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


                                    FORM 10-Q

(Mark One)

/X/             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 2005

                                       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 0-21874

                           Berkeley Technology Limited

             (Exact name of registrant as specified in its charter)
                             ______________________


   Jersey, Channel Islands                              Not applicable
 (State or other jurisdiction               (I.R.S. Employer Identification No.)
of incorporation or organization)

                          Minden House, 6 Minden Place
                           St. Helier, Jersey JE2 4WQ
                                 Channel Islands
                    (Address of principal executive offices)
                                   (Zip Code)

                              011 44 (1534) 607700
              (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

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes ____ No |X|

     As of May 13, 2005,  the  registrant had  outstanding  64,439,073  Ordinary
Shares, par value $0.05 per share.

<PAGE>

                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                     PART I
                              FINANCIAL INFORMATION

                                                                                                             Page
<S>                                                                                                          <C>

Item 1.    Financial Statements:

           Unaudited Condensed Consolidated Balance Sheets as of March 31, 2005 and
               December 31, 2004............................................................................    3

           Unaudited Condensed Consolidated Statements of Operations for the three months
               ended March 31, 2005 and 2004................................................................    4

           Unaudited Condensed Consolidated Statements of Cash Flows for the three months
               ended March 31, 2005 and 2004................................................................    5

           Unaudited Consolidated Statement of Changes in Shareholders' Equity for the three months
               ended March 31, 2005.........................................................................    6

           Unaudited Consolidated Statements of Comprehensive Income for the three months
               ended March 31, 2005 and 2004................................................................    7

           Notes to Unaudited Condensed Consolidated Financial Statements...................................    8

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations............   17

Item 3.    Quantitative and Qualitative Disclosures About Market Risk.......................................   24

Item 4.    Controls and Procedures..........................................................................   25


                                     PART II

                                OTHER INFORMATION

Item 1.    Legal Proceedings................................................................................   26

Item 6.    Exhibits.........................................................................................   26

Signature  .................................................................................................   27

Exhibit Index...............................................................................................   28

</TABLE>


                                       2
<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1.   FINANCIAL STATEMENTS

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                      (In thousands, except share amounts)
<TABLE>
<CAPTION>
                                                                                     March 31,   December 31,
                                                                                       2005          2004
                                                                                   ------------  ------------
                                            ASSETS

<S>                                                                                <C>           <C>
Investments (principally of life insurance subsidiary):
   Fixed maturities:
     Available-for-sale, at fair value (amortized cost: $24,087 and $21,341
       as of March 31, 2005 and December 31, 2004, respectively).................. $     24,033  $     21,377
     Held-to-maturity, at amortized cost (fair value: $8,220 and $0
       as of March 31, 2005 and December 31, 2004, respectively)..................        8,289             -
   Equity securities:
     Trading, at fair value (cost: $102 and $586 as of March 31, 2005
       and December 31, 2004, respectively).......................................           46           552
     Available-for-sale, at estimated fair value (cost: $850 as of
       March 31, 2005 and December 31, 2004)......................................          850           850
                                                                                   ------------  ------------
Total investments.................................................................       33,218(1)     22,779

Cash and cash equivalents.........................................................        6,498(1)     19,495
Cash held in escrow...............................................................        1,009         1,005
Accrued investment income.........................................................        1,017           737
Other assets......................................................................          502           691
                                                                                   ------------  ------------
Total assets...................................................................... $     42,244  $     44,707
                                                                                   ------------  ------------
                                                                                   ------------  ------------

                        LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
Life insurance policy liabilities................................................. $     19,891  $     21,229
Accounts payable and accruals.....................................................          700           585
                                                                                   ------------  ------------
Total liabilities.................................................................       20,591        21,814
                                                                                   ------------  ------------
Commitments and contingencies (see Note 6)

Shareholders' equity:
Ordinary shares, $0.05 par value per share: 86,400,000 shares authorized;
   64,439,073 shares issued and outstanding as of March 31, 2005 and
   December 31, 2004..............................................................        3,222         3,222
Additional paid-in capital........................................................       67,660        68,615
Retained earnings.................................................................       13,770        14,929
Employee benefit trusts, at cost (13,522,381 and 13,684,881 shares
   as of March 31, 2005 and December 31, 2004, respectively)......................      (62,598)      (63,571)
Accumulated other comprehensive loss..............................................         (401)         (302)
                                                                                   ------------  ------------
Total shareholders' equity........................................................       21,653        22,893
                                                                                   ------------  ------------
Total liabilities and shareholders' equity........................................ $     42,244  $     44,707
                                                                                   ------------  ------------
                                                                                   ------------  ------------
<FN>
(1) Includes  $24,877 of investments  and $5,596 of cash and cash  equivalents in the Company's  insurance  subsidiary
    (London Pacific Assurance  Limited  ("LPAL"))  which are not currently  available to fund the operations or commitments
    of the Company or its other subsidiaries.
</FN>
</TABLE>


 See accompanying Notes which are an integral part of these Unaudited Condensed
                       Consolidated Financial Statements.

                                       3
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                (In thousands, except per share and ADS amounts)
<TABLE>
<CAPTION>

                                                                                      Three Months Ended
                                                                                             March 31,
                                                                                   ------------  ------------
                                                                                       2005          2004
                                                                                   ------------  ------------

Revenues:
<S>                                                                                <C>           <C>
Investment income.................................................................   $      397    $      357
Insurance policy charges..........................................................            -             2
Consulting and other fee income...................................................          143            97
Net realized investment losses....................................................          (43)         (644)
Change in net unrealized investment gains and losses on trading securities........          (22)       (4,833)
                                                                                   ------------  ------------
                                                                                            475        (5,021)
Expenses:
Amounts credited on insurance policyholder accounts...............................          290           384
Operating expenses................................................................        1,339         1,278
                                                                                   ------------  ------------
                                                                                          1,629         1,662
                                                                                   ------------  ------------
Loss before income tax expense....................................................       (1,154)       (6,683)

Income tax expense................................................................            5             7
                                                                                   ------------  ------------
Net loss..........................................................................   $   (1,159)   $   (6,690)
                                                                                   ------------  ------------
                                                                                   ------------  ------------

Basic and diluted loss per share and ADS:

Basic and diluted loss per share..................................................   $    (0.02)   $    (0.13)
                                                                                   ------------  ------------
                                                                                   ------------  ------------

Basic and diluted loss per ADS....................................................   $    (0.23)   $    (1.32)
                                                                                   ------------  ------------
                                                                                   ------------  ------------

</TABLE>




 See accompanying Notes which are an integral part of these Unaudited Condensed
                       Consolidated Financial Statements.

                                       4
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
<TABLE>
<CAPTION>

                                                                                      Three Months Ended
                                                                                             March 31,
                                                                                   ------------  ------------
                                                                                       2005          2004
                                                                                   ------------  ------------

<S>                                                                                <C>           <C>
Net cash provided by (used in) operating activities...............................   $     (171)   $      113


Cash flows from investing activities:
Purchases of held-to-maturity fixed maturity securities...........................       (8,510)            -
Purchases of available-for-sale fixed maturity securities.........................       (5,122)            -
Purchases of available-for-sale equity securities.................................            -           (15)
Proceeds from maturity of held-to-maturity fixed maturity securities..............          200             -
Proceeds from sale and maturity of available-for-sale fixed maturity securities...        1,911         3,098
Other investing cash flows........................................................            -            (2)
                                                                                   ------------  ------------
Net cash provided by (used in) investing activities...............................      (11,521)        3,081
                                                                                   ------------  ------------

Cash flows from financing activities:
Insurance policyholder benefits paid..............................................       (1,309)       (4,137)
Proceeds from disposal of shares by the employee benefit trusts...................           18             -
                                                                                   ------------  ------------
Net cash used in financing activities.............................................       (1,291)       (4,137)
                                                                                   ------------  -----------

Net decrease in cash and cash equivalents.........................................      (12,983)         (943)
Cash and cash equivalents at beginning of period (1)..............................       19,495        14,408
Foreign currency translation adjustment...........................................          (14)           79
                                                                                   ------------  ------------
Cash and cash equivalents at end of period (1), (2)...............................   $    6,498    $   13,544
                                                                                   ------------  ------------
                                                                                   ------------  ------------
<FN>
(1) Does not include $1,009 of cash held in escrow as of March 31, 2005.

(2) The amount for March 31, 2005 includes  $5,596 in the Company's  insurance  subsidiary  (LPAL) which is not
    currently  available to fund the operations or commitments of the Company or its other subsidiaries.
</FN>
</TABLE>



 See accompanying Notes which are an integral part of these Unaudited Condensed
                       Consolidated Financial Statements.

