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 June 30, 1997
                                            -----------------------

                                       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)


                             DIGNITY PARTNERS, INC.
                             ----------------------
                   (Former name, if changed since last report)


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 July 31, 1997, there were 3,253,324 shares of the registrant's Common Stock
outstanding.


<PAGE>


                         POINT WEST CAPITAL CORPORATION
                         -------------------------------
                   (Formerly known as Dignity Partners, Inc.)
                   ------------------------------------------

                                      INDEX
                                      ------
                                                                     Page #
                                                                     -------

Part I
======

Item 1. Consolidated Financial Statements:

       Consolidated Balance Sheets
         June 30, 1997 and December 31, 1996                            1

                Consolidated Statements of Operations for the
                    Three Months and Six Months Ended
                    June 30, 1997 and 1996                              2

                Consolidated Statements of Cash Flows for the
                    Six Months Ended June 30, 1997 and 1996             3
                                                

                Condensed Notes to Consolidated Financial Statements   4-9

Item 2.  Management's Discussion and Analysis of Financial
               Condition and Results of Operations                    10-15


Part II

Item 1.  Legal Proceedings                                             16

Item 4.   Submission of Matters to a Vote of Security Holders         16-17

Item 6.  Exhibits and Reports on Form 8-K                              17


Signatures
----------                                                             18




                                      (i)


<PAGE>


                         POINT WEST CAPITAL CORPORATION

                   (Formerly known as Dignity Partners, Inc.)

                           CONSOLIDATED BALANCE SHEETS
                       June 30, 1997 and December 31, 1996

<TABLE>
<CAPTION>


                                                                                  June 30,             December 31,
                                 ASSETS                                             1997                   1996
                                                                             --------------------   --------------------
<S>                                                                                  <C>                               <C>


Cash and cash equivalents                                                  $          14,762,007  $           6,586,447
Restricted cash (note 6)                                                               4,130,519              4,625,663
Investment securities (fair value: $2,281,250) (note 2)                                2,275,551                      -
Matured policies receivable (note 6)                                                     577,702              1,181,513
Assets held for sale (note 3)                                                          1,258,451             11,520,103
Purchased life insurance policies (note 4)                                            37,915,436             41,246,239
Investment in convertible preferred shares (note 5)                                    1,678,478              3,000,000
Deferred financing costs, net of accumulated amortization of
           $498,836 and $381,690, respectively (note 4 and 6)                            569,764                681,910
Other assets                                                                             203,602                102,598
                                                                             --------------------   --------------------

           Total assets                                                    $          63,371,510  $          68,944,473
                                                                             ====================   ====================

                  LIABILITIES AND STOCKHOLDERS' EQUITY

Accrued expenses                                                           $             188,268  $             190,894
Accounts payable                                                                         883,858                320,577
Accrued compensation payable                                                              99,971                186,390
Payable for policies purchased                                                                 -                427,553
Reserve for equity interest in wholly owned financing
           subsidiary (note 4)                                                         4,306,880              6,452,589
Long term notes payable  (note 6)                                                     38,900,690             41,218,205
Deferred income taxes  (note 7)                                                            6,000                  6,000
                                                                              -------------------   --------------------
                                                                             

           Total liabilities                                                          44,385,667             48,802,208
           
                                                                             --------------------   --------------------

Stockholders' equity:
           Common stock, $0.01 par value; 15,000,000 authorized shares,
                4,291,824 and 4,291,824 shares, respectively, issued,
                3,253,324 and 4,146,824 shares, respectively, outstanding                 42,918                 42,918
           Additional paid-in-capital                                                 29,496,720             29,496,720
           Retained earnings (deficit)                                                (7,679,763)            (9,007,373)
           Treasury stock, 1,038,500 and 145,000 shares,
                respectively (note 8)                                                 (2,874,032)              (390,000)
                                                                             --------------------   --------------------

           Total stockholders' equity                                                 18,985,843             20,142,265
                                                                             --------------------   --------------------

           Total liabilities and stockholders' equity                      $          63,371,510  $          68,944,473

                                                                             ====================   ====================

<FN>
            See accompanying condensed notes to Consolidated financial statements

</FN>
</TABLE>


                                       1

<PAGE>


                         POINT WEST CAPITAL CORPORATION

                   (Formerly known as Dignity Partners, Inc.)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
            For the Three and Six Months Ended June 30, 1997 and 1996

<TABLE>
<CAPTION>


                                                                   Three Months Ended                  Six Months Ended
                                                                        June 30,                           June 30,

                                                                    1997           1996               1997           1996
                                                                -------------  -------------      -------------  -------------

<S>                                                                 <C>            <C>                <C>              <C>

Income:
     Earned discounts on life insurance policies (note 9)                  -      1,884,431                  -      3,697,032
     Earned discounts on matured policies (note 9)                   101,691              -            285,977              -
     Interest income                                                 337,574        281,919            545,210        456,913
     Gain on sale of convertible preferred shares (note 5)                 -              -            699,665              -       
     Net gain on assets sold (note 3)                                492,217              -          1,362,858              - 
     Other                                                            38,681         35,924             69,875        166,650
                                                                -------------  -------------       -------------  -------------
                                                                                                  
           Total income                                              970,163      2,202,274          2,963,585      4,320,595

Expenses:
     Interest expense                                                885,789        967,185          1,824,259      1,974,938
     Compensation and benefits                                       283,825        305,618            554,108        624,653
     Other general and administrative expenses                       459,377        446,417          1,025,113        666,793
     Amortization                                                     58,720         91,773            117,146        179,566
     Depreciation                                                          -         10,018                  -         19,967
                                                                -------------  -------------      -------------  -------------
           Total expenses                                          1,687,711      1,821,011          3,520,626      3,465,917
                                                                -------------  -------------      -------------  -------------

           Income (loss) before income taxes and net loss in
              wholly owned financing subsidiary charged to
              reserve for equity interest                          (717,548)        381,263          (557,041)        854,678

Income tax expense (note 7)                                                -       (187,614)                -        (367,512)

Net loss in wholly owned financing subsidiary charged
     to reserve for equity interest (note 4)                         949,958              -          1,884,651              -

                                                                -------------  -------------     --------------  ---------------
           Net income                                         $      232,410 $      193,649     $    1,327,610 $      487,166
                                                                =============  =============      =============  =============


Net income per share (note 8)                                           0.06           0.05               0.34           0.13

