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

                                   FORM 10-Q/A

(Mark One)

/X/            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 2008

                                       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)

                                One Castle Street
                           St. Helier, Jersey, JE2 3RT
                                 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 a large accelerated filer,
an accelerated  filer, a non-accelerated  filer, or a smaller reporting company.
See the  definitions  of "large  accelerated  filer,"  "accelerated  filer"  and
"smaller  reporting  company" in Rule 12b-2 of the  Exchange  Act.  (Check one):
Large  accelerated  filer [ ] Accelerated  filer [ ]  Non-accelerated  filer [ ]
Smaller reporting company [X]                         (Do not check if a smaller
                                                       reporting company)

     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ |X|]

    As of August 14, 2008, the registrant had  outstanding  64,439,073  Ordinary
Shares, par value $0.05 per share.

<PAGE>

                                EXPLANATORY NOTE

         AMENDMENT OF OUR FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2008

         We are amending our Quarterly Report on Form 10-Q for the quarter ended
June 30, 2008,  originally  filed with the  Securities  and Exchange  Commission
("SEC") on August 14, 2008 (the "Original  Filing"),  after  misinterpreting the
rules for interim  financial  reporting  by a "smaller  reporting  company"  and
omitting  certain  required  disclosures.  We do not  believe  this Form  10-Q/A
provides  any  material  changes to the  financial  information  included in the
Original Filing.

         The Company began filing as a "smaller reporting company" for the first
time in 2008. The first  paragraph of SEC  Regulation  S-X Rule 210.8-03  states
that we are  required to provide "a balance  sheet as of the end of the issuer's
most  recent  fiscal  quarter,  a balance  sheet as of the end of the  preceding
fiscal year, and income  statements and statements of cash flows for the interim
period up to the date of such  balance  sheet and the  comparable  period of the
preceding fiscal year." Accordingly,  we provided the financial  information for
the six month  periods  ended  June 30,  2008 and 2007,  but not for the  second
quarter  of 2008  and  2007  and the  related  disclosures  in our  Management's
Discussion and Analysis of Financial Condition and Results of Operations, in our
Original Filing. There is, however, an additional instruction  (Instruction 1 to
Section  210.8-03) which requires income  statements for the most recent interim
quarter and the  comparable  quarter of the  preceding  fiscal  year.  This Form
10-Q/A for the quarter  ended June 30, 2008 now includes the three month and six
month  periods  ended  June  30,  2008  and  2007  in  the  unaudited  condensed
consolidated  statement of  operations  and related  notes  thereto,  and in the
results of  operations  by business  segment.  There have been no changes to the
unaudited  condensed  consolidated  balance  sheet  at June  30,  2008 or to the
unaudited  condensed  consolidated  statements of operations  for the six months
ended June 30, 2008 and 2007.

         All the information in this Form 10-Q/A is as of June 30, 2008 and does
not reflect any subsequent information or events after August 14, 2008, the date
of the Original Filing.

         Our Form 10-Q for the quarter ended September 30, 2008, which was filed
with the SEC on November 14, 2008,  correctly included the financial results for
the three month and nine month periods ended September 30, 2008 and 2007.

         For the  convenience  of the  reader,  this Form  10-Q/A sets forth the
Original  Filing in its entirety as amended;  however,  only the following items
have been amended:

- Part I, Item 1.  Financial Statements;
- Part I, Item 2.  Management's Discussion and Analysis of Financial Condition
                   and Results of Operations; and
- Part II, Item 6. Exhibits.

         This  Form  10-Q/A  should  be read in  conjunction  with our  periodic
filings  made  with  the SEC  subsequent  to the  date of the  Original  Filing,
including our Form 10-Q for the three and nine month periods ended September 30,
2008. In addition,  in accordance  with  applicable SEC rules,  this Form 10-Q/A
includes updated  certifications from our Executive Chairman and Chief Financial
Officer as Exhibits 31.1, 31.2, 32.1 and 32.2.



                                       2
<PAGE>


<TABLE>
<CAPTION>
                                TABLE OF CONTENTS


                                     PART I

                              FINANCIAL INFORMATION

                                                                                                             Page
<S>                                                                                                          <C>
Item 1.    Financial Statements:

           Unaudited Condensed Consolidated Balance Sheets as of June 30, 2008 and
               December 31, 2007............................................................................    4

           Unaudited Condensed Consolidated Statements of Operations for the three and six months
               ended June 30, 2008 and 2007.................................................................    5

           Unaudited Condensed Consolidated Statements of Cash Flows for the six months
               ended June 30, 2008 and 2007.................................................................    6

           Unaudited Consolidated Statement of Changes in Shareholders' Equity for the six months
               ended June 30, 2008..........................................................................    7

           Unaudited Consolidated Statements of Comprehensive Income for the three and six months
               ended June 30, 2008 and 2007.................................................................    8

           Notes to Unaudited Condensed Consolidated Financial Statements...................................    9

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations............   19

Item 3.    Quantitative and Qualitative Disclosures About Market Risk.......................................   27

Item 4.    Controls and Procedures..........................................................................   27


                                     PART II

                                OTHER INFORMATION

Item 1A.   Risk Factors.....................................................................................   27

Item 5.    Other Information................................................................................   27

Item 6.    Exhibits.........................................................................................   28

Signature  .................................................................................................   29
</TABLE>


                                       3
<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>

                                                                                        June 30,       December 31,
                                                                                         2008             2007
                                                                                     ------------      ------------
                                            ASSETS
Current assets:
<S>                                                                                  <C>               <C>
   Cash and cash equivalents......................................................   $     13,779(1)   $     14,568
   Accounts receivable, less allowances of $34 as of June 30, 2008
       and December 31, 2007......................................................            241               423
   Interest receivable............................................................              7                14
   Prepaid expenses and deposits..................................................             93               164
                                                                                     ------------      ------------
Total current assets..............................................................         14,120            15,169

Private equity investments (at lower of cost or estimated fair value).............          1,984(1)          1,984
Property and equipment, net of accumulated depreciation of $174 and $175
   as of June 30, 2008 and December 31, 2007, respectively........................             12                14
                                                                                     ------------      ------------
Total assets......................................................................   $     16,116      $     17,167
                                                                                     ------------      ------------
                                                                                     ------------      ------------
                        LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable and accrued expenses..........................................   $        530      $        547
   Policyholder liabilities (due in less than one year)...........................            144                46
                                                                                     ------------      ------------
Total current liabilities.........................................................            674               593

Policyholder liabilities (due in more than one year)..............................              -                95
                                                                                     ------------      ------------
Total liabilities.................................................................            674               688
                                                                                     ------------      ------------
Commitments and contingencies (See Note 7)

Shareholders' equity:
Ordinary shares, $0.05 par value per share: 86,400,000 shares authorized;
   64,439,073 shares issued and outstanding as of June 30, 2008
   and December 31, 2007..........................................................          3,222             3,222
Additional paid-in capital........................................................         67,833            67,789
Retained earnings.................................................................          7,384             8,465
Employee benefit trusts, at cost (13,522,381 shares as of
   June 30, 2008 and December 31, 2007)...........................................        (62,598)          (62,598)
Accumulated other comprehensive loss..............................................           (399)             (399)
                                                                                     ------------      ------------
Total shareholders' equity........................................................         15,442            16,479
                                                                                     ------------      ------------
Total liabilities and shareholders' equity........................................   $     16,116      $     17,167
                                                                                     ------------      ------------
                                                                                     ------------      ------------

<FN>
(1) Includes $1,844 of investments  and $10,596 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.