                                       5
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

       UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                                 (In thousands)
<TABLE>
<CAPTION>

                                                                                            Accumulated
                                                                                               Other
                                  Ordinary Shares     Additional                Employee      Compre-      Total
                                --------------------    Paid-in    Retained      Benefit      hensive   Shareholders'
                                  Number     Amount     Capital    Earnings      Trusts        Loss       Equity
                                ---------  ---------  ----------  ----------   ----------   -----------  ----------
Balance as of
<S>                             <C>       <C>         <C>         <C>          <C>          <C>           <C>
   December 31, 2004............   64,439  $   3,222   $  68,615   $  14,929   $  (63,571)  $      (302)  $  22,893

Net loss........................        -          -           -      (1,159)           -             -      (1,159)
Exercise of employee share
   options, including income
   tax effect...................        -          -        (955)          -          973             -          18
Change in net unrealized
   gains and losses on
   available-for-sale securities        -          -           -           -            -           (90)        (90)
Foreign currency translation
   adjustment...................        -          -           -           -            -            (9)         (9)

                                ---------  ---------  ----------  ----------   ----------   -----------  ----------
Balance as of
   March 31, 2005...............   64,439  $   3,222   $  67,660   $  13,770   $  (62,598)  $      (401)  $  21,653
                                ---------  ---------  ----------  ----------   ----------   -----------  ----------
                                ---------  ---------  ----------  ----------   ----------   -----------  ----------

</TABLE>










 See accompanying Notes which are an integral part of these Unaudited Condensed
                       Consolidated Financial Statements.

                                       6
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

            UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                 (In thousands)

<TABLE>
<CAPTION>

                                                                                      Three Months Ended
                                                                                             March 31,
                                                                                   ------------  ------------
                                                                                       2005          2004
                                                                                   ------------  ------------

<S>                                                                                <C>           <C>
Net loss..........................................................................   $   (1,159)   $   (6,690)

Other comprehensive income (loss), net of deferred income taxes:

Foreign currency translation adjustments, net of income taxes of $0...............           (9)           53

Change in net unrealized gains and losses:
   Unrealized holding gains and losses on available-for-sale securities...........          (88)           (8)
   Reclassification adjustment for gains and losses included in net loss..........           (2)           (6)
   Deferred income taxes..........................................................            -             -
                                                                                   ------------  ------------
Other comprehensive income (loss).................................................          (99)           39
                                                                                   ------------  ------------
Comprehensive loss................................................................   $   (1,258)   $   (6,651)
                                                                                   ------------  ------------
                                                                                   ------------  ------------
</TABLE>














 See accompanying Notes which are an integral part of these Unaudited Condensed
                       Consolidated Financial Statements.

                                       7
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005

     As used herein,  the terms  "registrant,"  "Company,"  "we," "us" and "our"
refer to Berkeley Technology Limited.  Except as the context otherwise requires,
the term "Group" refers collectively to the registrant and its subsidiaries.


Note 1.   Basis of Presentation and Principles of Consolidation

     The accompanying  condensed consolidated financial statements are unaudited
and have been prepared by the Company in conformity with United States generally
accepted  accounting   principles  ("U.S.   GAAP").  These  unaudited  condensed
consolidated  financial  statements  include the  accounts of the  Company,  its
subsidiaries,  the Employee  Share Option Trust  ("ESOT") and the Agent  Loyalty
Opportunity Trust ("ALOT").  Significant subsidiaries included in the operations
of the Group and discussed in this document  include  London  Pacific  Assurance
Limited ("LPAL") and Berkeley  International Capital Corporation  ("BICC").  All
intercompany transactions and balances have been eliminated in consolidation.

     Certain information and note disclosures normally included in the Company's
annual consolidated  financial statements have been condensed or omitted. In the
opinion of management, the unaudited condensed consolidated financial statements
reflect all  adjustments  (consisting of normal  recurring  accruals)  which are
necessary for a fair statement of the results for the interim periods presented.

     While the Company's management believes that the disclosures  presented are
adequate to make the  information  not  misleading,  these  unaudited  condensed
consolidated financial statements should be read in conjunction with the audited
financial  statements  and related  notes for the year ended  December 31, 2004,
which are contained in the Company's  Annual Report on Form 10-K, filed with the
U.S.  Securities and Exchange Commission ("SEC") on March 23, 2005. The December
31,  2004  condensed  balance  sheet data was  derived  from  audited  financial
statements but does not include all disclosures required by U.S. GAAP.

     The  results  for the three  month  period  ended  March  31,  2005 are not
indicative of the results to be expected for the full fiscal year.

     The unaudited  condensed  consolidated  balance  sheets are presented in an
unclassified  format as the  majority of the Group's  assets  relate to its life
insurance and annuities business.  The Group's other business is venture capital
and consulting.

     The Company is incorporated under the laws of Jersey,  Channel Islands. Its
Ordinary  Shares are traded on the London Stock  Exchange and in the U.S. on the
Over-the-Counter  Bulletin  Board  in the  form of  American  Depositary  Shares
("ADSs"), which are evidenced by American Depositary Receipts ("ADRs"). Pursuant
to the  regulations  of the SEC,  the  Company  is  considered  a U.S.  domestic
registrant and must file financial statements prepared under U.S. GAAP.

Use of Estimates

     The  preparation  of financial  statements  in  conformity  with U.S.  GAAP
requires  management to make estimates and assumptions  that affect the reported
amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
liabilities as of the date of these unaudited condensed  consolidated  financial
statements as well as the reported  amount of revenues and expenses  during this
reporting  period.  Actual  results could differ from these  estimates.  Certain
estimates such as fair value and actuarial assumptions have a significant impact
on the gains and losses  recorded on  investments  and balance of life insurance
policy liabilities.

                                       8
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Share Incentive Plan

     The Company  accounts for stock based  compensation  issued to employees in
accordance  with  Accounting   Principles  Board  Opinion  No.  25  ("APB  25"),
"Accounting for Stock Issued to Employees," and related  interpretations,  which
recognizes  compensation  expense  based upon the  intrinsic  value of the stock
options  as of the date of  grant.  The  Financial  Accounting  Standards  Board
("FASB")  issued  Statement of  Financial  Accounting  Standards  No. 123 ("SFAS
123"), "Accounting for Stock Based Compensation," which encourages, but does not
require, companies to recognize compensation expense for grants of stock options
based on their fair value. The Company has elected, as permitted by SFAS 123, to
adopt the  disclosure  requirement  of SFAS 123 and to  continue  to account for
stock based compensation under APB 25.

     Had  compensation  expense for the Company's ESOT activity been  determined
based upon the fair value  method in  accordance  with SFAS 123,  the  Company's
consolidated  net loss and loss per share and ADS would have been  increased  or
decreased to the pro forma amounts as reflected below:
<TABLE>
<CAPTION>

                                                                                      Three Months Ended
                                                                                             March 31,
                                                                                   ------------  ------------
                                                                                       2005          2004
                                                                                   ------------  ------------
                                                                                   (In thousands, except per
                                                                                      share and ADS amounts)

<S>                                                                                <C>           <C>
Net loss as reported..............................................................   $   (1,159)   $   (6,690)
Add: Stock based employee compensation expense included in
    reported loss, net of related tax effects.....................................            -             -

Deduct: Total stock based employee compensation expense determined
    under fair value based methods for all awards, net of related tax effects.....           56(1)        (49)
                                                                                   ------------  ------------

Pro forma net loss................................................................   $   (1,103)   $   (6,739)
                                                                                   ------------  ------------
                                                                                   ------------  ------------
Basic and diluted loss per share:
As reported.......................................................................        (0.02)        (0.13)
Pro forma.........................................................................        (0.02)        (0.13)
Basic and diluted loss per ADS:
As reported.......................................................................        (0.23)        (1.32)
Pro forma.........................................................................        (0.22)        (1.33)

<FN>
(1) Compensation  expense was negative  for the three month period ended March 31, 2005 due to the reversal of $85,000 in
    compensation expense  recognized in prior periods  primarily  related to the forfeiture  during the first quarter of 2005
    of all of the unvested and out-of-the-money vested options held by employees who terminated employment during the first
    quarter of 2005.
</FN>
</TABLE>

     The pro forma  disclosures  shown  above were  calculated  for all  options
granted after December 31, 1994 using a  Black-Scholes  option pricing model. No
option grants were made during 2004 or in the first quarter of 2005.

Recently Issued Accounting Pronouncements

     In  December  2004,  the FASB  issued  Statement  of  Financial  Accounting
Standards No. 123 (revised 2004) ("SFAS 123R"), "Share-Based Payment." SFAS 123R
is a revision of SFAS 123 and  supersedes  APB 25. Among other items,  SFAS 123R
eliminates the use of APB 25 and the intrinsic  value method of accounting,  and
requires  companies  to  recognize  the cost of  employee  services  received in
exchange for

                                       9
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

awards  of equity  instruments,  based on the  grant  date  fair  value of those
awards,  in the financial  statements.  SFAS 123R permits companies to adopt its
requirements  using  either a  "modified  prospective"  method,  or a  "modified
retrospective"  method. Under the "modified  prospective"  method,  compensation
cost is  recognized  in the financial  statements  beginning  with the effective
date,  based  on the  requirements  of SFAS  123R for all  share-based  payments
granted  after  that  date,  and based on the  requirements  of SFAS 123 for all
unvested  awards  granted  prior to the effective  date of SFAS 123R.  Under the
"modified  retrospective"  method,  the  requirements  are the same as under the
"modified  prospective"  method,  but also permits entities to restate financial
statements of previous periods based on proforma  disclosures made in accordance
with SFAS 123. On April 14,  2005,  the SEC  approved a new rule that delays the
effective  date of SFAS 123R.  Under the SEC's rule,  SFAS 123R is now effective
for the Company  beginning  January 1, 2006.  The Company has not yet determined
which of the aforementioned adoption methods it will use.