Weighted average number of shares of common stock
     and common stock equivalents outstanding (note 8)             3,597,732      4,291,824          3,848,254      3,686,686



<FN>

     See accompanying condensed notes to consolidated financial statements


</FN>
</TABLE>


                                       2
<PAGE>
                         POINT WEST CAPITAL CORPORATION

                   (Formerly known as Dignity Partners, Inc.)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 For the Six Months Ended June 30, 1997 and 1996

<TABLE>
<CAPTION>

                                                                                       Six Months Ended
                                                                                           June 30,

                                                                                     1997                    1996
                                                                             ---------------------   ---------------------
<S>                                                                                   <C>                     <C>
Cash flows for operating activities:
    Net income                                                            $             1,327,610 $               487,166
    Adjustments to reconcile net income to net cash
         provided by operating activities:
          Depreciation and amortization                                                   117,146                 199,533
          Write-off of furniture and equipment                                                  -                 12,303
          Net gain on assets sold                                                     (1,362,858)                       -
          Gain on sale of convertible preferred shares                                  (699,665)                       -           
          Earned discounts on policies                                                  (285,977)             (3,697,032)
          Purchase of life insurance policies                                           (915,272)            (19,072,306)
          Collections on matured life insurance policies                                4,215,074               8,730,316
          Increase in unearned income                                                           -                  86,588
          Increase in other assets                                                      (101,004)               (160,345)
          Increase in deferred taxes                                                            -                 367,512
          Decrease in accrued expenses                                                    (2,626)                (96,120)
          Increase (decrease) in accounts payable                                         563,281               (109,514)
          Decrease in IPO financing costs payable                                               -               (306,900)
          Decrease in payable to related party                                                  -             (1,482,170)
          Decrease in accrued compensation payable                                       (86,419)               (737,959)
          Decrease in reserve for equity interest in wholly
                    owned financing subsidiary                                        (1,884,651)                       -
                                                                             ---------------------   --------------------

                    Net cash provided by (used in) operating activities                   884,639            (15,778,928)
                                                                             ---------------------   --------------------

Cash flows from investing activities:
    Proceeds from sale of assets held for sale                                         11,856,688                       -     
    Purchase of furniture and equipment                                                         -                 (6,776)    
    Decrease (increase) in restricted cash                                                495,144               (807,396)
    Increase in marketable securities                                                 (2,275,551)             (4,107,502)
    Proceeds from sale of convertible preferred shares                                  2,021,187                       -
                                                                             ---------------------   ---------------------
                    Net cash provided by (used in) investing activities                12,097,468             (4,921,674)
                                                                             ---------------------   ---------------------

Cash flows from financing activities:
    Proceeds from long term notes payable                                                       -               6,375,000
    Principal payments on long term notes payable                                     (2,317,515)                       -        
    Proceeds from other long term debt                                                         -                4,275,024       
    Principal payments on other long term debt                                                  -             (3,609,521)
    Distribution to limited partners                                                            -               (783,313)
    Purchase of limited partners' interest in investment partnership                            -             (4,887,283)
    Principal payment on loan from stockholder                                                  -             (1,162,170)
    Proceeds from issuances of common stock                                                     -              25,273,968
    Purchase of treasury stock                                                        (2,484,032)                       -
    Increase in financing costs                                                           (5,000)                (88,000)
    Reimbursement of IPO financing costs                                                        -                 750,000
                                                                             ---------------------   --------------------

                    Net cash provided by (used in) financing activities               (4,806,547)              26,143,705
                                                                             ---------------------   ---------------------

                    Net increase in cash and cash equivalents                           8,175,560               5,443,103

Cash and cash equivalents, beginning of period                                          6,586,447               1,056,611
                                                                             ---------------------   ---------------------

Cash and cash equivalents, end of period                                  $            14,762,007 $             6,499,714
                                                                             =====================   =====================

Supplemental disclosure of cash flow information:

    State taxes paid                                                     $                 31,456 $                 5,693
    
                                                                             =====================   =====================

    Cash paid for interest                                                $             1,826,885 $             2,071,058




                                                                             =====================   =====================


<FN>


See accompanying condensed notes to consolidated financial statements

</FN>
</TABLE>



                                       3

<PAGE>


                         POINT WEST CAPITAL CORPORATION
                         -------------------------------
                   (Formerly known as Dignity Partners, Inc.)
                   -------------------------------------------

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

1.   General Description
--   --------------------
   
     The  unaudited  consolidated  financial  statements  of Point West  Capital
Corporation  (formerly  known as Dignity  Partners,  Inc.) and its  consolidated
entities  ("Point West"or the  "Company") as of June 30, 1997 and for the three
and six  month  periods  ended  June 30,  1997 and 1996 have  been  prepared  in
accordance with generally accepted  accounting  principles 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 six month periods ended June
30, 1997 are not  indicative  of the results that may be expected for the entire
1997 fiscal  year.  The balance  sheet as of December  31, 1996 has been derived
from the audited financial  statements of the Company.  The statements  included
herein should be read in conjunction with the audited  financial  statements and
notes thereto  included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1996 (the "Form 10-K").

     Point West is a specialty  financial services company.  Until February 1997
the Company  provided  viatical  settlements  for  terminally  ill persons.  See
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations  -- Cessation of Viatical  Settlement  Business;  Sale of Assets."On
June 3, 1997 the  Company  formed a limited  partnership  called  Fourteen  Hill
Capital,  L.P.  ("Fourteen Hill Capital") and a wholly-owned  limited  liability
company  called  Fourteen Hill  Management,  LLC ("Fourteen  Hill  Management").
Fourteen Hill Management is the general partner of Fourteen Hill Capital and, at
present, Point West is the only limited partner. Fourteen Hill Capital has filed
an application with the Small Business Administration to become a small business
investment  company.  The Company  also  continues  to analyze  other  strategic
options and to explore its overall strategic direction.

2.       Investment Securities
--       ----------------------

     The Company classifies  securities for which it has the positive intent and
ability to hold to maturity as held-to-maturity  securities. Such securities are
reported at amortized  cost. As of June 30, 1997 all investment  securities were
classified as held-to-maturity securities.






