SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
                                    ---------
              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended September 30, 2000
                                                 -------------------
                                       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 0-27736

                         POINT WEST CAPITAL CORPORATION
                         -------------------------------
             (Exact name of registrant as specified in its charter)

                   Delaware                           94-3165263
                   --------                           ----------
              (State or other jurisdiction of       (I.R.S. Employer
              incorporation or organization)      Identification Number)

          1700 Montgomery Street, Suite 250
          ---------------------------------
            San Francisco, California                       94111
            -------------------------                     ---------
        (Address of principal executive offices)          (Zip Code)


                             (415) 394-9467
                             --------------
            (Registrant's telephone number, including area code)


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 [ ]

At October 31, 2000,  there were  3,352,624  shares of the  registrant's  Common
Stock outstanding.


<PAGE>



                         POINT WEST CAPITAL CORPORATION
                         ------------------------------


                                      INDEX
                                      -----
                                                                         Page
                                                                         ----
Part I      Financial Information
------

Item 1.     Consolidated Financial Statements (Unaudited):

            Consolidated Balance Sheets
               September 30, 2000 and December 31, 1999                   1

            Consolidated Statements of Operations for the
               Three and Nine Months Ended September 30, 2000 and 1999    2

            Consolidated Statements of Cash Flows for the
               Nine Months Ended September 30, 2000 and 1999              3

            Condensed Notes to Consolidated Financial Statements         4-14

Item 2.     Management's Discussion and Analysis of Financial
               Condition and Results of Operations                      15-25

Item 3.     Quantitative and Qualitative Disclosures
               About Market Risk                                          26

Part II     Other Information
-------

Item 1.     Legal Proceedings                                             27

Item 5.     Other Information                                             29

Item 6.     Exhibits and Reports on Form 8-K                              30

Signatures                                                                31


<PAGE>



                                             POINT WEST CAPITAL CORPORATION
                                               CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>





                                                                               September 30,           December 31,
                                 ASSETS                                             2000                   1999
                                                                             -------------------    -------------------
                                                                                             (unaudited)
<S>                                                                                   <C>                     <C>

Cash and cash equivalents                                                  $          6,752,192   $         12,836,125
Restricted cash                                                                         572,335              3,074,057
Investment securities:
     Held-to-maturity                                                                         -              2,504,610
     Available-for-sale                                                                 467,759              6,519,821
Matured policies receivable                                                             260,000                      -
Taxes receivable                                                                        195,094                      -
Loans receivable, net of unearned income of $541,624 and
     $540,867, respectively, and net of an allowance for
     loan losses of $175,000 and $155,000, respectively                              32,863,906             35,467,079
Purchased life insurance policies                                                    30,653,603             31,727,966
Non-marketable securities                                                            14,089,851              5,933,133
Deferred financing costs, net of accumulated amortization
     of $1,519,002 and $1,378,623, respectively                                         749,885                656,376
Furniture and equipment, net of accumulated depreciation of
     $26,484 and $12,976, respectively                                                   74,421                 34,917
Deferred tax asset                                                                    2,515,941                      -

Other assets                                                                          1,307,819              2,771,767
                                                                             -------------------    -------------------
           Total assets                                                    $                      $
                                                                                     90,502,806            101,525,851
                                                                             ===================    ===================


                  LIABILITIES AND STOCKHOLDERS' EQUITY

Accrued interest expense                                                   $            121,548   $            346,483
Accounts payable                                                                        434,593                238,326
Accrued compensation payable                                                            370,414                543,400
Accrued litigation settlement                                                                 -              2,205,000
Taxes payable                                                                                 -                141,100
Revolving certificates                                                                4,900,607              4,200,000
Term certificates                                                                    24,066,213             24,498,815
Securitized notes payable                                                            35,749,202             38,528,914
Debenture payable                                                                     6,500,000              3,000,000
Deferred income taxes                                                                         -                281,020
                                                                             -------------------    -------------------

           Total liabilities                                                         72,142,577             73,983,058
                                                                            -------------------    -------------------

Stockholders' equity:
     Common stock, $0.01 par value; 15,000,000 authorized shares,
          4,391,124 and 4,390,124 shares, respectively, issued
          3,352,624 and 3,351,624 shares, respectively, outstanding                      43,911                 43,901
     Additional paid-in-capital                                                      30,091,689             30,088,949
     Accumulated comprehensive (loss) income, net of tax                              (177,497)              2,098,960
     Accumulated deficit                                                            (8,723,842)            (1,814,985)
     Treasury stock, 1,038,500 shares                                               (2,874,032)            (2,874,032)
                                                                             -------------------    -------------------

           Total stockholders' equity                                                18,360,229             27,542,793
                                                                             -------------------    -------------------

           Total liabilities and stockholders' equity                      $         90,502,806   $        101,525,851
                                                                             ===================    ===================
<FN>


     See accompanying condensed notes to consolidated financial statements.
</FN>
</TABLE>


                                        1

<PAGE>



                         POINT WEST CAPITAL CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>



                                                              For the Three Months Ended             For the Nine Months Ended
                                                                      September 30,                         September 30,
                                                                2000              1999                2000               1999
                                                           ----------------  ----------------    ----------------  -----------------
                                                                       (unaudited)                           (unaudited)
<S>                                                              <C>                  <C>              <C>                  <C>

Income:
     Interest income                                     $                 $                 $                   $
                                                                   791,153         1,074,238           3,961,426          2,144,709
     Net (loss) gain on securities                             (2,692,496)         5,946,723         (5,525,865)         11,171,942
     Other                                                          60,064            41,985             175,499            360,325
     Earned discounts on matured policies                                -            76,201                   -            187,202
                                                           ----------------  ----------------    ----------------  -----------------
           Total (loss) income                                 (1,841,279)         7,139,147         (1,388,940)         13,864,178
                                                           ----------------  ----------------    ----------------  -----------------

Expenses:
     Interest expense                                              741,774         1,313,165           2,685,625          3,520,312
     Compensation and benefits                                     651,794           585,117           1,942,761          1,368,897
     Other general and administrative expenses                   1,449,882           394,097           3,850,197          2,597,382
     Amortization                                                   33,608           134,039             140,379            386,010
     Depreciation                                                    5,808             2,258              13,508              5,934
                                                           ----------------  ----------------    ----------------  -----------------
            Total expenses                                        2,882,866         2,428,676           8,632,470          7,878,535
                                                           ----------------  ----------------    ----------------  -----------------

           (Loss) gain before income taxes
             and extraordinary gain                            (4,724,145)         4,710,471        (10,021,410)          5,985,643

Income tax benefit (expense)                                             -         (547,265)           1,870,550          (564,765)

                                                           ----------------  ----------------    ----------------  -----------------
           (Loss) gain before extraordinary gain               (4,724,145)         4,163,206         (8,150,860)          5,420,878
                                                           ----------------  ----------------    ----------------  -----------------

Extraordinary gain, net of income taxes of $822,154                     -                  -           1,242,003                   -

                                                           ----------------  ----------------    ----------------  -----------------
           Net (loss) income                             $    (4,724,145)  $       4,163,206   $     (6,908,857) $         5,420,878
                                                           ================  ================    ================  =================

(Loss) income per share before extraordinary gain:
     Basic                                              $         (1.41)   $          1.24    $         (2.43)   $             1.63
                                                           ================  ================    ================  =================
    Diluted                                                       (1.41)              1.17              (2.43)                 1.49
                                                           ================  ================    ================  =================
 Net (loss) income per share:
     Basic                                              $         (1.41)   $          1.24    $         (2.06)   $             1.63
                                                           ================  ================    ================  =================
    Diluted                                                       (1.41)              1.17              (2.06)                 1.49
                                                           ================  ================    ================  =================

Weighted-average number of shares of common stock
     outstanding                                                 3,352,624         3,350,624           3,352,504          3,321,888
Weighted-average number of shares of common stock
     and common stock equivalents outstanding                    3,352,624         3,549,536           3,352,504          3,648,029

</TABLE>


     See accompanying condensed notes to consolidated financial statements.



                                       2

<PAGE>

                  POINT WEST CAPITAL CORPORATION
               CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                      For the Nine Months Ended September 30,
                                                                            2000               1999
                                                                      ----------------   ----------------
<S>                                                                         <C>                    <C>
                                                                                   (unaudited)
Cash flows from operating activities:
    Net (loss) income                                               $     (6,908,857) $        5,420,878
    Adjustments to reconcile net (loss) income to net cash
         used in operating activities:
         Depreciation and amortization                                        153,887            391,944
         Loss on loan receivable                                            1,204,964            140,000
         Provision for loan losses                                             20,000             85,000
         Net loss (gain) on securities                                      5,525,865       (11,171,942)
         Interest income received as warrants                             (1,101,532)          (624,918)
         Earned discounts on matured policies                                       -          (187,202)
         Deferred tax (asset) liability                                   (2,109,408)            516,885
         Extraordinary gain                                               (1,242,003)                  -
         Changes in operating assets and liabilities:
           Collections on matured life insurance policies                     830,831          1,943,112
           Other assets                                                        92,546          (121,265)
           Taxes receivable                                                 (336,194)                  -
           Accrued interest expense                                         (224,935)             25,176
           Accounts payable                                                   196,267            145,284
           Accrued compensation payable                                     (172,986)            201,164
           Accrued litigation settlement                                           -             945,000
                                                                      ----------------   ----------------
                 Net cash used in operating activities                    (4,071,555)        (2,290,884)
                                                                      ----------------   ----------------

Cash flows from investing activities:
    Proceeds from sale of other assets                                            -               27,126
    Purchase of furniture and equipment                                      (53,012)           (14,279)
    Decrease in restricted cash                                             2,501,722          1,465,322
    Proceeds from maturity of held-to-maturity securities                   2,504,610                  -
    Purchase of investment and non-marketable securities                 (12,982,428)       (11,699,821)
    Proceeds from sale of investment and non-marketable securities          2,667,208         14,755,627
    Additions to loans receivable                                         (2,733,267)       (19,631,409)
    Principal payments on loans receivable                                  3,261,476            483,553
                                                                      ----------------   ----------------
                 Net cash used in investing activities                    (4,833,691)       (14,613,881)
                                                                      ----------------   ----------------

Cash flows from financing activities:
    Principal payments on securitized notes payable                         (715,555)                  -
    Proceeds from SBA debenture                                             3,500,000                  -
    Proceeds from revolving certificates                                      820,000         19,708,039
    Principal payments on revolving certificates                            (119,393)       (25,108,084)
    Proceeds from term certificates                                                -          24,635,000
    Principal payments on term certificates                                 (432,602)                  -
    Increase in deferred financing costs                                    (233,887)          (293,282)
    Proceeds from options exercised                                             2,750            252,686
                                                                      ----------------   ----------------
                 Net cash provided by financing activities                  2,821,313         19,194,359
                                                                      ----------------   ----------------

                 Net (decrease) increase in cash and cash
                 equivalents                                              (6,083,933)          2,289,594

Cash and cash equivalents, beginning of period                             12,836,125          6,668,126
                                                                      ----------------   ----------------

Cash and cash equivalents, end of period                            $       6,752,192 $        8,957,720
                                                                      ================   ================
Supplemental disclosures:
Supplemental disclosure of non-cash activities:
    Unrealized (loss) gain on securities available for sale, net
    of tax                                                          $     (2,276,457) $        3,398,142
    Receipt of warrants                                             $       1,101,532 $          624,918
    Reduction in securitized notes payable in
         connection with extraordinary gain                         $       2,064,157 $                -
    Establishment of receivable from insurance company              $               - $        2,205,000
    Accrued litigation settlement                                   $               - $        3,150,000
    Accrued litigation settlement offset against other assets       $       2,205,000 $                -
    Increase in other assets offset by reduction in loans
    receivable                                                      $         850,000 $                -
Supplemental disclosure of cash flow information:
    Taxes paid                                                      $         605,619 $           60,736
    Cash paid for interest                                          $       2,615,095 $        3,495,136
<FN>
     See accompanying condensed notes to consolidated financial statements.
</FN>
</TABLE>


                                        3
<PAGE>





                         POINT WEST CAPITAL CORPORATION
                         ------------------------------

              CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              ----------------------------------------------------


1.       General Description
--       -------------------

         The unaudited  consolidated  financial statements of Point West Capital
Corporation ("Point West Capital") and its consolidated entities (the "Company")
as of  September  30,  2000 and for the  three  and  nine  month  periods  ended
September  30, 2000 and 1999 have been prepared in  accordance  with  accounting
principles  generally  accepted  in  the  United  States  ("GAAP")  for  interim
financial  information,  in  accordance  with  Rule  10-01  of  Regulation  S-X.
Accordingly,  such  statements do not include all of the  information  and notes
thereto that are included in the annual consolidated  financial  statements.  In
the opinion of  management,  all  adjustments  considered  necessary  for a fair
presentation have been included.  Operating results for the three and nine month
periods ended September 30, 2000 are not  necessarily  indicative of the results
that may be expected for the year ending  December 31,  2000.  The  consolidated
balance  sheet  as of  December  31,  1999  has been  derived  from the  audited
consolidated  financial  statements of the Company.  These  statements and notes
thereto should be read in conjunction  with the audited  consolidated  financial
statements  and notes thereto  included in the  Company's  Annual Report on Form
10-K for the year ended December 31, 1999 (the "Form 10-K").