     Emerging  Issues Task Force Issue No. 03-1 ("EITF  03-1"),  "The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments," was
issued  and is  effective  March 31,  2004.  EITF  03-1  provides  guidance  for
determining the meaning of "other-than-temporarily impaired" and its application
to certain debt and equity securities within the scope of Statement of Financial
Accounting  Standards No. 115 ("SFAS 115"),  "Accounting for Certain Investments
in Debt and Equity  Securities,"  and  investments  accounted for under the cost
method.  The guidance requires that investments which have declined in value due
to credit  concerns or solely due to changes in interest  rates must be recorded
as other-than-temporarily impaired unless the Company can assert and demonstrate
its intention to hold the security for a period of time  sufficient to allow for
a recovery of fair value up to or beyond the cost of the investment  which might
mean maturity.  This issue also requires  disclosures  assessing the ability and
intent to hold investments in instances in which an investor  determines that an
investment  with a fair  value  less  than  cost  is not  other-than-temporarily
impaired.  On September 30, 2004,  the FASB decided to delay the effective  date
for the measurement and recognition  guidance contained in EITF 03-1. This delay
does not suspend the requirement to recognize  other-than-temporary  impairments
as required by existing  authoritative  literature.  The disclosure  guidance in
EITF 03-1 was not delayed. Management continues to closely monitor the effect of
implementing   EITF   03-1,   but   does  not   believe   the   Group   has  any
"other-than-temporarily impaired" securities at March 31, 2005. As of that date,
75% of the Group's $32.3  million in fixed  maturity  securities  will mature by
March  31,  2006 and it is  management's  intent  to hold  these  securities  to
maturity.


Note 2.   Earnings Per Share and ADS

     The Company  calculates  earnings per share in accordance with Statement of
Financial Accounting Standards No. 128 ("SFAS 128"),  "Earnings per Share." This
statement  requires the  presentation  of basic and diluted  earnings per share.
Basic  earnings  per share is  calculated  by dividing net income or loss by the
weighted-average  number of Ordinary  Shares  outstanding  during the applicable
period,  excluding  shares  held by the ESOT and the ALOT which are  regarded as
treasury  stock for the  purposes  of this  calculation.  The Company has issued
employee share options,  which are considered  potential common stock under SFAS
128.

     The Company has also issued  Ordinary Share warrants to Bank of Scotland in
connection  with the Company's  bank facility (now  terminated),  which are also
considered  potential common stock under SFAS 128. Diluted earnings per share is
calculated  by dividing  net income by the  weighted-average  number of Ordinary
Shares   outstanding   during  the  applicable  period  as  adjusted  for  these
potentially  dilutive  options and warrants  which are  determined  based on the
"Treasury  Stock  Method."  As the  Company  recorded a net loss for both of the
three month periods ended March 31, 2005 and 2004, the  calculations  of diluted
loss per share for these periods do not include  potentially  dilutive  employee
share  options  and  warrants  issued  to the  Bank  of  Scotland  as  they  are
anti-dilutive  and, if included,  would have  resulted in a reduction of the net
loss per share.  If the  Company had  reported  net income for both of the three
month periods ended March 31, 2005 and 2004, there would have been an additional
117,139 and  862,058  shares,  respectively,  included  in the  calculations  of
diluted earnings per share for these periods.

                                       10
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     A  reconciliation  of the  numerators  and  denominators  for the basic and
diluted earnings (loss) per share calculations is as follows:
<TABLE>
<CAPTION>

                                                                                      Three Months Ended
                                                                                             March 31,
                                                                                   ------------  ------------
                                                                                       2005          2004
                                                                                   ------------  ------------
                                                                                  (In thousands, except share,
                                                                                    per share and ADS amounts)

<S>                                                                                <C>           <C>
Net loss..........................................................................   $   (1,159)   $   (6,690)
                                                                                   ------------  ------------
                                                                                   ------------  ------------

Basic and diluted loss per share and ADS:
Weighted average number of Ordinary Shares outstanding,
  excluding shares held by the employee benefit trusts............................   50,916,692    50,754,192
                                                                                   ------------  ------------

Basic and diluted loss per share..................................................   $    (0.02)   $    (0.13)
                                                                                   ------------  ------------
                                                                                   ------------  ------------

Basic and diluted loss per ADS....................................................   $    (0.23)   $    (1.32)
                                                                                   ------------  ------------
                                                                                   ------------  ------------
</TABLE>


Note 3.   Investments

     The Group's  investments  consist of fixed maturity and equity  securities.
Fixed  maturity  securities  are  classified  as  either  available-for-sale  or
held-to-maturity,  and equity  securities  are  classified as either  trading or
available-for-sale. The investments are accounted for as follows:

     i)   available-for-sale securities are recorded at fair value, with changes
          in unrealized gains and losses excluded from net income,  but reported
          net of  applicable  income taxes and  adjustments  to deferred  policy
          acquisition cost  amortization as a separate  component of accumulated
          other comprehensive income;

     ii)  held-to-maturity  securities  are  recorded at  amortized  cost unless
          these securities become other-than-temporarily impaired; and

     iii) trading  securities  are  recorded  at  fair  value  with  changes  in
          unrealized gains and losses included in net income.

     When a quoted market price is available for a security, the Group uses this
price to determine  fair value.  If a quoted market price is not available for a
security,  management  estimates the security's  fair value based on appropriate
valuation methodologies.

     For a discussion of the Company's  accounting  policies with respect to the
determination of fair value of investments and other-than-temporary impairments,
see the  section  entitled  "Critical  Accounting  Policies"  in Part I,  Item 2
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  below.  The  Group's  private   securities   primarily  consist  of
convertible  preferred  stock  holdings  in  technology  companies.   Management
periodically reviews financial information with respect to the issuers of equity
securities held by the Group. In addition, management maintains contact with the
management of these  issuers  through  ongoing  dialogue to examine the issuers'
future plans and prospects.

     The Group's fixed maturity securities are principally comprised of U.S. and
non-U.S. corporate debt and U.S. government agency securities. Generally, quoted
market prices are available for these securities.

                                       11
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Fixed Maturity Securities

       An analysis of fixed maturity securities is as follows:
<TABLE>
<CAPTION>

                                              March 31, 2005                                     December 31, 2004
                            --------------------------------------------------  --------------------------------------------------
                                           Gross        Gross       Estimated                   Gross       Gross       Estimated
                             Amortized   Unrealized   Unrealized      Fair       Amortized   Unrealized   Unrealized      Fair
                               Cost        Gains        Losses        Value        Cost         Gains       Losses        Value
                            -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
                                                                 (In thousands)
Available-for-Sale:
Non-U.S. corporate
<S>                         <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>
   debt securities......... $    18,681  $        24  $       (29) $    18,676  $    19,117  $        65  $       (29) $    19,153
Corporate debt securities..       5,406            -          (49)       5,357        2,224            1           (1)       2,224
                            -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
                            $    24,087  $        24  $       (78) $    24,033  $    21,341  $        66  $       (30) $    21,377
                            -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------

Held-to-Maturity:
U.S. government agency
   securities.............. $     1,144  $         -  $        (1) $     1,143  $         -  $         -  $         -  $         -
Corporate debt securities..       7,145            -          (68)       7,077            -            -            -            -
                            -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
                            $     8,289  $         -  $       (69) $     8,220  $         -  $         -  $         -  $         -
                            -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
Total fixed maturity
   securities.............. $    32,376  $        24  $      (147) $    32,253  $    21,341  $        66  $       (30) $    21,377
                            -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
                            -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
</TABLE>

Equity Securities

         Equity  securities  are  comprised  of  available-for-sale  and trading
securities. An analysis of equity securities is as follows:

<TABLE>
<CAPTION>

                                              March 31, 2005                                     December 31, 2004
                            --------------------------------------------------  --------------------------------------------------
                                           Gross        Gross       Estimated                   Gross       Gross       Estimated
                                         Unrealized   Unrealized      Fair                   Unrealized   Unrealized      Fair
                               Cost        Gains        Losses        Value        Cost         Gains       Losses        Value
                            -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
                                                                 (In thousands)
Private corporate equity
<S>                         <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>
   securities.............. $       850  $         -  $         -  $       850  $       850  $         -  $         -  $       850
                            -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------

Total available-for-sale
   equity securities.......         850            -            -          850          850            -            -          850

Trading securities.........         102            -          (56)          46          586           20          (54)         552
                            -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
Total equity securities.... $       952  $         -  $       (56) $       896  $     1,436  $        20  $       (54) $     1,402
                            -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
                            -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
</TABLE>

     Trading securities are carried at fair value with changes in net unrealized
gains and losses of $(22,000)  and  $(4,833,000)  included in the losses for the
three month periods ended March 31, 2005 and 2004, respectively.



                                       12
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Investment Concentration and Risk

     As of March 31, 2005, fixed maturity  securities held by the Group included
investments  in Ford Motor  Credit  ("FMC") of  $6,106,000  and  General  Motors
Acceptance Corp. ("GMAC") of $6,097,000. These two corporate issuers represented
more than 10% of  shareholders'  equity as of March 31, 2005.  However,  both of
these holdings are short-term: the FMC bonds will mature on February 1, 2006 and
the GMAC bonds will mature on January 15, 2006.

