UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A
                                 Amendment No. 1

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the quarterly period ended September 30, 2004
                                    ------------------

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from __________ to __________


                        Commission File Number 33-94322
                                               --------


                             WINFIELD CAPITAL CORP.
                             ----------------------

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                               Yes [X]     No [ ]

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

                               Yes [ ]     No [X]

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

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

                        This report consists of 27 pages
<PAGE>
                             WINFIELD CAPITAL CORP.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     ---------------------------------------

            Restatement

            This Form 10-Q/A is being filed to reflect the restated condensed
            statement of operations for the six months and three months ended
            September 30, 2004, the restated condensed balance sheet as of
            September 30, 2004 and the restated condensed statement of cash
            flows for the six months ended September 30, 2004. These
            restatements are limited solely to reversing the fair value of
            $379,643 incorrectly recorded for a partial position of 15,204
            shares held in an equity portfolio company investment that had been
            sold during the three months ended September 30, 2004. The following
            table summarizes the impact of the restatement as of September 30,
            2004:

                                                  As Reported        Restated
                                                  ------------     ------------
            ASSETS (in part):
            Equity interests in
             small business concerns              $  7,518,192     $  7,138,549
            Total investments                        9,826,362        9,446,719
            Total assets                            11,048,798       10,669,155

            LIABILITIES & SHAREHOLDERS'
             EQUITY (in part):
            Unrealized depreciation
             on investments-net                   $(13,507,567)    $(13,887,210)
            Total shareholders' equity               2,185,381        1,805,738
            Total liabilities and
             shareholders' equity                   11,048,798       10,669,155

            STATEMENTS OF OPERATIONS
            (in part):
            For the six months ended
             September 30, 2004
             Change in unrealized depreciation
             of investments                           (592,449)        (972,092)
            Net (decrease) in shareholders'
             equity resulting from operations         (442,363)        (822,006)
            Per common share (net decrease)
            Basic                                        (0.08)           (0.15)
            Diluted                                      (0.08)           (0.15)
            For the three months ended
             September 30, 2004
            Change in unrealized depreciation
             of investments                            (25,850)        (405,493)
            Net increase (decrease) in
             shareholders' equity resulting
             from operations                           105,137         (274,506)
            Per common share net
             increase (decrease)
            Basic                                         0.02            (0.05)
            Diluted                                       0.02            (0.05)

                                       -2-
<PAGE>

                                      INDEX

                                                                        Page No.
                                                                        --------

                         PART I - FINANCIAL INFORMATION

Item 1.  Condensed Statements of Operations - Six and
          three Months ended September 30, 2004 and 2003                   4-5

         Condensed Balance Sheets - as of September 30, 2004
          and March 31, 2004                                               6-7

         Condensed Statements of Cash Flows - Six Months Ended
          September 30, 2004 and 2003                                        8

         Notes to Condensed Financial Statements                          9-13

Item 2.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                      14-18

Item 3.  Quantitative and Qualitative Disclosures About Market Risk         19

Item 4.  Controls and Procedures                                            20

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                  21

Item 2.  Changes in Securities and Use of Proceeds                          21

Item 3.  Defaults Upon Senior Securities                                    21

Item 4.  Submission of Matters to a Vote of Security Holders                21

Item 5.  Other Information                                                  21

Item 6.  Exhibits and Reports on Form 8-K                                   22

CERTIFICATIONS

Exhibit 31.1 - Section 302                                                  24

Exhibit 31.2 - Section 302                                                  25

Exhibit 32.1 - Section 906                                                  26

Exhibit 32.2 - Section 906                                                  27

                                       -3-
<PAGE>

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

                                                          Six Months Ended
                                                            September 30,
                                                        2004           2003
                                                    -----------     -----------
                                                    (restated)
Investment income
  Interest from small business concerns             $   613,769     $   699,619
  Interest from invested idle funds                      26,497          47,281
  Other income                                               --           4,851
                                                    -----------     -----------

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

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

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

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

Realized gain (loss) on investments                     789,439         (35,877)
Change in unrealized depreciation of
  investments                                          (972,092)      1,310,036
                                                    -----------     -----------