                                       4

<PAGE>


3.       Assets Held for Sale and Related Sale Agreements
--       -------------------------------------------------

     As a result of the Company's  decision in 1996 to sell all or substantially
all of its assets,  it reclassified all assets owned as of such date, other than
the assets of its  wholly-owned  special purpose  subsidiary,  Dignity  Partners
Funding  Corp. I ("DPFC"),  to a  "held-for-sale"  category.  Accordingly,  such
assets are  recorded on the balance  sheet as of June 30,  1997 and December 31,
1996 at the lower of carrying  value or fair value less  estimated cost to sell.
In  connection  with the  decision  to sell  assets,  during  1996  the  Company
established  a reserve for loss on sale of assets.  Assets held for sale consist
of:
<TABLE>

                         Assets Held for Sale
                         =====================

<CAPTION>


                                                           June 30, 1997          December 31, 1996
                                                           -------------          -----------------
<S>                                                         <C>                      <C>


      Capitalized costs                                    $ 1,547,549                 14,089,124
      Earned discounts on life insurance policies               59,977                    380,692
      Reserve for loss on sale                                 (349,075)               (2,949,713)
                                                           ---------------             ------------     
      Assets held for sale                                   $ 1,258,451               11,520,103
                                                           ================            =============  

</TABLE>
          

     The  calculation  of reserve for loss on sale of assets for life  insurance
policies  held for sale was  calculated  based on the life  expectancies  of the
insureds  under the  policies in  relation to prices  obtained by the Company in
connection  with other  sales.  Any gain or loss due to the  difference  between
actual  proceeds  (less any back end sourcing fees) and the carrying value after
giving  effect to the  reserve  for loss on sale of assets will be reported as a
realized gain or loss on assets sold at the time sale proceeds are received.

     On September  27,  1996,  the Company  entered  into an  agreement  with an
unaffiliated  viatical settlement company to sell 197 policies with an aggregate
face value of $14.2 million for an aggregate consideration of approximately $8.7
million.  The  Company  established  a reserve  in the third  quarter of 1996 of
$1,792,087 in connection with policies  covered by the sale  agreement.  Through
June 30, 1997,  186 policies  with an aggregate  face value of $13.5 million had
been sold,  of which 46 policies  with an  aggregate  face value of $1.9 million
were  sold in the  fourth  quarter  of 1996  (resulting  in a  realized  gain of
$120,000),  136 policies with an aggregate face value of $11.4 million were sold
in the first  quarter of 1997  (resulting  in a realized gain of $426,000) and 4
policies  with an  aggregate  face  value of  $175,000  were sold in the  second
quarter of 1997 (resulting in a realized loss of $5,000). Seven policies covered
by the sale  agreement  were not sold  because  the  insured  died  prior to the
issuing  insurance  company's  acknowledgment  of transfer of  ownership  of the
policy and the Company  collected  the death  benefit  instead of selling  those
policies. As of June 30, 1997, the remaining four policies (with a face value of
$245,000) were pending acknowledgment of transfer of ownership.

     On  January  16,  1997  the  Company  entered  into  an  agreement  with an
unaffiliated  viatical  settlement company to sell 18 policies with an aggregate
face value of $1.0  million  for  approximately  $710,000.  Such  policies  were
carried on the balance  sheet at December  31,  1996 at  approximately  $590,000
after  giving  effect to the  reserve  for loss on sale of assets.  In the first
quarter of 1997, the Company completed the sale of 17 policies with an aggregate
face value of $990,000  and  realized a gain of $121,000  associated  with these
policies. As of June 30, 1997, the remaining policy with a face value of $25,000
was pending acknowledgment of transfer of ownership.

     On  February  10,  1997  the  Company  entered  into an  agreement  with an
unaffiliated  viatical  settlement company to sell 67 policies with an aggregate
face value of $4.5 million for  approximately  $3.0 million.  Such policies were
carried on the balance sheet at December 31, 1996 at approximately  


                                      5


<PAGE>


$2.2 million after giving effect to the reserve for loss on sale of assets.
Through June 30, 1997, 60 policies with an aggregate  face value of $3.8 million
had been sold, of which 35 policies with an aggregate face value of $1.7 million
were  sold  in the  first  quarter  of 1997  (resulting  in a  realized  gain of
$295,000) and 25 policies with an aggregate face value of $2.1 million were sold
in the second quarter of 1997 (resulting in a realized gain of $343,000).  As of
June 30,  1997,  the  remaining 7 policies  with a face value of  $684,000  were
pending acknowledgment of transfer of ownership.

     On  March  24,  1997  the  Company   entered  into  an  agreement  with  an
unaffiliated  viatical  settlement company to sell 31 policies with a face value
of $2.9 million for  approximately  $1.7 million.  Such policies were carried on
the balance sheet at March 31, 1997 at  approximately  $1.5 million after giving
effect to the reserve for loss on sale of assets. In the second quarter of 1997,
the Company  completed the sale of 22 policies  with an aggregate  face value of
$2.1 million and realized a gain of $133,000 associated with these policies. One
policy covered by the sale agreement was not sold because the insured died prior
to the issuing  insurance  company's  acknowledgment of transfer of ownership of
the policy and the Company  collected the death benefit  instead of selling this
policy.  As of June 30,  1997,  the  remaining  8 policies  with a face value of
$861,000 were pending acknowledgment of transfer of ownership.

     The policies  representing  "assets held for sale"  consist of the policies
under the aforementioned  sales agreements for which the Company is awaiting the
acknowledgment of transfer of ownership by the applicable  insurance company and
the payment  therefor by the applicable  purchaser. The Company is experiencing
delays or difficulties in transferring the ownership of certain policies and, if
it is  unsuccessful  in  transferring  the  ownership of such  policies,  due to
contractual  provisions  in the related sales  agreements  the sales will not be
consummated.

4.       Purchased Life Insurance Policies
--       ----------------------------------

     Effective July 1996,  purchased life insurance  policies  consisted only of
those policies held by DPFC. The sale of policies held by DPFC, all of which are
pledged under the indenture  pursuant to which the Securitized Notes (as defined
in Note 6) were  issued,  requires  the  consent  of all of the  holders  of the
Securitized  Notes  ("Noteholders")  and the Company.  The Company has discussed
potential  sales of DPFC policies  with the  Noteholders;  however,  the Company
cannot  determine  whether the  Noteholders  and the Company will decide to sell
such policies or whether such a sale is feasible.  A reserve was recorded in the
third  quarter of 1996 to reflect the  estimated  loss of the  Company's  equity
interest in DPFC. As of June 30, 1997 the reserve was $4.3 million.  The reserve
provides  for the  write-off  of  deferred  financing  costs and the  unrealized
residual value associated with DPFC.