     As of March 31, 2005, the Company's Jersey based life insurance subsidiary,
LPAL, owned 74% of the Group's $32.3 million in fixed maturity  securities,  99%
of the Group's $0.9 million in available-for-sale private equity securities, and
none of the Group's $46,000 in trading securities. LPAL is a regulated insurance
company, and as such it must meet stringent capital adequacy requirements and it
may not make  any  distributions  without  the  consent  of  LPAL's  independent
actuary.  LPAL's  investments are therefore not currently  available to fund the
operations or commitments of the Company or its other subsidiaries.

     Fixed  maturity   securities   considered   less  than   investment   grade
approximated  0.9% of total fixed  maturity  securities as of March 31, 2005. On
May 5, 2005, one of the two major credit rating agencies in the U.S.  downgraded
the  long-term  credit  ratings of Ford Motor Co. and General  Motors  Corp.  As
discussed above, the Group's FMC and GMAC holdings, which total $12.2 million in
aggregate, representing 37.8% of total fixed maturity securities as of March 31,
2005,  will mature in early 2006. As the Group intends to hold these  securities
to maturity,  the Group's  management  does not believe  that the credit  rating
downgrades will adversely  impact the repayment of principal in full at maturity
of these bonds.

Net Unrealized Gains (Losses) on Available-for-Sale Securities

     Net unrealized gains and (losses) on fixed maturity  securities  classified
as  available-for-sale  as of March  31,  2005 and  December  31,  2004  totaled
$(54,000)  and  $36,000,  respectively.  There were no related  deferred  policy
acquisition cost adjustments or income taxes.

     There were no unrealized gains or losses on equity securities classified as
available-for-sale as of March 31, 2005 and December 31, 2004, respectively.

     Changes in net unrealized gains and losses on available-for-sale securities
included in other comprehensive  income for the period ended March 31, 2005 were
as follows:
<TABLE>
<CAPTION>
                                                                                         Net Unrealized Gains (Losses)
                                                                                   ----------------------------------------
                                                                                      Fixed
                                                                                     Maturity       Equity
                                                                                    Securities    Securities      Total
                                                                                   ------------  ------------  ------------
                                                                                                (In thousands)

<S>                                                                                <C>           <C>           <C>
Net unrealized gains on available-for-sale securities as of
   December 31, 2004.........................................................        $       36    $        -    $       36

Changes during the three month period ended March 31, 2005:
   Unrealized holding gains and losses on available-for-sale securities......               (88)            -           (88)
   Reclassification adjustment for gains and losses included in net
      income (loss)..........................................................                (2)            -            (2)
                                                                                   ------------  ------------  ------------
Net unrealized losses on available-for-sale securities as of
   March 31, 2005............................................................        $      (54)   $        -     $     (54)
                                                                                   ------------  ------------  ------------
                                                                                   ------------  ------------  ------------
</TABLE>


                                       13
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Realized Gains and Losses

     Information  about gross and net  realized  gains and losses on  securities
transactions is as follows:

<TABLE>
<CAPTION>

                                                                                      Three Months Ended
                                                                                             March 31,
                                                                                   ------------  ------------
                                                                                       2005          2004
                                                                                   ------------  ------------
                                                                                         (In thousands)
<S>                                                                                <C>           <C>
Realized gains (losses) on securities transactions:
Equity securities, trading:
   Gross gains....................................................................   $       22    $    1,231
   Gross losses...................................................................          (65)            -
                                                                                   ------------  ------------
Net realized gains (losses) on equity securities, trading.........................          (43)        1,231
                                                                                   ------------  ------------
Equity securities, available-for-sale:
   Gross losses...................................................................            -        (1,875)
                                                                                   ------------  ------------
Net realized investment losses on securities transactions.........................   $      (43)   $     (644)
                                                                                   ------------  ------------
                                                                                   ------------  ------------
</TABLE>


Note 4.   Cash Held in Escrow

     Cash  held in  escrow  consists  of the  proceeds  from the sale of  London
Pacific Advisors ("LPA") to SunGard Business Systems Inc. ("SunGard") on June 5,
2003  which  were held back to cover any of the  Group's  indemnity  obligations
within the 18 month period  following the close of the  transaction.  Funds were
due to be released  with  accrued  interest in December  2004,  less any amounts
related  to  indemnification  matters  as  set  out  in the  sale  and  purchase
agreement.  The Company was made aware on March 8, 2005 of  SunGard's  complaint
with  respect to  alleged  losses in an amount  equal to at least  $7.2  million
resulting from,  among other things,  alleged  breaches of  representations  and
warranties contained in the sale and purchase agreement. SunGard is also seeking
indemnification  from the Company.  After  consultation with its legal advisors,
the Group's management  believes that this claim is without merit, and the Group
is  defending  the matter  vigorously.  See Part II, Item 1 "Legal  Proceedings"
below for further information. Due to this indemnification claim by SunGard, the
$1.0  million in cash held in escrow was not  released  to the Group in December
2004 as scheduled. The Company has not made any reserve against the $1.0 million
in escrow.


Note 5.   Other Assets

     An analysis of other assets is as follows:
<TABLE>
<CAPTION>

                                                                                     March 31,   December 31,
                                                                                       2005          2004
                                                                                   ------------  ------------
                                                                                         (In thousands)

<S>                                                                                <C>           <C>
Property, equipment and leasehold improvements, net...............................   $       59    $       70
Prepayments.......................................................................          325           422
Receivables:
   Fee income receivable..........................................................           93           175
   Other receivables .............................................................           25            24
                                                                                   ------------  ------------
Total other assets................................................................   $      502    $      691
                                                                                   ------------  ------------
                                                                                   ------------  ------------
</TABLE>


                                       14
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 6.   Commitments and Contingencies

     As  previously  disclosed  in the  Company's  2002,  2003 and 2004  audited
consolidated financial statements,  and notes thereto, included in the Company's
Annual  Report  on Form  10-K for each of those  years,  the  Company's  primary
insurance  company,  London Pacific Life & Annuity Company  ("LPLA"),  in August
2002 was placed  under  regulatory  control and  rehabilitation  based on LPLA's
statutory  capital and  surplus as of June 30,  2002.  On July 9, 2004,  a court
order was issued  approving a plan of  liquidation  for LPLA and also  approving
exchange  agreements  which give  policyholders  the option of exchanging  their
existing policies for new policies in another insurance  company.  In the course
of the  administration  of LPLA in  rehabilitation,  in November 2002, the North
Carolina Department of Insurance ("NCDOI") requested information  concerning the
history of a limited number of investments in securities of portfolio companies.
These portfolio  investments  have been associated with LPLA for more than seven
years,  and involve  intercompany  transfers.  The  history of their  investment
performance  and  ownership  is complex.  The Company  has  complied  with these
requests.  The Company is not able at this time to predict what  conclusions the
NCDOI will reach after evaluation of this information.

     As discussed  above in Note 4 "Cash Held in Escrow," on March 8, 2005,  the
Company was made aware of a complaint  filed by SunGard and SunGard's  claim for
indemnification  with  respect to alleged  losses in an amount equal to at least
$7.2  million   resulting  from,   among  other  things,   alleged  breaches  of
representations  and  warranties  contained in the sale and purchase  agreement.
After consultation with its legal advisors, the Group's management believes that
this claim is without merit,  and the Group is defending the matter  vigorously.
As such,  no provision  for this  contingent  liability has been included in the
Group's financial  statements as of March 31, 2005, nor has the Company made any
reserve  against the $1.0  million  held in  escrow.  See Part II, Item 1 "Legal
Proceedings" below for further information.

Guarantees

     In November  2002, the FASB issued FASB  Interpretation  No. 45 ("FIN 45"),
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantees  of  Indebtedness  of  Others - an  interpretation  of FASB
Statements No. 5, 57 and 107 and rescission of FASB  Interpretation No. 34." The
following  is a  summary  of the  Company's  agreements  that  the  Company  has
determined are within the scope of FIN 45.

     Under its Memorandum and Articles of Association, the Company has agreed to
indemnify its officers and directors for certain events or  occurrences  arising
as a result of the officer or  director  serving in such  capacity.  The maximum
potential  amount of future payments the Company could be required to make under
these  indemnification  agreements is unlimited.  However, the Company maintains
directors and officers  liability  insurance that limits the Company's  exposure
and enables it to recover a portion of any future  amounts  paid. As a result of
its insurance  coverage,  the Company believes the estimated fair value of these
indemnification  agreements is minimal and has no liabilities recorded for these
agreements as of March 31, 2005.

     The Company  enters into  indemnification  provisions  under its agreements
with other companies in its ordinary course of business, typically with business
partners,  clients and landlords.  Under these provisions, the Company generally
indemnifies  and holds  harmless the  indemnified  party for losses  suffered or
incurred by the indemnified party as a result of the Company's activities. These
indemnification   provisions  sometimes  include  indemnifications  relating  to
representations made by the Company with regard to intellectual property rights.
These indemnification provisions generally survive termination of the underlying
agreement.  The maximum potential amount of future payments the Company could be
required  to make under  these  indemnification  provisions  is  unlimited.  The
Company  believes  the  estimated  fair value of these  agreements  is  minimal.
Accordingly,  the Company has no liabilities recorded for these agreements as of
March 31, 2005.

