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, 2003

                                       OR

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

For the transition period from ____________________ to ____________________

Commission File Number 33-94322

                             WINFIELD CAPITAL CORP.

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

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

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

                               Yes |X|     No |_|

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

                               Yes |_|     No |X|

Registrant had 5,346,084 shares of common stock outstanding as of September 30,
2003.

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

                        This report consists of 26 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, 2003
          and 2002                                                        3 -  4

        Condensed Balance Sheets - as of
          September 30, 2003 and March 31, 2003                           5 -  6

        Condensed Statements of Cash Flows -
          Six Months Ended September 30, 2003
          and 2002                                                             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 - 18

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                     18

Item 2. Changes in Securities and Use of Proceeds                             18

Item 3. Defaults Upon Senior Securities                                       18

Item 4. Submission of Matters to a Vote of Security
          Holders                                                        18 - 19

Item 5. Other Information                                                     19

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

SIGNATURES                                                                    20

Exhibit 31.1 - Section 302 Officer Certification                         21 - 22

Exhibit 31.2 - Section 302 Officer Certification                         23 - 24

Exhibit 32.1 - Section 906 Officer Certification                              25

Exhibit 32.2 - Section 906 Officer Certification                              26


<PAGE>

Item 1.

                             WINFIELD CAPITAL CORP.
                       CONDENSED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                Six Months Ended
                                                                  September 30,
                                                               2003            2002
                                                           -----------     -----------
<S>                                                        <C>             <C>
Investment income
     Interest from small business concerns                 $   699,619     $    30,608
     Interest from invested idle funds                          47,281         256,217
     Other income                                                4,851           5,053
                                                           -----------     -----------
               Total investment income                         751,751         291,878
                                                           -----------     -----------
Expenses
     Interest                                                  921,089         944,849
     Payroll and payroll-related expenses                      303,642         439,089
     General and administrative expenses                       168,820         177,249
     Other operating expenses                                  179,414         188,083
                                                           -----------     -----------
               Total investment expenses                     1,572,965       1,749,270
                                                           -----------     -----------
               Investment loss - net                          (821,214)     (1,457,392)

Realized loss on investments                                   (35,877)        (45,512)
Change in unrealized depreciation of investments             1,310,036      (1,867,056)
                                                           -----------     -----------
               Net increase (decrease) in shareholders'
                 equity resulting from operations          $   452,945     ($3,369,960)
                                                           ===========     ===========
Per share net increase (decrease) in
     shareholders equity resulting from operations

Basic                                                      $      0.08     ($     0.63)
                                                           ===========     ===========
Diluted                                                    $      0.08     ($     0.63)
                                                           ===========     ===========
</TABLE>

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,
                                                               2003            2002
                                                           -----------     -----------
<S>                                                        <C>             <C>
Investment income
     Interest from small business concerns                 $   356,442     $    13,665
     Interest from invested idle funds                          23,956         135,674
     Other income                                                2,226           2,828
                                                           -----------     -----------
               Total investment income                         382,624         152,167
                                                           -----------     -----------
Expenses
     Interest                                                  482,134         505,894
     Payroll and payroll-related expenses                      151,212         223,528
     General and administrative expenses                        74,260          94,316
     Other operating expenses                                   96,106         114,090
                                                           -----------     -----------
               Total investment expenses                       803,712         937,828
                                                           -----------     -----------
               Investment loss - net                          (421,088)       (785,661)

Realized loss on investments                                  (126,914)            (89)
Change in unrealized depreciation of investments               824,189        (676,081)
                                                           -----------     -----------
               Net increase (decrease) in shareholders'
                 equity resulting from operations          $   276,187     ($1,461,831)
                                                           ===========     ===========
Per share net increase (decrease) in
     shareholders equity resulting from operations

Basic                                                      $      0.05     ($     0.27)
                                                           ===========     ===========
Diluted                                                    $      0.05     ($     0.27)
                                                           ===========     ===========
</TABLE>