         Point West  Capital is a  specialty  financial  services  company.  The
Company's  financial   statements   consolidate  the  assets,   liabilities  and
operations  of Point West Venture  Management,  LLC ("Point  West  Management"),
Point West Ventures,  L.P.  ("Point West  Ventures"),  Allegiance  Capital,  LLC
("Allegiance  Capital"),  Allegiance  Funding  I,  LLC  ("Allegiance  Funding"),
Allegiance Capital Trust I ("Allegiance Trust I"),  Allegiance  Management Corp.
("Allegiance   Management"),   Dignity   Partners   Funding  Corp.  I  ("DPFC"),
SocietyPool.com,  LLC  ("SocietyPool")  and Point West Securities,  LLC ("PWS").
Point West Capital is currently  involved in  litigation  with two other members
and former employees of SocietyPool  involving,  among other things, the control
and  ownership  of  SocietyPool.  See  Note  12  and  "Other  Information--Legal
Proceedings."  In the event  that it is  ultimately  determined  that Point West
Capital no longer controls SocietyPool,  the assets,  liabilities and operations
of SocietyPool  would no longer be consolidated with those of Point West Capital
and its other consolidated entities.  Management of the Company believes that it
owns 51% and is the manager of SocietyPool and intends to vigorously contest the
claims  made by two  other  members  of  SocietyPool.  To  date,  the  Company's
consolidated  financial statements reflect approximately $2 million of cash held
by SocietyPool representing  contributions by Point West Capital of $2.8 million
less expenses incurred by SocietyPool of $800,000. References herein to Ventures
include Point West  Management  and Point West  Ventures.  References  herein to
Allegiance include Allegiance Capital,  Allegiance  Funding,  Allegiance Trust I
and Allegiance Management.

         During 1997,  the Company  expanded  its  financial  services  business
through the  operations  of Ventures,  which makes loans to and invests in small
businesses that are generally  focused in the areas of e-commerce,  Internet and
telecommunications;  and  Allegiance,  which lends to funeral  home and cemetery
owners.  During 1998,  the Company formed PWS, a  broker-dealer  licensed by the
National  Association of Securities Dealers,  Inc ("NASD").  On May 8, 2000, the
Company formed  SocietyPool.  SocietyPool was formed to develop and pursue a new
financial product.  It is still in the development stage. In connection with the
principal  business  activity of the Company through February 1997 (which was to
provide  viatical  settlements  for terminally ill persons),  Point West Capital
continues  to  service  the life  insurance  policies  held by its  wholly-owned
special purpose subsidiary, DPFC. The Company continually evaluates new business
opportunities.  See "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Overview."

                                      4

<PAGE>


         In June 1998, the Financial  Accounting Standards Board ("FASB") issued
Statement of Financial  Accounting  Standards  ("SFAS") No. 133,  Accounting for
Derivative Instruments and Hedging Activities,  which establishes new accounting
and  reporting  standards for  derivative  instruments.  In June 1999,  the FASB
issued  SFAS  No.  137,  Accounting  for  Derivative   Instruments  and  Hedging
Activities--Deferral  of the  Effective  Date of FASB  Statement No. 133, and in
June 2000,  the FASB  issued  SFAS No. 138,  Accounting  for Certain  Derivative
Instruments and Certain Hedging  Activities--An  Amendment of FASB Statement No.
133.

         These rules require that all derivative  instruments be reported in the
consolidated  financial  statements at fair value.  Changes in the fair value of
derivatives  are to be recorded  each period in earnings or other  comprehensive
income,  depending on whether the derivative is designated and effective as part
of a hedged transaction, and on the type of hedged transaction.  Gains or losses
on  derivative  instruments  reported  in  other  comprehensive  income  must be
reclassified  as earnings in the period in which  earnings  are  affected by the
underlying  hedged  item,  and the portion of all hedges not  effective  must be
recognized in earnings in the current period.  These new standards may result in
additional  volatility  in reported  earnings,  other  comprehensive  income and
accumulated other comprehensive income.

         These rules become  effective  for the Company on January 1, 2001.  The
Company  will  record  the  effect of the  transition  to these  new  accounting
requirements  as a change in accounting in the first quarter of 2001. The effect
of this change in  accounting  is not  expected to be material to the  Company's
results of operations and financial position.

2.       Cash and Cash Equivalents
--       -------------------------

         The Company  considers all highly liquid  investments  purchased within
three months of their  maturity date to be cash and cash  equivalents.  Cash and
cash  equivalents  included U.S.  Treasury bills with maturities less than three
months of $3.7 million and $8.3  million at September  30, 2000 and December 31,
1999,  respectively.  Cash and cash  equivalents  as of September  30, 2000 also
includes $2 million  held by  SocietyPool  that is the  subject of a  bankruptcy
petition.  While the  petition is pending,  the Company  will not have access to
SocietyPool's  assets.  See Note 12,  "Management's  Discussion  and Analysis of
Financial Condition and Results of Operations--Liquidity  and Capital Resources"
and "Other Information--Legal Proceedings."

3.       Taxes Receivable
--       ----------------

         Taxes  receivable  reflects an  overpayment  of income taxes for 1999
and estimated  income taxes paid in the first quarter of 2000.

4.       Investment Securities
--       ---------------------

         Investment securities consist of marketable debt and equity securities.
Statement of Financial  Accounting  Standards  No. 115,  Accounting  for Certain
Investments in Debt and Equity Securities,  requires  marketable debt and equity
securities  to  be  classified  into  held-to-maturity,  available-for-sale  and
trading categories.  Securities classified as available-for-sale are reported in
the  consolidated  balance sheets at fair value with any  cumulative  unrealized
gains and losses,  net of any tax effect,  included in comprehensive  income and
reported as a separate component of stockholders'  equity.  Management estimates
fair value,  considering factors such as sales  restrictions,  the bid and offer
prices of  securities  and volume.  Securities  classified  as  held-to-maturity
included U.S.  Treasury  bills  reported at fair value with original  maturities
greater  than  three  months,  but less than one year.  Any  realized  gains and
losses,

                                       5

<PAGE>

interest and dividends and unrealized losses on securities judged to be
other-than-temporary are reported in the consolidated statements of operations.

         The cost and estimated fair value of investment  securities  reflected
in the consolidated  balance sheets as of September 30, 2000 and December 31,
1999 are as follows:

<TABLE>
<CAPTION>
                                                 September 30, 2000
----------------------------------------------------------------------------------------------------------------------


                                                                     Gross               Gross
                                                                   Unrealized          Unrealized            Fair
                                                 Cost               Gains               Losses               Value
                                                 ----               -----               ------               -----
<S>                                          <C>                 <C>                    <C>               <C>

Available-for-sale:
     Corporate bonds.................    $         350,000   $             ---  $         (295,044)   $          54,956
      Common stock...................              412,803                 ---                  ---             412,803
                                         ------------------  ------------------  ------------------   ------------------
        Total available-for-sale         $         762,803   $             ---  $         (295,044)   $         467,759
                                         =================   =================    =================   =================

</TABLE>

<TABLE>
<CAPTION>
                                December 31, 1999
----------------------------------------------------------------------------------------------------------------------

                                                                     Gross               Gross
                                                                   Unrealized          Unrealized             Fair
                                                  Cost               Gains               Losses               Value
                                                  ----               -----               ------               -----
<S>                                          <C>                 <C>                    <C>               <C>

Held-to-maturity:
     U.S. Treasury bills ..............  $       2,504,610   $             ---  $              ---   $       2,504,610
                                         -----------------   -----------------  ------------------   -----------------
          Total held-to-maturity         $       2,504,610   $             ---  $              ---   $       2,504,610
                                         =================   =================  ==================   =================



Available-for-sale:
     Corporate bonds.................    $         350,000   $             ---  $        (297,500)   $          52,500
      Common stock...................            2,678,633           4,201,560           (412,872)            6,467,321
                                         ------------------  ------------------  ------------------   ------------------
        Total available-for-sale         $       3,028,633   $       4,201,560  $        (710,372)   $        6,519,821
                                         =================   =================    =================   =================
</TABLE>

         Cumulative   net  unrealized   (losses)  gains  on   available-for-sale
securities (representing differences between estimated fair value and cost) were
($295,000)  and $3.5  million at  September  30,  2000 and  December  31,  1999,
respectively.  These cumulative net unrealized (losses) gains, net of applicable
taxes,  are included in  accumulated  comprehensive  (loss)  income,  a separate
balance sheet component of stockholders' equity. See Note 10.

5.       Loans Receivable
--       ----------------

         Loans  receivable  includes  loans made to  unaffiliated  third parties
through Allegiance and Ventures. Such loans are reported at the principal amount
outstanding,  net of unearned income, hedging gains and losses and the allowance
for loan losses.  Loan origination  fees and direct loan  origination  costs are
netted and  capitalized  and recognized  over the life of the related loan as an
adjustment of yield (interest  income) in accordance with Statement of Financial
Accounting  Standards  No.  91,  Accounting  for  Nonrefundable  Fees and  Costs
Associated  with  Originating  or  Acquiring  Loans and Initial  Direct Costs of
Leases.

         Allegiance  had 23  loans  outstanding  at  September  30,  2000  in an
aggregate principal amount of $33.8 million, which bore a weighted-average fixed
interest rate per annum of 8.6%. Allegiance had 21 loans outstanding at December
31,  1999 in an  aggregate  principal  amount  of $33.8  million,  which  bore a
weighted-average  fixed interest rate per annum of 9.8%.  Principal and interest
payments  are due  monthly

                                       6

<PAGE>


on such  loans,  and  such  loans  mature,  subject  to  permitted  prepayments,
approximately  fifteen  years from the initial loan date. At September 30, 2000,
two  loans  were in  default  and on  non-accrual  status.  Based on  collateral
securing the defaulted loans, management believes that Allegiance will not incur
a material loss in connection with such loans.

         At  December  31,  1999,  one loan was in  default  and on  non-accrual
status. In October 1999, Allegiance brought an action seeking to collect on this
loan and the defendants  counterclaimed.  In September 2000,  Allegiance settled
this  litigation.  Allegiance  incurred  total losses of $1.3 million  which are
reflected  in other  general and  administrative  expenses  in the  consolidated
statement of  operations  for the nine month period  ended  September  30, 2000.
Also,  other assets in the  consolidated  balance sheet as of September 30, 2000
includes  funeral homes valued at $850,000 which Allegiance now owns as a result
of the settlement. See Note 12 and "Other Information--Legal  Proceedings" for a
further description of this litigation and settlement.

         From time to time,  Allegiance uses futures  contracts to hedge certain
interest rate  exposure  between the time of loan  origination  and the expected
issuance of term certificates. See Note 7. The futures contracts are intended to
protect a  portion  of the net  interest  margins  expected  to be earned on the
loans.  Any  realized  gain or loss  related  to these  hedges is  deferred  and
recognized by  Allegiance  over the life of the related loan as an adjustment of
interest income. Pursuant to Statement of Financial Accounting Standards No. 80,
Accounting for Futures Contracts, all such deferred amounts are reflected in the
consolidated  balance  sheets as an increase (in the case of a hedging  loss) or
decrease  (in the  case of a  hedging  gain)  in the  carrying  value  of  loans
receivable.  As of September 30, 2000,  Allegiance  had  cumulative net realized
gains on its hedging activities of $152,000, which reduced loans receivable in a
like amount.  As of December 31, 1999,  Allegiance  had  cumulative net realized
gains on its hedging activities of $215,000, which reduced loans receivable in a
like amount. In addition, Allegiance had net unrealized losses from open hedging
positions  of $14,000  as of  September  30,  2000.  As of  December  31,  1999,
Allegiance had no open hedges, and has none at present.

