITAL CORP.
                       CONDENSED STATEMENTS OF OPERATIONS




<TABLE>
<CAPTION>
                                                         Three Months Ended
                                                            September 30,
                                                         2002           2001
                                                     -----------    -----------
<S>                                                  <C>            <C>
Investment income
  Interest from small business concerns ...........   $   13,665     $   72,593
  Interest from invested idle funds ...............      135,674        217,716
  Other income ....................................        2,828          3,426
                                                     -----------    -----------
       Total investment income ....................      152,167        293,735
                                                     -----------    -----------
Expenses
  Interest ........................................      505,894        491,845
  Payroll and payroll related expenses ............      223,528        206,548
  General and administrative expenses .............       94,316         74,163
  Other operating expenses ........................      114,090        119,613
                                                     -----------    -----------
       Total investment expenses ..................      937,828        892,169
                                                     -----------    -----------
       Investment loss - net ......................  (   785,661)   (   598,434)

Realized (loss) gain on investments ...............  (        89)     1,006,176
Change in unrealized (depreciation)
  appreciation of investments .....................  (   676,081)   ( 5,057,549)
                                                     -----------    -----------
       Net (decrease) in shareholders'
         equity resulting from operations .........  ($1,461,831)   ($4,649,807)
                                                     ===========    ===========

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

Basic .............................................  ($     0.27)   ($     0.87)
                                                     ===========    ===========
Diluted ...........................................  ($     0.27)   ($     0.87)
                                                     ===========    ===========

</TABLE>

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,
                                                        2002            2002
                                                    -----------      -----------
Investments at value
  Loans and notes receivable .................      $ 3,104,648      $ 1,176,887
  Equity interests in small business
    concerns .................................       11,041,245       12,784,997
  Assets acquired in liquidation .............           77,063          167,350
                                                    -----------      -----------
       Total investments .....................       14,222,956       14,129,234
Cash and cash equivalents ....................        3,070,054        4,416,989
Short-term marketable securities .............       10,899,042       12,753,178
Accrued interest receivable ..................          330,565          341,806
Receivable from escrow account ...............             --            197,369
Furniture and equipment (net of
  accumulated depreciation of
  $39,037 at September 30, 2002
  and $36,195 at March 31, 2002) .............           16,089           18,931

Other assets .................................          548,666          640,579
                                                    -----------      -----------
       Total assets ..........................      $29,087,372      $32,498,086
                                                    ===========      ===========



                                       -5-

<PAGE>



                             WINFIELD CAPITAL CORP.
                            CONDENSED BALANCE SHEETS





                      LIABILITIES AND SHAREHOLDERS' EQUITY



                                                   September 30,     March 31,
                                                       2002             2002
                                                   ------------    ------------
Liabilities
  Debentures payable to the U.S. Small
    Business Administration ....................   $ 24,650,000    $ 24,650,000
  Accrued expenses .............................        321,666         362,420
                                                   ------------    ------------
            Total liabilities ..................     24,971,666      25,012,420
                                                   ------------    ------------
Commitments and contingencies (Notes 4 and 5)

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, 2002 and
      March 31, 2002 ...........................         53,461          53,461
  Additional paid-in capital ...................     22,982,698      22,982,698
  Accumulated deficit ..........................     (5,530,289)     (4,027,385)
  Unrealized depreciation on investments -
    net ........................................    (13,390,164)    (11,523,108)
                                                   ------------    ------------
            Total shareholders' equity .........      4,115,706       7,485,666
                                                   ------------    ------------
            Total liabilities and
              shareholders' equity .............   $ 29,087,372    $ 32,498,086
                                                   ============    ============


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

                                       -6-

<PAGE>



                             WINFIELD CAPITAL CORP.
                       CONDENSED STATEMENTS OF CASH FLOWS

                                                          Six Months Ended
                                                            September 30,
                                                        2002            2001
                                                    -----------     -----------
Cash flows from operating activities
  Net decrease in shareholders'
    equity resulting from operations ...........    ($3,369,960)    ($6,898,733)