5.       Investment In Convertible Preferred Shares
--       -------------------------------------------
     On November 4, 1996, the Company purchased 21,517,100 convertible preferred
shares for $3.0 million  (representing  approximately 30% of the fully converted
common  equity  interest)  in  American  Information  Company,  Inc.  ("American
Information"),  a privately  held company  which,  among other things,  provides
information  services  to  individuals  owning or  purchasing  automobiles.  The
Company has an option,  through  September  1997, to purchase for  approximately
$1.1  million  8.2  million  additional  shares  of  common  stock  of  American
Information. On March 18, 1997, the Company, following conversion of 8.2 million
shares of convertible preferred stock into 8.2 million shares of common stock of
American  Information,  sold such shares (approximately 38% of the Company's 30%
equity  investment in American  Information) to an unaffiliated  third party for
$1.83  million.   The  Company  recognized  a  $700,000  pre-tax  gain  on  this
transaction  in the first  quarter of 1997.  At June 30, 1997 the Company  owned
approximately  13.2% of the equity of American  Information and the shares which
the Company is entitled to purchase under the option  represented  


                                       6

<PAGE>



approximately  8.0% of the  equity of  American  Information.  The  Company
accounts for its investment using the cost method. If the equity method had been
applied  Dignity  Partners  would  have  recorded  a loss  associated  with  the
investment  in the first half of 1997 of  $490,000  which is  equivalent  to the
Company's pro rata share on an as if converted  basis in American  Information's
loss for the first half of 1997.

6.       Long Term Notes Payable
--       ------------------------

     The Senior Viatical Settlement Notes, Series 1995-A,  Stated Maturity March
10, 2005 (the  "Securitized  Notes")  issued by DPFC  initially  provided  for a
maximum lending commitment of $50 million.  As a result of an early amortization
event in June 1996,  the  maximum  lending  commitment  was  reduced to the then
outstanding  principal  amount  ($45.5  million) and  principal  payments on the
Securitized  Notes began in July 1996.  Principal  and interest  payments on the
Securitized  Notes are payable solely from  collections on pledged  policies and
deposited funds. The Securitized Notes are reported on the balance sheet as long
term notes payable.  The  Securitized  Notes bear a fixed interest rate of 9.17%
per annum.

     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  Corporation.  The  assets  of DPFC  are the
beneficial  ownership  interests in the life insurance  policies and funds which
secure the  Securitized  Notes.  To the extent  that the book value of assets of
DPFC  become  less  than  the  outstanding  balance  of the  Securitized  Notes,
generally accepted accounting principles  nonetheless would require a loss to be
recorded.  Upon the  retirement  or maturity  of the  Securitized  Notes,  under
generally  accepted  accounting  principles  the Company would  recognize a gain
equal to any such losses previously  recognized.  At June 30, 1997, the carrying
value of the assets of DPFC were $42.4 million  (consisting  of $37.9 million in
purchased life insurance  policies,  $4.0 million in restricted  cash on deposit
with a trustee  for the  benefit  of the  Noteholders  and  $527,000  in matured
policies receivable).

     Point West is the  servicer of the  policies  pledged  under the  indenture
pursuant  to which the  Securitized  Notes  were  issued  and  incurs  servicing
expenses  (which  are  reimbursed,  subject  to certain  priority  payments)  in
connection therewith.

7.       Deferred Income Taxes
--       ----------------------

     Prior to September 30, 1996,  the Company had provided for deferred  income
taxes related to income accrued on purchased life  insurance  policies.  Because
these  policies have been sold, or are  anticipated  to be sold, at a loss,  the
Company  determined  that the  deferred  tax  liability  associated  with  these
policies is not  required.  The Company has  provided  for  miscellaneous  state
income tax liabilities expected to be incurred.  For the year ended December 31,
1996,  the Company had a deferred  tax asset  resulting  primarily  from tax net
operating loss  carryforwards.  A valuation  allowance was established to reduce
the amount of the gross  deferred  tax asset to that  amount  deemed more likely
than not to be utilized.

     In the first half of 1997,  the  Company's  provision  for income taxes was
offset by a reduction in the valuation  allowance  previously  established.  The
valuation allowance has been reduced to reflect that portion of the deferred tax
asset which will more likely than not be utilized based on anticipated  earnings
for the year ending December 31, 1997.


                                      7

<PAGE>

8.       Common Stock
--       ------------
       

         Changes in stockholders' equity during the first six months of 1997 
         reflected the following:

<TABLE>
<S>                                                                           <C>

                     Stockholders' equity, beginning of period            $ 20,142,265
                          Net income                                         1,327,610
                          Treasury stock                                    (2,484,032)
                                                                          --------------  
                                                                           
                     Stockholders' equity, end of period                  $ 18,985,843
                                                                          ---------------
</TABLE>

                                                                           
     In October  1996,  the Board of Directors  of the Company  approved a share
repurchase program pursuant to which the Company was authorized to purchase from
time to time up to 1 million shares of Common Stock at prevailing market prices.
In June 1997 such  authority  was  increased  to 1.04  million  shares of Common
Stock. In June 1997, the Company completed the share repurchase program,  having
repurchased an aggregate of 1.04 million  shares at a weighted  average price of
$2.77 per share.

     The Company  will  implement  the  provisions  of  Statement  of  Financial
Accounting  Standards No. 128, Earnings per Share ("Statement  128", which will
be  effective  for interim and annual  financial  statements  issued for periods
ending after December 15, 1997.  Statement 128 simplifies the previous standards
for computing earnings per share ("EPS"),  replacing the presentation of primary
EPS with a  presentation  of basic EPS. It also  requires dual  presentation  of
basic and diluted EPS on the face of the income  statement for all entities with
complex capital structures, which applies to the Company.

9.       Earned Discounts
--       -----------------
     Earned  discounts  on  life  insurance  policies  reflects  the  amount  of
accretion  recorded  in the first half of 1996.  As a result of the  decision to
sell all or  substantially  all of the  Company's  assets,  any income since the
third  quarter  of 1996  have been  recorded  as earned  discounts  for  matured
policies only and recorded upon receipt of proceeds of policies (pursuant to the
death of the insured). Earned discounts for matured policies reflects the income
during the  relevant  period in 1997 on policies on which the Company  collected
the proceeds (pursuant to the death of the insured).