         Ventures had no loans  outstanding at September 30, 2000.  Ventures had
two loans  outstanding at December 31, 1999 in an aggregate  principal amount of
$2.6 million, one of which was originated in January 1998 and bore interest at a
fixed  interest  rate per annum of 15% and the other of which was  originated in
November  1999 and bore interest at a variable rate based on the prime rate plus
4% (at December 31, 1999 the prime rate was 8.5%).

6.       Purchased Life Insurance Policies
--       ---------------------------------

         Purchased life insurance  policies  consist only of those policies held
by DPFC.  The policies held by DPFC are pledged as security for the  Securitized
Notes (as defined in Note 8). As a result of the imminent  default of DPFC under
the terms of the  Securitized  Notes,  Point West Capital and the holders of the
Securitized  Notes (the  "Noteholders")  entered  into an  agreement  (the "DPFC
Agreement") that amended certain of the terms of the Securitized Notes. Pursuant
to the DPFC Agreement, which is effective from March 2000 through June 2002, the
Noteholders will provide funds to pay servicing fees, premiums and certain other
costs of DPFC in the event policy  collections are insufficient.  Under the DPFC
Agreement,  Point West  Capital  will  continue to act as servicer  for a fee of
$18,000  per month  for the  period  March  2000  through  June  2002.  The DPFC
Agreement  also  provides  the  Noteholders  with an option to  purchase  DPFC's
outstanding stock from Point West Capital for a nominal amount on June 30, 2002.
If the Noteholders do not exercise such option, Point West Capital may liquidate
DPFC. See Note 8.

                                       7

<PAGE>


7.       Revolving and Term Certificates
--       -------------------------------

         Allegiance  finances its loans receivable under a structured  financing
arrangement established in August 1998 (the "Allegiance  Financing").  Under the
Allegiance  Financing,  various  classes of revolving and term  certificates  of
Allegiance  Trust  I  have  been  issued.  At  September  30,  2000,   revolving
certificates  held by third parties were outstanding in the aggregate  principal
amount of $4.9 million.  At September 30, 2000, such  certificates bore interest
at fixed and variable  rates based on the one-year  U.S.  Treasury  yield plus a
weighted-average  spread  of 4.3%.  The  weighted-average  interest  rate of the
revolving  certificates  held by third  parties at September 30, 2000 was 10.2%.
Allegiance funded and retained an unrated revolving certificate in the principal
amount of $2.2 million. The unrated certificate  represents the right to receive
all  excess  cash  flow  from  Allegiance  Trust  I  related  to  the  revolving
certificates. The revolving certificates held by third parties have ratings from
Fitch,  Inc.  ranging from A to B. At September 30, 2000, the term  certificates
held by third  parties were  outstanding  in the aggregate  principal  amount of
$24.1 million. The weighted-average fixed interest rate of the term certificates
held by third parties was 8.1%.  Allegiance  funded and retained an unrated term
certificate that represents the right to receive a 17.5% coupon subject to other
priority  payments  on the senior  certificates.  At  September  30,  2000,  the
outstanding  principal balance of the unrated term certificate was $2.6 million.
Allegiance  retained an additional  unrated term certificate that represents the
right to receive 90% of the excess cash flow from Allegiance  Trust I related to
the term certificates.  This term certificate does not have a principal balance.
The term  certificates  held by third  parties  have  ratings  from Fitch,  Inc.
ranging from AA to B.

         In April 2000, the Company and a consortium of insurance companies (the
"Investors")  executed amendments that extended the Allegiance Financing through
December 15, 2000. The Investors  agreed to continue to provide  revolving debt,
subject to certain  limitations,  through November 30, 2000, on terms similar to
those  under  the  original  Allegiance  Financing  revolving  certificates.  In
addition,  the Investors agreed to provide up to approximately  $20.0 million of
additional term financing, subject to certain limitations,  through December 15,
2000, on terms  similar to those under the original  Allegiance  Financing  term
certificates.  Because two loans held by  Allegiance  are  currently in default,
Allegiance may not be able to issue term certificates or issue term certificates
on terms satisfactory to Allegiance.  As a result of these defaulted loans, cash
flow payable to Allegiance (for servicing fees and interest on the  certificates
it  holds)  will be  accrued  until  approximately  an  additional  $400,000  is
deposited in Allegiance Trust I. Such cash flow has been  approximately  $11,000
per month in 2000.  In the event  that any  revolving  debt in the  consolidated
balance sheet as of December 15, 2000 is not repaid through the issuance of term
certificates  or otherwise by February 15, 2001,  the interest rate on such debt
will increase by 1.00%. A failure to retire the revolving debt could also result
in a default,  giving the Investors the right to terminate Point West Capital as
the servicer and liquidate the collateral.  The fixed interest on any additional
term  certificates  will be based on the  ten-year  U.S.  Treasury  yield plus a
spread ranging from 2.05% to 8.5%.

         The  Allegiance  Financing  does not qualify for sale  treatment  under
Statement of Financial  Accounting  Standards No. 125,  Accounting for Transfers
and Servicing of Financial Assets and  Extinguishments  of Liabilities,  because
its terms entitle  Allegiance  Funding to repurchase loans prior to the point at
which the cost of servicing  them  becomes  burdensome.  As such,  the loans and
borrowings  under the  Allegiance  Financing are  reflected in the  consolidated
balance sheets.

         In  connection  with  the  Allegiance   Financing  and  the  extensions
thereunder,  Allegiance Capital paid an aggregate of $375,000 in commitment fees
when funds were  initially  borrowed.  Of such  commitment  fees,  $100,000  was
amortized over the expected life of the initial revolving certificates,  $25,000
is  being  amortized  over  the  expected  life  of the  revolving  certificates
currently  outstanding  (8 months)  and  $250,000  is being  amortized  over the
expected life of the term certificates (15 years).  These

                                       8

<PAGE>


allocations  were based on an  estimate  of the  portion of the  commitment  fee
attributable to the revolving  certificates  and the term  certificates.  In the
event that a default  occurs and the  Investors  liquidate the  collateral,  any
remaining unamortized commitment fees will be expensed.

         In  connection   with  the  extension  of  the  Allegiance   Financing,
Allegiance  agreed  to pay a  non-usage  fee  ranging  from  zero  to  $100,000,
depending  upon the  amount  of term debt  issued  between  March  31,  2000 and
December 15, 2000.

8.       Securitized Notes Payable
--       -------------------------

         In 1995,  DPFC  issued its Senior  Viatical  Settlement  Notes,  Series
1995-A  with a stated  maturity  of March 10,  2005 (the  "Securitized  Notes").
Principal and interest  payments on and other costs of the Securitized Notes are
payable solely from collections on pledged  policies,  deposited funds and funds
provided by the Noteholders. The Securitized Notes bear a fixed interest rate of
9.17% per annum.  Point West  Capital is the  servicer of the  policies  pledged
under the  Indenture  pursuant  to which the  Securitized  Notes were issued and
incurs servicing  expenses and receives servicing income. See Note 6 for further
information regarding the servicing of DPFC.

         The  DPFC  Agreement  discussed  in Note 6, was  negotiated  due to the
imminent  default  of  DPFC  under  the  terms  of the  Securitized  Notes  and,
accordingly,  has been accounted for as a troubled debt restructuring.  As such,
during the first quarter of 2000, an extraordinary gain of $1.2 million,  net of
taxes of $822,000,  was recorded and the stated amount of the Securitized  Notes
of $38.5 million was reduced to $36.4  million,  reflecting  the maximum  future
cash payments the Noteholders could receive under the DPFC Agreement.  The $36.4
million  equaled the face value of the life  insurance  policies and  restricted
cash held by DPFC as of March 31, 2000.

         The Securitized  Notes  represent the  obligations  solely of DPFC. The
Company's consolidated financial statements include the assets,  liabilities and
operations  of  DPFC;  however,  the  assets  of DPFC are not  available  to pay
creditors of Point West Capital. The assets of DPFC are the beneficial ownership
interests in the life insurance  policies and funds that secure the  Securitized
Notes.

9.       Debenture Payable
--       -----------------

         Ventures  has  issued  two  debentures  payable  to the Small  Business
Administration  ("SBA") in the principal  amount of $6.5 million.  One debenture
was issued in July 1998 in the principal amount of $3.0 million with semi-annual
interest  only  payments  at a fixed rate of 5.9%  (plus a 1% annual  fee) and a
scheduled  maturity  date of  September 1, 2008.  The  debenture is subject to a
prepayment penalty if repaid prior to September 1, 2003. The other debenture was
issued on May 24, 2000 in the principal  amount of $3.5 million with semi-annual
interest  only  payments  at a fixed rate of 7.5%  (plus a 1% annual  fee) and a
scheduled  maturity  date of  September 1, 2010.  The  debenture is subject to a
prepayment  penalty if repaid prior to September 1, 2005. In addition,  Ventures
paid a fee of $227,500 (3.5% of the total  borrowings) to the SBA to borrow such
money. Proceeds from the debentures are used to make debt and equity investments
in businesses permitted under applicable SBA codes and regulations.

         At present,  Ventures has no material debt investments  outstanding and
since inception of the SBA borrowings has made relatively few debt  investments.
As a result, the SBA could prevent further borrowings by Ventures and could also
accelerate the payment of outstanding  debentures because of a failure to comply
with applicable SBA debt/equity requirements, although the SBA has not indicated
an intention to do so.

                                       9

<PAGE>


10.       Stockholders' Equity
---       --------------------
<TABLE>
<CAPTION>



         Changes in  stockholders'  equity  during the first nine months of 2000
reflected the following:



              <S>                                                                   <C>


         Stockholders'  equity,  beginning  of  period   ..................     $27,542,793
          Comprehensive income:
           Net loss........................................................     (6,908,857)
           Other comprehensive loss:.......................................
             Net unrealized investment losses, net of tax benefit
              of $1.5 million .............................................     (2,276,457)
                                                                                -----------
               Comprehensive loss..........................................     (9,185,314)
          Common stock -- options exercised ...............................              10
          Additional paid-in-capital -- options exercised .................           2,740
                                                                                -----------
         Stockholders' equity, end of period...............................     $18,360,229
                                                                                ===========

</TABLE>

<TABLE>
<CAPTION>


 Changes in  stockholders'  equity  during the first nine months of 1999
reflected the following:

             <S>                                                                   <C>

         Stockholders'  equity,  beginning  of  period   ..................    $ 14,829,561
          Comprehensive income:
           Net Income .......................................................     5,420,878
           Other comprehensive income: ....................................
             Net unrealized investment gains, net of tax
              of $291,000.... .............................................       3,398,142
                                                                                  ---------
               Comprehensive income .......................................       8,819,020
          Common stock -- options exercised ...............................             973
          Additional paid-in-capital -- options exercised .................         326,783
                                                                                 ----------
         Stockholders' equity, end of period...............................    $ 23,976,337
                                                                                 ==========
</TABLE>





                                       10

<PAGE>


11.      Earnings Per Share
--       ------------------

         The  weighted-average  number of common  stock  shares  and  additional
common stock equivalent shares used in computing (loss) income per share for the
three and nine months ended September 30, 2000 and 1999 are set forth below. The
following is a  reconciliation  of the  numerator and  denominator  of basic and
diluted net (loss) income per share:


<TABLE>
<CAPTION>

                                                        Three Months Ended                 Nine Months Ended
                                                           September 30,                      September 30,
                                                           -------------                      -------------
                                                      2000              1999             2000             1999
                                                      ----              ----             ----             ----
<S>                                                   <C>                <C>             <C>               <C>

Numerator:
     (Loss) gain before extraordinary
      gain....................................    $ (4,724,145)       $   4,163,206    $ (8,150,860)    $   5,420,878
     Extraordinary gain .......................              --                  --        1,242,003               --
                                                  -------------       -------------    -------------    -------------
     Net (loss) income.......................     $ (4,724,145)       $   4,163,206    $ (6,908,857)    $   5,420,878
                                                  =============       =============    =============    =============