  Adjustments to reconcile net decrease
    in shareholders' equity
    resulting from operations to net cash
    (used in) operating activities
  Amortization of deferred income ..............           --              (927)
  Change in unrealized depreciation
    on investments .............................      1,867,056       7,148,716
  Realized loss (gain) on investments ..........         45,423      (1,369,429)
  Depreciation and amortization ................          2,842           3,050
  Amortization of debenture costs ..............         39,106          39,248
  Amortization (accretion) of interest on
    treasury bills .............................         39,028          (7,647)
  Changes in assets and liabilities
    Due from broker ............................           --            46,599
    Accrued interest receivable ................         11,241        (187,654)
    Other assets ...............................         52,807          41,027
    Accrued expenses ...........................        (40,754)        (20,202)
    Income taxes payable .......................           --           (23,404)
                                                    -----------     -----------
Net cash (used in) operating activities ........     (1,353,211)     (1,229,356)
                                                    -----------     -----------
Cash flows from investing activities
  Purchases of short-term marketable
    securities .................................     (4,584,754)     (7,991,330)
  Proceeds from short-term marketable
    securities .................................      6,334,000       8,568,957
  Proceeds from sale of investments/return
    of capital .................................        358,705       3,968,473
  Investments originated .......................     (2,157,208)        (36,320)
  Proceeds from collection of loans ............         55,533          89,902
  Purchase of furniture and equipment ..........           --            (4,124)
                                                    -----------     -----------
  Net cash provided by investing activities ....          6,276       4,595,558
                                                    -----------     -----------
Cash flows from financing activities
  Repayment of debentures payable to the
    U.S. Small Business Administration .........           --          (900,000)
                                                    -----------     -----------
Net cash (used in) financing activities ........           --          (900,000)
                                                    -----------     -----------
(Decrease) increase in cash and cash
  equivalents ..................................     (1,346,935)      2,466,202

Cash and cash equivalents - beginning
  of period ....................................      4,416,989       1,993,337
                                                    -----------     -----------
Cash and cash equivalents - end of period ......    $ 3,070,054     $ 4,459,539
                                                    ===========     ===========





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, 2002.

Note - 2  (Loss) per Common Share:

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


                                                          Six Months Ended
                                                            September 30,
                                                   -----------------------------
                                                       2002            2001
                                                   ------------    ------------
          Net (loss) available for common
            stock equivalent shares deemed
            to have a dilutive effect ...........  ($ 3,369,960)   ($ 6,898,733)
                                                   ============    ============

          (Loss) per common share
            Basic ...............................  ($      0.63)   ($      1.29)
                                                   ============    ============
            Diluted .............................  ($      0.63)   ($      1.29)
                                                   ============    ============
          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, 2002 and September 30, 2001 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) per Common Share: (Cont'd)

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


                                                         Three Months Ended
                                                            September 30,
                                                   -----------------------------
                                                       2002            2001
                                                   ------------    ------------
          Net (loss) available for common
            stock equivalent shares deemed
            to have a dilutive effect ...........  ($ 1,461,831)   ($ 4,649,807)
                                                   ============    ============

          (Loss) per common share
            Basic ...............................  ($      0.27)   ($      0.87)
                                                   ============    ============
            Diluted .............................  ($      0.27)   ($      0.87)
                                                   ============    ============
          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, 2002 and September 30, 2001 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 if the Company
          elects 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

          The Company is required to be in compliance with the capital
          impairment rules, as defined by Regulation 107.1830 of the SBA
          Regulations. As of September 30, 2002, the Company had an impairment
          of its capital. As such, the SBA could declare the entire indebtedness
          including accrued interest immediately due and payable. In addition,
          the SBA could avail itself of any remedy available to the SBA to
          effect the repayment of the Debentures, including transferring the
          Company to the SBA's Office of Liquidation. If the SBA were to require
          the Company to immediately pay back the entire indebtedness including
          accrued interest, certain private security investments would need to
          be disposed of in a forced sale which may result in proceeds less than
          their carrying value. As such, this impairment could have a material
          adverse effect on the Company's financial position, results of
          operations and cash flows. The Company is in discussions with the SBA
          to cure this impairment.