10.      Events Subsequent to the Balance Sheet Date
--       --------------------------------------------

         a. Name Change Amendment

     Since the Company no longer  engages in the viatical  settlement  business,
the Board of Directors  determined  that a change in the Company's name would be
appropriate.  The Company sought and received in June 1997 stockholder  approval
to amend the  Company's  certificate  of  incorporation  to change its name from
Dignity Partners,  Inc. to Point West Capital  Corporation.  The name change was
effective August 1, 1997.

         b. Litigation

     On December 19, 1996, a complaint was filed in the United  States  District
Court,  Northern  District of  California  (the "Court")  (Docket No.  C96-4558)
against Dignity  Partners,  Inc. and each of its directors by three  individuals
purporting to act on behalf of themselves and an alleged class consisting of all
purchasers of the Company's  common stock during the period February 14, 1996 to
July 16, 1996. The complaint alleged that the defendants  violated Section 10(b)
of the Securities  Exchange Act of 1934 and Rule 10b-5 thereunder and Section 11
of the  Securities  Act of 1933 and  seeks,  among  other  things,  compensatory
damages,  interest,  fees and  costs.  The  allegations  were  based on  alleged
misrepresentations  in and omissions from the Company's  registration  statement
and  

                                       8

<PAGE>


prospectus  related to its initial  public  offering and certain  documents
filed by the Company under the Exchange Act. On July 18, 1997, the Court granted
the  defendants'  motion to dismiss the complaint.  However,  the Court gave the
plaintiffs permission to file an amended complaint.  Such amended complaint will
need to be filed by September  8, 1997 or such later date as the Court  permits.
The Company and each of the  defendants  intend to continue to defend the action
vigorously.

     On February  13,  1997,  a  complaint  was filed in the  Superior  Court of
California, City and County of San Francisco (Docket No. 984643) against Dignity
Partners,  Inc.,  and  each of its  executive  officers  and New  Echelon  by an
individual  purporting  to  act on  behalf  of  himself  and  an  alleged  class
consisting of all  purchasers  of the  Company's  common stock during the period
February 14, 1996 to July 16, 1996.  The complaint  alleges that the  defendants
violated  section 25400 of the  California  Corporate  Code and seeks to recover
damages. The allegations are based on alleged misstatements,  concealment and/or
misrepresentations and omissions of allegedly material information in connection
with the Company's initial  public  offering and  subsequent  disclosures.  The
Company and each of the defendants intend to defend the action vigorously.


                                       9


<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 June 30,  1997 and of the results of  operations
for the Company for the three and six months  ended June 30, 1997 and 1996,  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.   For  the   reasons   set  forth   below   (including   the
reclassification  into  "assets held for sale" of a  substantial  portion of the
Company's  assets in 1996 and related  accounting  consequences),  the Company's
results of operations and cash flows for the three and six months ended June 30,
1997 are not  comparable  to those for the three and six  months  ended June 30,
1996.

Overview
---------

     Point  West  is a  specialty  financial  services  company.  The  Company's
financial statements consolidate the assets, liabilities and operations of DPFC,
the Company's  wholly-owned special purpose subsidiary through which the Company
issued  the  Securitized  Notes.  See the  Form  10-K  and  Notes 4 and 6 of the
Condensed  Notes to Consolidated  Financial  Statements  (contained  herein) for
further information regarding DPFC.

     Until  February  1997  the  Company  provided   viatical   settlements  for
terminally ill persons. See "Cessation of Viatical Settlement Business;  Sale of
Assets."  On June 3,  1997 the  Company  formed  a  limited  partnership  called
Fourteen Hill Capital, L.P. ("Fourteen Hill Capital") and a wholly-owned limited
liability   company  called  Fourteen  Hill  Management, LLC  ("Fourteen  Hill
Management").  Fourteen Hill  Management is the general partner of Fourteen Hill
Capital and, at present,  Point West is the only limited partner.  Fourteen Hill
Capital  has filed an  application  with the Small  Business  Administration  to
become a small  business  investment  company.  The Company  also  continues  to
analyze other strategic options and to explore its overall strategic direction.

Cessation of Viatical Settlement Business; Sale of Assets
----------------------------------------------------------
     The principal business activity of the Company through February 1997 was to
provide viatical  settlements for terminally ill persons. A viatical  settlement
is the  payment of cash in return  for an  ownership  interest  in, and right to
receive the death benefit (face value) from, a life insurance policy.

     On July 16, 1996 the Company announced that, in light of the data regarding
new  treatments  involving  combinations  of  various  drugs  presented  at  the
International  AIDS Conference held in Vancouver,  British Columbia in July 1996
(the "AIDS  Conference"),  the Company was  temporarily  ceasing  processing new
applications for policies insuring individuals afflicted with AIDS and HIV while
it further analyzed the effects of such research results on its business and its
strategic options. See the Form 10-K for further information  regarding the AIDS
Conference.

     The  Company  decided  in  the  third  quarter  of  1996  to  sell  all  or
substantially  all of its  assets.  As a result of such  decision,  the  Company
reclassified  all of its  assets  (other  than the  policies  held by DPFC) to a
"held-for-sale"  category  during the third quarter of 1996.  Accordingly,  such
assets are accounted for at the lower of carrying  value or fair value less cost
to sell.

     The Company  sought and received in December 1996  stockholder  approval to
sell all or substantially all of its assets.

                                       10


<PAGE>


     Based on the Company's  evaluation  of the effects of the research  results
reported at the AIDS  Conference and subsequent  reports and other  information,
the Board of Directors in February  1997  approved the cessation of the viatical
settlement  business  and the  sale by the  Company  of its  non-AIDS  policies,
consisting of approximately 31 policies with a face value of $2.9 million.

     Through  June 30, 1997 the Company had sold or entered into  agreements  to
sell 373 policies,  representing  $29.2 million in aggregate face value,  for an
aggregate  purchase  price of $19.5  million.  As a result of these  sales,  the
Company  reported a pre-tax  loss of $180,000 in 1996 and a pre-tax gain of $1.4
million in the first six months of 1997 (see "Results of Operations -- Three and
Six Months  Ended June 30, 1997  Compared to Three and Six Months Ended June 30,
1996 -- Net gain on assets sold").  Although the Company previously  reported an
expectation  to report a $638,000  pre-tax  gain for the three months ended June
30, 1997 ($1.5 million pre-tax gain for the six months ended June 30, 1997), the
Company has experienced  delays or difficulties in transferring the ownership of
certain  policies.  The Company  believes that  policies with an aggregate  face
value ranging from $803,000 to $1.0 million are unlikely to be  transferred  and
sold  because  of  such   difficulties.   If  the  Company  is  unsuccessful  in
transferring  the ownership on such policies,  due to contractual  provisions in
the related  sales  agreements  the sales will not be  consummated.  The Company
believes,  taking into consideration the policies for which the ownership is not
likely to be transferred, that its pre-tax gain from the sale of policies in the
third  quarter of 1997 will  likely  range from  $16,000 to $43,000 and that the
Company  will at the end of such quarter  continue to own  policies  with a face
value  ranging from  $803,000 to $1.0 million and a carrying  value ranging from
$410,000 to $536,000.