Denominator:
     Weighted-average shares..............            3,352,624           3,350,624       3,352,504        3,321,888
                                                  -------------       -------------    -------------    -------------
     Denominator for basic net  (loss),
       income, basic and diluted loss before
       extraordinary gain and diluted net loss
       calculation.........                           3,352,624           3,350,624        3,352,504       3,321,888
     Weighted-average    effect   of   dilutive
       securities:
          Employee stock options............                 --             141,827               --          197,673
          Warrants..............................             --              57,085               --          128,468
                                                  -------------       -------------    -------------    -------------
     Denominator  for  diluted  net  income           3,352,624           3,549,536        3,352,504        3,648,029
                                                  =============       =============    =============    =============


(Loss) income per share:
     Basic
          (Loss)gain before extraordinary
             gain.............................    $      (1.41)       $        1.24    $      (2.43)    $        1.63
          Extraordinary gain ..................              --                  --             0.37               --
                                                  -------------       -------------    -------------    -------------
          Net (loss) income....................   $      (1.41)       $        1.24    $      (2.06)    $        1.63
                                                  =============       =============    =============    =============
     Diluted
          (Loss) gain before extraordinary
             gain.............................    $      (1.41)       $        1.17    $      (2.43)    $        1.49
          Extraordinary gain..................              --                   --             0.37               --
                                                  -------------       -------------    -------------    -------------
          Net (loss) income....................   $      (1.41)       $        1.17    $      (2.06)    $        1.49
                                                  =============       =============    =============    =============

</TABLE>

         Options  outstanding  during the three and nine months ended  September
30, 1999 to purchase  approximately 58,196 and 51,758 shares,  respectively,  of
common stock were not included in the  computation  of diluted  income per share
because the exercise  price of the options was greater  than the average  market
price  of  the  common  stock  during  the  period  and,  therefore,   would  be
anti-dilutive.  As a result of the net loss for the three and nine months  ended
September 30, 2000, options and warrants outstanding during this period were not
included in the  computation  of diluted loss per share because their  inclusion
would be anti-dilutive.

                                       11

<PAGE>



12.      Litigation
--       ----------

         The  Company  is  engaged in  various  matters  of  litigation  and has
unresolved  claims  pending.  While the amounts  claimed are substantial and the
ultimate outcome cannot be determined at this time, management believes that any
damages  payable by Point West Capital could be material to its  operations  and
liquidity  but not to its  financial  position.  See  "Other  Information--Legal
Proceedings."

         One such  matter  of  litigation  involves  SocietyPool  and a  dispute
between  Point West  Capital and two other  members of  SocietyPool.  See "Other
Information--Legal  Proceedings." In connection with the SocietyPool litigation,
the Company does not believe that two of the other  members of  SocietyPool  are
entitled  to the  requested  relief.  Nevertheless,  Point West  Capital  cannot
predict  whether or to what extent this matter will affect Point West  Capital's
decision to invest additional funds in SocietyPool, Point West Capital's role or
ownership percentage in SocietyPool,  the control of SocietyPool and its assets,
SocietyPool's   financial   condition,   or  the  continuing   consolidation  of
SocietyPool's  assets and  liabilities  with those of Point West Capital and its
other consolidated entities.

13.      Segment Reporting
---      -----------------

         Statement of Financial  Accounting Standards No. 131, Disclosures about
Segments of an Enterprise  and Related  Information,  establishes  standards for
reporting  information about operating  segments in annual financial  statements
and requires selected  information about operating segments in interim financial
reports.  Operating  segments are defined as components  of an enterprise  about
which separate financial information is available that is evaluated regularly by
the chief operating decision maker, or decision making group, in deciding how to
allocate  resources and in assessing  performance.  Point West  Capital's  chief
operating  decision making group is comprised of the Chairman of the Board,  the
President and the Chief Financial Officer.

         The  Company's   reportable   operating   segments  include   Ventures,
Allegiance  and Viatical  Settlements.  The Other  segment  includes  Point West
Capital, PWS and SocietyPool.  The accounting policies of the operating segments
are the  same as  those  described  in the  summary  of  significant  accounting
policies in the Form 10-K.

                                       12


<PAGE>


         The  following  tables  present  summary  results from segments for and
financial positions as of the three months ended September 30, 2000 and 1999.

<TABLE>
<CAPTION>


                                                    Three Months Ended September 30, 2000
                            ----------------------------------------------------------------------------------------

<S>                              <C>              <C>               <C>                  <C>                 <C>
                                                                     Viatical
                                                                     --------
                                  Ventures         Allegiance       Settlements(1)         Other             Total
                                  ---------       -----------       -------------          -----             -----
Interest income......        $      48,360      $    710,507         $         --       $     32,286      $     791,153
Net loss on
securities   ........          (2,692,496)               --                    --                 --        (2,692,496)
Other income .........                  --             6,010               54,000                 54             60,064
                               ------------      ------------        ------------        ------------      ------------
Total (loss) income .          (2,644,136)           716,517               54,000             32,340        (1,841,279)
Interest expense......             127,575           614,199                   --                 --            741,774
Depreciation and
   amortization.......              14,375            19,233                   --              5,808             39,416
Contributed net
(loss) income (2)....        $ (2,788,683)     $   (867,713)        $      54,000       $ (1,121,749)      $ (4,724,145)
                             =============      =============        =============       =============    =============
Identifiable assets...       $ 16,936,901      $  35,029,759         $ 31,186,075       $  7,350,071      $  90,502,806
                             =============      =============        =============       =============    =============

</TABLE>


<TABLE>
<CAPTION>


                                                    Three Months Ended September 30, 1999
                            ----------------------------------------------------------------------------------------

<S>                              <C>              <C>               <C>                  <C>                 <C>
                                                                     Viatical
                                                                     --------
                                  Ventures         Allegiance       Settlements(1)         Other             Total
                                  ---------       -----------       -------------          -----             -----
Interest income......        $      475,996     $    517,361         $     19,488      $      61,393      $   1,074,238
Net gain on
securities   ........             3,499,686              --                    --          2,447,037          5,946,723
Other income (3)......                   --           10,000               99,052              9,134            118,186
                               ------------      ------------        ------------        ------------      ------------
Total income..........            3,975,682          527,361              118,540          2,517,564          7,139,147
Interest expense......               52,478          381,036              879,651                 --          1,313,165
Depreciation and
   amortization.......                7,500           67,819               58,720              2,258            136,297
Income tax expense
 (2) .................                   --         (30,380)                   --          (516,885)          (547,265)
Contributed net
 income (loss) (2)....       $    3,912,443    $   (156,166)         $  (884,027)       $  1,290,956      $   4,163,206
                               =============     =============      =============       =============     =============
Identifiable assets...       $   20,791,042    $  29,915,252         $ 33,962,584       $ 10,410,243    $    95,079,121
                               =============     =============      =============       =============     =============

</TABLE>

                                     13
<PAGE>



         The following  tables present summary results from segments for and
financial  positions as of the nine months ended September 30, 2000 and 1999.

<TABLE>
<CAPTION>



                                                                 Nine Months Ended September 30, 2000
                               ---------------------------------------------------------------------------------------
<S>                                <C>                   <C>             <C>                <C>               <C>

                                                                      Viatical
                                 Ventures          Allegiance      Settlements (1)         Other             Total
                                 ---------         ----------      ---------------         -----             -----
Interest income......           $ 1,420,214       $ 2,388,887       $        6,818      $    145,507      $   3,961,426
Net loss on securities
   ...........                  (5,525,865)                --                   --                --         (5,525,865)
Other income .........               2,093              9,198              151,242            12,966            175,499
                                ------------      ------------        ------------      ------------       ------------
Total (loss) income..           (4,103,558)          2,398,085             158,060           158,473         (1,388,940)
Interest expense......             261,599           1,835,176             588,850                --          2,685,625
Depreciation and
   amortization.......              37,292             103,087                  --            13,508            153,887
Income tax
  (expense) benefit
(2).......................            (800)            (4,585)                  --         1,875,935          1,870,550
Extraordinary gain ..                   --                  --           1,242,003                --          1,242,003
Contributed net (loss)
   income (2)....               $ (4,429,057)    $ (1,896,265)       $     677,774       $(1,261,309)    $   (6,908,857)
                                  ===========      ===========         ===========       ===========        ===========
Identifiable assets....         $  6,936,901     $  35,029,759       $  31,186,075       $ 7,350,071     $   90,502,806
                                  ===========      ===========         ===========       ===========        ===========

</TABLE>
<TABLE>
<CAPTION>


                                                                 Nine Months Ended September 30, 1999
                                 ----------------------------------------------------------------------------------------
<S>                                <C>                   <C>             <C>                <C>               <C>

                                                                      Viatical
                                 Ventures          Allegiance      Settlements (1)        Other             Total
                                 --------          ----------      ---------------        -----             -----
Interest income......           $  795,579       $   1,109,725      $      65,178        $  174,227      $ 2,144,709
Net gain on
securities ...........           8,407,455                  --                 --         2,764,487       11,171,942
Other income (3)......              46,458              10,000            262,578           228,491          547,527
                                 ------------     ------------        ------------      ------------     -----------
Total income .........           9,249,492           1,119,725            327,756         3,167,205       13,864,178
Interest expense......             155,722             730,459          2,634,131                --        3,520,312
Depreciation and
   amortization.......              22,500             187,350            176,160             5,934          391,944
Income  tax   expense
   (2)........................       (800)            (43,880)              (800)         (519,285)        (564,765)
Contributed net income
   (loss) (2)....               $19,061,763      $   (346,432)      $ (2,765,830)      $  (528,623)     $  5,420,878
                                 ===========       ===========        ===========       ===========      ===========
Identifiable assets....         $20,791,042      $  29,915,252       $ 33,962,584      $ 10,410,243     $ 95,079,121
                                 ============      ===========       ============       ===========     ============

<FN>


(1)  The  Viatical   Settlements  segment  includes  results  of  operations in
     connection with viatical settlements for DPFC and Point West Capital.
(2)  Corporate  overhead and income tax (expense)  benefit are not  generally
     allocated  between  segments and are included in the Other segment.
(3)  Reflects "Other" and "Earned discounts on matured policies."
</FN>
</TABLE>

                                       14

<PAGE>


                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                -------------------------------------------------
                       CONDITION AND RESULTS OF OPERATIONS
                       ------------------------------------

         The  following  is  a  discussion  and  analysis  of  the  consolidated
financial  condition of the Company as of September 30, 2000, and of the results
of operations for the Company for the three and nine months ended  September 30,
2000 and 1999, and of certain factors that may affect the Company's  prospective
financial  condition and results of operations.  The following should be read in
conjunction  with the unaudited  consolidated  financial  statements and related
notes appearing elsewhere herein.

Overview
--------

         Point West  Capital is a  specialty  financial  services  company.  The
Company's  financial   statements   consolidate  the  assets,   liabilities  and
operations  of  Ventures,  Allegiance,  DPFC,  SocietyPool  and PWS.  Point West
Capital  is  currently   involved  in  litigation  with  two  other  members  of
SocietyPool  that may result in Point West Capital no longer  consolidating  the
assets,  liabilities,  and operations of SocietyPool. If Point West Capital were
required to discontinue consolidation of SocietyPool,  the Company would show an
investment in SocietyPool at lower of cost or market and would not show expenses
of SocietyPool.  See Note 12 of the Condensed  Notes to  Consolidated  Financial
Statements  and "Other  Information--Legal  Proceedings."  See the Form 10-K and
Condensed  Notes to Consolidated  Financial  Statements  (contained  herein) for
further information regarding these entities.

         During 1997,  the Company  expanded  its  financial  services  business
through the  operations  of Ventures,  which makes loans to and invests in small
businesses that are generally  focused in the areas of e-commerce,  Internet and
telecommunications;  and  Allegiance,  which lends to funeral  home and cemetery
owners.  During 1998,  the Company formed PWS, a  broker-dealer  licensed by the
NASD. On May 8, 2000, the Company formed SocietyPool.  SocietyPool was formed to
develop  and  pursue a new  financial  product.  It is still in the  development
stage. In connection with the principal business activity of the Company through
February 1997 (which was to provide  viatical  settlements  for  terminally  ill
persons),  Point West Capital  continues to service the life insurance  policies
held by its  wholly-owned  special purpose  subsidiary,  DPFC. See Note 6 of the
Condensed  Notes to  Consolidated  Financial  Statements.  See the Form 10-K for
further information regarding the Company's former principal business activity.