                                       4
<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       Six Months Ended
                                                                            June 30,                June 30,
                                                                      --------------------     --------------------
                                                                        2008        2007         2008        2007
                                                                      --------    --------     --------    --------

Revenues:
<S>                                                                   <C>         <C>          <C>         <C>
Consulting fee income.............................................    $    150    $    365     $    264    $    570
Investment income.................................................          78         205          199         436
Realized investment gains.........................................           -           -          270       1,198
                                                                      --------    --------     --------    --------
                                                                           228         570          733       2,204
Expenses:
Operating expenses................................................         859         867        1,809       1,791
Amounts credited on insurance policyholder accounts...............           2          10            3          40
                                                                      --------    --------     --------    --------
                                                                           861         877        1,812       1,831
                                                                      --------    --------     --------    --------
Income (loss) before income tax expense...........................        (633)       (307)      (1,079)        373

Income tax expense................................................           -           -            2           2
                                                                      --------    --------     --------    --------
Net income (loss).................................................    $   (633)   $   (307)    $ (1,081)   $    371
                                                                      --------    --------     --------    --------
                                                                      --------    --------     --------    --------




Basic and diluted earnings (loss) per share.......................    $  (0.01)   $  (0.01)    $  (0.02)   $   0.01
                                                                      --------    --------     --------    --------
                                                                      --------    --------     --------    --------


Basic and diluted earnings (loss) per ADS.........................    $  (0.12)   $  (0.06)    $  (0.21)   $   0.07
                                                                      --------    --------     --------    --------
                                                                      --------    --------     --------    --------
</TABLE>


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

                                       5
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                            Six Months Ended
                                                                                                 June 30,
                                                                                     ------------------------------
                                                                                           2008             2007
                                                                                     ------------     -------------

<S>                                                                                  <C>               <C>
Net cash used in operating activities.............................................   $     (1,057)     $       (733)


Cash flows from investing activities:
Proceeds from maturity of held-to-maturity fixed maturity securities..............              -             3,000
Proceeds from maturity of available-for-sale fixed maturity securities............              -             8,000
Proceeds from WorldCom, Inc. securities litigation settlement.....................            270             1,198
Capital expenditures..............................................................             (2)                -
                                                                                     ------------      ------------
Net cash provided by investing activities.........................................            268            12,198
                                                                                     ------------      ------------

Cash flows from financing activities:
Insurance policyholder benefits paid..............................................              -            (3,510)
                                                                                     ------------      ------------
Net cash used in financing activities.............................................              -            (3,510)
                                                                                     ------------      ------------

Effect of exchange rate changes on cash...........................................              -                14
                                                                                     ------------      ------------

Net increase (decrease) in cash and cash equivalents..............................           (789)            7,969
Cash and cash equivalents at beginning of period..................................         14,568             6,707
                                                                                     ------------      ------------
Cash and cash equivalents at end of period (1)....................................   $     13,779      $     14,676
                                                                                     ------------      ------------
                                                                                     ------------      ------------

<FN>
(1) The amount for June 30, 2008  includes  $10,596 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.



                                       6
<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, 2007..........     64,439  $   3,222   $  67,789   $   8,465   $  (62,598)  $      (399)  $   16,479

Net loss......................          -          -           -      (1,081)           -             -       (1,081)
Share based compensation,
   including income tax
   effect of $0...............          -          -          44           -            -             -           44

                                ---------  ---------   ---------   ---------   ----------   -----------   ----------
Balance as of
   June 30, 2008..............     64,439  $   3,222   $  67,833   $   7,384   $  (62,598)  $      (399)  $   15,442
                                ---------  ---------   ---------   ---------   ----------   -----------   ----------
                                ---------  ---------   ---------   ---------   ----------   -----------   ----------



</TABLE>









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


                                       7
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

            UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                 (In thousands)

<TABLE>
<CAPTION>

                                                                       Three Months Ended       Six Months Ended
                                                                            June 30,                June 30,
                                                                      --------------------     --------------------
                                                                        2008        2007         2008        2007
                                                                      --------    --------     --------    --------

<S>                                                                   <C>         <C>          <C>         <C>
Net income (loss).................................................    $   (633)   $   (307)    $ (1,081)   $    371

Other comprehensive income, net of deferred income taxes:

Foreign currency translation adjustments, net of income
   taxes of $0....................................................           -           6            -           5

Change in net unrealized gains and losses:
   Unrealized holding gains and losses on available-for-sale
     securities...................................................           -           4            -          13
                                                                      --------    --------     --------    --------
Other comprehensive income........................................           -          10            -          18
                                                                      --------    --------     --------    --------
Comprehensive income (loss).......................................    $   (633)   $   (297)    $ (1,081)   $    389
                                                                      --------    --------     --------    --------
                                                                      --------    --------     --------    --------

</TABLE>

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


                                       8
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2008

       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, 2007,
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 31, 2008. The December
31,  2007  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 and six month  periods  ended June 30, 2008 are
not indicative of the results to be expected for the full fiscal year.

       From January 1, 2008, the unaudited condensed consolidated balance sheets
are presented in a classified format as is appropriate for a consulting  company
rather than in an unclassified format as is appropriate for a life insurance and
annuities company. The majority of the Group's assets continue to be held by its
life insurance and annuities business; however, there are few policies remaining
and no new policies or maturities  are expected in 2008.  Policy  maturities and
surrenders  during  2007 were $3.6  million.  This  change  has no impact on the
Company's  shareholders' equity at January 1, 2008. The Group's primary business
is now  consulting  in venture  capital.  See Note 3  "Investments"  below for a
discussion of the impact of this change on the Company's  accounting  policy for
its private equity investments.

       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

                                       9
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 the balance of life  insurance  policy
liabilities.  Other  accounting  policies  that  include  significant  estimates
include the measurement of the Group's deferred tax asset and the  corresponding
valuation allowance,  and fair value estimates for the expense of employee share
options.

Recently Issued Accounting Pronouncements

       In September  2006,  the FASB issued  Statement  of Financial  Accounting
Standards No. 157 ("SFAS 157"),  "Fair Value  Measurements,"  which defines fair
value,  establishes  guidelines for measuring fair value and expands disclosures
regarding fair value measurements.  SFAS 157 does not require any new fair value
measurements but rather eliminates  inconsistencies in guidance found in various
prior accounting pronouncements.  SFAS 157 is effective for financial assets and
financial liabilities within its scope for fiscal years beginning after November
15, 2007 and for interim periods within those fiscal years.  The Company adopted
SFAS 157 for financial assets and financial  liabilities within its scope during
the  first  quarter  of 2008  and the  adoption  did not have an  impact  on its
financial statements.  In February 2008, the FASB issued FASB Staff Position No.
FAS 157-2 ("FSP FAS 157-2"),  "Effective  Date of FASB Statement No. 157," which
defers  the  effective  date  of  SFAS  157 for  all  non-financial  assets  and
non-financial liabilities for fiscal years beginning after November 15, 2008 and
interim  periods within those fiscal years for items within the scope of FSP FAS
157-2. The adoption of FSP FAS 157-2 effective January 1, 2009 for the Company's
non-financial  assets and  non-financial  liabilities is not expected to have an
impact on the Company's consolidated financial statements.

       In February  2007,  the FASB issued  Statement  of  Financial  Accounting
Standards No. 159 ("SFAS 159"),  "The Fair Value Option for Financial Assets and
Financial  Liabilities - Including an amendment of FASB  Statement No 115." SFAS
159 permits entities to choose to measure many financial instruments and certain
other items at fair value that currently are not required to be measured at fair
value. SFAS 159 is effective no later than fiscal years beginning after November
15,  2007.  While the Company had the option of adopting  this  standard for the
first quarter of 2008,  the Company did not apply the  provisions of SFAS 159 to
any existing financial instruments and therefore SFAS 159 did not have an impact
on its consolidated financial statements.

       In December  2007,  the FASB issued  Statement  of  Financial  Accounting
Standards No. 141R ("SFAS 141R"),  "Business  Combinations."  SFAS 141R requires
the acquiring  entity in a business  combination  to recognize all of the assets
acquired  and  liabilities  assumed in the  transaction  at fair value as of the
acquisition date. SFAS 141R is effective for business combinations for which the
acquisition  date is on or after the  beginning  of the first  annual  reporting
period  beginning  on or after  December  15,  2008.  The  Company is  currently
evaluating  the  effect  that  the  adoption  of  SFAS  141R  will  have  on its
consolidated  financial  statements.  However,  the adoption of SFAS 141R is not
expected to have an impact on the Company's consolidated financial statements.