 Name Change Amendment
----------------------

     Since the Company no longer  engages in the viatical  settlement  business,
the Board of Directors  determined  that a change in the Company's name would be
appropriate.  The Company sought and received in June 1997 stockholder  approval
to amend the  Company's  certificate  of  incorporation  to change its name from
Dignity Partners,  Inc. to Point West Capital  Corporation.  The name change was
effective August 1, 1997.


Method of Accounting
---------------------

     Through June 30, 1996, the Company recognized income ("earned discount") on
each purchased policy by accruing,  over the period between the acquisition date
of the policy and the  Company's  estimated  date of  collection of the policy's
face value (the "Accrual  Period"),  the difference  (the  "unearned  discount")
between  (a) the  face  value of the  policy  less the  amount of fees,  if any,
payable to a referral  source upon  collection  of the face  value,  and (b) the
carrying  value of the policy.  The carrying value for each policy was reflected
on the Company's  consolidated  balance sheet under  "purchased  life  insurance
policies" and consisted of the purchase price,  other  capitalized costs and the
earned  discount on the policy  accrued to the balance sheet date.  See the Form
10-K  for  further   information   regarding   capitalized  costs  of  policies,
determination of Accrual Periods and changes thereto over time.

     As a result of the Company's  decision to sell all or substantially  all of
its  assets,  the  Company  established  a  reserve  in 1996 for loss on sale of
assets.  The Company also established a reserve for loss of the Company's equity
interest in DPFC during 1996  because of the  uncertainties  created by the data
presented at the AIDS  Conference and subsequent  reports of the efficacy of new
treatments  for AIDS/HIV.  As of June 30, 1997,  such reserves were $349,000 and
$4.3 million, respectively. In addition, beginning in the third quarter of 1996,
the Company began generally  recognizing income on 

                                       11

<PAGE>


policies only upon receipt of proceeds on policies (either pursuant to sale
or the death of the  insured).  Such income is 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 or any reserve for loss of the Company's  equity  interest in DPFC. See
the Form 10-K and Note 4 and 6 of the Condensed Notes to Consolidated  Financial
Statements  for further  information  regarding  the reserve for loss on sale of
assets.

Certain Accounting Implications for DPFC
-----------------------------------------

     Under  generally  accepted  accounting  principles,  to the extent that the
carrying  value of the  assets of DPFC are less than the  carrying  value of its
liabilities,  the Company  would be  required  to  recognize a loss equal to the
amount  of such  difference,  notwithstanding  the  non-recourse  nature  of the
Securitized  Notes.  At June 30, 1997,  the carrying value of the assets of DPFC
were $42.4 million (consisting of purchased life insurance policies,  restricted
cash and a portion of matured  policies  receivable)  and its  liabilities  were
$38.9  million  (consisting  of long term notes  payable,  i.e. the  Securitized
Notes).

     Although the  Securitized  Notes had an expected life of 2.1 years when the
aggregate  maximum  principal amount of the Securitized Notes was increased from
$35 million to $50 million in September  1995, the Company does not believe that
the Securitized  Notes will be retired through  collections by October 1997. The
Company  believes that, if the  Securitized  Notes are not retired by late 2001,
the assets of DPFC will  become less than its  liabilities  because the costs of
carrying the  Securitized  Notes,  including  interest and servicing and trustee
fees,  will  deplete  collections  available  to repay  principal.  The  Company
reported in its Form 10-Q for the quarterly period ended March 31, 1997, that in
the event that the  collection  experience  for DPFC  policies is  substantially
delayed,  the assets of DPFC may become  less than its  liabilities  before late
2001.  Because of recent  delays and  variability  in  collections,  the Company
cannot predict at what point in time the assets of DPFC may become less than the
liabilities.

     Additionally,  if the  collection  experience  for  the  DPFC  policies  is
substantially  delayed,  the value of the assets of DPFC may erode  further  for
some of the following reasons.  First, a decision to discontinue paying premiums
on some  policies  may be made because the present  value of the expected  death
benefit on some policies may be less than expected future premiums to be paid on
such policies.  Second,  the face value of certain  policies  (especially  group
term) may begin to  decrease as the people  whose  lives are insured  thereunder
reach specified age levels (often 65). Finally, policies for which the insurance
was continued under a disability  provision may be uneconomical to convert given
the  insured's  age and life  expectancy  if such  insured  person  is no longer
considered  disabled.  The Company cannot determine at present how many, if any,
policies held by DPFC would be so affected.

     In light of the  foregoing,  the Company  believes that it is possible that
the Company may in the future under generally accepted accounting  principles be
required to recognize a further  loss to the extent that the  carrying  value of
the assets of DPFC is less than its liabilities.  However,  when the Securitized
Notes are finally  discharged or mature,  the Company under  generally  accepted
accounting principles would recognize a gain in an amount equal to the aggregate
amount of any such  losses  recognized.  The  Securitized  Notes  represent  the
obligations  solely of DPFC.  The Company  did not  guarantee  repayment  of the
Securitized  Notes  and is not  required  to  fund  any  principal  or  interest
deficiencies thereunder.

Share Repurchase Program
------------------------

     In October  1996,  the Board of Directors  of the Company  approved a share
repurchase program pursuant to which the Company was authorized to purchase from
time to time up to 1 million shares of Common Stock at prevailing market prices.
In June 1997 such  authority  was  increased  to 1.04  million  

                                       12

<PAGE>


shares of Common  Stock.  In June 1997,  the  Company  completed  the share
repurchase program,  having repurchased an aggregate of 1.04 million shares at a
weighted average price of $2.77 per share.