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


                                      -4-
<PAGE>

                             WINFIELD CAPITAL CORP.
                            CONDENSED BALANCE SHEETS


                                     ASSETS

                                                     Sept. 30,        March 31,
                                                       2003             2003
                                                    -----------      -----------
Investments at value:
     Loans and notes receivable                     $ 8,220,703      $ 8,371,521
     Equity interests in small business
       concerns                                      10,972,297       10,220,109
                                                    -----------      -----------
               Total investments                     19,193,000       18,591,630

Cash and cash equivalents                             3,360,422        4,396,206
Short-term marketable securities                      1,788,602        3,454,226
Accrued interest receivable                              72,573           85,276
Due from broker                                         122,878               --
Furniture and equipment (net of
  accumulated depreciation of
  $44,434 at September 30, 2003
  and $41,880 at March 31, 2003)                         10,692           13,246

Other assets                                             32,279          115,670
                                                    -----------      -----------
               Total assets                         $24,580,446      $26,656,254
                                                    ===========      ===========


                                      -5-
<PAGE>

                             WINFIELD CAPITAL CORP.
                            CONDENSED BALANCE SHEETS


                      LIABILITIES AND SHAREHOLDERS' EQUITY

                                                    Sept. 30,        March 31,
                                                      2003             2003
                                                  ------------     ------------
Liabilities
  Debentures payable to the U.S. Small
  Business Administration                         $ 21,350,000     $ 24,650,000
  Deferred income                                      115,512          129,102
  Accrued expenses                                   1,170,894          386,057
                                                  ------------     ------------

                Total liabilities                   22,636,406       25,165,159
                                                  ------------     ------------

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, 2003 and
    at March 31, 2003                                   53,461           53,461
Additional paid-in capital                          19,709,170       19,709,170
  Accumulated deficit                               (4,950,829)      (4,093,738)

  Unrealized depreciation on investments -
    net                                            (12,867,762)     (14,177,798)
                                                  ------------     ------------
                Total shareholders' equity           1,944,040        1,491,095
                                                  ------------     ------------
                Total liabilities and
                  shareholders' equity            $ 24,580,446     $ 26,656,254
                                                  ============     ============

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


                                      -6-
<PAGE>

                             WINFIELD CAPITAL CORP.
                       CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                         Six Months Ended
                                                           September 30,
                                                        2003            2002
                                                    -----------     -----------
<S>                                                 <C>             <C>
Cash flows from operating activities
  Net increase (decrease) in shareholders'
    equity resulting from operations                $   452,945     ($3,369,960)
  Adjustments to reconcile net increase
    (decrease) in shareholders' equity
    resulting from operations to net cash
     used in operating activities
  Amortization of deferred income                       (13,590)             --
  Change in unrealized depreciation
    on investments                                   (1,310,036)      1,867,056
  Realized loss on investments                           36,689          45,423
  Depreciation and amortization                           2,554           2,842
  Amortization of debenture costs                            --          39,106
  (Accretion) amortization of interest to
    face value of notes and treasury bills             (199,646)         39,028
  Changes in assets and liabilities
    Due from broker                                    (122,878)             --
    Accrued interest receivable                          12,703          11,241
    Other assets                                         83,391          52,807
    Accrued expenses                                    784,837         (40,754)
                                                    -----------     -----------
Net cash used in operating activities                  (273,031)     (1,353,211)
                                                    -----------     -----------
Cash flows from investing activities
  Purchases of short-term marketable
    securities                                               --      (4,584,754)
  Proceeds from short-term marketable
    securities                                        1,650,000       6,334,000
  Proceeds from sale of investments/return
    of capital                                          512,693         358,705
  Investments originated                                (19,924)     (2,157,208)
  Proceeds from collection of loans                     394,478          55,533
                                                    -----------     -----------
     Net cash provided by investing
         activities                                   2,537,247           6,276
                                                   ------------    ------------

Cash flows from financing activities
  Repayment of debentures payable to the SBA         (3,300,000)             --
                                                    -----------     -----------
     Net cash used in financing
         activities                                  (3,300,000)             --
                                                    -----------     -----------
Decrease in cash and cash equivalents                (1,035,784)     (1,346,935)