                                       15
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 7.   Business Segment and Geographical Information

     The Company's reportable operating segments are classified according to its
businesses of life insurance and annuities, and venture capital and consulting.

     Intercompany  transfers between reportable operating segments are accounted
for at prices  which are designed to be  representative  of  unaffiliated  third
party transactions.

     Summary  revenue and  investment  gain  (loss)  information  by  geographic
segment,  based on the domicile of the Group company  generating those revenues,
is as follows:
<TABLE>
<CAPTION>

                                                                                      Three Months Ended
                                                                                             March 31,
                                                                                   ------------  ------------
                                                                                       2005          2004
                                                                                   ------------  ------------
                                                                                        (In thousands)

<S>                                                                                <C>           <C>
Jersey............................................................................   $      310    $   (4,400)
Guernsey..........................................................................           15          (731)
United States.....................................................................          150           110
                                                                                   ------------  ------------
Consolidated revenues and net investment gains and losses.........................   $      475    $   (5,021)
                                                                                   ------------  ------------
                                                                                   ------------  ------------
</TABLE>

     Revenues  and income  (loss)  before  income tax expense for the  Company's
reportable  operating  segments,   based  on  management's   internal  reporting
structure, were as follows:
<TABLE>
<CAPTION>

                                                                                      Three Months Ended
                                                                                             March 31,
                                                                                   ------------  ------------
                                                                                       2005          2004
                                                                                   ------------  ------------
                                                                                         (In thousands)
Revenues and net investment gains and losses:
<S>                                                                                <C>           <C>
Life insurance and annuities .....................................................   $      296    $   (4,405)
Venture capital management........................................................           98          (642)
                                                                                   ------------  ------------
                                                                                            394        (5,047)
Reconciliation of segment amounts to consolidated amounts:
Interest and other fee income ....................................................           81            26
                                                                                   ------------  ------------
Consolidated revenues and net investment gains and losses.........................   $      475    $   (5,021)
                                                                                   ------------  ------------
                                                                                   ------------  ------------
Loss before income taxes:
Life insurance and annuities .....................................................   $     (433)   $   (5,045)
Venture capital management........................................................         (211)         (971)
                                                                                   ------------  ------------
                                                                                           (644)       (6,016)
Reconciliation of segment amounts to consolidated amounts:
Interest and other fee income.....................................................           81            26
Corporate expenses................................................................         (591)         (693)
                                                                                   ------------  ------------
Consolidated loss before income tax expense ......................................   $   (1,154)   $   (6,683)
                                                                                   ------------  ------------
                                                                                   ------------  ------------
</TABLE>

                                       16
<PAGE>


Item 2.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
         RESULTS OF OPERATIONS

     As used herein,  the terms  "registrant,"  "Company,"  "we," "us" and "our"
refer to Berkeley Technology Limited.  Except as the context otherwise requires,
the term "Group" refers collectively to the registrant and its subsidiaries.

     This  Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations should be read in conjunction with the unaudited condensed
consolidated  financial  statements,  and the notes  thereto,  included  in this
quarterly  report,  and the  December 31, 2004  audited  consolidated  financial
statements,  and the notes  thereto,  included in our Annual Report on Form 10-K
filed  with the SEC on March 23,  2005.  The  unaudited  condensed  consolidated
financial statements are prepared in accordance with U.S. GAAP. This item should
also be read in  conjunction  with the  "Forward-Looking  Statements and Factors
That May  Affect  Future  Results"  which are set  forth  below and in our other
filings with the SEC.

Forward-Looking Statements and Factors That May Affect Future Results

     This  Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations and other sections of this report contain  forward-looking
statements  within the meaning of Section 21E of the Securities  Exchange Act of
1934,  as  amended.  Such  forward-looking   statements  are  based  on  current
expectations, estimates, forecasts and projections about the industries in which
we operate,  management's  current beliefs and  assumptions  made by management.
Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks,"
"estimates,"  "goals,"  variations  of such words and  similar  expressions  are
intended to identify such forward-looking  statements.  These statements are not
guarantees of future  performance and involve certain risks,  uncertainties  and
assumptions  that are  difficult  to predict.  Future  outcomes  and results may
differ  materially from what is expressed or forecasted in such  forward-looking
statements. We undertake no obligation to update any forward-looking statements,
whether as a result of new information, future developments or otherwise.

     Factors   that  could  cause  or   contribute   to   deviations   from  the
forward-looking statements include those discussed in this section, elsewhere in
this report and in our other filings with the SEC. The factors include,  but are
not limited to, (i) the risks described in Item 3 "Quantitative  and Qualitative
Disclosures  About Market Risk," (ii)  variations in demand for our products and
services,  (iii) the success of our new products and services,  (iv) significant
changes in net cash flows in or out of our businesses,  (v)  fluctuations in the
performance of debt and equity markets worldwide,  (vi) the enactment of adverse
state,  federal  or  foreign  regulation  or  changes  in  government  policy or
regulation (including accounting standards) affecting our operations,  (vii) the
effect of  economic  conditions  and  interest  rates in the U.S.,  the U.K.  or
internationally,  (viii)  the  ability of our  subsidiaries  to compete in their
respective businesses, (ix) our ability to attract and retain key personnel, and
(x) actions by governmental authorities that regulate our businesses,  including
insurance commissions.

                                       17
<PAGE>



RESULTS OF OPERATIONS BY BUSINESS SEGMENT

Life Insurance and Annuities

     Certain  information  regarding our life insurance and annuities  segment's
results of operations is as follows:
<TABLE>
<CAPTION>

                                                                                      Three Months Ended
                                                                                             March 31,
                                                                                   ------------  ------------
                                                                                       2005          2004
                                                                                   ------------  ------------
                                                                                         (In thousands)
Revenues and net investment gains (losses):
<S>                                                                                <C>           <C>
Investment income.................................................................   $      321    $      338
Insurance policy charges .........................................................            -             2
Net realized investment losses....................................................          (43)       (1,256)
Change in net unrealized investment gains and losses on trading securities .......           18        (3,489)
                                                                                   ------------  ------------
Total revenues and net investment losses..........................................          296        (4,405)

Expenses:
Amounts credited on insurance policyholder accounts ..............................          290           384
General and administrative expenses ..............................................          439           256
                                                                                   ------------  ------------
Total expenses....................................................................          729           640
                                                                                   ------------  ------------
Loss before income tax expense....................................................   $     (433)   $   (5,045)
                                                                                   ------------  ------------
                                                                                   ------------  ------------
</TABLE>

     As previously  disclosed in our 2002,  2003 and 2004 Annual Reports on Form
10-K,  during  2002,  our primary  insurance  company,  LPLA,  was placed  under
regulatory  control and  rehabilitation  based on LPLA's  statutory  capital and
surplus as of June 30, 2002. On July 2, 2002, we announced that further declines
in the value of LPLA's investment  portfolio,  due to persistent negative events
in the equity and bond markets,  continued to erode  significantly the statutory
capital of LPLA and that we were  unsuccessful  in concluding a  transaction  to
enhance the capital of LPLA. As a consequence, LPLA discontinued the issuance of
new policies as of July 2, 2002.  Although the  statutory  capital of our Jersey
insurance  subsidiary,  LPAL,  was not  affected by the adverse  equity and bond
markets to the same extent as the statutory  capital of LPLA, we also  announced
on July 2, 2002 that LPAL  would  discontinue  writing  new  policies  effective
immediately.  The decision to discontinue  the issuance of new policies  through
LPAL was made to avoid the increased capital  requirements created by additional
policyholder   liabilities.   Subsequent   to  this   announcement   and   other
announcements relating to the Company and LPLA, LPAL policy surrenders increased
substantially.  Approximately  86% of  LPAL's  $140.2  million  in  policyholder
liabilities  as of June 30,  2002 have been  surrendered  or have  matured as of
March  31,  2005.  Policyholder  liabilities  as of March 31,  2005  were  $19.9
million.

     Due to the events referred to above, LPAL focuses on managing the remaining
block of  policyholder  liabilities.  There are no plans  currently to write new
policies.

First quarter of 2005 compared to first quarter of 2004

     In the first quarter of 2005,  LPAL  contributed a loss before income taxes
of $0.4  million to our overall  loss before  income  taxes,  compared to a loss
before income taxes of $5.0 million in the first  quarter of 2004.  Net realized
investment  losses in the first  quarter of 2005 were  $43,000  compared  to net
realized  investment  losses of $1.3 million in the first  quarter of 2004.  The
gain from the change in net unrealized  investment  gains and losses was $18,000
in the first  quarter of 2005,  compared to a loss of $3.5  million in the first
quarter of 2004. In the first  quarter of 2005,  the spread  between  investment
income and amounts credited to policyholders  increased by $77,000;  and general
and  administrative  expenses,  excluding  employee severance costs of $293,000,
decreased by $110,000, each as compared to the first quarter of 2004.

                                       18
<PAGE>

     LPAL did not  generate  any  premiums  during the first  quarter of 2005 or
2004. LPAL discontinued  selling new policies on July 2, 2002 as a result of the
events described above.