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

Three and Six Months  Ended June 30, 1997  Compared to Three and Six Months
---------------------------------------------------------------------------
Ended June 30, 1996
-------------------

     Earned  Discounts.  The Company  currently  recognizes earned discount only
upon  receipt of proceeds on policies  (pursuant  to the death of the  insured).
Consequently,  the  Company  did not  recognize  any  earned  discounts  on life
insurance  policies  during  the  first  half of 1997,  but  instead  recognized
$102,000 and $286,000 of earned  discounts on matured policies for the three and
six  months  ended  June 30,  1997,  respectively.  Such  income is equal to the
difference  between the proceeds the Company  received on the policies (less any
back end sourcing  fees) and the carrying  value of such  policies  after giving
effect  to any  reserve  for  loss  on sale of such  policies.  See  "Method  of
Accounting."

     In the first half of 1996 the Company  recognized  earned  discount on each
purchased policy by accruing,  over the Accrual Period,  the difference  between
(a)~the face value of the policy less the amount of fees,  if any,  payable to a
referral source upon collection of the face value, and (b)~the carrying value of
the policy.  Earned  discounts on life  insurance  policies was $1.9 million and
$3.7 million for the three and six months  ended June 30,  1996.  See "Method of
Accounting."

     The Company  purchased  only four policies  (outstanding  commitments as of
December  31, 1996) with an  aggregate  face value of $155,000  during the first
half of 1997  compared to the  purchase of 342 policies  with an aggregate  face
value of $24.9 million during the first half of 1996. See "Cessation of Viatical
Settlement Business; Sales of Assets."

     Interest  Income.  Interest income increased 19.7% in the second quarter of
1997 over the  second  quarter  of 1996 and 19.3% in the first half of 1997 over
the first half of 1996 as a result of the  investment  of the proceeds  from the
sale of policies in short term  securities and marketable  securities.  Interest
income  generated  in the first half of 1996 was  essentially  the result of the
investment of the initial public offering proceeds.

     Gain on sale of convertible  preferred shares. In the first quarter of 1997
the  Company  recognized  a  $700,000  gain  on the  sale  of a  portion  of its
investment  in American  Information.  In March 1997 the Company  converted  8.2
million shares of convertible  preferred stock into 8.2 million shares of common
stock of  American  Information  and sold such shares to an  unaffiliated  third
party for $1.83 million. The carrying value of such shares was $1.1 million. See
Note 5 of the Condensed Notes to Consolidated Financial Statements.

     Net gain on assets sold.  The Company  collected  the sales  proceeds on 51
policies  during the second  quarter of 1997 and 239  policies  during the first
half of  1997.  See Note 3 of the  Condensed  Notes  to  Consolidated  Financial
Statements.  The total net gain recorded in the second quarter and first half of
1997 in connection with these sales was $492,000 and $1.4 million, respectively.
The  realized  gain was  calculated  based on the  difference  between  the sale
proceeds and the carrying  value after giving  effect to the reserve for loss on
sale of assets. See "Cessation of Viatical Settlement Business; Sale of Assets.

    Other Income. Components of other income include collections on policies of
dividends,  interest,  paid-up cash  values,  increases in face value of matured
policies,  refunds  of  premiums  on  matured  policies  and  capital  gains  on
investments  securities.  Other income  increased  7.7% in the second 

                                       13

<PAGE>


quarter of 1997 over the second  quarter of 1996 due to gains on investment
securities.  Other income decreased 58.1% during the first half of 1997 compared
to the first  half of 1996 due to the sale of  policies  and a  decrease  in the
number of matured  policies.  A $50,000 increase in face value on one policy was
also recorded during the first quarter of 1996.

     Interest Expense.  Interest expense decreased 8.4% in the second quarter of
1997 over the second quarter of 1996 and 7.6% in the first half of 1997 over the
first half of 1996 due mainly to the repayment of the Company's revolving credit
facility  in the second half of 1996.  Average  borrowings  under the  Company's
revolving  credit  facility was $0.7 million in the first half of 1996.  Average
borrowings  under the  Securitized  Notes  were  $39.6  million in the first six
months of 1997  compared to $42.6  million in the first six months of 1996.  The
interest rate on the Securitized Notes was 9.17% in both periods.

     Compensation and Benefits.  Compensation and benefits decreased 7.1% in the
second  quarter of 1997 compared to the second  quarter of 1996 and 11.3% in the
first half of 1997  compared to the first half of 1996.  This  decrease  was due
mainly to the reduction in staff from 25 to 14 with the cessation of application
processing of new policies.  Partially  offsetting  the staff  reduction was the
increase  in  compensation  and  benefits  for  remaining  employees  (including
executive officers) in early 1997.

     Other General and Administrative Expenses. Other general and administrative
expenses  increased  2.9% in the second  quarter of 1997  compared to the second
quarter of 1996 and 53.7% in the first half of 1997  compared  to the first half
of 1996.  The  increase in the first half of 1997 is  primarily  the result of a
$357,000  legal reserve  recorded in the first half of 1997 in  connection  with
federal  and state  class  action  lawsuits  filed  against  the Company and its
officers and  directors.  The first six months of 1997 also  includes a $150,000
aggregate  increase in expenses for professional fees to support the analysis of
strategic options.

     Income Tax Expense. In the first half of 1997 the Company did not record an
income tax expense on the income  statement  because the  deferred  tax asset of
$3,225,130 was available to offset any tax liability.  The Company  adjusted its
deferred tax asset, liability and related allowance to reflect the tax effect on
the earnings for the six months ended June 30, 1997.

     Net loss in wholly owned financing subsidiary charged to reserve for equity
interest.  At December 31, 1996 the reserve to reflect the estimated loss of the
Company's entire equity interest in DPFC was $6.5 million.  The DPFC net loss of
950,000 and $1.9  million  recorded  in the three and six months  ended June 30,
1997,  respectively,  was included in the Company' net loss before income taxes
and net loss in wholly owned financing  subsidiary charged to reserve for equity
interest.  This loss was charged  against  the  reserve  for equity  interest in
wholly owned financing subsidiary.


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

     The  Company  does not  currently  have an  external  funding  source.  The
Securitized  Notes do not provide funds with which to fund  operations.  At June
30, 1997, cash and cash equivalents was $14.8 million and investment  securities
was $2.3  million.  The Company is  analyzing  its current and future  needs for
financing,  which will be dependent on its strategic direction.  There can be no
assurance that the Company will be successful in obtaining external financing on
satisfactory  terms assuming it determines it needs additional  funds.  However,
the  Company at present  anticipates  having  sufficient  liquidity  to meet its
working capital and operational  needs through 1997, using current cash and cash


                                       14

<PAGE>


equivalents and investment  securities and any additional cash generated by
the sale of policies. Such needs may change significantly depending on strategic
options selected.