Note 5 -  The Nasdaq Stock Market, Inc. (the "Nasdaq") Letters

          On June 17, 2002, the Company received notice from the Nasdaq Stock
          Market, Inc. ("Nasdaq") that for the preceding 30 consecutive trading
          days, the Company's common stock had not maintained the minimum Market
          Value of Publicly Held Shares of $5,000,000 as required for continued
          inclusion by Marketplace Rule 4450(a)(2) (the "Rule") on the Nasdaq
          National Market. Therefore, in accordance with Marketplace Rule
          4450(e)(1), subject to appeal, the Company had 90 calendar days, or
          until September 16, 2002, to regain compliance.

          On July 23, 2002, the Company received notice from Nasdaq that for the
          preceding 10 consecutive trading days, the Company's common stock had
          not closed at the minimum $1.00 per share as required for continued
          inclusion by Marketplace Rule 4450 (a) (5) ( the "Rule") on the Nasdaq
          National Market. Therefore, in accordance with Marketplace Rule 4450
          (e) (2), subject to appeal, the Company had 90 calendar days, or until
          October 21, 2002, to regain compliance. If compliance with the Rule
          had not been demonstrated by October 21, 2002, the Company's
          securities would have been delisted from the Nasdaq National Market.
          The Company cannot predict what effect, if any, such delisting from
          the Nasdaq National Market would have on the trading of its
          securities.


                                      -10-

<PAGE>



                             WINFIELD CAPITAL CORP.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS




Note 5 -  The Nasdaq Letters (Cont'd)

          On September 25, 2002, the Company was notified that the staff of the
          NASDAQ Listing Qualifications Department had approved the Company's
          application to transfer the listing of its common stock $.01 par
          value, from the NASDAQ National Market to the NASDAQ SmallCap Market.
          Trading on the NASDAQ SmallCap Market commenced on September 26, 2002
          under the symbol "WCAP". Winfield Capital's common stock will no
          longer be traded on the NASDAQ National Market. The Company currently
          meets all of the continued inclusion criteria for the NASDAQ SmallCap
          Market, except for the minimum $1.00 bid price per share requirement
          which must be complied with by January 21, 2003 unless the Company is
          granted an additional grace period.



                                      -11-

<PAGE>



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




Results of Operations


Six Months Ended September 30, 2002 and September 30, 2001



Investment Income

Investment income decreased by $383,480 to $291,878 for the six month period
ended September 30, 2002 from $675,358 for the same period ended September 30,
2001. This primarily reflected a decrease in earnings from temporarily invested
funds of $265,171 as a result of a decrease in interest rates and a decrease in
the idle funds that were invested. Interest from Small Business concerns
decreased by $116,784 due mainly to the financial difficulties of a portfolio
company that generated quarterly interest of $60,000 in 2001 and $ 0 in 2002.


Interest Expense

Interest expense decreased from $976,661 for the six months ended September 30,
2001 to $944,849 for the same period ended September 30, 2002 due to a repayment
of $900,000 to the U.S. Small Business Administration (the "SBA") on September
1, 2001.


Operating Expenses

The Company's operating expenses decreased from $825,790 for the six months
ended September 30, 2001 to $804,421 for the six months ended September 30,
2002. Payroll and payroll related expenses increased by $33,040 principally due
to a matching 401 (K) expense, (the 401 (K) Plan was first implemented in
October 2001). Professional fees decreased by $49,108 due to the decrease in
legal and accounting fees. Insurance expense increased by $20,265 and there were
miscellaneous decreases of $25,566.


Realized (Loss) Gain on Investments

The Company realized a $45,512 loss on the sale of its entire equity position in
one portfolio company in fiscal 2003. In fiscal 2002, the Company realized a
$1,369,429 gain on the sale of a portion of its equity position in three
portfolio companies and its entire equity position in two portfolio companies
and the expiration of calls sold in two portfolio companies.