Cash and cash equivalents - beginning
     of period                                        4,396,206       4,416,989
                                                    -----------     -----------
Cash and cash equivalents - end of period           $ 3,360,422     $ 3,070,054
                                                    ===========     ===========
</TABLE>

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


                                      -7-
<PAGE>

                             WINFIELD CAPITAL CORP.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 1 - Interim Financial Statements

         The interim financial statements of Winfield Capital Corp. (the
         "Company") have been prepared in accordance with the instructions to
         Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
         include all information and disclosures necessary for a presentation
         of the Company's financial position, results of operations and cash
         flows in conformity with generally accepted accounting principles in
         the United States of America. In the opinion of management, these
         financial statements reflect all adjustments, consisting only of
         normal recurring accruals, necessary for a fair presentation of the
         Company's financial position, results of operations and cash flows
         for such periods. The results of operations for any interim period
         are not necessarily indicative of the results for the full year.
         These financial statements should be read in conjunction with the
         financial statements and notes thereto contained in the Company's
         Annual Report on Form 10-K for the fiscal year ended March 31, 2003.

Note 2 - Earnings (Loss) per Common Share:

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

                                                       Six Months Ended
                                                         September 30,
                                                  --------------------------
                                                      2003           2002
                                                  -----------    -----------
         Net income (loss) available for
           common stock equivalent shares
           deemed to have a dilutive effect       $   452,945    ($3,369,960)
                                                  ===========    ===========
         Income (loss) per common share
           Basic                                  $      0.08    ($     0.63)
                                                  ===========    ===========
           Diluted                                $      0.08    ($     0.63)
                                                  ===========    ===========
         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, 2003 and September 30, 2002 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 - Earnings (Loss) per Common Share: (Cont'd)

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

                                                      Three Months Ended
                                                         September 30,
                                                  --------------------------
                                                      2003           2002
                                                  -----------    -----------
         Net income (loss) available for
           common stock equivalent shares
           deemed to have a dilutive effect       $   276,187    ($1,461,831)
                                                  ===========    ===========
         Income (loss) per common share
           Basic                                  $      0.05    ($     0.27)
                                                  ===========    ===========
           Diluted                                $      0.05    ($     0.27)
                                                  ===========    ===========
         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, 2003 and September 30, 2002 the
      effect of exercising the outstanding stock options would have been
      anti-dilutive and therefore, the use of common stock equivalent shares was
      not considered.

Note 3 - Income Taxes

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


                                      -9-
<PAGE>

                             WINFIELD CAPITAL CORP.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

Note - 4 Commitments and Contingencies

         On April 30, 2003, the SBA notified the Company that it is no longer
         in compliance with the SBA's capital impairment rules, as defined by
         regulation 107.1830 of the SBA Regulations. Based on this
         non-compliance, the SBA has accelerated the maturity date of the
         Company's debentures to a single demand note including accrued
         interest. Interest payments are no longer due on a semiannual basis,
         but interest continues to accrue. In addition, the SBA has
         transferred the Company to the SBA's Office of Liquidation where any
         new investments and material expenses are subject to prior SBA
         approval. The SBA has the right to institute proceedings for the
         appointment of the SBA or its designee as receiver.

         These matters raise substantial doubt about the Company's ability to
         continue as a going concern. Management has submitted a plan to the
         SBA providing for the liquidation of the Company over a three-year
         period; however, to date, the SBA has not indicated whether it will
         approve of the proposed plan. In addition, the Company continues to
         pursue alternatives to cure its impairment under the SBA regulations
         such as raising additional financing. The financial statements do
         not include any adjustments relating to the recoverability of the
         carrying amount of the recorded assets or the amount of liabilities
         that might result from the outcome of these uncertainties. The
         Company cannot be certain that additional equity financing will be
         available when required or, if available, that it can secure it on
         terms satisfactory to the Company. As such, no assurance can be made
         that the Company will be successful in its ability to consummate or
         implement these or any other strategic alternatives.

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".