         At present, Allegiance's credit facility expires December 15, 2000. See
"Liquidity and Capital Resources." Allegiance is evaluating plans to continue to
grow its commercial lending business,  but it appears that at least in the short
run it will cease  originating  loans.  In  addition,  Ventures may be unable to
continue to grow its business. See Note 9 of the Condensed Notes to Consolidated
Financial Statements and "Liquidity and Capital Resources."

         Information  regarding  the  revenues,  contributed  income  (loss) and
identifiable  assets for each of the Company's business segments is contained in
Note 13 of the Condensed Notes to Consolidated Financial Statements.

         The Company continually  evaluates new business  opportunities.  In May
2000,  Point West Capital provided $1.8 million to fund  SocietyPool's  proposed
new  product  and  business  plan.  On  August  19,  2000,  Point  West  Capital
contributed an additional $1 million to SocietyPool.  A dispute  involving Point
West  Capital  and two of the other  members of  SocietyPool  is  currently  the
subject  of  litigation.  See Note 12 of the  Condensed  Notes  to  Consolidated
Financial Statements and "Other Information--Legal Proceedings." This proceeding
may  affect  the  Company's  decisions  concerning  the  additional  funding  of
SocietyPool   and,  thus,  its  ownership   percentage,   and  may  also  affect
SocietyPool's financial condition.  Ventures, Allegiance and PWS, whose business
activities  are  described  below,  may or may not be

                                       15

<PAGE>


indicative of the types of business  opportunities  the Company will continue to
pursue.  No  assurance  can be given  that the  Company  will be  successful  in
becoming a broad-based  specialty  financial  services  company or that any such
enterprise  will be  successful.  The Company is seeking  advice from  financial
advisors to assist it in its strategy of  developing  or acquiring new operating
businesses. See "Considerations Under the Investment Company Act of 1940."

Results of Operations for the Company
-------------------------------------

         Total  (Loss)  Income.  Total  loss was $1.8  million  during the three
months ended  September 30, 2000 compared to total income of $7.1 million during
the three  months  ended  September  30,  1999.  The total loss during the three
months ended  September 30, 2000 was primarily due to a $2.7 million net loss on
securities related to Ventures. In addition, total income decreased in the third
quarter  of 2000 due to a  $428,000  decrease  in  interest  income  related  to
Ventures  as a result of  Ventures  having  fewer debt  securities  for which it
received  warrants in the third quarter of 2000 compared to the third quarter of
1999.  See "Results of  Operations by  Segment--Ventures--Three  and Nine Months
Ended  September 30, 2000 Compared to the Three and Nine Months Ended  September
30, 1999--Net (Loss) Gain on Securities." Total loss was $1.4 million during the
nine months ended  September  30, 2000 compared to total income of $13.9 million
during the nine months ended  September 30, 1999. The total loss during the nine
months ended  September 30, 2000 was primarily due to a $5.5 million net loss on
securities  related to Ventures.  Offsetting the decrease during the nine months
ended  September  30,  2000  was a $1.8  million  increase  in  interest  income
primarily  related  to an  increase  in loans held by  Allegiance  and a warrant
received in connection with one of Ventures' debt securities.

         Total Expenses.  Total expenses  increased 20.8% to $2.9 million during
the three months  ended  September  30, 2000 from $2.4 million  during the three
months ended  September  30, 1999.  This  increase was  primarily  due to a $1.1
million  increase  in general and  administrative  expenses  (attributable  to a
$700,000 loss incurred in connection  with a loan  previously held by Allegiance
described below, and $304,000 in organizational and research expenses related to
SocietyPool).  In addition,  total expenses increased due to a $233,000 increase
in interest expense related to borrowings by Allegiance. Offsetting the increase
during the three months  ended  September  30, 2000 was an $880,000  decrease in
interest   expense   related   to  DPFC.   See   "Results   of   Operations   by
Segment--Viatical  Settlements--Certain Accounting Implications for DPFC." Total
expenses  increased 8.9% to $8.6 million during the nine months ended  September
30, 2000 from $7.9 million during the nine months ended September 30, 1999. This
increase  was  primarily  due  to  a  $1.3  million   increase  in  general  and
administrative  expenses  (attributable  to a  $1.3  million  loss  incurred  in
connection with a loan  previously held by Allegiance,  which was the subject of
litigation  and  settled  in the  third  quarter  of  2000  (see  Note 12 of the
Condensed    Notes   to   Consolidated    Financial    Statements   and   "Other
Information--Legal Proceedings") and $783,000 in royalty fees and organizational
and research  expenses  related to  SocietyPool).  An additional $1.1 million of
interest expense related to borrowings by Allegiance, and a $574,000 increase in
compensation and benefits due primarily to additional  employees and secondarily
to  salary  increases  also  contributed  to the  increase  in  total  expenses.
Offsetting the increase in total expenses during the nine months ended September
30, 2000 was a $2.0  million  decrease in interest  expense  related to DPFC and
$945,000 of litigation expense recorded in the second quarter of 1999 reflecting
the amount of the then  proposed  settlement  arrangement  of the federal  class
action and state  alleged class action  lawsuits not covered by  insurance.  The
court approved the settlement of these lawsuits in February 2000.

         Extraordinary   Gain.  In  accordance   with   Statement  of  Financial
Accounting  Standards  No. 15,  Accounting by Debtors and Creditors for Troubled
Debt Restructurings,  the Company recognized an extraordinary gain on a troubled
debt  restructuring  in the  amount  of $1.2  million,  net of  income  taxes of
$822,000, in March 2000 in connection with the DPFC Agreement described in Notes
6 and 8 of the Condensed Notes to Consolidated Financial Statements. As a result
of the DPFC Agreement,  the

                                       16

<PAGE>


Company reduced the outstanding principal amount of the Securitized Notes in the
consolidated balance sheet as of March 31, 2000 by $2.1 million to $36.4 million
(which equaled the face value of the life insurance policies and restricted cash
held by DPFC as of that  date)  and  recognized  income  in a like  amount.  See
"Results of  Operations  by  Segment--Viatical  Settlements--Certain  Accounting
Implications for DPFC."

Results of Operations by Segment
--------------------------------

     Ventures
     --------

         Accounting Considerations

         Beginning in 1999,  because of the  volatility of Internet and Internet
related stocks,  Point West Capital shorted stocks of certain competitors of one
of the investments held by Ventures.  The effect of those hedging activities was
reflected in the Company's consolidated statement of operations during the three
months ended March 31,  1999.  During  2000,  no such hedges were in place.  The
Company  recognized a $317,000 gain in connection  with such hedging  activities
during the first quarter of 1999. See "Item 3 --  Quantitative  and  Qualitative
Disclosures About Market Risk."

         Three and Nine Months Ended September 30, 2000 Compared to the Three
         and Nine Months Ended September 30, 1999

         Interest Income.  Interest income decreased to $48,000 during the three
months  ended  September  30, 2000 from  $476,000  during the three months ended
September  30, 1999.  This  decrease was  primarily  due to $383,000 of interest
income  recognized  during the three months ended September 30, 1999 as a result
of a warrant (valued using the Black-Scholes  option-pricing  model) received in
connection  with one of  Ventures'  loans.  Interest  income  increased  to $1.4
million during the nine months ended September 30, 2000 from $796,000 during the
nine months ended September 30, 1999.  This $604,000  increase was primarily due
to a $475,000  increase in  interest  income  recognized  during the nine months
ended   September  30,  2000  as  a  result  of  a  warrant  (valued  using  the
Black-Scholes option-pricing model) received in connection with one of Ventures'
debt securities, and secondarily due to higher cash balances held by Ventures.

         Net (Loss) Gain on Securities.  Net loss on securities was $2.7 million
during the three  months  ended  September  30,  2000  compared to a net gain on
securities of $3.5 million during the three months ended September 30, 1999. Net
loss on securities was $5.5 million  during the nine months ended  September 30,
2000 compared to a net gain on securities of $8.4 million during the nine months
ended  September 30, 1999. The net loss on securities  during the three and nine
months ended  September 30, 2000 was  primarily the result of the  write-down or
write-off of impaired  investments.  The write-downs or write-offs were a result
of deterioration of growth prospects for some companies and the uncertainty that
such companies will be able to raise  additional  capital in light of the market
downturn related to Internet and other technology  stocks.  Ventures  determined
that an aggregate $2.7 million  investment in the securities of seven  different
companies was impaired at September 30, 2000, and therefore  wrote-down the cost
of such investments  during the three months ended September 30, 2000.  Ventures
determined  that an aggregate $3.9 million  investment in the securities of four
different companies was impaired at June 30, 2000, and therefore  wrote-down the
cost of such investments  during the three months ended June 30, 2000.  Ventures
determined  that a  $750,000  investment  in  non-marketable  securities  of one
company was  impaired at March 31,  2000,  and  therefore  wrote-off  the entire
$750,000  carrying value of that investment  during the three months ended March
31, 2000. Such write-downs or write-offs were substantially larger than those in
1999. During the nine months ended September 30, 1999, a $535,000  investment in
the security of one company was written-off.  The Company does not write-down or
write-

                                       17

<PAGE>


off, through the consolidated statement of operations, any investments it
considers to be temporarily impaired.

         Interest  Expense.  Interest  expense  increased to $128,000 during the
three months ended September 30, 2000 from $52,000 during the three months ended
September  30, 1999 and to $262,000  during the nine months ended  September 30,
2000 from  $156,000  during the nine months ended  September  30, 1999 due to an
increase in funds  borrowed from the SBA in May 2000.  During the three and nine
months ended September 30, 2000, the weighted-average interest rate on the funds
borrowed from the SBA was 7.8% and 7.5%, respectively,  and the weighted-average
borrowings  were $6.5 million and $4.6  million,  respectively,  compared to the
weighted-average  interest rate of 6.9% and weighted-average  borrowings of $3.0
million during the three and nine months ended September 30, 1999.

     Allegiance
     -----------

         Accounting Considerations

         In connection with the Allegiance Financing,  Point West Capital agreed
to provide additional cash to Allegiance Trust I in the event that monthly LIBOR
interest  rates exceed 6.16%.  To date,  Point West Capital has been required to
make immaterial payments.  The amount of additional cash, if any, to be provided
is a function of several variables including the monthly LIBOR interest rate and
the  outstanding   balance  of  one  of  the  Allegiance   Financing   revolving
certificates.

         At December 31, 1999 one loan was in default and on non-accrual status.
In October 1999,  Allegiance  brought an action  seeking to collect on this loan
and the defendants  counterclaimed.  In September 2000,  Allegiance settled this
litigation. Allegiance incurred total losses of $1.3 million which are reflected
in other general and  administrative  expenses in the consolidated  statement of
operations for the nine month period ended  September 30, 2000.  Allegiance also
owns two  funeral  homes  valued at  $850,000  as a result  of this  settlement.
Allegiance  is now  operating  these two funeral  homes and is in the process of
attempting to sell its ownership  interest in them. See Note 12 of the Condensed
Notes  to  Consolidated  Financial  Statements  and  "Other   Information--Legal
Proceedings"  for a further  explanation of this litigation and  settlement.  At
September 30, 2000,  two other loans held by  Allegiance  were in default and on
non-accrual  status.  Based on appraisals of the collateral securing these loans
and on bids for the funeral homes  Allegiance is in the process of attempting to
sell, management believes that Allegiance will not incur further material losses
in connection with such loans and funeral homes.

         For information  regarding  accounting for the loans held by Allegiance
and the Allegiance Financing and loan levels, see Notes 5 and 7 of the Condensed
Notes to Consolidated Financial Statements.

         Three and Nine Months Ended September 30, 2000 Compared to the Three
         and Nine Months Ended September 30, 1999

         Interest Income. Interest income increased to $711,000 during the three
months  ended  September  30, 2000 from  $517,000  during the three months ended
September  30, 1999 and to $2.4 million  during the nine months ended  September
30, 2000 from $1.1 million during the nine months ended  September 30, 1999, due
primarily to increased lending activity by Allegiance. During the three and nine
months ended  September 30, 2000, the  weighted-average  interest rate earned on
the  loans  was  8.1%  and  8.6%  and  the  weighted-average  principal  amounts
outstanding were $36.0 million and $35.3 million, respectively,  compared to the
weighted-average  interest  rate of  8.8%  and  the  weighted-average  principal
amounts outstanding of $22.6 million and $16.1 million, respectively, during the
three and nine months ended  September 30, 1999. The  weighted-average  interest
rate calculations for the three and nine months ended

                                       18

<PAGE>


September  30, 2000 include the effect of two loans in the  aggregate  principal
amount of $3.9  million,  which were in default and on  non-accrual  status.  At
present,  Allegiance's  credit facility expires December 15, 2000. If Allegiance
is not able to replace or extend the current  facility,  Allegiance  will not be
able to grow its business. This inability would adversely affect interest income
levels in future periods. See "Liquidity and Capital Resources."