     The spread between  investment income and amounts credited to policyholders
improved during the first quarter of 2005 compared to the first quarter of 2004,
from negative  $46,000 to positive  $31,000.  Interest  credited on policyholder
accounts decreased by $0.1 million in the first quarter of 2005 to $0.3 million,
compared  with $0.4  million in the first  quarter of 2004.  This  decrease  was
primarily due to policy  maturities.  The average rate credited to policyholders
was 5.5% during the first  quarter of 2005,  the same as in the first quarter of
2004. Interest income on investments remained level at $0.3 million in the first
quarter of 2005,  compared to the first  quarter of 2004.  Though some of LPAL's
corporate  bonds  investments  have  matured  since the first  quarter  of 2004,
matching  policy  maturities,  the  level of  corporate  bonds  held by LPAL has
increased  from $22.8  million at March 31,  2004 to $24.0  million at March 31,
2005.  LPAL sold all of its $9.5  million of listed  equity  securities  held at
March 31, 2004 by the end of the first quarter of 2005, and has reinvested  most
of the proceeds in corporate bonds.

     Net  investment  losses  totaled  $25,000  in the  first  quarter  of 2005,
compared to net investment  losses of $4.7 million in the first quarter of 2004.
As discussed above,  during 2004, LPAL held significant  levels of listed equity
securities,  causing LPAL's results to be impacted by equity market  volatility.
As LPAL no longer holds these listed  equity  securities,  LPAL's  equity market
risk has been reduced significantly.

     Total  invested  assets  decreased  to $31.5  million as of March 31, 2005,
compared to $33.1 million as of December 31, 2004, primarily due to policyholder
benefits paid of $1.3 million during the first quarter of 2005. On total average
invested assets in the first quarter of 2005, the average annualized net return,
including both realized and unrealized  investment  gains and losses,  was 3.8%,
compared with -40.1% in the first quarter of 2004.

     Policyholder  liabilities  as of March 31, 2005 were $19.9 million of which
$5.5 million is scheduled to mature  during the  remaining  nine months of 2005.
The maturity  profile of LPAL's  corporate bond portfolio has been structured to
match  approximately the maturity profile of LPAL's policies.  In the absence of
significant   redemptions,   policyholder   liabilities   are  projected  to  be
approximately $15.1 million at the end of 2005.

     Included in general and  administrative  expenses for the first  quarter of
2005 are  $293,000 of employee  severance  costs.  In order to reduce  operating
costs and to conserve  cash,  and in light of the decrease in the size of LPAL's
operations,  LPAL reduced its staff in January  2005.  Excluding the $293,000 of
employee  severance  costs,  general and  administrative  expenses for the first
quarter of 2005 were  $146,000,  compared to $256,000  for the first  quarter of
2004. This decrease was primarily due to lower staff costs.

                                       19
<PAGE>

Venture Capital and Consulting

     Certain information  regarding our venture capital and consulting segment's
results of operations is as follows:
<TABLE>
<CAPTION>

                                                                                      Three Months Ended
                                                                                             March 31,
                                                                                   ------------  ------------
                                                                                       2005          2004
                                                                                   ------------  ------------
                                                                                         (In thousands)
Revenues and net investment gains (losses):
<S>                                                                                <C>           <C>
Consulting fees...................................................................   $      138    $       90
Net realized investment gains.....................................................            -           441
Change in net unrealized investment gains and losses on trading securities........          (40)       (1,173)
                                                                                   ------------  ------------
Total revenues and net investment gains (losses)..................................           98          (642)

Operating expenses................................................................          309           329
                                                                                   ------------  ------------
Loss before income tax expense....................................................   $     (211)   $     (971)
                                                                                   ------------  ------------
                                                                                   ------------  ------------
</TABLE>

First quarter of 2005 compared to first quarter of 2004

     In the first quarter of 2005, the venture  capital and  consulting  segment
contributed  a loss before  income  taxes of $0.2  million to our  overall  loss
before income  taxes,  compared to a loss before income taxes of $1.0 million in
the  first  quarter  of  2004.  The  loss  in the  first  quarter  of  2005  was
attributable  partly to an excess of  operating  expenses  over  consulting  fee
income and partly to unrealized  investment losses on listed equity  securities.
The  results in the first  quarter of 2004 were  attributable  primarily  to net
realized and unrealized  investment  losses on listed equity  securities.  These
positions in listed equity  securities  resulted from privately held  technology
companies,  in which the venture  capital and  consulting  segment had an equity
interest,  completing  initial  public  offerings or being  acquired by publicly
traded companies in stock-for-stock acquisitions. At March 31, 2004, the venture
capital and consulting segment held $2.0 million of listed equity securities. By
the end of the third of quarter of 2004,  all but one listed equity holding were
sold, thereby significantly reducing this segment's equity market risk.

     The change in net unrealized  gains and losses in the listed equity trading
portfolio  during the first  quarter of 2005 was a loss of $40,000.  The trading
portfolio,  now  consisting of only one listed equity  security,  decreased from
$85,000 as of December 31, 2004 to $45,000 as of March 31, 2005.

     The venture  capital  and  consulting  segment  earned  consulting  fees of
$138,000  during  the first  quarter  of 2005  compared  to $90,000 in the first
quarter  of 2004,  by  advising  a small  number  of North  American  technology
companies that are looking to grow their  businesses or to expand their investor
base  overseas,  primarily  in  Europe  and  Japan.  BICC  advises  on  overseas
operations,  assists in locating partners, customers and investment capital, and
occasionally will take principal  positions where the case is compelling and the
timeframe for realization  could be relatively  short.  Typically,  BICC seeks a
retainer (monthly or upfront depending on the nature of the assignment) from its
North  American  technology  company  clients  for its  consulting  work,  and a
"success fee" upon the successful completion of its assignment.

Corporate and Other

First quarter of 2005 compared to first quarter of 2004

     Included in corporate expenses for the first quarter of 2005 are $80,000 of
employee severance costs. In order to reduce our operating costs and to conserve
cash,  and in light of the decrease in the size and complexity of our continuing
operations, we reduced our corporate staff in January 2005. In addition, we have
implemented  or  are in the  process  of  implementing  other  cost  reductions.
Excluding the $80,000 of employee  severance costs,  corporate  expenses for the
first quarter of 2005 were $0.5  million,  compared to $0.7 million in



                                       20
<PAGE>

the first quarter of 2004. This decrease  primarily was due to lower staff costs
as well as professional services fees.

Consolidated Loss Before Income Tax Expense

First quarter of 2005 compared to first quarter of 2004

     Our  consolidated  loss before  income tax expense was $1.2  million in the
first  quarter of 2005,  compared  to a loss  before  income tax expense of $6.7
million in the first  quarter of 2004.  This lower loss was due primarily to net
realized and unrealized  investment  losses of $0.1 million in the first quarter
of 2005,  compared to net  realized  and  unrealized  investment  losses of $5.5
million in the first quarter of 2004.

     Due to the sales of almost all of our listed equity  securities during 2004
and the first  quarter  of 2005,  our  results  will no longer be  significantly
impacted by equity market volatility.

     Subsequent  to the  completion  of the  sales of our asset  management  and
financial advisory services  businesses during 2003, we now focus on our venture
capital and consulting business. We continue to pursue opportunities to grow the
business  in the  future,  however,  there  is no  guarantee  that  we  will  be
successful in redeveloping our venture capital and consulting operations.

Income Taxes

     We are  subject  to  taxation  on our income in all  countries  in which we
operate based upon the taxable income arising in each country. However, realized
gains on certain  investments are exempt from Jersey and Guernsey  taxation.  We
are subject to income tax in Jersey at a rate of 20%. In the United  States,  we
are subject to both federal and  California  taxes at rates up to 34% and 8.84%,
respectively.

First quarter of 2005

     Although our loss before  income tax expense was $1.2 million for the first
quarter of 2005, we recorded income tax expense of $5,000 for the period, due to
minimum  California taxes.  While $0.8 million of losses were contributed by our
Jersey and Guernsey  operations  during the period, we did not recognize any tax
benefits  due to the  uncertainty  surrounding  their  recovery  before  expiry.
Although $0.3 million of losses were contributed by our U.S. subsidiaries during
the period, we did not recognize any U.S. tax benefits due to the 100% valuation
allowances that we have provided for all deferred tax assets.


CRITICAL ACCOUNTING POLICIES

     Management has identified those accounting policies that are most important
to the accurate  portrayal of our financial  condition and results of operations
and that require management's most complex or subjective  judgments,  often as a
result of the need to make  estimates  about  the  effect  of  matters  that are
inherently  uncertain.  These most critical  accounting  policies pertain to our
investments, life insurance policy liabilities and contingent liabilities. These
critical accounting policies are described below.

Determination of Fair Values of Investments

     When a quoted market price is available  for a security,  we use this price
in the  determination  of fair value.  If a quoted market price is not available
for a  security,  management  estimates  the  security's  fair  value  based  on
valuation methodologies as described below.