       In December  2007,  the FASB issued  Statement  of  Financial  Accounting
Standards  No. 160  ("SFAS  160"),  "Noncontrolling  Interests  in  Consolidated
Financial  Statements,  an  amendment  of ARB No. 51." SFAS 160 amends ARB 51 to
establish accounting and reporting standards for the noncontrolling  interest in
a subsidiary and for the  deconsolidation  of a subsidiary.  It clarifies that a
noncontrolling  interest in a  subsidiary,  which is sometimes  referred to as a
minority  interest,  is an ownership  interest in the  consolidated  entity that
should be  reported  in the equity  section of the  balance  sheet.  Among other
requirements,   the  statement   requires  that  the   consolidated  net  income
attributable to the parent and the noncontrolling interest be clearly identified
and  presented on the face of the  consolidated  income  statement.  SFAS 160 is
effective for fiscal years  beginning on or after  December 15, 2008 and earlier
adoption is not permitted.  The Company is currently  evaluating the effect that
the  adoption of SFAS 160 will have on its  consolidated  financial  statements.
However,  the  adoption  of SFAS 160 is not  expected  to have an  impact on the
Company's consolidated financial statements.

                                       10
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

       In  March  2008,  the  FASB  issued  Statement  of  Financial  Accounting
Standards No. 161 ("SFAS 161"),  "Disclosures  about Derivative  Instruments and
Hedging  Activities,  an amendment of FASB  Statement  No. 133." This  statement
requires enhanced disclosures about how derivative and hedging activities affect
an entity's financial position,  financial  performance and cash flows. SFAS 161
is effective for fiscal years and interim  periods  beginning after November 15,
2008,  with early  application  encouraged.  As the Company  currently  does not
engage in  derivative  and hedging  activities,  the adoption of SFAS 161 is not
expected to have an impact on the Company's consolidated financial statements.

       In May 2008, the FASB issued Statement of Financial  Accounting Standards
No.  162  ("SFAS  162"),  "The  Hierarchy  of  Generally   Accepted   Accounting
Principles." This statement identifies the sources of accounting  principles and
the  framework for selecting  the  principles to be used in the  preparation  of
financial  statements  of  non-governmental   entities  that  are  presented  in
conformity with generally  accepted  accounting  principles in the United States
("US  GAAP").  This  statement  will be effective  60 days  following  the SEC's
approval of the Public Company Accounting  Oversight Board ("PCAOB")  amendments
to AU Section 411, "The Meaning of Present  Fairly in Conformity  With Generally
Accepted Accounting  Principles." The Company is currently evaluating the effect
that  the  adoption  of  SFAS  162  will  have  on  its  consolidated  financial
statements.  However, the adoption of SFAS 162 is not expected to have an impact
on the Company's consolidated financial statements.


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
Ordinary 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."

       For the three and six month  periods  ended June 30, 2008,  there were no
"in-the-money"  options or  warrants,  and  therefore  no  potentially  dilutive
securities.  As a result,  if the Company had  reported net income for the three
and six month periods ended June 30, 2008,  diluted  earnings per share would be
the same as basic earnings per share. If the Company had reported net income for
the three month period ended June 30, 2007,  there would have been an additional
409,091 shares  included in the  calculation  of diluted  earnings per share for
this period.

       Earnings  (loss) per ADS is equivalent to ten times  earnings  (loss) per
Ordinary Share.




                                       11
<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       Six Months Ended
                                                                            June 30,                June 30,
                                                                      --------------------     --------------------
                                                                        2008        2007         2008        2007
                                                                      --------    --------     --------    --------
                                                                                 (In thousands, except per
                                                                                  share and ADS amounts)

<S>                                                                   <C>         <C>          <C>         <C>
Net income (loss).................................................    $   (633)   $   (307)    $ (1,081)   $    371
                                                                      --------    --------     --------    --------
                                                                      --------    --------     --------    --------
Basic earnings (loss) per share and ADS:
Weighted-average number of Ordinary Shares outstanding,
   excluding shares held by the employee benefit trusts...........      50,917      50,917       50,917      50,917
                                                                      --------    --------     --------    --------
                                                                      --------    --------     --------    --------


Basic earnings (loss) per share...................................    $  (0.01)   $  (0.01)    $  (0.02)   $   0.01
                                                                      --------    --------     --------    --------
                                                                      --------    --------     --------    --------

Basic earnings (loss) per ADS.....................................    $  (0.12)   $  (0.06)    $  (0.21)   $   0.07
                                                                      --------    --------     --------    --------
                                                                      --------    --------     --------    --------

Diluted earnings (loss) per share and ADS:
Weighted-average number of Ordinary Shares outstanding,
   excluding shares held by the employee benefit trusts...........      50,917      50,917       50,917      50,917

Effect of dilutive securities (warrants and employee share
   options).......................................................           -           -            -         204
                                                                      --------    --------     --------    --------
Weighted-average number of Ordinary Shares used in
   diluted earnings per share calculations........................      50,917      50,917       50,917      51,121
                                                                      --------    --------     --------    --------
                                                                      --------    --------     --------    --------
Diluted earnings (loss) per share.................................    $  (0.01)   $  (0.01)    $  (0.02)   $   0.01
                                                                      --------    --------     --------    --------
                                                                      --------    --------     --------    --------

Diluted earnings (loss) per ADS...................................    $  (0.12)   $  (0.06)    $  (0.21)   $   0.07
                                                                      --------    --------     --------    --------
                                                                      --------    --------     --------    --------
</TABLE>

Note 3.   Investments

       As discussed  above in Note 1 "Basis of  Presentation  and  Principles of
Consolidation," the Group's primary business for financial reporting purposes is
now  considered to be consulting in venture  capital  rather than life insurance
and annuities.  As such, the Group's private equity  investments are now carried
at cost less any other-than-temporary  impairments in accordance with Accounting
Principles  Board Opinion No. 18 (As Amended) ("APB 18"),  "The Equity Method of
Accounting for Investments in Common Stock."  Previously,  the Group carried its
private  equity  investments  at fair  value in  accordance  with  Statement  of
Financial  Accounting  Standards No. 115 ("SFAS 115"),  "Accounting  for Certain
Investments in Debt and Equity  Securities." Under paragraph 127(b) of SFAS 115,
insurance  companies are required to report equity securities at fair value even
if they do not meet the scope  criteria in paragraph 3 of SFAS 115. With respect
to the Group's private equity investments held at December 31, 2007, the Group's
best  estimate of their fair value was their cost basis.  Therefore,  the change
from an  insurance  company for  financial  reporting  purposes to a  consulting
company as

                                       12
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

of January 1, 2008 did not have an impact on the carrying  values of the Group's
private  equity  investments.  Marketable  debt and  equity  securities  will be
carried at fair value in  accordance  with SFAS 115,  should the Group make such
investments in the future.

       As of June 30, 2008 and December 31, 2007,  the Group's only  investments
were private equity securities.

       Because all of the Group's  private equity  investments are less than 20%
in the investee companies, and the Group does not have any significant influence
on the investee companies,  all such investments are accounted for in accordance
with the cost method.  The carrying  amount of such  investments  is compared to
their  estimated  fair  value,  and  if  any  impairment  is  determined  to  be
other-than-temporary, then an impairment charge would be taken during the period
such determination is made by the Group's management.

       SFAS 157  defines  fair value as the price that would be received to sell
an asset or paid to  transfer  a  liability  in an orderly  transaction  between
market  participants at the measurement date (an exit price).  SFAS 157 has also
established  a fair value  hierarchy  that  prioritizes  the inputs to valuation
techniques used to measure fair value into three broad levels.  See Note 4 "Fair
Value  Measurements and Disclosures"  below for the three levels of the SFAS 157
hierarchy.  Level 3 inputs  apply to the  determination  of fair  value  for the
Group's  private equity  investments.  These are  unobservable  inputs where 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
the Group's privately held equity securities in technology companies,  resulting
in material  impairment charges in future periods.  Historically,  the Group has
determined  that  its best  estimate  of the fair  value of its  private  equity
investments  has equaled its cost basis,  unless  there has been a temporary  or
other-than-temporary  impairment of the  investment.  From January 1, 2008, only
other-than-temporary  impairments  are  recognized in the financial  statements.
Increases in the fair value of the Group's private equity  investments cannot be
recorded in the financial  statements  unless the investee company  completes an
initial public offering or is acquired.  For the six months ended June 30, 2008,
there were no  other-than-temporary  impairments  of the Group's  private equity
investments.