                                      -10-
<PAGE>

                             WINFIELD CAPITAL CORP.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

Note - 6 Stock-Based Employee Compensation Plan

         At September 30, 2003, the Company had one stock-based employee
         compensation plan. The Company accounts for the plan under the
         recognition and measurement principles of APB Opinion No. 25,
         Accounting for Stock Issued to Employees, and related
         Interpretations. No stock-based employee compensation cost is
         reflected in net income, as all options granted under those plans
         had an exercise price equal to the market value of the underlying
         common stock on the date of the grant. For the six months and three
         months ended September 30, 2003 and 2002, 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.

         On April 22, 2003, the FASB determined that stock-based compensation
         should be recognized as a cost in the financial statements and that
         such cost be measured according to the fair value of the stock
         options. The FASB has not as yet determined the methodology for
         calculating fair value and plans to issue an exposure draft letter
         this year that could become effective in 2004. The Company will
         continue to monitor communications on this subject from the FASB in
         order to determine the impact on the Company's financial statements.


                                      -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, 2003 and September 30, 2002

      Investment Income

      Investment income increased by $459,873 to $751,751 for the six month
      period ended September 30, 2003 from $291,878 for the same period ended
      September 30, 2002. This primarily reflected an increase in interest from
      small business concerns of $669,011 as a result of the Company's increased
      investments in loans. Interest from idle funds decreased $208,936 during
      this period as a result of a decrease in interest rates and a decrease in
      idle funds that were invested and other income decreased $202.

      Interest Expense

      Interest expense decreased by $23,760 to $921,089 for the six months ended
      September 30, 2003 from $944,849 for the same period ended September 30,
      2002. This decrease resulted from a repayment of a debenture to the U.S.
      Small Business Administration.

      Operating Expenses

      The Company's operating expenses decreased from $804,421 for the six
      months ended September 30, 2002 to $651,876 for the six months ended
      September 30, 2003. Payroll and payroll-related expenses decreased by
      $135,447 due to the resignation of an executive officer effective December
      31, 2002, professional fees increased by $33,818 and amortization of
      debenture costs decreased by $39,107. There were miscellaneous net
      decreases of $11,809.

      Realized Loss on Disposition of Investments

      The Company realized a $35,877 loss on the sales of its entire positions
      in four portfolio companies and a portion of its position in another
      portfolio company through the second quarter of fiscal 2004. Through the
      second quarter of fiscal 2003, the Company realized a $45,512 loss on the
      sale of its entire equity position in one portfolio company.


                                      -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 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, compared to an increase in
      unrealized depreciation of $1,867,056 (or $1,801,194 excluding short-term
      marketable securities) for the six months ended September 30, 2002,
      principally related to the increase in fair value of two portfolio
      securities in the first quarter of fiscal 2004 and the decline in market
      price of publicly traded portfolio securities in the second quarter of
      fiscal 2003.

      Results of Operations

      Three Months Ended September 30, 2003 and September 30, 2002

      Investment Income

      Investment income increased by $230,457 to $382,624 for the three month
      period ended September 30, 2003 from $152,167 for the same period ended
      September 30, 2002. This primarily reflected an increase in interest from
      small business concerns of $342,777 as a result of the Company's increased
      investments in loans. Interest from idle funds decreased $111,718 during
      this period as a result of a decrease in interest rates and a decrease in
      idle funds that were invested and other income decreased $602.

      Interest Expense

      Interest expense decreased by $23,760 to $482,134 for the three months
      ended September 30, 2003 from $505,894 for the same period ended September
      30, 2002. This decrease resulted from a repayment of a debenture to the
      U.S. Small Business Administration.

      Operating Expenses

      The Company's operating expenses decreased from $431,934 for the three
      months ended September 30, 2002 to $321,578 for the three months ended
      September 30, 2003. Payroll and payroll-related expenses decreased by
      $72,316 due to the resignation of an executive officer effective December
      31, 2002, professional fees increased by $16,753, insurance expense
      decreased by $12,029 and stockholder relations costs decreased by $15,268.
      There were miscellaneous net decreases of $27,496.


                                      -13-
<PAGE>

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

      Realized Loss on Disposition of Investments

      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 in the second quarter of fiscal 2004. In the second
      quarter of fiscal 2003, the Company realized an additional $89 loss on the
      sale of its entire equity position in one portfolio company.