                                      -12-

<PAGE>



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





Changes in Unrealized Depreciation of Investments

There was an increase in unrealized depreciation of investments (excluding
short-term marketable securities) of $1,801,194 for the six months ended
September 30, 2002 compared to an increase in unrealized depreciation of
$7,148,716 (excluding short-term marketable securities) for the six months ended
September 30, 2001, principally related to the decline in market price of
publicly-traded portfolio securities.


                                      -13-

<PAGE>



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




Results of Operations


Three Months Ended September 30, 2002 and September 30, 2001



Investment Income

Investment income decreased by $141,568 to $152,167 for the three month period
ended September 30, 2002 from $293,735 for the same period ended September 30,
2001. This primarily reflected a decrease in earnings from temporarily invested
funds of $82,042 as a result of a decrease in interest rates and a decrease in
the idle funds that were invested. Interest from small business concerns
decreased by $58,928 due mainly to the financial difficulties of a portfolio
company that generated quarterly interest of $60,000 in 2001 and $ 0 in 2002.


Interest Expense

Interest expense increased from $491,845 for the three months ended September
30, 2001 to $505,894 for the same period ended September 30, 2002 due to an
adjustment of an interim interest rate by the U.S. Small Business Administration
(the "SBA").


Operating Expenses

The Company's operating expenses increased from $400,324 for the three months
ended September 30, 2001 to $431,934 for the three months ended September 30,
2002. Payroll and payroll related expenses increased by $16,980 principally due
to a matching 401 (K) expense (the 401 (K) Plan was implemented in October
2001). Insurance expense increased by $18,229. Professional fees decreased by
$12,589 due to a decrease in accounting fees. There were miscellaneous increases
of $8,990.


Realized (Loss) Gain on Disposition of Investments

The Company had a $89 loss on final disposition of one of its portfolio
investments for the three months ended September 30, 2002. There was a
$1,006,176 realized gain for the three months ended September 30, 2001 comprised
of a $842,846 gain on the expiration of calls sold in two portfolio companies
and a realized gain of $163,330 on the sale of a portion of its equity position
in one portfolio company.


                                      -14-

<PAGE>



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





Changes in Unrealized Depreciation of Investments

There was an increase in unrealized depreciation of investments (excluding
short-term marketable securities) of $617,496 for the three months ended
September 30, 2002 principally related to the decline in fair market value and
market prices of portfolio securities compared to a net decrease of $5,065,196
in unrealized appreciation (excluding short term marketable securities) for the
same period ended September 30, 2001 principally related to the decline in fair
market value and market prices of portfolio securities.

Liquidity and Capital Resources

The Company is required to be in compliance with the capital impairment rules,
as defined by Regulation 107.1830 of the SBA Regulations. As of September 30,
2002, the Company had an impairment of its capital. As such, the SBA could
declare the entire indebtedness including accrued interest immediately due and
payable. In addition, the SBA could avail itself of any remedy available to the
SBA to effect the repayment of the Debentures, including transferring the
Company to the SBA's Office of Liquidation. If the SBA were to require the
Company to immediately pay back the entire indebtedness including accrued
interest, certain private security investments would need to be disposed of in a
forced sale which may result in proceeds less than their carrying value. As
such, this impairment could have a material adverse effect on the Company's
financial position, results of operations and cash flows. The Company is in
discussions with the SBA to cure this impairment.

At September 30, 2002, the Company had cash and cash equivalents and short-term
marketable securities totaling $13,969,096. The Company believes that its cash
and its short-term investments, along with its ability to sell certain of its
publicly-traded portfolio investments will be adequate to meet both the
investment opportunities that the Company anticipates and its working capital
needs through September 30, 2003. However, if the SBA declares the entire
indebtedness including accrued interest immediately due and payable, certain
public and private security investments may need to be disposed of in a forced
sale which may result in proceeds less than their current fair value; as such,
by selling its public and private security investments, the Company may not
generate sufficient cash flows to repay the SBA Debentures as well as fund
operations in the ordinary course of business through September 30, 2003.