Investment Concentration and Risk

       As of June 30, 2008, the Group's  investments  consisted of three private
corporate equity securities with individual  carrying values of less then 10% of
the Group's  shareholders'  equity.  One of these  investments,  with a carrying
value of $1.0 million,  is in preferred stock of a technology  company that is a
consulting  client  of  BICC.  Another  investment,  with a  carrying  value  of
$140,000,  is in  preferred  stock  of  another  technology  company  that was a
consulting  client of BICC in prior years.  The third  investment has a carrying
value of $844,000 and is in preferred stock of a technology company.

       As  of  June  30,  2008,  the  Company's   Jersey  based  life  insurance
subsidiary,  LPAL,  owned 93% of the  Group's  $2.0  million in  private  equity
securities.  LPAL is a  regulated  insurance  company,  and as such it must meet
stringent capital adequacy requirements and no transfers, except in satisfaction
of long-term business  liabilities,  are permitted from its long-term  insurance
fund without the consent of LPAL's directors and actuary. LPAL's investments are
not currently  available to fund the operations or commitments of the Company or
its other  subsidiaries.  However,  in April 2008, the Company obtained approval
from the Jersey Financial Services Commission ("JFSC") for LPAL to make dividend
payments  up to a total of $5.0  million  to the  Company  in the  future.  As a
condition of the JFSC's  approval,  the Company has agreed to provide  financial
support to LPAL in the unlikely event LPAL's funds are  insufficient  to pay off
its policy  liabilities  totaling  $144,000 as of June 30, 2008,  as well as the
operational costs of LPAL.


                                       13
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Realized Investment Gains

       During  the  first  quarter  of  2008,  the  Company  recorded   realized
investment  gains of  $270,000,  representing  the final  distribution  from the
WorldCom, Inc. securities litigation.  LPAL held certain WorldCom, Inc. publicly
traded bonds which it sold at a loss in 2002. This $270,000 payment, in addition
to the $1.2  million  initial  payment  received  from the  WorldCom  securities
litigation in the first quarter of 2007,  reverses part of LPAL's  realized loss
recorded in 2002.  Since these  payments  are for LPAL's  account,  they are not
currently  available to fund the operations or commitments of the Company or its
other subsidiaries.

       In February 2008,  LPAL submitted a claim in the Enron  Securities  class
action  settlement,  based on certain Enron bonds  previously held by LPAL which
LPAL  believes  constitute  "Category  1"  securities  eligible  for  the  Enron
settlement proceeds. The Group does not expect any payment based on LPAL's claim
until  2009 at the  earliest.  The  amount of the  recovery  of LPAL's  realized
investment losses recorded in 2002 is currently unknown.


Note 4.    Fair Value Measurements and Disclosures

       The Company  adopted SFAS 157 for financial  assets and liabilities as of
January 1, 2008. SFAS 157 defines fair value as the price that would be received
to sell an asset or paid to  transfer  a  liability  in an  orderly  transaction
between  market  participants  at the  measurement  date  (an exit  price).  The
standard also outlines a valuation  framework and creates a fair value hierarchy
in  order  to  increase  the  consistency  and   comparability   of  fair  value
measurements and the related  disclosures.  Under U.S. GAAP,  certain assets and
liabilities must be measured at fair value, and SFAS 157 details the disclosures
that are required for items measured at fair value.

       Financial assets and liabilities are measured using inputs from the three
levels of the SFAS 157 hierarchy. The three levels are as follows:

       Level 1 - Inputs  are  unadjusted  quoted  prices in active  markets  for
identical assets or liabilities  that are accessible by the Company.  During the
six months ended June 30, 2008,  the  Company's  Level 1 assets  included  money
market  mutual  funds  which are  included in cash and cash  equivalents  in the
condensed  consolidated  balance  sheets.  As of June 30, 2008,  the Company had
$1,083,000 in money market  mutual funds,  compared to $1,871,000 as of December
31, 2007.

       Level 2 - Inputs  include quoted prices in markets that are not active or
financial  instruments for which all significant  inputs are observable,  either
directly or  indirectly.  During the six months ended June 30, 2008, the Company
held no Level 2 assets.

       Level 3 -  Unobservable  inputs  for the  asset  or  liability  including
significant  assumptions  of the Company and other  market  participants.  As of
December 31, 2007 and June 30, 2008, the Group held $1,984,000 of private equity
investments  which are  carried at cost,  as adjusted  for  other-than-temporary
impairments.  In  order to  determine  if any  other-than-temporary  impairments
exist,  the Group must first  determine  the fair values of its  private  equity
investments using Level 3 unobservable inputs, including the analysis of various
financial,  performance  and market  factors.  For the six months ended June 30,
2008,  there were no  other-than-temporary  impairments  of the Group's  private
equity investments.

       Cash and cash  equivalents,  accounts  receivable,  interest  receivable,
prepaid  expenses  and  deposits,  accounts  payable and accrued  expenses,  and
insurance  policyholder  liabilities are reflected in the condensed consolidated
balance  sheets at  carrying  values  which  approximate  fair values due to the
short-term nature of these instruments.


                                       14
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 5.   Share Based Compensation

Equity Compensation Plan

       The London Pacific Group 1990 Employee Share Option Trust ("ESOT"), which
was approved by shareholders in 1990, provides for the granting of share options
to employees and directors. Options are generally granted with an exercise price
equal to the fair market  value of the  underlying  shares at the date of grant.
Such grants to employees and directors are generally  exercisable  in four equal
annual  installments  beginning  one year  from the date of  grant,  subject  to
employment continuation, and expire seven to ten years from the date of grant.

Share Based Compensation Expense

       Effective  January 1, 2006,  the Company  adopted  Statement of Financial
Accounting  Standards  No.  123  (revised  2004)  ("SFAS  123R"),   "Share-Based
Payment,"  which  establishes  standards for the accounting of  transactions  in
which an  entity  exchanges  its  equity  instruments  for  goods  or  services,
primarily  focusing  on  accounting  for  transactions  where an entity  obtains
employee  services in share based  payment  transactions.  SFAS 123R  requires a
public entity to measure the cost of employee  services received in exchange for
an award of equity instruments, including share options, based on the fair value
of the award on the grant date, and to recognize it as compensation expense over
the period the  employee  is required  to provide  service in  exchange  for the
award,  usually the vesting period.  SFAS 123R supersedes the Company's previous
accounting  under  Accounting  Principles  Board  Opinion  No.  25  ("APB  25"),
"Accounting  for Stock Issued to Employees,"  and related  interpretations,  for
periods beginning in fiscal 2006. In March 2005, the SEC issued Staff Accounting
Bulletin  No. 107 ("SAB  107")  relating to SFAS 123R.  The Company  applied the
provisions of SAB 107 in its adoption of SFAS 123R.

       The Company adopted SFAS 123R using the modified  prospective  transition
method as permitted under SFAS 123R. Accordingly,  prior period amounts were not
restated. Under this application, the Company is required to record compensation
expense for all awards  granted  after the date of adoption and for the unvested
portion of  previously  granted  awards that remain  outstanding  at the date of
adoption.  Prior to the adoption of SFAS 123R,  the Company  used the  intrinsic
value method as prescribed by APB 25 and thus recognized no compensation expense
for options  granted with exercise  prices equal to the fair market value of the
Company's ordinary shares on the date of grant.

       In November  2005,  the Financial  Accounting  Standards  Board  ("FASB")
issued Staff  Position No. FAS 123(R)-3  ("FSP  123R-3"),  "Transition  Election
Related to Accounting for the Tax Effects of Share-Based  Payments." The Company
elected to adopt the  alternative  transition  method provided in FSP 123R-3 for
calculating  the tax effects of share based  compensation  under SFAS 123R.  The
alternative  transition  method  includes  simplified  methods to establish  the
beginning  balance of the additional  paid-in capital pool ("APIC pool") related
to the  tax  effects  of  share  based  compensation,  and for  determining  the
subsequent impact on the APIC pool and consolidated  statements of cash flows of
the tax effects of share based  compensation  awards that are  outstanding  upon
adoption of SFAS 123R.

       SFAS 123R  requires  companies  to estimate the fair value of share based
payment awards on the date of grant using an option pricing model.  The value of
the portion of the award that is  ultimately  expected to vest is  recognized as
expense  over  the  requisite  service  periods  in the  Company's  consolidated
statements of operations.