Net (decrease) increase in shareholders'
  equity resulting from operations                  ($  822,006)    $   452,945
                                                    ===========     ===========

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

Basic                                               ($      0.15)    $      0.08
                                                     ===========     ===========

Diluted                                             ($      0.15)    $      0.08
                                                     ===========     ===========

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

                                       -4-
<PAGE>

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



                                                        Three Months Ended
                                                           September 30,
                                                    ---------------------------
                                                        2004           2003
                                                    ------------   ------------
                                                     (restated)
Investment income
  Interest from small business concerns             $    250,978   $    356,442
  Interest from invested idle funds                       16,021         23,956
  Other income                                                --          2,226
                                                    ------------   ------------
       Total investment income                           266,999        382,624
                                                    ------------   ------------
Expenses
  Interest                                               318,219        482,134
  Payroll and payroll-related expenses                   137,973        151,212
  General and administrative expenses                     70,595         74,260
  Other operating expenses                                84,451         96,106
                                                    ------------   ------------

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

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

Realized gain (loss) on investments                      475,226       (126,914)
Change in unrealized depreciation of
  investments                                           (405,493)       824,189
                                                    ------------   ------------
       Net increase in shareholders'
        equity resulting from operations            $   (274,506)  $    276,187
                                                    ============   ============

Per share net increase in shareholders'
  equity resulting from operations

Basic                                               $      (0.05)  $       0.05
                                                    ============   ============
Diluted                                             $      (0.05)  $       0.05
                                                    ============   ============

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

                                       -5-
<PAGE>

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

                                     ASSETS
                                     ------

                                                    September 30,    March 31,
                                                        2004           2004
                                                    ------------   ------------
                                                     (unaudited
                                                     & restated)
Investments at value:
  Loans and notes receivable                        $  2,308,170   $  8,483,825
  Equity interests in small business
   concerns                                            7,138,549      9,817,227
                                                    ------------   ------------
       Total investments                               9,446,719     18,301,052

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

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

       Total assets                                 $ 10,669,155   $ 23,918,679
                                                    ============   ============

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

                                       -6-
<PAGE>

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

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

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

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

Commitments and contingencies

Shareholders' equity
  Preferred stock - $.001 par value;
   Authorized 1,000,000 shares
   Issued and outstanding - none
  Common stock - $.01 par value;
   Authorized - 30,000,000 shares;
   Issued and outstanding - 5,346,084
   shares at September 30, 2004 and
   at March 31, 2004                                      53,461         53,461
  Additional paid-in capital                          18,391,954     18,391,954
  Accumulated deficit                                 (2,752,467)    (2,902,553)
  Unrealized depreciation on investments -
   Net                                               (13,887,210)   (12,915,118)
                                                    ------------   ------------

       Total shareholders' equity                      1,805,738      2,627,744
                                                    ------------   ------------
       Total liabilities and
        shareholders' equity                        $ 10,669,155   $ 23,918,679
                                                    ============   ============

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

                                       -7-
<PAGE>

                             WINFIELD CAPITAL CORP.
                       CONDENSED STATEMENTS OF CASH FLOWS
                       ----------------------------------
                                   (unaudited)
                                                          Six Months Ended
                                                    September 30,  September 30,
                                                        2004           2003
                                                    ------------   ------------
                                                     (restated)
Cash flows from operating activities
  Net (decrease) increase in shareholders'
   equity resulting from operations                 $   (822,006)  $    452,945
  Adjustments to reconcile net (decrease)
   increase in shareholders' equity
   resulting from operations to net cash
   (used in) operating activities
  Amortization of deferred income                       (101,922)       (13,590)
  Change in unrealized depreciation
   on investments                                        972,092     (1,310,036)
  Realized (gain) loss on investments                   (789,439)        36,689
  Depreciation and amortization                            2,424          2,554
  Accretion of interest to face value
   of notes                                             (114,078)      (199,646)
  Changes in assets and liabilities
   Due from broker                                            --       (122,878)
   Accrued interest receivable                              (650)        12,703
   Other assets                                           54,412         83,391
   Accrued expenses                                   (1,567,715)       784,837
                                                    ------------   ------------
Net cash (used in) operating activities               (2,366,882)      (273,031)
                                                    ------------   ------------