                                      -15-

<PAGE>



                             WINFIELD CAPITAL CORP.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
          & QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




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," or "continue" 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.

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.

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, 2002, the Company
had no publicly-traded debt securities in its portfolio.





                                       -16-

<PAGE>



                             WINFIELD CAPITAL CORP.
           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                       CONTINUED & CONTROLS AND PROCEDURES




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, 2002, the Company
had no option contracts outstanding as part of its portfolio.

Item 4.

Controls and Procedures

a.   Evaluation of Disclosure Controls and Procedures

     Based on their evaluation of the Company's disclosure controls and
     procedures conducted within 90 days of the date of filing this report on
     Form 10-Q the Company's Chief Executive Officer and the Chief Financial
     Officer have concluded that the Company's disclosure controls and
     procedures (as defined in Rules 13a-14(c) and 15d-14(c) promulgated under
     the Securities Exchange Act of 1934) are effective to ensure that
     information required to be disclosed by the Company in reports that it
     files or submits under the Securities Exchange Act of 1934 is recorded,
     processed, summarized and reported within the time periods specified in
     Securities Exchange Commission rules and forms.

b.   Changes in Internal Controls

     There were no significant changes in the Company's internal controls or in
     other factors that could significantly affect these controls subsequent to
     the date of their evaluation. There were no deficiencies or material
     weaknesses, and therefore, there were no corrective actions taken.

                                      -17-

<PAGE>



                            CERTIFICATION PURSUANT TO
                                    18 U.S.C.
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


We, Paul A. Perlin, Chief Executive Officer and R. Scot Perlin, Chief Financial
Officer of Winfield Capital Corp. (the "Company"), certify, that:

1.   We have reviewed this quarterly report on Form 10-Q of Winfield Capital
     Corp.

2.   Based on our knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report.

3.   Based on our knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the Company as of, and for, the periods presented in this
     quarterly report.

4.   We are responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
     Company and we have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the Company, is made known to us by
          others within the Company particularly during the period in which this
          quarterly report is being prepared;

     b)   evaluated the effectiveness of the Company's disclosure controls and
          procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date.

5.   We have disclosed, based on our most recent evaluation, to the Company's
     auditors and the Audit Committee of the Company's Board of Directors (or
     persons performing the equivalent function):

     a)   all significant deficiencies in the design of internal controls which
          could adversely affect the Company's ability to record, process,
          summarize and report financial data and have identified for the
          Company's auditors any material weaknesses in internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the Company's internal
          controls.


                                      -18-

<PAGE>



6.   We have indicated in this quarterly report whether or not there were
     significant changes in internal controls or in other factors that could
     significantly affect internal controls subsequent to the date of our most
     recent evaluation, including any corrective actions with regard to
     significant deficiencies and material weaknesses.






/s/ Paul A. Perlin
------------------
Paul A. Perlin
Chief Executive Officer



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






November 13, 2002

                                      -19-

<PAGE>



                             WINFIELD CAPITAL CORP.
                           PART II - OTHER INFORMATION


Item 5. - Other Information

Mr. David Greenberg has informed the Company of his intention to resign as an
executive officer and employee of the Company effective at the close of business
on December 31, 2002 in order to pursue other interests. He will continue to
serve as a member of Winfield Capital's Board of Directors. Present management
will assume his responsibilities and the Company does not currently intend to
hire a replacement.


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


     a.   Exhibit Index

          The following Exhibit is filed as part of this Quarterly Report on
          Form 10-Q.

     Exhibit No.             Description
     -----------             -----------
     99.1                    Certification Pursuant to 18 U.S.C. Section 1350,
                             as adopted pursuant to Section 906 of the
                             Sarbanes-Oxley Act of 2002

     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, 2003.


     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 13, 2002

                                      -20-