       Share based compensation expense recognized in the Company's consolidated
statements  of  operations  for the  first  quarter  of 2008 and  2007  includes
compensation  expense for share options  granted prior to, but not yet vested as
of December 31, 2005, as well as compensation expense for 4.5 million share

                                       15
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

options  granted to employees  and  directors on March 27, 2007.  As of June 30,
2008,  there have been no additional share options granted since March 27, 2007.
SFAS 123R requires forfeitures to be estimated at the time of grant and revised,
if necessary,  in  subsequent  periods if actual  forfeitures  differ from those
estimates.  Share based compensation  expense calculated in accordance with SFAS
123R is to be based on awards  ultimately  expected to vest,  and  therefore the
expense  should be reduced for estimated  forfeitures.  The Company's  estimated
forfeiture  rate of zero  percent  for the first six  months of 2008 and 2007 is
based upon the fact that all unvested  options relate to longstanding  employees
and  directors.  As  discussed in Item 5 "Other  Information"  in Part II below,
during the third quarter of 2008, the Company gave notice to its Chief Financial
Officer that his employment  agreement  would end on June 30, 2009.  This is not
expected to materially affect share based compensation expense or the forfeiture
rate estimate in the future.

       SFAS  123R  requires  the cash  flows  resulting  from  the tax  benefits
resulting from tax deductions in excess of the compensation  cost recognized for
those options to be classified as financing  cash flows.  As there were no share
option exercises during the first six months of 2008 or 2007, the Company had no
related tax benefits  during those periods.  Prior to the adoption of SFAS 123R,
those tax  benefits  would have been  reported as  operating  cash flows had the
Company received any tax benefits related to share option exercises.

       The fair value of share option  grants to employees is  calculated  using
the Black-Scholes  option pricing model, even though this model was developed to
estimate the fair value of freely tradable,  fully transferable  options without
vesting  restrictions,  which  differ  significantly  from the  Company's  share
options. The Black-Scholes model also requires subjective assumptions, including
future share price  volatility  and expected  time to  exercise,  which  greatly
affect the calculated  values.  The expected term of options  granted is derived
from  historical  data  on  employee   exercises  and  post-vesting   employment
termination behavior.  The risk-free rate is based on the U.S. Treasury rates in
effect  during the  corresponding  period of grant.  The expected  volatility is
based on the historical  volatility of the Company's share price.  These factors
could  change in the  future,  which would  affect the share based  compensation
expense in future  periods,  if the  Company,  through  the ESOT,  should  grant
additional share options.

Valuation and Expense Information Under SFAS 123R

       The estimated fair value of share option compensation awards to employees
and directors,  as calculated using the Black-Scholes option pricing model as of
the date of grant, is amortized using the straight-line  method over the vesting
period  of the  options.  For the three  months  ended  June 30,  2008 and 2007,
compensation expense related to share options under SFAS 123R totaled $22,000 in
both  periods,  and is  included  in  operating  expenses  in  the  accompanying
statements  of  operations.  For the six months  ended  June 30,  2008 and 2007,
compensation  expense  related to share options under SFAS 123R totaled  $44,000
and $27,000, respectively.

       On March  27 2007,  4,500,000  options  were  granted  to  employees  and
directors at an exercise  price equal to the fair market value of the underlying
shares on the grant date which was $0.10.  These  options  were valued using the
Black-Scholes  option  pricing model using the following  assumptions:  expected
share  price  volatility  of 66%,  risk-free  interest  rate of 4.52%,  weighted
average expected life of 6.25 years and expected dividend yield of zero percent.
The fair value of the  4,500,000  options was  $292,000.  During  2007,  250,000
options  became  vested,  100,000  options  were  forfeited  and no options were
exercised. During the first six months of 2008, 1,362,500 options became vested,
no options were forfeited and no options were exercised. At June 30, 2008, there
were 9,625,000  options  outstanding  with a weighted  average exercise price of
$1.45. Of these options,  6,037,500 were exercisable at June 30, 2008, and these
have a weighted average exercise price of $2.26. The remaining 3,587,500 options
were unvested at June 30, 2008.  These unvested  options have a weighted average
exercise price of $0.10. As of June 30, 2008,  total  unrecognized  compensation
expense related to unvested share options was $210,000,  which is expected to be
recognized  as  follows:  $44,000  in the  remainder  of 2008,  $77,000 in 2009,
$72,000 in 2010 and $17,000 in

                                       16
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2011. For  additional  information  relating to our employee share options,  see
Note 12 to the Company's  consolidated financial statements included in our Form
10-K for the year ended December 31, 2007.


Note 6.   Income Taxes

       In  June  2006,  the  FASB  issued  Interpretation  No.  48  ("FIN  48"),
"Accounting  for  Uncertainty  in Income Taxes." FIN 48 clarifies the accounting
for  uncertainty  in  income  taxes  recognized  in  an  enterprise's  financial
statements in accordance  with Statement of Financial  Accounting  Standards No.
109, "Accounting for Income Taxes." This interpretation prescribes a recognition
threshold and measurement  attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. FIN
48 also provides guidance on  de-recognition of tax benefits,  classification on
the balance  sheet,  interest  and  penalties,  accounting  in interim  periods,
disclosure and  transition.  The Company  adopted FIN 48 effective on January 1,
2007.

       The Company's  management believes that its income tax positions would be
sustained  upon  examination  by  appropriate  taxing  authorities  based on the
technical  merits of such positions,  and therefore the Company has not provided
for any  unrecognized  tax benefits at the adoption  date, and there has been no
change to the $0 unrecognized tax benefits from January 1, 2007 through June 30,
2008. In general,  the Company's tax returns  remain  subject to  examination by
taxing authorities for the tax years 2003 through 2007.


Note 7.   Commitments and Contingencies

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 June 30, 2008.

       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  sometime  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 as
historically,   no  payments   have  been  made  by  the  Company   under  these
indemnification  obligations.   Accordingly,  the  Company  has  no  liabilities
recorded for these agreements as of June 30, 2008.


                                       17
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 8.   Business Segment and Geographical Information

       The Company  reports  segments  results in accordance  with  Statement of
Financial  Accounting  Standards  No. 131,  "Segment  Reporting."  The Company's
reportable  operating  segments are  classified  according to its  businesses of
consulting in venture capital, and life insurance and annuities.

       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  information by geographic  segment,
based on the domicile of the Group  company  generating  those  revenues,  is as
follows:
<TABLE>
<CAPTION>

                                                                       Three Months Ended       Six Months Ended
                                                                            June 30,                June 30,
                                                                      --------------------     --------------------
                                                                        2008        2007         2008        2007
                                                                      --------    --------     --------    --------
                                                                                     (In thousands)

<S>                                                                   <C>         <C>          <C>         <C>
Jersey............................................................    $     69    $    155     $    440    $  1,527
Guernsey..........................................................           -          21            -          47
United States.....................................................         159         394          293         630
                                                                      --------    --------     --------    --------
Consolidated revenues and net investment gains
   and losses                                                         $    228    $    570     $    733    $  2,204
                                                                      --------    --------     --------    --------
                                                                      --------    --------     --------    --------
</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       Six Months Ended
                                                                            June 30,                June 30,
                                                                      --------------------     --------------------
                                                                        2008        2007         2008        2007
                                                                      --------    --------     --------    --------
                                                                                    (In thousands)
Revenues and net investment gains and losses:
<S>                                                                   <C>         <C>          <C>         <C>
Consulting in venture capital ....................................    $    150    $    365     $    264    $    570
Life insurance and annuities .....................................          60         147          417       1,511
                                                                      --------    --------     --------    --------
                                                                           210         512          681       2,081
Reconciliation of segment amounts to consolidated amounts:
Interest income...................................................          18          58           52         123
                                                                      --------    --------     --------    --------

Consolidated revenues and net investment gains
   and losses.....................................................      $  228      $  570        $ 733     $ 2,204
                                                                      --------    --------     --------    --------
                                                                      --------    --------     --------    --------
Income (loss) before income taxes:
Consulting in venture capital.....................................      $ (199)    $    27     $   (453)    $  (130)
Life insurance and annuities .....................................         (36)         (1)         226       1,150
                                                                      --------    --------     --------    --------

                                                                          (235)         26         (227)      1,020
Reconciliation of segment amounts to consolidated amounts:
Interest income ..................................................          18          58           52         123
Corporate expenses ...............................................        (416)       (391)        (904)       (770)
                                                                      --------    --------     --------    --------
Consolidated income (loss) before income tax expense..............      $ (633)     $ (307)    $ (1,079)    $   373
                                                                      --------    --------     --------    --------
                                                                      --------    --------     --------    --------
</TABLE>


                                       18
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 9.   Client Concentration

          The Group's  revenues  are from a limited  number of  clients.  In the
first six months of 2008, the Group's largest  consulting  client  accounted for
22% of its consolidated  revenues. No other consulting client accounted for more
than 10% of consolidated revenues.