     We  hold  investments  in  privately  held  equity  securities,   primarily
convertible  preferred  stock in venture  capital  companies  doing  business in
various segments of technology  industries.  Venture capital  investing  entails
making  investments in companies  that are  developing  products or services for
large  emerging  markets  with the  belief  that  these  investments  will yield
superior  returns if these  companies  are  successful.  These  investments  are
normally held for a number of years. When we make these investments, most of the

                                       21
<PAGE>

companies  are still  developing  the products they intend to bring to market or
are in the early stages of product  sales.  Venture  capital  companies  are net
consumers of cash and often dependent upon additional financing to execute their
business plans.  These  investments  involve  substantial risk and the companies
generally  lack  meaningful  historical  financial  results used in  traditional
valuation  models.  The process of pricing  these  securities  range from fierce
competitive  bidding  between  financial   institutions  to  existing  investors
negotiating  prices  with  the  company  without  outside  investor  validation.
Investments  in  convertible   preferred   stock  come  with  rights  that  vary
dramatically both from company to company and between rounds of financing within
the same company. These rights, such as anti-dilution,  redemption,  liquidation
preferences and participation, bear directly on the price an investor is willing
to pay for a security.  The returns on these investments are generally  realized
through an initial  public  offering of the company's  shares or, more commonly,
through the company's acquisition by a public company.

     One of the  factors  affecting  fair value is the  amount of time  before a
company  requires  additional  financing to support its  operations.  Management
believes that companies that are financed to the estimated  point of operational
profitability  or for a period  greater  than one year will most  likely  return
value to the investor through an acquisition between a willing buyer and seller,
as the company does not need to seek financing from an opportunistic investor or
insider in an adverse  investment  environment.  If a particular  company  needs
capital in the near term,  management  considers  a range of factors in its fair
value  analysis,  including  our  ability  to  recover  our  investment  through
surviving liquidation  preferences.  Management's  valuation  methodologies also
include  fundamental  analysis that evaluates the investee company's progress in
developing  products,  building  intellectual  property  portfolios and securing
customer  relationships,  as well as overall industry conditions,  conditions in
and prospects for the investee's  geographic  region,  and overall equity market
conditions.   This  is  combined  with   analysis  of   comparable   acquisition
transactions and values to determine if the security's  liquidation  preferences
will ensure full recovery of our investment in a likely acquisition  outcome. In
its valuation analysis, management also considers the most recent transaction in
a company's shares.

     The determination of fair values of investments requires the application of
significant  judgment.  It is possible that the factors  evaluated by management
and fair values will change in subsequent  periods,  especially  with respect to
our  privately  held equity  securities in  technology  companies,  resulting in
material impairment charges in future periods.

Other-than-temporary Impairments

     Management  performs an ongoing review of all  investments in the portfolio
to   determine   if   there   are  any   declines   in  fair   value   that  are
other-than-temporary.

     Since our listed equity  securities are  classified as trading  securities,
impairment  adjustments  are not  required as any change in the market  value of
these securities between reporting periods is included in earnings.

     In  relation  to  our  equity   securities  that  do  not  have  a  readily
determinable  fair value and are  classified as  available-for-sale,  factors we
consider in  impairment  reviews  include:  (i) the length of time and extent to
which  estimated  fair  values  have been  below  cost and the  reasons  for the
decline,  (ii)  the  investee's  recent  financial  performance  and  condition,
earnings trends and future  prospects,  (iii) the market condition of either the
investee's  geographic area or industry as a whole, and (iv) concerns  regarding
the investee's  ability to continue as a going concern (such as the inability to
obtain  additional  financing).  If the evidence supports that a decline in fair
value is  other-than-temporary,  then the investment is reduced to its estimated
fair value,  which becomes its new cost basis,  and a realized loss is reflected
in earnings.

     We determine that a fixed maturity security is impaired when it is probable
that we will  not be  able to  collect  amounts  due  (principal  and  interest)
according to the security's  contractual  terms. We make this  determination  by
considering  all  available  facts and  circumstances,  including our intent and
ability to continue to hold the investment to maturity.  The factors we consider
include:  (i) the length of time and extent to which the market values have been
below  amortized cost and the reasons for the decline,  (ii) the issuer's recent
financial performance and condition, earnings trends and future prospects in the
near to mid-term,  (iii) changes in the issuer's  debt rating and/or  regulatory
actions or other events that may effect the issuer's operations, (iv)

                                       22
<PAGE>

the market  condition  of either the issuer's  geographic  area or industry as a
whole,  and (v) factors that raise doubt about the issuer's  ability to continue
as a going  concern.  If the evidence  supports  that a decline in fair value is
other-than-temporary,  then the fixed  maturity  security is written down to its
quoted market value,  if such a value is  available.  If a readily  determinable
fair value does not exist,  then the fixed maturity  security is written down to
management's  estimate  of its fair  value,  which  is  based  on the  valuation
methodologies  described above.  Write-downs are recorded as realized losses and
included in earnings.

     The   evaluations   for   other-than-temporary   impairments   require  the
application of significant  judgment. It is possible that the impairment factors
evaluated  by  management  and fair values will  change in  subsequent  periods,
especially  with  respect to  privately  held equity  securities  in  technology
companies, resulting in material impairment charges in future periods.

Life Insurance Policy Liabilities

     We  account  for life  insurance  policy  liabilities  in  accordance  with
Statement of Financial Accounting Standards No. 97, "Accounting and Reporting by
Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains
and Losses from the Sale of  Investments."  We account for life insurance policy
liabilities for deferred annuities as investment-type  insurance products and we
record these liabilities at accumulated value (premiums  received,  plus accrued
interest to the balance sheet date, less withdrawals and assessed fees).

Contingent Liabilities

     As discussed in Note 6 to our Unaudited  Condensed  Consolidated  Financial
Statements,  we are involved in various  matters that may or may not result in a
loss to the Group.  We account for  contingent  liabilities  in accordance  with
Statement  of   Financial   Accounting   Standards   No.  5,   "Accounting   for
Contingencies."  As such, in situations where we believe that a loss is probable
and where we can  reasonably  estimate the amount of the loss, we will recognize
that estimated loss in our financial  statements.  Because of the  uncertainties
that exist, we cannot predict the outcome of the pending matters with certainty.
Actual results may differ from our estimates,  and the ultimate outcome of these
matters  could  have a  significant  impact on our  results  of  operations  and
financial position.


LIQUIDITY AND CAPITAL RESOURCES

     Our cash and cash equivalents decreased during the first quarter of 2005 by
$13.0  million  to $6.5  million.  This  decrease  in cash and cash  equivalents
resulted  from $11.5  million,  $1.3  million  and $0.2  million of cash used in
investing   activities,   financing   activities   and   operating   activities,
respectively.   Cash  used  in   financing   activities   related  to  insurance
policyholder  benefits paid by LPAL. Cash used in investing activities primarily
related to the  purchase  of fixed  maturity  securities  by the Group and LPAL,
partly  offset by the  maturity of  corporate  bonds held by LPAL.  Cash used by
operating activities primarily resulted from the $1.2 million operating loss for
the quarter to March 31, 2005,  partly offset by the sale of trading  securities
and  accrued  expenses.  As of March 31,  2005,  our cash and cash  equivalents,
excluding the amount held by LPAL,  amounted to $0.9 million, a decrease of $8.9
million from December 31, 2004. We purchased $8.5 million in corporate bonds and
U.S.  government  agency securities during the first quarter of 2005 in order to
increase our yields on our liquid resources. All of these securities will mature
on or before February 1, 2006.

     Shareholders'  equity  decreased  during the first  quarter of 2005 by $1.2
million from $22.9  million at December  31, 2004 to $21.7  million at March 31,
2005,  due to the net loss for the period of $1.2 million.  As of March 31, 2005
and December 31, 2004,  $62.6 million and $63.6  million,  respectively,  of our
Ordinary  Shares,  at cost, held by the employee benefit trusts have been netted
against shareholders' equity.

     As discussed  above in "Results of  Operations  by Business  Segment - Life
Insurance and Annuities," LPAL  discontinued  issuing new policies in July 2002.
During the first  quarter  of 2005,  LPAL  continued  to  service  its  existing
policyholders.  During this period, policy surrenders totaled $31,000 and policy
maturities totaled $1.3 million.  Policyholder liabilities were $19.9 million as
of March 31, 2005,  compared to $21.2 million

                                       23
<PAGE>


as of December 31, 2004. We do not expect significant  surrender activity during
the  remaining  nine  months of 2005;  however,  approximately  $5.5  million of
policyholder  liabilities  are scheduled to mature during this period.  LPAL has
sufficient liquid resources to fund these maturities. As of March 31, 2005, LPAL
had cash of $5.6  million,  accrued  interest  receivable  of $0.9  million  and
corporate bonds of $24.0 million.

     In prior  periods,  LPAL held listed equity  securities at levels such that
fluctuations  in the market value of these listed equity  securities  could have
had a significant  impact on LPAL's statutory capital level.  Following the sale
of LPAL's  remaining  Packeteer,  Inc. common stock holding during 2004, and the
sale of LPAL's remaining $0.5 million of listed equity holdings in January 2005,
fluctuations  in the market value of LPAL's  listed  equity  securities  will no
longer have an impact on LPAL's required statutory capital level.

     As of March 31, 2005,  we had no bank  borrowings,  guarantee  obligations,
material commitments  outstanding for capital expenditures or additional funding
for private equity portfolio companies.

     As of March 31, 2005, we had $0.9 million of cash and cash  equivalents and
$8.3  million in  short-term  bonds,  excluding  cash and bonds held by our life
insurance and annuities segment.  We believe that this cash balance and the bond
maturity  proceeds are  sufficient to fund our operations  (venture  capital and
corporate  activities)  over at least the next 12 months.  As discussed below in
Part  II,  Item  1  "Legal  Proceedings,"  we  are  involved  in  certain  legal
proceedings for which we have incurred and will incur  attorneys' fees and other
costs. The amount of such future fees and costs is currently unknown,  though we
believe that our cash and liquid  resources are sufficient to cover these costs,
in addition to our normal operating expenses, over at least the next 12 months.