     As of June 30, 1997, the  outstanding  principal  amount of the Securitized
Notes was $38.9 million.  Principal repayments on the Securitized Notes began in
July 1996.  Principal and interest payments on the Securitized Notes are payable
solely from collections on policies pledged to secure the payment thereof and do
not  require  the Company to expend  cash or obtain  financing  to satisfy  such
principal and interest obligations.

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 (i)  expected  gains to be  reported  in the third
quarter of 1997 on policies  subject to sales  agreements  and expected face and
carrying values of policies expected to be owned by the Company at September 30,
1997 (see the last paragraph under "Cessation of Viatical Settlements  Business;
Sale of Assets"),  (ii) expectations regarding whether and the time at which the
carrying value of the assets of DPFC will be less than the carrying value of its
liabilities  (see  "Certain  Accounting   Implications  for  DPFC"),  and  (iii)
sufficiency of the Company's liquidity and capital resources (see "Liquidity and
Capital Resources").  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  (i) the
ability of the Company to transfer  ownership of  policies;  (ii) the amount and
timing of actual  collections of sales proceeds,  (iii) the amount and timing of
actual collections of DPFC policies following the death of the insured, (iv) the
results of the Company's consideration of strategic options and any costs 
associated with a chosen option, and (v) availability and cost of capital.

                                       15

<PAGE>

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

Item 1.  Legal Proceedings
--------------------------
              
          On December  19,  1996,  a  complaint  was filed in the United States
          District Court,  Northern District of California (the "Court" (Docket
          No. C96-4558) against Dignity Partners, Inc. and each of its directors
          by three individuals  purporting to act on behalf of themselves and an
          alleged  class  consisting of all  purchasers of the Company's  common
          stock  during the  period  February  14,  1996 to July 16,  1996.  The
          complaint  alleged that the defendants  violated  Section 10(b) of the
          Securities  Exchange Act of 1934 and Rule 10b-5 thereunder and Section
          11 of the  Securities  Act of 1933  and  seeks,  among  other  things,
          compensatory damages,  interest,  fees and costs. The allegations were
          based  on  alleged   misrepresentations  in  and  omissions  from  the
          Company's registration statement and prospectus related to its initial
          public  offering and certain  documents filed by the Company under the
          Exchange  Act. On July 18,  1997,  the Court  granted the  defendants'
          motion  to  dismiss  the  complaint.   However,  the  Court  gave  the
          plaintiffs  permission  to file an  amended  complaint.  Such  amended
          complaint  will need to be filed by  September  8, 1997 or such  later
          date as the Court  permits.  The  Company  and each of the  defendants
          intend to continue to defend the action vigorously.


          On February  13, 1997, a complaint was filed in the Superior Court of
          California, City and County of San Francisco(Docket No. 984643)against
          Dignity Partners,  Inc.,  and  each of its executive officers and New 
          Echelon by an individual  purporting  to  act on  behalf  of  himself 
          and  an  alleged  class consisting of all purchasers of the Company's 
          common stock during the period  February  14,  1996 to July 16,  1996.
          The complaint alleges  that the  defendants  violated  section  25400 
          of the California Corporate Code and seeks to recover damages. The 
          allegations  are based on alleged  misstatements,  concealment and/or 
          misrepresentations  and omissions of allegedly  material information 
          in connection with the Company's initial public offering and 
          subsequent disclosures. The Company and each of the defendants intend 
          to defend the action vigorously.

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

          On June 9, 1997, the Company held an Annual  Meeting  of  its 
          stockholders.  The election of two directors and the name change
          amendment as set forth in the proxy  statements were  presented. 
          Alan B. Perper and Paul A. Volberding were re-elected to the Board of 
          Directors for terms expiring in 2000.  The voting tallies were:

          Director                         Votes  For          Votes Withheld
          --------                         ----------          ---------------

          Alan B. Perper                   2,608,172             17,800
          Paul A. Volberding               2,608,172             17,800
 
          The other  directors whose term of office continued after the meeting 
          are: John Ward Rotter (term expiring in 1998),  Bradley N. Rotter 
          (term expiring in 1999) and Stephen T. Bow (term expiring in 1999).


                                  16

<PAGE>

          The name change amendment was also approved. The Company' new name, 
          effective  August 1, 1997,  is Point West  Capital Corporation.  The 
          voting tallies were:
          
                                                                        Broker
                               Votes For  Votes Against Votes Abstain  Non-Votes
                               ---------  ------------- -------------  ---------
 
          Name Change Amendment 2,609,622    16,350           0           0
 

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

       (a)   Exhibits.
 
           Number          Description
           -------         -----------
 
              3            Composite of Second Amended and Restated Certificate 
                           of Incorporation, as amended through August 1, 1997

             10            Amendment No. 3 to the Indenture, dated as of 
                           February 1, 1995 among the Company, as Servicer, DPFC
                           as Issuer and Bankers Trust Company as Indenture 
                           Trustee
 
             27            Financial Data Schedule
 
       (b)   Reports on Form 8-K.


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

           5/5/97    5              The Company issued a press release regarding
                                    its results of operations for the first 
                                    quarter of 1997.

           6/9/97    5              The Company issued a press release 
                                    announcing completion of stock repurchase 
                                    program, re-election of two directors, name
                                    change and NASDAQ trading symbol change.

           6/27/97   5              The Company issued a press release 
                                    announcing the effective date of the name 
                                    change and NASDAQ trading symbol change.




                                  17

<PAGE>


                              SIGNATURES
                              ===========

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

 

                                      POINT WEST CAPITAL CORPORATION
                                      (Formerly known as Dignity Partners, Inc.)





DATED:  August 7, 1997                /S/ ALAN B. PERPER
                                     --------------------------------------
                                      ALAN  B.  PERPER
                                      President
                                      (Duly Authorized Officer)
                                      


DATED:  August 7, 1997                /S/ JOHN WARD ROTTER
                                      --------------------------------------
                                      JOHN WARD ROTTER
                                      Executive Vice President and
                                      Chief Financial Officer
                                      (Principal Financial and
                                      Accounting Officer)


                                  18