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, 2007  audited  consolidated  financial
statements,  and the notes  thereto,  included in our Annual Report on Form 10-K
filed  with the SEC on March 31,  2008.  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) variations in demand for our products and services, (ii) the
success of our new products and services,  (iii) significant changes in net cash
flows in or out of our businesses,  (iv) fluctuations in the performance of debt
and equity markets  worldwide,  (v) the enactment of adverse  state,  federal or
foreign  regulation  or changes in government  policy or  regulation  (including
accounting  standards)  affecting  our  operations,  (vi) the effect of economic
conditions and interest rates in the U.S.,  the U.K. or  internationally,  (vii)
the  ability of our  subsidiaries  to compete  in their  respective  businesses,
(viii) our  ability to attract  and retain key  personnel,  and (ix)  actions by
governmental  authorities  that  regulate our  businesses,  including  insurance
commissions.


                                       19
<PAGE>


RESULTS OF OPERATIONS BY BUSINESS SEGMENT

Consulting in Venture Capital

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

                                                                       Three Months Ended       Six Months Ended
                                                                            June 30,                June 30,
                                                                      --------------------     --------------------
                                                                        2008        2007         2008        2007
                                                                      --------    --------     --------    --------
                                                                                    (In thousands)
Revenues:
<S>                                                                   <C>         <C>          <C>         <C>
Consulting fees...................................................    $    150    $    365     $    264    $    570
                                                                      --------    --------     --------    --------
Total revenues ...................................................         150         365          264         570

Operating expenses................................................         349         338          717         700
                                                                      --------    --------     --------    --------
Income (loss) before income tax expense...........................    $   (199)   $     27     $   (453)   $   (130)
                                                                      --------    --------     --------    --------
                                                                      --------    --------     --------    --------


</TABLE>

Second quarter of 2008 compared to second quarter of 2007

       In the second quarter of 2008, the consulting segment  contributed a loss
before  income  taxes of  $199,000  to our overall  loss  before  income  taxes,
compared to income before income taxes of $27,000 in the second quarter of 2007.
This $226,000  decline in income before income taxes was  attributable  to lower
consulting fee revenues.

       Consulting  fees of  $150,000  were earned  during the second  quarter of
2008,  compared  to  $365,000  for the  second  quarter of 2007,  a decrease  of
$215,000.  This  decrease  resulted  from a decline in the number of  consulting
clients.  A contract was signed with a client in early 2007 that  generated $0.9
million in consulting fees during the full year 2007; however, that contract ran
only  through  the end of 2007.  A new  contract  was signed with this client in
March  2008,  though  the scope of our work  under  this new  contract  has been
reduced and,  accordingly,  consulting revenues from this client during the full
year 2008 are expected to be significantly lower than in 2007.

       Under  the  2007  contract  referenced  above,  we are  entitled  to earn
additional  compensation in the future depending upon the performance of certain
venture capital  investments made by the client during 2007 with our assistance.
Any such  compensation  would be paid to us as a proportion  of any capital gain
realized  by  the  client,   after  deducting  certain  costs,  upon  a  defined
realization of the investment by the client.

       Some  of  our  former  consulting  agreements  provide  that  we  receive
promissory  notes that are  convertible  into preferred  stock,  or common stock
options,  as part of our compensation.  During 2007, we received preferred stock
in a consulting client valued at $140,000.  We also hold common stock options in
a technology company that are now fully vested, though we believe that currently
these have no value.

       BICC's typical client is a Silicon Valley  technology  company or a large
international   telecommunications  company.  Our  objective  has  been  to  use
consulting  revenues  to finance  the  development  of large  telecommunications
company  relationships  in Europe  and Asia,  which  has led to  several  equity
investments  by a client with  additional  fees for work  performed by BICC. The
level of consulting fees is expected to be volatile  depending on the nature and
extent of our work at any point in time.



                                       20
<PAGE>


First six months of 2008 compared to first six months of 2007

       In the first six months of 2008,  the  consulting  segment  contributed a
loss before  income taxes of $453,000 to our overall loss before  income  taxes,
compared  to a loss before  income  taxes of $130,000 in the first six months of
2007.  The  losses  for both  periods  were  attributable  to an excess of fixed
operating expenses over consulting fee income.

       Consulting  fees of $264,000  were earned  during the first six months of
2008,  compared  to  $570,000  for the first six months of 2007,  a decrease  of
$306,000.  This  decrease  resulted  from a decline in the number of  consulting
clients.  A contract was signed with a client in early 2007 that  generated $0.9
million in consulting fees during the full year 2007; however, that contract ran
only  through  the end of 2007.  A new  contract  was signed with this client in
March  2008,  though  the scope of our work  under  this new  contract  has been
reduced and,  accordingly,  consulting revenues from this client during the full
year 2008 are expected to be significantly lower than in 2007.


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       Six Months Ended
                                                                            June 30,                June 30,
                                                                      --------------------     --------------------
                                                                        2008        2007         2008        2007
                                                                      --------    --------     --------    --------
                                                                                     (In thousands)
Revenues and net investment gains and losses:
<S>                                                                   <C>         <C>          <C>         <C>
Investment income.................................................    $     60    $    147     $    147    $    313
Net realized investment gains (losses)............................           -           -          270       1,198
                                                                      --------    --------     --------    --------
Total revenues and net investment gains and losses................          60         147          417       1,511

Expenses:
Amounts credited on insurance policyholder accounts...............           2          10            3          40
General and administrative expenses...............................          94         138          188         321
                                                                      --------    --------     --------    --------
Total expenses....................................................          96         148          191         361
                                                                      --------    --------     --------    --------
Income (loss) before income tax expense...........................    $    (36)   $     (1)    $    226    $  1,150
                                                                      --------    --------     --------    --------
                                                                      --------    --------     --------    --------
</TABLE>

       LPAL's  policyholder  liabilities  fell from $189,000 at June 30, 2007 to
$144,000 at June 30, 2008  primarily  due to one policy  surrender in late 2007.
LPAL now has three policies remaining which are scheduled to mature in the first
half of 2009. There are no firm plans currently to write new policies.

Second quarter of 2008 compared to second quarter of 2007

       In the second  quarter of 2008,  LPAL  contributed  a loss before  income
taxes of $36,000 to our overall  loss before  income  taxes,  compared to a loss
before income taxes of $1,000 in the second quarter of 2007. This higher loss of
$35,000 was  attributable to lower interest income in the second quarter of 2008
compared to the second quarter of 2007.

       Interest  income on cash and  investments  declined  from $147,000 in the
second  quarter of 2007 to $60,000  in the  second  quarter of 2008,  due to the
decline in the level of LPAL's  corporate bond  investments and cash,  which was
consistent with the decline in policyholder  liabilities during 2007, as well as
to decreasing  interest rates during the period.  The level of LPAL's  corporate
bonds and cash at June 30, 2008 was $10.6  million,  compared with $11.3 million
at June 30, 2007 and $13.4  million at December 31, 2006.  Interest  credited on
policyholder  accounts  for the second  quarter of 2008 was $2,000,  compared to
$10,000 in the

                                       21
<PAGE>

second  quarter  of  2007.  This  decrease  was  due to  policy  maturities  and
surrenders since December 31, 2006, leaving only three policies totaling $97,000
and two  pending  death  claims  totaling  $47,000 at June 30,  2008.  The three
outstanding policies are scheduled to mature in the first half of 2009.

       Total assets  decreased to $12.470 million as of June 30, 2008,  compared
to $12.497  million as of March 31, 2008,  primarily  due to LPAL's net loss for
the second quarter of 2008. No policyholder benefits were paid during the second
quarter of 2008.