Cash flows from investing activities
  Proceeds from short-term marketable
   securities                                                 --      1,650,000
  Proceeds from sale of investments/return
   of capital                                          8,622,121        512,693
  Investments originated                                 (54,949)       (19,924)
  Proceeds from collection of loans                        1,029        394,478
                                                    ------------   ------------
       Net cash provided by investing
        activities                                     8,568,201      2,537,247
                                                    ------------   ------------
Cash flows from financing activities
  Repayment of debentures payable to the
   U.S. Small Business Administration                (10,757,881)    (3,300,000)
                                                    ------------   ------------
Net cash (used in) financing activities              (10,757,881)    (3,300,000)
                                                    ------------   ------------

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

Cash and cash equivalents - beginning
 of period                                             5,473,063      4,396,206
                                                    ------------   ------------
Cash and cash equivalents - end of period           $    916,501   $  3,360,422
                                                    ============   ============

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

                                       -8-
<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   (Loss) Income per Common Share:

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

                                                         Six Months Ended
                                                           September 30,
                                                    ---------------------------
                                                        2004           2003
                                                    ------------   ------------
           Net (loss) income available for
            common stock equivalent shares
            deemed to have a dilutive effect        $   (822,006)  $    452,945
                                                    ============   ============
           (Loss) income per common share
            Basic                                   $      (0.15)  $       0.08
                                                    ============   ============
            Diluted                                 $      (0.15)  $       0.08
                                                    ============   ============
           Shares used in computation:
            Basic:
              Weighted average common shares           5,346,084      5,346,084
                                                    ============   ============
            Diluted:
              Weighted average common shares           5,346,084      5,346,084
              Common stock equivalents                     A              A
                                                    ------------   ------------

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

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

                                       -9-
<PAGE>

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

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

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

                                                        Three Months Ended
                                                           September 30,
                                                    ---------------------------
                                                        2004           2003
                                                    ------------   ------------
           Net (loss) income available for
            common stock equivalent shares
            deemed to have a dilutive effect        $   (274,506)  $    276,187
                                                    ============   ============
           Loss (income) per common share
            Basic                                   $      (0.05)  $       0.05
                                                    ============   ============
            Diluted                                 $      (0.05)  $       0.05
                                                    ============   ============
           Shares used in computation:
            Basic:
              Weighted average common shares           5,346,084      5,346,084
                                                    ============   ============
            Diluted:
              Weighted average common shares           5,346,084      5,346,084
              Common stock equivalents                     B              B
                                                    ------------   ------------

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

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

Note - 3   Income Taxes

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

                                      -10-
<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 $8.8 million as of
           September 30, 2004, including interest and fees due through the next
           semi-annual payment date. The SBA has transferred Winfield Capital's
           account to liquidation status where any new investments and material
           expenses are subject to prior SBA approval. Based on discussions and
           meetings that the Company has had with the SBA to date, the SBA will
           not afford the Company the flexibility of a self-managed liquidation
           to repay its indebtedness. As a result, the Company anticipates that
           it will be required to repay all or substantially all of the
           principal and interest owing to the SBA on a schedule acceptable to
           the SBA. No definitive agreement has been reached with the SBA and
           the SBA maintains the ability to pursue any remedies they deem
           appropriate under the law or the instruments evidencing the Company's
           indebtedness, including, without limitation, initiating proceedings
           for the appointment of the SBA or its designee as receiver.

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

                                      -11-
<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 September 30, 2004, the Company had one stock-based employee
           compensation plan. The Company accounts for the plan under the
           recognition and measurement principles of APB Opinion No. 25,
           Accounting for Stock Issued to Employees, and related
           Interpretations. No stock-based employee compensation cost is
           reflected in net income, as all options granted under this plan had
           an exercise price equal to the market value of the underlying common
           stock on the date of the grant. For the six and three months ended
           September 30, 2004 and 2003, there would be no effect on net income
           and earnings per share if the Company had applied the fair value
           recognition provisions of FASB Statement No. 123, Accounting for
           Stock-Based Compensation, to stock-based employee compensation, as no
           options were granted nor vested during those periods.