         Interest  Expense.  Interest  expense  increased to $614,000 during the
three  months ended  September  30, 2000 from  $381,000  during the three months
ended  September  30,  1999 and to $1.8  million  during the nine  months  ended
September 30, 2000 from $730,000 during the nine months ended September 30, 1999
as a result of increased borrowings under the Allegiance  Financing.  During the
three and nine months ended  September 30, 2000, the  weighted-average  interest
rate under the Allegiance Financing was 8.5% and the weighted-average borrowings
were  $29.1   million  and  $28.9   million,   respectively,   compared  to  the
weighted-average interest rate of 7.6% and weighted-average  borrowings of $16.5
million and $11.5 million, respectively,  during the three and nine months ended
September 30, 1999. At present,  Allegiance's  credit facility  expires December
15, 2000. If  Allegiance is not able to replace or extend the current  facility,
interest expense is not expected to increase in future periods.

         Compensation and Benefits.  Compensation and benefits increased $16,000
to $82,000 during the three months ended  September 30, 2000 from $66,000 during
the three months ended  September  30, 1999 and $103,000 to $284,000  during the
nine months ended  September 30, 2000 from $181,000 during the nine months ended
September  30,  1999.  This  increase  resulted  from the  hiring of  additional
employees in the second half of 1999 to support Allegiance's lending activities.

         Other   General  and   Administrative   Expenses.   Other  general  and
administrative  expenses  increased $731,000 to $869,000 during the three months
ended  September 30, 2000 from $138,000  during the three months ended September
30, 1999 and $1.8 million to $2.1 million during the nine months ended September
30, 2000 from $323,000  during the nine months ended  September  30, 1999.  This
increase  was due  primarily to a $1.3  million  loss  incurred  during the nine
months ended September 30, 2000 ($700,000 of which was incurred during the three
months ended  September 30, 2000) in connection with a defaulted loan previously
held by Allegiance, which was the subject of litigation and settled in the third
quarter of 2000.  See  "Allegiance--Accounting  Considerations,"  Note 12 of the
Condensed    Notes   to   Consolidated    Financial    Statements   and   "Other
Information--Legal Proceedings."

     Viatical Settlements
     --------------------

         The Viatical  Settlements  segment  includes  results of  operations in
connection with viatical settlements for DPFC and Point West Capital.

         Certain Accounting Implications for DPFC

         From June 30, 1996 through the  effective  date of the DPFC  Agreement,
the Company  recognized  income (earned  discounts) with respect to its viatical
settlement  business  upon receipt of proceeds on policies  (either  pursuant to
sale of the policy or the death of the insured).  Income recognized was equal to
the difference  between such proceeds (less any back-end  sourcing fees) and the
carrying  value of such policies  after giving effect to any reserve for loss on
the sale of such policies.

         In March 2000,  the Company and the  Noteholders  entered into the DPFC
Agreement  pursuant to which the Noteholders will provide funds through June 30,
2002 to pay  servicing  fees,  premiums  and certain  other costs of DPFC in the
event policy collections are insufficient.  Under the DPFC Agreement, Point West
Capital will  continue to act as servicer for a fee of $18,000 per month for the
period  March 2000  through  June 2002.  The DPFC  Agreement  also  provides the
Noteholders  with an  option  to  purchase

                                       19

<PAGE>


from Point West Capital the DPFC outstanding  stock for a nominal amount on June
30, 2002. If the Noteholders do not exercise such option, Point West Capital may
liquidate DPFC. See "Results of Operations for the Company--Extraordinary Gain."

         As a result of the DPFC  Agreement,  the Company will not recognize any
future  gain or loss  related to DPFC until the  Noteholders  purchase  the DPFC
stock or DPFC is liquidated pursuant to the DPFC Agreement.  The Company expects
to recognize a pre-tax gain in an amount approximately equal to the $4.6 million
accumulated  deficit  of DPFC upon the  occurrence  of  either of these  events.
Additionally,  when  the DPFC  stock is  purchased  or DPFC is  liquidated,  the
Company  will  have  income  tax  liability  associated  with the gain from debt
forgiveness.  The Company will be able to use the carryforward  losses from DPFC
to offset such liability,  unless the  carryforward  losses have been previously
utilized.  Since  March 2000 the  Company  has been and  through  June 2002 will
continue to  recognize  the  $18,000  monthly  servicing  fee paid to Point West
Capital as other income in the consolidated statement of operations.

         The Securitized  Notes represent the obligations  solely of DPFC. Point
West Capital did not  guarantee  repayment of the  Securitized  Notes and is not
required to fund any cash flow deficiencies thereunder.

         Three and Nine Months Ended September 30, 2000 Compared to the Three
         and Nine Months Ended September 30, 1999

         Interest Income.  DPFC did not recognize any interest income during the
three months ended September 30, 2000 and will not recognize any interest income
in any future  period.  See  "Certain  Accounting  Implications  for DPFC." DPFC
recognized  interest  income in the amount of $19,000 for the three months ended
September 30, 1999.  Interest  income  declined to $7,000 during the nine months
ended September 30, 2000 from $65,000 during the nine months ended September 30,
1999, as a result of the DPFC Agreement.

         Earned Discounts on Matured Policies. DPFC did not recognize any earned
discounts  on matured  policies  during 2000 and will not  recognize  any earned
discounts in any future period. See "Certain Accounting  Implications for DPFC."
Earned  discounts on matured  polices was $76,000 and $187,000  during the three
and nine months ended September 30, 1999, respectively.  During the three months
ended September 30, 2000,  four policies  matured with a face value of $389,000,
compared  to eleven  policies  with a face  value of  $783,000  during the three
months ended  September  30, 1999.  During the nine months ended  September  30,
2000,  24 policies  matured  with a face value of $1.2  million,  compared to 35
policies  with a face  value  of $2.2  million  during  the  nine  months  ended
September 30, 1999. As of September 30, 2000, the Company held 440 policies with
an aggregate  carrying  value of $30.9 million  (comprised of "matured  policies
receivable,"  "purchased  life  insurance  policies"  and a  portion  of  "other
assets")  and an  aggregate  face value of $35.9  million.  All of the  "matured
policies  receivable"  and "purchased  life  insurance  policies" are pledged as
security for the Securitized Notes.

         Interest  Expense.  As a  result  of the DPFC  Agreement,  DPFC has not
recognized any interest  expense related to the Securitized  Notes subsequent to
February  28,  2000 and will  not  recognize  interest  expense  related  to the
Securitized Notes in future periods. DPFC did not recognize any interest expense
for the three months ended September 30, 2000 compared to $880,000 for the three
months ended September 30, 1999. See "Certain Accounting Implications for DPFC."
Interest expense declined to $589,000 during the nine months ended September 30,
2000  (attributable  to January and February  2000) from $2.6 million during the
nine months ended September 30, 1999.

                                       20

<PAGE>


         Other General and Administrative  Expenses.  DPFC did not recognize any
general and  administrative  expenses for the three months ended  September  30,
2000 and will not  recognize  any  general  and  administrative  expenses in any
future period. See "Certain  Accounting  Implications for DPFC." DPFC recognized
other general and administrative  expense in the amount of $64,000 for the three
months ended  September  30, 1999.  Other  general and  administrative  expenses
declined  to  $133,000  during the nine  months  ended  September  30, 2000 from
$283,000 during the nine months ended September 30, 1999 as a result of the DPFC
Agreement.

     Other
     -----

         The Other segment  includes  operating  results for Point West Capital,
SocietyPool  and PWS.  Except for  compensation  and  benefit  expenses  clearly
attributable to Allegiance,  corporate overhead is included in the Other segment
and has not been allocated.  Activities for PWS were immaterial during the three
and nine months ended September 30, 2000 and 1999.

         Three and Nine Months Ended September 30, 2000 Compared to the Three
         and Nine Months Ended September 30, 1999

         Interest Income.  Interest income decreased to $32,000 during the three
months  ended  September  30, 2000 from  $61,000  during the three  months ended
September  30, 1999 and to $146,000  during the nine months ended  September 30,
2000 from $174,000  during the nine months ended  September 30, 1999,  primarily
due to a decrease in cash balances.

         Net (Loss) Gain on  Securities.  Point West  Capital  recognized a $2.4
million gain in the third quarter of 1999 in connection  with the sale of one of
its  investments.  Point West Capital did not realize any gains or losses on the
sale of investments  during the three and nine months ended  September 30, 2000.
In addition,  Point West Capital recognized a $317,000 gain in the first quarter
of 1999 in connection with hedging  activities of Internet  related stocks.  See
"Item 3--Quantitative and Qualitative Disclosures About Market Risk." There were
no hedging activities during the nine months ended September 30, 2000.

         Other Income.  Other income was  immaterial  for the three months ended
September  30,  2000 and 1999,  and  declined  94.3% to $13,000  during the nine
months  ended  September  30, 2000 from  $228,000  during the nine months  ended
September  30,  1999,  as a result  of a  decline  in fees  received  by PWS for
investment  banking services.  The amount and timing of these services in future
periods cannot be predicted because of the limited operations of PWS.

         Compensation and Benefits.  Compensation and benefits increased 9.8% to
$570,000  during the three months ended  September 30, 2000 from $519,000 during
the three  months  ended  September  30,  1999 due  primarily  to the  hiring of
additional   employees  in  2000  to  support   SocietyPool's   development  and
investigation of a new financial  product.  Compensation and benefits  increased
41.7% to $1.7 million during the nine months ended  September 30, 2000 from $1.2
million during the nine months ended  September 30, 1999.  This increase was due
primarily to the hiring of additional employees in 2000 to support SocietyPool's
development and  investigation of a new financial  product and secondarily to an
increase in salaries for  existing  Point West  Capital  employees  in 2000.  At
present,  Society Pool has no employees. As a result,  compensation and benefits
should decrease in the fourth quarter of 2000.

         Other   General  and   Administrative   Expenses.   Other  general  and
administrative  expenses  increased  to $578,000  during the three  months ended
September  30, 2000 from  $188,000  during the three months ended  September 30,
1999.  This increase was primarily due to $304,000 in  organizational,  research
and legal  expenses  related to  SocietyPool.  Other general and  administrative
expenses  decreased

                                       21

<PAGE>


20.0% to $1.6 million during the nine months ended  September 30, 2000 from $2.0
million  during the nine months ended  September  30, 1999  primarily due to the
$945,000 of litigation expense recorded in the second quarter of 1999 reflecting
the amount of the then  proposed  settlement  arrangement  of the federal  class
action and state  alleged class action  lawsuits not covered by  insurance.  The
court  approved the  settlement of these lawsuits in February 2000. In addition,
other general and administrative expenses decreased during the nine months ended
September  30,  2000 due to a  $140,000  write-off  of a loan  during the second
quarter of 1999.  Offsetting  such decrease was $783,000 in expenses  related to
SocietyPool.  At present,  Point West Capital is involved in litigation with two
other  members  and  former   employees  of   SocietyPool.   Other  general  and
administrative  expenses may increase in future periods as a result of increased
legal expenses in connection with such litigation.  See Note 12 of the Condensed
Notes  to  Consolidated  Financial  Statements  and  "Other   Information--Legal
Proceedings."