       General and  administrative  expenses for the second quarter of 2008 were
$94,000,  compared  with $138,000 for the second  quarter of 2007.  This $44,000
decrease in expenses for the second quarter of 2008 was due to lower staff costs
as well as to lower  facilities  costs  subsequent  to the closure of our Jersey
office in mid-2007. We no longer have staff or operations in Jersey, though LPAL
maintains a registered office in Jersey and is still regulated by the JFSC.

       In February 2008,  LPAL submitted a claim in the Enron  Securities  class
action  settlement,  based on certain Enron bonds  previously held by LPAL which
LPAL  believes  constitute  "Category  1"  securities  eligible  for  the  Enron
settlement  proceeds.  We do not expect any payment  based on LPAL's claim until
2009 at the earliest.  The amount of the recovery of LPAL's realized  investment
losses recorded in 2002 is currently unknown.

First six months of 2008 compared to first six months of 2007

       In the first six months of 2008,  LPAL  contributed  income before income
taxes of $0.2  million to our overall  loss  before  income  taxes,  compared to
income  before  income  taxes of $1.15  million in the first six months of 2007.
This $0.9 million decrease is attributable to lower realized investment gains in
the first six months of 2008  compared  to the first six  months of 2007.  These
realized gains for both periods relate to distributions from the WorldCom,  Inc.
securities  litigation.  LPAL held certain WorldCom,  Inc. publicly traded bonds
which it sold at a loss in 2002. In January 2007, a partial distribution of $1.2
million was received by LPAL, and in February 2008, a final distribution of $0.3
million was received by LPAL. These payments reverse part of the realized losses
recorded in 2002.

       Interest income on cash and investments declined from $0.3 million in the
first six months of 2007 to $0.15  million in the first six months of 2008,  due
to the decline in the level of LPAL's corporate bond investments and cash, which
was consistent with the decline in policyholder liabilities during 2007, as well
as to decreasing interest rates during the period. The level of LPAL's corporate
bonds and cash at June 30, 2008 was $10.6  million,  compared with $11.3 million
at June 30, 2007 and $13.4  million at December 31, 2006.  Interest  credited on
policyholder  accounts for the first six months of 2008 was $3,000,  compared to
$40,000  in the  first  six  months  of 2007.  This  decrease  was due to policy
maturities and surrenders  since December 31, 2006,  leaving only three policies
totaling $97,000 and two pending death claims totaling $47,000 at June 30, 2008.
The three  policies  outstanding  as of June 30, 2008 are scheduled to mature in
the first half of 2009.

       Total assets increased to $12.47 million as of June 30, 2008, compared to
$12.24  million as of December 31,  2007,  due to LPAL's $0.2 million net income
for the first six months of 2008. No policyholder  benefits were paid during the
first six months of 2008.

       Included in general and administrative  expenses for the first six months
of 2007 are  $44,000 of  employee  severance  costs.  Excluding  these  employee
severance costs, general and administrative expenses for the first six months of
2007 were  $277,000,  compared  with  $188,000 for the first six months of 2008.
This  $89,000  decrease  for the first six months of 2008 was  primarily  due to
lower staff costs as well as to lower facilities costs subsequent to the closure
of our Jersey  office in  mid-2007.  We no longer  have staff or  operations  in
Jersey,  though  LPAL  maintains  a  registered  office in  Jersey  and is still
regulated by the JFSC.


                                       22
<PAGE>



Corporate and Other

Second quarter of 2008 compared to second quarter of 2007

       Interest  income on cash and cash  equivalents,  excluding  cash and cash
equivalents held by LPAL, decreased by $40,000 to $18,000 for the second quarter
of 2008,  compared to the second  quarter of 2007.  This decrease was due to the
declining level of cash and lower interest rates.

       Corporate expenses for the remaining six months of 2008 and the first six
months of 2009 will  increase due to the higher salary and benefits that will be
paid to our Chief  Financial  Officer  from July 1, 2008  through  June 30, 2009
while he works out the 12-month  notice period under his  employment  agreement.
See  Item  5  "Other   Information"  in  Part  II  below  above  for  additional
information. Staff costs will increase by approximately $0.7 million during this
12-month period.

First six months of 2008 compared to first six months of 2007

       Corporate expenses increased by $0.1 million to $0.9 million in the first
six months of 2008,  compared to the first six months of 2007. This increase was
due to the  write-off of $0.1 million in web  development  costs paid to a third
party  vendor  subsequent  to our  decision  not to go forward  with a web based
project in the first quarter of 2008.

Consolidated Income (Loss) Before Income Tax Expense

Second quarter of 2008 compared to second quarter of 2007

       Our  consolidated  loss before income tax expense was $0.6 million in the
second quarter of 2008,  compared to $0.3 million in the second quarter of 2007.
This higher loss of $0.3 million is  attributable  to a $0.2 million  decline in
consulting  fee income and a $0.1  million  decline in interest  income,  all as
explained above.

First six months of 2008 compared to first six months of 2007

       Our  consolidated  loss before income tax expense was $1.1 million in the
first six months of 2008,  compared to income  before income tax expense of $0.4
million in the first six months of 2007. This decline in income of $1.45 million
is attributable to the $0.9 million decrease in distributions from the WorldCom,
Inc. securities litigation, a $0.3 million decrease in consulting fee income and
a $0.2 million decline in interest income, all as explained above.

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  currently  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.

Second quarter of 2008 compared to second quarter of 2007

       We had no tax expense and we did not recognize  any tax benefits  related
to operating loss  carryforwards  in the second quarter of 2008, as was the case
in the second quarter of 2007.

First six months of 2008 compared to first six months of 2007

       The $2,000 tax expense for the first six months of 2008 is  comprised  of
our minimum  California  taxes.  Other than these taxes, no other tax expense or
benefits were applicable to our Group for the period. A loss before income taxes
of $0.3 million was  contributed  by our Jersey  operations,  including the $0.3
million of investment gain related to the final  distribution from the WorldCom,
Inc. litigation settlement which is treated as

                                       23
<PAGE>

a capital gain for tax purposes.  Realized gains on certain  investments are not
taxed in Jersey. Our U.S. subsidiaries contributed a loss before income taxes of
$0.7 million during the first six months of 2008;  however, we did not recognize
any U.S. tax benefits due to the 100% valuation allowances that we have provided
for all  deferred  tax  assets.  In the first six  months of 2007,  our only tax
expense was $2,000 of minimum California taxes.


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,   revenue  recognition  and
assumptions  used to value share  options  granted.  These  critical  accounting
policies are described below.

Accounting for Investments

       From  January  1,  2008,  the  Group's  primary  business  for  financial
reporting purposes is considered to be consulting in venture capital rather than
life insurance and annuities.  As such, the Group's  private equity  investments
are now carried at cost less any other-than-temporary  impairments in accordance
with  Accounting  Principles  Board Opinion No. 18 (As Amended) ("APB 18"), "The
Equity Method of Accounting for  Investments in Common Stock."  Previously,  the
Group carried its private equity  investments  at fair value in accordance  with
Statement of Financial  Accounting  Standards No. 115 ("SFAS 115"),  "Accounting
for Certain  Investments in Debt and Equity  Securities." Under paragraph 127(b)
of SFAS 115,  insurance  companies are required to report  equity  securities at
fair value even if they do not meet the scope  criteria  in  paragraph 3 of SFAS
115. With respect to the Group's private equity investments held at December 31,
2007,  the  Group's  best  estimate  of their fair  value was their cost  basis.
Therefore, the change from an insurance company for financial reporting purposes
to a  consulting  company  as of  January  1, 2008 did not have an impact on the
carrying values of the Group's private equity investments.

       Because all of our private  equity  investments  are less than 20% in the
investee companies, and we do not have any significant influence on the investee
companies,  all such  investments  are accounted for in accordance with the cost
method. The carrying amount of such investments is compared to their fair value,
and  if  any  impairment  is  determined  to be  other-than-temporary,  then  an
impairment charge would be taken during the period such determination is made by
our management.

       Marketable  debt and equity  securities  will be carried at fair value in
accordance  with SFAS 115, with  temporary  changes in fair value  recognized as
unrealized gains and losses and reported,  net of applicable  income taxes, in a
separate component of shareholders'  equity,  should we make such investments in
the future.