Note - 7   Restatement

           This Form 10-Q/A is being filed to reflect the restated condensed
           statement of operations for the six months and three months ended
           September 30, 2004, the restated condensed balance sheet as of
           September 30, 2004 and the restated condensed statement of cash flows
           for the six months ended September 30, 2004. These restatements are
           limited solely to reversing the fair value of $379,643 incorrectly
           recorded for a partial position of 15,204 shares held in an equity
           portfolio company investment that had been sold during the three
           months ended September 30, 2004. The following table summarizes the
           impact of the restatement as of September 30, 2004:

                                                 As Reported        Restated
                                                 ------------    ------------
           ASSETS (in part):
            Equity interests in
             small business concerns             $  7,518,192    $  7,138,549
            Total investments                       9,826,362       9,446,719
            Total assets                           11,048,798      10,669,155

                                      -12-
<PAGE>

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

                                                   As Reported       Restated
                                                   ------------     ------------

            LIABILITIES & SHAREHOLDERS'
             EQUITY (in part):
             Unrealized depreciation
              on investments-net                  $(13,507,567)    $(13,887,210)
             Total shareholders'
               equity                                2,185,381        1,805,738
             Total liabilities and
              shareholders' equity                  11,048,798       10,669,155

             STATEMENTS OF OPERATIONS
              (in part):
             For the six months ended
              September 30, 2004
             Change in unrealized depreciation
              of investments                          (592,449)        (972,092)
             Net (decrease) in shareholders'
              equity resulting from operations        (442,363)        (822,006)
             Per common share (net decrease)
              Basic                                      (0.08)           (0.15)
              Diluted                                    (0.08)           (0.15)

             For the three months ended
              September 30, 2004
             Change in unrealized depreciation
              of investments                           (25,850)        (405,493)
             Net increase (decrease) in
              shareholders' equity
              resulting from operations                105,137         (274,506)
             Per common share net
              increase (decrease)
              Basic                                       0.02            (0.05)
              Diluted                                     0.02            (0.05)

                                      -13-
<PAGE>

Item 2.

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

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

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

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

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

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

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

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

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

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

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

                                      -14-
<PAGE>

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

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

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

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

There was an increase in unrealized depreciation of investments of $972,092 for
the six months ended September 30, 2004 principally related to the decrease in
fair value of two portfolio companies and the decline in market price of one
publicly traded portfolio Company, compared to a decrease in unrealized
depreciation of investments of $1,310,036 (or $1,317,415 excluding short-term
marketable securities) for the six months ended September 30, 2003.

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

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

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

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

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

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

                                      -15-
<PAGE>

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

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

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

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

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

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

There was an increase in unrealized depreciation of $405,493 for the three
months ended September 30, 2004 principally related to the decrease in fair
value and market value of two portfolio companies offset by the increase in
market price of one portfolio company, compared to a decrease in unrealized
depreciation of investments of $824,189 (or $832,352 excluding short-term
marketable securities) for the three months ended September 30, 2003.

                                      -16-
<PAGE>

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

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

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

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

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

                                      -17-
<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.

                                      -18-
<PAGE>

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

Item 3.

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

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

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

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

                                      -19-
<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/A, 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 second quarter of the
         fiscal year ending March 31, 2005 that have materially affected, or are
         reasonably likely to materially affect, the Company's internal controls
         over financial reporting.

                                      -20-
<PAGE>

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

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

         None.

Item 2.  Changes in Securities and Use of Proceeds

         None.

Item 3.  Defaults Upon Senior Securities

         None.

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

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

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

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

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

Item 5.  Other Information

         None.

                                      -21-
<PAGE>

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

Item 6.  Exhibits and Reports on Form 8-K

         a.       Exhibits
                  --------

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

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

                  Exhibit 32.1     Section 1350 Certification of Chief Executive
                                   Officer

                  Exhibit 32.2     Section 1350 Certification of Chief Financial
                                   Officer

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

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

                                      -22-
<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 9, 2005

                                      -23-