      Changes in Unrealized Depreciation of Investments

      There was 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, compared to an increase in unrealized
      depreciation of $676,081 for the three months ended September 30, 2002,
      principally related to the increase in fair value of two portfolio
      securities in the second quarter of fiscal 2004 and the decline in market
      price and fair value of portfolio securities in the second quarter of
      fiscal 2003.

      Liquidity and Capital Resources

      At September 30, 2003, the Company held cash and short-term marketable
      securities totaling $5,149,024.


                                      -14-
<PAGE>

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

      According to 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 has been notified by the SBA
      that the Company is no longer in compliance with the SBA's capital
      impairment requirements and that the SBA has accelerated the maturity date
      of Winfield Capital's debentures. The aggregate principal, interest and
      fees due under the debentures totaled approximately $22.3 million as of
      September 30, 2003, including interest and fees due through the next
      semi-annual payment date. The Company repaid $3,300,000 of the amounts due
      under the debentures in August 2003. The SBA has transferred Winfield
      Capital's account to liquidation status where any new investments and
      material expenses are subject to prior SBA approval. Although it has not
      done so as of the date of this filing, and may not do so, the SBA has the
      right to institute 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 which may result in proceeds less than their carrying value at
      September 30, 2003. As such, this impairment could have a material adverse
      effect on the Company's financial position, results of operations and cash
      flows which raises substantial doubt about the Company's ability to
      continue as a going concern. Management has submitted a plan to the SBA
      providing for the liquidation of the Company over a three-year period;
      however, to date, the SBA has not indicated whether it will approve of the
      proposed plan. 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.

      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.


                                      -15-
<PAGE>

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

      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, 2003, 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 traded
      marketable investments are directly exposed to equity price fluctuations,
      in that a change in an issuer's public market equity price would result in
      an identical change in the fair value of the Company's investment in such
      security. The Company may utilize put and call option contracts to attempt
      to minimize the market risk of its investments in publicly-owned
      companies. As of September 30, 2003, 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 Chief
            Financial Officer have concluded that the Company's disclosure
            controls and procedures (as defined in Rules 13a-15(e)and 15d-15(e)
            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.


                                      -17-
<PAGE>

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

      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.

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 9, 2003, the Company held its annual meeting of
            shareholders in New York, New York. The holders of 5,055,426 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                  4,917,408           138,018

                  Barry J. Gordon                4,917.408           138,018

                  David Greenberg                4,913,108           142,316

                  Bruce A. Kaufman               4,913,708           141,718

                  Paul A. Perlin                 4,913,193           142,233

                  R. Scot Perlin                 4,912,693           142,733

                  Allen L. Weingarten            4,915,696           139,730


                                      -18-
<PAGE>

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

Item 4. Submission of Matters to a Vote of Security Holders (Cont'd)

            2.    The Company's proposal to ratify the appointment of
                  PricewaterhouseCoopers LLP as the Company's independent
                  accounts for the fiscal year ending March 31, 2004 received
                  5,020,711 votes FOR and 34,715 votes AGAINST, with 0
                  ABSTENTIONS.

Item 5. Other Information

            None.


                                      -19-
<PAGE>

                             WINFIELD CAPITAL CORP.
                           PART II - OTHER INFORMATION

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

            a.    Exhibit Index

                  The following Exhibits are filed as part of this Quarterly
                  Report on Form 10-Q.

                  Exhibit No.                          Description
                  -----------                          -----------

                  31.1 and 31.2                        Section 302 Certifica-
                                                       tions

                  32.1 and 32.2                        Certifications 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

                  On October 18, 2003 a Form 8-K was filed by the Company in
                  connection with a change in the Company's certifying
                  accountant. PricewaterhouseCoopers LLP resigned as the
                  independent public accountants of the Company on October 8,
                  2003. On October 14, 2003 with the approval of the Company's
                  Board of Directors, the Company engaged the accounting firm of
                  Lazar Levine & Felix LLP as its independent public accountants
                  beginning with the fiscal year ending March 31, 2004 and to
                  review the Company's interim financial statements beginning
                  with the fiscal quarter ended September 30, 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, 2003


                                      -20-