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 companies doing business in various  segments of
technology  industries.  These  investments  are  normally  held for a number of
years.  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.

                                       24
<PAGE>

       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.

       SFAS 157  defines  fair value as the price that would be received to sell
an asset or paid to  transfer  a  liability  in an orderly  transaction  between
market  participants at the measurement date (an exit price).  SFAS 157 has also
established  a fair value  hierarchy  that  prioritizes  the inputs to valuation
techniques  used to measure fair value into three broad  levels.  Level 3 inputs
apply to the  determination  of fair value for our private  equity  investments.
These  are  unobservable  inputs  where  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.  Historically,  we have determined that our best estimate of the
fair value of our private equity investments has equaled our cost basis,  unless
there has been a temporary or other-than-temporary impairment of the investment.
From January 1, 2008, only  other-than-temporary  impairments will be recognized
and the carrying value of a private equity  investment cannot be increased above
its cost unless the investee company  completes an initial public offering or is
acquired.

Other-than-temporary Impairments of Investments

       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.

       In  relation  to  our  equity  securities  that  do not  have  a  readily
determinable fair value,  factors considered 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.

       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).

                                       25
<PAGE>

Revenue Recognition

       The timing of revenue  recognition  for  consulting  services  requires a
degree of  judgment.  Under SEC Staff  Accounting  Bulletin No. 104 ("SAB 104"),
revenue is realized or  realizable  and earned  when  persuasive  evidence of an
arrangement  exists,  delivery has occurred or services have been rendered,  the
seller's  price to the buyer is fixed and  determinable  and  collectibility  is
reasonably  assured.  We recognize  consulting fee revenues in our  consolidated
statement of operations as the services are performed,  if all the conditions of
SAB  104  are  met.  We do not  recognize  performance  based  revenues  under a
consulting   arrangement   until  the  payments  are  earned,   the  client  has
acknowledged the liability in writing and collectibility is reasonably assured.

Valuation of Share Options Granted

       We calculate the fair value of share option grants to employees using the
Black-Scholes  option  pricing  model,  even though this model was  developed to
estimate the fair value of freely tradable,  fully transferable  options without
vesting  restrictions,  which  differ  significantly  from the  Company's  share
options. The Black-Scholes model also requires subjective assumptions, including
future share price  volatility  and expected  time to  exercise,  which  greatly
affect the calculated  values.  The expected term of options  granted is derived
from  historical  data  on  employee   exercises  and  post-vesting   employment
termination behavior.  The risk-free rate is based on the U.S. Treasury rates in
effect  during the  corresponding  period of grant.  The expected  volatility is
based on the historical  volatility of the Company's share price.  These factors
could  change in the  future,  which would  affect the share based  compensation
expense in future  periods,  if the  Company,  through  the ESOT,  should  grant
additional  share  options.  It should  be  noted,  however,  that  share  based
compensation expense in the Company's  consolidated  statement of operations has
no negative impact on total shareholders'  equity because there is an offsetting
entry to additional paid-in capital in the Company's consolidated balance sheet.


Liquidity and Capital Resources

       Our cash and cash equivalents  decreased during the first half of 2008 by
$0.8  million  to $13.8  million.  This  decrease  in cash and cash  equivalents
resulted  from $1.1 million used in operating  activities,  partially  offset by
$0.3  million  of cash  provided  by  investing  activities.  Cash  provided  by
investing  activities  related solely to the $0.3 million final payment received
by LPAL from the WorldCom,  Inc. securities  litigation.  Cash used in operating
activities  resulted  from the  excess  of  expenses  over  revenues  (excluding
investment  gains) for the first half of 2008. As of June 30, 2008, our cash and
cash equivalents,  excluding the amount held by LPAL,  amounted to $3.2 million,
an decrease of $1.1 million from December 31, 2007.

       The $10.6 million of cash and cash  equivalents  held by LPAL, as well as
the $1.8 million of  investments  held by LPAL,  are not currently  available to
fund the  operations or  commitments  of the Company or its other  subsidiaries.
However,  approval  from the JFSC has been  obtained  for LPAL to make  dividend
payments  up to a total of $5.0  million  to the  Company  in the  future.  As a
condition of the JFSC's  approval,  the Company has agreed to provide  financial
support to LPAL in the unlikely event LPAL's funds are  insufficient  to pay off
its policy  liabilities  totaling  $144,000 as of June 30, 2008,  as well as the
operational costs of LPAL.

       Shareholders'  equity  decreased  during  the first half of 2008 by $1.04
million  from $16.5  million at December  31, 2007 to $15.4  million at June 30,
2008,  primarily due to the $1.1 million net loss for the period. As of June 30,
2008 and December 31, 2007, $62.6 million of our Ordinary Shares,  at cost, held
by the employee benefit trusts have been netted against shareholders' equity.

       During the first half of 2008,  LPAL  continued  to service its  existing
policyholders.   During  this  period,   there  were  no  policy  surrenders  or
maturities. Policyholder liabilities were $144,000 as of June 30, 2008, compared
to $141,000 as of December 31,  2007.  We do not expect any  surrender  activity
during the remaining six months of 2008. The policies remaining at June 30, 2008
are scheduled to mature in the first half of 2009.  LPAL has  sufficient  liquid
resources to fund these maturities.  As of June 30, 2008, LPAL had cash of $10.6
million.

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<PAGE>

       As of June 30, 2008, we had no bank  borrowings,  guarantee  obligations,
material commitments  outstanding for capital expenditures or additional funding
for private equity portfolio companies.

       As of June 30, 2008,  we had $3.2  million of cash and cash  equivalents,
excluding cash held by our life insurance and annuities segment. We believe that
this cash balance is  sufficient  to fund our  operations  (venture  capital and
corporate activities) over at least the next 12 months.


Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

       Not required.


Item 4.   CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures

       Our company's  management,  with the participation of our Chief Executive
Officer  and  Chief  Financial  Officer,  evaluated  the  effectiveness  of  our
"disclosure controls and procedures" (as defined in the Securities Exchange Act)
Rules  13a-15(e)  and  15-d-15(e))  as of the end of the period  covered by this
Report (the "Evaluation Date"). Based upon that evaluation,  the Chief Executive
Officer and Chief  Financial  Officer have  concluded  that as of the Evaluation
Date,  our  disclosure  controls  and  procedures  are  effective to ensure that
information required to be disclosed by us in the reports that we file or submit
under the Exchange  Act (i) is recorded,  processed,  summarized  and  reported,
within  the time  periods  specified  in the  SEC's  rules and forms and (ii) 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 our Chief Executive Officer and Chief Financial
Officer,  does not expect that our  disclosure  controls and  procedures  or our
internal  controls will prevent all errors and all fraud. A control  system,  no
matter how well  conceived  and  operated,  can  provide  only  reasonable,  not
absolute,  assurance that the objectives of the control system are met. Further,
the design of a control  system must  reflect  the fact that there are  resource
constraints  and the benefits of controls must be  considered  relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within the Company have been detected.


Changes in Internal Control Over Financial Reporting
       There were no changes in our internal  controls over financial  reporting
that  occurred  during  the  quarter  ended June 30,  2008 that have  materially
affected,  or are reasonably likely to materially  affect,  our internal control
over financial reporting.


                           PART II - OTHER INFORMATION

Item 1A.   RISK FACTORS

       Not required.


                           Item 5. OTHER INFORMATION

       On August 12,  2008,  the Company  gave  notice to Mr. Ian K.  Whitehead,
Chief  Financial  Officer,  that his employment  agreement would end on June 30,
2009.  Reference is made to Exhibit  10.3.1 to the  Company's  Form 10-K for the
year ended December 31, 2000 for a copy of Mr. Whitehead's  employment agreement
and to the Company's  Proxy  Statement dated April 29, 2008 for a description of
his  salary  waiver  of May  2003.  In  connection  with the  notice  to end his
employment  agreement referenced above, Mr. Whitehead gave notice to the Company
that he has rescinded his salary waiver.  The Company's  operating expenses will
increase by  approximately  $0.7  million  during the 12 months  ending June 30,
2009.

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<PAGE>

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:  January 12, 2009      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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