SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K/A
                                    ------------

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 1998
                                       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)

        Securities registered pursuant to Section 12(b) of the Act: None
        ----------------------------------------------------------
           Securities registered pursuant to Section 12(g) of the Act:
           ----------------------------------------------------------

                        Common Stock, $0.01 par value
                                (Title of Class)

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
Yes [ X ]  No [  ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate  market value of the  registrant's  common stock, $0.01 par value,
held  by   non-affiliates  of  the  registrant  as  of  February  26,  1999 was
approximately $24,578,950

The  number  of  shares  of the  registrant's  common  stock,  $0.01  par  value
outstanding as of February 26, 1999 was 3,262,324.

                      Documents Incorporated by Reference:
                      -----------------------------------
The  registrant's  proxy  statement  (to be filed)  related  to its 1999  annual
meeting of stockholders is incorporated by reference in Part III hereof.


<PAGE>
     This Form 10-K/A is being filed for the purpose of correcting errors in the
EDGAR version of the  consolidated  statements of operations  and  comprehensive
income (loss) contained in the consolidated financial statements included in the
Form 10-K for the fiscal  year ended  December  31,  1998 of Point West  Capital
Corporation (the "Original Form 10-K").  The page number reflected in the 10-K/A
replaces the same indicated page number  included in the Original Form 10-K. All
capitalized  terms used in this Form  10-K/A and not defined are used as defined
in the Original Form 10-K.

<PAGE>


                         POINT WEST CAPITAL CORPORATION
      CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
                For the Years Ended December 1998, 1997 and 1996


<TABLE>
<CAPTION>

 
                                                                             1998             1997             1996
                                                                        ----------------  --------------   --------------

<S>                                                                          <C>              <C>             <C>    
Income:
     Earned discounts on life insurance policies                      $              -- $            --  $     3,697,032
     Earned discounts on prior maturities                                            --              --          802,471
     Earned discounts on matured policies                                       438,792         488,563          979,611
     Interest income                                                          1,494,079       1,183,919          783,115
     Net gain on sale of non-marketable
           securities                                                                --         679,665               --
     Gain (loss) on assets sold                                                 165,346       1,463,080        (179,548)
     Other                                                                      309,354         102,663          322,141
                                                                        ----------------  --------------   --------------
           Total income                                                       2,407,571       3,917,890        6,404,822

Expenses:
     Interest expense                                                         3,679,566       3,599,487        3,983,606
     Compensation and benefits                                                1,514,812       1,151,574        1,196,291
     Other general and administrative expenses                                1,728,169       1,474,916        1,388,338
     Amortization                                                               352,181         240,194          449,631
     Depreciation                                                                 4,128             341           19,967
     Provision for loss on assets held for sale                                      --         328,236        3,139,588
     Loss on investment in wholly owned financing
           subsidiary                                                                --              --        6,940,189
     Loss on non-marketable securities                                        1,073,494              --                --
                                                                        ----------------  --------------   --------------
           Total expenses                                                     8,352,350       6,794,748       17,117,610
                                                                        ----------------  --------------   --------------

           Loss before income taxes and net loss
               in wholly owned financing subsidiary
              charged to reserve for equity interest                        (5,944,779)     (2,876,858)     (10,712,788)

Income tax (expense) benefit                                                    (5,600)         (4,000)          525,711

Net loss in wholly owned financing subsidiary charged
     to reserve for equity interest                                           2,300,037       3,891,494          487,600

                                                                        ----------------  --------------   --------------
           Net income (loss)                                                (3,650,342)       1,010,636      (9,699,477)

Comprehensive income -- net unrealized
     investment gains (losses)                                              (2,786,205)       2,597,239               --
                                                                        ----------------  --------------   --------------
Total comprehensive income (loss)                                     $     (6,436,547) $     3,607,875  $   (9,699,477)
                                                                        ================  ==============   ==============

Basic earnings (loss) per share                                       $          (1.12) $          0.29  $        (2.46)
Diluted earnings (loss) per share                                                (1.12)            0.28           (2.46)

Weighted average number of shares of common stock
     outstanding                                                              3,253,324       3,521,736        3,942,166
Weighted average number of shares of common stock
     and common stock equivalents outstanding                                 3,253,324       3,605,674        3,942,166

<FN>


          See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
                                       36


<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) 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.

Dated March 12, 1999                             POINT WEST CAPITAL CORPORATION
                                                 /s/Alan B. Perper
                                                 -----------------------------
                                                  Alan B. Perper
                                                  President

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities indicated on March 12, 1999:


/s/ Alan B. Perper                                   *
-----------------------------                     -----------------------------
Alan B. Perper                                    John Ward Rotter
President and Director                            Executive Vice President,
(Principal Executive Officer)                     Chief Financial Officer
                                                  and Director
                                                  (Principal Financial and 
                                                  Accounting Officer)
                                    

    *                                                *
-----------------------------                     -----------------------------
Bradley N. Rotter                                 Stephen T. Bow
Chairman of the Board and Director                Director



    *
-----------------------------
Paul A. Volberding, M.D.
Director


*       The  undersigned  by signing his name  hereunto  has hereby  signed this
        report on  behalf  of the  above-named  directors,  on March  12,   1999
        pursuant to a power of attorney executed on behalf of each such director
        and filed with the Securities and Exchange Commission as Exhibit 24.1 to
        the Original Form 10-K.

By:   /s/ Alan B. Perper
     ---------------------
      Alan B. Perper