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

     Point West Capital, SocietyPool and PWS

         At present,  neither  Point West  Capital,  SocietyPool  nor PWS has an
external  funding  source  from which to fund its  working  capital  and general
corporate  needs.  During the nine months ended  September 30, 2000, the Company
supported the  operations of Point West Capital,  SocietyPool  and PWS primarily
from  existing cash  balances.  In prior  periods,  the Company  generated  cash
primarily  from sales  proceeds  of  investment  securities  and life  insurance
policies.  The Company used the cash to grow its  businesses.  At September  30,
2000,  Point West Capital,  SocietyPool and PWS' cash and cash  equivalents were
$3.3  million.  Cash and cash  equivalents  as of September  30, 2000 include $2
million  held  by  SocietyPool.  SocietyPool  is  the  subject  of a  bankruptcy
petition.  While the  petition is pending,  the Company  will not have access to
SocietyPool's  assets.  See  Note  12 of the  Condensed  Notes  to  Consolidated
Financial  Statements and "Other  Information--Legal  Proceedings."  The Company
continues to analyze its current and future needs for  financing,  which will be
dependent  on its ability to develop the  businesses  of  Ventures,  Allegiance,
SocietyPool and PWS, and any other business  opportunities  the Company pursues.
See  "Considerations  Under the  Investment  Company Act of 1940."  Assuming the
Company determines  additional funds are needed,  there can be no assurance that
it will be successful in obtaining  external  financing on satisfactory terms or
at all. The Company at present  anticipates having sufficient  liquidity to meet
the working capital and operational needs of Point West Capital, SocietyPool and
PWS through June 30, 2001,  using  current cash and cash  equivalents,  proceeds
from sales of investment securities and distributions from Ventures.

     Ventures

         Ventures'   activities   have   generally  been  supported  by  capital
contributions from Point West Capital, by the sale of investments, by loans from
the  SBA and the  repayment  by  obligors  of  loans.  Point  West  Capital  has
contributed $5.8 million to Ventures since  inception,  and during 2000 Ventures
distributed $4 million to Point West Capital.  During 1999,  Ventures  generated
$21.3 million of cash proceeds (net of commissions)  from the sale of securities
and  repayment  of loans.  During the nine  months  ended  September  30,  2000,
Ventures  generated $5.3 million of cash proceeds (net of commissions)  from the
sale of securities and repayment of loans. At September 30, 2000, Ventures' cash
and cash equivalents were $3.2 million.

         Ventures has an SBA debenture license and, therefore, may be permitted,
based on capital  contributions  by Point West Capital and realized gains on the
sale of  securities,  to borrow up to $16.6  million  from the SBA,  subject  to
complying  with  SBA  requirements.  As of  September  30,  2000,  Ventures  had
outstanding  commitments from the SBA to borrow an additional $6.0 million.  Any
borrowings  bear interest at the rate for ten years  debentures  issued by Small
Business Investment

                                       22

<PAGE>

Companies and funded through public  certificates  bearing the SBA's  guarantee.
Interest  is  payable  semi-annually.  In  addition,  there  is a  leverage  and
underwriting fee of 3.5% and a fee of 1% per annum on the outstanding  amount of
debt. In July 1998,  Ventures  borrowed $3.0 million from the SBA and on May 24,
2000, Ventures borrowed an additional $3.5 million.

         Ventures may not have sufficient liquidity, at least in the short term,
to grow its business.  Ventures may not be able to access  additional  debt from
the SBA as a result of Venture's  failure to  originate a  sufficient  amount of
debt  investments.  At  present,  Ventures  has  no  material  debt  investments
outstanding and, since inception of the SBA borrowings,  has made relatively few
debt  investments.  As a result,  the SBA could  prevent  further  borrowings by
Ventures and could also  accelerate  the payment of the  outstanding  debentures
because of a failure to comply with  applicable  SBA  debt/equity  requirements,
although the SBA has not indicated any intention to do so. In addition,  because
of laws and regulations  regarding the Investment Company Act of 1940 (the "1940
Act"),  the Company may be required to restrict  Ventures'  growth or dispose of
investments  in order to avoid  registration  under the 1940 Act at some time in
the future. See "Considerations Under the Investment Company Act of 1940."

     Allegiance

         As of September 30, 2000,  Point West Capital had invested $8.0 million
in  Allegiance  Capital.  In August 1998,  Allegiance  arranged  the  Allegiance
Financing. The Allegiance Financing expires December 15, 2000. Allegiance has no
current source of funding  available to make additional loans after December 15,
2000 and, as a result, no current ability to continue to grow its business.  See
Note 7 to the Condensed Notes to Consolidated  Financial Statements.  Allegiance
is  evaluating  its future plans and is unable to determine  its  operations  in
future periods.

     DPFC

         DPFC operations are in run-off.  Point West Capital,  as servicer under
the Securitized Notes,  performs  monitoring and collection  activities for DPFC
and incurs  administrative  costs associated with these  activities.  Point West
Capital is reimbursed for these costs subject to priority  provisions  contained
in  the  Indenture.   Principal,  interest  payments  and  other  costs  on  the
Securitized  Notes are payable solely from  collections  on policies  pledged to
secure the payment  thereof and do not require Point West Capital to expend cash
or obtain financing to satisfy such obligations.

Considerations Under the Investment Company Act of 1940
--------------------------------------------------------

         The 1940 Act creates a comprehensive  regulatory  framework  applicable
generally to investment  companies  (i.e.,  companies  engaged  primarily in the
business of investing,  reinvesting or trading in securities  within the meaning
of the 1940 Act, whether or not those companies  intend to be engaged  primarily
in such business). Companies that are subject to the 1940 Act must register with
the  SEC as  investment  companies  and  upon  registration  become  subject  to
extensive regulation.  The Company believes, based on its current activities and
the  nature  of its  assets,  that it should  not be deemed to be an  investment
company  because it is not  engaged  primarily  in the  business  of  investing,
reinvesting or trading in securities within the meaning of the 1940 Act, and the
rules of the SEC  promulgated  thereunder,  and does not hold  itself  out as an
investment company.

         There are also various percentages of assets and income tests and other
subjective  tests  under the 1940 Act and  related  rules that are  relevant  in
considering whether a company is deemed to be an investment company.

                                       23


<PAGE>

         Although  the  Company  believes  that it should not be deemed to be an
investment  company,  it is  possible  that it could be  deemed  one in the near
future as a result of the following:

         *        A  decline  in  the   Company's   non-investment   activities,
                  including  a  decrease  in   Allegiance's   loan   origination
                  activities and DPFC's future servicing activities;

         *        The  Company  has been  unable to  commence  or acquire  other
                  complementary  financial services  businesses as rapidly as it
                  had hoped;

         *        The success of  Ventures, which  holds a  number of investment
                  securities; and

         *        The success of other investments by the Company.

         The  majority of  investment  securities  held by the Company have been
acquired  since  January  1998.  As  those   investment   securities   increased
substantially in value, beginning in 1999, Ventures sold some of its investments
in part to  address  issues  under  the  1940  Act.  The  Company  has  realized
substantial gains in connection with the sales of some of these investments. The
proceeds of these sales have been invested in U.S. government securities pending
final use, which has included further investments by Ventures.

         The Company intends to pursue an aggressive  strategy to ensure that it
is not deemed to be an  investment  company.  Some  elements  of this  strategy,
however,  may at  least  in the  short  term  materially  adversely  affect  the
Company's financial condition or results of operations, or both. The elements of
this strategy, which are subject to the risks described below involve:

         *    Pursuing the growth of new operating businesses, by acquisition or
              internal development;

         *    Continuing to expand Allegiance's commercial lending business; and

         *    Continuing to dispose of investment  securities and/or restricting
              the growth of Ventures' business.  Although the Company intends to
              continue  Ventures'  investment  activities,  the Company does not
              intend to contribute more capital to Ventures.

Growth of New Operating Businesses

         The Company continues to seek advice from financial  advisors to assist
it in its strategy of developing or acquiring new operating  businesses  that do
not  involve  investment  securities.  Although  the  Company  intends to pursue
businesses that are  complementary to the Company's  current  businesses,  these
businesses may not necessarily involve financial services. These businesses will
be operating  entities that do not own, trade or hold any significant  amount of
investment  securities.  The Company  may not find any  suitable  businesses  to
acquire or develop on terms acceptable to the Company. In addition,  the Company
may not be able to successfully  integrate the operations of any new businesses.
Finally,  any new  businesses  may not  contribute  positively  to the Company's
financial condition or results of operations.

Continuing the Growth of Allegiance

         The Company is evaluating  its plans to continue to grow the commercial
lending business of Allegiance.  However,  the growth of Allegiance is dependent
on the market's  acceptance of the product offerings and services of Allegiance,
Allegiance's   continued   ability  to  raise   financing  for  its  activities,

                                       24

<PAGE>

Allegiance's  ability to find suitable  creditworthy  borrowers and  competitive
pressures in the lending industry.

Disposing of Investment Securities/Limiting Growth of Ventures

         The Company may determine that it must dispose of additional investment
securities to avoid being deemed to be an investment  company.  The dispositions
may  occur at times and on terms  that  would  not  maximize  the value of these
investments.  Given the volatile nature of the market,  and, in some cases, lack
of a  market,  for some of these  investments,  sales  could  occur at  severely
depressed  prices. In addition,  the dispositions may result in  disadvantageous
tax consequences. The Company intends to use any proceeds of any additional sale
to support its working  capital  (including  further  investments  by Ventures).
Pending final use,  proceeds of any  additional  sale will likely be invested in
U.S. government securities.

         The Company  also  currently  intends to limit the growth of  Ventures'
business.   Although  Ventures  intends  to  continue  investing  in  investment
securities,  the Company does not intend to contribute more capital to Ventures.
Limiting  Ventures' growth may materially  adversely affect the Company's future
financial condition and results of operations.

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

         This report includes  forward-looking  statements within the meaning of
the Private Securities Litigation Reform Act of 1995. All statements made herein
which are not based on historical  facts are forward  looking and,  accordingly,
involve  risks and  uncertainties  that  could  cause  actual  results to differ
materially from those discussed.  Such forward looking  statements include those
under  "Management's  Discussion and Analysis of Financial Condition and Results
of  Operations"  relating to (1) the amount derived from the sale of two funeral
homes now owned by Allegiance as a result of a litigation  settlement reached in
the third quarter of 2000, (2) the amount of any loss  experienced in connection
with two loans made by Allegiance  that are in default,  (3)  sufficiency of the
Company's   liquidity  and  capital   resources  (see   "Liquidity  and  Capital
Resources"),  (4) the  Company's  ability  to  continue  not  being  subject  to
registration  and regulation under the 1940 Act (see  "Considerations  Under the
Investment  Company  Act  of  1940"),  (5)  amounts  of  additional  cash  to be
contributed  to Allegiance  Trust I, (6) Ventures'  ability to borrow funds from
the SBA (see "Liquidity and Capital Resources"),  (7) SocietyPool's  development
and offering of a new type of financial product and (8) management's belief that
the Former CEO or the Former  Special  Consultant  is not entitled to the relief
requested   in   its   action   against   Point   West   Capital   (see   "Other
Information--Legal  Proceedings"). Such  statements  are  based on  management's
belief,  judgment and analysis as well as  assumptions  made by and  information
available to management at the date hereof.  In addition to any  assumptions and
cautionary  factors  referred to  specifically in this report in connection with
such forward  looking  statements,  factors  that could cause actual  results to
differ  materially from those  contemplated  by the forward  looking  statements
include  (1)  Allegiance's   ability  to  realize  upon  liquidation  the  value
attributed to the two funeral homes now owned by  Allegiance,  (2)  Allegiance's
ability to foreclose on the  collateral  and realize an amount on foreclosure at
least equal to the carrying value of two Allegiance loans which are currently in
default, (3) the results of the Company's consideration of strategic options and
any costs associated with a chosen option, (4) availability and cost of capital,
(5) the factors described under "Considerations Under the Investment Company Act
of 1940," (6) increases in the LIBOR rate and future amounts  outstanding  under
the Class A-R revolving  certificates,  (7) Ventures' ability to access more SBA
debt, (8) Ventures' ability to originate a sufficient amount of investments that
qualify  for  financing  under the SBA  regulations  and (9) the  outcome of the
litigation  relating  to  SocietyPool  and the  viability  of and  the  market's
acceptance of SocietyPool's new financial product.

                                       25

<PAGE>


ITEM 3--QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
------------------------------------------------------------------

         Market  risk  refers  to the risk  that a change in the level of one or
more market prices,  interest rates, or other market factors, such as liquidity,
will  result in losses for a  specified  position or  portfolio.  The  Company's
exposure to market risk arises  primarily from the Company's  investments in the
stock of public and  private  companies,  fixed rate loans and debt  investments
made by  Allegiance  and  Ventures  and  Allegiance's  variable  rate debt.  The
Company's   management  believes  the  Company's  risk  management  and  hedging
practices result in carefully managed market exposure.

         The Company has investment  holdings in various  companies.  Due to the
varying nature of these investments, it is difficult to correlate the effects of
the market to a particular  market index. The effects of the market are reviewed
by management on an individual investment-by-investment basis.