     As of March 31, 2005, we had $1.0 million of cash held in escrow related to
our sale of LPA to SunGard as  discussed  above in Note 4 "Cash Held in Escrow."
Due to the legal proceedings  described below in Part II, Item 1, the release of
the escrow amount is currently  uncertain.  We have not made any reserve against
this $1.0 million held in escrow.

     In order to reduce  operating  costs and to conserve  cash, and in light of
the decrease in the size and complexity of our continuing operations, we reduced
our staff in the Jersey,  Channel Islands office by four in January 2005. Due to
employee  severance  costs,  the impact of the staff cost reductions will not be
fully realized on an annual basis until 2006. In addition,  we have  implemented
or are in the process of implementing other cost reductions.


Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The nature of our businesses  exposes us to market risk. Market risk is the
risk of loss that may occur when  changes in  interest  rates and public  equity
prices adversely affect the value of invested assets.

Interest Rate Risk

     LPAL is subject to risk from interest rate  fluctuations  when payments due
to  policyholders  are not matched in respect of amount and duration with income
from investments.  LPAL attempts to minimize this risk by ensuring that payments
and income are matched as closely as possible while also  maximizing  investment
returns.  LPAL  has not used  derivative  financial  instruments  as part of its
investment strategy.

     For LPAL's business,  the amount of policyholder  liabilities is unaffected
by  changes in  interest  rates.  Given the  existing  policy and bond  maturity
profiles,  and that bonds will  generally  be held to maturity  and early policy
redemptions  are protected by a market value  adjustment and surrender  penalty,
the bonds and policies carry minimal interest rate risk.  Interest income earned
on excess cash in LPAL is expected  to yield less than $0.3  million  during the
full year 2005,  therefore  movements in market interest rates should not have a
material impact on our consolidated results.

                                       24
<PAGE>

Equity Price Risk

     We are  exposed  to equity  price  risk on our  holdings  of listed  equity
securities. Changes in the level or volatility of equity prices affect the value
of our listed  equity  securities.  These  changes in turn  directly  affect our
consolidated net income (loss) because our holdings of listed equity  securities
are marked to market,  with  changes in their  market  value  recognized  in the
statement of operations for the period in which the changes occur.  These listed
equity  securities  represent  investments  that were originally made as private
equity investments in high technology  companies that subsequently  completed an
initial public offering.  The performance of these listed equity  securities can
be highly volatile; however, we monitor them and seek to sell them over a period
of time.

     Prior to September  30, 2004,  we held levels of listed  equity  securities
which exposed us to  significant  equity price risk and resulting  volatility in
our  reported  earnings.  Subsequent  to the sale of our  remaining  holding  in
Packeteer,  Inc.  common  stock on September  30, 2004,  the market value of our
listed equity  trading  portfolio was only $0.6 million as of December 31, 2004.
During  January  2005,  we sold  all  but  $0.1  million  of the  listed  equity
securities  held as of December  31,  2004.  At this  level,  there is a greatly
reduced equity price risk and  fluctuations in the market value of our remaining
listed equity  securities  should not have a material  impact on our earnings in
future periods.

     As of March 31,  2005,  we held $0.8  million in private  corporate  equity
securities  of  technology  companies  for which  liquid  markets  do not exist.
Private equity prices do not fluctuate directly with public equity markets,  but
significant  market  movements  may  trigger a review  for  other-than-temporary
adjustment of the carrying  values of our private equity  securities.  The risks
inherent in these private equity  investments  relate primarily to the viability
of the  investee  companies.  We try to mitigate  these  risks in various  ways,
including performing extensive due diligence prior to making an investment,  and
regularly reviewing the progress of the investee companies.


Item 4.   CONTROLS AND PROCEDURES

     We maintain  disclosure  controls  and  procedures  designed to ensure that
information  required  to be  disclosed  in our  filings  under  the  Securities
Exchange  Act of 1934,  as  amended,  is  recorded,  processed,  summarized  and
reported  within the periods  specified in the rules and forms of the SEC.  Such
information is accumulated and  communicated  to our  management,  including our
chief executive officer and chief financial  officer,  as appropriate,  to allow
timely decisions regarding required  disclosure.  Our management,  including the
chief executive officer and the chief financial officer, recognizes that any set
of controls  and  procedures,  no matter how well  designed  and  operated,  can
provide only reasonable assurance of achieving the desired control objectives.

     As of the end of the period covered by this quarterly  report on Form 10-Q,
we carried out an evaluation,  under the supervision and with the  participation
of our  management,  including our chief  executive  officer and chief financial
officer,  of the  effectiveness  of the design and  operation of our  disclosure
controls and procedures.  Based on such evaluation,  our chief executive officer
and  chief  financial  officer  concluded  that  our  disclosure   controls  and
procedures  were effective as of the end of the period covered by this quarterly
report on Form 10-Q.

     There were no changes in our internal  controls  over  financial  reporting
during the quarter ended March 31, 2005 that materially affected,  or that could
reasonably  likely  materially  affect,  our internal  controls  over  financial
reporting.

                                       25
<PAGE>

                           PART II - OTHER INFORMATION


Item 1.   LEGAL PROCEEDINGS

     On March 8,  2005,  we were  made  aware of a  complaint  filed by  SunGard
Business  Systems Inc.  ("SunGard")  on February  17, 2005 in the U.S.  District
Court in  Philadelphia.  The Company and certain of its  subsidiaries  are named
parties.  SunGard's complaint alleges losses in an amount equal to at least $7.2
million and a claim for  indemnification  resulting  from,  among other  things,
alleged  breaches of  representations  and warranties  contained in the sale and
purchase  agreement of our financial  advisory  services  business  dated May 9,
2003. After consultation with our legal advisors,  we believe that this claim is
without merit,  and we are defending the matter  vigorously.  As such, we do not
believe that any provision in our financial statements is warranted.

     On April 27, 2005, we filed a complaint  against SunGard and certain of its
affiliates in California  Superior Court in San Francisco ("the Court") accusing
SunGard of, among other  things,  wrongful  conduct and seeking  payment of $1.0
million of the initial purchase consideration from the sale transaction which is
currently held in an escrow  account,  up to $8.0 million in additional  earnout
payments,  and further damages for SunGard's prior wrongful actions. We are also
asking the Court to award us compensatory,  exemplary and punitive  damages.  On
the same date, we filed in the U.S.  District Court in  Philadelphia a motion to
dismiss,  for lack of subject matter  jurisdiction,  SunGard's complaint against
us.

     On May 11, 2005, we became aware that SunGard had voluntarily dismissed its
federal  action and filed a new complaint in the court of Common Pleas,  Chester
County, Pennsylvania.  This latter complaint alleges essentially the same claims
against the same parties in SunGard's now dismissed federal action.

     Costs  relating to the above  matters are  recognized  in our  statement of
operations as they are incurred.


Item 6.   EXHIBITS

     The following exhibits are filed herewith:

Exhibit
Number   Description
-------  ---------------

31.1     Certification by the Company's Executive Chairman pursuant to 18 U.S.C.
         Section 1350, as adopted pursuant to Section 302 of the  Sarbanes-Oxley
         Act of 2002.

31.2     Certification  by the Company's Chief Financial  Officer pursuant to 18
         U.S.C.  Section  1350,  as  adopted  pursuant  to  Section  302  of the
         Sarbanes-Oxley Act of 2002.

32.1     Certification by the Company's Executive Chairman pursuant to 18 U.S.C.
         Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley
         Act of 2002.

32.2     Certification  by the Company's Chief Financial  Officer pursuant to 18
         U.S.C.  Section  1350,  as  adopted  pursuant  to  Section  906  of the
         Sarbanes-Oxley Act of 2002.



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<PAGE>

                                    SIGNATURE


     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.



                           BERKELEY TECHNOLOGY LIMITED
                           (Registrant)

Date:  May 13, 2005        By:    /s/  Ian K. Whitehead

                                  Ian K. Whitehead
                                  Chief Financial Officer

                                  (Principal Financial and Accounting Officer
                                  and Duly Authorized Officer of the Registrant)





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<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

               EXHIBIT INDEX FOR THE QUARTERLY REPORT ON FORM 10-Q
                      FOR THE QUARTER ENDED MARCH 31, 2005

Exhibit
Number   Description
-------  -----------------

31.1     Certification by the Company's Executive Chairman pursuant to 18 U.S.C.
         Section 1350, as adopted pursuant to Section 302 of the  Sarbanes-Oxley
         Act of 2002.

31.2     Certification  by the Company's Chief Financial  Officer pursuant to 18
         U.S.C.  Section  1350,  as  adopted  pursuant  to  Section  302  of the
         Sarbanes-Oxley Act of 2002.

32.1     Certification by the Company's Executive Chairman pursuant to 18 U.S.C.
         Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley
         Act of 2002.

32.2     Certification  by the Company's Chief Financial  Officer pursuant to 18
         U.S.C.  Section  1350,  as  adopted  pursuant  to  Section  906  of the
         Sarbanes-Oxley Act of 2002.



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