         During  1999,  the  Company  hedged a position  it held in an  Internet
service  provider and realized a $317,000 gain in  connection  with such hedging
activity.  At September 30, 2000 no hedges were in place.  However,  the Company
may hedge certain positions in the future.

         The table below  represents  principal cash flows and  weighted-average
interest rates for the Allegiance loans outstanding at September 30, 2000:

<TABLE>
<CAPTION>


                                 2000          2001           2002           2003           2004         Thereafter
                                 ----          ----           ----           ----           ----         ----------
<S>                               <C>          <C>           <C>             <C>             <C>             <C>


Fixed rate loans (1)(2)      $  158,530    $  825,846    $  909,704      $1,002,103     $1,103,917     $25,862,041
Average interest
     rates (1)                   9.7%          9.7%           9.7%           9.7%           9.7%            9.7%

<FN>


(1) The principal cash flows for fixed rate loans and average  interest rates do
    not include  two  defaulted  loans.
(2) The Company  hedges its interest rate exposure  related to the loans made by
    Allegiance because the interest rate at which Allegiance anticipates issuing
    term  certificates  in  connection  with  the  extension  of the  Allegiance
    Financing  will be set in the  future  at some  point.  Allegiance  utilizes
    futures  contracts to hedge certain  interest rate exposure between the time
    of  origination  of the  loans  and  the  expected  issuance  of  such  term
    certificates. At present, Allegiance has no open hedges.

</FN>
</TABLE>


         In connection with the Allegiance Financing,  Point West Capital agreed
to provide additional cash to Allegiance Trust I in the event that monthly LIBOR
interest  rates exceed  6.16%.  To date Point West Capital has been  required to
make immaterial payments.  The amount of additional cash, if any, to be provided
is a function of several variables including the monthly LIBOR interest rate and
the  outstanding   balance  of  one  of  the  Allegiance   Financing   revolving
certificates.

                                       26



<PAGE>


PART II.  OTHER INFORMATION
---------------------------

Item 1. Legal Proceedings
-------------------------

         (a) SocietyPool Matters
         -----------------------

         In  May  2000,  Point  West  Capital  and  three   individuals   formed
         SocietyPool.  SocietyPool  was  formed  to  develop  and  pursue  a new
         financial product. It has not commenced any operations,  as such. Point
         West Capital is a member and manager of SocietyPool with 51% voting and
         economic  interests.  There are three other members.  One is the former
         chief executive officer (the "Former CEO") of SocietyPool with a 15.67%
         voting  interest and a 15.44%  economic  interest.  Another is a former
         special consultant (the "Former Special Consultant") of SocietyPool and
         owns 33.33% voting interest and a 28.66% economic  interest.  The third
         has a 4.90% economic interest and no voting interest.

         Point  West  Capital   provided  $1.8  million  in  May  2000  to  fund
         SocietyPool's proposed new product and business plan. In July 2000, the
         Former Special  Consultant filed a claim with the American  Arbitration
         Association  seeking  arbitration of a dispute with Point West Capital.
         The claim sought emergency relief on issues relating to the control and
         management of  SocietyPool  and its assets.  The  emergency  relief was
         denied.  In July 2000,  the Former CEO resigned as such  claiming  that
         certain  actions  of  Point  West  Capital  which  are at  issue in the
         arbitration constituted constructive termination of his employment.  In
         August 2000,  the Former CEO filed an action in  arbitration  seeking a
         declaration that he was constructively terminated. Also in August 2000,
         SocietyPool  terminated  the Former  Special  Consultant  for cause and
         Point  West  Capital   filed  an  answer,   affirmative   defenses  and
         counterclaim against the Former Special Consultant and Former CEO and a
         third-party complaint against the Former CEO.

         In August  2000,  the  Former  CEO and the  Former  Special  Consultant
         delivered  a  "management  report"  to Point  West  Capital  which they
         contend  triggered  Point West  Capital's  option  under  SocietyPool's
         Operating   Agreement  to   contribute  an  additional  $1  million  to
         SocietyPool.  Although Point West Capital believes that the "management
         report" was  prepared and  submitted in bad faith,  in order to protect
         its  and  SocietyPool's  rights  and  interests,   Point  West  Capital
         contributed  $1 million in August 2000 to SocietyPool as a contribution
         pursuant  to  SocietyPool's  Operating  Agreement.  The  Former CEO and
         Former Special  Consultant have asserted that the  contribution did not
         comply with the  Operating  Agreement  and further  alleged  that, as a
         result,  Point West Capital ceased being the manager of SocietyPool and
         that Point West Capital's voting and economic  interests in SocietyPool
         were  reduced to 15.67%.  They have  further  alleged that they are the
         majority  owners  of  SocietyPool  and  that  one  is  the  manager  of
         SocietyPool.  They then filed a petition  in  bankruptcy  court (In Re:
         SocietyPool.com,  LLC, No.  11-00-14735 MA) on behalf of SocietyPool in
         September  2000.  Point  West  Capital  filed a motion to  dismiss  the
         bankruptcy  petition,  which is scheduled to be heard in November 2000.
         Management of Point West Capital  believes that the claims of the other
         two members of  SocietyPool  are without merit and that the  bankruptcy
         petition was fraudulently  filed.  Pending resolution of the bankruptcy
         action, the actions in arbitration have been stayed.

         The  outcome  of these  matters  cannot  be  determined  at this  time;
         however, the Company does not believe that the Former CEO or the Former
         Special  Consultant is entitled to the requested  relief in arbitration
         or to have filed the  bankruptcy  petition.  Point West Capital  cannot
         predict  whether or to what extent  this matter will affect  Point West
         Capital's  decision to invest  additional  funds in SocietyPool,  Point
         West Capital's role or ownership percentage in SocietyPool, the control
         of SocietyPool and its assets,  SocietyPool's  financial condition,  or
         the continuing  consolidation of

                                       27

<PAGE>


         SocietyPool's  assets and liabilities  with those of Point West Capital
         and its other consolidated entities.

         (b)  Allegiance Matters
         -----------------------

         In October 1999,  Allegiance brought an action in the District Court of
         Webb  County,  Texas  seeking to collect  on a  defaulted  loan with an
         outstanding  principal  balance of $2.1  million.  In  response  to the
         lawsuit,   on  October  29,  1999,  the  defendant  borrowers  filed  a
         counterclaim  against Allegiance and a third-party  petition against an
         individual who is an officer of Allegiance.  The  counterclaim  and the
         third-party petition alleged that Allegiance and the Allegiance officer
         committed fraud,  conversion,  deceptive trade  practices,  negligence,
         breach of fiduciary duty, negligent  misrepresentation,  conspiracy and
         other wrongful acts, and sought,  among other things,  compensatory and
         punitive damages (or cancellation of indebtedness),  interest, fees and
         costs.  The  defendants  had  owned one  funeral  home and  retained  a
         consulting  firm  owned by the  Allegiance  officer  to  consult in the
         acquisition  of two  funeral  homes  and to  assist  in  financing  the
         acquisition.   In  the  counterclaim  and  third-party  petition,   the
         defendants alleged, among other things, that (1) the Allegiance officer
         provided erroneous advice to the defendants, (2) the Allegiance officer
         failed to disclose his relationship  with Allegiance and (3) Allegiance
         wrongfully   exercised  its  rights  in  the  collateral  securing  the
         defaulted loan. In September 2000,  Allegiance,  the Allegiance officer
         and the defendants settled the actions. Under the settlement agreement,
         Allegiance  paid the  defendants  $150,000  and  released  its security
         interest in the  defendants  original  funeral  home,  one of the three
         funeral homes securing the $2.1 million loan;  the  Allegiance  officer
         made  a cash  payment  to  Allegiance  of  $50,000  and  agreed  to pay
         Allegiance $50,000 over three years;  Allegiance acquired the ownership
         of the two  additional  funeral homes  acquired with its loan proceeds;
         and all claims  against all parties were  dismissed.  Allegiance is now
         operating  those two funeral  homes and is in the process of attempting
         to sell its ownership interest in those two funeral homes.

                                       28
<PAGE>


Item 5. Other Information
-------------------------

         (a)      NASDAQ Stock MarketSM ("NASDAQ")

                  On  November  13,  2000,  the  Company  received a notice from
                  NASDAQ which indicated that,  because of the recent decline in
                  the price of the Company's Common Stock, the Company failed to
                  meet one of the listing  requirements  of the NASDAQ  National
                  Market(R)  ("NMS") to maintain a public  float having a market
                  value equal to at least $5 million.  NASDAQ indicated that, if
                  the Company did not satisfy such  requirement  by February 12,
                  2001,  NASDAQ  would  issue a formal  notice.  At present  the
                  Company has  approximately  2.1  million  shares in the public
                  float and does not know if it will satisfy  such  requirement.
                  At present,  the Company's desire is to maintain a listing for
                  its Common  Stock on the NMS,  but it is  possible  that,  not
                  withstanding  such desire,  the Company's Common Stock will be
                  delisted  from the NMS. The Company  believes  that its Common
                  Stock  satisfies  the  listing  requirements  for  the  NASDAQ
                  SmallCap  Market(R)  and may pursue such listing if the Common
                  Stock is delisted from the NMS. Another alternative is for the
                  Company's Common Stock to be traded on the NASDAQ OTC Bulletin
                  Board(R) or delisted entirely.

         (b)      Annual Stockholders' Meeting

                  The Company has  established  May 8, 2001 as the date on which
                  the  Company's  2001 annual  stockholders  meeting  ("The 2001
                  Meeting") will be held.  Pursuant to the Company's Amended and
                  Restated By-Laws,  as amended on May 16, 2000 and described in
                  our  Quarterly  Report on Form 10-Q for the quarter ended June
                  30,  2000,  the Company  must receive by December 15, 2000 any
                  proposal of a stockholder intended to be presented at the 2001
                  Meeting and to be included in the Company's  proxy,  notice of
                  meeting and proxy statement related to the Meeting pursuant to
                  Rule 14a-8  under the  Securities  Act of 1934 ("The  Exchange
                  Act"). Proposals of stockholders submitted outside the process
                  of Rule 14a-8 under the  Exchange Act in  connection  with the
                  2001 Meeting  ("Non-Rule 14a-8 Proposals") must be received by
                  the Company by February  13,  2001 or such  proposals  will be
                  considered untimely under the advance notice provisions of the
                  Company's   Second   Amended  and  Restated   Certificate   of
                  Incorporation  and  Amended  and  Restated  By-Laws,  each  as
                  amended (the "Charter Documents"). The Company's proxy related
                  to the 2001 Meeting will give  discretionary  authority to the
                  proxy  holders  to vote with  respect  to all  Non-Rule  14a-8
                  Proposals received by the Company after February 13, 2001. Any
                  stockholder  wishing to submit a proposal at the 2001  Meeting
                  must also comply with certain other  provisions of the Charter
                  Documents. Notices of stockholder proposals should be directed
                  to, and any request for a copy of the Charter Documents (which
                  will be provided  at no charge to any holder of the  Company's
                  Common Stock),  should be directed to:  Secretary,  Point West
                  Capital  Corporation,  1700 Montgomery Street,  Suite 250, San
                  Francisco, California, 94111.

                                       29
<PAGE>


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

         (a)      Exhibits:
                  Number           Description
                  ---------        -----------


                     27.1        Financial Data Schedule.

                     99.1        Press Release for Point West Ventures, L.P.


         (b)      Reports on Form 8-K filed during the quarter ended September
                  30, 2000:

                        Date        Item Reported          Matter Reported
                        ----        -------------          ---------------

                  August 14, 2000      5            The   Company   issued   a
                                                    press   release regarding
                                                    its  results of  operations
                                                    for the second quarter of
                                                    2000.

                                       30


<PAGE>



                                   SIGNATURES
                                   ==========

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.




                                              POINT WEST CAPITAL CORPORATION



Dated:  November 16, 2000                       /s/ ALAN B. PERPER
                                              --------------------------------
                                              ALAN B. PERPER
                                              President
                                              (Duly Authorized Officer)




Dated:  November 16, 2000                       /s/ JOHN WARD ROTTER
                                              --------------------------------
                                              JOHN WARD ROTTER
                                              Executive Vice President and
                                              Chief Financial Officer
                                              (Principal Financial and
                                              Accounting Officer)


                                       31